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         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, December 16, 2011, Vol. 15, No. 348

                            Headlines

ADVANCED MEDICAL ISOTOPE: Posts $598,000 Net Loss in Third Quarter
AFFINITY GROUP: Terminates Employment of J. DeBruzzi as EVP & CFO
ALLISON TRANSMISSION: S&P Raises Corporate Credit Rating to 'B+'
AMERICAN LASER: Meeting to Form Creditors Committee on Dec. 6
AMERICAN SEAFOODS: Moody's Says B2 CFR Unaffected by Debt Woes

AMERICAS ENERGY: BGTB to Invest $6MM in Exchange for 30% of Equity
ANTARES FUNDING: Fitch Withdraws 'Dsf' Rating on $9.2-Mil. Notes
ASTORIA GENERATING: S&P Affirms 'CCC' Rating on First-Lien Loan
AUTOS VEGA: Has Until Dec. 19 to Propose Reorganization Plan
BAKERS FOOTWEAR: Incurs $10.2 Million Net Loss in 3rd Quarter

BEACON POWER: Bankruptcy Filing Stays Generating Station Project
BERNARD L. MADOFF: Investors Seek to File Class Suit v. Picower
BLACK DIAMOND: Constellation Energy Not Liable to CIT Group
BLACKBIRD HOLDINGS: Alston & Bird Granted $318T Unsecured Claim
BLITZ USA: Section 341(a) Meeting Scheduled for Dec. 21

BLITZ USA: Wants to File Schedules and Statements Until Dec. 19
BLOCKBUSTER INC: Settles Sexual Harassment Suit for $2.3 Million
BOLTHOUSE FARMS: Moody's Retains 'B2' Corporate Family Rating
BONDS.COM: XOL Holding Discloses 7.6% Equity Stake
BORDERS GROUP: Court Sends Cashier's Claim to Mediation

BRIGHAM EXPLORATION: S&P Raises Corporate Credit Rating From 'B'
BROADSTRIPE LLC: Plan of Reorganization Confirmed
CC MEDIA: S&P Affirms 'CCC+' Corporate Rating; Outlook Negative
CDC CORP: Hearing on Motion for Ch. 11 Trustee Set for Dec. 19
CHILE MINING: Posts $349,800 Net Loss in Sept. 30 Quarter

CHINA DIRECT: Gets Nasdaq Minimum Bid Price Non-Compliance Notice
CHINA EXECUTIVE: Posts $1.1 Million Net Loss in Third Quarter
CHUKCHANSI ECONOMIC: Resort Enters Restructuring Support Deal
CLEAR CREEK: Exclusive Plan Filing Period Extended to Feb. 13
CLEARWIRE CORP: Increases Class A Shares Offering to $350 Million

CLEARWIRE CORP: Earns $384.1 Million from Public Equity Offering
COMMANDER PREMIER: Gets More Time to Work Out Reorganization
CRISTAL INORGANIC: Moody's Raises Corporate Family Rating to Ba3
DALLAS ROADSTER: Seeks to Use Texas Bank's Collateral
DALLAS ROADSTER: Wants Receiver to Turn Over Property

DALLAS ROADSTER: Sec. 341 Creditors' Meeting Set for Jan. 20
DEHLER MANUFACTURING: Section 341(a) Meeting Scheduled for Dec. 27
DOMINION CLUB: To Emerge From Chapter 11 on New Year's Day
DTF CORP: Seeks to Employ John Lewis as Chapter 11 Counsel
DZF PROPERTIES: Court Approves Charles B. Greene as Counsel

EMPIRE RESORTS: Stockholders OK Reverse Split of Common Stock
ENDEMOL NV: Reaches Debt Extension Until February
ENERGY CONVERSION: Defers Interest Payment Amid Creditor Talks
FAIRMOUNT MINERALS: S&P Puts 'BB-' Corp. Rating on Watch Pos.
FILENE'S BASEMENT: Syms Seeks Probe of Possible Mismanagement

FNBH BANCORP: Posts $427,600 Net Loss in Third Quarter
FREEDOM ENVIRONMENTAL: Posts $293,500 Net Loss in Third Quarter
FRIENDLY ICE CREAM: Owner Says $267MM Debt Transfer Was Legal
FRIENDLY ICE CREAM: Court Sets Feb. 13 as Proofs of Claim Bar Date
FRIENDLY ICE CREAM: Drops Proposal for Grant Thornton as Auditor

FURNITURE BY THURSTON: Sec. 341(a) Meeting Scheduled for Dec. 27
GARNET HILL: Pine Meadows Acquires Asset for $1.2-Mil. at Auction
GATEHOUSE MEDIA: Unveils New Organization Structure
GENERAL MARITIME: Common Stock Delisted from NYSE
GENERAL MARITIME: Defends Terms of $75 Million Bankruptcy Loan

GENOIL INC: Posts C$1.3 Million Net Loss in Third Quarter
GLOVERSVILLE CITY: Moody's Raises Gen. Obligation Debt From Ba1
GMX RESOURCES: Enters Into $49.7MM Sales Pact with EDF Trading
GRAHAM SLAM: Seeks to Hire Schwave Williamson as Counsel
GSC GROUP: Trustee Reaches Deal With Black Diamond

HANLEY WOOD: S&P Cuts Corporate Rating to CCC-; Outlook Negative
HAWKER BEECHCRAFT: Taps Adviser to Refinance Credit Agreement
HEATHERWOOD HOLDINGS: Court Rejects Counterclaim to Avoid Delay
HELLER EHRMAN: Dist. Ct. Denies Law Firms' Bid to Transfer Suits
HIGH SIERRA: Moody's Withdraws 'B2' Corporate Family Rating

HMSC CORP: Moody's Affirms 'B3' Corporate Family Rating
HONDO MINERALS: Posts $531,000 Net Loss in Oct. 31 Quarter
HORIZON LINES: Stockholders OK 1-for-25 Reverse Stock Split
HOSPITAL DAMAS: Unsecured Creditors to Get 50% Recovery of Claims
HUPAH FINANCE: Moody's Assigns 'B2' Corporate Family Rating

IMUA BLUEHENS: Cash Collateral Access Expires on Jan. 31
INNOVIDA HOLDINGS: Founder Probed; Plan Outline Hearing Today
INTERSTATE BAKERIES: 8th Cir. Bars US Bank's Suit v. Insurers
JAMES RIVER: Bell County Obtains Imminent Danger Order from MSHA
JEFFERSON COUNTY, AL: Stands Firm on Chapter 9 Eligibility

JOHN HENRY: Neg. Industry Outlook No Impact on CFR, Moody's Says
KRONOS INC: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
LAKE OF THE OZARKS: Fitch Cuts Rating on $35.4MM Bonds to 'B'
LEE ENTERPRISES: Judge Gross Approves $40 Million Debt Financing
LEHMAN BROTHERS: Court OKs Neuberger Berman Buyout Equity Interest

LEWIS ROAD: Ayers & Stolte Law Firm Told to Return $74T Fees
LYONDELL CHEMICAL: 1,700 Investors Face $5.6-Bil. Clawback Suit
MANISTIQUE PAPERS: Court Clears Auction of Assets on Feb. 22
MARONDA HOMES: Emerges From Ch. 11 After Securing $128MM Funding
MCCLATCHY CO: BNP Paribas Discloses 5.9% Equity Stake

MERCER INT'L: Moody's Says Neg. Industry Outlook No Impact on CFR
MINE RECLAMATION: Taps Lobel Firm as General Bankr. Counsel
MINH VU HOANG: Md. Court Dismisses Appeals as Frivolous
MLM INFORMATION: S&P Withdraws 'B' Corporate Credit Rating
MOONLIGHT BASIN: Court Approves Patten Peterman as Bankr. Counsel

MOORE SORRENTO: Wells Fargo Objects to Exclusivity Extension
MUSCLEPHARM CORP: Issues $1.9-Mil. Promissory Notes and Warrants
NATIONAL ENVELOPE: Judge Converts Case to Liquidation Proceedings
NATIONAL HEALING: S&P Assigns 'B' Corporate Credit Rating
NAVISTAR INTERNATIONAL: To Release 4Q 2012 Results on Dec. 20

NEWPAGE CORP: Court Approves Short-Term Incentive Plan
NEWPAGE CORP: Creditors Cleared to Probe Cerberus, Unit Payment
NORTHCORE TECHNOLOGIES: Earns $900,000 from Exercise of Warrants
NXT NUTRITIONALS: Restructures Long-Term Debt
OCEAN PLACE: Can Hire FamCo Advisory Services as Expert

OILSANDS QUEST: Posts $4.5 Million Net Loss in Oct. 31 Quarter
ORIENTAL FINANCIAL: S&P Keeps 'BB+' Issuer Credit Rating
PARADISE HOSPITALITY: Seeks to Employ Lim and Lim as Accountant
PEREGRINE PHARMA: Posts $12 Million Net Loss in October 31 Quarter
PHOENIX SERVICES: S&P Assigns Prelim. 'B+' Corp. Credit Rating

PINNACLE AIR: Robert Muhs to Resign as SVP of Operations
PMI GROUP: U.S. Trustee Resets Meeting of Creditors Until Jan. 6
POST MEDIA: Moody's Affirms 'B2' Corporate Family Rating
POST PROPERTIES: Moody's Affirms 'Ba1' Preferred Stock Rating
PROGEN PHARMACEUTICALS: Ernst & Young Raises Going Concern Doubt

PURSELL HOLDINGS: Wants Until Jan. 30 to Solicit Plan Votes
QUALTEQ INC: Wants Until Jan. 26 to Propose Reorganization
QUALTEQ INC: Has Until March 11 to Decide on Nonresidential Leases
R.E. LOANS: Committee Taps Diamond McCarthy as Litigation Counsel
R.E. LOANS: Committee Taps Diamond McCarthy as Litigation Counsel

RENEGADE HOLDINGS: Trustee Can Auction Chinqua Assets in April
RGIS HOLDINGS: Moody's Upgrades Corp. Family Rating to 'B2'
ROOMSTORE INC: Posts $3.1 Million Net Loss in Aug. 31 Quarter
SALINAS INVESTMENTS: Judge Confirms Reorganization Plan
SCI REAL ESTATE: Yet to Complete Talks with Panel on Plan Terms

SEALY CORP: Lawrence Rogers to Retire as Pres. & CEO Next Year
SOLYNDRA LLC: Faces Grand Jury Probe, Billing Records Reveal
SOPHIA LP: Moody's Assigns 'B2' CFR; Outlook Stable
SOUTH STATION: Woodbury & Kesler's Fees Denied for Nondisclosure
SPECIALTY PRODUCTS: Has Until Jan. 30 to Solicit Plan Acceptances

STONERIDGE INC: Moody's Upgrades CFR to 'B1'; Outlook Positive
STRATEGIC AMERICAN: Completes New Zone in Welder Ranch Well
SUB PRODUCTS: Moody's Affirms 'B2' Corporate Family Rating
SUGARMADE INC: Posts $790,800 Net Loss in Sept. 30 Quarter
SUNOCO INC: Fitch Affirms Issuer Default Rating at 'BB+'

SUPERMEDIA INC: Repurchase Offer Expires, To Settle Prepayments
TECH DATA: Fitch Affirms 'BB+' Issuer Default Rating
TECHNEST HOLDINGS: Signs a One-Year Lease Pact with PS Business
TENNESSEE ENERGY: S&P Puts 'B' Bond Rating on Watch Positive
THERMOENERGY CORP: Stockholders Elect 5 Directors to Board

THORNBURG MORTGAGE: Trustee Renews $1.9B Attack on Big Banks
THUNDERVISION LLC: La. App. Ct. Clears Wright From Guaranty Suit
TOP OF THE KRESS: DaBoyz Rent Payment Credited to AEA Federal
TX BLACKHORSE: Court Confirms First Amended Plan
UNIGENE LABORATORIES: Plans to Submit NDA to FDA for OSTORA

VERTIS INC: Moody's Changes Outlook to Neg.; 'B3' CFR Unchanged
VESPUCIO NORTE: Moody's Affirms 'Ba1' Rating; Outlook Negative
VINASHIN: Elliott Advisers Sues Firm in U.K. Over Default
VM ASC: Court to Consider Request to File Amended Plan Outline
VULCAN MATERIALS: S&P Puts 'BB' Corporate on Watch Positive

WASHINGTON LOOP: Ch. 11 Trustee Can Hire REI as Engineers
WASHTRONICS OF AMERICA: Zep Inc. Completes Assets Purchase
WAVE SYSTEMS: Amends 5.2 Million Class A Shares Offering
WEB.COM GROUP: S&P Assigns 'B' Corporate Credit Rating
YONKERS RACING: Moody's Says Gaming Revenue Drops Almost 8%

* Moody's Says Near-Term Refinancing Risks Are Benign
* Fitch Says 2012 Outlook for Five Dairy Companies Is Stable
* Leveraged Loan Volume Up, But Half Goes to Refinancing
* U.S. Corporate Bankruptcy Filings Continue Downward Trend
* SEC Sights on Manager, Harbinger Capital Partners

* Moody's: Auto Suppliers Stronger Now Than Before Downturn
* Garden City Group Promotes Karen Shaer to Sr. Exec. VP
* Lieff Cabraser's Kelly Dermody Installed as BASF President

* BOOK REVIEW: Legal Aspects of Health Care Reimbursement



                            *********

ADVANCED MEDICAL ISOTOPE: Posts $598,000 Net Loss in Third Quarter
------------------------------------------------------------------
Advanced Medical Isotope Corporation filed its quarterly report on
Form 10-Q, reporting a net loss of $598,024 on $55,560 of revenues
for the three months ended Sept. 30, 2011, compared with a net
loss of $1.2 million on $107,490 of revenues for the corresponding
period in 2010.

For the nine months ended Sept. 30, 2011, the Company has reported
a net loss of $2.0 million on $346,043 of revenues, compared with
a net loss of $3.0 million on $310,153 of revenues for the same
period last year.

The Company's balance sheet at Sept. 30, 2011, showed $1.2 million
in total assets, $5.4 million in total liabilities, and a
shareholders' deficit of $4.2 million.

HJ & Associates, LLC, in Salt Lake City, Utah, expressed
substantial doubt about Advanced Medical Isotope's ability to
continue as a going concern, following the Company's 2010 results.
The independent auditors noted that the Company has suffered
recurring losses, used significant cash in support of its
operating activities and, based upon current operating levels,
requires additional capital or significant restructuring to
sustain its operation for the foreseeable future.

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

                       http://is.gd/HDLKLa

Kennewick, Washington-based Advanced Medical Isotope Corporation
is engaged in the production and distribution of medical isotopes
and medical isotope technologies.  Medical isotopes are used in
molecular imaging, therapy, and nuclear medicine to diagnose,
manage and treat diseases.


AFFINITY GROUP: Terminates Employment of J. DeBruzzi as EVP & CFO
-----------------------------------------------------------------
Good Sam Enterprises, LLC, formerly known as Affinity Group, Inc.,
removed James M. DeBruzzi as executive vice president and chief
financial officer of the Company, in connection with the
termination without cause of Mr. DeBruzzi's employment with the
holding company that indirectly owns the Company and FreedomRoads
Holding Company LLC, which operates RV dealerships across the
United States.

Effective Dec. 8, 2011, the Company elected Thomas M. Wolfe as
Chief Financial Officer.  Mr. Wolfe served as the Company's Chief
Financial Officer since Jan. 1, 2004, until he was replaced by Mr.
DeBruzzi on Sept. 27, 2011, when Mr. Wolfe was promoted to
Executive Vice President - Operations of the Company.  Mr. Wolfe
will also continue as Executive Vice President - Operations.  Mr.
Wolfe served as the Company's Executive Vice President and Chief
Financial Officer from Jan. 24, 2011, until Sept. 27, 2011, when
he became Executive Vice President - Operations and as Senior Vice
President and Chief Financial Officer from Jan. 1, 2004, until
Jan. 24, 2011.  Mr. Wolfe had been the Company's Vice President
and Controller from 1997 through 2003.  From 1991 to 1997, Mr.
Wolfe was Vice President of Finance for Convenience Management
Group, a privately-owned distributor of petroleum products and
equipment.  From 1989 to 1991, Mr. Wolfe was Vice President and
Controller of First City Properties, Inc.  Prior to 1989 and since
1983, Mr. Wolfe held a variety of staff and management positions
at Deloitte & Touche LLP.

                       About Affinity Group

Ventura, Calif.-based Affinity Group Holding, Inc. is a holding
company and the direct parent of Affinity Group, Inc.  The Company
is an indirect wholly-owned subsidiary of AGI Holding Corp, a
privately-owned corporation.  The Company is a member-
based direct marketing organization targeting North American
recreational vehicle owners and outdoor enthusiasts.  The
Company operates through three principal lines of business,
consisting of (i) club memberships and related products and
services, (ii) subscription magazines and other publications
including directories, and (iii) specialty merchandise sold
primarily through its 78 Camping World retail stores, mail order
catalogs and the Internet.

The Company also reported net income of $4.57 million on
$362.26 million of revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $6.24 million on $361.65 million
of revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$233.96 million in total assets, $487.09 million in total
liabilities and a $253.12 million total stockholder's or member's
deficit.

                           *     *     *

Affinity Group Inc. carries 'B3' long term corporate family and
probability of default ratings, with 'stable' outlook, from
Moody's Investors Service.

As reported in the Troubled Company Reporter on November 9, 2010,
Standard & Poor's Ratings Services assigned Affinity Group Inc.'s
proposed $325 million senior secured notes due 2016 its
preliminary 'B-' issue-level rating.  Following the close of the
proposed transaction, S&P expects to assign a 'B-' corporate
credit rating to Affinity Group Inc., and withdraw S&P's current
'D' corporate credit rating on Affinity Group Holding Inc.  A
portion of the proceeds of the new notes will be used, in
conjunction with cash contributions from Holding's parent, to
repay in full $88 million of senior notes that are currently
outstanding at Holding.

S&P said the expected 'B-'corporate credit rating on Affinity
Group reflects S&P's expectation that, following the proposed
refinancing transaction, adjusted debt leverage will be reduced by
about 1x, the company will not have any meaningful near-term debt
maturities, and the company will generate some discretionary cash
flow (albeit minimal).  Still, credit measures will remain
relatively weak, as adjusted debt leverage will remain above 6.0x
(S&P's operating lease adjustment adds about a turn to leverage),
and S&P expects interest coverage to remain in the low- to mid-
1.0x area over the intermediate term.


ALLISON TRANSMISSION: S&P Raises Corporate Credit Rating to 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Indianapolis-based global commercial-vehicle component
supplier Allison Transmission Inc. to 'B+' from 'B'; the rating
outlook remains stable.  "At the same time, we raised our issue-
level rating on its senior secured debt to 'BB-' from 'B+' (the
recovery rating remains '2') and we raised our issue level ratings
on the company's senior unsecured notes to 'B-' from 'CCC+' (the
recovery rating remains '6')," S&P said.

"Our rating upgrade reflects our view that Allison's adjusted
leverage is likely to be sustained at about 5x or less, despite a
somewhat sluggish recovery anticipated in its end-markets in
2012," said Standard & Poor's credit analyst Nishit Madlani.  "Our
expectation incorporates our view of Allison's positive cash flow
generation prospects and our revised assessment of its financial
risk profile as 'aggressive' (as per our criteria), compared with
'highly leveraged' previously.  The upgrade also reflects our
continued assessment of the company's business risk profile as
'fair', reflecting good profitability prospects (adjusted EBITDA
margins of about 31%) and a strong market share (which we expect
to continue over the intermediate term) as a supplier of automatic
transmissions for a wide range of commercial vehicles, a fairly
cyclical business," S&P said.

"We believe Allison's leverage will remain somewhat elevated until
end-market demand rebounds more strongly. Nevertheless, the
company has filed for a possible initial public offering of common
stock. We believe that the timing of the IPO and the amount of any
debt reduction are uncertain and we have not incorporated any
benefit to its credit metrics from an IPO. However, the
transaction, if successful, could accelerate the gradual reduction
in leverage that the company has already achieved through improved
profitability during the past few quarters. For example, a $500
million debt reduction on sustained EBITDA margins would reduce
leverage more towards 4.5x as compared to 5.3x at Sep. 30, 2011,"
S&P said.

As of Sept. 30, 2011, The Carlyle Group and Onex Corp. each owned
about 49.8% of Allison's common stock and these sponsors could
continue holding a controlling stake of the common stock if the
IPO is completed.


AMERICAN LASER: Meeting to Form Creditors Committee on Dec. 6
-------------------------------------------------------------
Roberta DeAngelis, United States Trustee for Region 3, will hold
an organizational meeting on Dec. 6, 2011, at 11:00 a.m. in the
bankruptcy case of ALC Holdings LLC.  The meeting will be held at:

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

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

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

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

                   About American Laser Centers

ALC Holdings, along with its affiliates, filed a Chapter 11
bankruptcy petition (Bankr. D. Del. Lead Case No. 11-13853) on
Dec. 8, 2011.

ALC Holdings LLC dba American Laser Centers operates 156 laser
hair-removal clinics in 27 states. At the peak, the Farmington
Hills, Michigan-based company had 222 stores generating $130.6
million in annual revenue.

Assets are $80.4 million.  Liabilities include $40.3 million owing
on a first-lien debt and $51 million in subordinated notes.  Some
$17.9 million is owing to trade suppliers.

The Company selected Zolfo Cooper LLC as its adviser; Landis Rath
& Cobb LLP as legal counsel; Traverse LLC as restructuring
adviser; and SSG Capital Advisors LLC as investment bankers.

Prepetition, the Company signed a deal for Philadelphia-based
private equity firm Versa Capital Management LLC to acquire
assets, subject to higher and better offers at a bankruptcy court-
sanctioned auction.  Versa has agreed to pay $30 million plus $18
million of new-money financing to support the bankruptcy, unless
outbid at an auction in January 2012.


AMERICAN SEAFOODS: Moody's Says B2 CFR Unaffected by Debt Woes
--------------------------------------------------------------
Moody's Investors Service said American Seafoods Group LLC (ASG)
is expected to have difficulty satisfying its required
Dec. 31, 2011 leverage covenants due to a combination of weaker
than expected earnings performance, high revolver borrowings, and
the contractual tightening of covenant levels.  However, Moody's
expects ASG to execute a timely amendment to cure any covenant
violation and reset covenants for future periods. Accordingly, the
B2 corporate family rating is not currently affected.

ASG is the largest harvester of fish for human consumption in the
U.S. in terms of volume.  ASG harvests and processes a variety of
fish species aboard sophisticated catcher-processor (CP) vessels,
primarily in the U.S. Bering Sea, and at its land-based processing
facilities.  In the U.S., ASG is the largest harvester and at-sea
processor of pollock and Pacific whiting (hake).  ASG's revenues
for the LTM period ending September 30, 2011 were approximately
$460 million.


AMERICAS ENERGY: BGTB to Invest $6MM in Exchange for 30% of Equity
------------------------------------------------------------------
In a regulatory filing Tuesday, Americas Energy Company-Aeco, Inc.
discloses that the Company has entered into a Collaboration
Agreement with Beijing Guohua Technology Group, 7 Juyuan Rd. W.
Mapo Twp, Shunyi District, Beijing, China.  The agreement is dated
Nov. 7, 2011, and was amended in December 2011 at the request of
BGTG to include Contingent Liability Protection.

The Agreement initially provides financial support to AECO through
an equity investment of $6 million in exchange for ownership of
30% Americas Energy Company common shares on a fully diluted
basis.  The investment is contingent upon AECO acquisition of
Tennessee Consolidated Coal Company (?TCCC?) assets from Alpha
Natural Resources, Inc. (?ANR?) for $71 million.  Of the initial
$6 million investment, $3 million is to be used for the closing
$3 million cash payment to ANR and the remainder as capital to
complete the transfers of the TCCC assets including replacing
bonds, transfer permits and other working capital requirements.

The Collaboration Agreement with BGTG also provides for expansion
of the AECO Board and their nomination of two new members, rights
of first refusal on future investments, additional future
investments to develop and expand the TCCC property and provisions
to explore a majority acquisition of AECO by BGTG which include
the required engagement of Hanhong Private Equity Management
Company as a financial advisor for any future merger transaction
with BGTG.

On Dec. 5, 2011, AECO entered into a Letter of Intent Agreement
with Alpha Natural Resources, Inc., One Alpha Place, P.O. Box
2345, Abingdon, Va., to acquire Tennessee Consolidated Coal
Company assets for $71 million.

The terms are $3 million in cash payable to ANR at closing and the
balance of $68 million paid by two unsecured promissory notes, the
first note for $3 million USD due twelve months after closing, the
second note for $4 million due 24 months from the date of closing,
with the remaining $61 million paid as an overriding royalty at
rate of $3 per ton mined from the acquired assets.

ANR has represented to AENY that the Tennessee Consolidated Coal
Company assets are a metallurgical property containing
approximately 44,000 acres of leased property, 2 permitted deep
mines, a permitted coal processing facility with a permitted
impoundment area and a 40 barge river terminal on the Tennessee
River.  AENY is currently completing due diligence review of the
assets which must be completed by Dec. 31, 2011, pursuant to the
terms of the Letter of Intent with closing to occur on or before
Jan. 15, 2011.  As of the date of this report AENY has not
completed due diligence review of the assets or the
representations of ANR related to those assets.

A copy of the Beijing Guohua Technology Group Collaboration
Agreement is available for free at http://is.gd/dfYwIs

A copy of the Alpha Natural Resources, Inc. Letter of Intent is
available for free at http://is.gd/dfYwIs

                      About Americas Energy

Knoxville, Tenn.-based Americas Energy Company-AECo (OTC BB:
AENYQ.OB) operates surface mines in southeastern Kentucky.  In
March 2010, the Company acquired Evans Coal Corp. for $7,000,000
in cash, a $25,000,000 promissory note and a 2% overriding royalty
on all coal sales generated from the properties acquired from
Evans.  Evans owns or controls by lease mineral rights and
currently operates by use of contractors, two surface mines in
Bell County and one in Knox County, Kentucky.  In addition, the
Company has rights to oil properties located in Cumberland County,
Kentucky that are intended for future development.

The Company and its wholly owned subsidiary, Evans Coal
Corporation, filed voluntary petitions for Chapter 11 relief (E.D.
Tenn. Case Nos. 11-35466 and 11-35468) on Dec. 7, 2011, in order
that they may orderly dispose of assets owned in Kentucky and
reorganize their financial obligations and capital structure.

Judge Richard Stair, Jr., presides over the case.  Jimmy Terry,
Esq., at The Law Offices of Jim Terry, in Clinton, Tenn.,
represents the Debtors as counsel.

AENY estimated estimated assets of $500,000 to $1,000,000 and
estimated liabilities of $1,000,000 to $10 million in its
petition.  The petition was signed by Christopher Headrick,
president.


ANTARES FUNDING: Fitch Withdraws 'Dsf' Rating on $9.2-Mil. Notes
----------------------------------------------------------------
Fitch Ratings has downgraded and withdrawn the rating on the
following class of notes issued by Antares Funding LP/Corp.
(Antares):
  -- $9,271,740 class E notes to 'Dsf' from 'Csf'.

The transaction's final maturity date occurred on Dec. 14, 2011,
at which time the class D-1 and D-2 notes were paid in full, along
with fees and expenses.  The remaining class E notes received
approximately $101,000 of principal proceeds.  The class E notes
defaulted, since they did not receive the initial investment
amount of $42 million by the final maturity date.  The rating of
the class E notes is withdrawn due to the default and maturity of
the notes.

Antares was a cash flow collateralized debt obligation (CDO) that
closed on Dec. 14, 1999 and was managed by GE Asset Management.


ASTORIA GENERATING: S&P Affirms 'CCC' Rating on First-Lien Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC' ratings on
Astoria Generating Co. Acquisitions LLC's (Astoria Gen)
$430 million ($141 million outstanding) first-lien term loan due
2013 and its $100 million first-lien ($63 million drawn as of
Sept. 30, 2011) working capital facility due 2012. The ratings
remain on CreditWatch with developing implications.

"In addition, we raised the rating on the $300 million ($300
million outstanding) second-lien term bank loan due 2013 to 'CCC'
from 'D' and placed the rating on CreditWatch with developing
implications," S&P said.

The recovery rating of '1' on the first-lien facilities is
unchanged and indicates that lenders can expect a very high (90%
to 100%) recovery of their principal in a default scenario. The
'5' recovery rating on the second-lien facility also remains
unchanged and indicates that lenders can expect a modest
(10% to 30%) recovery if a payment default occurs.

"The Federal Energy Regulatory Commission (FERC) has not yet set a
date for its final determination of the project's complaint,"
stated Trevor D-Olier-Lees. "The CreditWatch with Developing
status indicates that we may raise or lower the ratings based on
the proceeding's ultimate outcome."


AUTOS VEGA: Has Until Dec. 19 to Propose Reorganization Plan
------------------------------------------------------------
The Hon. Mildred Caban Flores of the U.S. Bankruptcy Court for the
District of Puerto Rico extended Euroclass Motors Inc., et al.'s
exclusive periods to file and solicit acceptances for the proposed
chapter 11 plan of reorganization until Dec. 19, 2011, and
March 18, 2012, respectively.

                        About Autos Vega

Autos Vega, Inc., is a car dealership engaged in the sales of new
and used cars and trucks car parts, accessories and providing
vehicle repair and maintenance, based in San Juan, Puerto Rico.
The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
P.R. Case No. 11-05773) on July 6, 2011.  The Debtor disclosed
$22,959,296 in assets and $34,224,323 in liabilities.

Charles Alfred Cuprill, Esq., at Charles A Curpill, PSC Law
Office, in San Juan, Puerto Rico, serves as counsel to the Debtor.
Luis R. Carrasquillo Ruiz, CPA, is the Debtor's accountant.

Affiliate Euroclass Motors, Inc. filed for Chapter 11 protection
(Bankr. D. P.R. Case No. 11-05772) on July 6, 2011.  Autos Vega
disclosed $22,959,296 in assets and $34,224,323 in liabilities as
of the Chapter 11 filing.


BAKERS FOOTWEAR: Incurs $10.2 Million Net Loss in 3rd Quarter
-------------------------------------------------------------
Bakers Footwear Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $10.23 million on $40.20 million of net sales for the
13 weeks ended Oct. 29, 2011, compared with a net loss of
$8.93 million on $40.57 million of net sales for the 13 weeks
ended Oct. 30, 2010.

The Company reported a net loss of $14.33 million on
$131.51 million of net sales for the 39 weeks ended Oct. 29, 2011,
compared with a net loss of $14.46 million on $127.39 million of
net sales for the 13 weeks ended Oct. 30, 2010.

The Company's balance sheet at Oct. 29, 2011, showed
$47.12 million in total assets, $67.16 million in total
liabilities and a $20.04 million total shareholders' deficit.

As reported by the TCR on May 6, 2011, Ernst & Young LLP, in St.
Louis, Mo., expressed substantial doubt about Bakers Footwear's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred substantial losses from
operations in recent years and has a significant working capital
deficiency.

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

                        http://is.gd/0NBhOw

                       About Bakers Footwear

St. Louis, Mo.-based Bakers Footwear Group, Inc. (OTC BB: BKRS.OB)
is a national, mall-based, specialty retailer of distinctive
footwear and accessories for young women.  The Company's
merchandise includes private label and national brand dress,
casual and sport shoes, boots, sandals and accessories.  The
Company currently operates 231 stores nationwide.  Bakers' stores
focus on women between the ages of 16 and 35.  Wild Pair stores
offer fashion-forward footwear to both women and men between the
ages of 17 and 29.

The Company reported a net loss of $9.29 million on
$185.62 million of net sales for the fiscal year ended Jan. 29,
2011, compared with a net loss of $9.08 million on $185.36 million
of net sales for the year ended Jan. 30, 2010.

                         Bankruptcy Warning

The Company noted in the Form 10-K that its ability to maintain
and ultimately improve its liquidity position is highly dependent
on sustaining the positive sales trends that began in June 2008
and have continued through April 2011.  Comparable store sales for
the last three quarters of fiscal year 2008 increased 4.7% and its
comparable store sales for fiscal years 2009 and 2010 increased
1.3% and 1.7%, respectively.  Through the first 12 weeks of fiscal
year 2011 comparable stores sales increased 10.1%.

The Company noted that net losses in recent years have negatively
impacted its liquidity and financial position.  As of Jan. 29,
2011, it had negative working capital of $8.7 million, unused
borrowing capacity under our revolving credit facility of $3.1
million, and a shareholders' deficit of $6.0 million.

The Company stated, "If positive sales trends do not continue, or
if we were to incur significant unplanned cash outlays, it would
become necessary for us to obtain additional sources of liquidity,
or take additional cost cutting measures.  Any future financing
would be subject to our financial results, market conditions and
the consent of our lenders.  We may not be able to obtain
additional financing or we may only be able to obtain such
financing on terms that are substantially dilutive to our current
shareholders and that may further restrict our business
activities.  If we cannot obtain needed financing, our operations
may be materially negatively impacted and we may be forced into
bankruptcy or to cease operations and you could lose your
investment in the Company."


BEACON POWER: Bankruptcy Filing Stays Generating Station Project
----------------------------------------------------------------
George Plaven at The Billings (Mont.) Gazette reports that a new
flywheel energy storage slated for the Dave Gates Generating
Station near Anaconda remains on hold while Beacon Power, the
technology's developer, deals with its recent bankruptcy.

According to the report, Gene Hunt, spokesman for Beacon Power,
said they are on a tight budget, approved by the U.S. Bankruptcy
Court in Delaware, and are not authorized to spend any money on
the Montana job.

The report says NorthWestern Energy signed a 15-month, $500,000
lease pre-bankruptcy to try out the flywheel system.  Flywheels
are designed to convert electricity into kinetic energy by
spinning rotors.  The energy would be instantly absorbed or
injected onto a given power grid as load fluctuates.

The report adds the flywheels were expected to go online by the
end of the year, though Beacon Power must now focus on paying back
a $39.1 million loan issued by the federal Department of Energy
last year.  To do so, Beacon Power agreed to sell its 20-megawatt
flywheel facility in Stephentown, N.Y., at auction on Jan. 25.

                        About Beacon Power

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

Beacon Power filed for Chapter 11 protection on Oct. 30, 2011, in
Delaware (Bankr. D. Del. Case No. 11-13450).  Brown Rudnick and
Potter Anderson & Corroon serve as the Debtor's counsel.  Beacon
disclosed assets of $72 million and debt totaling $47 million,
including a $39.1 million loan guaranteed by the U.S. Energy
Department.  Beacon built a $69 million facility with 20 megawatts
of balancing capacity in Stephentown, New York, funded mostly by
the DoE loan.

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


BERNARD L. MADOFF: Investors Seek to File Class Suit v. Picower
---------------------------------------------------------------
Lana Birbrair at Bankruptcy Law360 reports that former investors
of Bernard L. Madoff Investment Securities LLC sought permission
on Dec. 13 in New York bankruptcy court to launch a series of
class actions in Florida against former investor Jeffrey Picower's
associates who allegedly received more than $7.2 billion in
Madoff's Ponzi scheme.

According to Law360, the plaintiffs, "net winners" from Mr.
Madoff's Ponzi scheme, filed separate motions on behalf of
putative class actions led by A&G Goldman Partnership and investor
Pamela Goldman asking the New York bankruptcy judge to declare
that they are not prohibited from launching class actions.

                       About Bernard L. Madoff

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

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

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

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

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

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

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




BLACK DIAMOND: Constellation Energy Not Liable to CIT Group
-----------------------------------------------------------
Bankruptcy Judge Joe Lee ruled on cross-motions for summary
judgment filed by plaintiff The CIT Group/Commercial Services,
Inc., and defendants Constellation Energy Commodities Group, Inc.,
and Constellation Energy Group, Inc., in a lawsuit involving Black
Diamond Mining Company, LLC.

The CIT Group/Commercial Services, Inc., provides domestic and
international credit protection and factoring services, accounts
receivable management, asset-based lending and other financial
services.

Constellation Energy Commodities Group, Inc., is a participant in
the domestic and international coal markets.  Constellation Energy
Group, Inc., provides energy to wholesale, commercial,
governmental and industrial entities.  Commodities provides
wholesale energy operations for Constellation, manages the coal
supply for Constellation's power plants and also trades coal with
other third parties.  Constellation guaranteed Commodities'
obligations under the first coal supply agreement dated May 9,
2006, between Black Diamond and Commodities.

CIT Group served as Black Diamond's commercial factor.  The
factoring arrangement with Black Diamond was CIT Group's first
transaction involving the coal industry.

CIT Group commenced the adversary proceeding seeking payment
pursuant to certain invoices reflecting sales of coal from Black
Diamond to Commodities and certain other charges.  CIT Group
alleges that its security interests in Black Diamond's inventory
and accounts receivable afforded it the right to collect from
Commodities and Constellation for funds advanced to Black Diamond
pursuant to CIT Group's factoring arrangement with Black Diamond.
CIT Group contends Commodities converted coal sold to it by Black
Diamond.  CIT Group also seeks recovery of funds paid by
Commodities to Black Diamond pursuant to four amendments to a 2006
Coal Supply Agreement.

Judge Lee held that Constellation has no liability for the claims
for relief asserted by CIT Group.  Judge Lee granted summary
judgment in favor of Commodities and Constellation, and against
CIT Group and denied summary judgment to CIT Group.  A copy of the
Court's Dec. 13, 2011 Opinion is available at http://is.gd/A79ij4
from Leagle.com.

The lawsuit is THE CIT GROUP/COMMERCIAL SERVICES, INC., v.
CONSTELLATION ENERGY COMMODITIES GROUP, INC., CONSTELLATION ENERGY
GROUP, INC., Adv. Proc. No. 08-7017 (Bankr. E.D. Ky.).


BLACKBIRD HOLDINGS: Alston & Bird Granted $318T Unsecured Claim
---------------------------------------------------------------
GFInet, Inc., VantagePoint Venture Partners 2006 (Q), L.P., and VP
New York Venture Partners, L.P., holders of Series F Interest in
Blackbird Holdings, Inc., were denied standing to challenge the
proof of claim filed by Alston & Bird LLP in the bankruptcy case.

Bankruptcy Judge J. Craig Whitley held that the Chapter 7 Trustee
of the Debtor's bankruptcy estate has already reviewed the
invoices underlying the Claim and determined that no basis exists
upon which to object to the Claim.  The judge said the Chapter 7
Trustee has satisfied his duties with respect to the Claim
pursuant to 11 U.S.C. Sec. 704(5).  The Series F Interest Holders
are not entitled to substitute their judgment for that of the
Chapter 7 Trustee, the judge said.

Alston & Bird is allowed as a general unsecured claim for
$318,299.19, plus interest.  Alston & Bird filed the claim on
account of legal services rendered to the Debtor prior to the
Petition Date.

The Chapter 7 Trustee had objected to the claim asserting that the
law firm failed to attach invoices underlying and substantiating
the Claim.  It later pulled out the objection after receiving and
reviewing the invoices.

A copy of Judge Whitley's Dec. 14 order is available at
http://is.gd/yM7XYlfrom Leagle.com.

kruptcy Procedure. Present at the Hearing were Wayne Sigmon,
Trustee and attorney for the Trustee, William S. Smoak, Jr.,
attorney for

The Series F Interest Holders were represented by:

         William S. Smoak Jr., Esq.
         Rayburn Cooper & Durham, P.A.
         227 West Trade Street, Suite 1200
         Charlotte, NC 28202-1672
         Tel: 704-334-0891
         Fax: 704-377-1897

Arguing for Alston & Bird LLP is:

         Sage M. Sigler, Esq.
         ALSTON & BIRD LLP
         One Atlantic Center
         1201 West Peachtree Street
         Atlanta, GA 30309-3424
         Tel: 404-881-4531
         Fax: 404-253-8561
         E-mail: sage.sigler@alston.com

Blackbird Holdings, Inc., filed a voluntary Chapter 7 bankruptcy
petition (Bankr. W.D.N.C. Case No. 10-33405) on Nov. 17, 2010.
The Bankruptcy Case was converted to a Chapter 11 proceeding
effective Feb. 16, 2011, but was re-converted back to a Chapter 7
proceeding on May 11, 2011.  Wayne Sigmon was subsequently
appointed as the Chapter 7 Trustee.


