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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

           Tuesday, December 27, 2011, Vol. 15, No. 359

                            Headlines

ACORN ELSTON: Inland Real Has Okay to Buy Most Assets for $19MM
AHERN RENTALS: Has Interim OK to Tap $20MM From BofA, Wells Fargo
AMF BOWLING: Taps Moelis to Explore Sale; Moody's Assigns 'Caa3'
ASCEND LEARNING: S&P Affirms 'B' Corporate Credit Rating
BERNARD L MADOFF: Sons Lose Appeal on Trustee's $198-Mil. Suit

BILLMYPARENTS INC: Posts $14.2 Million Net Loss in Fiscal 2011
BLITZ U.S.A.: Gets Final Order to Incur $5MM DIP Loan, Use Cash
BROADWAY FINANCIAL: Posts $7.5MM Q3 Net Loss; Foreclosure Looms
CABI SMA: Wants to Incur $700,000 DIP Loan on Unsecured Basis
CARBON ENERGY: Buyer Wants Case Conversion or Trustee Appointed

CASA DE CAMBIO: Del. Ct. Rules on Capitaliza-T's 2nd Amended Suit
CEL-SCI CORP: BDO Raises Going Concern Doubt Over Recurring Losses
CITY NATIONAL: Posts $1.3 Million Net Loss in 2011 Third Quarter
CLAIRE'S STORES: Bank Debt Trades at 14% Off in Secondary Market
CLEAR CHANNEL: Bank Debt Trades at 26% Off in Secondary Market

COMMUNITY TOWERS: Gets Final Approval to Access CIBC Cash
CONGRESS SAND: Bankruptcy Plan Declared Effective on Nov. 15
C.R. STONE: Executor Replaces Anderson Estate in Lawsuit
COUDERT BROTHERS: District Court to Hear Claims Against Orrick
CRAWFORD & CO: S&P Affirms 'BB-' Counterparty Credit Rating

CRYSTALLEX INT'L: Seeks Creditor Protection in Canada
DADDY'S JUNKY: Founder Works Out Bankruptcy Filing Process
DAVID BARLOW: Real Living Wins $300K Award in Cybersquatting Case
DAVID DARNELL BROWN: Young Buck's Case Converted to Chapter 7
DEE ALLEN RANDALL: Trapper Trails Seeks $280T for Contract Breach

DELTA PETROLEUM: Can Hire Epiq as Claims and Notice Agent
DELTA PETROLEUM: Hires Conway MacKenzie's John Young as CRO
DELTA PETROLEUM: Seeks to Seal Request to Cancel EnCana Contract
DELTA PETROLEUM: Court Limits Equity Trading to Preserve NOLs
DELTA PETROLEUM: Receives Delisting Notice From Nasdaq

DEX MEDIA EAST: Bank Debt Trades at 55% Off in Secondary Market
DOLLAR THRIFTY: S&P Raises Corporate Credit Rating to 'B+'
DONALD KAMELA: OneWest Bank Wins Dismissal of Lawsuit
DUNE ENERGY: S&P Says Exchange Offer Tantamount to Default
EAST PROVIDENCE, RI: S&P Cuts GO Bond Rating to 'BB+'

ENDURANCE INT'L: S&P Rates $400-Mil. Credit Facility at 'B'
ENERGY FUTURE: TXU Bank Debt Trades at 37% Off in Secondary Market
ENERGY FUTURE: TXU Bank Debt Trades at 30% Off in Secondary Market
ENTERGY CORP: Moody's Affirms New Orleans Unit's Ba2 Rating
EQUIPMENT ACQUISITION: Bank Accord Pushes for Suit v. Auditor

FCC HOLDINGS: S&P Lowers Issuer Credit Rating to 'CCC'
FENTON SUB: Cash Collateral Hearing Continued Until Jan. 4
FILENE'S BASEMENT: Equity Panel Answers Disbandment Motion
FILENE'S BASEMENT: Syms Wants Examiner to Probe Directors' Actions
FILENE'S BASEMENT: Dec. 23 Auction Cancelled

FLEETPRIDE CORP: S&P Raises Corporate Credit Rating to 'B+'
GARLOCK SEALING: Court Okays FTI Consulting as Financial Advisor
GENERAL MARITIME: Chairman Acquires 3.8MM GMC Shares From Leveret
GENERAL MARITIME: Court Approves $175MM Oaktree Equity Investment
GREENWICH SENTRY: Judge OKs Madoff Feeder Funds' Chapter 11 Plan

GREYSTONE PHARMA: IRS Withdraws Motion for Case Dismissal
GSI GROUP: S&P Raises Corp. Credit Rating From 'B' After AGCO Deal
GYMBOREE CORP: Bank Debt Trades at 11% Off in Secondary Market
HARRISBURG, PA: City Council Lodges Another Chapter 9 Appeal
HAWKER BEECHCRAFT: Bank Debt Trades at 22% Off

HERTZ GLOBAL: S&P Affirms 'B+' Corporate Credit Rating
HICKOK INC: Delays 10K Filing; Expects $673,000 Net Loss
HMC/CAH CONSOLIDATED: Has Access to Lenders' Cash Until April 6
HORIZON VILLAGE: Plan Confirmation Hearing Begins Jan. 9
INFORMATION NETWORK: Chapter 7 Trustee's Lawyer Wins $38T in Fees

INTERNATIONAL ENERGY: Next Phase Wants Case Converted to Chapter 7
JAY MOSKOWITZ: Summary Judgment Denied in Suit v. Abuhab
JEFFERSON COUNTY, AL: Fights Young's Bid for Share of Settlement
JEFFREY PROSSER: Court Denies Sanctions Bid vs. Firms
JER/JAMESON MEZZ: Colony Wins Dismissal of Mezz II Bankruptcy

JJ DONOVAN: Bid to File Late Sec. 503(b)(9) Claim Tests 1st Cir.
KINETEK HOLDINGS: S&P Raises Corporate Credit Rating to 'B-'
LACK'S STORES: Plan Confirmation Begins February 1
LITTLEFIELD, TX: S&P Revises Outlook on 'B' SPUR on GO Debt
LOS ANGELES DODGERS: District Court Stays Marketing of TV Rights

LOWER BUCKS: Gets Interim Access to Bank of New York's Cash
M&M STONE: Court Orders Dismissal of Chapter 11 Case
MANAGEMENT SOLUTIONS: Utah Court Appoints Receiver
MANISTIQUE PAPERS: Has Until April 13 to Propose Chapter 11 Plan
MANISTIQUE PAPERS: Court Authorizes Auction of Assets

MARMC TRANSPORTATION: Wyo. Court Allows Fremont Aviation Claims
MERCHANTS MORTGAGE: Files for Chapter 11 Protection
MONEY TREE: Sec. 341(a) Creditors' Meeting Set for Feb. 9
MOTORS LIQUIDATION: Old GM Formally Dissolved on December 15
NEGUS-SONS INC: 8th Cir. BAP Affirms Ruling on Omaha Bank Interest

NEWPAGE CORP: Files Schedules of Assets and Liabilities
NOVEMBER 2005: Judge Nakagawa Won't Overturn Auction Results
PETRA FUND: Judge Approves Unit's Chapter 11 Disclosures
PT ARPENI: Hearing on Chapter 15 Petition on Jan. 12
PITTSFIELD RESIDENTIAL: Default Judgment Endorsed to District Ct.

POWER-SAVE CORPORATION: Posts $438,000 Net Loss in 2011 3rd Qtr.
QUIZNOS CORP: Majority of Creditors Accept Restructuring Plan
R&G FINANCIAL: Court Confirms Third Amended Ch. 11 Plan
RIVER WEST PLAZA: 7th Cir. Rejects Schwab Appeal as Moot
ROOFING SUPPLY: S&P Keeps 'B+' Corporate Credit Rating

ROOMSTORE INC: Has 7-Member Unsecured Creditors Committee
RQB RESORT: Cash Use Expires Dec. 31; Extension Hearing Today
SAAB AUTOMOBILE: U.S. Unit Taps Administrator to Run Company
SEAHAWK DRILLING: Court OKs Initial Distribution of 14MM Shares
SIONIX CORPORATION: Kabani & Company Raises Going Concern Doubt

SMITHVILLE CROSSING: Court Rejects Rialto's Bid to Set Aside Order
SONYA PORRETTO: Judge Bohm Converts Case to Chapter 7 Proceeding
SPECTRAWATT INC: Court OKs Lynn Tillotson as Litigation Counsel
SPX CORP: Fitch Affirms 'BB+' IDR After Closing of Clydeunion Deal
STYRON CORP: Bank Debt Trades at 14% Off in Secondary Market

SUPERMEDIA INC: S&P Ups Rating to 'CCC+' From 'Selective Default'
TH PROPERTIES: Plan Confirmation Hearing Set for Jan. 12
TRAILER BRIDGE: Taps RAS Management as Financial Advisors
TRONOX INC: Bankruptcy Court Says Anadarko Can Exclude Evidence
UNIVISION COMMS: Bank Debt Trades at 11% Off in Secondary Market

US EXPRESS: S&P Lowers Corporate Credit Rating to 'B'
WASHINGTON MUTUAL: Seeks OK on American Savings Litigation Deal
WCA WASTE: S&P Puts 'B' Corp. Credit Rating on Watch Developing
WEST PENN ALLEGHENY: Taps Alvarez & Marsal; Fitch Junks Bond Rtng
WESTERLY HOSPITAL: S&P Lowers Rating on $8.6-Mil. Bonds to 'CCC'

WILLIAM LYON: S&P Lowers Issue Ratings to 'D' on Ch. 11 Filing
WORLDCOM INC: Dist. Court Affirms Ruling Against IRS's COBRA Claim

* Large Companies With Insolvent Balance Sheets

* Harbinger's Falcone Rejects SEC Settlement That Calls for Ban



                             *********


ACORN ELSTON: Inland Real Has Okay to Buy Most Assets for $19MM
---------------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the
Southern District of New York approved Acorn Elston LLC's private
sale of substantially all of its assets to Inland Real Estate
Corporation for $19.2 million.

The Court also approved a related settlement agreement among the
Debtor, lender Road Bay Investments LLC and John B. Coleman.

The settlement agreement among the Debtor, the lender, as
successor in interest to Allstate Life Insurance Company, and Mr.
Coleman embodied in a stipulation will allow for the Debtor to
expeditiously maximize the value of its assets, resolve all
litigation and other disputes among the parties related to
the case, provide for payment to the lender of not less than
$17.4 million, which is a compromise of the lender claim in the
amount of not less than $19 million, and provide a means for
payment of administrative and other claims that would otherwise be
unavailable to the estate.

As set forth in the stipulation, the lender has a perfected first
priority security interest in, and lien on, the assets in a amount
not less than $17.5 million and the lender is entitled to the
immediate and indefeasible payment, in cash, by wire transfer of
immediately available funds, of the settlement payment.

Inland Real has demonstrated adequate assurance of future
performance of all assumed contracts within the meaning of
Section 365 of the Bankruptcy Code.

                    About Acorn Elston LLC

New York City-based Acorn Elston LLC owns the Elston Plaza
Shopping Center, a grocery-anchored retail shopping center in
Chicago, Illinois.  The Company filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 10-14807) on Sept. 11, 2010.
Cadwalader, Wickersham & Taft LLP, in New York, was tapped to
represent the Debtor in the Chapter 11 case effective April 19,
2011, after Kasowitz Benson Torres & Friedman withdrew as counsel.
The Debtor also tapped The Reznick Group as its accountant, D.E.
Shaw Real Estate Adviser LLC as its financial advisor, and
Weitzman Group, Inc., as its appraiser.

The Debtor disclosed $21,929,346 in assets and $16,488,389 in
liabilities as of the Chapter 11 filing.

The Court appointed C. Michelle Panovich as receiver with respect
to the Elston Plaza Shopping Center, and its rents, income and
proceeds.


AHERN RENTALS: Has Interim OK to Tap $20MM From BofA, Wells Fargo
-----------------------------------------------------------------
Ahern Rentals, Inc., on Friday won interim authority from the
Bankruptcy Court in Nevada to borrow $20 million under an asset-
based revolving credit facility to be provided by lending
institutions including Bank of America, N.A., as administrative
agent for itself and the DIP Lenders and as a "Decision Agent";
Wells Fargo Bank, N.A., as collateral agent for the DIP Lenders
and as a "Decision Agent"; and Merrill Lynch, Pierce Fenner &
Smith Incorporated as lead arranger.

The DIP Lenders have agreed to provide up to $350 million
including a $10 million sub-limit for letters of credit.
Prepetition letters of credit issued under Ahern's First Lien
Credit Agreement in the approximate aggregate undrawn principal
amount of $410,000 will also be deemed to have been issued under
the DIP Agreement.

Ahern also won interim permission to use cash collateral and
provide adequate protection for the use of the cash collateral to
(i) BofA, which serves as administrative agent for itself and the
First Lien Lenders; and Wells Fargo Bank serves as collateral
agent for itself and the First Lien Lenders; and (ii) U.S. Bank
National Association as successor to Wells Fargo Bank, as
collateral agent and trustee for the benefit of holders of the
9-1/4% Senior Secured Notes Due 2013 under the Indenture dated
Aug. 18, 2005.

As of its bankruptcy filing, Ahern owed the First Lien Lenders
$352,742,749, consisting of $257,332,749 in revolving credit
loans, $95,000,000 in term loans, and $410,000 in letters of
credit.  Ahern owed the Second Lien Holders $236,666,667.

The Interim DIP Order also provides that the Debtor will pay an
upfront fee to Monarch of $140,000 for its commitment under the
DIP Agreement.

The Debtor also will pay all reasonable fees and expenses of
Milbank, Tweed, Hadley & McCloy LLP as well as those of a Nevada
counsel for their representation of the Majority Term Lenders
prior to the Petition Date or during the case.

The DIP Lenders and the First Lien Lenders will have the right to
"credit bid" the amount of their claims during any sale of all or
substantially all of the Debtor's assets, including without
limitation, sales occurring pursuant  to section 363 of the
Bankruptcy Code or included as part of any restructuring plan
subject to confirmation under  section 1129(b)(2)(A)(ii)-(iii) of
the Bankruptcy Code.

The Second Lien Holders also will retain their right, if any, to
credit bid, the amount of their claims during any sale of all or
substantially all of the Debtor's assets, including without
limitation, sales occurring pursuant to section 363 of the
Bankruptcy Code or included as part of any restructuring plan.

The Bankruptcy Court will hold a Final Hearing on the financing on
Jan. 17, 2012, at 2:00 p.m., prevailing Pacific time.

                        About Ahern Rentals

Equipment rental company Ahern Rentals, Inc. --
http://www.ahern.com/-- dba Ahern Heavy Equipment and Rhino's
Turn Equipment, filed a voluntary Chapter 11 petition (Bankr. D.
Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain
an extension of the Aug. 21, 2011 maturity of its revolving credit
facility.  Judge Bruce T. Beesley presides over the case.  Lawyers
at Gordon Silver serve as the Debtor's counsel.  Its financial
advisors are Oppenheimer & Co. and The Seaport Group.  Kurtzman
Carson Consultants LLC serves as claims and notice against.  The
Debtor estimated $500 million to $1 billion in assets and debts.
The petition was signed by Howard Brown, the company's chief
financial officer.

Counsel to Bank of America, as the DIP Agent and First Lien
Agent, are:


          Albert M. Fenster, Esq.
          Marc D. Rosenberg, Esq.
          KAYE SCHOLER LLP
          425 Park Avenue
          New York, NY 10022
          E-mail: afenster@kayescholer.com
                  mrosenberg@kayescholer.com

               - and -

          Robert R. Kinas, Esq.
          SNELL & WILMER
          3883 Howard Hughes Parkway #1100
          Las Vegas, NV 89169-5958
          E-mail: rkinas@swlaw.com

Attorneys for the Majority Term Lenders are:

          Paul Aronzon, Esq.
          Robert Jay Moore, Esq.
          MILBANK, TWEED, HADLEY & MCCLOY LLP
          601 South Figueroa Street, 30th Floor
          Los Angeles, CA 90017
          E-mail: paronzon@milbank.com
                  rmoore@milbank.com

Counsel for the Majority Second Lienholder are:

          Paul V. Shalhoub, Esq.
          Joseph G. Minias, Esq.
          Ana M. Alfonso, Esq.
          WILLKIE FARR & GALLAGHER LLP
          787 Seventh Avenue
          New York, NY 10019-6099
          E-mail: pshalhoub@willkie.com
                  jminias@willkie.com
                  aalfonso@willkie.com

Attorney for GE Capital is:

          James E. Van Horn, Esq.
          McGUIREWOODS LLP
          7 Saint Paul Street, Suite 1000
          Baltimore, MD 21202
          E-mail: jvanhorn@mcguirewoods.com

Attorney for Wells Fargo Bank is:

          Andrew M. Kramer, Esq.
          OTTERBOURG, STEINDLER, HOUSTON & ROSEN, P.C.
          230 Park Avenue
          New York, NY 10169
          E-mail: akramer@oshr.com

Counsel to certain revolving lenders

          Allan S. Brilliant, Esq.
          Glenn E. Siegel, Esq.
          DECHERT LLP
          1095 Avenue of the Americas
          New York, NY 10036
          E-mail: allan.brilliant@dechert.com
                  glenn.siegel@dechert.com

Attorneys for the Second Lien Trustee

          Kyle Mathews, Esq.
          SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
          333 South Hope Street, 48th Floor
          Los Angeles, CA 90071
          E-mail: kmathews@sheppardmullin.com

               - and -

          Timothy Lukas, Esq.
          HOLLAND & HART
          5441 Kietzke Lane, Second Floor
          Reno, NV 89511
          E-mail: tlukas@hollandhart.com


AMF BOWLING: Taps Moelis to Explore Sale; Moody's Assigns 'Caa3'
----------------------------------------------------------------
Moody's Investors Service lowered AMF Bowling Worldwide, Inc.'s
corporate family and probability of default ratings to Caa3 from
Caa1, the ratings on the first lien senior secured credit
facilities to Caa2 from B2, and the rating on the second lien term
loan to Ca from Caa2. The ratings outlook remains negative.

Ratings downgraded:

Corporate family rating to Caa3 from Caa1;

Probability of default rating to Caa3 from Caa1;

$40 million 1st lien revolving credit facility due 2012 to Caa2
(LGD3, 31%) from B2 (LGD3, 30%);

$217 million 1st lien term loan due 2013 to Caa2 (LGD3, 31%) from
B2 (LGD3, 30%);

$80 million 2nd lien term loan due 2013 to Ca (LGD5, 80%) from
Caa2 (LGD5, 80%).

RATINGS RATIONALE

The downgrade reflects material refinancing risk given the
$40 million revolving credit facility matures in June 2012 and
the first lien term loan in June 2013.  While undrawn, there was
$24 million outstanding letters of credit under the revolving
credit facility as of October 2, 2011.  Moody's is concerned about
the company's ability to refinance its capital structure in light
of its high leverage and soft revenue trends.  AMF recently
announced that it is preparing itself for sale and hired Moelis as
a financial advisor to facilitate the process.

The Caa3 corporate family rating reflects AMF's significant
refinancing risk, high leverage with debt to EBITDA over 7.0 times
(based on Moody's standard adjustments), weak interest coverage
metrics, and growth-oriented capital expenditures that have
constrained cash flows. The rating also considers a soft consumer
spending environment that has pressured same center revenues, and
the seasonality of revenues. The rating recognizes AMF's
relatively stable business trends in recent periods and its
ongoing cost control initiatives.

The negative outlook reflects Moody's concern over AMF's ability
to refinance pending debt maturities.

The ratings could be downgraded if AMF's profitability and/or
liquidity deteriorates or it is unable to extend the maturity date
of the revolving credit facility. A bankruptcy filing or any
action that is perceived as a distressed exchange could also
result in a ratings downgrade.

Moody's could upgrade AMF's ratings if it can refinance pending
debt maturities or meaningfully and permanently reduce debt levels
while improving its liquidity profile.

Moody's subscribers can find additional information in the AMF
Credit Opinion published on Moodys.com.