BLITZ USA: Section 341(a) Meeting Scheduled for Dec. 21
-------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
of Blitz U.S.A., Inc., et al. on Dec. 21, 2011, at 9:30 a.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 Blitz Acquisition Holdings

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


BLITZ USA: Wants to File Schedules and Statements Until Dec. 19
---------------------------------------------------------------
Blitz U.S.A., Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend their time to file their schedules
of assets and liabilities, statements of financial affairs and
schedules of executory contracts and unexpired leases until
Dec. 19, 2011.

The Debtors relate that they need more time to gather information
from various documents and locations; complete the closing of
their books and records as of the Petition Date or other dates, as
appropriate; review the information, prepare and verify the
schedules.

                  About Blitz Acquisition Holdings

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

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


BLOCKBUSTER INC: Settles Sexual Harassment Suit for $2.3 Million
----------------------------------------------------------------
Ben James at Bankruptcy Law360 reports that the U.S. Equal
Employment Opportunity Commission and Blockbuster Inc.'s
bankruptcy estate won a federal judge's approval Monday for a
$2.3 million deal settling allegations that several female workers
were sexually harassed at a Blockbuster warehouse in Maryland.

Law360 relates that U.S. District Judge Roger Titus gave his
blessing to a consent judgment that called for Blockbuster, now
known as BB Liquidating Inc., to pay seven female claimants at
least $300,000 each.

                      About Blockbuster Inc.

Blockbuster Inc., the movie rental chain with a library of
more than 125,000 titles, along with 12 U.S. affiliates,
initiated Chapter 11 bankruptcy proceedings with a pre-arranged
reorganization plan in Manhattan (Bankr. S.D.N.Y. Case No.
10-14997) on Sept. 23, 2010.  It disclosed assets of $1 billion
and debts of $1.4 billion at the time of the filing.

Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the U.S. Debtors.
Rothschild Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  The Official
Committee of Unsecured Creditors retained Cooley LLP as its
counsel.

In April 2011, Blockbuster conducted a bankruptcy court-sanctioned
auction for all the assets.  Dish Network Corp. won with an offer
having a gross value of $320 million.


BOLTHOUSE FARMS: Moody's Retains 'B2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service changed the outlook for Wm. Bolthouse
Farms, Inc. to stable from negative. The company's B2 CFR and
other ratings remain unchanged.

RATINGS RATIONALE

"The outlook change to stable reflects Bolthouse's improved
operating performance that led to growth in EBITDA, notable
improvements in the cushion under its financial covenants and
modest debt reduction" said Linda Montag, Moody's SVP. While
volatility in operating performance may reappear as a result of
vulnerability to weather conditions and the company's limited
ability to change prices in the short run to offset rising costs,
Moody's believes that benefits from recent productivity
improvements, continued cost control and top line growth should
enable the company to maintain stable, if not improved, financial
metrics and ample covenant cushion (consistently above 15-20%)
over the next 12 to 18 months. Moody's estimates that by the end
of FYE 3/2012 Bolthouse's leverage (Debt to EBITDA) will decline
to below 5 times and EBITA margin will improve to an estimated
14.5% to 15% range from 13.7% as of LTM 9/2011 (all calculated
using Moody's accounting adjustments). Moody's also expects that
Bolthouse will maintain ample liquidity, with cash balances at
around $15 million and full availability under its $55 million
revolving credit facility over the next 12 to 18 months.

Bolthouse's B2 corporate family rating reflects the company's
modest scale relative to much larger and diverse natural products
and packaged goods companies, concentration of its vertically
integrated raw material sources, fairly narrow product focus, and
credit risks associated with private equity ownership. These
speculative grade elements in the company's profile are offset by
the company's leading market position within its core carrot
business and its healthy beverage and dressings segment as well as
the relatively stable nature of the company's earnings with less
volatility than for other natural product processors.

The ratings could be upgraded if the company is able to strengthen
credit metrics such that debt to EBITDA can be sustained below 4.5
times and free cash flow to debt above 6% (calculated using
Moody's accounting adjustments). In addition, given private equity
sponsorship, there should be more clarity about the company's
future ownership profile and longer term financial policy.

The ratings could be downgraded if the company covenant cushion
deteriorates, if Bolthouse is unable to sustain its leading market
position in its product segments, experiences margin erosion, if
the company pursues aggressive shareholder enhancement initiatives
that erode credit metrics, or if debt to EBITDA increases above 6
times (calculated using Moody's accounting adjustments).

The principal methodology used in rating Wm. Bolthouse Farms, Inc.
was Moody's Global Food -- Protein and Agriculture industry
methodology published in September 2009 and available on
www.moodys.com in the Rating Methodologies sub-directory under the
Research & Ratings tab. Other methodologies and factors that may
have been considered in the process of rating this issuer can also
be found in the Rating Methodologies sub-directory on Moody's
website.

BF Bolthouse Holdco, LLC through its operating subsidiaries
including Wm. Bolthouse Farms, Inc. is a grower, processor and
distributor of peeled and cut carrots and carrot products, and a
producer of fruit and vegetable based beverages and salad
dressings. Bolthouse also has a cold storage freight forwarding
warehouse business located in Chicago, which allows retailers to
pick up Bolthouse products and other produce which have been
shipped by rail from Bakersfield. Revenues for the twelve months
ended September 30, 2011 were approximately $642 million.
Bolthouse is headquartered in Bakersfield, California.


BONDS.COM: XOL Holding Discloses 7.6% Equity Stake
--------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, XOL Holding S.A.L. disclosed that, as of Dec. 5, 2011,
it beneficially owns 8,571,428 shares of common stock of Bonds.com
Group, Inc., representing 7.6% of the shares outstanding.  A full-
text copy of the filing is available at http://is.gd/DUCcLZ

                       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.


BORDERS GROUP: Court Sends Cashier's Claim to Mediation
-------------------------------------------------------
Bankruptcy Judge Martin Glenn sent Borders Group, Inc., and its
former cashier to mediation before Hon. Shelley C. Chapman to
resolve a $2,945 severance claim.  Borders sought to expunge the
claim filed by Nancy L. DeMichele for severance payments allegedly
owed to her on account of roughly eight years of employment for
the Debtors.  Borders argues that all severance due and owing to
Ms. DeMichele had been paid pursuant to the Debtors' prepetition
severance and associated rehire policies.  Judge Glenn held that
in the event the case is not resolved in mediation, an evidentiary
hearing will be scheduled.  A copy of Judge Glenn's Dec. 14, 2011
Memorandum Opinion is available at http://is.gd/fVqTBVfrom
Leagle.com.

                       About Borders Group

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

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

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

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

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

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

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

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

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


BRIGHAM EXPLORATION: S&P Raises Corporate Credit Rating From 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Brigham Exploration Co. to 'BBB+' from 'B'. "At the same
time, we raised the company's senior unsecured debt ratings to
'BBB+' from 'CCC+'. We also withdrew the recovery ratings on
Brigham's senior unsecured issues. The outlook is stable," S&P
said.

"The upgrade reflects the improvement in the company's stand-alone
credit profile following the transaction and our assessment of
anticipated parent-level support," said Standard & Poor's credit
analyst Lawrence Wilkinson. "Our standalone credit profile for
Brigham is 'bb-' reflecting the assumption of a material
strengthening of the company's financial profile resulting from
the transaction. While Statoil will not be providing a formal
guarantee for Brigham's outstanding debt, we note the strategic
nature of Statoil's ownership of Brigham and assess a reasonable
expectation of extraordinary support in the event of financial
difficulties. We therefore raised the corporate credit rating on
Brigham to 'BBB+', three notches below Statoil's 'a+' standalone
credit rating."

"The stand-alone credit rating on Brigham primarily reflects its
small reserve base, its modest production, and sizable capital
spending. The rating also incorporates Brigham's solid growth
prospects in the oil-rich Williston Basin, future benefits from
operational support from its parent company Statoil and its highly
competitive cost structure relative to peers. It also has a
significant oil mix, a positive rating factor given the currently
high oil price environment. Our outlook on Brigham is stable
reflecting our view that the company will be able to fund its
aggressive growth strategy in a manner that does not result
in material increases in funded debt. We would consider a
downgrade of the corporate credit rating if we deem a diminishment
of the company's strategic importance to Statoil. Conversely, an
upgrade to the corporate credit rating would require material
growth in the company's asset base, increasing its relative
contribution to Statoil's consolidated results," S&P said.


BROADSTRIPE LLC: Plan of Reorganization Confirmed
-------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court entered
an order confirming privately-held Broadstripe's First Modified
Plan of Reorganization.  According to documents filed with the
Court, "The Plan contemplates the transfer of substantially all of
the Debtors' assets to the prevailing bidder at an Auction to be
held in accordance with the Bidding Procedures Order." The Court
approved the sale of Broadstripe's assets to Martell Cable
Services on Nov. 15, 2011.

As reported by the Troubled Company Reporter on Nov. 18, 2011, the
plan calls for the Debtor to sell the business to four buyers for
about $95 million.  Bill Rochelle, the bankruptcy columnist for
Bloomberg News, said the disclosure statement tells second-lien
and general unsecured creditors that they should have about 5%
recovery if they agree to releases.  If not, the recovery would be
0.4%, the disclosure statement says.

The TCR report notes the he plan is based partly on a settlement
approved in December 2010 that is to be implemented as part of the
reorganization.  First-lien secured lenders consented to the sale
even though it pays less than half their debt and financing for
the Chapter 11 case, according to a court filing.  The first-lien
debt is $181 million while second-lien debt now owed to Highland
Capital Management LP is $91.9 million. Another $10.3 million of
second-lien debt is owed to other creditors.  Highland is to
receive nothing on its portion of the second-lien debt. General
unsecured claims amount to about $54.4 million.

                       About Broadstripe LLC

Headquartered in Chesterfield, Missouri, Broadstripe LLC --
http://www.broadstripe.com/-- provides videos and telephone
services to consumers and business in Maryland, Michigan,
Washington and Oregon.  The Company and five of its affiliates
filed for Chapter 11 protection (Bankr. D. Del. Case No. 09-10006)
on Jan. 2, 2009.  Attorneys at Ashby & Geddes, and Gardere Wynne
Sewell LLP represent the Debtors in their restructuring efforts.
The Debtors tapped FTI Consulting Inc. as their restructuring
consultant, and Epiq Bankruptcy Consultants LLC as their claims
agent.  In its petition, Broadstripe estimated assets and debts
between $100 million and $500 million.  An Official Committee of
Unsecured Creditors has been appointed in the case.


CC MEDIA: S&P Affirms 'CCC+' Corporate Rating; Outlook Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
San Antonio, Texas-based CC Media Holdings Inc., and its operating
subsidiary Clear Channel Communications Inc., which S&P views on
consolidated basis, to negative from positive. "We affirmed our
ratings on the company, including the corporate credit rating of
'CCC+'," S&P said.

"The outlook revision reflects our view that softening ad demand
and global economic uncertainty could slow the pace of revenue
growth at CC Media over the intermediate term, heightening
refinancing risk around its 2014 and 2016 debt maturities,"
explained Standard & Poor's credit analyst Michael Altberg.

"The 'CCC+' corporate credit rating reflects the risks surrounding
the longer-term viability of the company's capital structure -- in
particular, refinancing risk relating to sizable secured and
unsecured debt maturities in 2014 ($2.9 billion) and 2016 ($12.3
billion). We view CC Media's financial risk profile as 'highly
leveraged' (based on our criteria), given the company's
significant refinancing risk, very slim EBITDA coverage of
interest expense, and minimal discretionary cash flow compared to
its debt burden. In our view, the company has a 'fair' business
risk profile, because of its position as the largest U.S. radio
and global outdoor advertising operator," S&P said.

"CC Media Holdings is the largest U.S. radio broadcaster, with
over 55% of its stations located in the top 100 markets. The
company has the No. 1 or No. 2 audience position in the top 10
markets, which, in conjunction with its size and scale, confers
significant cost efficiencies. Ad rates in the radio industry
dropped sharply during the recession, and although we believe
Clear Channel and competitors have experienced ad rate growth in
2010 and 2011, we suspect ad rates remain well below prerecession
levels. The company's more stable global outdoor business has good
geographic diversity, with a presence in 29 countries. In our
view, there are moderate longer-term growth prospects at the
outdoor segment, which is under less structural pressure than
certain other local media, such as newspapers and directories. The
outdoor segment will likely also benefit from the increasing
deployment of digital billboards and the ongoing slow recovery in
ad rates and occupancy. While audience levels have remained
relatively stable in radio, we believe there is less visibility
regarding the industry's ability to achieve sustainable revenue
growth in 2012 and beyond, due to advertising market share loss to
alternative traditional and digital media and the lack of ad rate
integrity," S&P said.

"Based on our operating assumptions, we believe the company has
more than ample liquidity to meet its roughly $562 million of
unsecured pre-LBO notes that mature in 2012 and 2013 with cash on
hand and modest discretionary cash flow. The company could also
issue under its accordion facility to refinance a portion of this
debt in order to preserve cash balances. The more formidable
refinancing risk is in 2014, with $2.9 billion of secured and
unsecured debt maturities, and in 2016, with $12.3 billion of
secured and unsecured debt maturities. The company's term loan A
($1.1 billion outstanding) is only pre-payable on a pro rata basis
with 2016 bank maturities, which reduces the flexibility to
address 2014 bank maturities before they come due. As of Sept. 30,
2011, lease-adjusted total debt (capitalizing both operating
leases and minimum franchise payments associated with outdoor
operations, and including accrued interest, asset retirement
obligations, third-party debt, and guaranteed letters of credit)
to EBITDA was very steep, at 11.9x, down from 13.0x at year-end
2010. EBITDA (including restructuring costs) coverage of interest
was very slim, at about 1.2x on Sept. 30, 2011, while EBITDA
coverage of cash interest was slightly better, at roughly 1.4x. We
expect the coverage ratio could decline if the company refinances
debt maturities at higher interest rates or modestly underperforms
our base-case expectations," S&P said.


CDC CORP: Hearing on Motion for Ch. 11 Trustee Set for Dec. 19
--------------------------------------------------------------
The Hon. Paul W. Bonapfel of the U.S. Bankruptcy Court for the
Northern District of Georgia will convene a hearing on Dec. 19,
2011, at 10:00 a.m., to consider motions to appoint a Chapter 11
Trustee in the case of CDC Corporation.

Donald F. Walton, U.S. Trustee for Region 21 asked for the
appointment of a Chapter 11 trustee based on the Debtor's
inability to fulfill its fiduciary obligation as a debtor-in-
possession to administer the case in a manner consistent with the
best interests of creditors and shareholders.

Prepetition judgment creditors Evolution CDC SPV Ltd., Evolution
Master Fund Ltd., Segregated Portfolio M, and E1 Fund Ltd., also
asked for the appointment of a Chapter 11 trustee (ii) an
expedited hearing on the motion.

The creditors related that it is clear that Marcus A. Watson of
Finley, Colmer and Company as chief restructuring officer does not
have, and cannot be given, sufficient fiduciary powers to contain
Peter Yip, the Company's chief executive officer and vice-
chairman of the board of directors, and those board members and
staff he controls from doing further damage to the Debtor and its
major assets, such as CDC Software.

                           About CDC Corp

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

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


CHILE MINING: Posts $349,800 Net Loss in Sept. 30 Quarter
---------------------------------------------------------
Chile Mining Technologies Inc. filed on Dec. 9, 2011, its
quarterly reports on Form 10-Q for the three months ended
Sept. 30, 2011, and the three months ended June 30, 2011.

The Company reported a net loss of $349,858 on $70,729 of sales
for the three months ended Sept. 30, 2011, compared with a net
loss of $541,581 on $64,684 of revenues for the three months ended
Sept. 30, 2010.

For the six months ended Sept. 30, 2011, the Company has reported
a net loss of $676,464 on $133,938 of sales, compared with a net
loss of $1.7 million on $64,684 of revenues for the six months
ended Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2011, showed $6.7 million
in total assets, $11.5 million in total liabilities, $3.1 million
in redeemable common stock, and a stockholders' deficit of
$7.9 million.

A copy of the Form 10-Q for the three months ended Sept. 30, 2011,
is available for free at http://is.gd/kWysdp

The Company reported a net loss of $326,606 on $63,209 of sales
for the three months ended June 30, 2011, compared with a net loss
of $1.2 million on $nil revenues for the three months ended
June 30, 2010.

The Company's balance sheet at June 30, 2011, showed $7.4 million
in total assets, $11.6 million in total liabilities, $3.1 million
in redeemable common stock, and a stockholders' deficit of
$7.3 million.

A copy of the Form 10-Q for the three months ended June 30, 2011,
is available for free at http://is.gd/m8iS1K

Schwartz Levitsky Feldman LLP, in Toronto, Ontario, Canada,
expressed substantial doubt about Chile Mining Technologies'
ability to continue as a going concern, following the Company's
results for the fiscal year ended March 31, 2011.  The independent
auditors noted that the Company is dependent upon its ability to
obtain financing and upon future profitable operations from the
production of copper.

                         About Chile Mining

Chile Mining Technologies Inc. is a mineral extraction company
based in the Republic of Chile, with copper as its principal "pay
metal." The Company is headquartered in Nunoa, Santiago, in the
Republic of Chile.


CHINA DIRECT: Gets Nasdaq Minimum Bid Price Non-Compliance Notice
-----------------------------------------------------------------
China Direct Industries, Inc. received a letter from the Nasdaq
OMX Group on Dec. 12, 2011 indicating that the Company no longer
meets the minimum bid price requirement for continued listing set
forth in Nasdaq Marketplace Rule 5450(a)(1).  The letter gives
China Direct Industries notice that bid price of the Company's
common stock has closed under $1.00 for the last 30 business days.

The Nasdaq notice has no effect on the listing of the Company's
common stock at this time.  Pursuant to Nasdaq Marketplace Rule
5810(c)(3)(A), the Company has an initial period of 180 calendar
days, or until June 11, 2012, to regain compliance.  The letter
states the Nasdaq staff will provide written notification that the
Company has achieved compliance with Rule 5450(a)(1) if at any
time before June 11, 2012, the bid price of the Company's common
stock closes at $1.00 per share or more for a minimum of 10
consecutive business days.

If the Company cannot demonstrate compliance with Rule 5450(a)(1)
by June 11, 2012, it may transfer its listing to The Nasdaq
Capital Market if it meets the initial listing criteria set forth
in Nasdaq Marketplace Rule 5505, except for the bid price
requirement.  In that case, it may have an additional 180 calendar
day period in which to comply with the minimum bid price
requirement.  The Company currently meets these initial listing
criteria.  Otherwise, the Nasdaq staff may begin the process to
have the Company's securities delisted.  At that time, the Company
may appeal the Nasdaq staff's determination to delist its
securities to a Listing Qualifications Panel.

The Company intends to actively monitor the bid price for its
common stock between now and June 11, 2012, and will consider all
available options to regain compliance with the Nasdaq minimum bid
price requirement.

                       About China Direct

Headquartered in Deerfield Beach, Florida, China Direct
Industries, Inc. -- http://www.cdii.net/-- is a U.S. based
company that sources, produces and distributes industrial
commodities in China and the Americas and provides business and
financial consulting services.  It has corporate offices in
Shanghai, China Direct Industries' unique infrastructure provides
a platform to expand business opportunities globally while
effectively and efficiently accessing the U.S. capital markets.


CHINA EXECUTIVE: Posts $1.1 Million Net Loss in Third Quarter
-------------------------------------------------------------
China Executive Education Corp. filed its quarterly report on Form
10-Q, reporting a net loss of $1.1 million on $2.8 million of
revenues for the three months ended Sept. 30, 2011, compared with
a net loss of $1.5 million on $2.0 million of revenues for the
same period of 2010.

For the nine months ended Sept. 30, 2011, the Company has reported
a net loss of $4.3 million on $5.7 million of revenues, compared
with a net loss of $3.5 million of $5.7 million of revenues for
the same period last year.

The Company's balance sheet at Sept. 30, 2011, showed
$18.5 million in total assets, $27.7 million in total liabilities,
and a shareholders' deficit of $9.2 million.

Albert Wong & Co., in Hong Kong, China, expressed substantial
doubt about China Executive Corp.'s ability to continue as a going
concern, following the Company's 2010 results.  The independent
auditors noted that the Company has has accumulated deficits as at
Dec. 31, 2010, of $6.6 million including net losses of
$4.9 million for the year ended Dec. 31, 2010.

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

                       http://is.gd/6R5Ldl

The Company filed on Dec. 9, 2011, Amendment No. 1 to its Annual
Report on Form 10-K for the year ended Dec. 31, 2010, originally
filed April 15, 2011.

On Nov. 15, 2011, the Audit Committee of the Board of Directors of
the Company concluded that the Company's consolidated financial
statements for the years ended Dec. 31, 2010, and 2009, contained
in the Company's Annual Report on Form 10-K for the fiscal years
ended Dec. 31, 2010, and 2009, each as filed with the Securities
and Exchange Commission, should be restated for changes in
accounting policies.  These restatements are non-cash related, and
relate to following reasons:

1) The net revenues for the years ended Dec. 31, 2010, and 2009,
   were overstated due to improper records of revenue and deferred
   revenue;

2) Improper accounting treatment regarding consolidating variable
   interests entity(the "VIE");

3) Improper disclosure on VIE;

4) Improper accounting treatment for deferred tax assets;

5) Under and over accrual for certain liabilities as well as
   expenses; and

6) Certain accounts were improperly classified.

The net effects of net income attributable to the Company's
shareholders for the years ended Dec. 31, 2010, and 2009, were
decreases of approximately $7.49 million and $2.97 million,
respectively.

The Company reported a net loss of $4.9 million on $7.2 million of
revenues for 2010, compared with a net loss of $287,869 on
1.8 million of revenues for the period from inception (April 23,
2009) to Dec. 31, 2009.

The Company's balance sheet at Dec. 31, 2010, showed $10.2 million
in total assets, $10.4 million in total liabilities, and a
shareholders deficit of $198,682.

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

                       http://is.gd/ZLNqe5

China Executive Education Corp. is an executive education company
with operations in Hangzhou and Shanghai, China.  The Company
operates comprehensive business training programs that are
designed to fit the needs of Chinese entrepreneurs and to improve
their leadership, management and marketing skills, as well as
bottom-line results.  The Company is based in Hangzhou, the
People's Republic of China.


CHUKCHANSI ECONOMIC: Resort Enters Restructuring Support Deal
-------------------------------------------------------------
The Chukchansi Economic Development Authority, operator of the
Chukchansi Gold Resort and Casino in Coarsegold, California, has
reached a restructuring support agreement with a group of
bondholders representing over 60% of CEDA's 8% Senior Notes due
2013 and Floating Rate Senior Notes due 2012 pursuant to which the
obligations of the Authority under the Notes are contemplated to
be restructured.

Reggie Lewis, Chairman of the Tribal Council of the Picayune
Rancheria of the Chukchansi Indians, commented: "We are very
pleased to be partnering with the Bondholder Group to enable us to
achieve a long-term capital structure solution.  We believe this
restructuring, if completed, will help pave the way for our
continued success and growth."

As previously announced, on Nov. 15, 2011, the Authority did not
make a scheduled payment of interest on the Notes.  In connection
with entering into the Restructuring Support Agreement, on
Dec. 15, 2011, the Authority made the payment of interest that was
due on Nov. 15, 2011, together with interest on the missed
payment.

Chukchansi Economic Development Authority is a wholly-owned
unincorporated enterprise of the Picayune Rancheria of the
Chukchansi Indians, a federally recognized Indian tribe.  The
Tribe has approximately 1,100 enrolled members and operates the
Resort on an approximately 48.5-acre property near Coarsegold,
California.

                            *     *    *

As reported in the Troubled Company Reporter on Nov. 21, 2011,
Moody's Investors Service downgraded Chukchansi Economic
Development Authority's corporate family rating to Ca from Caa2
and probability of default rating to Ca from Caa1.


CLEAR CREEK: Exclusive Plan Filing Period Extended to Feb. 13
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada has extended
Clear Creek Ranch II, LLC, and Clear Creek at Tahoe, LLC's
exclusive periods to file a plan and to solicit acceptances of a
filed plan, through Feb. 13, 2012, and April 16, 2012,
respectively.

                    About Clear Creek Ranch II

Minden, Nevada-based Clear Creek Ranch II LLC owns a 530.74-acre
undeveloped residential subdivision located within the project
known as Clear Creek.  That project included a world-class golf
course, the residential subdivision around the golf course, a lake
house on Lake Tahoe and a fly fishing ranch along the West Walker
River.  The co-developers and joint venturers of the Project are
CCR II's affiliate, Clear Creek at Tahoe LLC, and entities
affiliated with Nevada businessman John Serpa, Sr., and his sons.

On April 30, 2010, the Serpas purchased the $15 million First
Horizon Loan secured by the residential subdivision, and then
threatened foreclosure to coerce CCT to pay money on both the
First Horizon Loan and the (Serpa-owned) Nevada Friends, LLC Note.
The Serpas then scheduled a foreclosure sale for the Residential
Subdivision for July 18, 2011.

On July 18, 2011, Clear Creek Ranch II and Clear Creek at Tahoe
filed separate Chapter 11 bankruptcy petitions (Bankr. D. Nev.
Case Nos. 11-52302 and 11-52303).  Judge Bruce T. Beesley presides
over the cases.

In its petition, Clear Creek Ranch II estimated assets and debts
of $10 million to $50 million.  The petitions were signed by James
S. Taylor, the Trustee.

Vincent M. Coscino, Esq., Thomas E. Gibbs, Esq., and Richard M.
Dinets, Esq., at Allen Matkins Leck Gamble Mallory & Natsis LLP,
in Irvine, Calif., represent the Debtors as general reorganization
counsel.  Amy N. Tirre, Esq., at the Law Offices of Amy N. Tirre,
APC, in Reno, Nev., represents the Debtors as local reorganization
counsel.


CLEARWIRE CORP: Increases Class A Shares Offering to $350 Million
-----------------------------------------------------------------
Clearwire Corporation said that its previously announced public
offering of its Class A Common Stock has been upsized from $300.0
million to $350.0 million.  The offering has priced at $2.00 per
share to the public, and 175,000,000 shares are being offered.
Clearwire has also granted the underwriters a 30-day option to
purchase up to an additional $52.5 million, or 26,250,000 shares,
of its Class A Common Stock. The offering is expected to close on
Dec. 13, 2011.

In addition, Sprint Nextel Corporation agreed to exercise its pro
rata preemptive rights with respect to the offering in the
Commitment Agreement between Clearwire and Sprint, dated Nov. 30,
2011.  Upon such exercise, Sprint will purchase, in a separate,
private transaction, approximately 172 million additional shares
of Clearwire's Class B Common Stock and a corresponding number of
Class B Common Interests in Clearwire's wholly-owned subsidiary,
Clearwire Communications, LLC.

Clearwire plans to use the net proceeds for general corporate and
working capital purposes, including the deployment of mobile 4G
LTE technology alongside the mobile 4G WiMAX technology currently
on its network and for the operation and maintenance of its
networks and to pay fees and expenses associated with this
offering.

J.P. Morgan, BofA Merrill Lynch and Jefferies are acting as joint
book-running managers for this offering.

The offering was made pursuant to an effective shelf registration
statement filed with the Securities and Exchange Commission.  The
offering was made only by means of the written prospectus and
prospectus supplement that form a part of the registration
statement.  A copy of the prospectus and prospectus supplement
related to the offering may be obtained by contacting: J.P.
Morgan, c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, New York 11717, or by calling toll-free at 1-
866-803-9204, or BofA Merrill Lynch, 4 World Financial Center, New
York, New York, 10080, Attn: Prospectus Department or by email at
dg.prospectus_requests@baml.com, or Jefferies, Equity Syndicate
Prospectus Department, at 520 Madison Avenue, 12th Floor, New
York, NY 10022, at 877-547-6340 and at
Prospectus_Department@Jefferies.com.


CLEARWIRE CORP: Earns $384.1 Million from Public Equity Offering
----------------------------------------------------------------
Clearwire Corporation has closed its public offering of
201,250,000 shares of Class A common stock at $2.00 per share
originally announced on Dec. 5, 2011, comprised of 175,000,000
shares of Class A common stock initially offered and an additional
26,250,000 shares of Class A common stock sold pursuant to the
underwriters' exercise of their over-allotment option.  The
successful offering will provide Clearwire with net proceeds of
$384.1 million, after underwriters' discounts and commissions.

In addition, Sprint has exercised its preemptive rights to
purchase 173,635,000 shares of Class B Common Stock and a
corresponding number of Class B units in Clearwire Communications
LLC, which will provide Clearwire with an additional $331.4
million in net proceeds.  The total net new capital available to
Clearwire following the closings is $715.5 million.

"This equity raise is a critical step for Clearwire to achieve its
long-term business plan of creating the first wide-channel TDD-LTE
4G network in the U.S.," said Erik Prusch, president and CEO of
Clearwire.  "The added resources will enable us to continue
delivering 4G mobile broadband service to meet the rapidly growing
demand in the industry.  We remain ideally and uniquely positioned
to serve both wholesale and retail customers well into the
future."

On Dec. 1, 2011, Clearwire and Sprint announced agreements
whereby, among other things, Sprint committed to provide
additional equity funding to Clearwire in connection with a public
offering meeting certain requirements.  The exercise of preemptive
rights by Sprint satisfies its commitment.

Clearwire plans to use the net proceeds for general corporate and
working capital purposes, including the deployment of mobile 4G
LTE technology alongside the mobile 4G WiMAX technology currently
on its network, and for the operation and maintenance of its
networks, and to pay fees and expenses associated with this
offering.

J.P. Morgan, BofA Merrill Lynch and Jefferies acted as joint book-
running managers for the offering.

The offering was made pursuant to an effective shelf registration
statement filed with the Securities and Exchange Commission.  The
offering was made only by means of the written prospectus and
prospectus supplement that form a part of the registration
statement.  A copy of the prospectus and prospectus supplement
related to the offering may be obtained by contacting: J.P.
Morgan, c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, New York 11717, or by calling toll-free at 1-
866-803-9204, or BofA Merrill Lynch, 4 World Financial Center, New
York, New York, 10080, Attn: Prospectus Department or by email at
dg.prospectus_requests@baml.com, or Jefferies, Equity Syndicate
Prospectus Department, at 520 Madison Avenue, 12th Floor, New
York, NY 10022, at 877-547-6340 and at
Prospectus_Department@Jefferies.com.

                          About Northcore

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

The Company also reported a net loss and comprehensive loss of
C$3.27 million on C$573,000 of revenue for the nine months ended
Sept. 30, 2011, compared with a net loss and comprehensive loss of
C$2.35 million on C$406,000 of revenue for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2011, showed
C$1.91 million in total assets, C$1.16 million in total
liabilities, and C$747,000 in total shareholders' equity.

Certain adverse conditions and events cast substantial doubt upon
the ability of the Company to continue as a going concern, the
Company said in the filing.  "The Company has not yet realized
profitable operations and has relied on non-operational sources of
financing to fund operations."


COMMANDER PREMIER: Gets More Time to Work Out Reorganization
------------------------------------------------------------

Scott Moyers at Southeast Missourian reports Judge Bill Parker of
the U.S. Bankruptcy for the Eastern District of Texas has given
Commander Premier Aircraft Corp. another month to reorganize
before he will consider Cape Girardeau's motion to allow the
company's assets to be liquidated.

According to the report, Judge Parker continued the hearing until
Jan. 17, when he will consider the city's motion to switch the
bankruptcy status from Chapter 11 to Chapter 7.

The report says court documents filed on Dec. 12 offer a hint of
what the company is thinking.  The document, filed on behalf of
former company president and investor Joel Hartstone, says
Commander maintains the Federal Aviation Administration's Parts
Manufacture Approval and its Quality Assurance Program, which
cannot be transferred to another entity.

According to the report, if they find a buyer, those approvals
could transfer to the new owner.  It took Commander two years to
prepare for and obtain those approvals.  If a Chapter 7 were
granted, any buyer of those assets, however, would not have those
approvals.

The report adds that the company asked the judge to deny a status
change to Chapter 7 and to liquidate up to $175,000 of "easily
sold tangible assets" to create estate liquidity.

Based in Tyler, Texas, Commander Premier Aircraft Corporation
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case
No. 11-60548) on June 16, 2011.  Jason R. Searcy, Esq., at Searcy
& Searcy P.C., represents the Debtor.  The Debtor estimated assets
of less than $50,000, and debts between $1 million and
$10 million.


CRISTAL INORGANIC: Moody's Raises Corporate Family Rating to Ba3
----------------------------------------------------------------
Moody's Investors Service upgraded Cristal Inorganic Chemicals
Ltd.'s (Cristal) Corporate Family Rating (CFR) and Probability of
Default (PDR) ratings to Ba3 from B1. Moody's upgraded the ratings
on the company's first and second lien debt one notch to Ba1 and
B1, respectively. The upgrade reflects the company's improved
operating performance and leverage reduction because of strong
titanium dioxide (TiO2) industry dynamics that Moody's expects
will support positive free cash flow generation in 2012. The
outlook is stable. The following summarizes the ratings activity:

Cristal Inorganic Chemicals Ltd.

Ratings upgraded:

Corporate Family Rating to Ba3 from B1

Probability of Default Rating to Ba3 from B1

Revolving Credit Facility due 2012 to Ba1 (LGD2/26%) from Ba2
(LGD2/28%)

First Lien Term Loan due 2014 to Ba1 (LGD2/26%) from Ba2
(LGD2/28%)

Second Lien Term Loan due 2014 to B1 (LGD5/70%) from B2 (LGD5/73%)

Outlook - Stable from Positive

RATINGS RATIONALE

Cristal's Ba3 CFR reflects the company's strong financial
performance, which is expected to continue in 2012, and lower
leverage. Tight TiO2 supply-demand conditions have led to high
industry operating rates, rising product prices and strong cash
flows for producers. Cristal has applied free cash flow towards
debt reduction, making $150 million of optional principal
prepayments on its first lien term loan in 2011. Moody's expects
it will continue to repay debt as long as it generates strong
positive free cash flow.

TiO2 prices have risen steadily throughout 2011, and recent price
announcements by industry players are targeted towards offsetting
double digit ore raw material price increases anticipated to be
implemented in 2012. Average 2012 TiO2 prices will likely be
higher than the 2011 average prices, because of past pricing
actions, and could benefit further from any future price
increases. Moody's expects 2012 ore raw material costs will
increase dramatically, pressuring TiO2 industry producers'
margins, but the impact on producers' cost of goods sold will be
mitigated by existing ore inventory positions, their own internal
ore mining capacity and long-term contracts with ore suppliers
that typically have price escalation clauses that would result in
more modest price increases than seen on the spot market.

Cristal has strong credit metrics for its Ba2 CFR. However, before
Moody's will consider further upgrades to the rating, Moody's
expects to see the impact of raw material cost increases and
potential future TiO2 price increases on producers' margins.

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

Cristal Inorganic Chemicals Ltd., headquartered in Hunt Valley,
Maryland, is the world's second largest producer of titanium
dioxide. The company is also a producer TiCl4 and ultrafine TiO2.
Revenues were approximately $1.8 billion for the twelve months
ended September 30, 2011. Cristal is a wholly owned subsidiary of
The National Titanium Dioxide Company Limited (Cristal Global),
which operates a large, low-cost, TiO2 facility in Yanbu, Saudi
Arabia.




DALLAS ROADSTER: Seeks to Use Texas Bank's Collateral
-----------------------------------------------------
Dallas Roadster Ltd. and IEDA Enterprises Inc. seek Bankruptcy
Court authority to use proceeds of assets on which Texas Capital
Bank, National Association, asserts a first priority lien and
security interest.

As of Nov. 16, the Debtors owe TCB $2.9 million on a revolving
line of credit note and $1.6 million on a real property note.  The
Debtor said it was current on all financial obligations due and
owing TCB.  The bank lender is also oversecured by collateral
totaling $10,163,727.

TCB asserts that it is secured by first priority liens on and
security interests in substantially all Roadster's personal
property, including, without limitation all vehicles, accounts,
and car notes.  TCB further asserts that it has a valid and
perfected first mortgage recorded against all of Roadster's real
property holdings.

The Debtor proposes to provide adequate protection to TCB as
regards any diminution in value of the Secured Lender's interest
in the Collateral as existing on the Petition Date.

The Debtor said it has an immediate need for the use of Cash
Collateral as it lacks sufficient unencumbered cash to fund
business operation.

The Debtors assert that TCB is adequately protected as a result of
the continued business operations.  Moreover, there is an equity
cushion in excess of 50% in the Prepetition Collateral.

The Debtors also anticipate making interest only payments to the
Secured Lender by way of adequate protection under the terms of a
final cash collateral order.

The Debtors note that pre-bankruptcy UCC?1s were filed by
Automotive Finance Corporation.  The Debtors said they never
borrowed any money from AFC.

            About Dallas Roadster and IEDA Enterprises

Dallas Roadster Ltd. owns and operates an auto dealership with
locations in both Richardson and Plano, Texas.  IEDA Enterprises,
Inc., is the general partner of Roadster.

Dallas Roadster and IEDA Enterprises filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on
Dec. 12, 2011.  Chief Judge Brenda T. Rhoades oversees both cases.
Michael S. Mitchell, Esq., and Robert T. DeMarco, Esq. --
mike@demarcomitchell.com and robert@demarcomitchell.com -- at
DeMarco-Mitchell, PLLC, serve as the Debtors' bankruptcy counsel.
Dallas Roadster estimated $10 million to $50 million in assets.

The Debtors' assets were placed under the care of a receiver on
Nov. 16, 2011, pursuant to a state court action by Texas Capital
Bank, National Association.

TCB may be reached at:

          Texas Capital Bank, National Association
          c/o Jennifer Owen
          HIGIER ALLEN & LAUTIN, P.C.
          5057 Keller Springs Road, Suite 600
          Addison, TX 75001?6608
          E-mail: jowen@higierallen.com

The receiver for the Debtors' assets may be reached at:

          Patrick Michaels
          P.E. MICHAELS CONSULTING
          1403 Marlboro Lane
          Richardson, TX 75082
          E-mail: pat@pemichaels.com


DALLAS ROADSTER: Wants Receiver to Turn Over Property
-----------------------------------------------------
IEDA Enterprise, Inc., and Dallas Roadster, Limited, ask the
Bankruptcy Court to compel a receiver to turn over property of the
bankruptcy estate to the Debtors.

In November 2011, Texas Capital Bank, National Association, the
Debtors' major secured lender, successfully instituted an ex parte
state court action which resulted in the appointment of a receiver
-- Patrick Michaels of P.E. Michaels Consulting.  TCB's action in
placing the Debtor in receivership was based primarily upon an
alleged breach of contract stemming from the issuance of a
criminal indictment against Bahman Hafez-Amini, a 49.5% limited
partner in Roadster, on four counts of money laundering involving
roughly $136,000.

The Debtors said the case sub judice was filed not to restructure
the Debtors' business operations per se, but rather to allow the
Debtors to regain some measure of control over business operations
that have been conducted successfully for many years.

As of Nov. 16, the Receivership Date, the Debtor said it was
current on all financial obligations due and owing TCB.  The bank
lender is also oversecured by collateral totaling $10,163,727.  As
of the Receivership Date, the Debtors owe TCB $2.9 million on a
revolving line of credit note and $1.6 million on a real property
note.

The Debtors contend that that Bahman Hafez-Amini's indictment
won't adversely impact the bankruptcy estate.  The Debtors point
out that the money laundering claims total $136,000 whereas his
limited partnership interest in Roadster alone (50%) is at least
$2.25 million.  Moreover, Bahman Hafez-Amini has resigned his
officer positions in both IEDA and Roadster and will no longer be
involved in the management of the Debtor.  He will likely remain
employed by the Debtor as a consultant and advisor.

            About Dallas Roadster and IEDA Enterprises

Dallas Roadster Ltd. owns and operates an auto dealership with
locations in both Richardson and Plano, Texas.  IEDA Enterprises,
Inc., is the general partner of Roadster.

Dallas Roadster and IEDA Enterprises filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on
Dec. 12, 2011.  Chief Judge Brenda T. Rhoades oversees both cases.
Michael S. Mitchell, Esq., and Robert T. DeMarco, Esq. --
mike@demarcomitchell.com and robert@demarcomitchell.com -- at
DeMarco-Mitchell, PLLC, serve as the Debtors' bankruptcy counsel.
Dallas Roadster estimated $10 million to $50 million in assets.

The Debtors' assets were placed under the care of a receiver on
Nov. 16, 2011, pursuant to a state court action by Texas Capital
Bank, National Association.


DALLAS ROADSTER: Sec. 341 Creditors' Meeting Set for Jan. 20
------------------------------------------------------------
The United States Trustee in Tyler, Texas, will hold a Meeting of
Creditors pursuant to Sec. 341(a) of the Bankruptcy Code in the
Chapter 11 cases of Dallas Roadster Ltd. and IEDA Enterprises Inc.
on Jan. 20, 2012, at 3:30 p.m. at Southfork Hotel 341 meeting.

Proofs of claim are due in the case by April 19, 2012.  Government
proofs of claim are due by June 11, 2012.

            About Dallas Roadster and IEDA Enterprises

Dallas Roadster Ltd. owns and operates an auto dealership with
locations in both Richardson and Plano, Texas.  IEDA Enterprises,
Inc., is the general partner of Roadster.

Dallas Roadster and IEDA Enterprises filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on
Dec. 12, 2011.  Chief Judge Brenda T. Rhoades oversees both cases.
Michael S. Mitchell, Esq., and Robert T. DeMarco, Esq. --
mike@demarcomitchell.com and robert@demarcomitchell.com -- at
DeMarco-Mitchell, PLLC, serve as the Debtors' bankruptcy counsel.
Dallas Roadster estimated $10 million to $50 million in assets.


The Debtors' assets were placed under the care of a receiver on
Nov. 16, 2011, pursuant to a state court action by Texas Capital
Bank, National Association.  The receiver is Patrick Michaels at
P.E. Michaels Consulting.


DEHLER MANUFACTURING: Section 341(a) Meeting Scheduled for Dec. 27
------------------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of creditors
of Dehler Manufacturing Co., Inc. on Dec. 27, 2011, at 10:00 a.m.
The meeting will be held at Austin Room 118, Homer Thornberry
Bldg., 903 San Jacinto, Austin, Texas.

Creditors are should file their proof debts not later than
March 26, 2012.

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

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

Dehler Manufacturing Co., Inc., filed a Chapter 11 petition
(Bankr. W. D. TX Case No. 11-12856) on Nov. 22, 2011, in Austin,
Texas, Patricia Baron Tomasco, Esq., Jackson Walker LLP at Austin
Texas serves as counsel to the Debtor.  The Debtor estimated up to
$50 million in assets and liabilities as of the Chapter 11 filing.

The petition was signed by Edward J. Herman, president.


DOMINION CLUB: To Emerge From Chapter 11 on New Year's Day
----------------------------------------------------------
John Reid Blackwell at Richmond Times Dispatch reports that the
Dominion Club will emerge from Chapter 11 bankruptcy protection on
Jan. 1, 2012, under a plan approved by a judge.

According to the report, the club has continued to operate during
a nearly one-year bankruptcy process that included mediation
between the members and owners, affiliates of its developer HHHunt
Corp.

The report says the company will remain under its current
ownership under the plan approved by Bankruptcy Court Judge Kevin
R. Huennekens.  Under the plan, the club's members will receive at
least 20 cents on the dollar for the refundable fees they were
owed.

"The plan in this case is the product of a lot of hard work on
both sides," the report quotes Tyler P. Brown, Esq., a lawyer
representing the creditors, as saying.  "We think that this is the
best result we could achieve in this case."

                      About The Dominion Club

The Dominion Club, L.C., filed for Chapter 11 protection (Bankr.
E.D. Va. Case No. 11-30187) in Richmond, Virginia, on Jan. 11,
2011.  Christian K. Vogel, Esq., and Vernon E. Inge, Jr., Esq., at
LeClairRyan, in Richmond, serves as counsel to the Debtor.  In its
bankruptcy petition, the Debtor estimated its assets in the
$1 million to $10 million range and debts in the $10 million to
$50 million range.

Tyler Brown, Esq., at Hunton Williams, represents the creditors
committee.  Robbie Westermann, Esq., an attorney with Hirschler
Fleischer, represents HHHunt.


DTF CORP: Seeks to Employ John Lewis as Chapter 11 Counsel
----------------------------------------------------------
DTF Corporation seeks permission from the U.S. Bankruptcy Court
for the Northern District of Texas to employ John P. Lewis, Jr.,
as Chapter 11 counsel.

John P. Lewis will:

   (a) assist in the preparation of schedules, statement of
       financial affairs, any amendments thereto, and any other
       documents and disclosures required to be filed by the
       Debtor under the bankruptcy laws and rules;

   (b) attend and participate with the Debtor in its "debtor
       interview" with the Office of the United States Trustee;

   (c) attend and participate with the Debtor in its Section 341
       meeting;

   (d) direct the Debtor concerning administrative and
       reorganization issues; and

   (e) perform all other necessary legal services in connection
       with the Chapter 11 case and in any adversary proceedings
       arising in this case.

Mr. Lewis's hourly rate is $300.  The Debtor will reimburse
Mr. Lewis for his actual and necessary expenses.  The Debtor paid
Mr. Lewis a retainer of $17,746.

To the best of the Debtor's knowledge, Mr. Lewis does not hold or
represent any interest adverse to the Debtor or its estate in
matters as to which he is to be engaged.

Mr. Lewis can be reached at:

          John P. Lewis, Jr., Esq.
          LAW OFFICE OF JOHN P. LEWIS, JR.
          1412 Main Street, Suite 210
          Dallas, TX 75202
          Tel: (214) 742-5925
          Fax: (214) 742-5928
          E-mail: jplewisjr@mindspring.com

                           About DTF Corp

DTF Corporation filed for Chapter 11 bankruptcy (Bankr. N.D. Tex.
Case No. 11-37362) on Nov. 21, 2011.  The petition was signed by
Gary B. Wood, CEO and director.  Judge Stacey G. Jernigan presides
over the case.  The Debtor is represented by:


DZF PROPERTIES: Court Approves Charles B. Greene as Counsel
-----------------------------------------------------------
The Bankruptcy Court authorized DZF Properties, LLC, to employ
Charles B. Greene, Esq., as its Chapter 11 counsel.  The Debtor
will pay Mr. Greene at $475 hourly rate.  The Debtor deposited
$20,000 as retainer fee.

DZF Properties, LLC, based in Los Gatos, California, filed for
Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 11-60649) on
Nov. 17, 2011.  Judge Arthur S. Weissbrodt presides over the case.
It scheduled $12,750,000 in assets and $8,661,625 in debts.  The
petition was signed by David Feece, Sr., the Debtor's managing
member.  Mr. Feece has been appointed by the Court as responsible
individual for the Debtor.


EMPIRE RESORTS: Stockholders OK Reverse Split of Common Stock
-------------------------------------------------------------
Empire Resorts, Inc., held its 2011 Annual Meeting of Stockholders
in New York on Dec. 13, 2011.  At the meeting, stockholders (i)
elected six directors to serve on the Board of Directors of the
Company for a one year term that expires at the 2012 annual
meeting of stockholders or until their respective successors are
elected and qualified or until their earlier resignation or
removal and (ii) approved an amendment to the Company's Amended
and Restated Certificate of Incorporation in order to effect a
one-for-three reverse split of the Company's common stock.  The
newly elected directors are Joseph A. D'Amato, Emanuel R.
Pearlman, Au Fook Yew, Gregg Polle, James Simon, and Nancy A.
Palumbo.

Empire Resorts filed a Certificate of Amendment to its Amended and
Restated Certificate of Incorporation to implement a one-for-three
reverse split of its common stock, $.01 par value per share.  The
Amendment became effective on Dec. 13, 2011.  The Amendment did
not change the par value of the common stock or the number of
shares of common stock Empire is authorized to issue.
Stockholders holding shares representing a majority of the
Empire's outstanding voting power approved the Amendment at the
annual meeting of stockholders held on Dec. 13, 2011.

At the Effective Time, immediately and without further action by
Empire's stockholders, every three shares of Empire's pre-split
common stock will automatically be converted into one share of
post-split common stock.

The split-adjusted shares of Empire's common stock will begin
trading on the Nasdaq Global Market on Wednesday, Dec. 14, 2011,
under the symbol "NYNYD," with a "D" added for 20 trading days to
signify that the Reverse Split has occurred.  The new CUSIP number
assigned to Empire's common stock because of the Reverse Split is
292052206.

Emanuel Pearlman, Chairman of the Board of Directors of Empire,
stated: "We anticipate that with the approval of the Reverse
Split, our common stock will continue to trade on the Nasdaq
Global Market.  We believe that this will permit the Company to
have financing flexibility as we continue with our efforts to grow
Empire."

Continental Stock Transfer & Trust Company, Empire's transfer
agent, will act as exchange agent for the exchange.  Stockholders
will receive forms and notices to exchange their existing shares
for new shares from the exchange agent or their broker.

                       About Empire Resorts

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

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

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

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


ENDEMOL NV: Reaches Debt Extension Until February
------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Endemol NV has
agreed with its lenders to waive the terms of its debt pile,
totaling more than EUR2 billion ($2.6 billion), until early
February, a person familiar with the matter said.

The Netherlands-based Endemol -- http://www.endemol.com/-- is one
of the world's leading producers of TV programs best known for its
output of hit reality-based programming and game shows such as
Deal or No Deal, Big Brother, and Extreme Makeover: Home Edition.
The production company also creates scripted dramas and soap
operas, and
develops digital content for online distribution.  It has more
than 2,000 programming formats in its library and exports shows
to more than 25 countries around the world.  Formed in 1994,
Endemol is owned by a consortium led by private equity firm
Goldman Sachs and Italian television company Mediaset.


ENERGY CONVERSION: Defers Interest Payment Amid Creditor Talks
--------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Energy Conversion
Devices Inc. is deferring payment on some debt interest due
Thursday to give it more time to continue talks with creditors.

                      About Energy Conversion

Energy Conversion Devices, through its United Solar Ovonic (USO)
subsidiary, is engaged in building-integrated and rooftop
photovoltaics (PV).  The Company manufactures, sells and installs
thin-film solar laminates that convert sunlight to clean,
renewable energy using technology.

The balance sheet at Sept. 30, 2011, showed $318.4 million in
assets and $56.6 million in current liabilities and $292.5 million
in long term liabilities.  The long-term debt includes the $235.8
million owing under the $316.3 million of Convertible Senior Notes
issued in 2008 and due June 15, 2013.

In its Form 10-Q for the quarter ended Sept. 30, 2011, Energy
Conversion disclosed, "The Company may consider various financing
or refinancing options for the Notes before June 15, 2013. If
these options are not successful, there is no assurance that
sufficient cash will be generated from operations to enable the
Company to repay this debt when it comes due.  In connection with
the foregoing, we have begun discussions with representatives of
an informal group of noteholders regarding our repositioning
efforts and to explore the group's interest in restructuring our
obligations under the Notes. Our discussions are at a preliminary
stage.  If we are unable to reach an accord with the noteholders
or execute sufficiently on one or more of the strategies that we
are considering to attract required investment, results of
operations, financial condition and cash flows could be materially
adversely affected and we may choose to seek reorganization under
the U.S. Bankruptcy Code."


FAIRMOUNT MINERALS: S&P Puts 'BB-' Corp. Rating on Watch Pos.
-------------------------------------------------------------
Standard & Poor's Ratings Services' ratings, including the 'BB-'
corporate credit rating, on sand producer Fairmount Minerals Ltd.
remain on CreditWatch with positive implications, where S&P
initially placed them on Sept. 23, 2011. "The CreditWatch listing
indicates the one-in-two likelihood that we will upgrade the
company after the completion of our review," S&P said.

"The continued positive CreditWatch listing reflects our
expectation that Fairmount's near-term operating performance will
be better than we previously expected because of a combination of
strong demand growth and capacity expansions in the midst of a
constrained supply market for sand used in oil and gas drilling,"
said Standard & Poor's credit analyst Gayle Bowerman. "We are
projecting that Fairmount will experience 2011 revenue growth of
more than 30% -- compared with our previous estimate of 18% -- and
that its 2011 EBITDA growth will also be substantial.
Consequently, we expect adjusted debt to EBITDA of less than 3x
and funds from operations to adjusted debt of about 23%. In
addition, we expect these trends to continue in 2012 at levels we
consider good, given our current view of the company's aggressive
financial risk profile and the 'BB-' rating."

"In resolving the CreditWatch listing, we will evaluate the
company's prospects for sustaining its recent operating
performance. We will also consider its financial and operating
strategies, financial policies, and our outlook for market
conditions," S&P said.

"We expect to resolve the CreditWatch within the next 90 days,"
Ms. Bowerman continued. "In the event an upgrade results from our
analysis, it would likely be limited to one notch."


FILENE'S BASEMENT: Syms Seeks Probe of Possible Mismanagement
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that liquidating retailer Syms
Corp. wants an independent official to investigate possible
mismanagement by its directors and officers in the wake of Syms's
purchase of Filene's Basement LLC out of bankruptcy in 2009.

                      About Filene's Basement

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

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

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

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

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

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

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

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

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

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

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

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


FNBH BANCORP: Posts $427,600 Net Loss in Third Quarter
------------------------------------------------------
FNBH Bancorp, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $427,681 on $2.7 million of net interest
income for the three months ended Sept. 30, 2011, compared with a
net loss of $681,759 on $2.9 million of net interest income for
the same period of 2010.

For the nine months ended Sept. 30, 2011, the Company had a net
loss of $573,518 on $8.4 million of net interest income, compared
with a net loss of $2.2 million on $8.8 million of net interest
income for the same period last year.

The Company's balance sheet at Sept. 30, 2011, showed
$299.2 million in total assets, $289.1 million in total
liabilities, and stockholders' equity of $10.1 million.

Since June 30, 2009, the Bank has been undercapitalized by
regulatory standards.  Effective Sept. 24, 2009, First National
Bank in Howell has been subject to the terms of a Consent Order
agreement with the Office of the Comptroller of the Currency.
Pursuant to the Consent Order, the Bank was required to achieve
and maintain total capital equal to 11% of risk weighted assets
and Tier 1 capital equal to at least 8.5% of adjusted total assets
by Jan. 22, 2010.  To date, the Bank has failed to meet these
required minimum ratios and is currently out of compliance with
these required minimum capital ratios as well as other
requirements of the Consent Order.

"In light of the Bank's noncompliance with the Consent Order,
continued losses, deficient capital position and the uncertainty
regarding the ability to raise additional equity capital,
management believes it is reasonable to anticipate that further
regulatory oversight or enforcement action may be taken by the
OCC," the Company said in the filing.

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

                       http://is.gd/OjqsJY

Howell, Michigan-based FNBH Bancorp, Inc., a Michigan business
corporation, is a one bank holding company which owns all of the
outstanding capital stock of First National Bank in Howell and all
of the outstanding stock of HB Realty Co., a subsidiary.


FREEDOM ENVIRONMENTAL: Posts $293,500 Net Loss in Third Quarter
---------------------------------------------------------------
Freedom Environmental Services, Inc., filed its quarterly report
on Form 10-Q, reporting a net loss of $293,509 on $1.4 million of
revenue for the three months ended Sept. 30, 2011, compared with a
net loss of $20,894 on $1.0 million of revenue for the same period
of 2010.

The Company had a net loss of $791,718 on $4.4 million of revenue
for the nine months ended Sept. 30, 2011, compared with a net loss
of $2.9 million on $1.1 million of revenue for the same period
last year.

At Sept. 30, 2011, the Company's balance sheet showed $2.5 million
in total assets, $2.4 million in total liabilities, and
stockholders' equity of $146,050.

As reported in the TCR on June 10, 2011, GBH CPAs, PC, in Houston,
Texas, expressed substantial doubt about Freedom Environmental's
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that the Company has
a net loss for the year ended Dec. 31, 2010, of $2.5 million, an
accumulated deficit at Dec. 31, 2010, of $20.4 million, cash flows
used in operating activities of $116,307 and needs additional cash
resources to maintain its operations.

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

                       http://is.gd/QGW39A

Orlando, Fla.-based Freedom Environmental Services, Inc., provides
wastewater management and recycling services to its customers
throughout its  different divisions.


FRIENDLY ICE CREAM: Owner Says $267MM Debt Transfer Was Legal
-------------------------------------------------------------
Liz Hoffman at Bankruptcy Law360 reports that the private equity
owner of Friendly Ice Cream Corp., parent of Friendly's
restaurants, fired back Monday against accusations that it
illegally transferred $267 million in debt to one of its
affiliates in order to credit bid on the bankrupt chain while
shirking pension liabilities.  Law360 relates that an affiliate of
Sun Capital Partners LLC asked a Delaware bankruptcy judge to
dismiss the objections of the Pension Benefit Guaranty Corp. to
the transfer.

The Troubled Company Reporter, citing The Boston Globe, reported
on Dec. 14, 2011, that the PBGC accused Sun Capital of
fraudulently moving assets so that its affiliates could retain
control of the Wilbraham business and avoid paying retirement
benefits to nearly 6,000 workers and retirees.  According to the
report, the PBGC argues that Sun Capital Partners, a Florida
private equity firm, illegally transferred assets from the ice
cream chain and its parent company responsible for the pension
plans to another Sun affiliate shortly before the October
bankruptcy filing.  These assets are now being used by another Sun
affiliate to bid on Friendly's as it reorganizes in bankruptcy
court.  Such a move could artificially inflate the auction price
and chill other potential bidders.  The PBGC contended that, if
Sun Capital and its affiliates are successful, it will allow them
to shed more than $100 million in pension liabilities, yet retain
control of the ice cream business.  The report noted that the PBGC
plans to challenge the transfer of assets to these affiliates
during a hearing on Dec. 15.  The agency also intended to file
claims for unfunded benefit liabilities, employer contributions
due to the pension plan, and unpaid premiums.

                     About Friendly Ice Cream

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

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

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

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

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

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

On Oct. 12, 2011, the U.S. Trustee appointed the Committee.  The
Committee currently consists of seven members.  The Committee
selected Akin Gump Straus Hauer & Feld LLP and Blank Rome LLP to
serve as co-counsel to the Committee, and FTI Consulting to serve
as the Committee's financial advisor.


FRIENDLY ICE CREAM: Court Sets Feb. 13 as Proofs of Claim Bar Date
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established Feb. 13, 2012, at 5:00 p.m., prevailing Eastern Time,
as the deadline for any person or entity to file proofs of claim
against Friendly Ice Cream Corporation, et al.

All governmental units have until April 2, 2012, at 5:00 p.m. , to
file proofs of claim against the Debtors.

Proofs of claims must be received at these addresses:

If by first-class mail:

         Friendly Ice Cream Corporation Claims Processing Center
         c/o Epiq Bankruptcy Solutions, LLC
         FDR Station, P.O. Box 5285
         New York, NY 10150-5285

If by hand delivery or overnight mail:

         Friendly Ice Cream Corporation Claims Processing Center
         c/o Epiq Bankruptcy Solutions, LLC
         Third Avenue, 3rd Floor
         New York, NY 10017

Proofs of claim submitted by facsimile or electronic mail will not
be accepted.

                     About Friendly Ice Cream

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

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

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

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

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

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

On Oct. 12, 2011, the U.S. Trustee appointed the Committee.  The
Committee currently consists of seven members.  The Committee
selected Akin Gump Straus Hauer & Feld LLP and Blank Rome LLP to
serve as co-counsel to the Committee, and FTI Consulting to serve
as the Committee's financial advisor.


FRIENDLY ICE CREAM: Drops Proposal for Grant Thornton as Auditor
----------------------------------------------------------------
Friendly Ice Cream Corporation, et al., notified the U.S.
Bankruptcy Court for the District of Delaware that they had
withdrawn their application for permission to employ Grant
Thornton LLP as auditor and tax advisor.

As reported in the Troubled Company Reporter on Dec. 2, 2011, the
Debtor had proposed to tap Grant Thornton to perform audit
services, bankruptcy and emergence accounting services, and tax
preparation and advisory services; and provide assistance to the
Debtors with planning and implementation of their emergence
accounting requirements.

                     About Friendly Ice Cream

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

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

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

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

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

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

On Oct. 12, 2011, the U.S. Trustee appointed the Committee.  The
Committee currently consists of seven members.  The Committee
selected Akin Gump Straus Hauer & Feld LLP and Blank Rome LLP to
serve as co-counsel to the Committee, and FTI Consulting to serve
as the Committee's financial advisor.


FURNITURE BY THURSTON: Sec. 341(a) Meeting Scheduled for Dec. 27
----------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of creditors
of Furniture by Thurston on Dec. 27, 2011, at 10:00 a.m.  The
meeting will be held at Austin Room 118, Homer Thornberry Bldg.,
903 San Jacinto, Austin, Texas.

Creditors are should file their proof debts not later than
March 26, 2012.

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

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

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

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


GARNET HILL: Pine Meadows Acquires Asset for $1.2-Mil. at Auction
-----------------------------------------------------------------
Blake Jones at PostStar.com reports that a former software
executive has purchased the Garnet Hill Lodge for $1.2 million
through a bankruptcy auction.

New owner Donald Preuninger, of Pine Meadows Property LLC, said
the business will continue to operate as a rustic Adirondack
lodge, with a few upgrades.

According to the report, former owner Mary Donnellan-Fahy arranged
a sale to Pine Meadows Property before the bankruptcy filing but
claimed her ex-husband tried to block the transaction.  She said
in court documents that an auction was the only way to resolve the
foreclosure and keep the lodge open.

The report says, with no higher bidders, the sale to Pine Meadows
closed on Dec. 9, 2011.  The new owners are not responsible for
any prior claims or liens on the property.

Garnet Hill Lodge -- http://www.garnet-hill.com/-- operates a
rustic country inn in Warren County, New York.


GATEHOUSE MEDIA: Unveils New Organization Structure
---------------------------------------------------
GateHouse Media, Inc., announced changes to its organizational
structure with several new appointments.  The new structure, which
will go into effect on Jan. 2, 2012, is designed to accelerate
achievement of the Company's short- and long-term strategic
objectives, particularly the growth of its digital product
offerings and streamlining operations in order to lower the
overall cost structure and provide better support to publications.

"Over the last several months, we have been embarking on several
strategic initiatives to accelerate GateHouse Media's
transformation into a truly multi-media enterprise.  Coming out of
the early phases of work, it has become clear that we must realign
operations to establish a more efficient, dynamic and forward-
looking structure that places a strong emphasis on digital
channels and services, integration of systems and processes to be
more focused and efficient, and new revenue streams," commented
Michael E. Reed, chief executive officer of GateHouse Media.

As part of the new structure, several new positions have been
created to increase digital focus and integration, including Vice
President of Digital, a position that will be filled by new media
veteran Michael Moreau.  Moreau, who joined GateHouse Media in
July 2011, will be responsible for development of the Company's
digital strategy and product development.  The Company is also
promoting David Arkin to Vice President of Content/Audience.
Arkin will be charged with creating efficiencies and establishing
digital best practices in the newsrooms while ensuring that
newsrooms continue to produce the award winning journalism for
which GateHouse Media is known.

The Company is also realigning its field operations by Publication
type - Metros, Large Dailies and Communities - rather than by
geography.  This new structure will better allow GateHouse Media
to focus on digital products and improve existing print products
while preserving the value of local content.  Current Vice
President of News & Interactive for GateHouse Media, Brad Dennison
has been named Vice President of Publishing Large Dailies.
Responsibility for Publishing Communities will be shared between
two of our current Regional Vice Presidents, Gloria Fletcher and
Nick Monico.  The Company will name the Vice President of
Publishing Metros in the near future.

James O'Rourke, current Regional Vice President Atlantic Region,
is taking on the role of Vice President of Consumer Marketing with
responsibility for expanding standardized consumer marketing
practices and optimizing subscriber acquisition channels across
the Company through new products, services and pricing strategies.

GateHouse Ventures, which will be led by current Vice President
Jay Fogarty, is a newly created business development arm of
GateHouse Media responsible for identifying and implementing new
opportunities by leveraging the Company's core strengths.

All of the above roles will report to Kirk Davis, President and
Chief Operating Officer.

In addition, the publications will now be supported by a newly
created Publishing Services group.  Paul Ameden, current Chief
Information Officer, will lead this group as Senior Vice
President, Publishing Services.  The streamlined department will
include Technology, Production, Distribution and Shared Services,
and allow the Company's local operators to remain focused on
revenue drivers, content generation and strategic customer touch
points.  Ameden will report to Michael Reed in this new role.

"GateHouse Media already has a tremendously talented and dedicated
leadership team in place," added Reed.  "By realigning their roles
and responsibilities against our strategic priorities, we believe
the Company is better positioned to achieve our financial goals
while we continue to provide the best local content and
advertising channels in the markets we serve."

                       About GateHouse Media

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.

The Company reported a net loss of $28.42 million on $381.35
million of total revenues for the nine months ended Sept. 25,
2011, compared with a net loss of $27.74 million on $415.22
million of total revenues for the nine months ended Sept. 30,
2010.

The Company reported a net loss of $26.64 million on
$558.58 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $530.61 million on $584.79 million of
total revenue for the year ended Dec. 31, 2009.

The Company's balance sheet at Sept. 25, 2011, showed
$511.80 million in total assets, $1.32 billion in total
liabilities and a $811.28 million total stockholders' deficit.


GENERAL MARITIME: Common Stock Delisted from NYSE
-------------------------------------------------
The New York Stock Exchange LLC notified the U.S. Securities and
Exchange Commission regarding the removal from listing or
registration of General Maritime Corp's common stock on the NYSE.

                      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: Defends Terms of $75 Million Bankruptcy Loan
---------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that General Maritime
Corp. says its bankruptcy lenders shouldn't be forced to "write a
blank check" to cover unsecured creditors' proposed investigation
into junior lenders.

Amanda Bransford at Bankruptcy Law360 reports that General
Maritime sought approval of a $75 million debtor-in-possession
loan proposal on Dec. 14.  The report says creditors fear the loan
could leave private equity firm Oaktree Capital Management LP
holding the reorganized company after bankruptcy.

Law360 relates that the company told the New York bankruptcy court
that the Oaktree financing was only made possible by an extensive
search, was on the best possible terms available and was necessary
to General Maritime's eventual emergence from bankruptcy.

                      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.


GENOIL INC: Posts C$1.3 Million Net Loss in Third Quarter
---------------------------------------------------------
Genoil Inc. reported a net loss of C$1.3 million for the three
months ended Sept. 30, 2011, compared with a net loss of
C$1.2 million for the same period of 2010.

For the nine months ended Sept. 30, 2011, the Company had a net
loss of C$3.7 million, compared with a net loss of C$4.1 million
for the same period last year.

The Company has not generated revenues from its technologies to
date and has funded its near term operations by way of capital
stock private placements and short-term loans.

The Company's balance sheet at Sept. 30, 2011, showed
C$5.1 million in total assets, C$3.5 million in total
liabilities, and stockholders' equity of C$1.6 million.

"During the nine months ended Sept. 30, 2011, the Company incurred
a loss of C$3,742,182 (nine months ended Sept. 30, 2010 ?
C$4,124,269) and has a working capital deficiency of C$2,865,363
(Dec. 31, 2010 ? C$2,225,854)."

"The ability of the Company to continue as a going concern is in
substantial doubt and is dependent on achieving profitable
operations, commercializing its technologies, and obtaining the
necessary financing in order to develop these technologies
further.  The outcome of these matters cannot be predicted at this
time."

A copy of the Company's interim consolidated financial statements
for the three months ended Sept. 30, 2011, is available for free
at http://is.gd/zyePdY

A copy of the Management's Discussion and Analysis of the
Company's interim consolidated financial statements for the three
months ended Sept. 30, 2011, is available for free at:

                       http://is.gd/b3AmV5

                        About Genoil Inc.

Genoil Inc. is a technology development company based in Alberta,
Canada.  The Company has developed innovative hydrocarbon and oil
and water separation technologies.

The Company specializes in heavy oil upgrading, oily water
separation, process system optimization, development, engineering,
design and equipment supply, installation, start up and
commissioning of services to specific oil production, refining,
marine and related markets.


GLOVERSVILLE CITY: Moody's Raises Gen. Obligation Debt From Ba1
----------------------------------------------------------------
Moody's Investors Service has upgraded to Baa2 from Ba1 the rating
on the City of Gloversville's (NY) $5.59 million of outstanding
long-term general obligation debt secured by the city's unlimited
property tax pledge.

Effective January 1, 2012, all local governments in New York State
will be subject to a property tax cap which limits levy increases
to 2% or the rate of inflation, whichever is lower. While school
district debt has been exempted from the cap, debt has not been
exempted for all other local governments. Moody's will continue to
treat all general obligation debt issued in New York as an
unlimited tax pledge through the end of the year. Moody's
continues to research what the impact of the new property tax cap
will be on debt issued by nonschool districts after it goes into
effect next year. For more information regarding the property tax
cap please reference the Special Comment "New York State's
Property Tax Cap will Further Pressure Local Government Finances;
School District's Most Impacted" released July 5, 2011.

SUMMARY RATINGS RATIONALE

The upgrade to Baa2 reflects significant improvement in the city's
financial operations, resulting in stable, although still narrow,
reserve levels. The rating also incorporates the city's ongoing
exposure to economically sensitive sales tax revenues, limited tax
base, weak socioeconomic indices, and a manageable debt position.

STRENGTHS

Active management of financial operations

Adequate reserve levels

New retail construction that may strengthen sales tax revenue

CHALLENGES

High fixed costs

Weak income levels

Minimal margin in constitutional tax rate limit

WHAT COULD MAKE THE RATING GO UP

-- Audited results indicating a trend of stabilization of
   financial operations

-- Growth of reserves, in line with budgetary expansion

-- Improved liquidity position

WHAT COULD MAKE THE RATING GO DOWN

-- Trend of operating deficits

-- Deterioration of liquidity and reserve levels

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


GMX RESOURCES: Enters Into $49.7MM Sales Pact with EDF Trading
--------------------------------------------------------------
GMX Resources Inc. has closed on an agreement to sell a limited
term overriding royalty interest in certain of the Company's oil
and gas properties located in the Haynesville/ Bossier shale
formation in Harrison County in East Texas to EDF Trading North
America, LLC, a subsidiary of EDF Trading, the trading group for
the French owned power conglomerate EDF S.A.  The Production
Payment for $49.7 million will be for scheduled quantities of an
aggregate of approximately 14.75 Bcf to be produced over a 95-
month period commencing Dec. 1, 2011.  The term may be extended as
necessary to fully deliver scheduled quantities.  Natural gas
produced from the subject interests will be allocated first to the
Production Payment, and the oil and other liquid hydrocarbons
produced from the subject interests will be allocated first to the
Company's retained interests, so that the Production Payment
hydrocarbons will consist of natural gas to the extent reasonably
practicable.  Scheduled quantities of production of natural gas
from these properties attributed to the Production Payment for
2012 will be approximately 3.9 Bcf.

The VPP will be treated as a sale for accounting purposes and the
Company's oil and natural gas properties will be reduced
accordingly.  The reduction from the VPP on the Company's year-end
2010 PV-10 of $249.9 million is expected to be approximately $45.6
million, and is not expected to result in any adjustments to the
Company's proved undeveloped locations.  A portion of the proceeds
from the VPP was used to retire the Company's borrowings under the
Company's revolving bank credit facility.

As previously planned, the Company has monetized its entire
natural gas hedge portfolio for $18.5 million.  These hedges were
primarily combinations of put spreads and costless collars on 16.7
Bcf in 2012 and 4.7 Bcf in 2013.  Combined with the Production
Payment, the Company has created $68 million dollars in cash
proceeds allowing for the continued transition to a liquids rich
drilling program.

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

                        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.


GRAHAM SLAM: Seeks to Hire Schwave Williamson as Counsel
--------------------------------------------------------
Graham Slam, LLC, seeks permission from the U.S. Bankruptcy Court
for the Western District of Washington to employ Schwabe
Williamson & Wyatt as its bankruptcy counsel.

Schwabe Williamson has agreed to render services in the general
representation of the Debtor in its bankruptcy proceedings and to
perform necessary related legal services.

The firm's hourly rates range from $120 to $550.  Mr. Birinyi's
hourly rate is $450.  The Debtor provided Schwabe Williamson with
a $30,000 advance fee deposit.

The Debtor agrees to reimburse the firm for its out-of-pocket
expenses including, but not limited to, travel expenses, computer-
assisted legal research, photocopying charges and use of other
service providers.

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

The firm can be reached at:

         Richard G. Birinyi
         Schwabe Williamson & Wyatt P.C.
         U.S. Bank Centre
         1420 5th Avenue, Suite 3400
         Seattle, WA
         rbirinyi@schwabe.com

Graham Slam, LLC, filed for Chapter 11 bankruptcy (Bankr. N.D.
Calif. Case No. 11-49300) on Oct. 20, 2011, before Judge Brian D.
Lynch.  Richard G. Birinyi, Esq., at Bullivant Houser Bailey PC
serves as the Debtor's bankruptcy counsel.  The Debtor disclosed
assets of $13,483,263 and liabilities of $12,890,039.


GSC GROUP: Trustee Reaches Deal With Black Diamond
--------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that the Chapter 11
trustee for GSC Group Inc. reached a handshake deal on Dec. 13
ending a bitter dispute with creditor Black Diamond Capital
Management LLC that delayed a $235 million asset sale.

Florham Park, New Jersey-based GSC Group, Inc. --
http://www.gsc.com/-- was a private equity firm that specialized
in mezzanine and fund of fund investments.  Originally named
Greenwich Street Capital Partners Inc. when it was a subsidiary of
Travelers Group Inc., GSC became independent in 1998 and at one
time had $28 billion of assets under management.  Market reverses,
termination of some funds, and withdrawal of customers'
investments reduced funds under management at the time of
bankruptcy to $8.4 billion.

GSC Group Inc. filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 10-14653) on Aug. 31, 2010.  Michael B. Solow,
Esq., at Kaye Scholer LLP, served as the Debtor's bankruptcy
counsel.  Epiq Bankruptcy Solutions, LLC, is the Debtor's notice
and claims agent.  Capstone Advisory Group LLC served as the
Debtor's financial advisor.  The Debtor estimated its assets at
$1 million to $10 million and debts at $100 million to $500
million as of the Chapter 11 filing.

Since Jan. 7, 2011, the Debtors have been operated by James L.
Garrity Jr., as Chapter 11 trustee for the Debtors.  The Chapter
11 trustee tapped Shearman & Sterling LLP as his counsel, and
Togut, Segal & Segal LLP as his conflicts counsel.

No committee of unsecured creditors has been appointed in the
case.

The Chapter 11 trustee completed the sale of business in July 2011
and filed a liquidating Chapter 11 plan and explanatory disclosure
statement in late August.  The bankruptcy court authorized the
trustee to sell the business to Black Diamond Capital Finance LLC,
as agent for the secured lenders.  Proceeds were used to pay
secured claims.  The price paid by the lenders' agent was designed
for full payment on $256.8 million in secured claims, with $18.6
million cash left over.  Black Diamond bought most assets with a
$224 million credit bid, a $6.7 million note, $5 million cash, and
debt assumption.  A minority group of secured lenders filed an
appeal from the order allowing the sale.  Through a suit in state
court, the minority lenders failed to halt Black Diamond from
completing the sale.

The Chapter 11 Trustee and Black Diamond have filed rival
repayment plans for GSC Group.  The Trustee's Plan cautioned there
can be no assurance that general unsecured creditor recoveries
will not be higher or lower than the estimated recovery of between
42% and 84%.  Black Diamond's Plan projects between 31% and 43%
recovery.  Court papers filed by Black Diamond indicate the
Trustee's Plan provides 17% and 26% recovery.

Adam Goldberg, Esq., and Douglas Bacon, Esq., at Latham & Watkins,
represent Black Diamond Capital Management, LLC, as counsel.


HANLEY WOOD: S&P Cuts Corporate Rating to CCC-; Outlook Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Washington, D.C.-based business-to-business publisher
and tradeshow operator Hanley Wood to 'CCC-' from 'CCC'. The
rating outlook is negative.

"We also lowered our issue-level ratings on the company's senior
secured debt by one notch in conjunction with the downgrade.
Recovery ratings on this debt remain unchanged," S&P said.

"The downgrade reflects our concern that covenant step-downs and
continued weakness in the U.S. real estate market could cause
Hanley Wood to violate covenants in early 2012 without an
amendment, a refinancing or repayment of the revolving credit
facility, or an equity cure from sponsors," said Standard
& Poor's credit analyst Jeanne Shoesmith.

"The 'B' rating reflects our assessment of the company's business
risk profile as 'vulnerable' (based on our criteria) due to a
concentration of profitability in one trade show, susceptibility
to the cyclicality of ad demand in the residential housing and
commercial construction markets, and the negative impact of
secular trends facing trade publishing. A very high ratio
of lease-adjusted debt to EBITDA, at 18x as of Sept. 30, 2011,
underpins our view that Hanley Wood's financial profile is 'highly
leveraged.' We expect the company's EBITDA to remain well below
historical levels in 2012 because of continued weakness in the
U.S. real estate market," S&P said.

"The rating outlook is negative. We could lower the rating if the
company does not begin to address its 2012 covenants or if we
become convinced the company will breach covenants. Conversely, we
could revise the rating outlook to stable if the company's
liquidity position improves, which could happen as a result of an
equity infusion, asset sales, or a substantial increase in
discretionary cash flow from a faster-than-expected EBITDA
rebound," S&P said.


HAWKER BEECHCRAFT: Taps Adviser to Refinance Credit Agreement
-------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Hawker Beechcraft
Corp. has retained Perella Weinberg Partners to address its
revolving credit agreement as it continues to adjust its balance
sheet and operations to deal with a sharp drop in demand for its
products, the company said in a statement.

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kan., is a manufacturer of business jets, turboprops and
piston aircraft for corporations, governments and individuals
worldwide.

The Company's balance sheet at June 30, 2011, showed $3.01 billion
in total assets, $3.33 billion in total liabilities and a $317.30
million in total deficit.

Hawker Beechcraft reported a net loss of $304.3 million on $2.80
billion of total sales for 12 months ended Dec. 31, 2010.  Net
loss in 2009 and 2008 was $451.3 million and $157.2 million,
respectively.

To reduce the cost of operations, in October 2010, the Company
announced it would implement a cost reduction and productivity
program.  The first part of the program consisted of the immediate
termination of approximately 8% of salaried employees while the
second part involves reducing the Company's factory and shop work
forces by approximately 800 employees by end of August 2011.

                         *     *     *

Hawker Beechcraft carries 'Caa2' corporate family and probability
of default ratings from Moody's Investors Service.


HEATHERWOOD HOLDINGS: Court Rejects Counterclaim to Avoid Delay
---------------------------------------------------------------
Bankruptcy Judge Tamara O. Mitchell denied the request of
Heatherwood Holdings LLC to amend its answer to the lawsuit filed
by HGC Inc. to include a counterclaim for breach of warranty of
title, saying the amendment would cause undue delay and would
cause undue prejudice to HGC.  HGC opposed the Motion to Amend,
arguing that, among other things, the Debtor should not be allowed
to amend because the counterclaim should have been asserted
earlier in the litigation between the parties.