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

Headquartered in Richmond, Virginia, AMF Bowling Worldwide, Inc.
is the largest operator of bowling centers in the world with
approximately 302 centers in operation, including eight centers
outside the United States.


ASCEND LEARNING: S&P Affirms 'B' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating, along with all existing issue-level ratings, for
Ascend Learning LLC, following the company's accessing of add-ons
to its existing term loan B due 2016. The rating outlook is
stable.

"We also assigned the company's unfunded $20 million delayed draw
term loan due 2016 our 'B' 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," S&P said.

"The add-ons consist of a $40 million term loan due 2016 and $22
million term loan due 2016. Including the add-ons, the credit
facilities consist of a $312 million first-lien term loan B due
2016, $20 million first-lien delayed-draw term loan due 2016, a
$40 million first-lien revolving credit facility due 2015, and a
$75 million second-lien term loan due 2017. The first-lien term
loans and revolving credit facility are rated at the same level as
the 'B' corporate credit rating on the company, with a recovery
rating of '3', indicating our expectation of meaningful (50% to
70%) recovery for first-lien lenders in the event of a payment
default. The second-lien loan recovery rating remains at '6',
indicating our expectation of negligible (0% to 10%) recovery for
lenders," S&P said.

"We expect that proceeds of the $40 million add-on and the $20
million delayed-draw term loan will be used to finance
acquisitions," S&P said.

"The rating on Ascend Learning reflects our expectation that
EBITDA will grow at a moderate pace given solid end-market demand,
notwithstanding high product development spending, but leverage
will remain elevated reflecting the company's acquisition-driven
growth and shareholder-return focused strategy. We consider the
company's business risk profile as 'weak' (based on our criteria),
reflecting its concentration in health care and related fields,
which is highly fragmented and competitive. Ascend Learning has a
'highly leveraged' financial risk profile, in our view, because of
its debt financing of high-priced acquisitions, our expectation of
ongoing debt-funded acquisitions, a high debt to EBITDA ratio, and
a history of special dividends," S&P said.

"Ascend Learning is a provider of educational products with a
focus on health care related disciplines and professional training
and testing. Our assessment of Ascend Learning's business risk
profile as 'weak' stems from the company's limited scale of
operations, small size, and competitive threats. Also, the company
competes with larger and better capitalized peers, which have test
preparation divisions for the nursing licensing exam. We currently
expect both the increased federal government regulation of for-
profit educational institutions and the potential reduction in
federal funding of student loans to have a minor effect on the
company, as roughly 14% of its revenues are derived from for-
profit nursing institutions. Still, we expect the company's
revenues to continue on a healthy growth trend because of low
turnover in the company's nursing schools and favorable nursing
employment opportunities," S&P said.


BERNARD L MADOFF: Sons Lose Appeal on Trustee's $198-Mil. Suit
--------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Bernard Madoff's
sons lost their bid Thursday to appeal to a New York federal court
a bankruptcy judge's ruling that a $198 million suit alleging they
ignored the Bernard L. Madoff Investment Securities LLC Ponzi
scheme should be allowed to continue.

According to Law360, U.S. District Judge William Pauley III
refused to take up the appeal of U.S. Bankruptcy Judge Burton R.
Lifland's ruling for BLMIS trustee Irving Picard.

                    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.


BILLMYPARENTS INC: Posts $14.2 Million Net Loss in Fiscal 2011
--------------------------------------------------------------
BillMyParents, Inc., filed on Dec. 21, 2011, its annual report on
Form 10-K for the fiscal year ended Sept. 30, 2011.

BDO USA, LLP, in La Jolla, California, expressed substantial doubt
about BillMyParents's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred net
losses since inception and has an accumulated deficit and
stockholders' deficiency at Sept. 30, 2011.

The Company reported a net loss of $14.2 million on $104,030 of
revenues for the fiscal year ended Sept. 30, 2011, compared with a
net loss of $6.9 million on $6,675 of revenues for the fiscal year
ended Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2011, showed $1.6 million
in total assets, $2.8 million in total current liabilities, and a
shareholders' deficit of $1.2 million.

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

                       http://is.gd/yRwPyo

San Diego, Calif.-based BillMyParents, Inc., markets a prepaid
card with special features aimed at young people and their
parents.  BMP is designed to enable parents and young people to
collaborate toward the goal of responsible spending.


BLITZ U.S.A.: Gets Final Order to Incur $5MM DIP Loan, Use Cash
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on a final basis, Blitz U.S.A., Inc., and its debtor-affiliates
to:

   -- obtain up to $5,000,000 in principal amount of postpetition
      financing under a revolving credit facility from BOKF, NA
      doing business as Bank of Oklahoma, pursuant to a debtor-in-
      possession financing agreement dated Nov. 28, 2011;

   -- grant the DIP agent and the DIP lenders liens on and
      security interests in all of the Debtors' assets, and
      superpriority administrative expense claim, subject to carve
      out on certain fees.

   -- use the cash collateral and provide adequate protection to
      prepetition lenders.

BOKF, as administrative agent for itself and the other lenders,
committed to provide the Debtors a senior secured, superpriority
revolving loan facility of up to $5 million in the aggregate to
fund the working capital requirements postpetition.

Before filing for bankruptcy, the Debtors and their advisors
undertook an analysis of the Debtors' projected financing needs
during the pendency of the Chapter 11 cases, and determined that
the Debtors could likely survive solely on the use of cash
collateral through December 2011.  Thereafter, however, the
Debtors believe they would need roughly $5 million in postpetition
financing to support their operational and restructuring
activities.

As of the Petition Date, the Debtors owed the prepetition lenders
$18,968,464 under a prepetition revolving facility and $21,845,180
under a prepetitiom term note facility with Bank of Oklahoma also
administrative agent.  Prepetition secured lenders The F&M Bank &
Trust Company and Citizens Security Bank and Trust Company are
also part of the DIP lending syndicate.

The Debtors said they are unable to obtain financing on a
postpetition basis without them granting superpriority claims and
the DIP liens.

At a hearing on Nov. 10, the Debtors won interim approval of the
DIP financing and the use of cash collateral.

The DIP Credit Agreement requires the Debtors to pay the DIP
lenders $75,000 fee, payable upon funding of the DIP financing
facility and an unused line fee equal to LIBOR plus 1% per annum
times the maximum loan amount less the sum of the outstanding
daily balance; provided however, that the origination fee and
unused line fee will not be paid until the Debtor first draw under
the DIP financing facility.

As adequate protection for the use of the cash collateral, the
Debtors will grant the prepetition agent and the lenders
mortgages, liens and security interests in substantially all of
the assets owned by the Debtors, including liens on avoidance
actions.

The DIP facility matures on the earliest of June 30, 2012, or the
effective date of a plan of reorganization in the case.

The DIP facility also establishes so-called Benchmark Requirements
that require the Debtors to sell certain assets and submit a
business plan according to this timeline:

     Jan. 16, 2012     Debtors must have identified a stalking
                       horse bidder and entered into a stalking
                       horse agreement for the sale of F2 Brands
                       LLC

     Jan. 18, 2012     Debtors must have filed a motion for
                       approval of the F3 Brands sale

     March 16, 2012    Debtors must have obtained approval of the
                       F3 Brands sale

The Debtors were also required under the terms of the DIP loan to
hire a sales broker by Dec. 16, 2011, to sell Reliance Products
Holdings Inc.

     Jan. 16, 2012     Debtors must have filed and circulated a
                       prospectus to potential buyers of Reliance
                       Products Holdings

     May 31, 2012      Debtors must have closed the sale of
                       Reliance and paid the proceeds to the DIP
                       lenders and/or to the prepetition lenders

The Debtors were also required to submit by Dec. 15, 2011, to the
DIP lenders a business plan for the period from Jan. 1, 2012
through June 30, 2012.

The Debtors also are required to liquidate all excess equipment
and other assets by Feb. 28, 2012.

A full-text copy of the DIP financing agreement is available for
free at:

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

                           Objections

The Official Committee of Unsecured Creditors, in its objection,
related that among other things:

   -- the proposed Benchmark Requirements are too aggressive to
      allow for a robust sale process;

   -- the proposed $5.0 million DIP Financing Facility is illusory
      as it will only provide the Debtors with $3.5 million of
      working capital availability because the Lenders require
      that $1.5 million of the DIP Financing Facility must be used
      to fund a cash reserve;

   -- considering that the DIP Financing Facility will only
      provide the Debtors with availability of $3.5 million, the
      interest rate on the DIP Financing Facility, coupled with
      Origination Fee totaling $75,000, yields an effective
      interest rate of approximately 12.6%, which is high and does
      not include the additional Unused Line Fee of approximately
      2% and proposed LIBOR Breakage Fee;

   -- although the Term Sheet and DIP Motion describe the
      Professional Fee Cap as $500,000 on a "roll-forward monthly
      basis", the Budget only provides for professionals' fees
      during weeks eight and thirteen;

   -- the $100,000 Restructuring Fees line item proposed for the
      Committee's professionals under the Budget is an inadequate,
      arbitrary cap designed to inhibit the Committee's
      participation in these Chapter 11 cases; and

   -- the proposed Final DIP Order and DIP Credit Agreement impose
      on the Committee an unrealistically low $10,000 limit on
      lien investigation costs.

The DIP Facility gives the Committee 60 days from its appointment
to investigate and challenge the prepetition lenders' security
interests and liens.

Secured creditor Wal-Mart Store, Inc., in its objection, stated
that the Debtors' motion sought to subordinate, impair, encumber,
or hinder Walmart's contractual rights set forth in the parties'
supplier agreement, its common law right to setoff, and its
equitable right to recoup the sum of $1,545,010 owed as of the
Petition date by Walmart to Blitz U.S.A. against monies owed as of
the Petition Date by Blitz to Walmart.

Meanwhile, the U.S. Trustee held a meeting of creditors in the
case under Section 341(a) of the Bankruptcy Code on Dec. 21 in
Wilmington.

                   About Blitz Acquisition Holdings

Miami, Oklahoma-based Blitz Acquisition Holdings, Inc., and its
affiliates are the industry leader in portable fuel containment.
Blitz filed for Chapter 11 protection (Bankr. D. Del. Case Nos.
11-13602 thru 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; and 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, represents the Committee.

Bank of Oklahoma, as DIP agent, is represented by Samuel S. Ory,
Esq. -- sory@fdlaw.com -- at Frederic Dorwart Lawyers in Tulsa.


BROADWAY FINANCIAL: Posts $7.5MM Q3 Net Loss; Foreclosure Looms
---------------------------------------------------------------
Broadway Financial Corporation filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $7.5 million on $4.3 million of net interest income
for the three months ended Sept. 30, 2011, compared with a net
loss of $156,000 on $5.1 million of net interest income for the
same period of 2010.

For the nine months ended Sept. 30, 2011, the Company has reported
a net loss of $9.4 million on $13.1 million of net interest
income, compared with net income of $1.7 million on $15.9 million
of net interest income for the same period last year.

The Company's balance sheet at Sept. 30, 2011, showed
$422.2 million in total assets, $399.2 million in total
liabilities, and stockholders' equity of $23.0 million.

                  Going Concern Substantial Doubt

The Company has a tax sharing liability to its wholly owned
subsidiary, Broadway Federal Bank, f.s.b., which exceeds operating
cash at the Company level.  The Company is working with its
primary regulator to determine when this liability must be
settled.  Additionally, the Company is in default under the terms
of a $5 million line of credit with another financial institution
lender, although that lender has agreed to forbear from exercising
its rights to foreclose on the Bank until Jan. 1, 2012, subject to
certain conditions.

"If additional such forbearances on the line of credit cannot be
obtained, or if the tax sharing payment from the Company to the
Bank is determined to be due prior to the time that the Company is
able to raise additional capital, the Company's cash position will
be affected negatively and it will run out of operating cash," the
Company said in the filing.

"Due to the current regulatory order that is in effect, the Bank
is not allowed to make distributions to the Company without
regulatory approval, and such approval is not likely to be given.
Therefore, the Company would not be able to meet its payment
obligations within the foreseeable future unless the Company is
able to secure new capital and/or obtain requisite forbearances
from its lender.  These conditions raise substantial doubt about
the Company's ability to continue as a going concern," the Company
warned.

Cease and Desist Order

The Company and the Bank have consented to the issuance to them of
cease and desist orders by the Office of Thrift Supervision
effective Sept. 9, 2010, requiring, among other things, that the
Company and the Bank take remedial actions to improve the Bank's
loan underwriting and internal asset review procedures, to reduce
the amount of its non-performing assets and to improve other
aspects of the Bank's business, as well as the Company's
management of its business and the oversight of the Company's
business by the Board.

The Company has met the minimum capital requirements at Sept. 30,
2011, and Dec. 31, 2010, to conform to the general regulatory
definition of "well-capitalized" under the prompt corrective
action regulations, however the Company cannot be considered well
capitalized while under the cease and desist order.

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

                       http://is.gd/YE57iH

Los Angeles, Calif.-based Broadway Financial Corporation conducts
its operations through its wholly-owned subsidiary, Broadway
Federal Bank, f.s.b., which is a community-oriented savings bank
in Southern California serving low to moderate income communities.
The Bank operates three full service branches, two in the city of
Los Angeles, and one located in the nearby city of Inglewood,
California.


CABI SMA: Wants to Incur $700,000 DIP Loan on Unsecured Basis
-------------------------------------------------------------
Cabi SMA Tower I, LLLP, asks the U.S. Bankruptcy Court for the
Southern District of Florida for authorization to borrow up to
$700,000 from Cabi Holdings, Inc. and Cabi Developers, LLC, on an
unsecured basis in order to fund certain payments.

The terms of the proposed DIP financing include:

A. Interest Rate:             6-month LIBOR plus 100 basis points
                              (simple interest, payable at
                              maturity, adjusted on the last
                              business day of each calendar
                              quarter)

B. Maturity:                  Unless extended by the Lenders in
                              writing, upon the first to occur of
                              (a) the Effective Date of a
                              Confirmed Plan of Reorganization, or
                              (b) the dismissal or conversion of
                              the Debtor's bankruptcy case.

C. Fees:                      None

D. Disbursements:             Funds to be disbursed upon request;
                              interest to accrue from disbursement
                              date(s)

G. Prepayment:                Authorized in whole or in part
                              without penalty.

                      About Cabi SMA Tower I

Based in Miami, Florida, Cabi SMA Tower I, LLLP -- fka Cabi SMA
Retail 1, LLC; Cabi SMA, LLLP; Cabi SMA Tower 2, LLC; Cabi SMA
Tower 2, LLLP; Capital at Brickell; Cabi SMA Retail 2, LLLP; Cabi
SMA Retail 2, LLC; Cabi SMA Tower 1, LLC; and Cabi SMA Retail I,
LLLP -- owns multiple vacant parcels around South Miami Avenue and
S.W. 14th Street in Miami, Florida.  It acquired the parcels to
develop residential, hotel, and retail space, including a
condominium development.  The parcels are being managed by Cabi
Developers, LLC pursuant to a management agreement.

Cabi SMA Tower I filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 10-49009) on Dec. 28, 2010.  Mindy A.
Mora, Esq., and Tara V. Trevorrow, Esq., at Bilzin Sumberg Baena
Price & Axelrod, LLP, in Miami, serve as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliates Cabi Downtown, LLC (Bankr. S.D. Fla. Case No. 09-27168)
and Cabi New River LLC (Bankr. S.D. Fla. Case No. 10-49013) filed
separate Chapter 11 petitions.

No creditor's committee has been appointed in Cabi SMA Tower I,
LLLP's Chapter 11 case.


CARBON ENERGY: Buyer Wants Case Conversion or Trustee Appointed
---------------------------------------------------------------
Creditor Beartooth Land Company, LP, asks the U.S. Bankruptcy
Court for the District of Nevada to convert the Chapter 11 cases
of Carbon Energy Holdings, Inc., to one under Chapter 7 of the
Bankruptcy Code or, in the alternative, appoint a Chapter 11
trustee in the Debtors' case.

Beartooth Land relates that it has offered to purchase the
Debtors' sole asset for a gross purchase price of $15 million.
Beartooth Land notes that the purchase price is more than
sufficient to pay all creditors in full and provide for a return
to equity.  The Debtors' controlling shareholders and management
remain in a deadlock, unable to move these cases forward and
realize any return for Debtors' constituents.

Beartooth Land asserts that it is in the best interests of all
parties-in-interest to have an independent trustee appointed to
liquidate the Debtors' assets.

Beartooth Land is represented by:

         Brett A. Axelrod, Esq.
         Kimberly P. Stein, Esq.
         FOX ROTHSCHILD LLP
         3800 Howard Hughes Parkway, Suite 500
         Las Vegas, NV 89169
         Tel: (702) 262-6899
         Fax: (702) 597-5503
         E-mails: baxelrod@foxrothschild.com
                  kstein@foxrothschild.com

                 About Carbon Energy Holdings LLC

Based in Wickenburg, Arizona, Carbon Energy Holdings LLC and
Carbon Energy Reserve Inc. filed for Chapter 11 bankruptcy (Bankr.
D. Nev. Case Nos. 11-52099 and 11-52101) on June 28, 2011.  Judge
Bruce T. Beesley presides over the cases.  Carbon Energy Holdings
Inc. disclosed $0 in assets and $146,270 in liabilities in its
schedules filed in court.  Carbon Energy Reserve Inc. scheduled
$40,000,000 in assets and $2,009,573 in liabilities.  Kolesar &
Leatham Chtd. acts as the Debtors' general counsel.


CASA DE CAMBIO: Del. Ct. Rules on Capitaliza-T's 2nd Amended Suit
-----------------------------------------------------------------
Delaware District Judge Jerome B. Simandle denied, in part, the
request of Capitaliza-T Sociedad de Responsabiliad Limitada De
Capital Variable's for leave to file a Second Amended Complaint in
response to the Court's earlier dismissal of the First Amended
Complaint for failure to state a claim.  The Plaintiff alleges
causes of action against Wachovia Bank of Delaware National
Association and Wachovia Bank National Association for aiding and
abetting fraud, aiding and abetting breach of fiduciary duty,
breach of contract and unjust enrichment arising out of the
receipt of moneys on deposit and refusal to return the money
deposited to the Plaintiff.  In a Dec. 20, 2011 Opinion available
at http://is.gd/6LU9b4from Leagle.com, the Court denied the
Plaintiff's motion to file a second amended complaint with regards
to the aiding and abetting breach of fiduciary duty claim.  The
Court granted the Plaintiff's motion with regards to the aiding
and abetting fraud claim, breach of contract claim and unjust
enrichment claim.  However, the breach of contract claim and the
unjust enrichment claim are stayed pending the resolution of the
Mexican Bankruptcy proceeding of the entity, Casa de Cambio
Majapara, S.A. de C.V., with which Plaintiff entrusted the Funds
that are the subject of the suit.

The case is CAPITALIZA-T SOCIEDAD DE RESPONSABILIDAD LIMITADA DE
CAPITAL VARIABLE, v. WACHOVIA BANK OF DELAWARE NATIONAL
ASSOCIATION & WACHOVIA BANK NATIONAL ASSOCIATION, Civil No. 10-520
(D. Del.).

Counsel for Plaintiff are:

          Christopher D. Loizides, Esq.
          LOIZIDES P.A.
          1225 King Street, Suite 800
          Wilmington, DE 19801
          Tel: (302) 654-0248
          Fax: (302) 654-0728
          E-mail: loizides@loizides.com

               - and -

          Georgina Fabian, Esq.
          THE INTERNATIONAL BUSINESS LAW GROUP, LLC
          John Hancock Center
          875 North Michigan Avenue, Suite 3100
          Chicago, IL, 60611
          Tel: (773) 725-8856
          Fax: (773) 423-0223
          E-mail: gfabian@intblg.com

               - and -

          Patrick M. Jones, Esq.
          SMITH AMUDSEN, LLC
          150 N. Michigan Avenue, Suite 3300
          Chicago, IL 60601
          Tel: 312-894-3234
          Fax: 312-997-1811
          E-mail: pjones@salawus.com

Counsel for Defendants are:

          Brian M. Rostocki, Esq.
          Michael S. Leib, Esq.
          REED SMITH LLP
          1201 Market Street - Suite 1500
          Wilmington, DE 19801
          Tel: 302-778-7561
          E-mail: brostocki@reedsmith.com
                  mleib@reedsmith.com

                      About Casa de Cambio

Headquartered in Mexico City, Casa de Cambio Majapara S.A. de
C.V., a.k.a. Majapara Casa de Cambio --
http://www.majapara.com.mx-- was engaged in financial
transactions processing, reserve, and clearing house activities.
The company filed for Chapter 11 protection on March 5, 2008
(Bankr. N.D. Ill. Case No. 08-05230).  Majapara also filed for
bankruptcy in Mexico under the Ley de Concursos Mercantiles (Law
of Commercial Insolvency).