The adversary proceeding was commenced one day after the Debtor's
bankruptcy filing when the Debtor removed to the Bankruptcy Court
a suit filed by HGC pending in the Circuit Court of Shelby County,
Alabama.  In its complaint, HGC sought an injunction preventing
the Debtor and others from ceasing to operate the Heatherwood
Country Club, and a judgment for, among other things, breach of
contract, breach of fiduciary duty, and tortious interference with
a business relationship.  The Debtor asserted numerous affirmative
defenses but pleaded no counterclaim against HGC.  The trial is
currently set for Feb. 22, 2012.

The lawsuit is HGC, INC., v. HEATHERWOOD HOLDINGS, LLC, WILLIAM A.
OCHSENHIRT, III, JONATHAN L. KIMERLING, and INVERNESS HOLDINGS,
LLC d/b/a INVERNESS COUNTRY CLUB, S & J FAMILY, LLC, Adv. Proc.
No. 09-00004 (Bankr. N.D. Ala.).

Counsel for HGC are:

          Lee Benton, Esq.
          Amy Hazelton, Esq.
          BENTON & CENTENO
          2019 3rd Ave. North
          Birmingham, AL 35203
          Tel: 205-278-8000
          Fax: 205-278-8008
          E-mail: lbenton@bcattys.com
                  ahazelton@bcattys.com

A copy of the Court's Dec. 12, 2011 Memorandum Opinion and Order
is available at http://is.gd/ToloJXfrom Leagle.com.

Heatherwood Holdings LLC is a real estate development in Shelby
County, Alabama, which consists of residential lots and a golf and
country club.  HH began having financial problems and in late 2008
notified the former owner HGC Inc., that the golf course was about
to cease operation.  HH filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ala. Case No. 09-00076) on Jan. 6, 2009, seeking to
sell the property for any use, not limited to the golf course.
HGC, which was formed by members of the Heatherwood golf
course/club and homeowners in the area, objected, alleging there
is an implied restrictive covenant that limits use of the
property.  Charles Denaburg, Esq., and Steven Altmann, Esq. --
saltmann@najjar.com -- at Najjar Denaburg, P.C., serve as the
Debtor's bankruptcy counsel.  In its petition, the Debtor
estimated $1 million to $10 million in assets and debts.  The
petition was signed by Jonathan L. Kimerling, the Debtor's
manager.


HELLER EHRMAN: Dist. Ct. Denies Law Firms' Bid to Transfer Suits
----------------------------------------------------------------
District Judge Charles R. Breyer denied motions filed by 16 law
firms to withdraw from the bankruptcy judge the cases pending
against them by the Plan Administrator for Heller Ehrman LLP.  The
District Court held that the Bankruptcy Court has statutory
authority to hear the case, and issue proposed findings of fact
and conclusions of law in accordance with the Supreme Court's
recent decision in Stern v. Marshall, 131 S.Ct. 2594 (2011).

The cases stem out of Heller's dissolution, and the shareholders
movement to other law firms.  Heller is suing those other law
firms to recover profits from unfinished business Heller
shareholders brought with them to new firms, under the theory that
they were fraudulent transfers.

The law firm defendants argue the reasoning of Stern precludes
bankruptcy judges from entering a final judgment on fraudulent
conveyance actions brought pursuant to 18 U.S.C. Sec.
157(b)(2)(H).  Stern v. Marshall held bankruptcy judges did not
have Article III constitutional authority to enter final judgment
under 28 U.S.C. Sec. 157(b)(2)(C) on a debtor's state-law
counterclaim that is not resolved in the process of ruling on the
creditor's proof of claim.

Heller argues the decision is a "narrow" one, and should not be
read to apply to a statutory provision not at issue in Stern.

The District Court held that while Stern prevents the Bankruptcy
Court from entering a final judgment on the claim, it does not
require that the District Court withdraw the bankruptcy reference.
Moreover, the District Court held that the Defendants have not
established cause for permissive withdrawal of the reference.

Defendant law firms Arnold & Porter, Jones Day, Davis Wright
Tremaine, Foley & Lardner LLP and Winston & Strawn LLP filed
motions with the District Court to withdraw the reference.

Heller had settled with 10 of the 16 firms at the time it filed
its Opposition, and anticipated settling with two more firms prior
to the hearing date.

As reported by the Troubled Company Reporter on Sept. 30, 2011,
eight law firms -- Arnold & Porter LLP, Cooley LLP, Pillsbury
Winthrop Shaw Pittman LLP, Proskauer Rose LLP, Hogan Lovells,
WilmerHale, Patton Boggs LLP and Hafetz Necheles & Rocco -- agreed
to pay a combined $2.26 million to resolve the fraudulent transfer
lawsuits.

The case before the District Court is HELLER EHRMAN LLP,
Liquidating Debtor, v. ARNOLD & PORTER, LLP, ET AL., No. C 11-
04848 CRB (N.D. Calif.).  A copy of the District Court's Dec. 13,
2011 Memorandum and Order is available at http://is.gd/rtcvD7from
Leagle.com.

                         About Heller Ehrman

Headquartered in San Francisco, California, Heller Ehrman, LLP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.  Heller Ehrman filed a voluntary Chapter 11 petition (Bankr.
N.D. Calif., Case No. 08-32514) on Dec. 28, 2008.  Members of the
firm's dissolution committee led by Peter J. Benvenutti approved a
plan dated Sept. 26, 2008, to dissolve the firm.  The Hon. Dennis
Montali presides over the case.  Pachulski Stang Ziehl & Jones LLP
assisted the Debtor in its restructuring effort.  The Official
Committee of Unsecured Creditors is represented by Felderstein
Fitzgerald Willoughby & Pascuzzi LLP.  The firm estimated assets
and debts at $50 million to $100 million as of the Petition Date.
According to reports, the firm had roughly $63 million in assets
and 54 employees at the time of its filing.  The Court confirmed
Heller Ehrman's Plan of Liquidation in September 2010.


HIGH SIERRA: Moody's Withdraws 'B2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service has withdrawn all ratings for High
Sierra Energy Operating, LLC.

The ratings withdrawn include High Sierra's B2 Corporate Family
Rating and the B2 (LGD 3, 44%) rating on the previously planned
$150 million senior secured term loan facility.

The principal methodologies used in this rating High Sierra were
Global Midstream Energy published in December 2010, and Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

High Sierra Energy Operating, LLC is a privately held midstream
limited partnership headquartered in Denver, Colorado.


HMSC CORP: Moody's Affirms 'B3' Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service has affirmed the ratings of HMSC
Corporation (HMSC -- corporate family rating B3), the holding
company for the Swett & Crawford Group. The rating outlook has
been revised to stable from negative, reflecting improvement in
HMSC's profitability and financial flexibility since its July 2010
reorganization transaction with UK-based Cooper Gay (Holdings)
Ltd. (Cooper Gay). Moody's expects that HMSC will maintain its
position as a leading wholesale and specialty broker and will
further align itself with Cooper Gay over the next couple of
years.

RATINGS RATIONALE

"The reorganization has helped HMSC to increase its revenues and
EBITDA and reduce its financial leverage," said Bruce Ballentine,
Moody's lead analyst for HMSC. "The improvement stems mainly from
HMSC's purchase of certain Cooper Gay subsidiaries in the US and
Canada."

Based on Moody's pro forma calculations (including certain
accounting adjustments related to the reorganization), HMSC's
adjusted debt-to-EBITDA ratio decreased from about 15x at year-end
2010 to about 9x for the trailing 12 months through September
2011, while (EBITDA - capex) interest coverage increased from 1.6x
to more than 2x. These gains are tempered by the slow pace of US
economic growth, the possibility of business disruptions with one
or more key distributors or carriers, and potential liabilities
from errors and omissions.

As of September 30, 2011, HMSC's rated credit facilities included
a $270 million first-lien term loan due in April 2014 (rated B3),
a $110 million second-lien term loan due in October 2014 (rated
Caa1) and an undrawn $20 million first-lien revolving credit
facility expiring in April 2012 (rated B3). The revolving credit
facility contains a financial leverage covenant that would
preclude borrowings by HMSC at its current leverage ratio. The
term loan facilities contain no such covenant. Moody's noted that
HMSC generates positive free cash flow and maintains significant
cash and equivalent balances in lieu of having access to the
revolving credit facility.

Through the reorganization, HMSC and Cooper Gay became wholly
owned subsidiaries of a new parent company named Cooper Gay Swett
& Crawford Limited (CGSC). The combined CGSC places approximately
$3.5 billion of premiums annually in the US, London and
international insurance markets. Although the reorganization did
not change the amount or terms of HMSC's debt, it brought HMSC
into a larger, more diversified group with lower financial
leverage on a group basis. "The broader group makes a more
favorable platform for an initial public stock offering or other
refinancing over the next couple of years," said Mr. Ballentine.

Moody's cited the following factors that could lead to an upgrade
of HMSC's ratings: (i) adjusted (EBITDA - capex) coverage of
interest remaining above 2x, (ii) adjusted free-cash-flow-to-debt
ratio exceeding 5%, and (iii) adjusted debt-to-EBITDA ratio below
5.5x.

The rating agency added that the following factors could lead to a
rating downgrade: (i) adjusted (EBITDA - capex) coverage of
interest below 1.2x, (ii) adjusted free-cash-flow-to-debt ratio
below 2%, (iii) cash and equivalent balances amounting to less
than one year's interest expense, or (iv) a separation from Cooper
Gay.

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

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

HMSC, based in Atlanta, Georgia, ranks among the largest US
wholesale insurance brokers. Wholesale brokers act as
intermediaries between retail brokers and insurance carriers on
unusual risks. The wholesalers place most such risks with excess &
surplus carriers or other specialty carriers. HMSC operates
through a network of 38 offices across the US and two offices in
Canada. For the trailing 12 months through September 2011, the
company generated revenues of $193 million.


HONDO MINERALS: Posts $531,000 Net Loss in Oct. 31 Quarter
----------------------------------------------------------
Hondo Minerals Corporation, formerly Tycore Ventures Inc., filed
its quarterly report on Form 10-Q, reporting a net loss of
$531,046 for the three months ended Oct. 31, 2011, compared with a
net loss of $171,539 for the three months ended Oct. 31, 2010.

From the period of Sept. 25, 2007 (inception) to Oct. 31, 2011,
the Company recorded no revenues.

The Company's balance sheet at Oct. 31, 2011, showed $12.1 million
in total assets, $382,325 in total liabilities, and stockholders'
equity of $11.7 million.

As reported in the TCR on Nov. 7, 2011, KWCO, PC, in Odessa,
Texas, expressed substantial doubt about Hondo Minerals' ability
to continue as a going concern, following the Company results for
the fiscal year ended July 31, 2011.  The independent auditors
noted that the Company has limited cash, no revenues, and
limited capital resources.

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

                       http://is.gd/EnsVYG

Addison, Tex.-based Hondo Minerals, Inc., is engaged in the
acquisition of mines, mining claims and mining real estate in the
United States, Canada and Mexico with mineral reserves consisting
of precious metals or non-ferrous metals.  Hondo owns the
Tennessee and Schuylkill Mines in the Wallapai Mining District
near Chloride, Mohave County, Arizona.


HORIZON LINES: Stockholders OK 1-for-25 Reverse Stock Split
-----------------------------------------------------------
Horizon Lines, Inc., announced that stockholders at the Company's
special stockholders meeting on Dec. 2, 2011, voted to approve,
among other things, a 1-for-25 reverse stock split.

Stockholders also approved the other three proposals presented at
the special meeting.  Stockholders approved amending the Company's
certificate of incorporation to authorize the issuance of warrants
in lieu of cash or redemption notes in consideration for "Excess
Shares" to holders who cannot establish U.S. citizenship to
facilitate compliance with the Jones Act.  Stockholders also
approved the Company's restated certificate of incorporation to
combine into one document all of the provisions of the prior
certificate of incorporation, the elimination of certain
inapplicable provisions and the amendments approved by
stockholders at the special stockholders meeting.  Additionally,
stockholders approved the Company's proposal to increase the
authorized number of shares to 2.5 billion from 100.0 million;
however, the share increase proposal would only have become
effective if the reverse stock split had not been approved by
stockholders.

Approximately 83.4% of the Company's 56.6 million shares eligible
to vote were represented in the voting, which was open to
stockholders of record as of Oct. 7, 2011.  With the proposals
passed, the Company on Dec. 7, 2011, filed its restated
certificate of incorporation to, among other things, effect the 1-
for-25 reverse stock split.  The reverse stock split reduces the
number of shares of common stock outstanding to 2.3 million from
56.7 million.

"The reverse stock split is a strategically important step that
will help the company meet minimum stock price listing standards
that are required by the national stock exchanges," said Stephen
H. Fraser, Horizon Lines President and Chief Executive Officer.
"The reverse split, when combined with our focus on executing the
planned deleveraging of our existing indebtedness and successful
execution of our business plan, should help Horizon attract
quality investors and analysts over time."

As previously disclosed, the Company's recapitalization plan
announced in October allows, in certain circumstances, Horizon
Lines to reduce outstanding debt by $49.7 million in January by
mandatorily converting a portion of the 6.00% convertible Series B
notes for common stock or warrants at $18.25 per share (post
split).  Horizon Lines also has the opportunity to reduce debt by
another $49.7 million in July 2012 by issuing equity or warrants
at $18.25 per share (post split) through a mandatory conversion of
the Series B notes, provided certain conditions are satisfied.
Additionally, beginning Oct. 5, 2012, the Company has the right to
convert, at its option, in whole or in part, into common stock or
warrants approximately $178.8 million of 6.00% Series A
convertible notes, provided that the 30-trading-day, volume-
weighted average price of the common stock is at least $15.75
(post split) per share at the conversion date.

In connection with the amendment to the Restated Certificate of
Incorporation of Horizon Lines on Dec. 7, 2011, entered into a
warrant agreement with The Bank of New York Trust Company, N.A.,
as warrant agent. As of Dec. 13, 2011, no warrants have been
issued under this warrant agreement.

On Dec. 7, 2011, the Company entered into an indenture with The
Bank of New York Trust Company, N.A., as trustee, relating to
redemption notes.

                        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.


HOSPITAL DAMAS: Unsecured Creditors to Get 50% Recovery of Claims
-----------------------------------------------------------------
Hospital Damas, Inc., and the Official Committee of Unsecured
Creditors have submitted a First Amended Joint Disclosure
Statement in support of their First Amended Plan of
Reorganization.

Except as otherwise provided in the Plan, Debtor will effect
payment of all Allowed Administrative Expense Claims, BPPR's
Secured Claims and General Unsecured Claims with the available
funds originating from Debtor's operations and the collection of
Debtor's accounts receivable.

The Plan segregates the various claims and the shareholder's
interest in the Debtor into five classes:

Class 1. Allowed Claim of Banco Popular de Puerto Rico -
         $23,081,328.  The Allowed Claim of BPPR secured by
         substantially all of the Debtor's assets will be paid in
         full over time.  This Class is Impaired and Entitled to
         Vote.

Class 2. Holders of Allowed General Unsecured Claims Arising From
         Medical Malpractice Actions Against Debtor.  The
         Estimated Amount of Amount of Allowed Claims is Unknown.

         Holders of Class 2 Claims will be paid in full
         satisfaction of such clams on the Effective Date on a pro
         rata basis from the self-insured fund established for
         their payment, amounting to $1,006,613 as of July 31,
         2011.  Class 2 is Impaired and Entitled to Vote.
         Estimated recovery is Unknown.

Class 3. Holders of Allowed General Unsecured Claims Other Than
         Those in Class 2 - $6,988,997.

         The Plan provides for the establishment of a Creditor
         Trust for the benefit of Class 3 Claims.  The terms of
         the Creditor Trust will be set forth in an agreement
         which will be filed as a supplement to the Plan.  The
         Creditor Trust will be administered by a Creditor Trustee
         selected by the Committee.  Class 3 is Impaired and
         Entitled to Vote.  Estimated recovery is 50% or
         $3,494,500, whichever is less.

Class 4. Holders of Allowed General Unsecured Claims Arising From
Assumed Executory Contracts - $3,627,259.

         Holders of Class 4 Claims will be paid an estimated
         dividend of 62.9% thereof through different payment plans
         negotiated with landlords or suppliers.  Class 4 is
         Impaired and Entitled to Vote.  Estimated recovery is
         62.9%.

Class 5. Interest.

         The shares of Fundacion Damas Inc. in Debtor will be
         retained.  This Class is Unimpaired and is Deemed to have
         accepted the Plan.

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

        http://bankrupt.com/misc/hospitaldamas.dkt819.pdf

Ponce, Puerto Rico-based Hospital Damas, Inc., operates a general
acute care hospital, providing critical care, general medical and
skilled nursing services.  Debtor is a wholly owned subsidiary of
Fundacion Damas Inc.

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

Attorneys at Charles A. Cuprill, P.S.C., in San Juan, Puerto Rico,
represent the Debtor as counsel.  Attorneys at Kilpatrick Townsend
& Stockton LLP, in Atlanta, Ga., represent the Official Committee
of Unsecured Creditors as counsel.


HUPAH FINANCE: Moody's Assigns 'B2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family and
probability of default rating to Hupah Finance Inc. (Hupah
Finance) doing business as Capital Safety Group. In a related
action, Moody's assigned a Ba3 rating to the company's proposed
$45 million revolving credit facility and proposed $375 million
term loan B.

KKR has entered into a definitive agreement to acquire Capital
Safety Group from Arle Capital for approximately $1.1 billion.
Hupah Finance Inc. is an intermediate holdco that will hold the
U.S., Australia and Canadian operations of Capital Safety Group
and reside below the parent company Hupah Holdings, S.A.
(Holdings). The transaction is being financed with KKR
contributing approximately $612 million in equity, $375 million
term loan B, $175 million in senior unsecured notes (unrated), and
the rollover of a $26 million Colombian bank loan. The $45 million
revolver is anticipated to be undrawn at the close of the
transaction. The ratings are subject to change if the terms of the
refinancing or legal structure are altered prior to close of the
transaction.

These ratings have been assigned subject to Moody's review of
final documentation:

Hupah Finance

Corporate Family Rating, B2;

Probability of Default, B2;

Proposed $45 million senior secured revolving credit facility, Ba3
(LGD3-32%)

Proposed $375 million senior secured term loan, Ba3 (LGD3-32%)

Outlook, Stable

RATINGS RATIONALE

The B2 corporate family and probability of default ratings reflect
the company's small scale, high leverage, revenue cyclicality and
lack of product diversity as a fall protection pure play. The
company's leverage will initially be high at approximately 5.8
times but is anticipated to improve to less than 5.3 times by the
LTM period ending in March 2013. Interest coverage, as measured by
EBIT to interest, is estimated to be approximately 2.0 times over
the next twelve months following the transaction's close. Moody's
expects modest free cash flow when compared to debt and expects
the funds will go towards de-levering the balance sheet to a level
more solidly in the B2 rating. The ratings benefit from the
company's well established market and brand position in fall
protection equipment, strong margins and business strategy.
Through its broad distribution network and end-user training, the
company maintains a 'high-touch' relationship with its end users
via sales and mobile training networks.

The Ba3 ratings on the proposed $45 million revolving credit
facility and $375 million term loan B reflect its first priority
lien on substantially all assets of the U.S. subsidiaries and the
stock of Hupah Finance Inc. The credit facility will be guaranteed
by Holdings and certain of its domestic subsidiaries. The secured
position of the bank facilities benefit from loss absorption of
the $175 million unsecured notes (unrated) and significant equity
contribution.

The stable rating outlook reflects Moody's expectation that
financial leverage will improve to below 5.3 times in the next 12
months from modest anticipated free cash flow and EBITDA growth.
Moody's believes the company's margins will remain strong while
the management continues to work on cost improvements and other
organic growth initiatives.

A ratings upgrade would be considered if the company is able to
materially bring down leverage in the next 12-18 months under 3.75
times and with an improving end-market demand environment. Good
liquidity would also be necessary for positive rating traction.

The ratings could be pressured by a decline in revenues or
profitability. The rating could be downgraded if Moody's comes to
expect that free cash flow to total debt will be sustained below
5% or debt to EBITDA above six times.

The principal methodology used in rating Capital Safety is Moody's
Global Manufacturing Industry Methodology, published in December
2010. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Capital Safety Group, leading global provider of Fall Protection
Equipment and operates under Sala, Protecta and Uniline brand
names. Proforma fiscal year March 2012, the company is expected to
have revenues slightly above $300 million.


IMUA BLUEHENS: Cash Collateral Access Expires on Jan. 31
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii, on Dec. 1,
2011, entered a sixth interim order authorizing Imua Bluhens, LLC,
authorization to use cash collateral of GCCF 2007-GG11 Ka Uka
Boulevard, LLC, and the Department of Taxation, State of Hawaii,
until the earliest of (i) the close of business on Jan. 31, 2012,
or (ii) the conclusion of the next continued hearing on cash
collateral or final hearing, subject to the termination provisions
of the sixth interim order.

The Debtor may use cash collateral during the Sixth Interim Cash
Collateral Period, as limited by a budget, to pay only the
ordinary and reasonable expenses of operating its businesses which
are necessary to avoid immediate and irreparable harm and the
quarterly fees payable to the United States Trustee.  The Debtor
is expressly prohibited from paying any professional fees,
including attorneys fees from cash collateral.

As reported in the TCR on Sept. 2, 2011, as of the Petition Date,
the Debtor is indebted to Noteholder in the original loan amount
of $10,250,000, including accrued and unaccrued interest, costs
and fees, secured by a first priority mortgage and an assignment
of rents and leases against the Debtor's property located at 94
1201 Ka Uka Boulevard, Waipahu, Hawaii, being a shopping center
commonly known as Laniakea Plaza.  The Department claims a junior
statutory liens against all of the Debtor's property, pursuant to
a Certificate of Tax Lien at the Bureau of Conveyances, State of
Hawaii dated Dec. 14, 2010.

According to the sixth interim cash collateral order, as adequate
protection:

    (a) Debtor will pay the Noteholder the amount of $47,000 per
month from postpetition rents, until further order of the Court.

    (b) The Noteholder and the Department are granted replacement
liens in all of the Debtor's accounts created from and after the
Petition Date and all of the Debtor's right, title and interest
under the prepetition collateral.

    (c) Subject only to a carve-out, if any, the secured loan
obligations are granted and entitled to status as an
administrative expense claim pursuant to Section 507(b) of the
Bankruptcy Code.

A copy of the Sixth Interim Cash Collateral Order is available for
free at http://bankrupt.com/misc/imuabluehens.dkt122.pdf

                       About Imua Bluehens

Honolulu, Hawaii-based Imua Bluehens, LLC, owns the Laniakea
Plaza, a commercial retail operation.  Imua Bluehens filed for
Chapter 11 bankruptcy (Bankr. D. Hawaii Case No. 11-01721) on
June 17, 2011.  Judge Robert J. Faris presides over the case.  The
petition was signed by James K. Kai, manager.  Jerrold K. Guben,
Esq., and Jeffery S. Flores, Esq., at O'Connor Playdon & Guben
LLP, in Honolulu, Hawaii, represent the Debtor as counsel.  In its
amended schedules, the Debtor disclosed $12,169,600 in assets and
$16,864,405 in liabilities.  No official committee of unsecured
creditors or other statutory committee has been formed.


INNOVIDA HOLDINGS: Founder Probed; Plan Outline Hearing Today
-------------------------------------------------------------
Paul Brinkmann at South Florida Business Journal reports that an
attorney for the Securities and Exchange Comission said in court
on Dec. 14, 2011, that Claudio Osorio is being investigated for
possible violations of federal securities laws.

According to the report, the SEC disclosure comes as Mr. Osorio is
struggling to have a Chapter 11 bankruptcy plan confirmed for his
defunct manufacturing business, InnoVida Holdings.  Influential
investors in the case, including developer Christopher Korge,
oppose the plan because they accuse Mr. Osorio of a pattern of
investor fraud.

The report says U.S. Bankruptcy Judge Robert Mark said he will
rule Friday on whether to approve a detailed disclosure statement
for reorganizing InnoVida as a new company.

The report relates that the SEC has filed a claim in the
bankruptcy to preserve its right to pursue legal action on behalf
of investors.

The report adds that Mr. Osorio's new plan is supported by the
formal committee of creditors in the case, but several major
investors have lodged formal objections.  "This plan is not based
on honest information," the report quotes Steven Schneiderman, the
attorney representing the U.S. Trustee's Office, as saying.  "It
is based on what is shown to be a house of cards. The magician has
asked that you not look behind the curtain."

The report says investors who are owed a total of $28 million in
claims are objecting to the plan.

The report notes the plan is opposed by Brazilian conglomerate
Inepar, which purchased patents, machinery and schematic drawings
for $500,000.

Mr. Osorio's attorney, Geoffrey Aaronson, argues that Mr. Osorio's
plan is valid, InnoVida had proceeded in good faith, and the plan
is far better than liquidating any remaining assets.

                   About InnoVida and Osorio

Mark S. Meland, at Meland Russin & Budwick, PA, filed a Chapter 11
petition for InnoVida Holdings, LLC, fdba COEG, LLC (Bankr. S.D.
Fla. Case No. 11-17702) on March 24, 2011.  Mr. Meland had been
serving as receiver for the business in the wake of the
allegations against founder Claudio Osorio.  Separate Chapter 11
petitions were filed for these affiliates: InnoVida MRD, LLC (Case
No. 11-17704), InnoVida Services, Inc. (Case No. 11-17705), and
InnoVida Southeast, LLC (Case No. 11-17706).  Peter D. Russin,
Esq., at Meland Russin & Budwick, P.A., serves as bankruptcy
counsel.  InnoVida Holdings has under $50,000 in assets and $10
million to $50 million in debts, according to the petition.

Founder Claudio Eleazar and Amarilis Osorio filed a separate
Chapter 11 petition (Bankr. S.D. Fla. Case No. 11-17075) on
March 17, 2011.  Mr. Osorios is being accused of fraud and
mismanagement.

Bankruptcy Judge Robert A. Mark in Miami authorized the
appointment of Mark S. Meland as trustee for InnoVida.


INTERSTATE BAKERIES: 8th Cir. Bars US Bank's Suit v. Insurers
-------------------------------------------------------------
U.S. Bank National Association, as trustee for the creditors'
trust established in the bankruptcy cases of Interstate Bakeries,
Inc., holds a $56 million stipulated judgment against Paul
Yarrick, a former Interstate officer.  The Trust alleges Mr.
Yarrick committed misdeeds while an officer of Interstate,
indirectly causing Interstate to lose roughly $170 million.
According to the Trust, Mr. Yarrick's misdeeds led, eventually and
in part, to Interstate's bankruptcy.  In the bankruptcy
proceedings, the Trust obtained the right to bring the action that
later resulted in the judgment against Mr. Yarrick.  The Trust
received this right in exchange for certain concessions, including
an agreement to execute only against potentially liable insurers.
After the Trust obtained the judgment against Mr. Yarrick, the
Trust sued various insurance companies in an attempt to collect
against several director and officer policies that named Mr.
Yarrick as an insured.  The Honorable Howard F. Sachs, United
States District Judge for the Western District of Missouri,
however, granted summary judgment in favor of the insurers,
finding no coverage.  The U.S. Court of Appeals for the Eighth
Circuit affirmed that decision in a Dec. 13, 2011 decision
available at http://is.gd/KHHZcifrom Leagle.com.

The case is U.S. Bank National Association, Plaintiff-Appellant,
v. Federal Insurance Company; Old Republic Insurance Company;
National Union Fire Insurance Company of Pittsburgh; Twin City
Fire Insurance Company; XL Specialty Insurance Company; RLI
Insurance Company, Defendants-Appellees, No. 10-3472 (8th Cir.).

The appellate panel consists of Circuit Judges Michael Joseph
Melloy and Lavenski R. Smith and James E. Gritzner, U.S. District
Judge for the Southern District of Iowa, sitting by designation.
Judge Melloy penned the opinion.

           About Interstate Bakeries nka Hostess Brands

Interstate Bakeries Corporation, now known as Hostess Brands Inc.,
is a wholesale baker and distributor of fresh-baked bread and
sweet goods, under various national brand names, including
Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and Drake's(R).

Interstate Bakeries and eight of its subsidiaries and affiliates
filed for chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo.
Case No. 04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represented the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they disclosed $1,626,425,000
in total assets and $1,321,713,000 (excluding the $100,000,000
issue of 6% senior subordinated convertible notes due Aug. 15,
2014) in total debts.

The Debtors first filed their Chapter 11 Plan and Disclosure
Statement on Nov. 5, 2007.  On Jan. 30, 2008, the Debtors received
court approval of the disclosure statement explaining their first
amended plan.  IBC did not receive any qualifying alternative
proposals for funding its plan in accordance with the court-
approved alternative proposal procedures.

The Debtors, on Oct. 4, 2008, filed another Plan, which
contemplates IBC's emergence from Chapter 11 as a stand-alone
company.  The filing of the Plan was made in connection with the
plan funding commitments, on Sept. 12, 2008, from an affiliate of
Ripplewood Holdings L.L.C. and from Silver Point Finance, LLC, and
Monarch Master Funding Ltd.

On Dec. 5, 2008, the Bankruptcy Court confirmed IBC's Amended
New Joint Plan of Reorganization.  The plan was filed Oct. 31,
2008.  The exit financings that form the basis for the Plan are
reflected in corresponding debt and equity commitments.

Interstate Bakeries emerged from Chapter 11 on Feb. 3, 2009.
Upon emergence, the Company moved its headquarters from Kansas
City, Missouri, to Dallas, Texas.  A Creditors Trust was
established under terms of the Debtors' confirmed Chapter 11 Plan.
U.S. Bank National Association was appointed as Trustee.

In September 2011, The Wall Street Journal, citing people familiar
with the matter, reported that Hostess Brands has law firm Jones
Day and financial-services firm Perella Weinberg Partners to
negotiate with creditors and attempt to rework the company's
finances.  The sources said no restructuring is imminent and
Hostess has adequate cash to operate in the near term.

The Journal said Hostess's creditors include General Electric
Co.'s finance arm and hedge funds Silver Point Capital and Monarch
Alternative Capital.  Silver Point and Monarch also own equity.
The Journal's sources also noted that Silver Point, Monarch and
others loaned Hostess $20 million in August 2011.  They also said
Ripplewood Holdings, the company's private-equity owner, loaned
Hostess $30 million in March and invested another $10 million in
equity in June to give the firm a cushion.

The Journal's sources also noted that Hostess has made contingency
plans for a Chapter 11 bankruptcy filing.  The sources also said
Hostess is trying to renegotiate hundreds of separate labor
contracts to lower costs and could end up seeking bankruptcy
protection to do so if unable to reach agreements with unionized
workers outside of court.


JAMES RIVER: Bell County Obtains Imminent Danger Order from MSHA
----------------------------------------------------------------
The Dodd-Frank Wall Street Reform and Consumer Protection Act was
enacted on July 21, 2010.  Section 1503 of the Act contains new
reporting requirements regarding mine safety, including disclosing
on a Current Report on Form 8-K the receipt of an imminent danger
order under section 107(a) of the Federal Mine Safety and Health
Act of 1977 issued by the federal Mine Safety and Health
Administration.

On Dec. 9, 2011, Bell County Coal Corporation, a subsidiary of
James River Coal Company, received an imminent danger order under
section 107(a) of the Mine Act alleging that an individual miner
was observed in an area where roof bolts were not yet installed
and that the miner was not under the protective canopy at the
operators control station.  No injuries occurred, and the miner
was removed from the area.  Bell County Coal conducted additional
training and the imminent danger order was terminated on Dec. 12,
2011.

                         About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

The Company also reported a net loss of $10.54 million on
$820.47 million of total revenue for the nine months ended
Sept. 30, 2011, compared with net income of $52.29 million on
$539.06 million of total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.38 billion in total assets, $929.56 million in total
liabilities, and $451.26 million in total shareholders' equity.

                           *     *     *

James River carries a 'B' corporate credit rating from Standard &
Poor's Ratings Services, and 'B3' corporate family rating from
Moody's Investors Service.

As reported by the TCR on March 25, 2011, Moody's Investors
Service upgraded James River Coal Company's Corporate Family
Rating to 'B3' from 'Caa2'.  The rating upgrade reflects post-
acquisition potential for significant increase in JRCC's
metallurgical coal production, increase in operational diversity
within Central Appalachia, and greater access to export markets.

The S&P corporate rating was upgraded from 'B-' in March 2011.
"The upgrade reflects S&P's view that the IRP acquisition provides
James River Coal exposure to the attractive metallurgical coal
market," said Standard & Poor's credit analyst Fred Ferraro.  "The
acquisition also adds management experience in overseas marketing,
and expands the company's reserve life.  Furthermore, S&P expects
that it will be funded in a way that is consistent with the
current capital structure so as to maintain the current credit
metrics."


JEFFERSON COUNTY, AL: Stands Firm on Chapter 9 Eligibility
----------------------------------------------------------
Martin Bricketto at Bankruptcy Law360 reports that Jefferson
County, Ala., on Tuesday fought back against efforts by Bank of
New York Mellon Corp. and others to dismiss its Chapter 9
petition, arguing that it was indeed authorized under state law to
seek bankruptcy protection.

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.


JOHN HENRY: Neg. Industry Outlook No Impact on CFR, Moody's Says
----------------------------------------------------------------
Moody's Investors Service said that its negative outlook for the
global paper and forest products sector does not impact the B2
Corporate Family Rating and positive rating outlook for John Henry
Holdings, Inc., a wholly owned subsidiary of Multi Packaging
Solutions, Inc.

John Henry Holdings, Inc., a wholly-owned subsidiary of Multi
Packaging Solutions, Inc., is a leading print and packaging
company for the healthcare, horticultural, media, and value-added
consumer end markets. The company produces products such as
folding cartons, blister cards, labels, inserts/outserts, pixie
tags, and flexible packaging. Headquartered in New York, NY, the
company is privately held and reported revenues of $515 million
for the twelve months ended June 30, 2011.


KRONOS INC: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Chelmsford, Mass.-based Kronos Inc. The outlook
is stable.

"The rating on Kronos Inc. reflects the company's focus on
workforce management, a niche segment in the $6.4 billion human
capital management market, and high leverage," said Standard &
Poor's credit analyst Jacob Schlanger. "Sufficient free cash flow
and fairly predictable revenue generation partially offset those
factors."

At the same time, Standard & Poor's assigned a preliminary 'B'
bank loan rating with a recovery rating of '3' to the company's
extended and incremental first-lien credit facilities. Kronos
recently announced plans for a $551 million dividend to
shareholders, which it will fund using cash on hand and
the additional credit facility.

Standard & Poor's also assigned preliminary 'CCC+' bank loan
rating with a recovery rating of '6' to the extended second-lien
credit facilities.

The additional debt financing for the $551 million shareholder
distribution will substantially increase the company's leverage,
although ongoing predictable earnings and strong cash flows should
lower this ratio gradually.

Kronos provides services that automate employee-centric processes
to optimize labor. The company is a market leader in the workforce
management sector. "However, we view its business risk profile as
weak under our criteria because of its concentrated product
offerings compared with larger and better capitalized
competitors," Mr. Schlanger said.

It sells software licenses and data capture terminals, for which
it provides professional and subscription services and offers
ongoing customer support and maintenance. The company has
experienced modest, albeit steady, revenue and EBITDA growth over
the years and benefits from its long-standing customer
relationships.


LAKE OF THE OZARKS: Fitch Cuts Rating on $35.4MM Bonds to 'B'
-------------------------------------------------------------
Fitch Ratings downgrades the rating on Lake of the Ozarks
Community Bridge Corporation's (the LOCBC or the corporation)
approximately $35.6 million in outstanding bridge system refunding
revenue bonds (toll bonds) to 'B' from 'BB+'.  Fitch has also
removed the bonds from Rating Watch Negative and assigned a
Negative Rating Outlook.

The downgrade reflects the LOCBC's continued traffic declines even
through its high volume summer season (May-August) and its limited
rate-making flexibility.  The Negative Outlook reflects the
LOCBC's continued net revenue shortfalls to cover debt service and
the likely exhaustion of cash reserves within a five-year period.

The downgrade on the LOCBC's toll bonds reflects concerns over a
weak traffic and revenue profile and the corporation's limited
ability to enhance revenues with future toll increases.  Monthly
traffic has been declining since approximately February 2008 and
annual traffic for fiscal 2011 was down 23% from its peak in
fiscal 2008.  Further, for the 12 months following the LOCBC's
first toll increase since the bridge opened in 1998 (effective
Nov. 1, 2010), traffic was down more than 12% compared to just a
4% decline for the same period the year prior.  While management
indicated this traffic reduction was the result of the economy and
improvements to competing roadways, passenger elasticity is also a
factor.  The LOCBC's traffic consultant indicated that the bridge
has reached or is near its revenue maximization point and absent
an increase in traffic volume, it would be unable to raise rates
further.

The Negative Outlook reflects the LOCBC's continued inability to
meet its annual principal and interest obligations from toll
revenues alone.  At the current traffic and revenue profile, the
LOCBC's toll revenues are insufficient to meet its 1.2 times (x)
debt service coverage rate covenant or even meet its principal and
interest obligations 1.0x to avoid default.  Instead, management
has entered into a 'cash burn' scenario in which it prepays
principal in advance with its general fund reserve to prevent a
coverage default.  While Fitch notes that the corporation's
reserve balance of approximately $6 million will provide some
near-term liquidity, without a marked improvement to net revenues,
the LOCBC could exhaust its funds within five years.  Currently,
Fitch calculates that revenues must improve by approximately 40%
per year just to meet sum sufficient debt service coverage.

Serving as a credit positive, Fitch notes that the LOCBC manages
both its operating and capital expenses well.  The bridge is in
good condition, maintenance reserves are adequate, and capital
needs are modest through maturity, at which point operating and
maintenance responsibilities will be transferred to the Missouri
Department of Transportation (MoDOT).  Additionally, operating
expenses are forecast to be $735,000 in fiscal 2012 or nearly 9%
lower than when the bridge first opened in fiscal 1999 and
management indicated that no new debt is anticipated.

Additionally, management has indicated that it is in the process
of trying to secure funding to match MoDOT's appropriation to make
improvements to Highways MM, TT, and F on the western-side of the
bridge to enhance traffic flow.  However, it remains uncertain
whether this funding will be obtained, when and if the
construction will take place, and how much, if any, traffic would
improve as a result.


LEE ENTERPRISES: Judge Gross Approves $40 Million Debt Financing
----------------------------------------------------------------
Lisa Brown at Post-Dispatch reports that Chief U.S. Bankruptcy
Judge Kevin Gross in Lee Enterprises' bankruptcy case approved $40
million in financing for the publisher to fund operations during
its bankruptcy proceedings.

Besides approving debtor-in-possession financing, Judge Gross
approved other motions, including authorizing the use of cash
collateral to pay for operations and to keep payroll payments on
track for its 6,200 employees.

The report adds that Judge Gross set a hearing date for Jan. 23,
2012, to confirm Lee's reorganization plan.

                       About Lee Enterprises

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

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


LEHMAN BROTHERS: Court OKs Neuberger Berman Buyout Equity Interest
------------------------------------------------------------------
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York approved the transaction through which
Neuberger Berman Group LLC will acquire Lehman Brothers Holdings
Inc.'s remaining 48% minority equity interest in the company.

The terms of the transaction will generate approximately $1.5
billion in aggregate proceeds -- almost double what would have
been generated by an offer received in 2008.

As described in the Dec. 9, 2011 amended motion with the court,
Neuberger Berman and its employees will purchase common equity
held by the Lehman estate over the coming five years.  Neuberger
Berman, established in 1939 and independent for most of its
history, completed an employee-led buyout of the firm in May 2009.
Currently, Neuberger Berman employees own approximately 52% of the
common equity.

George Walker, Chairman and CEO of Neuberger Berman said, "Since
the terms were announced, feedback from clients and employees has
been overwhelming.  They share our enthusiasm for us moving
towards 100% employee-ownership over the next handful of years.
We look forward to this transaction closing in 2012."

The outstanding preferred equity held by Lehman, along with a
portion of its common equity holdings, will be redeemed at the
closing of any transaction. Sources of funds for equity purchases,
to occur in increments of approximately 20% or more over the next
five years, will include the company's free cash flow and
additional purchases by employees.

William J. Fox and Jack D. McCarthy, Jr., managing directors with
Alvarez & Marsal, have overseen the estate's Neuberger Berman
relationship since May 2009.

"This transaction achieves an excellent return for Lehman
creditors," said Mr. Fox, "at a significantly higher value than
could have been achieved at earlier stages in the bankruptcy.  The
strategy we have followed has provided an optimal result for all
constituents."

Mr. McCarthy added: "This transaction clearly positions Neuberger
Berman for continued success and simultaneously delivers maximum
value to Lehman's creditors.  We are very appreciative of the
input we received from the "ad hoc group" of creditors in
advocating for the best return possible for the estate and for the
support we've received from the Official Committee of Unsecured
Creditors."

                      About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEWIS ROAD: Ayers & Stolte Law Firm Told to Return $74T Fees
------------------------------------------------------------
Bankruptcy Judge Kevin R. Huennekens ordered the law firm Ayers &
Stolte to disgorge $74,549 the firm received under a settlement
agreement as well as other payments received in connection with
the Lewis Road, LLC's bankruptcy case.  The Bankruptcy Court
declared that the firm had a conflict of interest having
represented both the Debtor and William H. Talley I LLC, the
holder of a $500,000 promissory note that was secured by a second
priority deed of trust lien on the Debtor's property, in
negotiations that led to the settlement.  A copy of the Court's
Dec. 12, 2011 Memorandum Opinion is available at
http://is.gd/CNAJC7from Leagle.com.

Lewis Road LLC filed a voluntary Chapter 11 petition (Bankr. E.D.
Va. Case No. 09-37672) on Nov. 20, 2009.  The Debtor's sole assets
were two adjoining parcels of real estate located at 5700 and 5690
Lewis Road in Sandston, Virginia.  The Property was leased to
Smurfit-Stone Corp.


LYONDELL CHEMICAL: 1,700 Investors Face $5.6-Bil. Clawback Suit
---------------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that the litigation
trustee for the creditors of Lyondell Chemical Co. targeted 1,700
investors in a suit filed Dec. 13 seeking to claw back
$5.6 billion of the $12.5 billion paid to shareholders during
Lyondell's 2007 leveraged buyout.

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  Luxembourg-based Basell AF
and Lyondell Chemical Company merged operations in 2007 to form
LyondellBasell Industries, the world's third largest independent
chemical company.  LyondellBasell became saddled with debt as
part of the US$12.7 billion merger.  Len Blavatnik's Access
Industries owned the Company prior to its bankruptcy filing.

On Jan. 6, 2009, LyondellBasell Industries' U.S. operations,
led by Lyondell Chemical Co., and one of its European holding
companies -- Basell Germany Holdings GmbH -- filed voluntary
petitions to reorganize under Chapter 11 of the U.S. Bankruptcy
Code to facilitate a restructuring of the company's debts.  The
case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y.
Lead Case No. 09-10023).  Seventy-nine Lyondell entities filed
for Chapter 11.  Luxembourg-based LyondellBasell Industries AF
S.C.A. and another affiliate were voluntarily added to Lyondell
Chemical's reorganization filing under Chapter 11 protection on
April 24, 2009.

Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, served as the Debtors' bankruptcy counsel.  Evercore
Partners served as financial advisors, and Alix Partners and its
subsidiary AP Services LLC, served as restructuring advisors.
AlixPartners' Kevin M. McShea acted as the Debtors' Chief
Restructuring Officer.  Clifford Chance LLP served as
restructuring advisors to the European entities.

LyondellBasell emerged from Chapter 11 bankruptcy protection in
May 2010, with a plan that provides the Company with US$3 billion
of opening liquidity.  A new parent company, LyondellBasell
Industries N.V., incorporated in the Netherlands, is the
successor of the former parent company, LyondellBasell Industries
AF S.C.A., a Luxembourg company that is no longer part of
LyondellBasell.  LyondellBasell Industries N.V. owns and operates
substantially the same businesses as the previous parent company,
including subsidiaries that were not involved in the bankruptcy
cases.  LyondellBasell's corporate seat is Rotterdam,
Netherlands, with administrative offices in Houston and
Rotterdam.


MANISTIQUE PAPERS: Court Clears Auction of Assets on Feb. 22
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Manistique Papers Inc.
received court permission to auction off its paper mill and
operations on Feb. 22 before securing a lead bidder for the
assets.

                     About Manistique Papers

Manistique Papers Inc. operates a landfill in Manistique,
Michigan, whereby residuals resulting from paper production are
deposited.  It owns a 125,000 ton-a-year plant making specialty
papers from recycled fiber.  Manistique Papers filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Case No. 11-12562) on
Aug. 12, 2011.

Godfrey & Kahn, S.C. represents the Debtor in its restructuring
effort.  Morris, Nichols, Arsht & Tunnell LLP serves as its
Delaware bankruptcy co-counsel.  Vector Consulting, L.L.C., serves
as its financial advisor.  Baker Tilly Virchow Krause, LLC, serves
as its accountant.

The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Manistique Papers is represented by Lowenstein
Sandler PC as lead counsel and Ashby & Geddes, P.A., as Delaware
counsel.  J.H. Cohn LLC serves as the panel's financial advisor.
Manistique Papers disclosed $19,688,471 in assets and $24,633,664
in liabilities as of the Chapter 11 filing.


MARONDA HOMES: Emerges From Ch. 11 After Securing $128MM Funding
----------------------------------------------------------------
Sam Spatter at Pittsburgh Tribune-Review reports that Maronda
Homes Inc. emerged on Dec. 14, 2011, from Chapter 11 bankruptcy
after 14 lenders accepted an agreement that provides $128 million
in new financing.

According to the report, U.S. Bankruptcy Court Judge Judith
Fitzgerald granted the move, after being notified that all
attorneys representing the lenders approved a settlement with
Maronda, the Pittsburgh region's third largest homebuilder.

The report says attorney James McLean, Esq., representing Maronda,
said a closing on the new loan that 12 of the 14 lenders plan to
provide is expected around Jan. 5, 2012.

The report relates that, not participating in the new loan are
Huntington Bank and Fifth Third Bank, both of whom had previously
objected to terms of the settlement releasing them from breach of
contract claims that Maronda might bring.  Under the settlement
the two banks agreed to forgo a combined $690,000 in repayments.

                       About Maronda Homes

Maronda Homes Inc., based in Clinton, Pennsylvania, near
Pittsburgh, builds homes in Florida, Pennsylvania, Georgia and
Kentucky.  It filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Pa. Case No. 11-22418) on April 18, 2011.  Joseph F.
McDonough, Esq., and James G. McLean, Esq., at Manion Mcdonough &
Lucas, P.C., serve as the Debtor's bankruptcy counsel.  In its
schedule, Maronda Homes disclosed $83,784,549 in assets and
$91,773,703 in liabilities.

Affiliates Maronda Homes Inc. of Ohio (Bankr. W.D. Pa. Case No.
11-22422) and Maronda Homes of Cincinnati LLC (Bankr. W.D. Pa.
Case No. 11-22424) also filed separate Chapter 11 petitions.


MCCLATCHY CO: BNP Paribas Discloses 5.9% Equity Stake
-----------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BNP Paribas,S.A.,London Branch, disclosed
that, as of Dec. 7, 2011, it beneficially owns 3,600,694 shares of
common stock of The McClatchy Company representing 5.9% of the
shares outstanding.  As previously reported by the TCR on Nov. 17,
2011, BNP Paribas disclosed beneficial ownership of 4,819,265
shares of common stock or 8% equity stake.  A full-text copy of
the amended Schedule 13G is available at http://is.gd/54vHeF

                    About The McClatchy Company

Sacramento, Calif.-based The McClatchy Company  (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local websites in each of its
markets which extend its audience reach.  The websites offer users
comprehensive news and information, advertising, e-commerce and
other services.  Together with its newspapers and direct marketing
products, these interactive operations make McClatchy the leading
local media company in each of its premium high growth markets.
McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The Company's balance sheet at Sept. 25, 2011, showed
$2.98 billion in total assets, $2.76 billion in total liabilities
and $214.83 million stockholders' equity.

                           *     *     *

In February 2010, Moody's Investors Service upgraded The McClatchy
Company's Corporate Family Rating to Caa1 from Caa2, Probability
of Default Rating to Caa1 from Caa2, and senior unsecured and
unguaranteed note ratings to Caa2 from Caa3, concluding the review
for upgrade initiated on January 27, 2010.  The upgrades reflect
McClatchy's improved liquidity position and reduced near-term
default risk following completion of the company's refinancing,
and its ability to stabilize EBITDA performance through
significant cost reductions.  The rating outlook is stable.

In the May 12, 2011, edition of the TCR, Standard & Poor's Ratings
Services lowered its corporate credit rating on Sacramento,
Calif.-based The McClatchy Co. to 'B-' from 'B'.  "The downgrade
reflects our expectation that continued declines in advertising
revenues will outweigh the company's cost reduction measures,
resulting in steadily rising debt leverage over the intermediate
term despite some modest debt reduction that will likely occur
over the near term," said Standard & Poor's credit analyst Harold
Diamond.  The 'B-' corporate credit rating on Sacramento, Calif.-
based McClatchy reflects Standard & Poor's expectation that
advertising revenues will decline at a high-single-digit% rate in
2011, and EBITDA will fall at a mid-double-digit pace.

As reported by the Troubled Company Reporter on Feb. 8, 2011,
Fitch Ratings has upgraded the Issuer Default Rating of the
McClatchy Company to 'B-'.  The Rating Outlook is Stable.  The
revenue declines endured by McClatchy in 2010 were materially
lower than Fitch's expectation.  Fitch had modeled declines in the
mid-teens versus actual declines in the mid-single digits.  While
Fitch expected the company to focus on cost containment, the
company's success exceeded Fitch expectations.  Fitch had expected
EBITDA to decline more than 10% versus actual EBITDA growth in the
mid-single digits.  As a result absolute debt and leverage were
better than Fitch expectations.  Fitch estimates 2010 year end
gross unadjusted leverage of approximately 4.7 times.  Fitch
expects the company will be able to meet its pension funding
obligations and satisfy all of its maturities up to and including
its senior unsecured notes due in 2014 ($169 million balance as of
Sept. 30, 2010).  Also, Fitch does not expect McClatchy will have
any issues meeting its credit agreement financial covenants (under
both Fitch's base and stress cases).


MERCER INT'L: Moody's Says Neg. Industry Outlook No Impact on CFR
-----------------------------------------------------------------
Moody's Investors Service said that its negative outlook for the
global paper and forest products sector does not impact the B2
Corporate Family Rating, positive rating outlook, and SGL-2 short-
term liquidity assessment for Mercer International, Inc.

For more information, please refer to the Issuer Comment posted on
moodys.com.

Mercer International Inc., a Washington-based corporation with
corporate offices in Vancouver, British Columbia, is a producer of
northern bleached softwood kraft pulp. Moody's ratings cover only
the Restricted Group, which is comprised of the Celgar mill in
western Canada and the Rosenthal mill in eastern Germany, and
exclude the Stendal mill. Annual production capacity of the
Restricted Group is approximately 830 thousand air-dried metric
tons. Revenues for the twelve months ended September 30, 2011 were
EUR 511 million.


MINE RECLAMATION: Taps Lobel Firm as General Bankr. Counsel
-----------------------------------------------------------
Mine Reclamation, LLC, asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ Lobel
Firm, LLP, as its general reorganization counsel.

Lobel Firm will, among other things:

   a) advise the Debtor regarding its powers and duties as
      debtor-in-possession in the continued management and
      operation of its  affairs and properties;

   b) represent the Debtor in proceedings or hearings before
      the Court involving matters of bankruptcy law;

   c) attend meetings and negotiating with creditors and
      other parties-in-interest;

   d) take necessary actions to protect and preserve the
      Debtor's estate, including prosecution of actions
      on the Debtor's behalf, the defense of any action
      commenced against the Debtor, negotiating on behalf
      of the Debtor with respect to all litigation and
      threatened litigation in which the Debtor is involved,
      and object to claims that are filed against the
      Debtor's estate; and

   e) prepare all motions, applications, answers, orders,
      reports, and papers on behalf of the Debtor that are
      necessary to the administration of this Chapter 11
      case.

The Debtor proposes to pay Lobel Firm based on the firm's
customary hourly rates.

As reported in the Troubled Company Reporter on Nov. 30, 2011, the
U.S. Bankruptcy Court for the Central District of California
authorized Mine Reclamation, LLC, to substitute Natalie C.
Boyajian and Sharon Z. Weiss, at Holme Roberts & Owen, LLP with
William N. Nobel, Esq., and Mike D. Neue, Esq., at Lobel Firm,
LLP.

Mine Reclamation, LLC, filed for Chapter 11 bankruptcy (Bankr.
C.D. Calif. Case No. 11-43596) on Oct. 30, 2011, estimating
$50 million to $100 million in assets.  Judge Scott C. Clarkson
presides over the case.


MINH VU HOANG: Md. Court Dismisses Appeals as Frivolous
-------------------------------------------------------
District Judge Deborah K. Chasanow in Maryland dismissed several
appeals filed by Minh Vu Hoang to various bankruptcy court orders,
calling those appeals frivolous.  Judge Chasanow noted that it was
only around April 2010 that Ms. Hoang began making "numerous and
often repetitive filings" in her case.  From 2006 to 2010, she did
not participate in the administration of her bankruptcy estate.
The District Court also noted that the Bankruptcy Court had warned
Ms. Hoang on submitting frivolous filings but she failed to heed
that warning.  In an opinion denying several of Ms. Hoang's
motions, the Bankruptcy Court summarized the substantial labor and
expense involved in "unravel[ling] the vast and tangled web of
fictitious and fraudulent activities by [Ms. Hoang]"; found there
was no chance of her receiving a distribution from the estate; and
questioned whether, under those circumstances, she even had
standing to challenge administration matters.

The Chapter 7 trustee for the Hoang case commenced 60-plus
adversary proceedings to recover property of the estate that Ms.
Hoang had attempted to conceal through various business entities
with which she was associated.  She failed to report these
entities on her bankruptcy schedules and her statement of
financial affairs, and she was criminally indicted on charges
related to bankruptcy and tax fraud.  On Oct. 13, 2010, Ms. Hoang
pleaded guilty to conspiracy to defraud an agency of the United
States, in violation of 18 U.S.C. Sec. 371.  She was sentenced to
a term of imprisonment of 60 months, which she is presently
serving.

A copy of the District Court's Dec. 12, 2011 memorandum opinion
and order is available at http://is.gd/Z2RG1Jfrom Leagle.com.

                About Minh Vu Hoang and Thanh Hoang

Minh Vu Hoang and Thanh Hoang filed a Chapter 11 petition (Bankr.
D. Md. Case No. 05-21078) on May 10, 2005.  They served as debtor-
in-possession until Gary A. Rosen was appointed as chapter 11
trustee on Aug. 31, 2005.  The case was converted to chapter 7 on
Oct. 28, 2005, and Mr. Rosen was appointed the chapter 7 trustee
and continues to serve in that capacity.

Pre-bankruptcy, the Hoangs engaged in a massive asset-concealment
scheme.  Since 1998, the Hoangs purchased distressed real estate
at foreclosure and sold those properties at a profit.  The Debtors
concealed those assets, through sham entities and paperless
transactions, in an effort to impede judgment creditors from
executing on any judgments.


MLM INFORMATION: S&P Withdraws 'B' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' corporate
credit rating on MLM Information Services Holdings Inc. at the
issuer's request. "We also withdrew the 'B+' issue rating and '2'
recovery rating on MLM's $150 million senior secured term loan and
$15 million revolving credit facility. Corporation Service Co.
acquired MLM on Dec. 12, 2011, and repaid existing debt as part of
transaction," S&P said.


MOONLIGHT BASIN: Court Approves Patten Peterman as Bankr. Counsel
-----------------------------------------------------------------
Moonlight Basin Ranch L.P. obtained authority of the U.S.
Bankruptcy Court for the District of Montana to employ James A.
Patten and the Patten, Petterman, Bekkedahl & Green law firm as
bankruptcy counsel.

Patten Peterman will, among other things, provide the Debtor
general counseling and representation before the Court in
connection with the Debtors' Chapter 11 case.

Patten Peterman will be paid based on the hourly rates of its
professionals:

          James A. Patten             $275
          Patricia D. Peterman        $275
          Bruce O. Bekkedahl          $275
          W. Scott Green              $275
          Craig D. Martinson          $275
          Juliane E. Lore             $130
          Amanda R. Lenning           $130
          Diane S. Kephart            $110
          Valerie Cox                 $110
          Phyllis Dahl                $110
          Marcia Berg                 $110
          Leanne Beatty               $110
          April J. Schueler           $110

James Patten, attorneys at Patten Peterman, assures the Court that
the firm doesn't have interests adverse to the interest of the
Debtors' estates or of any class of creditors and equity security
holders.  The attorneys maintain that Patten Peterman is a
"disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code.

                       About Moonlight Basin

Ennis, Montana-based Moonlight Basin Ranch LP is a golf and ski
resort in Montana.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D. Mont. Case No. 09-62327) on Nov. 18, 2009.
Craig D. Martinson, Esq., and James A. Patten, Esq., who have
offices in Billings, Montana, assist the Debtor in its
restructuring effort.  In its amended schedules, the Debtor
disclosed $45,519,089 in assets and $97,407,467 in liabilities as
of the petition date.

Debtor-affiliate Moonlight Lodge, LLC, also filed a separate
Chapter 11 petition (Bankr. D. Mont. Case No. 09-62329) on
Nov. 18, 2009.  The Company estimated $10 million to $50 million
in assets and $50 million to $100 million in debts in its Chapter
11 petition.


MOORE SORRENTO: Wells Fargo Objects to Exclusivity Extension
------------------------------------------------------------
Wells Fargo Bank, N.A., objects to Moore Sorrento, LLC's motion to
extend its plan exclusivity.  As reported in the TCR on Nov. 28,
2011, the Debtor asked the Court to extend its exclusive periods
to file and solicit acceptances for a Plan of Reorganization until
March 14, 2012, and May 13, 2012, respectively.

Wells Fargo asks the Court to deny the motion because:

(a) the bankruptcy case is not relatively large or complex;

(b) the Debtor has had sufficient time to permit formulating a
     reorganization plan and preparing an adequate disclosure
     statement;

(c) extending the Exclusive Periods will further delay the
     determination of all obligations and liabilities owed by the
     Debtor and detrimentally impact creditors such as Wells
     Fargo;

(d) the Debtor has not heretofore demonstrated reasonable
     prospects of a confirmable Plan and will not be able to do so
     with an extension of the Exclusive Periods; and,

(e) the opportunity to consider other reorganization plans that
     are not burdened with extraordinary protections in favor of
     Insiders should not be delayed by extending the Exclusive
     Periods.

Moore Sorrento, LLC, filed on Nov. 17, 2011, a First Amended
Disclosure Statement with respect to the Debtor's First Amended
Plan of Reorganization for Moore Sorrento, LLC, with the U.S.
Bankruptcy Court for the Northern District of Texas.

Under the Plan, the Reorganized Debtor will market and, as soon as
reasonably practicable, sell the Pad Sites free and clear of Wells
Fargo's Liens, which Liens will attached to the proceeds.  The net
proceeds will be paid into the Construction Reserve Account.

After the Operating Reserve Amount ($75,000) and the Construction
Reserve Amount are constituted, any Excess Funds will be paid
to Wells Fargo for application against its Allowed Class 2 Claim.

Except as otherwise expressly provided in the Plan, Distributions
to any Creditor under the Plan will be made by the Reorganized
Debtor from the income and expense reimbursement from the Shopping
Center.

                       About Moore Sorrento

Hurst, Texas-based Moore Sorrento, LLC, owns real property located
in Moore, Oklahoma, commonly known as the Shops at Moore, which
the Company operates as a retail shopping center.  The center's
current 23 tenants offer various goods and services to retail
customers.

Moore Sorrento filed Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 11-44651) on Aug. 17, 2011.  J. Robert Forshey,
Esq., and Matthew G. Maben, Esq., at Forshey & Prostok, LLP, in
Fort Worth, Tex., serve as the Debtor's counsel.  In its
schedules, Moore Sorrento disclosed assets of $43,259,900 and
liabilities of $42,262,158 as of the Petition Date.


MUSCLEPHARM CORP: Issues $1.9-Mil. Promissory Notes and Warrants
----------------------------------------------------------------
MusclePharm Corporation entered into a series of subscription
agreements pursuant to which the Company issued promissory notes
and warrants to 25 accredited investors commencing on Oct. 15,
2011, and concluding on Dec. 9, 2011.

The Notes, in the aggregate, are in the principal amount of
$1,960,000 and mature 18 months following issuance thereof.  The
interest rate is 15% per annum.  The Company agrees that it will
establish a segregated account from the Company's omnibus account
in which will be deposited 10% of cash from payments on accounts
receivable and advances from manufacturers and end-user clients,
and a portion of which will be used for payment of interest and
repayment of principal.  The Notes contain customary default and
covenant provisions.

Simultaneous with the issuance of the Notes, the Company issued
Warrants in the face amount of the principal amount of the Notes.
The Warrants are exercisable at a price equal to $0.015 for a two
year period commencing six months after the issuance of the
Warrant.

The warrants and the shares underlying the warrants were issued
pursuant to exemptions from registration provided by Section 4(2)
of the Securities Act of 1933, as amended, or Regulation D
promulgated thereunder.

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

Berman & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about MusclePharm's 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
$19.6 million and net cash used in operations of $3.8 million for
the the year ended Dec. 31, 2010; and a working capital deficit
and stockholders' deficit of $2.8 million and $1.7 million,
respectively, at Dec. 31, 2010.

The Company also reported a net loss of $12.33 million on
$13.07 million of sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $8.67 million on $3.13 million of
sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$5.71 million in total assets, $10.86 million in total
liabilities, and a $5.14 million total stockholders' deficit.


NATIONAL ENVELOPE: Judge Converts Case to Liquidation Proceedings
-----------------------------------------------------------------
Evan Weinberger at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Peter J. Walsh on Dec. 12 approved NEC Holdings Corp.'s
request to convert its Chapter 11 case into a full liquidation.

According to Law360, Judge Walsh approved NEC's October request to
liquidate the remainder of its assets, which the company said was
necessary because it was quickly running out of cash to cover the
remaining claims against it, including the cleanup of a New Jersey
manufacturing site.

                         About NEC Holdings

Uniondale, New York-based National Envelope Corporation was
the largest manufacturer of envelopes in the world with
14 manufacturing facilities and 2 distribution centers and
approximately 3,500 employees in the U.S. and Canada.

NEC Holdings Corp., together with affiliates, including National
Envelope Inc., filed for Chapter 11 (Bankr. D. Del. Lead Case No.
10-11890) on June 10, 2010.  Kara Hammond Coyle, Esq., at Young
Conaway Stargatt & Taylor LLP, serves as bankruptcy counsel to the
Debtors.  David S. Heller, Esq., at Josef S. Athanas, Esq., and
Stephen R. Tetro II, Esq., at Latham & Watkins LLP, serve as
co-counsel.  The Garden City Group is the claims and notice agent.
Bradford J. Sandler, Esq., and Robert J. Feinstein, Esq., at
Pachuiski Stang Ziehl & Jones LLP, represent the Official
Committee of Unsecured Creditors.  Morgan Joseph & Co., Inc., is
the financial advisor to the Committee.  NEC Holdings estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.


NATIONAL HEALING: S&P Assigns 'B' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Boca Raton, Fla.-based National Healing Corp. The
rating outlook is stable.

"At the same time, we assigned our 'B+' credit rating to the
company's $30 million revolving credit facility and $250 million
first-lien term loan, one notch above the corporate credit rating,
and our '2' recovery rating, indicating our expectation for
substantial (70% to 90%) recovery of principal in the event of
payment default," said Standard & Poor's credit analyst Gail
Hessol.

"We also assigned our 'CCC+' credit rating, two notches below the
corporate credit rating, and '6' recovery rating, indicating our
expectation for negligible (0 to 10%) recovery of principal in the
event of payment default, to the company's $75 million second-lien
term loan," S&P said.

"The low speculative-grade rating on Boca Raton, Fla.-based
National Healing Corp. (NH) reflects the company's highly
leveraged financial risk profile, the near-term risks of
integrating a very large acquisition, longer-term concerns
about hospitals' outsourcing of wound care, and the risk that
hospitals, now struggling to rein in costs, may impose less
lucrative contract terms on NH. We characterize the company's
business risk profile as vulnerable," S&P said


NAVISTAR INTERNATIONAL: To Release 4Q 2012 Results on Dec. 20
-------------------------------------------------------------
Navistar International Corporation will present via live web cast
its fiscal 2012 fourth quarter financial results on Tuesday,
December 20th.  A live web cast is scheduled at approximately
10:00 AM ET.  Speakers on the web cast will include Daniel C.
Ustian, chairman, president and chief executive officer, A. J.
Cederoth, executive vice president and chief financial officer,
and other Company leaders.

The web cast can be accessed through a link on the investor
relations page of Navistar's Web site at
http://ir.navistar.com/events.cfm. Investors are advised to log
on to the Web site at least 15 minutes prior to the start of the
web cast to allow sufficient time for downloading any necessary
software.  The web cast will be available for replay at the same
address approximately three hours following its conclusion, and
will remain available for a period of 10 days.

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at July 31, 2011, showed $11.17
billion in total assets, $10.42 billion in total liabilities, $5
million in redeemable equity securities and $752 million in total
stockholders' equity.

                           *     *     *

Navistar has a 'BB-/Stable/--' corporate credit rating from
Standard & Poor's and a 'B1' Corporate Family Rating and
Probability of Default Rating from Moody's Investors Service.

Moody's said in October 2010 that Navistar's B1 rating could
improve if the North American truck market remains on track for a
sustained recovery into 2011, and Navistar's operational
initiatives to moderate its vulnerability to the truck cycle show
evidence of taking hold.


NEWPAGE CORP: Court Approves Short-Term Incentive Plan
------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
NewPage's motion for approval to implement a short-term incentive
plan for insider employees and also authorizing payments under
such plan.  The targeted aggregate payment under the plan is
$3 million.

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  The company's product
portfolio is the broadest in North America and includes coated
freesheet, coated groundwood, supercalendered, newsprint and
specialty papers.  These papers are used for corporate collateral,
commercial printing, magazines, catalogs, books, coupons, inserts,
newspapers, packaging applications and direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of roughly 4.1 million tons of
paper, including roughly 2.9 million tons of coated paper, roughly
1.0 million tons of uncoated paper and roughly 200,000 tons of
specialty paper.

NewPage, along with affiliates, filed Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-12804) on Sept. 7,
2011.  Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and
Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York, serve
as counsel.  Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware, serves as co-counsel.  Lazard
Freres & Co. LLC is the investment banker, and FTI Consulting Inc.
is the financial advisor.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  In its balance sheet, the Debtors
disclosed $3.4 billion in assets and $4.2 billion in total
liabilities as of June 30, 2011.

At an organizational meeting of creditors held on Sept. 21, 2011,
the Committee selected Paul Hastings LLP as its bankruptcy
counsel and Young Conaway Stargatt & Taylor, LLP to act as its
Delaware and conflicts counsel.

NewPage prevailed over most objections from the official
creditors' committee and won agreement from the bankruptcy judge
on final approval of $600 million in secured financing.

Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan for NewPage.


NEWPAGE CORP: Creditors Cleared to Probe Cerberus, Unit Payment
---------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that NewPage Corp.'s
unsecured creditors won permission to probe private equity owner
Cerberus Capital Management LP, as well as a $24 million payment
to a Canadian unit just before the bankruptcy filing.

                       About NewPage Corp.

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  The company's product
portfolio is the broadest in North America and includes coated
freesheet, coated groundwood, supercalendered, newsprint and
specialty papers.  These papers are used for corporate collateral,
commercial printing, magazines, catalogs, books, coupons, inserts,
newspapers, packaging applications and direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of roughly 4.1 million tons of
paper, including roughly 2.9 million tons of coated paper, roughly
1.0 million tons of uncoated paper and roughly 200,000 tons of
specialty paper.

NewPage, along with affiliates, filed Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-12804) on Sept. 7,
2011.  Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and
Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York, serve
as counsel.  Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware, serves as co-counsel.  Lazard
Freres & Co. LLC is the investment banker, and FTI Consulting Inc.
is the financial advisor.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  In its balance sheet, the Debtors
disclosed $3.4 billion in assets and $4.2 billion in total
liabilities as of June 30, 2011.

At an organizational meeting of creditors held on Sept. 21, 2011,
the Committee selected Paul Hastings LLP as its bankruptcy
counsel and Young Conaway Stargatt & Taylor, LLP to act as its
Delaware and conflicts counsel.

NewPage prevailed over most objections from the official
creditors' committee and won agreement from the bankruptcy judge
on final approval of $600 million in secured financing.

Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan for NewPage.


NORTHCORE TECHNOLOGIES: Earns $900,000 from Exercise of Warrants
----------------------------------------------------------------
Northcore Technologies Inc. received $900,000 in proceeds from the
exercise of the Series "N" Warrants.

All warrants attached to the Series "N" Convertible Debentures
have now been fully exercised and as a result 6,000,000 shares
were issued at a warrant exercise price of $0.15.

"This influx of capital is a very important milestone for
Northcore," said Amit Monga, CEO of Northcore Technologies.  "With
a strong cash position and the elimination of non-operational debt
we are well positioned to execute on our business strategy in the
enterprise and social commerce domains."

                          About Northcore

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

The Company also reported a net loss and comprehensive loss of
C$3.27 million on C$573,000 of revenue for the nine months ended
Sept. 30, 2011, compared with a net loss and comprehensive loss of
C$2.35 million on C$406,000 of revenue for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2011, showed
C$1.91 million in total assets, C$1.16 million in total
liabilities, and C$747,000 in total shareholders' equity.

Certain adverse conditions and events cast substantial doubt upon
the ability of the Company to continue as a going concern, the
Company said in the filing.  "The Company has not yet realized
profitable operations and has relied on non-operational sources of
financing to fund operations."


NXT NUTRITIONALS: Restructures Long-Term Debt
---------------------------------------------
NXT Nutritionals Holdings, Inc., that effective on Nov. 4, 2011,
the Company restructured its long-term debt in connection with a
recent $1,000,000 capital investment by NXT Investment Partners,
LLC previously announced on Nov. 28, 2011.

More than 90% of the holders of notes issued to certain investors
in a financing that closed in Nov. 20, 2010 (the "2010 Notes")
agreed to amend the terms of the Notes, which resulted in all of
the 2010 Notes being amended.  The amended terms of the 2010 Notes
include, among other things, the extension of the maturity date to
Nov. 21, 2015, a waiver of any obligation for the Company to make
payments until the new maturity date, reduces the conversion price
of the 2010 Notes and the exercise price of the warrants to
twenty-five ($0.25) cents per share, a waiver of any further anti-
dilution rights, and the subordination of the security interests
of the holders of the 2010 Notes to that of the NXT Partners.

In addition, the holders of over 70% of the outstanding amounts
due under the convertible debentures entered into by the Company
in 2009 have signed an agreement amending the terms of their 2009
Debentures.  The agreement only amends the 2009 Debentures of
those holders who signed the agreement.  Among other things, the
maturity dates of those 2009 Debentures have been extended to
Nov. 21, 2015, the holders waived any future anti-dilution rights
and the conversion price of the 2009 Debentures and exercise price
of the warrants have been reduced to twenty-five ($0.25) cents per
share.

The Company's CEO Mike McCarthy said: "The debt restructuring is a
positive development for the Company.  We will continue to
aggressively pursue the growth of the Company, with our primary
focus on delivering our high quality products to the military. The
Company's Healthy Dairy(R) yogurt smoothies are approved on the
U.S. Navy's Standard Daily Core Menu and are currently being sold
to the Navy and to the United States Military Academy at Annapolis
and the United States Air Force Academy."

                      About NXT Nutritionals

Headquartered in Springfield, MA., NXT Nutritionals Holdings Inc.,
-- http://www.nxtnutritionals.com/ -- through its wholly owned
subsidiary NXT Nutritionals, Inc., is a developer and marketer of
a proprietary, patent-pending, all-natural, healthy sweetener sold
under the brand name SUSTA(TM) and other food and beverage
products. SUSTA(TM) Natural Sweetener, sold as a stand-alone
product and the common ingredient for all of the Company's
products, is an all-natural, healthy sweetener that has minimal
calories and low glycemic index.


OCEAN PLACE: Can Hire FamCo Advisory Services as Expert
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized Ocean Place Development LLC to employ FamCo
Advisory Services as its interest rate expect effective Nov. 23,
2011.  The Debtor has determined that it is in the best interest
of the estate to employ an interest rate expert for assistance in
confirming its plan of reorganization pursuant to Chapter 11 of
the Bankruptcy Code.  A confirmation on the Debtor's Plan is
currently scheduled for Jan. 18, 2012.

As interest rate expert, Famco will render the following services:

   (a) Read material, surveys and compute financial ratios.
       Kenneth Funsten's hourly fee for this work is $425,
       billable in 6-minute increments.  The fees of FamCo
       associates are $250 per hour.

   (b) Write and provide report.  Mr. Funsten's hourly fee for
       this work is $425, billable in 6-minute increments.  The
       fees of FamCo associates are $250 per hour.

   (c) Appear for depositions.  Mr. Funsten's hourly fee for
       this work is $425 for travel and $600 for deposition,
       including breaks, and time spent in direct preparation by
       Debtor's attorneys for such deposition, both billable in 6-
       minute increments.

   (d) Appear for confirmation hearing.  Mr. Funsten's hourly fee
       for this work is $425 for working travel and $600 for time
       spent in court or in direct preparation by the Debtor's
       attorneys for such testimony, both billable in 6-minute
       increments.

   (e) Provide other services, as may be agreed upon by and
       between Debtor and FamCo.

The Debtor agreed to pay FamCo a $25,000 retainer.

The Debtor will reimburse FamCo for all reasonable expenses
associated with its engagement.

To the best of the Debtor's knowledge, FamCo is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code as
modified by Section 1107(b).

                  About Ocean Place Development

Ocean Place Development, LLC, owns a beachfront resort property in
Long Branch, New Jersey.  The Ocean Place resort is sited on 17-
acres featuring 1,000 feet of ocean frontage and is improved with
a 254-room hotel that includes 40,000 square feet of meeting
space, three restaurants, a bar/lounge, a full-service spa, and
numerous resort amenities.  It employs between 95 and 340
employees, depending upon the season, through the property
management entity West Paces Hotel Group, LLC.

Ocean Place filed a voluntary Chapter 11 petition (Bankr. D. N.J.
Case No. 11-14295) on Feb. 15, 2011.  Kenneth Rosen, Esq., John K.
Sherwood, Esq., and Wojciech F. Jung, Esq., at Lowenstein Sandler,
in Roseland, N.J., serves as the Debtor's bankruptcy counsel.  The
Debtor estimated its assets and debts at $50 million to
$100 million.

As of the petition date, the Debtor owed $57,245,372 to AFP 104
Corp. pursuant to a Loan Agreement dated April 25, 2006, as
amended from time to time, entered into by and between the Debtor
as borrower and Barclays Capital Real Estate Inc. as lender.

Joseph L. Schwartz, Esq., and Kevin J. Larner, Esq., at Riker,
Danzig, Scherer, Hyland & Perretti LLP, in Morristown, New Jersey,
represents AFP 104 as counsel.


OILSANDS QUEST: Posts $4.5 Million Net Loss in Oct. 31 Quarter
--------------------------------------------------------------
Oilsands Quest Inc. filed on Dec. 9, 2011, its quarterly report on
Form 10-Q, reporting a net loss of $4.5 million for the three
months ended Oct. 31, 2011, compared with a net loss of
$9.1 million for the three months ended Oct. 31, 2010.

For the six months ended Oct. 31, 2011, the Company has reported a
net loss of $10.3 million, compared with a net loss of
$25.1 million for the six months ended Oct. 31, 2010.

To date the Company has not received any revenue from any of its
natural resource properties.

The Company's balance sheet at Oct. 31, 2011, showed
$156.6 million in total assets, $33.3 million in total
liabilities, and stockholders' equity of $123.3 million.

KPMG LLP, in Calgary, Canada, expressed substantial doubt about
Qilsands Quest's ability to continue as a going concern, following
the Company's results for the fiscal year ended April 30, 2011.
The independent auditors noted that the Company does not presently
have adequate cash and cash equivalents to fund activities for the
foreseeable future and will require additional funding to maintain
operations.

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

                       http://is.gd/p6Rdnq

Calgary, Alberta-based Oilsands Quest Inc. (NYSE Amex: BQI)
-- http://www.oilsandsquest.com/-- is principally engaged in the
in the acquisition, exploration and development of natural
resource properties in Canada.

On Nov. 29, 2011, Oilsands Quest Inc. and certain subsidiaries,
requested and obtained an order from the Alberta Court of Queen's
Bench providing creditor protection under the Companies' Creditors
Arrangement Act (Canada) ("CCAA").  The initial order is in effect
until Dec. 21, 2011.  If by Dec. 21, 2011, Oilsands Quest has not
obtained an extension of the initial order or filed a plan,
creditors and others will no longer be stayed from enforcing their
rights.

Under the terms of the initial order, Ernst & Young Inc. was named
as the court-appointed monitor ("Monitor") under CCAA.

On Nov. 28, 2011, negotiations for the sale of the Company's
Wallace Creek assets for $60 million were terminated.  The sale of
the Wallace Creek property would have provided the Company with
the financial resources to focus on moving its largest and most
advanced asset, Axe Lake, toward commercial development.

Following the termination of the negotiations for the sale of the
Wallace Creek, the Company initiated the CCAA process in order to
preserve its liquidity and fund operations during the
restructuring process.


ORIENTAL FINANCIAL: S&P Keeps 'BB+' Issuer Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services reviewed its ratings on 26
North American banks and their subsidiaries by applying its new
bank ratings criteria, which were published on Nov. 9, 2011. See
the ratings list for the ratings on these banks and their
subsidiaries, highlighting any ratings changes that resulted from
applying S&P's new criteria.