Brian L. Shaw, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC, and Andrew L. Wool, Esq., at Katten Muchin Rosenman
LLP, represented the Debtor.  Luis V. Echeverria served as
consultant and foreign representative in the Debtor's insolvency
and bankruptcy proceedings in the United States and in Mexico.
When the Debtor filed for protection from its creditors, it
listed assets of between US$10 million to US$50 million and
debts of between US$10 million to US$50 million.

On Aug. 22, 2008, the Mexican Second Civil District Court declared
Majapara's involuntary liquidation.  The Chapter 11 proceedings
was later dismissed.

Majapara sought bankruptcy protection under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 08-30669) on Nov. 11,
2008.  Mark L. Radtke -- mradtke@shawgussis.com -- at Shaw
represented the Chapter 15 debtor.  The Chapter 15 proceedings are
ongoing.


CEL-SCI CORP: BDO Raises Going Concern Doubt Over Recurring Losses
------------------------------------------------------------------
CEL-SCI Corporation filed with the Securities and Exchange
Commission on Dec. 23, 2011, its annual report on Form 10-K for
the fiscal year ended Sept. 30, 2011.

BDO USA LLP, in Bethesda, Maryland, expressed substantial doubt
about CEL-SCI's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations.

The Company reported a net loss of $25.7 million on $956,154 of
revenue for the fiscal year ended Sept. 30, 2011, compared with
net income of $10.5 million on $153,300 of revenue for the fiscal
year ended Sept. 30, 2010.

During the year ended Sept. 30, 2011, other expenses increased by
$12 million, compared to fiscal 2010.  This increase was due to
the $12 million settlement of the lawsuit.

The Company recorded a gain on derivative instruments of
$4.4 million and $28.8 million for the fiscal years ended
Sept. 30, 2011, and 2010, respectively.

The Company's balance sheet at Sept. 30, 2011, showed
$18.6 million in total assets, $9.5 million in total liabilities,
and stockholders' equity of $9.1 million.

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

                       http://is.gd/Glp6qO

Vienna, Virginia-based CEL-SCI Corporation was formed as a
Colorado corporation in 1983.  CEL-SCI's business consists of (1)
Multikine(R) (Leukocyte Interleukin, Injection) investigational
cancer therapy; and (2) LEAPS technology, with two products,
pandemic flu treatment for hospitalized patients and CEL-2000, a
rheumatoid arthritis treatment vaccine, in development.


CITY NATIONAL: Posts $1.3 Million Net Loss in 2011 Third Quarter
----------------------------------------------------------------
City National Bancshares Corporation filed its quarterly report on
Form 10-Q, reporting a net loss of $1.3 million on $2.5 million of
net interest income for the three months ended Sept. 30, 2011,
compared with a net loss of $3.3 million on $3.0 million of net
interest income for the same period of 2010.

For the nine months ended Sept. 30, 2011, the Company has reported
a net loss of $4.0 million on $8.0 of net interest income,
compared with a net loss of $3.2 million on $9.9 million of net
interest income for the same period last year.

The Company's balance sheet at Sept. 30, 2011, showed
$349.2 million in total assets, $328.2 million in total
liabilities, and stockholders' equity of $20.9 million.

As reported in the Troubled Company Reporter on June 1, 2011, KPMG
LLP, in Short Hills, New Jersey, expressed substantial doubt about
City National Bancshares' ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2010.  The independent auditors noted that the Company has
suffered recurring losses from operations and has entered into a
consent order with the Office of the Comptroller of the Currency.

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

                       http://is.gd/YQrE3C

About City National Bancshares

Newark, New Jersey-based City National Bancshares Corporation is a
New Jersey corporation incorporated on Jan. 10, 1983.  City
National Bank, a wholly-owned subsidiary of CNBC, is a national
banking association chartered in 1973 under the laws of the United
States of America and has one subsidiary, City National
Investments, Inc., an investment company which holds, maintains
and manages investment assets for CNB.  CNB provides a wide range
of retail and commercial banking services through its retail
branch network, although the primary focus is on establishing
commercial and municipal relationships.


CLAIRE'S STORES: Bank Debt Trades at 14% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc.'s is a borrower traded in the secondary market at 86.33
cents-on-the-dollar during the week ended Friday, Dec. 23, 2011,
an increase of 1.05 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 275 basis points above
LIBOR to borrow under the facility.  The bank loan matures May 29,
2014, and carries Moody's B3 rating and Standard & Poor's B
rating.  The loan is one of the biggest gainers and losers among
136 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                       About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores also operates through its subsidiary,
Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint
venture with AEON, Co., Ltd.  The Company also franchises 198
stores in the Middle East, Turkey, Russia, South Africa, Poland
and Guatemala.

The Company's balance sheet at Oct. 29, 2011, showed $2.81 billion
in total assets, $2.86 billion in total liabilities, and a
$44.61 million stockholders' deficit.

As reported by the Troubled Company Reporter on March 15, 2011,
Moody's upgraded Claire's Stores' senior secured bank credit
facilities to B3 from Caa1 and its Speculative Grade Liquidity
Rating to SGL-2 from SGL-3.  All other ratings were affirmed
including Claire's Caa2 Corporate Family Rating.  The rating
outlook is positive.


CLEAR CHANNEL: Bank Debt Trades at 26% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications Inc. is a borrower traded in the secondary market
at 73.58 cents-on-the-dollar during the week ended Friday, Dec.
23, 2011, a drop of 0.27 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 365 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Jan.
30, 2016, and carries Moody's Caa1 rating and Standard & Poor's
CCC+ rating.  The loan is one of the biggest gainers and losers
among 136 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                About CC Media and Clear Channel

San Antonio, Texas-based CC Media Holdings, Inc. (OTC BB: CCMO) --
http://www.ccmediaholdings.com/-- is the parent company of Clear
Channel Communications, Inc.  CC Media Holdings is a global media
and entertainment company specializing in mobile and on-demand
entertainment and information services for local communities and
premier opportunities for advertisers.  The Company's businesses
include radio and outdoor displays.

CC Media has three reportable business segments: Radio
Broadcasting; Americas Outdoor Advertising; and International
Outdoor Advertising.  Approximately half of CC Media's revenue is
generated from its Radio Broadcasting segment.

The Company's balance sheet at Sept. 30, 2011, showed $16.51
billion in total assets, $23.96 billion in total liabilities and a
$7.45 billion total member's deficit.

As reported by the Troubled Company Reporter on Dec. 16, 2011,
Standard & Poor's revised its rating outlook on CC Media Holdings
Inc., and Clear Channel, 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.


COMMUNITY TOWERS: Gets Final Approval to Access CIBC Cash
---------------------------------------------------------
The Hon. Stephen L. Johnson the U.S. Bankruptcy Court for the
Northern District of California authorized, in a final order,
Community Towers I, LLC, et al., to use CIBC Inc.'s cash
collateral.

As of Nov. 21, 2011, CIBC contends, the total amount owed under an
Amended Promissory Note and Amended Trust Deed exceeds
$41,157,878, including but not limited to, unpaid principal in the
amount of $33,219,556, contract interest in the amount of
$2,822,740, default interest in the amount of $3,561,875 at the
default rate of 5% per annum, and late charges in the amount of
$1,660,978, less certain credits of $107,269.

The Debtors may use cash collateral to finance the operations of
their property at 1111 N. Market Street and 111 W. Saint John
Street, in San Jose, California.

The Debtors' cash collateral use is conditioned on these terms:

   a. the Debtors may not use cash collateral to pay any amounts
set forth in the "Owner Draw" line item without written consent
from CIBC;

   b. the Debtors may exceed and pay any expense line item by 10%
provided that it does not exceed the aggregate budgeted
expenditures for any period by more than 5%, and carry over unused
funds budgeted in any period for use in future periods;

   c. the Debtors will provide to CIBC a weekly variance report,
setting forth the expenditures made during the week and the amount
of variance, if any, from the amounts set forth in the Budget;

    d. in the event an expense item arises that is not addressed
in the Budget, or an item exceeds the Budget amount by more than
10%, the Debtors will promptly notify CIBC of the expense and
request its consent to use Cash Collateral to pay the expense;

CIBC is represented by:

         Adam A. Lewis, Esq.
         Kristin A. Hiensch, Esq.
         MORRISON & FOERSTER LLP
         425 Market Street
         San Francisco, CA 94105-2482
         Tel: (415) 268-7000
         Fax: (415) 268-7522
         E-mails: ALewis@mofo.com
                  KHiensch@mofo.com

                    About Community Towers I LLC

Community Towers I LLC is a real estate investment company.
Community Towers I LLC and various affiliates -- Community Towers
II, LLC, Community Towers III, LLC, Community Towers IV, LLC --
filed a Chapter 11 petition (Bankr. N.D. Calif. Lead Case No.
11-58944) on Sept. 26, 2011, in San Jose, California.  John Walshe
Murray, Esq., at the Law Offices of Murray and Murray, in
Cupertino, California, serves as counsel to the Debtor.  Community
Towers I disclosed $51,939,720 in assets and $39,479,784 in
liabilities as of the Chapter 11 filing.


CONGRESS SAND: Bankruptcy Plan Declared Effective on Nov. 15
------------------------------------------------------------
The Chapter 11 Plan of Reorganization dated as of June 28, 2011,
filed by Congress Materials LLC and Congress Sand and Gravel LLC
was declared effective on Nov. 15, 2011.

As reported in the Troubled Company Reporter on Sept. 7, 2011,
Bankruptcy Judge Stacey Jernigan confirmed the Chapter 11 Plan,
according to a Sept. 2, 2011 Findings of Fact and Conclusions of
Law, a copy of which is available at http://is.gd/DvgAmCfrom
Leagle.com.

The Debtors filed immaterial changes to the Plan on June 28, 2011.
The Plan complies with Section 1129 of the Bankruptcy Code, and
the Debtors have proven the requirements of confirmation by a
preponderance of the evidence, the ruling said.

                       About Congress Sand

Bridgeport, Texas-based Congress Materials, LLC -- dba Green
Aggregates and Union Materials, LP -- filed for Chapter 11
bankruptcy protection (Bankr. N.D. Tex. Case No. 10-37526) on
Oct. 28, 2010.  It estimated assets and debts of $10 million
to $50 million.

Kerens, Texas-based Congress Sand & Gravel, LLC, filed for Chapter
11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10-37522) on
Oct. 28, 2010.  It estimated assets and debts of $1 million to
$10 million.

The Debtors are primarily engaged in the processing of
construction aggregates used over a wide range of applications,
including road construction, commercial construction, and ready
mix concrete.  The Debtors' principal customers are road paving
companies, oil and gas companies, utility contractors, and
concrete product companies.

The cases are jointly administered with Congress Sand as the lead
case.  Douglas S. Draper, Esq., Leslie A. Collins, Esq., and
Kendra M. Goodman, Esq., at Heller Draper Hayden Patrick & Horn,
L.L.C., in New Orleans, La., assist Congress Sand and Congress
Materials in their restructuring efforts.  Beveridge & Diamond,
PC, serves as special counsel to represent the Debtors concerning
the Texas Commission on Environmental Quality regulation of
environmental matters.

No creditors' committee has been appointed in these cases by the
United States Trustee.

Affiliate Green Aggregates, Inc. (Bankr. N.D. Tex. Case No.
07-53439) filed a separate Chapter 11 petition on Dec. 31, 2007.


C.R. STONE: Executor Replaces Anderson Estate in Lawsuit
--------------------------------------------------------
Bankruptcy Judge William C. Hillman granted, in part, and denied,
in part, the request of Joseph Butler, Chapter 7 trustee of the
estate of C.R. Stone Concrete Contractors, Inc., to substitute
Charles G. Krattenmacher, Jr., the executor of the estate of
Richard Anderson, as a party defendant in a lawsuit in light of
Mr. Anderson's passing in November 2010.  Mr. Kattenmacher opposes
on the basis that the Motion to Substitute is untimely and that
the Chapter 7 Trustee's claims against Mr. Anderson were
extinguished upon his death.  In a Dec. 19 memorandum of decision
available at http://is.gd/oierjIfrom Leagle.com, Judge Hillman
held that certain claims by the Chapter 7 Trustee survived Mr.
Anderson's death.  However, claims for recovery for "unfair and
deceptive practices" did not survive Mr. Anderson's death and are
dismissed.  Claims for equitable subordination are dismissed for
failure to state a plausible claim for relief.  The case is JOSEPH
BUTLER, CHAPTER 7 TRUSTEE OF THE ESTATE OF C.R. STONE CONCRETE
CONTRACTORS, INC., v. RICHARD ANDERSON, GILLIAN WELBY, JOHN
MARINI, PLUMB HOUSE, INC., DALTON BUILDERS, INC., JOHN MARINI
MANAGEMENT COMPANY, LENOX-NORWOOD LLC, AND THE FRAMING COMPANY,
INC., Adv. Proc. No. 05-1307 (Bankr. D. Mass.).

Headquartered in Franklin, Massachusetts, C.R. Stone Concrete
Contractors, Inc., operated a concrete contracting, design and
installation business.  The Debtor sought Chapter 11 protection
(Bankr. D. Mass. Case No. 05-11119) on Feb. 18, 2005, represented
by Alan L. Braunstein, Esq., at Riemer & Braunstein, LLP.  When
the Debtor filed for creditor protection, it estimated assets and
debts between $1 million and $10 million.

On Aug. 17, 2005, the Court converted the Debtor's case to a
Chapter 7 liquidation.  Joseph G. Butler, Esq., at Barron &
Stadfeld, P.C., was appointed as Chapter 7 Trustee.


COUDERT BROTHERS: District Court to Hear Claims Against Orrick
--------------------------------------------------------------
Evan Weinberger at Bankruptcy Law360 reports that Judge Colleen
McMahon of New York federal court ruled on Friday that claims
brought by Coudert Brothers LLP's plan administrator over the sale
of the firm's Chinese assets to Orrick Herrington & Sutcliffe LLP
should be battled out in federal district court, not bankruptcy
court.

                        About Coudert Brothers

Coudert Brothers LLP was an international law firm specializing in
complex cross-border transactions and dispute resolution.  The
firm had operations in Australia and China.  The Debtor filed for
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 06-12226) on
Sept. 22, 2006.  John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, represented the Debtor
in its restructuring efforts.  The U.S. Trustee for Region 2
appointed five creditors to serve on an Official Committee of
Unsecured Creditors.  Brian F. Moore, Esq., and David J. Adler,
Esq., at McCarter & English, LLP, represented the Official
Committee of Unsecured Creditors.  Coudert scheduled total assets
of $30.0 million and total debts of $18.3 million as of the
Petition Date.  The Bankruptcy Court in August 2008 signed an
order confirming Coudert's chapter 11 plan.  The Plan contemplated
on paying 39% to unsecured creditors with $26 million in claims.


CRAWFORD & CO: S&P Affirms 'BB-' Counterparty Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' long-term
counterparty credit rating on Crawford & Co. "The outlook is
stable. Subsequently, we withdrew the ratings at the request of
the company's management," S&P said.

Crawford & Co. executed a new five-year, $325 million senior
unsecured credit facility to replace an existing $100 million
revolving credit facility and repaid $219 million under its term
loan B facility. The counterparty credit rating on Crawford & Co.
reflects the claims administrator's high debt leverage, quality of
capital, and limited financial flexibility. The Broadspire
Management Inc. segment's weak operating performance and the
underfunded pension obligations are also weaknesses to the rating.
Somewhat offsetting these negative rating factors are Crawford's
leading market position and diverse global claims services
operations, which consist of the Americas; Europe, Middle East,
Africa, and Asia-Pacific; Broadspire; and Legal Settlement
Administration segments.

Crawford, based in Atlanta, Ga., maintained its core strengths and
generated better operating results through third-quarter 2011 than
in 2010 on increased claim volume from catastrophe activity. The
company took action to reduce the volatility from its underfunded
pension obligations in 2010 by adding an additional $50 million to
the plan. The company's diverse operating platform helps to
mitigate the effect of macroeconomic factors on its overall
performance. However, key issues in its financial leverage and its
Broadspire segment's operating performance constrain the rating.

"We believe that Crawford will maintain a similar competitive
position and operating performance in 2011 and 2012. We believe
management intends to continue focusing on cash-flow management
and maintaining a cash balance sufficient to fund operating needs
for 2012. We expect management also to focus on improving
Broadspire's performance and generating a consolidated adjusted
EBITDA margin of 9%-12%, an adjusted total obligations-to-adjusted
EBITDA ratio in the 4x-5x range, and adjusted EBITDA fixed-charge
coverage in the 4x-5x range," S&P said.


CRYSTALLEX INT'L: Seeks Creditor Protection in Canada
-----------------------------------------------------
Crystallex International Corporation has obtained an order from
the Ontario Superior Court of Justice (Commercial List) for
protection under the Companies' Creditors Arrangement Act (Canada)
(CCAA).  Ernst & Young Inc. was appointed monitor under the order.
Subject to the order, proceedings by creditors and others cannot
be continued or commenced without the consent of the Company and
the monitor, or leave of the court.

Management of the Company has been exploring financing
alternatives for some time, including a $120 million private
placement disclosed on October 11, 2011, in order to deal with the
liquidity crisis resulting from the $100 million senior unsecured
notes issued by the Company maturing on the date hereof.  Although
the Company has received proposals, none have been satisfactory
and discussions continue.  The order obtained permits Crystallex
to remain in possession and control of its property, carry on its
business and retain employees while the Company obtains additional
time to pursue its arbitration with the Bolivarian Republic of
Venezuela and complete financings in order to enable all its
creditors to be paid in full.

The Company currently has cash and cash equivalents and other
assets that are expected to be sufficient to fund its obligations
and budgeted expenditures until it obtains debtor-in-possession
financing.  The Company is currently pursuing DIP financing in
amounts sufficient to continue to finance the Company through the
CCAA proceedings.  Crystallex has received expressions of interest
from several parties who are interested in providing DIP financing
and intends to conclude negotiations for a DIP financing facility
within the next few weeks.

Effective no later than December 28, 2011, court filed documents
and other information regarding the CCAA proceedings will be
available on the Company's Web site at http://www.crystallex.com/
and on the monitor's Web site at http://www.ey.com/ca/crystallex

                       Venezuela Arbitration

Crystallex has been informed that the arbitral tribunal for its
claim against the Bolivarian Republic of Venezuela with respect to
the Las Cristinas Project has agreed upon a schedule of written
submissions from the parties and has set a hearing date of
November 11, 2013.  The Company is diligently advancing its
arbitration claim, while remaining receptive to settlement
alternatives with Venezuela.  The Company will continue to
vigorously pursue this claim while it remains under creditor
protection.

                           TSX Delisting

On December 7, 2011, the Toronto Stock Exchange determined that
the Company did not meet the Original Listing Requirements of the
Exchange and that the Company's shares will be delisted effective
at the close of market on January 6, 2012.  Management has no
current intentions to pursue alternative exchange listing options.
Crystallex shares will continue to trade in the US on the OTCQB
market.

                   About Crystallex International

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

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

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

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


DADDY'S JUNKY: Founder Works Out Bankruptcy Filing Process
----------------------------------------------------------
Cameron Kittle at Nashua Telegraph reports that Fred Bramante,
founder of Daddy's Junky Music in Boston, Massachusetts, still is
trying to work through the bankruptcy filing process with lawyers
and responding to customer concerns in a popular social networking
site.