"We will publish research updates on the bank groups, including a
list of ratings on affiliated entities, as well as the ratings by
debt type--senior, subordinated, junior subordinated, and
preferred stock. The research updates will be available at
www.standardandpoors.com/AI4FI and on RatingsDirect on the Global
Credit Portal. Ratings on specific issues will be available on
RatingsDirect on the Global Credit Portal and
www.standardandpoors.com following release," S&P said

Ratings List

The ratings listed are issuer credit ratings.
                          To                   From
American Savings Bank FSB Honolulu HI
                          BBB/Stable/A-2       BBB/Stable/A-2


Astoria Financial Corp.
                          BBB-/Stable/--       BBB-/Stable/--
Astoria Federal Savings & Loan
                          BBB/Stable/A-2       BBB/Stable/A-2


BancorpSouth Inc.
                          BBB-/Stable/--       BBB/Negative/--
BancorpSouth Bank
                          BBB/Stable/A-2       BBB+/Negative/A-2


Bank of Montreal
                          A+/Stable/A-1        A+/Stable/A-1
BMO Financial Corp.
                          A+/Stable/A-1        --/--/--
BMO Harris Bank National Assn.
                          A+/Stable/A-1        A+/Stable/A-1
BMO Harris Financing Inc.
                          A+/Stable/A-1        A+/Stable/A-1


Bank of N.T. Butterfield & Son Ltd.
                          A-/Negative/A-2      A-/Negative/A-2


Bank of Nova Scotia
                          AA-/Stable/A-1+      AA-/Stable/A-1+


BOK Financial Corp.
                          BBB+/Stable/--       BBB+/Stable/--
BOKF N.A.
                          A-/Stable/A-2        A-/Stable/A-2


Canadian Imperial Bank of Commerce
                          A+/Stable/A-1        A+/Stable/A-1
CIBC World Markets Securities Ireland Ltd.
                          A+/Stable/--         A+/Stable/--


Capital One Financial Corp.
                          BBB/Negative/--      BBB/Negative/--
Capital One Bank (U.S.) N.A.
                          BBB+/Negative/A-2    BBB+/Negative/A-2
Capital One N.A.
                          BBB+/Negative/A-2    BBB+/Negative/A-2


City National Corp.
                          BBB+/Stable/A-2      BBB+/Stable/A-2
City National Bank Beverly Hills
                          A-/Stable/A-2        A-/Stable/A-2


Doral Financial Corp.
                          CCC+/Negative/--     B-/Negative/--


First Midwest Bancorp Inc.
                          BBB-/Stable/A-3      BBB-/Stable/A-3
First Midwest Bank
                          BBB/Stable/A-2       BBB/Stable/A-2


First National Bank of Omaha
                          BBB-/Stable/--       BBB-/Stable/--


Home Capital Group Inc.
                          BBB/Stable/A-2       BBB/Stable/A-2
Home Trust Co.
                          BBB+/Stable/A-2      BBB+/Stable/A-2


Laurentian Bank of Canada
                          BBB+/Stable/A-2      BBB+/Stable/A-2


Manulife Bank of Canada
                          A+/Stable/A-1        A+/Stable/A-1


National Bank of Canada
                          A/Stable/A-1         A/Stable/A-1


New York Community Bancorp Inc.
                          BBB-/Stable/--       BBB-/Stable/--
New York Community Bank
                          BBB/Stable/A-2       BBB/Stable/A-2


Oriental Financial Group
                          BB+/Stable/--        BB+/Stable/--
Oriental Bank & Trust
                          BBB-/Stable/--       BBB-/Stable/--


Prudential Bank & Trust
                          A/Stable/A-1         A-/Stable/A-2


Royal Bank of Canada
                          AA-/Stable/A-1+      AA-/Stable/A-1+
RBC Capital Markets LLC
                          AA-/Stable/A-1+      AA-/Stable/A-1+
RBC Bank (U.S.A.)
                          BBB-/Watch Pos/A-3   BBB/Watch Pos/A-2
Royal Trust Corp. of Canada
                          AA-/Stable/--        AA-/Stable/--
Royal Trust Co. (The)
                          AA-/Stable/A-1+      AA-/Stable/A-1+


S&T Bank
                          BBB/Stable/A-2       BBB+/Negative/A-2


Susquehanna Bancshares Inc.
                          BBB-/Stable/--       BBB-/Stable/--


Toronto-Dominion Bank
                          AA-/Stable/A-1+      AA-/Stable/A-1+
TD Bank US Holding Co.
                          AA-/Stable/--        AA-/Stable/--
TD Bank N.A.
                          AA-/Stable/A-1+      AA-/Stable/A-1+
TD Securities (USA) LLC
                          AA-/Stable/A-1+      AA-/Stable/A-1+


Valley National Bancorp
                          BBB+/Stable/--       A-/Stable/--
Valley National Bank
                          A-/Stable/A-2        A/Stable/A-1


Webster Financial Corp.
                          BBB-/Stable/--       BBB-/Stable/--
Webster Bank N.A.
                          BBB/Stable/A-2       BBB/Stable/A-2


PARADISE HOSPITALITY: Seeks to Employ Lim and Lim as Accountant
---------------------------------------------------------------
Paradise Hospitality, Inc., asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ Lim and
Lim Accountancy Corporation as accountant, effective as of
Oct. 26, 2011.

Upon retention, Lim & Lim will prepare tax returns and provide tax
consulting, accounting and bookkeeping services as the Debtor may
request from time to time.

Lim & Lim will be paid a flat fee of $1,000 for preparing a
consolidated tax return for the year 2011.  This fee will be paid
by the Debtor as an ordinary course expense upon the filing of the
tax return.

All other services will be billed by Lim & Lim on an hourly basis
in accordance with its standard billing rates.  The standard
billing rates for those professionals at Lim & Lim who will
provide services for the Debtor are: (1) Choon Taik Lim, CPA, at
$250 per hour, and (2) Edward Ha, Senior Accountant, at $150 per
hour. For all such services rendered on an hourly basis, Lim & Lim
will file a fee application and seek compensation under Section
330.

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

                     About Paradise Hospitality

Based in Fullerton, California, Paradise Hospitality, Inc., owns a
hotel located in Toledo, Ohio and a retail shopping center in El
Dorado, Arkansas.  The Debtor currently manages and operates the
Hotel.  Haydn Cutler company currently manages the Retail Center.
The Company filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-24847) on Oct. 26, 2011, about three weeks after it
lost the right to use the Crowne Plaza for its hotel.  For now,
the hotel has been renamed Plaza Hotel Downtown Toledo.

Judge Erithe A. Smith presides over the case.  Sam S. Oh, Esq. --
sam.oh@limruger.com -- at Lim, Ruger & Kim, LLP, serves as the
Debtor's counsel.  In its petition, the Debtor estimated assts and
debts of $10 million to $50 million.  The petition was signed by
the Debtor's president, Dae In Kim, a Korean businessman who lives
in southern California.


PEREGRINE PHARMA: Posts $12 Million Net Loss in October 31 Quarter
------------------------------------------------------------------
Peregrine Pharmaceuticals, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $12.0 million on $4.2 million
of revenues for the three months ended Oct. 31, 2011, compared
with a net loss of $7.5 million on $4.7 million of 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 $20.1 million on $9.9 million of revenues, compared
with a net loss of $15.2 million on $7.9 million of revenues for
the six months ended Oct. 31, 2010.

The Company's balance sheet at Oct. 31, 2011, showed $27.3 million
in total assets, $14.8 million in total liabilities, and
stockholders' equity of $12.5 million.

As reported in the TCR on July 19, 2011, Ernst & Young LLP, in
Irvine, California, expressed substantial doubt about Peregrine
Pharmaceuticals' ability to continue as a going concern, following
the Company's results for the fiscal year ended April 30, 2011.
The independent auditors noted that of the Company's recurring
losses from operations and recurring negative cash flows from
operating activities.

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

                       http://is.gd/gGgVnt

Tustin, California-based Peregrine Pharmaceuticals, Inc., is a
clinical-stage biopharmaceutical company driven to develop and
manufacture first-in-class monoclonal antibodies for the treatment
of cancer and viral infections.


PHOENIX SERVICES: S&P Assigns Prelim. 'B+' Corp. Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
corporate credit rating to Pennsylvania-based Phoenix Services
International LLC. The outlook is stable.

"At the same time, we assigned our preliminary 'BB-' (one notch
higher than the corporate credit rating) issue-level rating and
preliminary '2' recovery rating to the company's proposed $245
million senior secured credit facilities. The preliminary '2'
recovery rating reflects our expectation for substantial (70% to
90%) recovery in the event of a payment default," S&P said.

"The preliminary 'B+' corporate credit rating on Phoenix Services
International LLC reflects what we consider to be the company's
'vulnerable' business risk profile and 'significant' financial
risk profile," said Standard & Poor's credit analyst Maurice
Austin. "Our financial risk assessment anticipates that leverage
will improve meaningfully in 2012 when the company realizes
increased revenues from three large new service contracts. Our
vulnerable business risk assessment reflects Phoenix's high
customer concentration, as well as our view that the outsourced
steel services industry is very competitive and that the variable
component of Phoenix's service contracts could expose the
company's cash flow to cyclical swings," added Mr. Austin.

Phoenix Services is privately owned and does not file public
financial statements. The company was founded in 2006, and its
revenues have grown quickly in recent years though its revenue
base remains smaller than that of its largest competitor, Tube
City IMS Corp. (BB-/Stable/--).


PINNACLE AIR: Robert Muhs to Resign as SVP of Operations
--------------------------------------------------------
Pinnacle Airlines Corp. announced that Robert K. Muhs was
resigning from his position as Senior Vice President of Operations
of Pinnacle Airlines, Inc., effective Jan. 13, 2012.

                    About Pinnacle Airlines Corp.

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.


PMI GROUP: U.S. Trustee Resets Meeting of Creditors Until Jan. 6
----------------------------------------------------------------
The U.S. Trustee for Region 3 has rescheduled a meeting of
creditors in Chapter 11 case of The PMI Group, Inc. until Jan. 6,
2012, at 11:00 a.m.  The meeting will be held J. Caleb Boggs
Federal Building, 844 King Street, 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 PMI Group

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  The Debtor had total assets of
$225 million and total debts of $736 million.  Young Conaway
Stargatt & Taylor LLP represents the Debtor in its restructuring
efforts.  Sullivan & Cromwell, LLP, and Osborn & Maledon, P.A.,
serve as special counsel to the Debtor.  Kurtzman Carson
Consultants LLC serves as its notice, claims, and solicitation
agent.  Stephen Smith signed the petition as chairman, chief
executive officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.


POST MEDIA: Moody's Affirms 'B2' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service (Moody's) affirmed Postmedia Network
Inc.'s (Postmedia) B2 corporate family rating (CFR) and stable
outlook while upgrading the company's first lien term loan to Ba2
from Ba3 given a recent significant pay-down from asset sale
proceeds. The rating of the company's second lien notes remains
unchanged at B3. Similarly, the company's speculative grade
liquidity rating remains unchanged at SGL-2, which indicates good
liquidity.

These summarizes the rating action along with Postmedia's ratings:

   Issuer: Postmedia Network Inc.

   -- Corporate Family Rating, Unchanged at B2

   -- Probability of Default Rating, Unchanged at B2

   -- Speculative Grade Liquidity Rating, Unchanged at SGL-2

   -- Senior Secured Bank Credit Facility, Upgraded to Ba2 (LGD2,
      22%) from Ba3 (LGD2, 23%)

   -- Senior Secured Regular Bond/Debenture, Unchanged at B3 with
      the loss given default assessment revised to LGD5, 70% from
      LGD4, 64%

RATINGS RATIONALE

Postmedia Network Canada Corporation's (Postmedia) B2 ratings are
influenced primarily by execution risks as operations transition
to a digital platform. Since the sustainability of advertising
revenues for Postmedia's digital content is unproven, forward
earnings visibility is quite poor. Until the business
transformation is completed, the requisite risks argue for minimal
debt levels, and management has been quite diligent in reducing
the company's debt burden, an effort that will need to continue.
While Moody's assesses near term liquidity as being good (SGL-2)
because the company is cash flow positive and has an unused
revolving credit facility that is unlikely to encounter covenant
issues, in the event of unforeseen difficulties, the company's $60
million revolving credit facility may provide only moderate
flexibility to bridge inevitable execution setbacks as it is
somewhat small (a modest 6.0% of annual revenues).

Rating Outlook

The rating outlook is stable as Moody's does not anticipate
ratings migration in the near-term given that Post Media's rating
has been assessed in the context of a business transformation, and
the assessment presumes some volatility as the transformation
unfolds.

What Could Change the Rating -- Up

A near terms ratings upgrade is not likely, however, should the
conversion to a digital business model be completed and with it,
should revenue stabilise, and should Moody's expects Debt/EBITDA
to be sustained below 3.25x while Free Cash Flow/Debt exceeds +/-
10%, and presuming maintenance of good liquidity arrangements, an
upgrade would be considered.

What Could Change the Rating -- Down

Should financial performance lag management's plans and should
Moody's consequently anticipates that fiscal 2012 leverage and
coverage targets are jeopardized (we anticipate Debt/EBITDA to
trend towards the low 4x range with FCF/Debt below 7% range), then
adverse outlook and ratings actions are likely. Similarly, adverse
liquidity events could also result in downward ratings actions.

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

The principal methodology used in rating Postmedia Moody's Global
Newspaper Industry Methodology published in September 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.

Corporate Profile

Postmedia Network Inc. is a Toronto, Ontario headquartered
newspaper publisher that is in the early stages of repositioning
to a digital platform. The company is wholly-owned by Postmedia
Network Canada Corp (TSX:PNC-B), a publicly traded holding company
that is also headquartered in Toronto, Ontario. Postmedia operates
a national daily, nine metropolitan dailies, and five non-daily
community newspapers (one metropolitan daily, two non-metropolitan
dailies, and twenty non-daily community newspapers were recently
divested for gross proceeds of some $86.5 million). In aggregate
the properties rank as one of Canada's largest English language
franchises of paid daily newspapers as measured by paid
circulation, readership and revenue.


POST PROPERTIES: Moody's Affirms 'Ba1' Preferred Stock Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the Baa3 senior unsecured and
Ba1 preferred ratings of Post Apartment Homes, LP and Post
Properties, Inc., respectively. The rating agency revised the
outlook to positive from stable, which accounts for the
improvements Post Properties has made to its credit profile,
including higher fixed charge coverage and lower leverage.

RATINGS RATIONALE

Post's leverage metrics have improved with the strong performance
of the multifamily sector and are among the best of its peers. At
the end of the third quarter of 2011, effective leverage was
36.8%, down from 40.1% at YE10, and net debt relative to EBITDA
was 6.1x (6.6x at YE10). As well, fixed charge coverage of 2.3x at
3Q11 is in line for this company's rating and is a marked
improvement over 1.8x at 2Q10. Finally, Post maintains good levels
of liquidity, with access to its undrawn $330 million lines of
credit, an active at-the-market equity program and manageable debt
maturities for the next 24 months.

High secured debt (22.1% at 3Q11) is a key impediment to ratings
improvement. Moody's expects Post to lower this metric by
refinancing upcoming secured maturities with unsecured debt,
equity or a combination of each. Other areas of concern include
concentrations in traditionally low-barrier markets Atlanta and
Dallas, and the company's strategic history, including development
and merger miscues, which in turn have likely contributed to
margin volatility.

Moody's indicated that an upgrade would depend upon Post
Properties maintaining net debt/EBITDA below 7x, fixed charge
coverage greater than 2.25x and secured debt below 15% with
corresponding increases in unencumbered assets. Evidence of growth
in size and improved geographic diversity is also required.

Equally, should the REIT's financial profile and profitability
substantially deteriorate, most likely due to renewed softness in
the multifamily market, the ratings could come under downward
pressure. Furthermore, any reversal in lowering its exposure to
Atlanta or deterioration in coverage or secured leverage from
current levels would also pressure the rating down.

These ratings were affirmed with a positive outlook:

Post Properties, Inc. -- Ba1 preferred stock; (P)Ba1 preferred
shelf.

Post Apartment Homes, LP -- Baa3 senior unsecured; (P)Baa3 senior
unsecured shelf.

In the last rating action with respect to Post Properties, Moody's
affirmed the REIT's ratings with a stable outlook on October 1,
2010.

The principal methodology used in this rating was Global Rating
Methodology for REITs and Other Commercial Property Firms
published in July 2010 .

Post Properties, Inc. (NYSE: PPS) is a multifamily REIT with
headquarters in Atlanta and has interests in 21,431 apartment
units in 57 communities, including 1,747 apartment units in five
communities held in unconsolidated entities and 1,568 apartment
units in five communities currently under development.


PROGEN PHARMACEUTICALS: Ernst & Young Raises Going Concern Doubt
----------------------------------------------------------------
Ernst & Young, in Brisbane, Australia, expressed substantial doubt
about Progen Pharmaceuticals Limited's ability to continue as a
going concern, following the Company's results for the fiscal year
ended June 30, 2011.  The independent auditors noted that of the
Company's recurring losses from operations and net capital
deficiency.

The Company reported a net loss of A$6.1 million on A$3.6 million
of revenue for the fiscal year ended June 30, 2011, compared with
a net loss of A$15.8 million on A$2.7 million of revenue for the
fiscal year ended June 30, 2010.

The Company's balance sheet at June 30, 2011, showed
A$12.2 million in total assets, A$3.2 million in total
liabilities, and stockholders' equity of $9.0 million.

A copy of the Form 20-F is available for free at:

                       http://is.gd/l8r08A

Queensland, Australia-based Progen Pharmaceuticals Limited (ASX:
PGL, OTC: PGLA) ? http://www.progen-pharma.com/-- is a globally
focused biotechnology company committed to the discovery,
development and commercialization of small molecule therapeutics
primarily for the treatment of cancer.

The Company operates the Research and Development business segment
primarily in Australia following the closure of the U.S. office in
October 2010.

Progen's primary focus is on dual mechanism anti-angiogenesis
oncology products, which control tumor size and spread.


PURSELL HOLDINGS: Wants Until Jan. 30 to Solicit Plan Votes
-----------------------------------------------------------
Pursell Holdings, LLC, in a fourth motion, asks the U.S.
Bankruptcy Court for the Western District of Missouri to extend
its exclusive period to solicit acceptances for its proposed
Chapter 11 Plan from Dec. 30, 2011, to Jan. 30, 2012.

The Debtor relates that it needs more time to complete its
balloting.

The Debtor notes that the hearing on its Disclosure Statement
occurred on Nov. 15, 2011 and a status conference was held on
Dec. 6, 2011.  The First Amended Plan and First Amended Disclosure
Statement were filed on Dec. 6, 2011.  The confirmation of the
Plan is set for Jan. 13, 2012.

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.


QUALTEQ INC: Wants Until Jan. 26 to Propose Reorganization
----------------------------------------------------------
Qualteq, Inc., et al., asks the U.S. Bankruptcy Court for the
District of Delaware to extend their exclusive periods to file and
solicit acceptances for the proposed plan of reorganization until
Jan. 26, 2012, and March 26, 2012, respectively.

The Debtors filed their request for an extension before the

exclusive periods was set to expire on Dec. 12.

The Debtors relate that the expiration of their exclusive periods
and threat of multiple plans filed by other parties will likely
lead to adversarial situations that may case deterioration in the
Debtors' business operations, the value of their assets, and their
ability to negotiate a consensual restructuring.

The Debtors set a Jan. 17, 2012, hearing at 11:00 a.m. on their
request for exclusivity extension.  Objections, if any, are due
Jan. 17, at 11:00 a.m.

                       About QualTeq Inc.

South Plainfield, New Jersey-based QualTeq, Inc., engages in the
design, manufacture, and personalization of plastic cards in the
United States.  The company manufactures magnetic, contact, and
dual interface smart cards.

Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011.  Eric Michael Sutty, Esq., and Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, serve as local counsel to the
Debtors.  K&L Gates LLP is the general bankruptcy counsel.
Eisneramper LLP is the accountants and financial advisors.
Scouler & Company is the restructuring advisors.  Lowenstein
Sandler PC is counsel to the Committee.  Avadamma LLC disclosed
$38,491,767 in assets and $36,190,943 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.


QUALTEQ INC: Has Until March 11 to Decide on Nonresidential Leases
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until March 11, 2012, Qualteq, Inc., et al.'s time to assume of
reject unexpired leases of nonresidential real property.

The Debtors, in their motion, related that the extension will
enable them to effectuate the assumption or rejection of each of
the unexpired leases in an orderly fashion and in conjunction with
confirmation of the Plan and will allow the Debtors to maximize
the value of the unexpired leases for the benefit of their estates
and creditors.

                       About QualTeq Inc.

South Plainfield, New Jersey-based QualTeq, Inc., engages in the
design, manufacture, and personalization of plastic cards in the
United States.  The company manufactures magnetic, contact, and
dual interface smart cards.

Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011.  Eric Michael Sutty, Esq., and Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, serve as local counsel to the
Debtors.  K&L Gates LLP is the general bankruptcy counsel.
Eisneramper LLP is the accountants and financial advisors.
Scouler & Company is the restructuring advisors.  Lowenstein
Sandler PC is counsel to the Committee.  Avadamma LLC disclosed
$38,491,767 in assets and $36,190,943 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.


R.E. LOANS: Committee Taps Diamond McCarthy as Litigation Counsel
-----------------------------------------------------------------
The Official Committee of Noteholders in the Chapter 11 cases of
R.E. Loans LLC, R.E. Loans, R.E. Future and Capital Salvage asks
permission from the U.S. Bankruptcy Court for the District of
Texas to retain Diamond McCarthy LLP as special litigation
counsel.

Specifically, Diamond McCarthy will conduct a preliminary
investigation of, and prepare a written report regarding,
potential claims and causes of action the estates may hold against
third parties, including any claims against Wells Fargo
Capital Finance, LLC, claims against former insiders and
professionals of the Debtors, and claims under chapter 5 of the
Bankruptcy Code.

The retention will primarily consist of two components:

   1) Investigation. Diamond McCarthy will conduct a preliminary
      investigation, including discovery pursuant to Bankruptcy
      Rule 2004, and prepare a written report regarding the
      estates' potential Litigation Claims. Diamond McCarthy will
      present the written report to the Committee by Feb. 10,
      2012.

   2) Prosecution. Based upon the written report, the Committee,
      in consultation with its advisors, will determine which
      Litigation Claims to pursue, and the compensation to
      be paid to Diamond McCarthy or other counsel in connection
      therewith.

Diamond McCarthy will likely enter into a joint prosecution
agreement with Bonnett, Fairbourn, Friedman & Balint, P.C., lead
counsel for the plaintiffs in the class action suit against
certain Debtor entities, related entities and third parties.

Diamond McCarthy will complete its investigation and written
report at no charge to the estates, predicated on the expectation
that the Committee and Diamond McCarthy will subsequently agree on
terms of a contingent fee arrangement for Diamond McCarthy to
represent the Committee in prosecuting the Litigation Claims. Any
such contingent fee arrangement will be the subject of a separate
application for approval by the Court.  Failing that, Diamond
McCarthy will be entitled to seek compensation for services
rendered and reimbursement of actual expenses incurred based upon
its standard hourly rates.  In either case, the compensation to be
paid to Diamond McCarthy will be paid solely from the proceeds, if
any, of Litigation Claims.

Diamond McCarthy's standard hourly rates range from $350 to $675
for partners, $225 to $350 for associates, and $150 to $180 for
paralegals.

Eric D. Madden, a partner at Diamond McCarthy, assures the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

A hearing to consider the Committee's application is scheduled for
Dec. 29, 2011.

                       About R.E. Loans

R.E. Loans LLC was, for many years, in the business of providing
financing to home builders and developers of real property.  R.E.
Future LLC and Capital Salvage own the real property obtained
following foreclosure proceedings initiated by R.E. Loans against
its borrowers.  R.E. Loans is the sole shareholder of Capital
Salvage and the sole member of R.E. Future.  B-4 Partners LLC is
the sole member of R.E. Loans.  As a result of the multiple
defaults by R.E. Loans' borrowers, R.E. Loans has transitioned
from being a lender to becoming a property management company.

Lafayette, California-based R.E. Loans, R.E. Future and Capital
Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011.  Judge
Barbara J. Houser presides over the case.  Stutman, Treister &
Glatt and Gardere, Wynne and Sewell, represent the Debtors as
counsel.  James A. Weissenborn at Mackinac serves as R.E. Loans'
chief restructuring officer.  The Debtors tapped Hines Smith
Carder as their litigation and outside general counsel.  R.E.
Loans disclosed $713,622,015 in assets and $886,002,786 in
liabilities as of the Chapter 11 filing.

William T. Neary, the U.S. Trustee for Region 6, appointed 12
members to the Official Committee of Noteholders of R.E. Loans
LLC.


R.E. LOANS: Committee Taps Diamond McCarthy as Litigation Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of R.E. Loans, LLC,
and its debtor affiliates seeks permission from the U.S.
Bankruptcy Court for the Northern District of Texas to retain
Diamond McCarthy LLP as its special litigation counsel.
Specifically, Diamond McCarthy will conduct a preliminary
investigation of, and prepare a written report regarding,
potential claims and causes of action the estates may hold against
third parties, including any claims against Wells Fargo Capital
Finance, LLC, claims against former insiders and professionals of
the Debtors, and claims under chapter 5 of the Bankruptcy Code.
Thereafter, the Committee, in consultation with its professionals,
will determine which claims and causes of action to pursue on
behalf of the Debtors' estates and, to the extent necessary,
request standing to pursue such claims and causes of action on
behalf of and for the benefit of the Debtors' estates.

Diamond McCarthy will conduct the preliminary investigation and
complete the written report at no charge to the Debtors' estates;
provided that the Committee ultimately seeks and obtains Court
authority to compensate Diamond McCarthy pursuant to Section 328
under a mutually acceptable contingency fee agreement to prosecute
those Litigation Claims that the Committee, in consultation with
Diamond McCarthy, ultimately decides to pursue.  In the event the
Committee retains Diamond McCarthy on a contingency-fee basis, the
Committee will also employ all reasonable efforts to ensure that
Diamond McCarthy will be engaged under the same terms by the
liquidation trust or other post-confirmation representative of the
estates after confirmation of a chapter 11 plan.

In the event that a mutually acceptable contingency fee agreement
cannot be reached in good faith, or is not approved by the Court,
Diamond McCarthy will be compensated for the preliminary
investigation and written report at its standard hourly rates
pursuant to Section 330.  In such event, the hourly rate to be
paid to Diamond McCarthy will only be paid out of recovery on the
Litigation Claims.  For the avoidance of doubt, Diamond McCarthy
will not be entitled to compensation if the Litigation Claims are
not pursued by the Committee or if the Litigation Claims that are
pursued yield no recovery.

Diamond McCarthy's standard hourly rates range from $350 to $675
for partners, $225 to $350 for associates, and $150 to $180 for
paralegals.

To the best of the Committee's knowledge, Diamond McCarthy is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code, as modified by Sec. 1107(b).

Diamond McCarthy has agreed to withdraw from its recent engagement
as local bankruptcy counsel to two note holders with secured
claims against the Debtors' estates.

                         About R.E. Loans

R.E. Loans LLC was, for many years, in the business of providing
financing to home builders and developers of real property.  R.E.
Future LLC and Capital Salvage own the real property obtained
following foreclosure proceedings initiated by R.E. Loans against
its borrowers.  R.E. Loans is the sole shareholder of Capital
Salvage and the sole member of R.E. Future.  B-4 Partners LLC is
the sole member of R.E. Loans.  As a result of the multiple
defaults by R.E. Loans' borrowers, R.E. Loans has transitioned
from being a lender to becoming a property management company.

Lafayette, California-based R.E. Loans, R.E. Future and Capital
Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011.  Judge
Barbara J. Houser presides over the case.  Stutman, Treister &
Glatt and Gardere, Wynne and Sewell, represent the Debtors as
counsel.  James A. Weissenborn at Mackinac serves as R.E. Loans'
chief restructuring officer.  The Debtors tapped Hines Smith
Carder as their litigation and outside general counsel.  The
Debtors tapped Alixpartners, LLP as noticing agent.  R.E. Loans
disclosed $713,622,015 in assets and $886,002,786 in liabilities
as of the Chapter 11 filing.

William T. Neary, the U.S. Trustee for Region 6, appointed 12
members to the Official Committee of Noteholders of R.E. Loans
LLC.


RENEGADE HOLDINGS: Trustee Can Auction Chinqua Assets in April
--------------------------------------------------------------
Richard Craver at Winston-Salem Journal reports that Judge William
Stocks signed on Dec. 12 an order giving Chapter 11 bankruptcy
trustee Peter Tourtellot permission to conduct absolute auctions
on the week of April 23.  A third sale would be held May 12 to
sell all remaining Chinqua Penn Plantation items and objects.

According to the report, among the personal property listed for
auction are: vehicles and boats; a musical-instrument collection;
a gun collection; arts, artifacts, furniture, fixture, equipment,
household goods, ornamentation, tools and implements, garden
statuary and the Chinese Pagoda.

The report says the filing did not provide a listing of the value
of the property being auctioned.  Judge Stocks' order said Davie
County businessman Calvin Phelps consented to the auctioning of
the property.

The report adds that Judge Stocks also approved the closing of
business operations, tours and events at the plantation no later
than 11:59 p.m. Dec. 24, 2011, to allow auctioneers to have secure
access to the Chinqua Penn manor house to prepare the personal
property for auction.  It is not clear from the filing whether the
closing is temporary, and if so, how long it might last.

                     About Renegade Holdings

Renegade Holdings and two subsidiaries -- Alternative Brands, Inc.
and Renegade Tobacco Company -- filed for Chapter 11 protection
(Bankr. M.D.N.C. Lead Case No. 09-50140) on Jan. 28, 2009, and
exited bankruptcy on June 1, 2010.  They were put back into
bankruptcy July 19, 2010, when Judge William L. Stocks vacated the
reorganization plan, in part because of a criminal investigation
of owner Calvin Phelps and the companies regarding what
authorities called "unlawful trafficking of cigarettes."

Alternative Brands is a federally licensed manufacturer of tobacco
products consisting primarily of cigarettes and cigars.  Renegade
Tobacco distributes the tobacco products produced by ABI through
wholesalers and retailers in 19 states and for export.  ABI also
is a contract fabricator for private label brands of cigarettes
and cigars which are produced for other licensed tobacco
manufacturers.

The stock of RHI is owned indirectly by Calvin A. Phelps through
his ownership of the stock of Compliant Tobacco, LLC which, in
turn, owns all of the stock of RHI which in turn owns all of the
stock of RTC and ABI.  Mr. Phelps was the chief executive officer
of all three companies. All three of the Debtors' have their
offices and production facilities in Mocksville, North Carolina.

In August 2010, the Bankruptcy Court approved the appointment of
Peter Tourtellot, managing director of turnaround-management
company Anderson Bauman Tourtellot Vos & Co., as Chapter 11
trustee.

Gene Tarr also has been appointed as bankruptcy examiner.


RGIS HOLDINGS: Moody's Upgrades Corp. Family Rating to 'B2'
-----------------------------------------------------------
Moody's Investors Service upgraded RGIS Holdings, LLC's (RGIS)
Corporate Family (CFR) and Probability of Default Ratings to B2
from B3. Concurrently, the rating on the senior secured first lien
credit facility was raised to Ba3 from B1. The ratings outlook
remains stable.

Ratings upgraded:

- Corporate Family Rating, to B2 from B3

- Probability of Default Rating, to B2 from B3

- $75 million sr secured revolver due April 2013, to Ba3 (LGD 2,
  29%) from B1 (LGD 3, 30%)

- $448 (originally $525) million sr secured term loan due April
  2014, to Ba3 (LGD 2, 29%) from B1 (LGD 3, 30%)

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

RATINGS RATIONALE

The upgrade in RGIS's CFR to B2 reflects revenue and earnings
growth, meaningful debt reduction, and a good liquidity profile.
Financial leverage (total debt to EBITDA) has fallen from over 7
times to 5.4 times at September 30, 2011, before consideration of
the company's $153 million cash balance. The ratings further
reflect RGIS's leading market share in outsourced inventory
verification services and long-standing relationships with its
largest customers. Nonetheless, the ratings are constrained by
domestic pricing competition from smaller competitors, moderate
customer concentration, the potential for certain clients to shift
to in-house solutions, and vulnerability to cyclical swings and
secular trends impacting retail customers' inventory levels. The
stable outlook anticipates moderate revenue growth, mostly outside
the US, partly offset by modest declines in domestic average
pricing.

The ratings could be upgraded if a substantial portion of the
company's cash balance is used to reduce debt, and if revenues
grow steadily while cash flow remains solid, such that financial
leverage is sustained below 4 times. Conversely, the ratings could
be downgraded if competitive pressures intensify resulting in
revenue declines for several consecutive quarters, financial
leverage approaches 6 times, or free cash flow to debt falls below
3%.

Headquartered in Auburn Hills, Michigan, RGIS provides inventory
counting services primarily to retailers. Revenues in the twelve
month period ended September 30, 2011 were $640 million.


ROOMSTORE INC: Posts $3.1 Million Net Loss in Aug. 31 Quarter
-------------------------------------------------------------
RoomStore, Inc., filed on Dec. 12, 2011, its quarterly report on
Form 10-Q, reporting a net loss of $3.1 million on $70.7 million
of sales for the three months ended Aug. 31, 2011, compared with
net income of $111 million on $92.0 million of sales for the three
months ended Aug. 31, 2010.

For the six months ended Aug. 31, 2011, the Company had a net loss
of $7.7 million on $138.0 million of sales, compared with a net
loss of $2.5 million on $170.6 million of sales for the six months
ended Aug. 31, 2010.

The Company's balance sheet at Aug. 31, 2011, showed $70.4 million
in total assets, $60.3 million in total liabilities, and
stockholders' equity of $10.1 million.

On Sept. 23, 2011, the Company entered into an amendment to the
revolver agreement.  Among other things, the amendment modified
minimum excess availability on the revolver for certain periods
through January 2012 and added an event of default if the Company
failed to provide net cash payments to the lender of at least
$5,800,000 by Dec. 9, 2011, from a capital event consummated by
the Company.  The amendment also requires the Company to provide
certain cash reports on a weekly basis.

The Company was in compliance with all loan covenants at Aug. 31,
2011, and Feb. 28, 2011.  However, subsequent to the amendment
execution, the Company has determined it will likely not be able
to comply with all provisions of the amendment to the credit
facility, which would cause an event of default.

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

                       http://is.gd/dZeirx

Richmond, Va.-based RoomStore, Inc., is a home furnishings and
bedding retailer in the United States which operates 66 stores (as
of Aug. 31, 2011) located in the states of Pennsylvania, Maryland,
Virginia, North Carolina, South Carolina, Alabama, Florida and
Texas.  The Company also offers its home furnishings through
Furniture.com, a provider of internet-based sales opportunities
for regional furniture retailers.  The Company owns 65% of
Mattress Discounters Group, LLC ("MDG") which operates 83 mattress
stores (as of Aug. 31, 2011) in the states of Delaware, Maryland
and Virginia and in the District of Columbia.

RoomStore, Inc.. filed for Chapter 11 protection (Bankr. E.D. Va.
Case No. 11-37790) on Dec. 12, 2011.  The Company is currently
negotiating with lenders to provide DIP financing that will allow
the Company to execute a plan of reorganization.  The
reorganization of the Company is expected to result in the closing
of a significant number of stores and reductions in staffing and
overhead expenses.

The Company is represented by Troy Savenko of Kaplan & Frank.


SALINAS INVESTMENTS: Judge Confirms Reorganization Plan
-------------------------------------------------------
American Bankruptcy Institute reports that Salinas Investments'
chapter 11 plan was confirmed at a hearing Dec. 12.

On Oct. 19, 2011, Bankruptcy Judge signed an order approving the
disclosure statement explaining Salinas Investments's plan.

As reported by the Troubled Company Reporter on Aug. 26, 2011,
Salinas Investments' Plan provides for the satisfaction of the
allowed claims of all creditors.  The Debtor's plan divides claims
into five classes of claims:

     A. Allowed administrative claims -- Will be in full in
        cash on the Distribution Date.

     B. Class 1 (Allowed property tax claims) -- The Debtor will
        pay the Class 1 Creditor's Allowed Claim in 60 equal
        monthly installments with 12% interest per annum.

     C. Class 2 (Allowed priority claims) -- The Debtor will pay
        the creditor a monthly payment determined by amortizing
        the allowed claim over a period of 72 months plus allowed
        interest.

     D. Class 3 (First National Bank claims) -- First National
        Bank will receive quarterly payments of $46,500 over two
        Years from March 15, 2012, to December 15, 2017.  In
        addition, Salinas Investments will secure First National's
        release of its lien on any acre of real property that is
        part of the collateral by paying to First National a
        release price of $7,200 per acre.

     E. Class 4 (Allowed unsecured claims) -- Salinas will pay
        Over a five-year period after the Effective Date and in 4
        equal installments each year, pay their respective Class 4
        Creditors their pro rata share of 50% of the difference
        of: (i) the partnership's net taxable income and (ii) the
        sum of all plan payments and debt service payments made by
        Salinas.  After all non-insider Class 4 Creditors are paid
        in full, Salinas will be authorized to satisfy the Allowed
        Claims of Class 4 Creditors who are insiders.

     F. Class 5 (Equity security or interest holders) -- Will
        retain their interest in Salinas.

A copy of the Disclosure Statement is available at
http://bankrupt.com/misc/SALINAS_disclosurestatement.pdf

                      About Salinas Investments

San Antonio, Texas-based Salinas Investments, Ltd., filed for
Chapter 11 bankruptcy protection on July 2, 2010 (Bankr. W.D. Tex.
Case No. 10-52525).  William B. Kingman, Esq., in San Antonio,
Texas, assists the Debtor in its restructuring effort.  The
Company disclosed $17,561,043 in assets and $4,269,961 in
liabilities.


SCI REAL ESTATE: Yet to Complete Talks with Panel on Plan Terms
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will convene a hearing on Jan. 25, 2012, at 9:30 a.m., to consider
the third motion to extend SCI Real Estate Investments, LLC's
exclusive periods.

The Debtor and the Official Committee of Unsecured Creditors asked
that the Court extend their exclusive periods to file and solicit
acceptances for the proposed Plan of Reorganization until Feb. 3,
2012, and April 3, 2012, respectively.

The parties filed their request for an extension before the
exclusive periods was set to expire on Dec. 12, 2011.

The Debtor and the Committee needs more time to facilitate
negotiations regarding the terms of a Plan and to retain a chief
restructuring officer who is expected to serve as trustee for a
creditors' trust.

                 About SCI Real Estate Investments

Los Angeles, California-based SCI Real Estate Investments,
LLC, filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 11-15975) on Feb. 11, 2011.  Jeffrey W. Dulberg,
Esq., at Pachulski Stang Ziehl & Jones LLP, serves as the Debtor's
bankruptcy counsel.  Haskell & White LLP as accountant. Kennerly,
Lamishaw & Rossi LLP as special real estate counsel.  The Debtor
disclosed $55,431,222 in assets and $69,514,028 in liabilities as
of the Chapter 11 filing.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 cases of SCI Real Estate Investments.  Levene, Neale,
Bender, Yoo & Brill L.L.P., represents the Committee as its
general bankruptcy counsel.

Bill Hoffman  is authorized to serve as chief restructuring
officer.


SEALY CORP: Lawrence Rogers to Retire as Pres. & CEO Next Year
--------------------------------------------------------------
The Board of Directors of Sealy Corporation announced that
Lawrence J. Rogers, the Company's president and chief executive
officer, will retire next year after a 33-year career at the
Company.  Mr. Rogers, 63, will continue to lead the Company until
a successor is appointed.

"On behalf of the Board and everyone at Sealy, I would like to
thank Larry not only for his leadership, but also for the
dedication and commitment that he has given to Sealy for over 30
years," said Paul J. Norris, Non-Executive Chairman of the Sealy
Board of Directors.  "During his tenure as CEO, he has guided the
company through some of the most tumultuous times that we have
seen in both the industry and the U.S. economy, while advancing
Sealy's status as the preeminent mattress company in the world.
We appreciate his countless contributions over the years."

During his more than 30 years with Sealy, Mr. Rogers helped to
build the company's international business and increased the
strength and reach of the Sealy brand around the world.  The Sealy
brand is now sold in more than 40 markets globally and holds the
#1 market share in the U.S., Mexico and Canada, where Mr. Rogers
spent fifteen years in various senior leadership roles.  Mr.
Rogers also played a critical role in entering the China market,
establishing a joint venture system in Asia and building the
Company's first plant in China, and he led the company's entry
into South America.

As a veteran of the industry, Mr. Rogers established deep and
robust relationships across the global bedding industry, including
both the retail and supplier communities.  As CEO, he guided the
Company through the most significant decline ever experienced by
the bedding industry, stabilizing the business and leading the
successful refinancing of the company in 2009.  He also focused
the Sealy team on delivering innovative, new product offerings,
including the development and growth of the Stearns & Foster line.

"After more than three decades at Sealy, I have decided that the
time is right for me to retire, knowing that I will leave a
company that is well-positioned, despite the ongoing difficulties
in the macroeconomic environment.  I am proud to have been a part
of this great company and to have played a role in Sealy's
expansion across the U.S. and worldwide," said Lawrence J. Rogers.