According to the report, Daddy's Junky Music still hasn't filed
for bankruptcy after it abruptly closed its 12 New England stores
Oct. 26, 2011, but Mr. Bramante said he hopes to do so in the next
week.

The report says GE Capital, the retailer's financier, confirmed it
has received layaway information from Daddy's and is working to
check the records against inventory.  GE Capital has about 48,000
items in its possession.  The financier said it will honor layaway
contracts once it has a finalized list of the Daddy's inventory.

The report notes that, once Daddy's Junky Music files for
bankruptcy, customers with unspent gift certificates can fill out
a form to be listed as a creditor.

Daddy's Junky Music had four locations in New Hampshire: one in
Nashua on Daniel Webster Highway South and the others in
Manchester, Salem and Portsmouth.


DAVID BARLOW: Real Living Wins $300K Award in Cybersquatting Case
-----------------------------------------------------------------
District Judge Edmund A. Sargus, Jr., granted plaintiffs HER,
Inc., Real Living, Inc., Harley E. Rouda, Jr., Harley E. Rouda,
Sr., and Kaira Sturdivant-Rouda are entitled to statutory damages
in the amount of $120,000, attorneys' fees in the amount of
$172,356, and costs incurred for RE/MAX and David E. Barlow's
intentional, willful and deliberate violation of the anti-
cybersquatting provision under Sec. 43(d) of the Lanham Act, 15
U.S.C. Sec. 1125(d).  The case is HER, INC., et al., v. RE/MAX
FIRST CHOICE, LLC, et al., Case No. C2-06-492 (Bankr. S.D. Ohio).
A copy of the Court's Dec. 1, 2011 Opinion and Order is available
at http://is.gd/llNmY2from Leagle.com.

David E. Barlow filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Ohio Case No. 09-55130) in 2009.


DAVID DARNELL BROWN: Young Buck's Case Converted to Chapter 7
-------------------------------------------------------------
Judge George C. Paine II of the U.S. Bankruptcy Court in
Nashville, Tenn., converted Young Buck's (real name: David Darnell
Brown) Chapter 11 reorganization to a Chapter 7 liquidation last
week.

Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that the Court granted the request of the attorney
shepherding the rapper and driving force behind Cashville Records
through bankruptcy.  The trustee in the case, Jeanne Burton, said
in October that Young Buck did not have a viable shot at
reorganizing, after spending months reviewing Young Buck's
financial situation and helping him to craft a bankruptcy-exit
plan.

The Los Angeles Times reports that the trustee plans to sell the
trademarked "Young Buck" name, among other assets.

There will be a meeting for Young Buck's creditors on Jan. 30 in
Nashville.

In January 2011, a federal judge converted Young Buck's Chapter 13
bankruptcy proceedings to Chapter 11 bankruptcy proceeding.


DEE ALLEN RANDALL: Trapper Trails Seeks $280T for Contract Breach
-----------------------------------------------------------------
Trapper Trails Council of the Boys Scouts of America asks the U.S.
Bankruptcy Court for the District of Utah to compel Dee Allen
Randall to pay:

   1. for damages in an amount to be proven at trial, but not less
than $280,985, plus interest and all other incidental and
consequential amounts, including finance charges and costs to
collect the debt, for breach of the original contract;

   2. for treble damages equal to three times the amount of the
consideration paid by Trapper Trails as a part of the Debtor's
investment scheme;

   3. for punitive damages for the Debtors' wanton, willful,
malicious, intentional, and bad faith actions, in an amount to be
proven at trial;

   4. for injunctive relief requiring the Debtor to provide an
accounting of Trapper Trails' money;

   5. for a judgment of a nondischargeability of all debts owed to
Trapper Trails by the Debtor; and

   6. for reasonable costs and attorney's fees, in an amount to be
determined at trial or by affidavit.

Trapper Trails Council is a 501(c)(3) charitable organization
incorporated in the State of Utah.

Trapper Trails agreed to loan $200,000 to the Debtor.  Under the
terms of the promissory note, the Debtor agreed to pay Trapper
Trails a principal sum of $200,000, plus 12% per annum, by
Sept. 23 2011.

Trapper Trails noted that the Debtor did not invest Trapper
Trails' money in any real property.

Trapper Trails is represented by:

         David B. Stevenson, Esq.
         STEVENSON & SMITH, P.C.
         3986 Washington Blvd.
         Ogden, UT 84403
         Tel: (801) 399-9910
         Fax: (801) 399-9954
         E-mail: david@stevensonandsmith.com

                  About Dee Allen Randall et al.

Dee Allen Randall in Kaysville, Utah, filed for Chapter 11
bankruptcy (Bankr. D. Utah Case No. 10-37546) on Dec. 20, 2010, to
forestall creditors while he reorganized his finances.  His
companies include Horizon Mortgage & Investment, Horizon Financial
& Insurance Group and Horizon Auto Funding.  Judge R. Kimball
Mosier presides over the bankruptcy case.  The Debtor hired 1 On 1
Legal Services, P.L.L.C. as counsel.  In his petition, Mr. Randall
estimated $10 million to $50 million in assets and $1 million to
$10 million in debts.

Mr. Randall claims he was conducting a "legal Ponzi scheme," but
authorities are investigating him for possible violations of the
law in an operation that took in $65 million from 700 or so
investors.

Gil A. Miller was appointed as Chapter 11 trustee for Mr.
Randall's bankruptcy estate.  On Oct. 12, 2011, Mr. Miller placed
Mr. Randall's corporate entities -- Horizon Auto Funding, LLC,
Independent Commercial Lending LLC, Horizon Financial Center I
LLC, Horizon Mortgage and Investment Inc. and Horizon Financial
& Insurance Group Inc. -- in bankruptcy by filing separate
Chapter 11 petitions (Bankr. D. Utah Case Nos. 11-34826, 11-34830,
11-34831, 11-34833 and 11-34834).  Judge Joel T. Marker presides
over the 2010 and 2011 cases.  Michael R. Johnson, Esq., Brent D.
Wride, Esq., and David H. Leigh, Esq., at Ray Quinney & Nebeker
P.C., serve as counsel to the Chapter 11 Trustee.  Mr. Miller has
requested for the joint administration of Mr. Randall's and the
corporate Debtors' cases for procedural purposes.  The trustee
tapped Fabian & Clendenin as special counsel.


DELTA PETROLEUM: Can Hire Epiq as Claims and Notice Agent
---------------------------------------------------------
Delta Petroleum Corporation and its debtor-affiliates won
bankruptcy court authority to employ Epiq Bankruptcy Solutions,
LLC, as its claims, noticing and balloting agent.  The Debtors
said the large number of creditors and other parties-in-interest
in the Chapter 11 cases may impose administrative and other
burdens on the Court and the Clerk.  Epiq's engagement will
relieve the Court and the Clerk of these burdens.

On Dec. 13, 2011, the Debtors paid to Epiq a customary retainer of
$25,000.

Jennifer M. Meyerowitz, a Vice President and Senior Consultant at
Epiq, confirms that Epiq is a "disinterested person" within the
meaning of section 101(14) of the Bankruptcy Code.

                       About Delta Petroleum

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

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

W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A.
Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard &
Reed LLP, in New York, represent the Debtors as counsel.  Derek C.
Abbott, Esq., Ann C. Cordo, Esq., and Chad A. Fights, Esq., at
Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Del.,
represent the Debtors as co-counsel.  Conway Mackenzie is the
Debtors's restructuring advisor.  The petition was signed by Carl
E. Lakey, chief executive officer and president.


DELTA PETROLEUM: Hires Conway MacKenzie's John Young as CRO
-----------------------------------------------------------
Delta Petroleum Corporation seeks authority from the Bankruptcy
Court to employ:

     -- Conway MacKenzie Management Services, LLC, to provide
        restructuring management and advisory services; and

     -- John T. Young, Jr. -- JYoung@ConwayMacKenzie.com -- Conway
        MacKenzie's senior managing director, as the Debtors'
        Chief Restructuring Officer

Mr. Young was appointed CRO by the Debtors' board of directors
prior to the Petition Date.  Conway MacKenzie received a $100,000
retainer pre-bankruptcy from the Debtors.

For postpetition services, the Debtors propose to pay the firm's
personnel according to its hourly billing rates:

          John T. Young, Jr.                      $550
          Jeff N. Huddleston, Director at CMS     $475
          R. Seth Bullock, Director at CMS        $475
          Seth Barron, Director at CMS            $410
          Maggie Conner, Director at CMS          $390
          Carl Seidman, Senior Associate at CMS   $375

Mr. Young will be indemnified by the Debtors to the maximum extent
permitted by law, and will be covered by the Debtors' director and
officer liability insurance policy.

Conway MacKenzie, nationally recognized as one of the preeminent
turnaround firms, has advised companies with annual sales ranging
from $5 million to over $5 billion in a broad range of industries.

Mr. Young manages the Texas operations of Conway MacKenzie and is
a shareholder and member of the firm's Board of Directors.  Mr.
Young's casework includes serving as Chief Restructuring Officer
in a number of out-of court restructuring situations, including
serving as a financial advisor to Pacific Lumber and Scotia
Pacific while interim Chief Financial Officer of Scotia Pacific,
and serving as a senior member of the Winn-Dixie Stores
restructuring team.  He also served as an officer of Money's Foods
US Inc., a former subsidiary of Vlasic, while that company was in
bankruptcy.  Mr. Young's other experience includes work at Lone
Star Funds, a multi-billion dollar equity fund, and KPMG Peat
Marwick LLP.

                       About Delta Petroleum

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

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

W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A.
Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard &
Reed LLP, in New York, represent the Debtors as counsel.  Derek C.
Abbott, Esq., Ann C. Cordo, Esq., and Chad A. Fights, Esq., at
Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Del.,
represent the Debtors as co-counsel.  The Debtors selected Epiq
Bankruptcy Solutions, LLC as claims and noticing agent.  The
petition was signed by Carl E. Lakey, chief executive officer and
president.


DELTA PETROLEUM: Seeks to Seal Request to Cancel EnCana Contract
----------------------------------------------------------------
Delta Petroleum Corporation seeks court permission to walk away
from its Gas Gathering Agreement with EnCana Oil and Gas (USA)
Inc. dated Sept. 24, 2008.  The Gas Gathering Agreement sets forth
the terms and fees under which EnCana agreed to provide services
to Delta in exchange for Delta's agreement to produce and deliver
gas to EnCana at a designated receipt point for Gathering,
Processing and Treating and delivery back to Delta at a designated
redelivery point.  The Debtors said the Gas Gathering Agreement
contains burdensome terms that prospective purchasers of the
Debtors' assets have been unwilling to assume in connection with
any auction.  The Debtors also seek permission to file under seal
their motion to reject the Encana contract.

Hearing on the Rejection Motion is set for Jan. 11, 2012, at 2:30
p.m.

                       About Delta Petroleum

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

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

W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A.
Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard &
Reed LLP, in New York, represent the Debtors as counsel.  Derek C.
Abbott, Esq., Ann C. Cordo, Esq., and Chad A. Fights, Esq., at
Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Del.,
represent the Debtors as co-counsel.  Conway Mackenzie is the
Debtors's restructuring advisor.  The Debtors selected Epiq
Bankruptcy Solutions, LLC as claims and noticing agent.  The
petition was signed by Carl E. Lakey, chief executive officer and
president.


DELTA PETROLEUM: Court Limits Equity Trading to Preserve NOLs
-------------------------------------------------------------
On Dec. 19, 2011, the Bankruptcy Court entered an Interim Order
establishing notice, hearing and procedures in order to preserve e
Delta Petroleum Corporation and its subsidiaries' net operating
losses and certain other tax attributes.

Objections, if any, to final approval of the Interim Order must be
in writing and served on or before Jan. 4, 2012, at 4:00 p.m.
(ET); (b) be filed with the Clerk of the Bankruptcy Court; and (c)
be served as to be received on or before the Objection Deadline by
Hughes Hubbard & Reed LLP, counsel to the Debtors,

A final hearing on the motion will be held on Jan. 11, 2012, at
2:30 p.m.

A copy of the Notice of Order, as approved by the Interim Order,
setting forth the notice, hearing and procedures approved by the
Bankruptcy Court is available for free at:

                       http://is.gd/POgvjY

                      About Delta Petroleum

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

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

W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A.
Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard &
Reed LLP, in New York, represent the Debtors as counsel.  Derek C.
Abbott, Esq., Ann C. Cordo, Esq., and Chad A. Fights, Esq., at
Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Del.,
represent the Debtors as co-counsel.  Conway Mackenzie is the
Debtors's restructuring advisor.  The Debtors selected Epiq
Bankruptcy Solutions, LLC as claims and noticing agent.  The
petition was signed by Carl E. Lakey, chief executive officer and
president.


DELTA PETROLEUM: Receives Delisting Notice From Nasdaq
------------------------------------------------------
On Dec. 16, 2011, Delta Petroleum Corporation received notice from
the Nasdaq Listing Qualifications Staff stating that the Staff has
determined that the Company's securities will be delisted from The
Nasdaq Stock Market.  The Staff reached its decision under Nasdaq
Listing Rules 5101, 5110(b), and IM-5101-1 following the Company's
announcement that the Company and certain of its subsidiaries
filed the Chapter 11 Petitions.  The notice further stated that
unless the Company requests an appeal of the Staff's
determination, trading of the Company's common stock will be
suspended at the opening of business on Dec. 28, 2011, and a Form
25-NSE will be filed with the Securities and Exchange Commission,
which will remove the Company's securities from listing and
registration on Nasdaq.  The Company does not intend to request an
appeal.

                      About Delta Petroleum

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

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

W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A.
Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard &
Reed LLP, in New York, represent the Debtors as counsel.  Derek C.
Abbott, Esq., Ann C. Cordo, Esq., and Chad A. Fights, Esq., at
Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Del.,
represent the Debtors as co-counsel.  Conway Mackenzie is the
Debtors's restructuring advisor.  The Debtors selected Epiq
Bankruptcy Solutions, LLC as claims and noticing agent.  The
petition was signed by Carl E. Lakey, chief executive officer and
president.


DEX MEDIA EAST: Bank Debt Trades at 55% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 45.17 cents-on-
the-dollar during the week ended Friday, Dec. 23, 2011, a drop of
0.67 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 250 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 24, 2014.  The
loan is one of the biggest gainers and losers among 136 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

               About R.H. Donnelley & Dex Media East

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun &
Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the U.S.
It offers print directory advertising products, such as yellow
pages and white pages directories.  R.H. Donnelley Inc., Dex
Media, Inc., and Local Launch, Inc., are the company's only direct
wholly owned subsidiaries.

Dex Media East LLC is a publisher of the official yellow pages and
white pages directories for Qwest Communications International
Inc. in the states, where Qwest is the primary incumbent local
exchange carrier, such as Colorado, Iowa, Minnesota, Nebraska, New
Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media, Inc., filed for
Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through
09-11852) on May 28, 2009, after missing a $55 million interest
payment on its senior unsecured notes.  James F. Conlan, Esq.,
Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork,
Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago,
represented the Debtors in their restructuring efforts.  Edmon L.
Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor LLP, in Wilmington, Delaware, served as the
Debtors' local counsel.  The Debtors' financial advisor was
Deloitte Financial Advisory Services LLP while its investment
banker was Lazard Freres & Co. LLC.  The Garden City Group, Inc.,
served as claims and noticing agent.  The Official Committee of
Unsecured Creditors tapped Ropes & Gray LLP as its counsel, Cozen
O'Connor as Delaware bankruptcy co-counsel, J.H. Cohn LLP as its
financial advisor and forensic accountant, and The Blackstone
Group, LP, as its financial and restructuring advisor.  The
Debtors emerged from Chapter 11 bankruptcy proceedings at the end
of January 2010.


DOLLAR THRIFTY: S&P Raises Corporate Credit Rating to 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Tulsa,
Okla.-based value car renter Dollar Thrifty Automotive Group Inc.,
including raising the corporate credit rating to 'B+' from 'B'.

"The upgrade reflects Dollar Thrifty's sustained improved
operating and financial performance over the past year, despite
relatively flat revenues," said Standard & Poor's credit analyst
Betsy Snyder.

Standard & Poor's also removed all ratings from CreditWatch,
where it had initially placed them with positive implications on
April 26, 2010, after Hertz Global Holdings Inc. (parent of
competitor Hertz Corp.) signed a definitive agreement to acquire
DTAG, which DTAG's shareholders rejected Sept. 30, 2010.  Hertz
made a subsequent bid to acquire DTAG on May 9, 2011; it withdrew
its exchange offer to acquire DTAG's shares on Oct. 27, 2011, but
indicated it was still interested in acquiring DTAG.

The outlook is stable. "Even if Hertz ultimately acquires DTAG, we
would likely affirm our ratings, unless the acquisition is
substantially debt-financed, resulting in weaker pro forma credit
ratios for the combined entity," Ms. Snyder said.

Standard & Poor's expects Dollar Thrifty to continue to generate
consistent credit metrics through 2012.


DONALD KAMELA: OneWest Bank Wins Dismissal of Lawsuit
-----------------------------------------------------
District Judge G. Murray Snow granted the motion by OneWest Bank,
FSB, to dismiss the lawsuit filed by Donald W. Kamela and Sierra
W. Kamela, pursuant to a Dec. 19, 2011 Order available at
http://is.gd/M5Tr8Rfrom Leagle.com.  Judge Snow denied the
plaintiffs' motion to strike OneWest Bank's Motion to Dismiss.
Donald W. Kamela and Sierra W. Kamela filed for Chapter 11
bankruptcy protection on Nov. 16, 2009, to halt a foreclosure sale
of their property.  The case is Donald W. Kamela and Sierra W.
Kamela, v. One West Bank FSB, et al., No. CV-11-1357-PHX-GMS (D.
Ariz.).


DUNE ENERGY: S&P Says Exchange Offer Tantamount to Default
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dune Energy Inc. to 'SD' (selective default) from 'CC'.

"We also lowered the company's issue-level ratings to 'D' from
'CC', reflecting its completion of an exchange offer for 99% of
its $300 million 10.5% senior notes due 2012. Concurrently, we are
dropping our unsolicited corporate credit rating and issue-level
rating on Dune Energy Inc. because Dune's publicly rated debt is
below our $200 million threshold for maintaining a rating," S&P
said.

"The rating actions follow the company's announcement that it has
completed the exchange offer for its 10.5% senior notes due 2012,
which we consider a distressed exchange and tantamount to a
default," said Standard & Poor's credit analyst Stephen Scovotti.
"Holders of $297 million of principle amount of the senior secured
notes exchanged their 10.5% senior secured notes for common stock,
which in the aggregate constitute 97.0% of Dune's common stock
post-restructuring, and approximately $49.5 million of newly
issued floating rate senior secured notes due 2016. We consider
the completion of such an exchange to be a distressed exchange
and, as such, tantamount to a default under our criteria."

As a component of the restructuring, and with the requisite
consent of its preferred stockholders, all of Dune's 10% senior
redeemable convertible preferred stock was converted into $4
million in cash and shares of common stock constituting
approximately 1.6% of Dune's common stock on a post-restructuring
basis.

"We are also dropping our unsolicited corporate credit rating and
issue level rating on Dune Energy, Inc. Given that the public debt
at Dune Energy Inc. is less than $200 million, we are no longer
required to maintain a rating," S&P said.


EAST PROVIDENCE, RI: S&P Cuts GO Bond Rating to 'BB+'
-----------------------------------------------------
Standard & Poor's Ratings Services has lowered its long-term
rating on East Providence, R.I.'s general obligation (GO) bonds to
'BB+' from 'BBB+'. At the same time, Standard & Poor's placed
the rating on CreditWatch with developing implications.

"The downgrade reflects the city's recent inability to sell its
intended amount of cash flow notes -- the city was only able to
sell a smaller amount -- which leads to uncertainty about whether
East Providence can fulfill its annual cash flow needs through an
upcoming note sale," said Standard & Poor's credit analyst Henry
Henderson. The downgrade also reflects the city's continued
difficulty in balancing its budget and producing a plan to
strengthen its negative financial position, as confirmed by the
state-appointed fiscal overseer appointed to the city," S&P said.

"The CreditWatch placement is due to the city's uncertain cash
flow situation. If East Providence is able to fulfill its annual
cash flow needs, which city officials expect to accomplish with a
tax anticipation note (TAN) sale planned for January 2012 -- and
the state-appointed budget commission is successful in improving
the city's short- and long-term finances, we could raise the
rating to investment-grade. Conversely, if the city is unable to
fulfill its cash flow needs, the rating would likely fall
further," S&P said.

The long-term ratings reflect Standard & Poor's assessment of East
Providence's:

    Negative unreserved general fund balance and strained
    liquidity;

    Low pension funded ratios and less than full actuarial
    required contribution (ARC) pension funding; and

    High unemployment and recent tax base declines.

These weaknesses are somewhat offset by:

    Good income levels; and
    Low debt position.

"The CreditWatch placement is due to the city's uncertain cash
flow situation. If East Providence is able to fulfill its annual
cash flow needs, which city officials expect to accomplish with a
TAN sale planned for January 2012, and the state-appointed budget
commission is successful in improving the city's short- and long-
term finances, we could raise the rating to investment-grade.
Conversely, if the city is unable to fulfill its cash flow needs,
the rating would likely fall further," S&P said.


ENDURANCE INT'L: S&P Rates $400-Mil. Credit Facility at 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating to Burlington, Mass.-based Endurance International Group
Inc.'s $400 million senior secured facility, comprising a $50
million revolver due 2016 and a $350 million term loan due 2017.
"We also assigned a recovery rating of '3' to the debt, indicating
our expectation of meaningful (50% to 70%) recovery for
debtholders in the event of a payment default," S&P said.

The 'B' corporate credit rating and stable outlook on Endurance
remain unchanged.

"Standard & Poor's expects that Endurance will generate good free
operating cash flow and that revenue and EBITDA measures will
improve over the next 12 months as the company fully benefits from
recent acquisitions and associated purchase accounting adjustments
are normalized. In addition, we expect that the company will apply
a modest portion of excess cash flows to reduce funded debt over
the same period. However, the rating reflects its acquisition-
driven growth, its focus on the small-to-midsize business market
in a softening economy, and what we view as an 'aggressive'
financial risk profile (as defined in our criteria)," S&P said.

Ratings List

Endurance International Group Inc.
Corporate Credit Rating                     B/Stable/--

New Ratings

Endurance International Group Inc.
Senior Secured
  $350 mil 1st-lien term bank ln due 2017  B
   Recovery Rating                           3
  $50 mil revolver bank ln due 2016        B
   Recovery Rating                           3


ENERGY FUTURE: TXU Bank Debt Trades at 37% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 62.97 cents-on-the-dollar during the week
ended Friday, Dec. 23, 2011, a drop of 1.07 percentage points from
the previous week according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  The Company pays 450
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Oct. 10, 2017, and carries Moody's B2 rating and
Standard & Poor's CCC rating.  The loan is one of the biggest
gainers and losers among 136 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                         About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.  The Company
delivers electricity to roughly three million delivery points in
and around Dallas-Fort Worth.  EFH Corp. was created in October
2007 in a $45 billion leverage buyout of Texas power company TXU
in a deal led by private-equity companies Kohlberg Kravis Roberts
& Co. and TPG Inc.

Energy Future Holdings Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $710 million on $2.32 billion of operating revenues
for the three months ended Sept. 30, 2011, compared with a net
loss of $2.90 billion on $2.60 billion of operating revenue for
the same period during the prior year.

The Company also reported a net loss of $1.77 billion on $5.67
billion of operating revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $2.97 million on $6.59 billion
of operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $44.02
billion in total assets, $51.68 billion in total liabilities and a
$7.66 billion total deficit.

                           *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


ENERGY FUTURE: TXU Bank Debt Trades at 30% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 69.75 cents-on-the-dollar during the week
ended Friday, Dec. 23, 2011, a drop of 1.10 percentage points from
the previous week according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  The Company pays 350
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Oct. 10, 2017, and carries Standard & Poor's CCC
rating.  The loan is one of the biggest gainers and losers among
136 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                         About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.  The Company
delivers electricity to roughly three million delivery points in
and around Dallas-Fort Worth.  EFH Corp. was created in October
2007 in a $45 billion leverage buyout of Texas power company TXU
in a deal led by private-equity companies Kohlberg Kravis Roberts
& Co. and TPG Inc.

Energy Future Holdings Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $710 million on $2.32 billion of operating revenues
for the three months ended Sept. 30, 2011, compared with a net
loss of $2.90 billion on $2.60 billion of operating revenue for
the same period during the prior year.

The Company also reported a net loss of $1.77 billion on $5.67
billion of operating revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $2.97 million on $6.59 billion
of operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $44.02
billion in total assets, $51.68 billion in total liabilities and a
$7.66 billion total deficit.

                           *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


ENTERGY CORP: Moody's Affirms New Orleans Unit's Ba2 Rating
-----------------------------------------------------------
Moody's affirmed the ratings of Entergy Corporation (Entergy, Baa3
Senior Unsecured), Entergy Arkansas, Inc. (EA, Baa2 Issuer Rating)
Entergy Louisiana, LLC (EL, Baa2 Senior Unsecured), Entergy
Mississippi (EM, Baa3 Issuer Rating), Entergy New Orleans, Inc.
(ENO, Ba2 Issuer Rating) and Entergy Texas, Inc. (ET, Ba1 Issuer
Rating,). All outlooks remain stable.

RATINGS RATIONALE

"While we remain concerned that Entergy's primary liquidity
facility will expire in under nine months, we believe that bank
markets remain open to the company," said Bill Hunter, VP and
Senior Analyst. "We also expect that Entergy's metrics will remain
appropriately strong for its rating despite Moody's projections
that cash flows from its merchant nuclear business will decline
due, in part, to generally improved cash flows at the regulated
utilities since 2009."

Entergy's Baa3 rating reflects financial and cash flow coverage
metrics that are strong for the rating category, a diverse
business mix that includes regulated utilities in the Gulf region
(all have stable rating outlooks and most demonstrate gradually
improving regulatory relations) and an unregulated nuclear
business concentrated in the Northeast. These credit strengths are
balanced against challenges at the non-utility nuclear business
(declining power prices and relicensing challenges), an emphasis
on shareholder returns, a history of strategic initiatives that
have at times diverted management's attention away from the core
utility and power generation businesses, a utility service
territory spanning a large portion of the storm-exposed Gulf Coast
and lower Mississippi valley, and a syndicated revolving credit
facility that expires in less than nine months.

Entergy has received moderately positive rate decisions that have
improved metrics since 2009. In addition, the utility operating
companies have generally been able to issue securitization bonds
to finance storm repair costs (albeit with some haircuts in Texas,
and varying amounts of regulatory lag). At EM, a March 2010 rate
order provided more flexibility for formula revenue increases
before a review by the commission is required. In Texas, a 2009
rate settlement provided a base rate increase of $59 million
beginning August 2010 and $9 million beginning May 2011. ET
recently filed for a base rate increase, the outcome of which will
be important to Moody's assessment of that utility's ability to
recover costs and earn a reasonable return.

Potential challenges for Entergy at its utility operating
companies include maintaining and improving regulatory relations
during the expected break-up of the System Agreement, as well as a
proposal for the utility operating companies to join MISO (which
would remove state jurisdiction over the transmission system), and
a proposed sale of the transmission assets to ITC Holdings Corp.
(Baa2 Senior Unsecured, Stable Outlook). Challenges for the
merchant nuclear fleet include the re-licensing of plants
(especially in Vermont and New York) and decreasing market prices
driven by abundant natural gas from shale formations.

Ratings Affirmed:

Issuer: Entergy Corporation

Issuer Rating: Baa3

Senior Unsecured: Baa3

Outlook: Stable

Issuer: Entergy Arkansas, Inc.

Issuer Rating: Baa2

First Mortgage Bonds: A3

Senior Unsecured: Baa2

Preferred Stock: Ba1

Outlook: Stable

Issuer: Entergy Louisiana, LLC

Issuer Rating: Baa2

First Mortgage Bonds: A3

Senior Unsecured: Baa2

Preferred Stock: Ba1

Outlook: Stable

Issuer: Entergy Mississippi

Issuer Rating: Baa3

First Mortgage Bonds: Baa1

Preferred Stock: Ba2

Outlook: Stable

Issuer: Entergy New Orleans, Inc.

Issuer Rating: Ba2

First Mortgage Bonds: Baa3

Preferred Stock: B1

Outlook: Stable

Issuer: Entergy Texas, Inc.

Issuer Rating: Ba1

First Mortgage Bonds: Baa2

Outlook: Stable

Moody's would not consider any upward movement in the ratings of
Entergy or its subsidiaries until the syndicated revolving credit
is renewed successfully. Subsequently, Entergy's rating could be
raised if it were to pay down a substantial portion of its parent
company debt, or if the consolidated company were to exhibit
robust financial ratios, including CFO pre-working capital plus
interest to interest above 5.0x and CFO pre-working capital to
debt above 22% on a sustained basis from cash flows that Moody's
would consider to be low-volatility.

Entergy's rating could be lowered if there were undue delays in
the revolver renewal process or if bank market liquidity were to
change materially before the revolver is renewed, if there were an
increase in the aggregate level of debt at the parent company or
any non-utility business segment, if either a major nuclear unit
license extension were denied or if major increases in non-utility
nuclear capital expenditures were required that (in either
scenario) caused a material change in Moody's expectations of
Entergy's future consolidated cash flow metrics, if there were a
material decline in liquidity (for instance from unexpected
outcomes of hedging activity), if one or more of Entergy's major
utility subsidiaries experienced financial stress, or if the
company's consolidated cash flow coverage metrics were to
deteriorate significantly for an extended period, including CFO
pre-working capital plus interest to interest below 4.0x and CFO
pre-working capital to debt below 17%.

The principal methodology used in this rating was Regulated
Electric and Gas Utilities published in August 2009.


EQUIPMENT ACQUISITION: Bank Accord Pushes for Suit v. Auditor
-------------------------------------------------------------
District Judge Elaine E. Bucklo affirmed a bankruptcy court order
approving a settlement agreement between William A. Brandt, Jr.,
the Plan Administrator for Equipment Acquisition Resources, Inc.,
and Republic Bank of Chicago, which provides that (1) EAR and
Republic Bank will continue to prosecute their respective lawsuits
against VonLehman & Company, Inc., EAR's outside auditor, for
accounting malpractice and negligence, but will cooperate with one
another in the prosecution; (2) the proceeds of either of those
lawsuits will be divided up between EAR and Republic Bank; (3) Mr.
Brandt has no objection to the allowance of Republic Bank's filed
Proof of Claim, but Republic Bank waives its claim to post-
petition interest and attorney's fees; and (4) the language of the
parties' Lease Modifications will be corrected to reflect that EAR
granted Republic Bank a blanket lien on EAR's assets, subject to a
"Lien Carve-Out."

The parties further agreed that the "Lien Carve-Out includes, but
is not limited to, any and all claims which EAR and/or Brandt have
against (i) the United States of America, Internal Revenue
Service; (ii) Rio Properties, Inc., Harrah's Entertainment, Inc.,
Luxor Hotel and Casino, and Wynn Las Vegas LLC or any other
casinos; (iii) governmental or other entities which received
restitution payments; and (iv) FTI Consulting Inc."

Republic Bank is the assignee of Alliance Commercial Capital,
Inc.'s rights, title and interest in five equipment leases entered
in 2008 with EAR.  The Debtor and Republic Bank modified each of
the leases in 2009.  EAR agreed to pay roughly $4.6 million due
under the leases and the parties agreed that EAR would give
Republic Bank a blanket security interest in all of EAR's assets.

EAR sued its outside auditors, VonLehman and its president and
shareholder, Brian Malthouse -- bmalthouse@vlcpa.com -- for
accounting malpractice/negligence.  EAR had previously agreed to
settle its claims against VonLehman and Malthouse through a
settlement agreement, but the bankruptcy court denied EAR's
request to approve the settlement due to the objections of First
Premier and other creditors.  Republic Bank had also filed a
lawsuit against VonLehman based on representations made by
VonLehman to Republic Bank.

EAR also sued Republic Bank seeking the avoidance and recovery of
an alleged fraudulent transfer, a declaratory judgment rejecting
Republic Bank's assertion of a lien over EAR's assets and an
injunction against Republic Bank's prosecution of its lawsuit
against VonLehman.  Mr. Brandt subsequently filed an amended
complaint, and Republic Bank moved to dismiss all counts of EAR's
amended adversary complaint.

In affirming the Republic Bank settlement, the District Court
rejected an appeal filed by First Premier Capital LLC n/k/a
Commend Capital, LLC, to the deal.  First Premier is one of the
parties in an action pending in the Circuit Court of Cook County
wherein nearly all of EAR's creditors are engaged in a process to
divide sale proceeds among them.  EAR had abandoned its assets in
bankruptcy and the abandoned equipment was subsequently sold at
auction.  First Premier is a purported EAR creditor.

In her Dec. 19, 2011 memorandum opinion and order available at
http://is.gd/gOqHyyfrom Leagle.com, Judge Bucklo cited the
benefits that the settlement provides to the bankruptcy estate:

     -- While the estate gave up its $4.6 million fraudulent
        transfer claim against Republic Bank, the lien carve-out
        has resulted in an additional $3.2 million for the estate
        and the estate also has a judgment against the United
        States Internal Revenue Service for an additional
        $871,608;

     -- Mr. Brandt has filed 60 new lawsuits which have potential
        recoveries in the millions of dollars.  The collections
        from those lawsuits, pursuant to the settlement, would
        directly benefit the estate;

     -- The estate will share in any recoveries by Republic Bank
        against VonLehman.  This is significant for the estate
        because Republic Bank's lawsuit against VonLehman was
        filed first and VonLehman has a "wasting insurance
        policy."  Thus the settlement makes it much more likely
        that the estate will share in any recoveries from
        VonLehman;

     -- With respect to the reformation issue, the estate did not
        lose any value in agreeing to amend the Lease
        Modifications, as it had already abandoned its assets; and

     -- While not given a value by the bankruptcy judge, the
        estate benefited greatly by avoiding the time, effort and
        expense of protracted litigation against Republic Bank.

The case before the District Court is FIRST PREMIER CAPITAL LLC
n/k/a COMMEND CAPITAL, LLC, Appellant, v. WILLIAM A. BRANDT, JR.,
acting solely in his capacity as Plan Administrator for EQUIPMENT
ACQUISITION RESOURCES, INC., Appellee, No. 11 C 6249 (N.D. Ill.).

                  About Equipment Acquisition

Palatine, Illinois-based Equipment Acquisition Resources, Inc.,
operated in the semiconductor equipment sales and servicing
industry, and engaged in a massive fraud from 2005 to 2009.  That
fraud included, but was not limited to, selling semiconductor
equipment at inflated prices, leasing the equipment back,
misrepresenting the value of the equipment, and pledging certain
pieces of equipment multiple times to various creditors to secure
financing.  It owned 2,000 pieces of semiconductor manufacturing
equipment.

First Premier Capital LLC, claiming to be owed $20 million,
alleged that the scheme has cost creditors up to $175 million.

EAR filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill.
Case No. 09-39937) on Oct. 23, 2009.  Barry A. Chatz, Esq., at
Arnstein & Lehr LLP, served as the Company's counsel.  The Company
estimated $10 million to $50 million in assets and $100 million to
$500 million in liabilities in its petition.  Unsecured creditors
were owed about $102 million.

On July 15, 2010, the Court approved the Debtor's Second Amended
Plan of Liquidation.  William A. Brandt, Jr., the Debtor's chief
restructuring officer, was named Plan Administrator.


FCC HOLDINGS: S&P Lowers Issuer Credit Rating to 'CCC'
------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term issuer
credit and senior unsecured ratings on FCC Holdings LLC (First
Capital) to 'CCC' from 'B-'. The ratings remain on CreditWatch,
where they were placed with negative implications on Nov. 4,
2011.

"The downgrade reflects the deterioration in First Capital's loan
portfolio in 2011. We expect that credit impairments in the fourth
quarter will lead to a significant net loss for 2011," said
Standard & Poor's credit analyst Rian Pressman. "Moreover, a
substantial net loss in fourth-quarter 2011 is likely
to trigger the violation of covenants associated with First
Capital's secured or unsecured debt, if not amended or modified."

In particular, First Capital's $100 million senior notes have a
tangible net worth covenant of $160 million. As of Sept. 30, 2011,
First Capital had tangible equity of about $186 million.

"If we expect the company will be unable to amend its secured or
unsecured debt covenants, we could lower our rating by one notch
or more. We could remove the ratings from CreditWatch and affirm
them at their current level if management amends the debt
covenants. An upgrade depends on First Capital reducing its
higher-risk credit exposures, including larger loans and loans
primarily secured by noncore collateral, including contractually
recurring revenue and equipment," S&P said.


FENTON SUB: Cash Collateral Hearing Continued Until Jan. 4
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota has
continued until Jan. 4, 2012, at 2:00 p.m., the hearing to
consider Fenton Sub Parcel D LLC's request to access cash
collateral.

As reported in the Troubled Company Reporter on Dec. 14, 2011, the
Debtor sought permission to use cash collateral in which Wells
Fargo Bank, N.A. -- as trustee for the registered holders of J.P.
Morgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2004-LN2 -- asserts an
interest.  The Debtors' authorization to use cash collateral will
expire on Dec. 31, 2011.

The Debtor related that prepetition, it incurred financing for the
Pool D Properties -- six parcels of real property located in
Anoka, Dakota, and Hennepin Counties, Minnesota -- from Nomura
Credit and Capital, Inc., in the amount of $11,604,000.  Pursuant
to an Amended and Restated Promissory Note dated April 12, 2007,
the Debtors assumed the First Mortgage Debt.  The principal on the
First Mortgage Debt has been paid down by over $1 million to date.

On Aug. 20, 2004, Nomura endorsed the promissory note and assigned
the Mortgage and the Assignment of Leases to the lender.

The lender asserted that, as of the petition date, the total
amount owed by Debtors to the lender was $10,341,107, including
interest, fees, and costs.  The lender stated that, as of Oct. 31,
2011, the total amount owed to lender was $10,899,994, while the
Court's determined value of the lender's collateral is only
$10,668,000.

As adequate protection for any diminution in value of the lender's
collateral, the Debtors will grant the lender a replacement lien
on postpetition rents.  The Debtors relate that their use of the
cash collateral to maintain the value of the Pool D Properties is
sufficient to meet the adequate protection requirements of the
Bankruptcy Code.

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

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

        About Fenton Sub Parcel D and Bowles Sub Parcel D

Fenton Sub Parcel D LLC and Bowles Sub Parcel D LLC jointly own
industrial multi-tenant properties located in the Twin Cities.
They are controlled by StoneArch II/WCSE Minneapolis Industrial
LLC.  StoneArch is the 100% member of Bowles Subsidiary, LLC and
of Fenton Subsidiary LLC.  Bowles Subsidiary LLC is then the 100%
member of Bowles Sub Parcel D LLC, and Fenton Subsidiary LLC is
the 100% member of Fenton Sub Parcel D, LLC.

In 2007, StoneArch acquired various LLCs, which in turn owned 27
industrial multi-tenant properties located in the Twin Cities.
The properties were divided into four separate pools: A, B, C, and
D.  Fenton Sub Parcel D and Bowles Sub Parcel D jointly own the
properties in pool D.  As tenants in common, Fenton Sub Parcel D
has an undivided 74.5394% interest and Bowles Sub Parcel D has an
undivided 25.4606% interest.  The Pool D Properties consist of six
parcels of real property located in Anoka, Dakota, and Hennepin
Counties, Minnesota.  The Debtors expect the Pool D Properties to
be worth $13,135,656 as of the Petition Date.