"Together we have built a strong portfolio of brands under the
Sealy umbrella and I am confident that our team will continue to
build on that strength in the future.  I look forward to working
with the Board of Directors, my successor and the rest of the
Sealy team to ensure a seamless transition," he added.

The Board of Directors has formed a search committee and intends
to conduct a thoughtful and rigorous process to identify a new
CEO.  The Board has also retained an executive search firm to
advise the Board on potential candidates.  Once the new CEO is
appointed, Mr. Rogers will step down from the Board.

The Retirement Agreement provides that, beginning on the
Retirement Date through Jan. 15, 2014, Mr. Rogers will continue to
provide consulting services to the Company as the Board may
reasonably request, but in any case at a minimum of 25% of his
work time (relative to his work time while an employee) up to a
maximum of 49% of such time.  In connection with that consulting
services, the Company will pay Mr. Rogers a consulting fee that
will be based on the percentage of time, on a monthly basis, that
Mr. Rogers provides those services to the Company, multiplied by
the monthly rate of Mr. Rogers' current base salary.  The
Consulting Fee will be subject to a guaranteed minimum of 25% of
Mr. Rogers' current base salary for the duration of the Consulting
Period.

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

The Company reported a net loss of $902,000 on $305.53 million of
net sales for the three months ended Feb. 27, 2011, compared with
net income of $5.71 million on $311.88 million of net sales for
the three months ended Feb. 28, 2010.

The Company's balance sheet at Aug. 28, 2011, showed $947.85
million in total assets, $1 billion in total liabilities and a
$57.10 million total stockholders' deficit.

Sealy carries 'B' local and issuer credit ratings from Standard &
Poor's.


SOLYNDRA LLC: Faces Grand Jury Probe, Billing Records Reveal
------------------------------------------------------------
Abigail Rubenstein at Bankruptcy Law360 reports that Solyndra LLC
has received a grand jury subpoena, according to billing records
submitted to a Delaware bankruptcy court on Dec. 9 by K&L Gates
LLP.  The billing records, first reported on by The Washington
Times, show the vast majority of K&L Gates attorneys' hours spent
working on matters for Solyndra were devoted to an investigation
by the U.S. attorney's office and U.S. Department of Justice into
the solar panel maker.

                      About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.  The Committee has tapped
Blank Rome LLP as counsel.

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


SOPHIA LP: Moody's Assigns 'B2' CFR; Outlook Stable
---------------------------------------------------
Moody's Investors Service assigned a first-time B2 corporate
family rating and a B2 probability of default rating to Sophia,
L.P. Moody's also assigned a B1 rating to Datatel's proposed
senior secured facilities, and a Caa1 rating to the company's
proposed senior unsecured notes. Datatel will use the proceeds
from new debt to finance the acquisition of SunGard Higher
Education, by the private equity firm Hellman & Friedman LLC.
Hellman & Friedman is the current owner of Datatel. The ratings
outlook is stable.

RATINGS RATIONALE

The B2 corporate family rating is driven by the high initial
leverage pro forma the proposed transaction with debt to EBITDA at
approximately 7.7x using Moody's standard adjustments. The high
leverage is countered by the company's growing scale and leading
position as a niche provider of software and services for the
administrative and academic functionality at higher education
institutions including universities, community colleges, and
technical schools.

The rating is supported by the stable maintenance revenue streams
at both Datatel and SunGard HE, evidenced by the high maintenance
revenue retention rates at both companies. Moody's expects the
company to reduce leverage to below 7.0 times (adjusted debt to
EBITDA) within a year from closing the transaction as a result of
modest growth and the application of the company's stable free
cash flow to reduce debt.

The stable outlook reflect Moody's expectations that Datatel will
continue to maintain its strong market position in its niche
segment and generate low single-digit annual revenue growth with
consistent levels of operating profit and cash flow.

The ratings could be lowered if the company does not reduce
leverage to below 7.0 times (adjusted debt to EBITDA) within a
year from closing the transaction or if annual free cash flow is
likely to be sustained at less than $75 million.

Given the high initial leverage and even after considering Moody's
expectations for leverage reduction, a ratings upgrade is not
likely in the near to medium term. Moody's anticipates management
will steadily reduce leverage over the intermediate term, which
will better position the company in its rating category. Over the
longer term, the ratings could be upgraded if the company
maintains its market share and profitability, and is likely to
sustain debt to EBITDA below 5.0 times.

The company will use proceeds from the new debt to refinance all
outstanding borrowings under its existing first and second lien
senior secured credit facilities at the close of the transaction.
As a result, Moody's expects to withdraw Datatel's existing credit
ratings upon closing of the transaction and permanent repayment of
credit facilities.

These ratings were assigned:

Corporate Family Rating: B2

Probability of default: B2

$125 million senior secured revolver due 2016, B1, LGD3(33%)

$1,070 million senior secured term loan due 2018, B1, LGD3(33%)

$530 million senior unsecured notes due 2018, Caa1, LGD5(87%)

Ratings outlook: stable

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

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

Datatel Inc., headquartered in Fairfax, Virginia, is a privately-
held provider of ERP software exclusively for the higher education
market. Datatel had revenue of $166.7 million, for the last
twelve-month period ended September 30, 2011.


SOUTH STATION: Woodbury & Kesler's Fees Denied for Nondisclosure
----------------------------------------------------------------
Bankruptcy Chief Judge William T. Thurman denied the First and
Final Application for Allowance of Attorneys' Fees and Costs filed
by Woodbury & Kesler, P.C., attorneys for South Station LLC.  The
Debtor's Chapter 7 Trustee, Kenneth Rushton, objected to the Fee
Application on the grounds that Woodbury failed to comply with the
disclosure requirements of Fed. R. Bankr. P. 2016.  The U.S.
Trustee joined in the Chapter 7 Trustee's objection.  Woodbury
seeks payment of $126,770 for services rendered and expenses
incurred from November 2008 through January 2010.  In his Dec. 13
Memorandum Decision available at http://is.gd/ABrofMfrom
Leagle.com, Judge Thurman said the Fee Application should be
denied in its entirety for failure to fully disclose the source
and amount of compensation received; failure to provide an
accurate accounting of compensation received; and/or failure to
adhere to the requirements of disinterestedness mandated by the
Bankruptcy Code.

Prior to South Station's bankruptcy filing, five related business
entities sought the bankruptcy counsel and services of Russell S.
Walker and his law firm, Woodbury.  The related entities included:
South Station; JL Building, LLC; JL Building 2, LLC; HEP
Development, LLC; and Dana Point, LLC.  Steve and Dee Bates,
brothers and business partners, were the principals of all of the
related entities.

The five related entities sought bankruptcy counsel simultaneously
because South Station had an outstanding debt with First
Interstate Financial that held a collateral interest in all of
South Station's property.  The affiliated entities (JL Building,
JL Building 2, HEP Development, and Dana Point) pledged their
assets to secure the First Interstate Financial loan, although the
affiliated entities were not obligors on the loan.  Woodbury
prepared and filed bankruptcy petitions on behalf of all of the
related entities.  It was not until April 27, 2009 that the Court
authorized the employment of Russell Walker and Woodbury as
counsel for debtor South Station.

South Station LLC filed a voluntary Chapter 11 bankruptcy petition
(Bankr. D. Utah Case No. 08-27583) on Oct. 30, 2008.  The South
Station case was converted to a chapter 7 bankruptcy on Jan. 19,
2010.


SPECIALTY PRODUCTS: Has Until Jan. 30 to Solicit Plan Acceptances
-----------------------------------------------------------------
The Hon. Judith K. Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware extended Specialty Products Holding Corp.,
et al.'s exclusive periods to file and solicit acceptances for the
proposed plan or plans of reorganization until Nov. 30, 2011, and
Jan. 30, 2012, respectively.

As reported in the Troubled Company Reporter on Oct. 28, 2011,
according to the Debtors, they have been engaged in a variety of
tasks over the last six months, most of them related to an
estimation of the Debtors' asbestos liability.  Beginning in
October 2010, the Debtors filed a series of Rule 2004 motions
seeking to obtain information to assist their estimation expert,
Bates White LLC, in preparing a thorough and accurate estimation
of the Debtors' asbestos liability.

The Debtors said, although the Court has denied, without
prejudice, two of the Rule 2004 motions and has taken a third
under advisement, it authorized the Debtors to proceed with a
claimant information form for mesothelioma claimants with pending
lawsuits against one or both Debtors.  The deadline for claimants
to complete that form is not until Nov. 2, 2011, however, and the
Debtors anticipate that all parties will require time after the
deadline to review the submissions and process the claimant data.
Accordingly, the Debtors require additional time, at a minimum, to
review and analyze the data received through the claimant
information form.

The Debtors said they remain committed to emerging from Chapter 11
as soon as practicable.  Given the complexity and magnitude of the
asbestos-related issues and the current status of the Debtors'
discovery requests, neither the Debtors nor any other party is in
a position to propose a viable plan of reorganization.  The short,
two-month extension of the exclusive Periods requested by the
Debtors will not result in any delay of the plan process, and
should be granted.

                      About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection on May 31,
2010 (Bankr. D. Del. Case No. 10-11780).  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., and Zachary
I. Shapiro, Esq., at Richards Layton & Finger, serve as
co-counsel.  Logan and Company is the Company's claims and notice
agent.

The Company estimated its assets and debts at $100,000,001 to
$500,000,000.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100,000,001 to $500,000,000.


STONERIDGE INC: Moody's Upgrades CFR to 'B1'; Outlook Positive
--------------------------------------------------------------
Moody's Investors Service upgraded Stoneridge, Inc.'s Corporate
Family Rating and Probability of Default Ratings to B1 from B2. In
a related action Moody's also upgraded the company's $175 million
9.5% senior secured notes due 2017 to B2 from B3. The company's
speculative grade liquidity rating was affirmed at SGL-2. The
rating outlook was changed to positive from stable.

RATINGS RATIONALE

The positive rating actions recognize continued improvement in
operating performance and Moody's expectation that improved
conditions in key end markets (North American automotive and
commercial vehicle, and agricultural) will enable Stoneridge to
continue to strengthen its financial performance and credit
metrics. The company has seen strong top line growth on a year-
over-year basis in 2011, reflecting the ongoing increase in
commercial vehicle production volume which has improved demand for
the company's products, including electronics and controls. The
ratings also reflect Stoneridge's good competitive position, and
an expectation that it will maintain a good liquidity profile.

The B1 rating is further supported by the company's announced plan
to acquire 24% of additional equity ownership of Brazil based PST
Eletronica S.A.("PST"), bringing Stoneridge's total ownership
interest to 74% at the conclusion of the proposed transaction. The
increase in stake will lead to consolidation of PST's financial
results with those of Stoneridge resulting in a increase in
reported revenues and profitability going forward.

The company's speculative grade liquidity rating was affirmed at
SGL-2, reflecting the anticipation of good liquidity over the next
12 months. The company recently announced an extension of its $100
million asset based revolving credit facility (not rated by
Moody's), which will now mature in December 2016. Moody's
anticipates the company will be free cash flow positive over the
next 12 months and maintain compliance with its financial
covenants.

The positive outlook reflects Moody's expectation that in 2012
Stoneridge could see improved margins from partially eliminating
operating inefficiencies, continued increase in light vehicle and
commercial vehicle production levels, and improved copper and
Mexican Peso pricings which are partially protected by hedge
instruments in 2012. Moody's also expects the credit metrics,
especially leverage and interest coverage, to improve from their
current levels, and the increased production levels and PST stake
to support at least a modest level of growth for Stoneridge.

The ratings could be upgraded if the company successfully achieves
more than moderate margin expansion, and the leverage is sustained
below 3x with EBIT/Interest above 2.5x. However, the outlook could
be stabilized if light vehicle and commercial vehicle build rates
decline materially, leverage is sustained above 4.5x with interest
coverage below 1.5x, or PST transaction doesn't complete or its
financial results are below historical levels.

These ratings/assessments have been affected:

Corporate Family Rating, upgraded to B1 from B2;

Probability of Default Rating, upgraded to B1 from B2;

$175 million 9.5% sr. secured notes due 10/15/2017, upgraded to B2
(LGD4, 62%) from B3 (LGD4, 62%);

The outlook is positive.

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

Headquartered in Warren, Ohio, Stoneridge, Inc. is a designer and
manufacturer of highly engineered electrical and electronic
components, modules and systems for automotive, medium and heavy-
duty truck, agricultural and off-highway vehicle markets. For the
twelve months ended September 30, 2011, the company reported
revenue of approximately $740 million.


STRATEGIC AMERICAN: Completes New Zone in Welder Ranch Well
-----------------------------------------------------------
Strategic American Oil Corporation has successfully recompleted a
"behind pipe" zone in its Welder #5 well located on the Welder
Ranch in Calhoun County South Texas.

Prior to the recompletion, the Welder #5 was marginally
profitable.  After the recompletion, the well is now flowing more
than 310 Mcf of gas and 2 barrels of condensate per day without
the aid of artificial lift.  This well alone now contributes an
estimated $22,000 in additional net monthly income to the company
at current commodity prices. The Company has a backlog of more
than 15 existing wells for recompletion or rework that are
expected to substantially increase production, cash flow, and
income.

"This recompletion is one of numerous projects we are undertaking
to increase production and exploit our known oil and gas reserves,
as well as increase our revenues and cash flow," noted Steven
Carter, Executive Vice President of Strategic American Oil
Corporation.

Strategic American Oil will provide updates pertaining to its
backlog of existing wells as information becomes available.

                     About Strategic American

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.

Strategic American reported a net loss of $10.28 million on $3.41
million of revenue for the year ended July 31, 2011, compared with
a net loss of $3.49 million on $531,736 of revenue for the same
period during the prior year.

The Company's balance sheet at July 31, 2011, showed
$16.93 million in total assets, $10.30 million in total
liabilities, and $6.62 million in total stockholders' equity.


SUB PRODUCTS: Moody's Affirms 'B2' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed the Corporate Family and
Probability of Default ratings of Sun Products Corporation at B2
and revised the outlook to negative. The negative outlook reflects
the risk that the company will not be able to restore its credit
metrics to levels appropriate for its B2 rating given the recent
decline in operating performance and still challenging category
dynamics and high input costs.

"Sun Products faces a significant challenge over the next 12
months as it seeks to restore manufacturing productivity, improve
cash flow and profitability following a difficult ERP systems
integration initiative earlier this year," says Moody's Senior
Vice President Janice Hofferber. "A highly competitive price
environment may further depress category growth and delay any
meaningful profitability improvement while the company's highly
leveraged capital structure may limit its ability to effectively
compete against significantly better capitalized, larger
competitors in the laundry segment," adds Ms. Hofferber.

RATINGS RATIONALE

Sun Product's B2 Corporate Family Rating reflects its very high
leverage, heightened competitive activity from better capitalized
operators (primarily Procter & Gamble ("P&G" rated Aa3) and Church
& Dwight ("CHD" rated Baa2), and significant retailer
concentration for its core private label and branded laundry care
products. Moreover, the company's mid-tier branded strategy
remains challenged by the significant additional investments
required to compete effectively, especially given the recent
category declines and intense price competition.The rating
benefits from a good liquidity profile, highlighted by nearly $100
million of availability on the company's revolving credit facility
and no significant near-term debt maturities.

The negative outlook reflects Moody's view that operating
conditions will remain difficult in the near-term as the company
slowly recovers from certain operational challenges and responds
to a competitive market environment. As a result, restoring credit
metrics to ranges acceptable for a B2 rating may be difficult to
achieve in the next 12 to 18 months.

Sun Product's ratings could be downgraded if category growth
continues to decline and profitability remains weak. Specifically,
ratings could be downgraded if the company is not able to reduce
its debt-to-EBITDA below 6.5 times over the next 12 to 18 months
or if free cash flow remains negative.

Sun Product's ratings could be upgraded if operating performance
and organic growth was restored such that debt-to-EBITDA is
sustained below 5.0 times and free cash flow-to-debt climbs above
5%.

These ratings of Sun Product's were affirmed (LGD point estimates
revised):

- Corporate family rating at B2;

- Probability of default rating at B2;

- $125 million senior secured revolving credit facility due April
  2013 at Ba3 (LGD2, 24%);

- $792 million first lien term loans due April 2014 at Ba3 (LGD2,
  24%); and

- $225 million second lien term loan due October 2014 at B3 (LGD4,
  59%).

The outlook is negative

The Sun Products Corporation ("Sun Products"), based in Wilton,
Connecticut, is a leading provider of moderately priced and
private label laundry detergents, fabric softeners and other
related household and personal care products in the North America
market. Significant brands include ALL, Snuggle, Sun, Wisk,
Sunlight (Canada), and Surf. The company is also the largest
private label manufacturer of laundry care products in North
America. Sun Products' parent company, Spotless Group Holding, LLC
is controlled by affiliates of Vestar Capital Partners. Sun
Products' sales for the twelve months ending September 30, 2011
was approximately $2.0 billion.

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


SUGARMADE INC: Posts $790,800 Net Loss in Sept. 30 Quarter
----------------------------------------------------------
Sugarmade, Inc., formerly Diversified Opportunities, Inc., filed
its quarterly report on Form 10-Q, reporting a net loss of
$790,825 on $26,546 of sales for the three months ended Sept. 30,
2011, compared with a net loss of $105,021 on $24,783 of sales
revenues for the three months Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2011, showed $1.5 million
in total assets, $176,194 in total current liabilities, and
stockholders' equity of $1.3 million.

As reported in the TCR on Oct. 19, 2011, Anton & Chia, LLP, in
Newport Beach, California, expressed substantial doubt about
Sugarmade's ability to continue as a going concern, following the
Company's results for the fiscal year ended June 30, 2011.  The
independent auditors noted that the Company has incurred net
losses since inception and has an accumulated deficit
at June 30, 2011.

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

                       http://is.gd/FqQyYL

Sugarmade, Inc. (formerly Diversified Opportunities, Inc.) is a
distributor of paper products that are derived from non-wood
sources.  The Company holds the exclusive right to market,
distribute and manufacture Sugar Cane Paper Company (SCPC)'s
proprietary products in Europe, North, Central and South America,
Australia and in other designated territories in the world.  The
Company also obtained the rights (within the designated
territories) to the Sugarmade(TM) brand name and trademarks.

SCPC, a company located in the People's Republic of China, is a
manufacturer and a holder of intellectual property rights and
patents in the area of developing and manufacturing paper from
non-wood sources.


SUNOCO INC: Fitch Affirms Issuer Default Rating at 'BB+'
--------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Rating
(IDR) of Sunoco Inc (NYSE: SUN) at 'BB+' and assigned a 'BBB-'
rating to the company's $800 million secured revolver.  Fitch has
also withdrawn ratings for the company's Commercial Paper program
and short-term IDR and the 2012 6.75% convertible notes, which
have been redeemed.  The Rating Outlook is Stable.

The rating action affects approximately $1.15 billion in debt at
the Sunoco, Inc level.

Sunoco's ratings are supported by the stability of the company's
portfolio of ratable, distribution-based successor businesses -
Sunoco Logistics (SXL, rated 'BBB', Stable Outlook) and Retail
Marketing; the company's currently high liquidity; and
historically conservative credit profile.  Ratings issues for
bondholders include the reduced business diversification and
smaller earnings base at Sunoco following the spin-off of SunCoke
and disposition of refining and chemical assets; and the increased
structural subordination of debt at the parent level to debt at
Sunoco Logistics Partners L.P.

The restructuring of the company has accelerated with the
company's announcement in September that it would sell or idle its
Philadelphia and Marcus Hook, PA refineries no later than July
2012 as it continues to transition from a manufacturing-centered
business model to a distribution-centered business model.
Following the March 1 sale of the 170,000 barrels per day) (bpd)
Toledo refinery to a subsidiary of PBF Holding Company, Sunoco's
total refining capacity stood at just 505,000 bpd, a little over
half of the 910,000 bpd capacity it had a few years ago.

Sunoco's recent financial performance has been reasonable.  As
calculated by Fitch, for the latest 12 months (LTM) ending Sept.
30, 2011, the company generated EBITDA of $912 million, and had
reported debt of $3.52 billion for unadjusted debt-to-EBITDA of
approximately 3.86 times (x) and funds from operations (FFO)
interest coverage of 5.5x.  It is important to note that only
about one-third ($1.13 billion) of the above-listed debt figure is
parent-level debt (Sunoco, Inc), with the remaining subsidiary-
level debt which is consolidated on Sunoco, Inc's balance sheet
but is non-recourse to the parent.  This includes the debt of
Sunoco Logistics ($1.7 billion) and SunCoke ($698 million).

Sunoco's free cash flow for the LTM period ending Sept. 30, 2011
was -$496 million but was significantly affected by unfavorable
working capital movements.  With the company's expected exit from
refining, Fitch anticipates future working capital needs will
contract sharply.

Sunoco's liquidity was very robust at Sept. 30, 2011 and included
approximately $1.66 billion in cash; 90% availability on the
company's $1.2 billion unsecured revolver after letters of credit
(LOCs) of $115 million; and full availability on the company's
$250 million accounts receivable securitization facility.  Key
financial covenants in the revolver include a minimum tangible net
worth (TNW) requirement and a maximum consolidated net-debt-to-
capitalization ratio of 60%.  Pending Sunoco, Inc. maturities are
manageable and include a $250 million 4.875% note due 2014, $250
million of 9.63% notes due 2015, and $400 million of 5.75% notes
due 2017.

Sunoco recently replaced its existing unsecured $1.2 billion
revolver with a one-year, $800 million secured facility.
Borrowings are the minimum of $800 million commitments or the
value of the borrowing base (redetermined monthly).  The security
includes eligible cash and equivalents, inventories of crude and
refined products, certain receivables from inventory sales, plus a
pledged portion of SXL common units.  Revolver covenants include
minimum collateral coverage of 110%, and a minimum liquidity
requirement of $400 million, defined as unrestricted cash plus
remaining facilities' availability.

Catalysts for positive ratings actions include improving credit
metrics accompanied by further diversification in the company's
business profile.  Catalysts for future negative rating actions
include a major leveraging transaction or other increases to the
debt profile.

Fitch affirms the following ratings:

  -- IDR at 'BB+';
  -- Senior unsecured rating at 'BB+';
  -- Senior secured revolver at 'BBB-'.


SUPERMEDIA INC: Repurchase Offer Expires, To Settle Prepayments
---------------------------------------------------------------
As previously announced, on Dec. 7, 2011, SuperMedia Inc.
commenced an offer to make prepayments of term loans at a rate of
43% to 50% of par, under the terms and conditions of the Company's
senior secured credit facility.  The offer expired at 3:00 p.m.,
New York City time, on Tuesday, Dec. 13, 2011.  The Company will
utilize $117,000,000 in cash to repay approximately $235,176,000
of the term loans at a rate of 49.75% of par.  The Company expects
to settle the prepayments on or about Dec. 14, 2011.

                         About Idearc Inc.

Headquartered in D/FW Airport, Texas, Idearc, Inc., now known as
SuperMedia Inc., is the second largest U.S. yellow pages
publisher.  Idearc was spun off from Verizon Communications, Inc.

Idearc and its affiliates filed for Chapter 11 protection (Bankr.
N.D. Tex. Lead Case No. 09-31828) on March 31, 2009.  The Debtors'
financial condition as of Dec. 31, 2008, showed total assets of
$1,815,000,000 and total debts of $9,515,000,000.  Toby L. Gerber,
Esq., at Fulbright & Jaworski, LLP, represented the Debtors in
their restructuring efforts.  The Debtors tapped Moelis & Company
as their investment banker; Kurtzman Carson Consultants LLC as
their claims agent.

William T. Neary, the United States Trustee for Region 6,
appointed six creditors to serve on the official committee of
unsecured creditors.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel.

Idearc completed its debt restructuring and its plan of
reorganization became effective as of Dec. 31, 2009.  In
connection with its emergence from bankruptcy, Idearc changed its
name to SuperMedia Inc.  Under its reorganization, Idearc reduced
its total debt from more than $9 billion to $2.75 billion of
secured bank debt.

Less than two years since leaving bankruptcy protection,
SuperMedia remains in quandary.  Early in October 2011, Moody's
Investors Service slashed its corporate family rating for
SuperMedia to Caa1 from B3 prior.  The downgrade reflects Moody's
belief that revenues will continue to decline at a double digit
rate for the foreseeable future, leading to a steady decline in
free cash flow.  SuperMedia's sales were down 17% for the second
quarter of 2011 in a generally improving advertising sector.
Moody's ratings outlook for SuperMedia remains negative.

While SuperMedia is attempting to transition the business away
from its reliance on print advertising through development of
online and mobile directory service applications, Moody's is
increasingly concerned that the company will not be able to make
this change quickly enough to stabilize the revenue base over the
intermediate term. Further, the high fixed cost nature of
SuperMedia's business could lead to steep margin compression,
notwithstanding continued aggressive cost management.


TECH DATA: Fitch Affirms 'BB+' Issuer Default Rating
----------------------------------------------------
Fitch Ratings has affirmed and simultaneously withdrawn the
following ratings for Tech Data Corporation (Tech Data):

  -- Issuer Default Rating (IDR) at 'BB+';
  -- $500 million senior unsecured credit facility at 'BB+';
  -- $350 million 2.75% senior unsecured convertible debentures at
     'BB+'.

Tech Data plans to redeem its $350 million senior secured
convertible debentures in December 2011.

Fitch has withdrawn the aforementioned ratings for business
reasons.  The ratings are no longer relevant to the agency's
coverage.


TECHNEST HOLDINGS: Signs a One-Year Lease Pact with PS Business
---------------------------------------------------------------
Technest Holdings, Inc., and Technest, Inc., on Dec. 7, 2011,
entered into a one-year lease agreement with PS Business Parks,
L.P., to lease 1,957 square feet in Gaithersburg, Maryland
beginning on Jan. 1, 2012.  The monthly lease payments for this
lease total $2,000.  Technest will be moving its offices in
Bethesda, Maryland to this new facility.  A full-text copy of the
Lease Agreement is available for free at http://is.gd/gRHbvS

                     About Technest Holdings

Bethesda, Md.-based Technest Holdings, Inc., has two primary
businesses: AccelPath, which is in the business of enabling
pathology diagnostics and Technest, which is in the business of
the design, research and development, integration, sales and
support of three-dimensional imaging devices and systems.

Wolf & Company, P.C., in Boston, Massachusetts, expressed
substantial doubt about Technest Holdings' ability to continue as
a going concern.  The independent auditors noted that the Company
has suffered recurring losses from operations, has negative cash
flows from operations, a stockholders' deficit and a working
capital deficit.

The Company reported a net loss of $2.9 million on $449,937 of
revenues for the fiscal year ended June 30, 2011, compared with a
net loss of $325,235 on $0 revenue for the fiscal year ended
June 30, 2010.

The Company's balance sheet showed $5.51 million in total assets,
$6.21 million in total liabilities and a $700,374 total
stockholders' deficit.


TENNESSEE ENERGY: S&P Puts 'B' Bond Rating on Watch Positive
------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' senior secured
debt ratings on Tennessee Energy Acquisition Corp.'s (TEAC) $2
billion gas project revenue bonds series 2006A on CreditWatch with
positive implications.

The ratings on TEAC's 2006A senior secured gas supply revenue
bonds are now linked to the rating on GSG, which is the guarantor
of both the prepaid gas purchase agreement and the receivables
purchase agreement. The ratings are also linked to the ratings of
Citigroup Inc. as the guarantor of Citigroup Financial Products
Inc., the provider of the debt service fund. Bond ratings also
depend on the ratings of Royal Bank of Canada (RBC) which
guarantees the obligations of Royal Bank of Canada Europe Ltd.
(RBCEL), the fixed-price commodity swap counterparty.

Subject to bondholder approval, TEAC will enter into a receivables
purchase agreement with J. Aron. According to the agreement TEAC
can sell outstanding receivables to J. Aron. The maximum amount of
receivables that J. Aron must purchase matches the amounts in the
debt service fund?-senior subaccount (approximately $65 million).
Currently, the debt service reserve accounts are held at MBIA Inc.
(B-/Negative/--) and DEPFA Bank PLC (BBB/Stable/A-2). Further, J.
Aron is also obligated to purchase receivables of up to $7.6
million in lieu of nonpayments from the debt service reserve-?
reserve subaccount, also currently held by DEPFA. Note, this
amount is lower than the current funds in the reserve subaccount,
which is currently sized at $10.25 million.

"The CreditWatch Positive placement reflects the likelihood that
the amendments will be put in place," said Standard & Poor's
credit analyst Manish Consul. "Upon execution of the amendments,
the ratings on TEAC's 2006A bonds will change to reflect the
ratings and outlooks on GSG and Citigroup Inc. as the guarantors
of the repurchase agreement and the debt service fund."

"We could revise the ratings to the extent that we revise the
ratings on both these counterparties, or we lower the rating on
one of the other counterparties in the transaction and it becomes
the primary ratings constraint on the transaction," S&P said.


THERMOENERGY CORP: Stockholders Elect 5 Directors to Board
----------------------------------------------------------
The holders of ThermoEnergy Corporation's Series B Convertible
Preferred Stock, acting by written consent pursuant to Section 228
of the Delaware General Corporation Law, elected David Anthony,
Winder Hughes III, and Shawn R. Hughes as directors to serve until
the Company's 2012 Annual Meeting and until their successors are
duly elected and qualified.  On Dec. 13, 2011, at the Special
Meeting in lieu of the Company's 2011 Annual Meeting, the holders
of the Company's Common Stock and the Company's Series A
Convertible Preferred Stock elected Cary G. Bullock and Arthur S.
Reynolds as directors to serve until our 2012 Annual Meeting and
until their successors are duly elected and qualified.  The
Company's Certificate of Incorporation, as amended, provides that
the Company's Board of Directors will be composed of seven
members, four of whom are elected by the holders of the Company's
Series B Convertible Preferred Stock and three of whom are elected
by the holders of the Company's Common Stock and out Series A
Convertible Preferred Stock, voting together as a single class.
The Nominating Committee of the Board of Directors determined to
hold the remaining seats vacant, pending recruitment of qualified
candidates.  All of the Company's newly-elected directors were
incumbent members of the Company's Board of Directors.

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

                        http://is.gd/SiB7vp

                  About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

As reported by the TCR on April 7, 2011, Kemp & Company, a
Professional Association, in Little Rock, Arkansas, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred net losses since inception and will require
substantial capital to continue commercialization of the
Company's technologies and to fund the Companies liabilities.

The Company reported a net loss of $9.85 million on $2.87 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $12.98 million on $4.01 million of revenue during the
prior year.

The Company also reported a net loss of $11.87 million on $3.57
million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $8.49 million on $2.05 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $4.27
million in total assets, $11.09 million in total liabilities and a
$6.81 million total stockholders' deficiency.


THORNBURG MORTGAGE: Trustee Renews $1.9B Attack on Big Banks
------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the trustee of
defunct mortgage lender Thornburg Mortgage Inc. is renewing his
attack against some of the biggest players on Wall Street's
mortgage-finance assembly line---including affiliates of J.P.
Morgan Chase & Co., Citigroup Inc. and Credit Suisse Group AG---
accusing them of scheming to strip Thornburg's assets until it
collapsed into bankruptcy.

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11
bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009.
Thornburg changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, served as counsel to
Thornburg Mortgage.  Orrick, Herrington & Sutcliffe LLP served as
special counsel.  Jim Murray, and David Hilty, at Houlihan Lokey
Howard & Zukin Capital, Inc., served as investment banker and
financial advisor.  Protiviti Inc. served as financial advisory
services.  KPMG LLP served as the tax consultant.  Epiq Systems,
Inc., serves claims and noticing agent.  Thornburg disclosed total
assets of $24.4 billion and total debts of $24.7 billion, as of
Jan. 31, 2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.  He is represented by Shapiro Sher Guinot &
Sandler.


THUNDERVISION LLC: La. App. Ct. Clears Wright From Guaranty Suit
----------------------------------------------------------------
The Court of Appeals of Louisiana, Fifth Circuit, affirmed in
part, and reversed in part a summary judgment ruling against Roger
Smith, Dale Higgins and Wright Avenue Associates, L.L.C., and in
favor of DROR International, Inc. and NMI Enterprises, Inc.

DOR, a printing company, and NMI filed a suit on an open account
on July 6, 2007 against Thundervision, L.L.C., individually and
d/b/a Home & Gardens of Louisiana Magazine d/b/a Louisiana Home &
Gardens d/b/a Louisiana Health Magazine; Roger Smith; and Dale
Higgins for the non-payment of six invoices totaling $174,778.
The Plaintiffs subsequently amended their petition to add Wright
Avenue Associates as a defendant claiming it was the employer of
Mr. Higgins.  DROR alleged the six invoices resulted from printing
services it provided pursuant to three separate agreements.

DROR asserted it entered the first printing agreement on Feb. 5,
2004, with Louisiana Home & Gardens and Smith for the printing and
delivery of the magazine, Home & Gardens of Louisiana, on a
monthly basis from March 2004 through March 2007.  It alleged it
entered into a second printing agreement with Thundervision in
August 2006 for the printing of a second magazine, Louisiana
Health, from August 2006 through September 2009.  DROR asserted
Messrs. Smith and Higgins signed this agreement as guarantors.  It
further alleged it entered a third printing agreement on Oct. 20,
2006, with Mr. Smith for the printing of 500,000 subscription
reply cards to be inserted in the monthly publication.  DROR
maintained the defendants breached these contracts by failing to
pay the submitted invoices for services provided under the
contracts.

All three defendants answered the lawsuit, and Thundervision filed
a reconventional demand alleging the plaintiffs breached the
contracts by printing the magazine on substandard paper.  Messrs.
Smith and Higgins and Wright also filed a motion for partial
summary judgment claiming there was no contractual obligation to
guarantee.

Thundervision filed for Chapter 11 bankruptcy (Bankr. E.D. La.
Case No. 09-_____) on April 21, 2009.  On June 1, 2009,
Thundervision filed a notice of removal in the 24th Judicial
District Court giving notice that the pending state court
proceeding was removed to federal court under 28 U.S.C. Sections
1452 and 1334 and Rule 9027 of the Federal Rules of Bankruptcy
Procedure, and formed a core proceeding in the bankruptcy case,
bearing case number 09-11145.  Subsequently, on July 15, 2009, the
Eastern District referred a portion of the state case involving
claims against Thundervision to the Bankruptcy Court, but remanded
those claims against Messrs. Smith and Higgins and Wright to the
24th Judicial District Court.

In September 2009, the Bankruptcy Court issued a preliminary
injunction enjoining plaintiffs from pursuing their claims against
Smith and Higgins in state court.  The injunction was dissolved in
June 2010 after the Bankruptcy Court rendered two judgments in
favor of plaintiffs and against Thundervision.

Specifically, on Sept. 29, 2009, the Bankruptcy Court partially
granted plaintiffs' motion for summary judgment as to five of the
six invoices in the amount of $143,728.  Thereafter, trial was
held on the sixth invoice.

On June 1, 2010, the Bankruptcy Court awarded plaintiffs $37,683
on the sixth invoice.  The Bankruptcy Court also awarded
Thundervision $18,900 for computer fraud under 18 U.S.C. 1030, et
seq., and La. C.C. art. 2315,  which was to offset the amount owed
by Thundervision to the plaintiffs.

On Sept. 21, 2010, DROR filed an exception of res judicata and a
third motion for summary judgment in the state court proceeding
seeking a judgment against Messrs. Smith and Higgins and Wright as
guarantors of the printing contracts deemed valid by the
Bankruptcy Court.  After a hearing, the trial court denied the
exception of res judicata but granted the motion for summary
judgment and awarded DROR the full amount of the bankruptcy
judgments against Messrs. Smith and Higgins and Wright as
guarantors.  The Defendants appeal the trial court's granting of
summary judgment finding them liable as guarantors for
Thundervision's debts.

In its Dec. 13, 2011 decision, the Louisiana appeals court held
that summary judgment was properly rendered against Messrs. Smith
and Higgins as guarantors of the Thundervision debts as itemized
in the six outstanding invoices.  Accordingly, the appeals court
affirmed that portion of the trial court's judgment rendering
judgment in favor of DROR and NMI against Mr. Smith for $94,048
and against Messrs. Smith and Higgins for $87,363.  The appeals
court, however, reversed that portion of the judgment rendered
against Wright, saying there was no evidence it was a guarantor in
the case.

The case is DROR INTERNATIONAL, L.P. AND NMI ENTERPRISES, INC. v.
THUNDERVISION, L.L.C., INDIVIDUALLY AND D/B/A HOMES & GARDENS OF
LOUISIANA MAGAZINE D/B/A LOUISIANA HEALTH MAGAZINE D/B/A LOUISIANA
HOMES & GARDENS, ROGER W. SMITH AND DALE C. HIGGINS, JR., No. 11-
CA-215 (La. App. Ct.).

Judge Marc E. Johnson penned the decision, a copy of which is
available at http://is.gd/a0bEwUfrom Leagle.com.  The appellate
panel consisted of Judges Clarence E. McManus, Walter J.
Rothschild, and Marc E. Johnson.


TOP OF THE KRESS: DaBoyz Rent Payment Credited to AEA Federal
-------------------------------------------------------------
Joyce Lobeck at Yuma Sun reports that all rent payments made by
DaBoyz Italian Cuisine have been credited to AEA Federal Credit
Union as part of the Top of the Kress bankruptcy, but it took a
court order.  The Yuma Sun report points to a court order filed
April 7 in U.S. Bankruptcy Court in Arizona, in which Judge James
Marlar ordered that "AEA has an allowed administrative-expense
priority claim for all rent that the debtor has received for the
property post-petition."

According to the report, the judge also ordered that Desert Best
Enterprises LLC, "shall provide AEA Federal Credit with an
accounting of all rent received since the debtor's bankruptcy
petition for the property at 284 S. Main St., Yuma, Arizona,
within 14 days following the entry of this order."

The report says Judge Marlar's order was issued pursuit to AEA's
motion to prohibit the Debtor's use of cash collateral and for an
accounting of the rent paid from the summer of 2010, when Desert
Best Enterprises filed Chapter 11, until March of this year.

The report notes that Desert Best Enterprises was formed by Frank
Ruiz to purchase and renovate the historic Kress building and
operate Top of the Kress, a nightclub on the upper floors.  DaBoyz
rents the ground floor.  AEA was the lender for an estimated
$10 million in loans for the property.

The rent paid by DaBoyz is part of the collateral held by AEA, and
under the bankruptcy code can't be used by the debtor without
permission, the report notes.

Desert Best Enterprises filed for bankruptcy on July 1, 2010.  In
late November, Judge Marlar issued an order dismissing the
bankruptcy petition for lack of a viable plan of reorganization.
With the property no longer under bankruptcy protection, AEA is
moving forward to take possession of the Kress and begin seeking a
buyer, the report says.


TX BLACKHORSE: Court Confirms First Amended Plan
------------------------------------------------
U.S. Bankruptcy Judge Leticia Z. Paul has confirmed TX Blackhorse
L.P.'s First Amended Plan as Modified, filed on Oct. 24, 2011.

As reported in the TCR on Oct. 13, 2011, the U.S. Bankruptcy Court
for the Southern District of Texas, Galveston Division, approved
the disclosure statement explaining TX Blackhorse, L.P.'s first
amended plan of reorganization.

As reported in the TCR on Sept. 16, 2011, the Debtor, in the First
Amended Plan filed Aug. 19, maintained that its creditors would
receive at least what they would receive in a Chapter 7
liquidation.  Under a Chapter 7 liquidation, the lien claimants
would receive the property in which they have a lien or its value
or a trustee would sell the property, usually by auction.  The
Debtor estimates that the real property would lose 40-50% of its
value in a Chapter 7 proceeding.  The remaining creditors would
receive nothing, the Debtor said.