Although they are two separate legal entities, Fenton Sub Parcel D
and Bowles Sub Parcel D have consistently been treated as one
enterprise.  Hoyt Properties, Inc., acts as agent in managing the
Pool D Properties.

Fenton Sub Parcel D and Bowles Sub Parcel D filed for Chapter 11
bankruptcy (Bankr. D. Minn. Case Nos. 11-44430 and 11-44434) on
June 29, 2011.  The Debtors' petitions were signed by Steven Bruce
Hoyt, chief manager, who is also a debtor (Bankr. D. Minn. Case
No. 11-43816).  He is separately represented by Michael C. Meyer,
Esq., at Ravich Meyer Kirkman McGrath & Nauman, P.A.

The cases were originally assigned to Judge Dennis D. O'Brien and
reassigned to Judge Robert J. Kressel as the cases are related to
the Hoyt case, which was filed earlier before Judge Kressel.

Cynthia A. Moyer, Esq., James L. Baillie, Esq., and Sarah M.
Gibbs, Esq., at Fredrikson & Byron, PA, represent the Debtors.


FILENE'S BASEMENT: Equity Panel Answers Disbandment Motion
----------------------------------------------------------
The Official Committee of Syms Corp. Equity Security Holders asks
the U.S. Bankruptcy Court for the District of Delaware to deny the
motion of the Official Committee of Unsecured Creditors to (a)
disband the Equity Committee or, alternatively, (b) limit the
scope of duties and fees and expenses which may be incurred by the
Equity Committee.

As reported in the Troubled Company Reporter on Dec. 2, 2011, the
unsecured creditors of Syms Corp. and Filene's Basement LLC urged
the Court to immediately disband the Equity Committee, saying that
the Equity Committee is too cozy with the company's leadership
because managers and directors own so much Syms stock.

According to the Equity Committee:

   1. the U.S. Trustee's appointment of an Equity Committee can be
      reviewed only for an abuse of discretion;

   2. the Creditors Committee effectively concedes that the
      U.S. Trustee did not abuse her discretion in appointing the
      Equity Committee;

   3. an equity committee is necessary to adequately represent
      Syms equity security holders;

   4. Syms' Equity Holders are not otherwise adequately
      represented; and

   5. the benefits of adequate representation outweigh the costs.

In a separate filing, Roberta A. DeAngelis, the U.S. Trustee for
Region 3, asserts that the Creditors' Committee has failed to
demonstrate that the U.S. Trustee abused her discretion by
appointing the Equity Committee.

                     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 2011 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 the separation of the
Syms and Filene's Basement bankruptcy estates.  An official
committee of Syms shareholders has been appointed.

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


FILENE'S BASEMENT: Syms Wants Examiner to Probe Directors' Actions
------------------------------------------------------------------
Syms Corp. and its affiliated debtors ask the U.S. Bankruptcy
Court for the District of Delaware to appoint an examiner.

The examiner will investigate possible estate causes of action
against their directors and officers, and others as the examiner
might determine, for breach of fiduciary duty, mismanagement,
waste and any similar claims arising out of the directors' and
officers' stewardship of the Debtors prior to the petition date.
The investigation would cover the time period from June 2009, when
Syms acquired the assets and business of its Debtor subsidiary,
Filene's Basement LLC, until Nov. 2, 2011, the date the Debtors
commenced these chapter 11 cases.

The Debtors related that Esopus Creek Value Series Fund LP, the
chair of the Official Committee of Syms Corp. Equity Security
Holders, has made statements, including in state court litigation,
alleging purported prepetition mismanagement of Syms.

Esopus is a minority shareholder of Syms.  According to certain of
its public filings, it owns 1.76% of Syms stock.  It has long
criticized Syms in the press, at shareholders meetings and in
litigation.  Shortly before the petition date, Esopus filed a
complaint against Syms in New Jersey state court.  In its
Complaint, Esopus stated that it sought "to examine the books and
records and minutes of Syms in order to investigate potential
mismanagement of Syms and to investigate filing a derivative
action due to Syms' failure to maximize shareholder value."

The Debtors assert that the appointment of an examiner will, among
other things:

   1. enable the Debtors move quickly towards formulation of a
      plan of reorganization or liquidation;

   2. provide a neutral, cost-effective assessment that other
      parties in the case and the Court can rely upon;

   3. conserve estate expenses.

The Debtors set a Dec. 28, 2011 hearing at 3:00 p.m. (ET) on their
request for an examiner.

                     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 2011 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 the separation of the
Syms and Filene's Basement bankruptcy estates.  An official
committee of Syms shareholders has been appointed.

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


FILENE'S BASEMENT: Dec. 23 Auction Cancelled
--------------------------------------------
Thomas Grillo at Boston Business Journal reports that Syms Corp.
and its subsidiary Filene's Basement LLC canceled their scheduled
auction on Dec. 23, 2011.

According to the report, a hearing is scheduled in U.S. Bankruptcy
Court in Delaware on Dec. 28, 2011, for a judge to approve any
lease sales.  At the same hearing, the official shareholders'
committee is expected to oppose a settlement agreement with the
landlord at 530 Fifth Ave. in Manhattan, a property where Syms
signed a lease last year intending to open a store.

The report relates that, if approved, Syms would pay $2.6 million
to the landlord as a lease-termination fee, together with $700,000
to the real estate broker.  The shareholder's committee contends
Syms failed to make the case for settlement.  The equity holders
believe the lease should've been included in the now-canceled
lease auction.

The report, citing court documents, the equity committee said the
landlord is obliged to sell the building for more than $400
million.  The committee said it's "possible" the Syms lease is
below market and thus could be sold.  The committee also disputes
Syms' argument that damages for breach of the lease could have
been as much as $8.4 million without the settlement.

               About Filene's Basement & Syms Corp.

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

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

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

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

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

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

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

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

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

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

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

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


FLEETPRIDE CORP: S&P Raises Corporate Credit Rating to 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services removed its ratings on The
Woodlands, Texas-based FleetPride Corp. from CreditWatch with
positive implications, where they were placed Nov. 15, 2011, and
raised its corporate credit rating to 'B+' from 'B'.

At the same time, the '3' recovery and 'B+' issue-level ratings on
the company's $45 million revolver and $370 million term loan
remain unchanged.

"Our ratings on FleetPride reflect our view that the company's
leverage will move in line with our expectations for the current
rating of leverage below 5x," said Standard & Poor's credit
analyst Lawrence Orlowski, "and that the maturity profile is
improved because of its recently completed refinancing."

"We believe demand for heavy-duty truck parts continues to rise,
in part because of a modest recovery in the economy and the
historically high average age of the truck fleets, which increases
the need for maintenance and replacements parts. Moreover, as
revenue has increased, profitability has expanded through the
company's ability to control operating costs, contributing to
improving credit measures. Consequently, while FleetPride's
financial risk profile remains 'aggressive' (as we define the
term), we expect leverage to fall below 5x and that the company
can generate free cash flow of around $30 million in 2011," S&P
said.

"The ratings on private-equity-owned FleetPride reflect our view
of its aggressive capital structure, narrow scope of operations
and small size. FleetPride is the largest independent distributor
of aftermarket heavy-duty-truck and trailer parts in the U.S.; we
believe its revenues are more than 2.5x those of its next-largest
competitor, but its market share is still only about 4% of the
very fragmented market. FleetPride is the only truck parts
distributor with a substantial national presence and comprehensive
product offering, serving many customers in diverse end markets.
This offers some protection if adverse circumstances affect a
single customer or market segment," S&P said.

"Our rating outlook on FleetPride is stable. We expect demand for
truck parts will move in line with economic activity and that the
economy will continue to recover, but at a gradual pace.
Consequently, we see adjusted EBITDA increasing and therefore we
expect leverage to decline to less than 5x on a sustained basis,
in line with our expectations for the current rating," S&P said.

"We are unlikely to raise the rating as long as the company
remains controlled by a financial sponsor, because of our
assumption that financial policies will remain focused on
returning capital to the owners," S&P said.

"We could lower the ratings if demand begins to fall again rather
than stabilize, if pricing becomes depressed, or if operational
inefficiencies arise that significantly weaken the company's
credit measures. For instance, we could lower the ratings if we
believe debt to EBITDA will move above 6x on a sustained basis or
if the covenant cushion erodes. This could occur if revenue grew
less than 5% and gross margins moved below 33% in 2011. We could
also lower the ratings if the company begins to use cash in its
operations because of lower demand, instead of generating cash by
managing working capital or if the company were to add debt to pay
a dividend to its financial sponsor," S&P said.


GARLOCK SEALING: Court Okays FTI Consulting as Financial Advisor
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina authorized Garlock Sealing Technologies LLC to employ FTI
Consulting, Inc. as financial advisors.

Upon retention, the firm will, among other things:

   -- assist the Debtors in the preparation of financial related
      disclosures required by Court;

   -- assist the Debtors in the preparation of financial
      information for distribution to creditors and others,
      including, but not limited to, cash flow projections and
      budgets, cash receipts and disbursement analysis, analysis
      of various assets and liability accounts, and analysis of
      proposed transactions for which Court approval is sought;

   -- assist in the preparation of information and analysis
      necessary for the confirmation of a plan in the chapter 11
      proceedings.

Timothy J. Dragelin, a senior managing director of FTI Consulting,
attests the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

The firm's rate is $480 per hour plus reimbursement of actual and
necessary expenses incurred by the firm including legal fees
related to its retentions and fee applications.

                     About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.
Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

The filing covers only Garlock operations in Palmyra, New York and
Houston, Texas.  Garlock Rubber Technologies, Garlock Helicoflex,
Pikotek, Technetics, Garlock Europe and Garlock operations in
Canada, Mexico or Australia are not affected by the filing, nor is
EnPro Industries or any other EnPro operating subsidiary.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in its Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

About 124,000 asbestos claims are pending against Garlock in
stateand federal courts across the country.  The Company says
majority of pending asbestos actions against it is stale and
dormant -- almost 110,000 or 88% were filed more than four years
ago and more than 44,000 or 35% were filed more than 10 years ago.


GENERAL MARITIME: Chairman Acquires 3.8MM GMC Shares From Leveret
-----------------------------------------------------------------
Peter C. Georgiopoulos -- chairman of General Maritime Corporation
and the owner of 6,533,241 shares representing 5.4% of General
Maritime Corporation Common Stock, par value $.01 per share --
filed on Dec. 22, 2011, Amendment No. 5 to Schedule 13D to report
(i) the release on Dec. 13 of the 3,876,981 common shares of the
Company that were held as security for the demand promissory note
between Mr. Georgiopoulos and Leveret International Inc., and (ii)
the concurrent pledge of those shares by Mr. Georgiopoulos in
favor of a registered broker-dealer with whom the shares have been
deposited in a margin account.

A copy of the Form SC 13D/A is available for free at:

                        http://is.gd/wc3vCU

                      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 is represented by Paul D. Leake, Esq., and Pedro A.
Jimenez, Esq., at Jones Day.


GENERAL MARITIME: Court Approves $175MM Oaktree Equity Investment
-----------------------------------------------------------------
On Dec. 15, 2011, the U.S. Bankruptcy Court for the Southern
District of New York issued an order authorizing General Maritime
Corporation to enter into an Equity Purchase Agreement, dated as
of Dec. 15, 2011, as modified by the EPA Order, with Oaktree
Principal Fund V, L.P., Oaktree Principal Fund V (Parallel), L.P.,
Oaktree FF Investment Fund, L.P. - Class A, and OCM Asia Principal
Opportunities Fund, L.P.  A copy of the EPA Order is available for
free at http://is.gd/bTD9wL

Under the Equity Purchase Agreement, Oaktree has agreed to provide
an equity investment of $175 million in the reorganized Company
under the chapter 11 plan of reorganization provided that Oaktree
may permit other parties to participate in such equity investment
through a participation offering.  Any participation would result
in a corresponding reduction in Oaktree's Equity Investment
Amount.

In consideration for its equity investment and, pursuant to the
Plan, the contribution of the outstanding obligations under the
prepetition Amended and Restated Credit Agreement, dated May 6,
2011, as amended, by and among the Company, certain of its
affiliates, and certain affiliates of Oaktree, including OCM
Marine Investments CTB, Ltd., as initial lender, will receive 100%
of the shares of equity in the reorganized Company which are
outstanding immediately after the effective date of the Plan,
provided that the Reorganized Equity to be received by Oaktree
will be subject to dilution by the Commitment Fee and the
Company's management equity incentive plan, as well as other terms
that may be set forth in the Plan.

The Company, consistent with its fiduciary duties, is permitted to
solicit alternative restructuring transactions until the hearing
regarding confirmation of the Plan.

Pursuant to the Equity Purchase Agreement, the Company is
obligated to pay these fees to Oaktree (or its designated
affiliate):

  -- Commitment Fee. At the closing of the transaction under the
Plan, the Company will deliver to Oaktree five-year penny warrants
exercisable for up to 5% of the Reorganized Equity, provided that
if the closing under the Plan does not occur, the Company will
have no obligation to deliver the Commitment Fee to Oaktree.

  -- Break-Up Fee. In the event that the Equity Purchase Agreement
is terminated by the Company as a result of a determination by its
Board of Directors that the continued pursuit of the Plan is
inconsistent with its fiduciary duties, the Company, pursuant to
the EPA Order, will pay a $7.75 million break-up fee to Oaktree if
the Company consummates an Alternative Transaction.

  -- Expense Reimbursement. The Company is authorized to reimburse
Oaktree for all reasonable and documented monthly advisor fees and
out-of-pocket costs and expenses of its financial advisor and
legal counsel, as well as Oaktree's reasonable out-of-pocket
expenses, in each case during the course of the Chapter 11 Cases.
The payment of any such fees and expenses to Oaktree will, under
certain circumstances, be subject to Bankruptcy Court review for
reasonableness.

The Company and Oaktree have made customary representations and
warranties and covenants in the Equity Purchase Agreement
including, among others, a covenant by the Company to conduct its
business in the ordinary course during the time between the
execution of the Equity Purchase Agreement and the consummation of
the transactions contemplated thereby.

The consummation of the transactions contemplated by the Equity
Purchase Agreement is subject to specified conditions, including
Bankruptcy Court approval of the Plan, the Company's compliance
with each of the Milestones, the absence of any event of default
under the DIP Facility, the absence of any circumstances
constituting a "Material Adverse Effect" -- as defined in the
Equity Purchase Agreement -- the Company having an amount of cash
equal to at least $20 million, plus the amount by which the
aggregate of accounts payable exceeds $10 million, as of the
closing date -- after giving effect to all of the restructuring
transactions set forth in the Plan -- and the absence of any
material breach of the Restructuring Support Agreement by the
Company or any other supporting credit facility lender (other than
the Supporting Oaktree Lender).

The EPA Order extended by two weeks each of the agreed time
periods for the Company to complete the restructuring and all of
the transactions under the Equity Purchase Agreement that are to
be implemented under the plan of reorganization -- Milestones --
as set forth in the restructuring support agreement, dated as of
Nov. 16, 2011, by and among the Company and certain supporting
lenders under the Company's debt instruments.  Pursuant to the
Milestones, the agreed date to file the Plan and disclosure
statement is Jan. 18, 2012.

The Equity Purchase Agreement may be terminated by the mutual
written agreement of the Company and Oaktree.  The Equity Purchase
Agreement may also be terminated in a number of other
circumstances, including, without limitation:

  -- by either the Company or Oaktree if the lenders under the
prepetition senior facilities have directed the Company to
commence an "Acceptable Sale Process" pursuant to the terms of the
DIP Facility;

  -- by Oaktree if: (i) the Company fails to comply with the
Milestones; (ii) the definitive documents for the transactions
contemplated in the Restructuring Support Agreement which are
filed by the Company include terms that are inconsistent with the
plan term sheet in any material respect; (iii) there is any event
of default by the Company under the DIP Facility that remains
uncured for the specified period; (iv) there is a material breach
by the supporting credit facility lenders (other than the
Supporting Oaktree Lender) of any of their obligations under the
Restructuring Support Agreement that remains uncured for the
specified period; (v) the Company files a motion for relief
seeking certain specified actions; (vi) the conditions to
Oaktree's obligations set forth in the Equity Purchase Agreement
fail to be satisfied, or (vii) there is a material breach by the
Company of its obligations under the Equity Purchase Agreement or
the Restructuring Support Agreement that remains uncured for the
specified period; and

  -- by the Company if: (i) there is a material breach by Oaktree
of its obligations under the Equity Purchase Agreement or the
Restructuring Support Agreement that remains uncured for the
specified period; or (ii) the Company's Board of Directors
determines, in good faith and upon the advice of its advisors, in
its sole discretion, that continued pursuit of the Plan is
inconsistent with its fiduciary duties.

A copy of Equity Purchase Agreement is available for free:

                       http://is.gd/y70N0A

                           Other Events

On Dec. 15, 2011, the Bankruptcy Court entered a Final Order
approving the Senior Secured Superpriority Debtor-in-Possession
Credit Agreement, dated as of Nov. 17, 2011, among the Company and
the other Debtors party thereto from time to time, as guarantors,
General Maritime Subsidiary Corporation and General Maritime
Subsidiary II Corporation, as borrowers, various lenders, and
Nordea Bank Finland plc, New York Branch, as administrative agent
and collateral agent.

The DIP Facility provides the Debtors with (i) a revolving credit
facility of up to $35 million, and (ii) a term loan facility of up
to $40 million.  The DIP Facility also provides for an incremental
facility to increase the commitments under the Revolving Facility
by up to $25 million, subject to compliance with specified
conditions.

Borrowings under the DIP Facility may be used (i) to fund
operating expenses, agreed adequate protection payments and other
general corporate and working capital requirements described in
the "Budget", (ii) to make pre-petition payments permitted under
the DIP Facility, (iii) to pay restructuring fees and expenses,
(iv) to issue letters of credit, (v) to pay fees, expenses and
interest to the administrative agent and the lenders under the DIP
Facility and (vi) to pay fees and expenses of the Debtors'
professionals.

Noncompliance with certain provisions in the Chapter 11 Cases, as
specified in the DIP Facility, will give the lenders under the DIP
Facility the right to trigger the commencement by the Debtors of a
90-day sale process in the manner described in the DIP Facility.
As required by the DIP Facility, the Debtors also obtained an
order of the Bankruptcy Court approving bidding procedures to
implement the Alternative Sale Process if it is required to be
implemented under the DIP Facility.

                      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.


GREENWICH SENTRY: Judge OKs Madoff Feeder Funds' Chapter 11 Plan
----------------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that U.S.
Bankruptcy Judge Burton R. Lifland on Thursday approved two
Fairfield Greenwich Group-affiliated funds' Chapter 11 plans,
giving his OK to the Madoff feeder funds' $212 million settlement
with trustee Irving Picard.

Law360 relates the decision, issued by Judge Lifland, marks a key
step toward wrapping up the bankruptcies of what had been major
sources of money for Bernard L. Madoff's Ponzi scheme.

The Troubled Company Reporter on Oct. 18, 2011, outlined the terms
of Greenwich Sentry, L.P., and Greenwich Sentry Partners L.P.'s
plans.  The central feature of Greenwich Sentry Partners Plan is
the BLMIS trustee settlement, wherein the Debtor believing,
pursuant to its good faith business judgment, that avoidance
action claims of the BLMIS trustee would be difficult to defend,
has agreed, in sum, to allow the BLMIS trustee a claim and
judgment in the amount of $5,985,000 and the BLMIS trustee has
agreed to seek recovery of his claim only from certain specified
assets of the Debtor, to allow the Debtor's customer claim against
BLMIS in the amount of $2,011,304, to share recovery on certain
litigation claims with the Debtor, and to provide for the
distribution of the retained assets to creditors and limited
partners free and clear of the BLMIS trustee claims.

The BLMIS trustee agreed to support the Plans and Disclosure
Statement and to vote his claim in favor of the Plans pursuant to
the settlement agreements.  BLMIS is a broker-dealer registered
with the Securities and Exchange Commission, though customer
accounts maintained by the Debtors at BLMIS.  The Debtors have
been informed that holder of not less than $60 million in limited
partner interests in GS also favor the Court's approval of the
Disclosure Statements and confirmation of the Plans.

The Plans provide the Debtors' creditors with substantial
recoveries and allows for recovery of equity.

Full-text copies of the Disclosure Statements are available for
free at http://ResearchArchives.com/t/s?7730

                      About Greenwich Sentry

Liquidators of Fairfield Sentry Limited, filed a Chapter 15
petition for Fairfield in June 2010 (Bankr. S.D.N.Y. Case No.
10-13164).  In July 2010, Kenneth Krys and Christopher Stride of
Krys & Associates (BVI) Limited, the liquidators of Fairfield
Sentry Limited, Fairfield Sigma Limited and Fairfield Lambda
Limited obtained cross-border recognition as foreign main
proceedings by the U.S. Bankruptcy Court of the funds' insolvency
proceedings, pending in the British Virgin Islands.  The
liquidators are represented in the U.S. by Brown Rudnick LLP.

Fairfield Sentry Limited was the largest "feeder fund" to Bernard
L. Madoff Investment Securities LLC, and invested approximately
95% of its assets with BLMIS.  BLMIS was placed into liquidation
proceedings in the United States in December 2008, after it was
revealed that Bernard Madoff operated BLMIS as a Ponzi scheme for
many years.  Fairfield Sigma Limited and Fairfield Lambda Limited
were both feeder funds of Fairfield Sentry Limited, and invested
all of their assets with Fairfield Sentry Limited.

Greenwich Sentry, L.P., and an affiliate filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-16229) on Nov. 19, 2010,
hoping to settle lawsuits filed against it in connection with its
investments with Bernard L. Madoff.  Paul R. DeFilippo, Esq., at
Wollmuth Maher & Deutsch LLP, in New York, represents the Debtors
in the Chapter 11 cases.

Bernard L. Madoff was charged by the Securities and Exchange
Commission in December 2008 of orchestrating the largest Ponzi
scheme in history, with losses topping US$50 billion. In March
2009, Mr. Madoff pleaded guilty to 11 federal crimes and admitted
to turning his wealth management business into a Ponzi scheme.  A
trustee was appointed to liquidate and has been filing clawback
suits against investors who withdrew phony profits from Mr.
Madoff.

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

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

In schedules filed with the Court, Greenwich Sentry disclosed
$317,073,770 in total assets and $206,337,244 in total
liabilities.


GREYSTONE PHARMA: IRS Withdraws Motion for Case Dismissal
---------------------------------------------------------
The United States of America, a creditor acting through the
Internal Revenue Service, notified the U.S. Bankruptcy Court for
the Western District of Tennessee that it has withdrawn the motion
to dismiss the Chapter 11 case of Greystone Pharmaceuticals, Inc.

As reported in the Troubled Company Reporter on Nov. 30, 2011, the
U.S. government said the Debtor has failed to file federal tax
returns for these periods:

   1. Form 941, Employment Tax Return, for period ending
        March 31, 2010;
   2. Form 941, Employment Tax Return, for period ending
        June 30, 2010;
   3. Form 941, Employment Tax Return, for period ending
        Sept. 30. 2010;
   4. Form 941, Employment Tax Return, for period ending
        Dec. 31, 2010;
   5. Form 940, Unemployment Tax return, for period ending
        Dec. 31, 2010;
   6. Form 941, Employment Tax Return, for period ending
        March 31, 2011;
   7. Form 941, Employment Tax Return, for period ending
        June 30, 2011.

The IRS said the returns and tax debt are owed after the date of
the order of relief in this case pursuant to Section 1112(b)(1)
and 1112(b)(4)(I) of the Bankruptcy Code.

                 About Greystone Pharmaceuticals

Fort Myers, Florida-based Greystone Pharmaceuticals, Inc. -- aka
Greystone Medical, Inc., and Greystone Medical Group, Inc. --
operates a pharmaceutical company.  The Company filed for Chapter
11 bankruptcy protection (Bankr. W.D. Tenn. Case No. 09-32236) on
Nov. 2, 2009.  Kevin Crumbo has been appointed as Chapter 11
trustee in the Debtor's case.  Butler, Snow, O'Mara, Stevens &
Cannada PLLC serves as the trustee's counsel.  David J. Cocke,
Esq., at Evans Petree PC, in Memphis, Tenn., represents the
Unsecured Creditors' Committee as counsel.  In its schedules, the
Debtor disclosed $25,467,546 in assets, and $22,601,150 in
liabilities as of the Petition Date.


GSI GROUP: S&P Raises Corp. Credit Rating From 'B' After AGCO Deal
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Assumption, Ill.-based The GSI Group LLC to 'BBB-' from
'B' following its acquisition by Duluth, Ga.-based AGCO Corp.
Standard & Poor's removed the rating from CreditWatch, where it
had been placed with positive implications on Oct. 3, 2011, after
AGCO announced its plan to acquire GSI.

Following this upgrade, Standard & Poor's withdrew its corporate
credit and issue-level ratings on GSI and its subsidiary, GSI
Holdings LLC.


GYMBOREE CORP: Bank Debt Trades at 11% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Gymboree
Corporation is a borrower traded in the secondary market at 88.57
cents-on-the-dollar during the week ended Friday, Dec. 23, 2011, a
drop of 0.43 percentage points from the previous week according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  The Company pays 412.5 basis points above LIBOR
to borrow under the facility.  The bank loan matures on Feb. 23,
2018, and carries Moody's B1 rating and Standard & Poor's B
rating.  The loan is one of the biggest gainers and losers among
136 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                 About The Gymboree Corporation

The Gymboree Corporation (GYMB: Nasdaq) --
http://www.gymboree.com/-- is a specialty retailer operating
stores selling apparel and accessories for children under the
Gymboree, Gymboree Outlet, Janie and Jack and Crazy 8 brands, as
well as play programs for children under the Gymboree Play & Music
brand.  The Company operates retail stores in the United States,
Canada and Puerto Rico in regional shopping malls and in selected
suburban and urban locations.  As of Jan. 30, 2010, the Company
conducted its business through five divisions: Gymboree, Gymboree
Outlet, Janie and Jack, Crazy 8, and Gymboree Play & Music.  As of
Jan. 30, 2010, the Company operated a total of 953 retail stores,
including 916 stores in the United States (593 Gymboree stores,
139 Gymboree Outlet stores, 119 Janie and Jack shops, and 65 Crazy
8 stores), 34 Gymboree stores in Canada, 2 Gymboree stores in
Puerto Rico, and 1 Gymboree Outlet store in Puerto Rico.

                           *     *     *

As reported by the Troubled Company Reporter on Sept. 14, 2011,
Moody's Investors Service revised The Gymboree Corporation's
rating outlook to negative from stable.  All other ratings
including the B2 Corporate Family Rating were affirmed.  The
rating outlook revision to negative from stable primarily reflects
persistent negative trends in EBITDA over the past few fiscal
quarters and Moody's expectations that these negative trends are
unlikely to reverse over the course of the current fiscal year.
As a result, the company's performance has been below Moody's
initial expectations therefore leverage is likely to remain high
for an extended period.  The company's recent performance has been
negatively impacted primarily by weak product performance at its
Gymboree division, which necessitated higher markdowns to clear
merchandise.  The company's cost of sales is expected to increase
over the course of the current fiscal year, as goods were
purchased when raw material costs were higher earlier this year
are delivered to the stores.  Moody's expects the company will
face continued pressure on gross margins over the course of this
year as a result.

Gymboree's B2 Corporate Family Rating reflects its highly
leveraged capital structure following its acquisition by Bain
Capital.  Leverage remains high, with debt/EBITDA in excess of 6.5
times for the LTM period ending July 30, 2011.  The rating also
takes into consideration Gymboree's overall moderate scale and the
highly fragmented infant and toddler apparel market.


HARRISBURG, PA: City Council Lodges Another Chapter 9 Appeal
------------------------------------------------------------
Eric Veronikis, writing for The Patriot-News, reports that the
Harrisburg City Council appealed another decision that federal
bankruptcy judge Mary France made regarding the council's
municipal bankruptcy filing.

Judge France dismissed the council's bankruptcy filing on Nov. 23.
The council appealed the decision on Dec. 10 and Judge France
rejected the appeal three days later.

According to Patriot-News, the council's lawyer, Mark D. Schwartz,
Esq., filed a second appeal in bankruptcy court on the morning of
Dec. 22 in an attempt to reverse Judge Mary France's rejection of
the council's bankruptcy filing.  "I am convinced (France's)
actions were arbitrary, in violation of the rules and due
process," Judge Schwartz said.

                  About Harrisburg, Pennsylvania

The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator.  The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.

The Harrisburg city council voted 4-3 on Oct. 11, 2011, to
authorize the filing of a Chapter 9 municipal bankruptcy (Bankr.
M.D. Pa. Case No. 11-06938).  The city claims to be insolvent,
unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.

Judge Mary D. France presided over the Chapter 9 case.  Mark D.
Schwartz, Esq. -- markschwartz6814@gmail.com -- and David A.
Gradwohl, Esq., served as Harrisburg's counsel.  The petition
estimated $100 million to $500 million in assets and debts.  Susan
Wilson, the city's chairperson on Budget and Finance, signed the
petition.

Harrisburg said in court papers it is in imminent jeopardy through
six pending legal actions by creditors with respect to a number of
outstanding bond issues relating to the Harrisburg Materials,
Energy, Recycling and Recovery Facilities, which processes waste
into steam and electrical energy.  The owner and operator of the
incinerator is The Harrisburg Authority, which is unable to pay
the bond issues.  The city is the primary guarantor under each
bond issue.  The lawsuits were filed by Dauphin County, where
Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and
Covanta Harrisburg Inc.

The Commonwealth of Pennsylvania, the County of Dauphin, and
Harrisburg city mayor Linda D. Thompson and other creditors and
interested parties objected to the Chapter 9 petition.  The state
later adopted a new law allowing the governor to appoint a
receiver.

Kenneth W. Lee, Esq., Christopher E. Fisher, Esq., Beverly Weiss
Manne, Esq., and Michael A. Shiner, Esq., at Tucker Arensberg,
P.C., represented Mayor Thompson in the Chapter 9 case. Counsel to
the Commonwealth of Pennsylvania was Neal D. Colton, Esq., Jeffrey
G. Weil, Esq., Eric L. Scherling, Esq., at Cozen O'Connor.

In November 2011, the Bankruptcy Judge dismissed the Chapter 9
case because (1) the City Council did not have the authority under
the Optional Third Class City Charter Law and the Third Class City
Code to commence a bankruptcy case on behalf of Harrisburg and (2)
the City was not specifically authorized under state law to be a
debtor under Chapter 9 as required by 11 U.S.C. Sec. 109(c)(2).

That same month, the state governor appointed David Unkovic as
receiver for Harrisburg.  Mr. Unkovic is represented by the
Municipal Recovery & Restructuring group of McKenna Long &
Aldridge LLP, led by Keith Mason, Esq. -- kmason@mckennalong.com
-- co-chair of the group.


HAWKER BEECHCRAFT: Bank Debt Trades at 22% Off
----------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 77.90 cents-on-
the-dollar during the week ended Friday, Dec. 23, 2011, an
increase of 0.57 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 850 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
March 26, 2014, and carries Standard & Poor's CCC rating.  The
loan is one of the biggest gainers and losers among 136 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                    About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.
The Company's balance sheet at Sept. 30, 2011, showed $3.10
billion in total assets, $3.49 billion in total liabilities and a
$383.20 million total deficit.

                           *     *     *

As reported by the Troubled Company Reporter on Sept. 16, 2011,
Moody's Investors Service has lowered all the credit ratings,
including the corporate family rating to Caa3 from Caa2, of Hawker
Beechcraft Acquisition Company LLC.  The rating outlook is
negative.

The downgrades reflect Hawker Beechcraft's mounting retained
deficit and Moody's view that the soft economy dims chances for
profitability anytime soon.  Although limited near-term debt
maturities exist, with the prospect of further losses Moody's
views the capital structure to be unsustainable.  Pronounced risk
that some form of restructuring of the company's debt obligations
may occur underscores the negative rating outlook.  Softness in
most developed economies should constrain demand for the smaller
and mid-sized cabin aircraft that comprise the company's Business
and General Aviation product portfolio.  While management has
aggressively lowered overhead and cut production costs, the
revenue outlook seems weak.  As of June 30, 2011, the debt to book
capital ratio was 114% and the trailing 12-month EBITDA to
interest ratio was 0.2x (Moody's adjusted basis)

In the Dec. 5, 2011 edition of the TCR, Standard & Poor's Ratings
Services lowered its ratings on Hawker Beechcraft, including the
corporate credit rating to 'CCC' from 'CCC+'.  "The downgrade
reflects Hawker's continued poor credit protection measures and
tighter liquidity resulting from declining revenues, significant
(albeit improving) losses, and weak cash generation," said
Standard & Poor's credit analyst Christopher DeNicolo.  "We have
concerns about the company's ability to maintain covenant
compliance."


HERTZ GLOBAL: S&P Affirms 'B+' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit ratings on Park Ridge, N.J.-based car and equipment renter
and lessor Hertz Global Holdings Inc. and its major operating
subsidiary Hertz Corp. The outlook is stable.

The affirmation reflects Hertz's relatively stable financial
profile, even with the Sept. 1, 2011, acquisition of automotive
fleet lessor and manager Donlen Corp. for $177 million in cash and
the assumption of $770 million in fleet debt.

"We expect modest improvement in Hertz's credit metrics in 2012,
despite the incremental debt," said Standard & Poor's credit
analyst Betsy Snyder.

Standard & Poor's also removed the ratings from CreditWatch, where
it had been placed them with negative implications on May 9, 2011,
when Hertz announced it had made a new proposal to acquire value
car renter Dollar Thrifty Automotive Group Inc.

Hertz announced its withdrawal of its exchange offer to acquire
DTAG's shares on Oct. 27, 2011. Hertz has indicated it remains
interested in acquiring DTAG and continues to work on obtaining
regulatory approval for the acquisition.

"If Hertz does make another bid to acquire DTAG, we will reassess
potential ratings implications at that time," Ms. Snyder said. "We
believe we would affirm our ratings in that scenario, assuming
Hertz incurred a moderate level of debt to finance the
acquisition."

Most issue-level ratings on Hertz's debt were also affirmed.
Standard & Poor's raised the rating on Hertz's senior unsecured
debt to 'B' from 'B-' and revised the recovery rating to '5' from
'6'.

"We are raising the unsecured debt rating and revising the
recovery rating to reflect the higher value available to those
noteholders after the company paid down a portion of its secured
debt over the past year," Ms. Snyder said.

Standard & Poor's characterizes Hertz's business risk profile as
"fair" and its financial risk profile as "aggressive" under its
criteria.


HICKOK INC: Delays 10K Filing; Expects $673,000 Net Loss
--------------------------------------------------------
Hickok Incorporated disclosed in a regulatory filing with the
Securities and Exchange Commission that its annual report on Form
10-K for the fiscal year ended Sept. 30, 2011, will be delayed.

The reason for the delay is to allow the Company additional time
to gather information required for an accurate and full completion
of the Annual Report on Form 10-K.  A proposed financing
transaction that is currently expected to be completed within the
next two weeks may, if completed, impact the Company's financial
statements for fiscal 2011 and other information required to be
disclosed in the Form 10-K.

Based on unaudited, preliminary estimates, the Company expects to
report a net loss of approximately $673,000 for the year ended
Sept. 30, 2011, compared to a net loss of approximately $949,000
for the year ended Sept. 30, 2010.

The current year results are primarily the result of lower
revenues offset in part by reduced expenses for the last half of
fiscal 2011.

Cleveland, Ohio-based Hickok Incorporated (OTC Bulletin Board:
HICKA.PK) is a supplier of high quality products and services for
the automotive, emissions testing, locomotive, and aircraft
industries.

The Company's balance sheet at June 30, 2011, showed $3.4 million
in total assets, $779,001 in total liabilities, all current, and
stockholders' equity of $2.6 million.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 28, 2010,
Meaden & Moore, Ltd., in Cleveland, Ohio, expressed substantial
doubt about Hickok's ability to continue as a going concern,
following the Company's results for the fiscal year ended Sept.
30, 2010.  The independent auditors noted that the Company has
incurred large operating losses during the past several years and
may have insufficient cash to fund operations for the next 12
months.


HMC/CAH CONSOLIDATED: Has Access to Lenders' Cash Until April 6
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri, in
a final order, authorized HMC/CAH Consolidated, Inc., et al., to
use cash collateral securing the Debtors' obligations to their
prepetition lenders until April 6, 2012.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the prepetition lenders:

    1. replacement liens;

    2. a superpriority administrative expense claim status;

    3. these monthly adequate protection payments:

      (i) to Gemino Healthcare Finance, L.L.C., $75,000, which was
paid upon the entry of an Agreed Interim Order, for the Petition
Date through the entry of the Agreed Interim order; and $90,000
payable on or before the 5th day of each month, which started on
Dec. 5, 2011;

     (ii) to First Liberty Bank, $61,767 per month, which started
on Nov. 11, 2011;

    (iii) to CFG Community Bank, $26,293 which was paid
immediately upon the entry of the Agreed Interim Order, and which
will continue on the first (1st) day of each month thereafter
(starting on Dec. 1, 2011) during the term of the Final Order;

     (iv) to Citizens Bank, N.A., $14,766.00 per month on loan
No. 23467017, which was to begin upon the entry of the Agreed
Interim Order and $8,831 per month on Loan No. 23467018, beginning
Dec. 15, 2011, and continue on the 15th day of each month
thereafter;

      (v) to Midland Loan Services, Inc., $50,570 (principal and
interest only; with taxes and insurance, the total payment is
$61,824), which began on Oct. 31, 2011; and

     (vi) to Fidelity Security Life Insurance Company, et al.,
$21,083, which will begin on Jan. 6, 2012.

To the extent that the adequate protection payments are not
sufficient to cover a particular Prepetition Lender's interest,
fees and costs, the Prepetition Lenders reserve all rights to add
such deficiencies to their outstanding loan balances and the
Budget will not be a cap on amounts that may be allowable pursuant
to section 506(b) of the Bankruptcy Code.

                   About HMC/CAH Consolidated

Kansas City, Missouri-based HMC/CAH Consolidated, Inc., is in the
business of acquiring and operating a system of acute care
hospitals located in rural communities that are certified by The
Centers for Medicare and Medicaid Services as Critical Access
Hospitals or CAHs.  The core focus of HMC/CAH's business plan is
to replace the technologically out of date and operationally
inefficient medical facilities of its CAHs with newly constructed
state-of-the art facilities.  Since its incorporation, HMC/CAH has
purchased 12 rural hospitals certified as Critical Access
Hospitals.  These CAH Hospitals are located in Kansas (3),
Oklahoma (5), Missouri (1), Tennessee (1) and North Carolina (2).
The CAH Hospitals are the lifeline of the communities that they
serve.  The CAH Hospitals provide critical health services to
rural residents, including emergency medical services.

HMC/CAH and 12 affiliates filed for Chapter 11 bankruptcy (Bankr.
W.D. Mo. Case Nos. 11-44738 to 11-44750) on Oct. 10, 2011.  Judge
Dennis R. Dow presides over the case.  Mark T. Benedict, Esq., at
Husch Blackwell Sanders LLP, represents the Debtors as counsel.
In its petition, the Debtors estimated $10 million to $50 million
in assets and debts.  The petition was signed by Dennis Davis,
chief legal officer.

Nancy J. Gargula, U.S. Trustee for Region 13, appointed five
members to serve on the Official Committee of Unsecured Creditors
of HMC/CAH Consolidated, Inc.  Kilpatrick Townsend & Stockton LLP
serves as the committee's counsel.


HORIZON VILLAGE: Plan Confirmation Hearing Begins Jan. 9
--------------------------------------------------------
Bankruptcy Judge Mike K. Nakagawa in Nevada will convene a hearing
on Jan. 9, 2012, at 9:30 a.m., to consider confirmation of Horizon
Village Square LLC's Plan of Reorganization.  The hearing will be
continued on Jan. 10, and Jan. 12, each commencing at 1:30 p.m.
Objections, if any, are due Dec. 28.  Plan votes were due Dec. 14.