Tempe, Arizona-based TX Blackhorse L.L.P., a limited partnership,
is the owner of an undeveloped tract of land consisting of
approximately 630 acres in Texas City, Galveston County, Texas.
The Debtor's general partner is CW LT Management, L.L.C., of
Tempe, Arizona, which owns 1% of the Debtor.  John Cork, also of
Tempe, Arizona, the manager of the general partner, owns 88% of
the Debtor as limited partner.  Emilie Cork and Nathan Cork own 5%
limited partner interests respectively.

The Debtor filed for Chapter 11 bankruptcy protection on Dec. 29,
2010 (Bankr. S.D. Tex. Case No. 10-80760).  Thomas Baker Greene,
III, Esq., at the Law Office of Thomas B. Greene III, in Houston,
serves as the Debtor's bankruptcy counsel.  In its schedules, the
Debtor disclosed $19,100,280 in assets and $13,262,621 in
liabilities as of the petition date.


UNIGENE LABORATORIES: Plans to Submit NDA to FDA for OSTORA
-----------------------------------------------------------
Tarsa Therapeutics, a venture backed company of which Unigene
Laboratories, Inc., is a 20 percent owner following liquidating
preferences, announced that it is planning to submit a New Drug
Application to the Food and Drug Administration in the second half
of 2012 for OSTORA, Tarsa's oral recombinant salmon calcitonin
tablet for the treatment of postmenopausal osteoporosis.  This
announcement follows Tarsa's formal pre-NDA dialogue with the FDA
regarding the results from Tarsa's Phase III ORACAL trial and the
requirements for regulatory approval, including agreement on key
elements of the submission.  The study design and specific
endpoints had previously been agreed upon by Tarsa in a Special
Protocol Assessment with the FDA.

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Grant Thornton LLP, in New York, expressed substantial doubt about
Unigene Laboratories' ability to continue as a going concern
following the Company's 2009 results.  The firm noted that the
Company has incurred a net loss of $13,400,000 during the year
ended Dec. 31, 2009 and has an accumulated deficit of
approximately $143,000,000 as of Dec. 31, 2009.  As of that
date, the Company's current liabilities exceeded its current
assets by $1,251,000 and its total liabilities exceeded total
assets by $30,442,000.

The Company reported a net loss of $27.86 million on $11.34
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $13.37 million on $12.79 million of revenue during
the prior year.

The Company also reported a net loss of $22.37 million on $8.02
million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $23.97 million on $8.41 million of
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $17.49
million in total assets, $78.87 million in total liabilities and a
$61.37 million total stockholders' deficit.


VERTIS INC: Moody's Changes Outlook to Neg.; 'B3' CFR Unchanged
---------------------------------------------------------------
Moody's Investors Service changed the outlook on Vertis, Inc. to
negative from stable. The Corporate Family Rating (CFR),
Probability of Default Rating (PDR) and Secured Term Loan facility
all remain unchanged at B3. The current SGL-3 rating has been
withdrawn as it is a privately held company. The change in outlook
to negative reflects weak operating performance through the first
three quarters of 2011, high leverage, and a limited level of
compliance cushion with financial covenants.

These summarizes Moody's ratings and the rating actions for
Vertis:

   Issuer: Vertis, Inc.

   -- Outlook: Negative from Stable

   -- SGL-3 rating withdrawn

   Unchanged:

   -- Corporate Family Rating B3

   -- Probability of Default Rating B3

   -- Secured Term Loan to B3 LGD4 -52% from B3 LGD 4-55%

RATINGS RATIONALE

Vertis' B3 CFR reflects the company's high leverage levels of over
5x (including Moody's standard adjustments for leases and pension
obligations), the continuing decline in demand for advertising
inserts, as well as long-term price and volume pressure on the
print-based advertising and direct marketing products and services
that comprise the majority of the company's revenue base. The
rating also reflects higher variable costs than anticipated, a
limited cushion of compliance on its covenants, high interest
rates, and a weak liquidity profile. The company receives support
for the rating from the expectation that some costs savings would
be achieved in 2012 that would help to modestly reduce leverage in
the near term. The secular pressures in the print industry will
likely lead to higher leverage levels in 2013 absent deleveraging
asset sales or transactions which could be a source of support for
the rating if consummated at attractive multiples. While Vertis
benefits from its broad geographic reach and customer
relationships in the industry, they are more than offset by the
secular challenges the industry faces and by competition from
larger, higher rated competitors.

The negative outlook reflects Vertis' weak operating performance
since it emerged from bankruptcy in December 2010. Through the
first three quarters of 2011 Value Added Revenue and EBITDA
declined 6% and 32% respectively. Value Added Revenue declines
were driven by negative secular trends in the print industry,
overcapacity in the industry which leads to intense price
competition, and higher paper prices. While paper prices are
usually passed through to the end customer, customers have reduced
the page count in response which lowers revenue and margins for
Vertis. Margins have also compressed as variable costs have
increased compared to the prior year period driven mainly by
higher freight costs, challenges reducing costs as quickly as
planned, as well as the impact of lower page counts and volume.

Leverage remains high at over 5x (as calculated by Moody's which
includes adjustments for lease expenses and pension obligations).
Moody's expects leverage to decrease slightly in 2012 as some of
the anticipated cost savings are eventually realized and asset
sales could also lead to further debt repayments. However, the
negative trends in the industry will lead to higher leverage
levels in 2013 in Moody's opinion, as it will be difficult to
continue cutting expenses in line with revenue declines which
Moody's expects to be in the 4% to 6% range annually.

The term loan facility is subject to a Maximum Total Debt Leverage
and Fixed Charge Coverage Ratio and the margin of compliance is
low at only about 5% as of Q3 2011. The Maximum Total Debt test
starts to step down modestly each quarter in 2012 and Moody's
believes that it may be difficult for the company to stay in
compliance or at least maintain a reasonable cushion. The limited
room in the compliance tests may limit the company's ability to
drawn on its ABL revolver as well. However, asset sales at
attractive multiples could help the company to maintain covenant
compliance if the proceeds are used to repay debt. As interest
rates are currently 11.75% and the loan is quoted well below par,
Vertis would be unable to obtain an amendment that would allow for
a mark-to-market spread increase if they should violate a
covenant. Lenders may be reluctant to put any additional strain on
the company however, and therefore grant them more time to improve
results given that the term loan does not mature until 2015 and
there is no subordinated debt to absorb losses, in Moody's
opinion.

Moody's expects liquidity to be weak going forward given the
modest interest coverage after capex expenses and low cash
balance. The company does have access to an ABL revolver that
matures in 2014, but any drawings would increase the debt balance
and reduce the covenant cushion for the term loan facility. The
company has benefited from improvements in working capital, but
Moody's believes the bulk of the improvements are due to the
timing of payments in certain business lines.

An upgrade is unlikely in the near term given the secular and
cyclical pressures on the business, barring a deleveraging asset
sale or transaction and a stabilization of operating performance.

A downgrade is likely if leverage fails to decline below 4.75x
(including Moody's standard adjustments) on a sustainable basis in
2012 through a combination of asset sales and improved
performance. A violation of a maintenance covenant that results in
more costly terms or an inability to generate sufficient funds to
meet near term obligations could also lead to a downgrade.

Vertis' 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 Vertis' core industry and
believes Vertis' 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.

Vertis Inc., headquartered in Baltimore, MD, provides advertising,
direct marketing and interactive products and services to clients
across North America. Vertis merged with ACG in October 2008 upon
the emergence of both companies from a July 2008 pre-packaged
bankruptcy filings. Given continued declines in revenue since the
end of 2008, particularly for advertising inserts, the company has
been challenged to reduce debt balances. On November 2, 2010,
Vertis announced a proposed restructuring with a pre-packaged
Chapter 11 backstop and emerged from Chapter 11 on December 20,
2010. Through the 12 months ended September 2011, revenue was
approximately $1,212 million.


VESPUCIO NORTE: Moody's Affirms 'Ba1' Rating; Outlook Negative
--------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 rating on Sociedad
Concesionaria Vespucio Norte Express, S.A. The outlook on the
rating remains negative.

RATINGS RATIONALE

The affirmation of the Ba1 rating is based on signs of recovery of
the issuer's traffic and revenue, after a period of extreme stress
brought on by the global financial crisis and the 2010 earthquake.
These events compounded the already existing lower than projected
ramp up traffic and revenue that was needed to provide comfortable
debt service coverage. The project's assets have been fully
operational for a year now, post earthquake, and the number of
vehicles on the road is likely to demonstrate an increase of about
8%-10% from the previous year, when the traffic for 2010 is
normalized to account for inactivity due to earthquake related
damage.

The maintenance of a negative outlook stems from the uncertainties
at this time surrounding the expectations of growth of traffic and
revenue on Vespucio Norte over the short and medium term, which
will impact the future trajectory of normal and sustainable
traffic flow and financial flexibility of this toll road.

The debt service coverage ratio (DSCR) has been in the range
expected, which was under 1.0x for the years 2009 and 2010, and in
the range of 1.0x in 2011. The issuer has been able to meet debt
service payments with cash on hand, avoiding use of the debt
service reserve account (DSRA). Liquidity in this project is
stronger than average and the concessionaire has sufficient
reserves or cash on hand to cover over two years of debt service
payments. Given the road's supportive fundamentals based on its
location as one of the major urban free-flow toll roads in
Santiago, Moody's expects that the project will begin to generate
increasing and stable traffic going forward, the level of growth
however will be better determined after the results of the updated
traffic study are released in 2012.

Mid-year 2011 figures indicate that end of year traffic could be
up between 15%-20% from the same period last year. When normalized
to account for the activity lost due to the earthquake, the
concessionaire estimates it would be an increase (at mid-year) of
8%. Despite the increase compared to the previous period, the
traffic figures are approximately 5% off the amount budgeted for
the year. For 2012, lower than projected national GDP growth would
likely limit traffic growth. Even with some limitations on the
traffic growth rate, the DSCR is expected to be over 1.0x.

The ownership of the concessionaire is currently undergoing
changes, as Brookfield Infrastructure Group (Brookfield) is
purchasing of 46.5% of the shares in Autopista Vespucio Norte (AVN
or the Project) from ACS Servicios y Concesiones (ACS). The
transaction also contemplates Brookfield's acquisition of the 8.1%
ownership stake in AVN of COFIDES. After the transfer is complete,
the owners of the Project will be (i) Brookfield Infrastructure
Group with 54.55% ownership through its wholly owned subsidiary
Taurus Holdings Chile S.A.; (2) M.M Warburg & Co. with 16.23%
ownership through a 59% stake in Inversiones de Infraestructura
S.A. (Chile); and (iii) Hochtief with a 29.45% stake in AVN
through its 41% ownership in Inversiones de Infraestructura S.A.
(Chile) and 100% ownership of Hochtief PPP Solutions Ltda.
(Chile). In Moody's opinion, the transfer of shares to Brookfield
Infrastructure Group does not, in and of itself, materially alter
the currently underlying rating of Ba1 for the toll road project.

For more information please refer to the most recently published
credit opinion.

The principal methodology used in this rating was Operational Toll
Roads published in December 2006.


VINASHIN: Elliott Advisers Sues Firm in U.K. Over Default
---------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that U.S. hedge fund
Elliott Advisers LP is suing Vietnamese state-run shipbuilder
Vinashin in the U.K. High Court, according to a filing seen by The
Wall Street Journal.


VM ASC: Court to Consider Request to File Amended Plan Outline
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
will convene a hearing on Dec. 22, 2011, at 10:00 a.m., to
consider VM ASC, LLC, et al.'s motion extend the time to file an
amended Disclosure Statement explaining the proposed Chapter 11
Plan.  Objections, if any, are due Dec. 15.

The plan proponent Gregory S. Morris needed additional time to
resolve objections to the Plan and Disclosure Statement filed on
Sept. 12, 2011.

                     About VM ASC Partnership

Altoona, Pennsylvania-based VM ASC, Partnership, owns commercial
real property located at 1650 N. Atherton Street in State College,
Pennsylvania.  The real property has an approximate fair market
value of $11,000,000.  VM ASC leases portions of its real estate
to Best Buy and Staples.

The Company filed for Chapter 11 bankruptcy protection on Nov. 12,
2010 (Bankr. W.D. Pa. Case No. 10-71330).  Robert O. Lampl, Esq.,
who has an office in Pittsburgh, Pennsylvania, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.

Affiliates 200 East Plank Road, L.P. (Bankr. W.D. Pa. 10-70679),
et al., filed separate Chapter 11 petitions.


VULCAN MATERIALS: S&P Puts 'BB' Corporate on Watch Positive
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Vulcan
Materials Co., including its 'BB' corporate credit rating, on
CreditWatch with positive implications.

"The CreditWatch listing follows Martin Marietta's announcement
that it had launched an exchange offer to acquire Vulcan Materials
Co. for approximately $4.7 billion in stock," said Standard &
Poor's credit analyst Thomas Nadramia. Under the terms of the
proposed exchange offer, existing Vulcan shareholders would
receive 0.5 shares of Martin Marietta stock for each share of
Vulcan.

"The positive CreditWatch listing for Vulcan Materials reflects
what we view as the proposed combined company's generally enhanced
business risk profile and the overall deleveraging effect of the
proposed acquisition would have for Vulcan," Mr. Nadramia added.
If the transaction were to proceed and be completed as proposed,
with the assumption of approximately $2.8 billion of Vulcan's
outstanding book debt, total pro forma adjusted debt (including
pension obligations, operating leases, etc.) would approximate
$4.7 billion, resulting in total adjusted debt to EBITDA, not
including proposed synergies, of about 6.3x. This compares with
Vulcan's current debt leverage as measured by adjusted debt/EBITDA
as of Sept. 30, 2011 of over 9x.

"Nevertheless, the increased leverage and integration risks, given
the size of the transaction, is somewhat mitigated by our view of
the proposed combined company's generally enhanced business risk
profile, good ability to generate cash flow and potential for
significantly improved EBITDA when markets improve, as well as
meaningful potential synergies," S&P said.

The combined entity would be the largest producer of aggregates in
North America with revenues of nearly $4.0 billion with 278
million tons of product shipped, over 630 facilities, 28 billion
tons of reserves, and approximately 15% market share.

"In resolving the CreditWatch placements, Standard & Poor's will
monitor events relative to the acquisition offer. If a transaction
was to occur, we will meet with management to assess the combined
company's prospective operating performance and merger benefits,
including targeted synergies, with consideration to the proposed
capital structure. In addition, we will also assess Martin
Marietta's financial policy and commitment to an investment-grade
rating post acquisition, its de-leveraging plans and the combined
company's business risk profile, driven by its increased size and
scope in the North American aggregates industry," S&P said.


WASHINGTON LOOP: Ch. 11 Trustee Can Hire REI as Engineers
---------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Louis X. Amato, the Chapter 11 Trustee for Washington
Loop LLC, to retain Rock Enterprises, Inc., as engineering
consultant.

Upon retention, the firm will, among other things:

   a. review the status of all of the Debtor's mining permits;

   b. analyze the Debtor's vested excavation rights; and

   c. obtain a survey from third-party survey.

The Chapter Trustee has agreed to compensate REI in the total
amount of $20,000, plus the costs incurred by REO to engage a
third-party surveyor to provide ground and aerial survey of the
Property.  REI estimates that the survey will cost no more than
$15,000, thus bringing the total cost to the estate for the work
performed by REI and the third-party surveyor to $35,000.

                       About Washington Loop

Punta Gorda, Florida-based Washington Loop, LLC, operates an
aggregate mine in Charlotte County, Florida.  The Company owns two
parcels of real property and improvements -- the Loop Property and
the Mirror Lakes Property -- which, together, comprise roughly 474
adjoining acres in Punta Gorda, Charlotte County.  The Company
filed for Chapter 11 bankruptcy protection on March 31, 2011
(Bankr. M.D. Fla. Case No. 11-06053).  Judge Jeffery P. Hopkins
presides over the case. Steven M. Berman, Esq., and Hugo S.
deBeaubien, Esq., at Shumaker, Loop & Kendrick, LLP, in Tampa,
Fla., represent the Debtor as counsel.  The Debtor disclosed
$45,098,259 in assets and $19,703,694 in liabilities as of the
Chapter 11 filing.

The Debtor was dismissed from a prior Chapter 11 case (Case No.
10-27981) by order of the Court entered on March 17, 2011.  In the
prior Chapter 11 case, the Debtor's Schedule F, as filed under
penalty of perjury, listed some 34 general unsecured creditors
totaling claims of $1,953,354.  All Schedule F debts were listed
as non-contingent, liquidated, and undisputed.

The Debtor now declares that all Schedule F debts are
unliquidated.  These schedules were filed no less than two weeks
after the dismissal of the prior Chapter 11 case, and only six
weeks after the Debtor filed its Schedule F in that case.

Don Walton, the United States Trustee for Region 21, and Charles
A. Robinson Living Trust, creditor and interest holder against
Washington Loop, filed separate requests to convert the Debtor's
2011 Chapter 11 reorganization case to Chapter 7 liquidation.

Washington Loop filed with the Court a Chapter 11 plan and an
explanatory disclosure statement on Aug. 18, 2011.  The Troubled
Company Reporter published a summary of the Plan in its Sept. 6,
2011 edition.  The Plan is a reorganization plan accomplished
through the continuation of the Debtor's primary business: the
mining of the 750-acre property in Punta Gorda, Florida.  The
Debtor seeks to accomplish payment under the Plan primarily from
the proceeds of the sale of mining materials and or the refinance
of the Washington Loop Property.

The Plan proposes to pay secured creditors -- ROBBIE, Mirror Lakes
V, Mike Treworgy and Wells Fargo Equip Finance -- the present
value of their claim at a market interest rate over an 84-month
period through net income generated from the mining operation and
through a sale or refinance of the Washington Loop Property.  The
Effective Date of the proposed Plan is Dec. 15, 2011.  The first
payment due under the plan is Jan. 15, 2012.  Allowed Class 8
General Unsecured Claims will receive 100% of their allowed claim
on or before the 84th month following the Effective Date.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?76c8

On Sept. 19, 2011, the Court appointed of Louis X. Amato as
Chapter 11 trustee, which is represented by Shumaker, Loop &
Kendrick, LLP.


WASHTRONICS OF AMERICA: Zep Inc. Completes Assets Purchase
----------------------------------------------------------
Zep Inc. has completed the purchase of certain assets of Nevada
based Washtronics of America Inc. a pioneer of automatic truck and
fleet wash systems and products, for an undisclosed amount of
cash.  Washtronics, which posted 2010 sales of over $1 million,
had been in bankruptcy proceedings since Sept. 21, 2011. The
acquisition was effective Dec. 7, 2011, and is expected to be
accretive to Zep, Inc. earnings during Fiscal 2012.

Washtronics will become a part of Zep Inc.'s Niagara National
division.  Niagara National is currently a leader in automatic
truck wash systems and products, and with this transaction,
extends its geographic customer access to the west coast.  The
addition of Washtronics brand of custom truck wash, pressure
washers and maintenance chemicals also expands Zep Inc.'s overall
transportation product portfolio that today consists of the Zep,
EnviroEdge, Niagara, and Armor All Professional brands.

"This acquisition is another example of our strategy to expand our
product portfolio and access to market by further strengthening
our position in truck and fleet wash," said John K. Morgan,
Chairman, President and Chief Executive Officer of Zep Inc.

"This addition emphasizes our commitment to the truck and fleet
wash segment and our desire to provide our customers with
expanded, innovative product offerings," said Ron Kirschner, Vice
President and General Manager of Niagara National.  "The
combination of Washtronics and the Niagara National product line
will further enhance Zep's leadership position in the truck and
fleet wash marketplace."

                         About Zep Inc.

Zep Inc., -- http://www.zepinc.com/-- with fiscal 2011 net sales
of over $646 million, is a leading producer and marketer of a wide
range of cleaning and maintenance solutions for commercial,
industrial, institutional, and consumer end-markets.

                  About Washtronics of America

Washtronics of America, filed a Chapter 11 petition (Bankr. D.
Nev. Case No. 11-24915) on Sept. 21, 2011 in Las Vegas, Nevada,
Matthew C. Zirzow, Esq., at Gordon & Silver, Ltd., serves as
counsel to the Debtor.  The Debtor estimated up to $10,000,000 in
assets and up to $50,000,000 in liabilities.

The petition was signed by Richard Guy Girardin, president.


WAVE SYSTEMS: Amends 5.2 Million Class A Shares Offering
--------------------------------------------------------
Wave Systems Corp. filed with the U.S. Securities and Exchange
Commission amendment no. 1 to the Form S-3 registration statement
relating to the offer by Amiti Ventures I LP, Elron Electronic
Industries Ltd., Walden Israel Ventures III, L.P., et al., to sell
up to 5,267,374 shares of Wave's Class A common stock, par value
$0.01 per share.  The shares of Class A common stock were
initially issued to the selling stockholders on Sept. 22, 2011, in
connection with Wave's acquisition of Safend Ltd., a company
formed under the laws of Israel, or Safend.

The selling stockholders may sell these securities on a continuous
or delayed basis directly, through agents, dealers or underwriters
as designated from time to time, or through a combination of these
methods.

The Company will not receive any proceeds from the sale of these
shares of Class A common stock by the selling stockholders.

Wave's Class A common stock is traded on the Nasdaq Capital Market
under the symbol "WAVX."  The last reported sale price of the
Company's Class A common stock on the Nasdaq Capital Market on
Dec. 12, 2011 was $2.22 per share.

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

                        http://is.gd/pMtrRZ

                         About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

The Company reported a net loss of $4.12 million on $26.05 million
of total net revenues for the year ended Dec. 31, 2010, compared
with a net loss of $3.34 million on $18.88 million of total net
revenues during the prior year.

The Company also reported a net loss of $5.93 million on $25.10
million of total net revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $2.91 million on $19.01 million
of total net revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $27.53
million in total assets, $13.23 million in total liabilities and
$14.30 million in total stockholders' equity.

Due to the early stage nature of its market category, Wave is
unable to predict with a high enough level of certainty whether
enough revenue will be generated to fund its cash flow
requirements for the twelve-months ending Sept. 30, 2012.  Given
the uncertainty with respect to Wave's revenue forecast for the
twelve-months ending Sept. 30, 2012, Wave may be required to raise
additional capital through either equity or debt financing in
order to adequately fund its capital requirements for the twelve-
months ending Sept. 30, 2012.  As of Sept. 30, 2011, the Company
had approximately $6.9 million of cash on hand and positive
working capital of approximately $1.3 million.  Considering the
Company's current cash balance and Wave's projected operating cash
requirements, the Company projects that it will have enough liquid
assets to continue operating through Sept. 30, 2012.  However, due
to the Company's current cash position, its capital needs over the
next twelve months and beyond, the fact that it may require
additional financing and uncertainty as to whether it will achieve
its sales forecast for its products and services, substantial
doubt exists with respect to its ability to continue as a going
concern.

Wave's independent registered public accounting firm has issued a
report dated March 16, 2010, that includes an explanatory
paragraph referring to its significant operating losses and
substantial doubt about its ability to continue as a going
concern.


WEB.COM GROUP: S&P Assigns 'B' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Jacksonville, Fla.-based Web.com Group Inc. The
rating outlook is stable.

"At the same time, we assigned the company's $600 million first-
lien term loan and $50 million revolver an issue-level rating of
'B' (at the same level as the 'B' corporate credit rating), with a
recovery rating of '3', indicating our expectation of meaningful
(50% to 70%) recovery for lenders in the event of a payment
default. We assigned the company's $150 million second-lien term
loan an issue-level rating of 'CCC+' (two notches lower than the
corporate credit rating), with a recovery rating of '6',
indicating our expectation of negligible (0% to 10%) recovery for
lenders in the event of a payment default," S&P said.

"On Dec. 12, 2011, the company announced that it paid down $30
million of the second-lien debt; this does not affect our
ratings," S&P said.

"The rating and outlook reflect our expectation that Web.com will
generate positive discretionary cash flow and steadily reduce
debt, absent a leveraging transaction," said Standard & Poor's
credit analyst Chris Valentine. "We expect debt leverage will
decline over time, consistent with our expectation of EBITDA
growth, and that the company will use positive discretionary cash
flow in part to pay down debt."


YONKERS RACING: Moody's Says Gaming Revenue Drops Almost 8%
-----------------------------------------------------------
Moody's Investors Service commented that Yonkers Racing
Corporation's (B1,stable) Empire City Casino located in Yonkers,
New York continues to hold its own despite the October 2011
opening of the first phase of Resorts World Casino at Aqueduct
Racetrack in Queens, New York which is located only about 20 miles
from Empire City.

The principal methodology used in this rating was Global Gaming
Rating Methodology published in December 2009.

Yonkers Racing Corporation owns and operates a gaming and
entertainment facility comprised of Empire City Casino -- a
140,000 square-foot casino featuring 5,390 gaming positions
(including slot machines and electronic table games), and Yonkers
Raceway -- a harness race track featuring pari-mutuel wagering on
live and simulcast horse races. The facility, which is located in
Yonkers, New York, is owned and operated by the Rooney family of
Pittsburgh. Yonkers is a private company and does not disclose
detailed financial information to the public. The company
currently generates annual net revenue of about $215 million.


* Moody's Says Near-Term Refinancing Risks Are Benign
-----------------------------------------------------
The overall refunding need posed by nearly $1.8 trillion of rated
corporate bonds maturing in the three major markets by 2015 does
not appear daunting relative to normal market capacity, according
to a new report from Moody's Investors Service. The report is a
recap of the refinancing reports recently issued in the three
regions.

Eighty percent of the combined maturities of nonfinancial
corporate bonds in the US, EMEA (Europe, Middle East and Africa)
and Asia are investment grade, and Moody's believes those issuers
should be able to access the credit markets as needed for the most
part.

"The possible exception may include some areas of EMEA, such as
issuers located in the "periphery" for which market access has
been deteriorating very recently," said Kevin Cassidy, a Moody's
Vice President and Senior Credit Officer and one of the authors of
the report. "But even in this region, we believe the vast majority
of investment grade issuers should be able to access the capital
markets absent a further material deterioration in the global
environment."

The lowest-rated speculative-grade issuers may have some
difficulties.

"The turmoil in the sovereign-debt arena and intermittent periods
of elevated uncertainty may prove problematic for these companies
across all regions." said Tiina Siilaberg, a Moody's analyst and
co-author. "The US, in particular, has the most issuers rated Caa
or lower," she said.

With roughly $850 billion in bond maturities, EMEA has the largest
amount of debt coming due between 2012 and 2015. The large
refinancing needs could take place at a time when the borrowing
needs of large sovereign issuers intensify. Further deterioration
in the macroeconomic environment could also challenge refinancing
in EMEA's bond markets when reliance on these markets is
increasing.

"The capacity of EMEA's bond markets may become tested to a
greater extent as banks are expected to remain constrained in
providing credit," noted Cassidy. EMEA corporates have an
additional $572 billion of bank debt maturing through 2015.

For more information please see the full report "Global Recap of
Corporate Refunding Risk and Needs: Near-Term Risks In US and Asia
Are Benign, But EMEA Is More Of A Concern "on www.moodys.com. The
report is available on the new Refunding & Maturities topic page,
which presents Moody's global research on debt maturities and
refunding needs for fundamental issuers.


* Fitch Says 2012 Outlook for Five Dairy Companies Is Stable
------------------------------------------------------------
Fitch Ratings' 2012 outlook for the commodity protein, produce and
dairy sectors is stable for 2012.  Structural changes aimed at
increasing operating efficiency and managing through cost
volatility are expected to continue.

The following companies are discussed in this Outlook:

  -- Tyson Foods, Inc. ('BBB-'; Outlook Stable);
  -- Smithfield Foods, Inc. ('B+'; Outlook Positive);
  -- Dole Food Co. ('B+'; Outlook Positive);
  -- Del Monte Corp. ('B'; Outlook Stable);
  -- Dean Foods Co. ('B'; Outlook Stable).

Even though the cost of key inputs, such as corn and fluid raw
milk, for animal feed and dairy products, respectively have
declined, they remain elevated versus historical averages.
Furthermore, Europe's deteriorating macroeconomic conditions and
changing rules around bananas trade and tariffs are also a
concern.

Fitch's outlook for the commodity food industry could be revised
if global economic weakness reduces export demand or if there are
widespread declines in operating cash flow. Changes in financial
strategy that result in an increase in debt-financed acquisitions
or share repurchases would result in negative rating actions.

'We believe certain commodities are continuing the process of
establishing new higher norms', said Carla Norfleet Taylor,
Director, Fitch Ratings.  'Restructuring operations and
maintaining lower debt levels will help low-margin commodity food
firms limit credit risk when there are periodic swings in
operating earnings and cash flow.'

On an individual sector basis, protein segment fundamentals should
remain strong as meat prices will likely be supported by tight
supply.  Fitch expects chicken and beef,total red meat and poultry
production to decline, mainly due to chicken and beef, while
export demand from Asia should remain strong for all products.
Declining egg sets and low cattle herds support expectations of
lower industry production in 2012.

Fresh produce firms receive a significant portion of their revenue
and earnings from Europe, making them most exposed to
macroeconomic challenges in the region.  High bunker fuel prices
and currency fluctuations are also likely to be challenges for
fresh produce companies.

In the dairy segment, processing margins in fluid milk should
stabilize in 2012 due to moderately lower raw milk prices and cost
reductions. However, weak volume trends could limit wholesale
pricing power and reinforce the need to reduce cost and capacity.


* Leveraged Loan Volume Up, But Half Goes to Refinancing
--------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that leveraged loan
issuance in the U.S. was up 62.5% so far this year over the same
2010 period, but more than half of the new loans issued went
towards refinancing, data provided by Standard & Poor's Leveraged
Data and Commentary shows.


* U.S. Corporate Bankruptcy Filings Continue Downward Trend
-----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that corporate
bankruptcy filings in November continued their 2011 slide, falling
9% from October and 27% from November 2010, according to new data
released from Epiq Systems Inc.


* SEC Sights on Manager, Harbinger Capital Partners
---------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that hedge-fund manager
Philip Falcone was threatened with possible civil-fraud charges
from the top U.S. securities regulator, the latest in a series of
setbacks that have buffeted the investor since he rocketed to
stardom in 2007.


* Moody's: Auto Suppliers Stronger Now Than Before Downturn
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Moody's Investors Service
said the North American automotive industry's credit metrics are
stronger now than before the economic downturn, though the pace of
improvement will level off in 2012.


* Garden City Group Promotes Karen Shaer to Sr. Exec. VP
--------------------------------------------------------
David Isaac, chief executive officer of The Garden City Group,
Inc. (GCG), disclosed the promotion of Karen Shaer to senior
executive vice president.

Shaer, who is based in GCG's Lake Success, N.Y., office, joined
GCG in 2001 to launch and lead the business reorganization
division. She took on the additional title and responsibilities of
general counsel in 2003 and was promoted to executive vice
president in 2006.  With this latest promotion, Shaer also retains
her general counsel title and position.

Shaer's accomplishments as an attorney, combined with her class
action and Chapter 11 reorganization management skills, have
contributed to the successful expansion of GCG's services.  Under
her direction, GCG has handled some of the nation's most high-
profile bankruptcies, including General Motors, Borders Group,
Inc., and Federal Mogul.  In addition, Shaer has spearheaded many
of GCG's high profile class action, mass claim and regulatory
administrations, including GCG's work on the $20 billion Gulf
Coast Claims Facility.

"I am proud to recognize Karen with this important and worthy
promotion," said Isaac.  "Her supreme legal expertise and business
acumen has helped successfully guide GCG through many high-profile
matters. Karen is a natural leader and simply an invaluable asset
to GCG."

Prior to joining GCG, Shaer was an advisor to the chief executive
officer/president and the board of directors at American Family
Enterprises, a subsidiary of Time, Inc., in her role as general
counsel.  Before joining American Family Enterprises, she served
with the U.S. Attorney's Office for the Southern District of New
York, where her positions included deputy chief, criminal division
and assistant United States attorney.

"I am proud to have been given this exciting opportunity and look
forward to advancing GCG's development and continuing to expand
our reach throughout the nation in both the class action and
bankruptcy markets," Shaer said.

                             About GCG

The Garden City Group, Inc. is the recognized leader in legal
administration services for class action settlements and other
claims administration, bankruptcy cases and legal noticing
programs, with more than 1,000 employees in offices coast-to-
coast. GCG has been named Best Claims Administrator by the New
York Law Journal for two years in a row. The firm has been engaged
in many high-profile distribution matters, including the General
Motors bankruptcy, the $6.15 billion WorldCom settlement, the
$3.05 billion Visa/MasterMoney Antitrust settlement, the $3.4
billion Native American Trust Settlement and the $20 billion Gulf
Coast Claims Facility.

                           About Crawford

Based in Atlanta, Ga., Crawford & Company --
http://www.crawfordandcompany.com-- is the world's largest
independent provider of claims management solutions to the risk
management and insurance industry as well as self-insured
entities, with an expansive global network serving clients in more
than 70 countries.  The Crawford System of Claims Solutions(SM)
offers comprehensive, integrated claims services, business process
outsourcing and consulting services for major product lines
including property and casualty claims management, workers
compensation claims and medical management, and legal settlement
administration.


* Lieff Cabraser's Kelly Dermody Installed as BASF President
------------------------------------------------------------
Founded in 1872, BASF serves legal professionals and the community
by promoting access to justice and excellence and diversity in the
legal profession, and by providing legal and pro bono services to
disadvantaged and underserved individuals.  A long-time supporter
and volunteer of BASF, Ms. Dermody has served on BASF's Board of
Directors since 2005, and has held the leadership positions of
Secretary, Treasurer, and President-Elect.

"We are extremely proud that our partner Kelly Dermody has been
installed as President to lead one of the nation's premier bar
associations," stated Steven E. Fineman, Lieff Cabraser's Managing
Partner.  "Kelly is deeply committed to the work of BASF and is a
passionate advocate for the rights of employees and consumers,
civil rights, human rights, increased access to legal services,
and initiatives to address hiring, retention, and advancement of
attorneys from historically underrepresented groups.  She will
provide BASF the same outstanding leadership that she provides our
firm as a member of our Executive Committee.?

The Chair of Lieff Cabraser's employment practice group, Ms.
Dermody is litigating many of the most significant and challenging
employment class action lawsuits in our nation today, including
complaints brought by applicants and employees alleging gender
and/or race discrimination by nationally prominent corporations,
overtime pay lawsuits by workers at leading firms, and ERISA
claims on behalf of employees and retirees who have lost
retirement funds due to pension plan abuses.

Ms. Dermody also represents consumers in consumer protection
cases.  California Lawyer magazine awarded her its California
Lawyer of the Year Award for her successful prosecution of several
class action lawsuits against California?s main hospital chains
for charging the uninsured exorbitant and unconscionable prices
for medical care.  Under settlements in these cases, uninsured
patients received over $1 billion in refunds or bill adjustments.

Ms. Dermody has been a leader in organizations devoted to serving
the public interest, improving access to justice, and ensuring
that the rights of historically disenfranchised persons are
protected.  In addition to her service as BASF President,
Ms. Dermody is a Member of the Governing Council of the ABA's
Labor and Employment Law Section and Co-Chair of the Independence
of the Judiciary Committee of the National Association of Women
Judges.  Super Lawyers has recognized Ms. Dermody as one of the
Top 100 Super Lawyers and Top 50 Female Super Lawyers in Northern
California.  Best Lawyers has selected her as one of the Best
Lawyers in San Francisco for three consecutive years.


* BOOK REVIEW: Legal Aspects of Health Care Reimbursement
---------------------------------------------------------
Authors:  Robert J. Buchanan, Ph.D., and James D. Minor, J.D.
Publisher: Beard Books
Softcover: 300 pages
List Price: $34.95
Review by Henry Berry

With Legal Aspects of Health Care Reimbursement, Buchanan, a
professor in the School of Public Health at Texas A&M, and Minor,
an attorney, have come up with an invaluable resource for lawyers
and anyone else seeking an introduction to the legal and social
issues related to Medicare and Medicaid.  The administrative costs
of Medicare and Medicaid reimbursement have been a heated topic of
debate among public officials and administrators of provider
healthcare organizations, especially health maintenance
organizations.  Although inflation and the use of costly medical
technology are key factors in the rise in Medicare and Medicaid
costs, some control can be gained through appropriate compliance,
using more efficient procedures and better detection of fraud.
This work is a major guide on how to go about doing this.
Though mostly a legal treatise, Legal Aspects of Health Care
Reimbursement, first published in 1985, also offers commentary
through legislative and regulatory analyses, thereby explaining
how healthcare reimbursement policies affect the solvency and
effectiveness of the Medicare and Medicaid programs.
In discussing how legislation and regulations affect the solvency
and effectiveness of government-provided healthcare, the authors
offer insight into the much-publicized and much-discussed issue of
runaway healthcare costs.  Buchanan and Minor do not deny that
healthcare costs are out of control and are onerous for the
government and ruinous for many individuals.  But healthcare
reimbursement policies are not the cause of this, the authors
argue.  To make their case, they explain how the laws and
regulations in different areas of the Medicare and Medicaid
programs create processes that are largely invisible to the
public, but make the programs difficult to manage financially. The
processes are not well thought out nor subject to much quality
control, with the result that fraud is chronic and considerable.

The areas of Medicare covered in the book are inpatient hospital
reimbursement, long-term care, hospice care, and end-stage renal
disease.  The areas of Medicaid covered are inpatient hospital and
long-term care plus abortion and family planning services. For
each of these areas, the authors discuss the conditions for
receiving reimbursement, the legislation and regulations regarding
reimbursement, the procedures for being reimbursed, the major
areas of reimbursement (for example, capital-related costs,
dietetic services, rental expenses); and court cases, including
appeals.  Reimbursement practices of selected states are covered.
For each of the major areas of interest, the chapters are
organized in a manner that is similar to that found in reference
books and professional journals for attorneys and accountants.
Laws and regulations are summarized and occasionally quoted with
expert background and commentary supplied by the authors.  With
regard to court cases and rulings pertaining to Medicare and
Medicaid, passages from court papers are quoted, references to
legal records are supplied, and analysis is provided. Though the
text delves into legal issues, it is accessible to administrators
and other lay readers who have an interest in the subject matter.
Clear chapter and subchapter titles, a table of cases following
the text, and a detailed index enable readers to use this work as
a reference.

The value of this book is reflected in the authors' ability to
distill great amounts of data down to one readable text.  It
condenses libraries of government and legal documents into a
single work.  Answers to questions of fundamental importance to
healthcare providers -- those dealing with qualifications,
compliance, reimbursable costs, and appeals -- can be found in one
place. Timely reimbursement depends on proper application of the
rules, which is necessary for a provider's sound financial
standing. But the authors specify other reasons for writing this
book, to wit: "Providers should have a general knowledge of the
law and should not rely on manuals and regulations exclusively."
By summarizing, commenting on, and citing cases relating to
principal provisions of Medicare and Medicaid, the authors
accomplish this objective.

The authors also cover the topic of fraud with respect to both
Medicare and Medicaid, offering both a legal treatment and
commentary.  At the end of each chapter is a section titled
"Outlook," which contains a discussion of government studies,
changes in healthcare policy, or other developments that could
affect reimbursement.  Although this work was published over two
decades ago, much of this discussion is still relevant today.
Finally, the book is a call for change.  The authors remark in
their closing paragraph: "Given the increasing for-profit
orientation of the major segments of the health care industry,
proprietary providers should be particularly responsive to new
efficiency incentives" in reimbursement.  In relation to this,
"policymakers [should] develop reimbursement methods that will
encourage providers to become more efficient."

Robert J. Buchanan is currently a professor in the Department of
Health Policy and Management in the School of Rural Public Health
at the Texas A&M University System Health Sciences Center.  James
D. Minor, a former law professor at the University of Mississippi,
has his own law practice.


                           *********

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
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herein is obtained from sources believed to be reliable, but is
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are $25 each.  For subscription information, contact Christopher
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