As reported in the Troubled Company Reporter on Nov. 9, 2011, the
Plan Disclosure Statement provides that on the Effective Date, all
of the Debtor's assets will vest in the Reorganized Debtor who
will be responsible for making the Distributions described in the
Plan.  Except as otherwise provided in the Plan or the
Confirmation Order, the Cash necessary for Reorganized Debtor to
make payments pursuant to the Plan may be obtained from existing
Cash balances and Debtor's operations.

The Plan, filed Oct. 25, 2011, designates four classes of claims
and one class of interests:

Class 1 -- Secured Lender Claim

The Class 1 Secured Lender Claim will receive the sum of $200,000
from the Reorganized on the later of: (i) March 14, 2012; and (ii)
the 14th business day of the first full calendar month following
the Effective Date.  Thereafter, the Secured Lender will receive
monthly principal and interest payments on the outstanding balance
of the Amended and Restated Note amortized over a period of 30
years at the Secured Interest Rate.  The unpaid balance of the
Amended and Restated Note will be due and payable on the Maturity
Date, or March 31, 2017.

The Holder of the Class 1 Secured Lender Claim will not be
entitled to any default interest, late fees, or other charges
resulting from a default occurring prior to the Effective Date
under the Loan Documents.  Class 1 in Impaired under the Plan and
the Holder of the Class 1 Secured Lender Claim is entitled to
vote.

Class 2 -- Other Secured Claims

Class 2 Other Secured Claims, if any, will be paid in full in Cash
or otherwise left Unimpaired by the Debtor or the Reorganized
Debtor.  Class 2 is Unimpaired and the Holders of Class 2 Claims,
if any, are deemed to have accepted the Plan and are not entitled
to vote.

Class 3 -- Priority Unsecured claims

Class 3 Priority Unsecured Claims, if any, will be paid in full in
Cash.  Class 3 is Unimpaired under the Plan, and therefore, the
Holders of Class 3 Claims, if any, are deemed to have accepted the
Plan and are not entitled to vote on this Plan.

Class 4 -- General Unsecured Claims

Class 4 General Unsecured Claims will be paid in full in Cash,
plus post-Effective Date interest at the Unsecured Interest Rate,
on the 60th Business Day after the Effective Date.  Class 4 is
Impaired under the Plan and the Holders of Class 4 Claims are
entitled to vote.

Class 5 -- Equity Securities

Class 5 Equity Securities will retain all of their legal
interests and the Holders of the Class 5 Equity Securities are
Unimpaired, and are thus deemed to have accepted this Plan and are
not entitled to vote.

A copy of the Plan is available for free at:

        http://bankrupt.com/misc/horizonvillage.dkt81.pdf

                About Horizon Village Square et al.

Four related Las Vegas, Nevada-based entities sought Chapter 11
bankruptcy protection on July 13, 2011.  The businesses are owned
or managed by local business people and firms, including Todd
Nigro, Nigro Development LLC, a Nigro family trust and other
investors.

Horizon Village Square LLC (Bankr. D. Nev. Case No. 11-21034) owns
the Vons-anchored Horizon Village Square Shopping Center near
I-515 and Horizon Drive in Henderson.  The property includes five
retail buildings with nearly 43,000 square feet of space.

Ten Saints LLC (Bankr. D. Nev. Case No. 11-21028) owns the 134-
room Hampton Inn & Suites at St. Rose Parkway and Seven Hills
Drive in Henderson.

Beltway One Development Group LLC (Bankr. D. Nev. Case No.
11-21026) owns the Desert Canyon Business Park at Russell Road and
the Las Vegas Beltway. It has two buildings and 15 acres.

Nigro HQ LLC (Bankr. D. Nev. Case No. 11-21014) owns an office
building at 9115 W. Russell Road occupied by Bank of George,
Infinity Plus LLC and Nigro Construction Inc.

Todd Nigro said the four bankruptcies were caused by threatened
foreclosures -- typically related to Wells Fargo Bank demanding
payments to keep loan-to-value ratios at specified levels.

Judge Mike K. Nakagawa presides over the cases.  Lawyers at Gordon
Silver serve as the Debtors' bankruptcy counsel.  The bankruptcy
petitions estimated assets and debts from $1 million to $10
million each for Nigro HQ; and from $10 million to $50 million in
both assets and debts for Horizon Village, Ten Saints and Beltway
One.

A fifth related business, Russell Boulder LLC, filed for
bankruptcy (Bankr. D. Nev. Case No. 10-29724) on Oct. 19, 2010.
It owns the 600-suite Siena Suites extended stay property at
Boulder Highway and Russell Road.

Edward M. Zachary, Esq., at Bryan Cave LLP, in Bryan Cave LLP, in
Phoenix, Arizona, and Robert M. Charles, Jr., Esq., at Lewis and
Roca LLP, in Las Vegas, represent Wells Fargo Bank, N.A., as
counsel.


INFORMATION NETWORK: Chapter 7 Trustee's Lawyer Wins $38T in Fees
-----------------------------------------------------------------
Bankruptcy Judge Wendelin I. Lipp allowed Kramon & Graham, P.A.
$36,921 in fees and $2,702 as reimbursement of expenses for
services provided as special counsel to the Chapter 7 Trustee of
Information Network, Inc., during the period from May 4, 2010,
through April 5, 2011.  A copy of the Court's Dec. 20, 2011
Memorandum Opinion is available at http://is.gd/AndCEOfrom
Leagle.com.

On Oct. 2, 2009, the Chapter 7 Trustee filed Adversary Proceeding
No. 09-00659 against Paula Frankel pursuant to Sections 547 and
550 of the Bankruptcy Code to avoid and recover transfers from the
Debtor to Ms. Frankel of $10,600.  On May 11, 2010, the Chapter 7
Trustee, concerned that he and his then current counsel may be
required to testify as witnesses in the Adversary Proceeding
regarding the disqualification of Ms. Frankel's husband from
serving as her counsel, filed an application to employ Kevin F.
Arthur, Esq. -- karthur@kg-law.com -- Kramon & Graham, P.A., as
special litigation counsel in the Adversary Proceeding.  On June
25, 2010, the Chapter 7 Trustee filed a Motion to Substitute K&G
for Shapiro Sher Guinot & Sandler as the Chapter 7 Trustee's
counsel solely in the Adversary Proceeding.  The Motion to
Substitute was granted by Order entered June 29, 2010.

Information Network, Inc., filed a Chapter 7 bankruptcy petition
(Bankr. D. Md. Case No. 07-19789) on Oct. 5, 2007.  Roger
Schlossberg was appointed as Chapter 7 Trustee


INTERNATIONAL ENERGY: Next Phase Wants Case Converted to Chapter 7
------------------------------------------------------------------
The Next Phase, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Iowa to convert the Chapter 11 case of
International Energy Holdings Corp., to one under Chapter 7 of the
Bankruptcy Code.

According to Next Phase:

   1. The Debtor continued to borrow additional funds and has
failed to adequately service and maintain the property;

   2. there is substantial or continuing loss to or diminish of
the estate and the absence of any reasonable likelihood of
rehabilitation;

   3. the Debtor has filed an amended Plan but it does not appear
to be confirmable and in all likelihood, it will not be confirmed.

Next Phase is represented by:

         Donald H. Molstad, Esq.
         MOLSTAD LAW FIRM
         701 Pierce St., Suite 305
         Sioux City, IA 51101
         Tel: (712) 255-8036

                    About International Energy

Tampa, Florida-based International Energy Holdings Corp. -- fka
International CRO Holdings Corp.; The Cornerstone Brad, LLC; and
Bison Renewable Energy, LLC -- filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 11-05547) on March 28, 2011.
On July 6, 2011, the Court for the Middle District of Florida
transferred the venue of the case to Northern District of Iowa
(Bankr. N.D. Iowa Case No. 11-01593).  Richard J. McIntyre, Esq.,
at McIntyre, Panzarella, Thanasides & Eleff, serves as the
Debtor's bankruptcy counsel.  The Debtor disclosed $13,154,805 in
assets and $15,862,937 in liabilities as of the Chapter 11 filing.

Donald F. Walton, United States Trustee for Region 21, appointed
four members to the Official Committee of Unsecured Creditors.
The Committee has retained A. Frank Baron, Esq., at Baron, Sar,
Goodwin, Gill, & Lohr as its attorney.

The Debtor has filed a Plan of Reorganization that seeks to
effectuate the restructuring of the Debtor's capital structure to
strengthen the balance sheet by reducing its overall indebtedness.
Under the Plan, allowed claims in Class 1 Secured Tax Claims,
Class 2 HCI Construction Secured Claim, Class 3 The Next Phase LLC
Secured Claim and Class 4 All Other Secured Claims will be paid
30% over 6 years with simple interest of 5.25% starting Jan. 31,
2013.  Allowed claims in Class 5 Green Capital LLC Unsecured Claim
and Class 6 General Unsecured Claims will be paid 15% of the
Allowed Claim over 6 years starting from Jan. 31, 2013.  Class 7
Equity Interests will be reinstated.


JAY MOSKOWITZ: Summary Judgment Denied in Suit v. Abuhab
--------------------------------------------------------
Bankruptcy Judge Wendy L. Hagenau denied the request of M. Abuhab
Participacoes S.A. for summary judgment on the complaint filed by
Cathy L. Scarver, the chapter 7 for the estate of Jay P. Moskowitz
and Nadine K. Baddour.

Ms. Scarver filed a complaint on Nov. 18, 2010, seeking to set
aside the liens of M. Abuhab Participacoes on Mr. Moskowitz's
Jamaican properties and to subordinate or recharacterize the
resulting unsecured claim of MAP.  The Chapter 7 Trustee alleges
the granting and recording of the liens are preferences,
constructive fraudulent conveyances under 11 U.S.C. Sec. 548 and
O.C.G.A. Sec. 18-2-74, and transfers made with actual intent to
hinder, delay or defraud creditors avoidable under 11 U.S.C. Sec.
548.  The Chapter 7 Trustee also alleges that MAP's resulting
unsecured claim should be subordinated or recharacterized as an
equitable interest in eMedicalFiles, a company that Mr. Moskowitz
started.

MAP is a Brazilian corporation which makes private equity
investments in a variety of companies.  Miguel Abuhab, the
president and a shareholder of MAP, is an entrepreneur who has
owned and operated a number of businesses, most of which are in
the information technology field.  Neither of the Debtors owns any
interest in MAP.

Mr. Abuhab has known both Debtors for at least 17 years.  Mr.
Moskowitz served on the board of a company named Agentrics LLC
during the period September 2008 through October 2009, at which
time Mr. Abuhab also served on the board.

The case is CATHY L. SCARVER, TRUSTEE, v. M. ABUHAB PARTICIPACOES
S.A., Adv. Proc. No. 10-6650 (Bankr. N.D. Ga.).  A copy of the
Court's Nov. 29, 2011 order is available at http://is.gd/qu7RAW
from Leagle.com.

eMedicalFiles filed a petition under Chapter 7 (Bankr. N.D. Ga.
09-_____) on March 30, 2009.

Jay P. Moskowitz and his wife, Nadine K. Baddour, filed a Chapter
11 petition (Bankr. N.D. Ga. Case No. 10-73348) on May 3, 2010.
Evan M. Altman, Esq. -- evan.altman@laslawgroup.com -- served as
the Debtors' bankruptcy counsel.  In their joint petition, the
Debtors estimated $500,001 to $1 million in assets and $1 million
to $10 million in debts.  The case was converted to one under
Chapter 7 on Oct. 18, 2010, and Cathy L. Scarver was appointed as
Chapter 7 Trustee.


JEFFERSON COUNTY, AL: Fights Young's Bid for Share of Settlement
----------------------------------------------------------------
Jefferson County, Alabama, is fighting a bid by sewer controller
John Young to get a slice of a $75 million settlement that J.P.
Morgan Chase & Co. paid to settle accusations by the U.S.
Securities and Exchange Commission that it improperly courted the
county's elected officials, some of whom ultimately went to jail,
according to Katy Stech, writing for Dow Jones' Daily Bankruptcy
Review.

DBR relates Mr. Young wants a piece of that settlement to create a
pool of money that low-income residents could tap to pay sewer
bills they can't afford.  Under the airtight restrictions, Mr.
Young said he's barred from creating that fund himself using
revenue that trickles in as residents pay their bills.

The report recounts that county leaders have butted heads with Mr.
Young since his appointment, accusing him of favoring Wall Street
financial titans over residents.  In June, Mr. Young suggested
that the county should raise its sewer rates by 25% to help repay
bondholders -- an amount county officials said was far too high.

As trustee for some of the county's sewer debt, Bank of New York
Mellon Corp. distributes the money the sewer system collects.
From there, presumably all types of folks -- pension funds,
investment funds and individual investors-sit at the end of the
payment line.

"These bondholders are not all banks. There are people who need
this money," Mr. Young said at one point when debtholders were at
risk of missing out on a payment, DBR relates.

According to DBR, county officials fear the settlement money will
flow back to the community of financiers that helped get them into
hardship.  Jefferson County commission president David Carrington
calls it a case of robbing Peter to pay Paul, pointing out that
the money would still circulate back to sewer debtholders.

"The bottom line behind all this is what the Occupy Wall Street
people would call greed," said Kenneth Klee, Esq., counsel to
Jefferson in its Chapter 9 bankruptcy, according to DBR.  "From
the perspective of more conservative people, this is maximizing
return on investment.  One person's greed is another person's
clever dealings."

Judge Thomas Bennett of U.S. Bankruptcy Court in Birmingham, Ala.,
has already heard both sides of the argument over who should run
the sewer system throughout the bankruptcy case.  He's expected to
reveal his decision by early January.  If Mr. Young is taken out
of the picture, the settlement money would remain safely in the
county's coffers.

                    About Jefferson County

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.


JEFFREY PROSSER: Court Denies Sanctions Bid vs. Firms
-----------------------------------------------------
Bankruptcy Judge Judith K. Fitzgerald, sitting in the U.S.
Bankruptcy Court for the District of Virgin Islands, Bankruptcy
Division, Division of St. Thomas and St. John., denied a request
by Jeffrey J. Prosser to refer various restructuring firms and
other entities for criminal investigation or disciplinary
proceedings for alleged improper conduct related to Mr. Prosser's
and his companies' bankruptcy cases.  The case is JEFFREY J.
PROSSER, Movant, v. TOBY GERBER; FULBRIGHT & JAWORSKI, L.L.P.;
JAMES J. LEE; VINSON & ELKINS, L.L.P.; STAN SPRINGEL; JAMES P.
CARROLL; FOX ROTHSCHILD, L.L.P.; GENOVESE, JOBLOVE & BATTISTA,
P.A.; PAUL BATTISTA; THERESA VAN VLIET; ALVAREZ & MARSAL, LLC,
Respondents, Adv. Proc. No. 10-3001 (Bankr. D.V.I.).  A copy of
the Court's Dec. 20, 2011 Memorandum Opinion is available at
http://is.gd/6zHgMbfrom Leagle.com.

            About Prosser & Innovative Communication

Headquartered in St. Thomas, Virgin Islands, Innovative
Communication Company, LLC -- http://www.iccvi.com/-- and
Emerging Communications, Inc., are diversified telecommunications
and media companies operating mainly in the U.S. Virgin Islands.
Jeffrey J. Prosser owns Emerging Communications and Innovative
Communications.  Innovative and Emerging filed for Chapter 11
protection (D.V.I. Case Nos. 06-30007 and 06-30008) on July 31,
2006.  When the Debtors filed for protection from their creditors,
they estimated assets and debts of more than $100 million.

Mr. Prosser also filed for chapter 11 protection (D. V.I. Case No.
06-10006) on July 31, 2006.  According to The (Virgin Islands)
Source, he was fired in October 2007 for failing to make payments
into the company pension funds.  The case was later converted to
Chapter 7 liquidation.  James P. Carroll was named Chapter 7
Trustee.

Greenlight Capital Qualified, L.P., Greenlight Capital, L.P., and
Greenlight Capital Offshore, Ltd. -- which held an $18,780,614
claim against Mr. Prosser -- had filed an involuntary chapter 11
against Innovative Communication, Emerging Communications, and Mr.
Prosser on Feb. 10, 2006 (Bankr. D. Del. Case Nos. 06-10133,
06-10134, and 06-10135).  Mr. Prosser argued that the Greenlight
entities, the former shareholders of Innovative Communications,
and Rural Telephone Finance Cooperative, Mr. Prosser's lender,
conspired to take down his companies into bankruptcy and collect
millions in claims.

The U.S. District Court of the Virgin Islands, Bankruptcy
Division, approved the U.S. Trustee for Region 21's appointment of
Stan Springel of Alvarez & Marsal as Chapter 11 Trustee of
Innovative and Emerging Communications.


JER/JAMESON MEZZ: Colony Wins Dismissal of Mezz II Bankruptcy
-------------------------------------------------------------
Bankruptcy Judge Mary F. Walrath granted the motions of CDCF JIH
Funding LLC and ColFin JIH Funding LLC, entities affiliated with
Colony Capital LLC, to dismiss the chapter 11 petition filed by
JER/Jameson Mezz Borrower II LLC and to obtain relief from the
automatic stay.  The Motions are opposed by Mezz II and its
affiliates who have also filed chapter 11 petitions.  Judge
Walrath held that there are no purchase offers, settlement funds,
net operating losses or other assets available to fund a
reorganization.  The Court said the Colony entities' collateral is
not necessary for Mezz II's effective reorganization.  The Court
also agreed with Colony that the case was filed in bad faith.  A
copy of Judge Walrath's 33-page opinion dated Dec. 22, 2011, is
available at http://is.gd/aGz0bHfrom Leagle.com.

                         About Jameson Inns

Founded in 1987, Jameson is a chain of 103 small, budget hotels
operating under the Jameson brand in the Southeast and Midwest.
The Jameson properties are operated under the names Jameson Inn
and Signature Inn.  The hotels are based in Smyrna, Georgia.

The chain was taken private in a 2006 buyout by JER Partners, a
unit of real-estate investor J.E. Robert Cos.  JER then put
$330 million of debt on the chain to finance the buyout.  At the
top of the list is a $175 million mortgage loan with Wells Fargo
Bank NA serving as special servicer.  There are four tranches of
mezzanine loans, each for $40 million.  The collateral for each of
the Mezz Loans is the equity interest in the entity or entities
immediately below the borrower of each Mezz Loan.  All of the
mezzanine loans matured in August.

JER/Jameson NC Properties LP and JER/Jameson Properties LLC are
borrowers under the loan with Wells Fargo.  The mortgage loan is
secured by mortgages on hotel properties.  The first set of
foreclosure sales were set for Nov. 1, 2011.  The Mortgage
Borrowers have not sought bankruptcy protection.

Colony Capital affiliates, CDCF JIH Funding LLC and ColFin JIH
Funding LLC, hold the first and second mezzanine loans.  The First
Mezz Loan is secured by a pledge of JER/Jameson Mezz Borrower I
LLC's 100% interest in the Mortgage Borrowers.

Prior to the maturity default, the Colony JIH Lenders purchased
the Second Mezz Loan from a previous holder.  The Second Mezz Loan
is secured by a pledge of JER/Jameson Mezz Borrower II's 100%
membership interest in the First Mezz Borrower.

Gramercy Warehouse Funding I LLC and Gramercy Loan Services LLC
hold a controlling participation interest in the Third Mezz and
Fourth Mezz Loans.  JER Investors Trust Inc. holds the remaining
participation interests in the Third Mezz and Fourth Mezz Loans.
JER/Jameson Holdco LLC, an affiliate of the Mortgage Borrowers,
owns the 100% equity interest in the Fourth Mezz Borrower.
Gramercy took over its mezzanine borrower in August.

JER/Jameson Mezz Borrower II LLC filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-13338) on Oct. 18, 2011, to prevent
foreclosure by Colony.  The Chapter 11 filing had the effect of
preventing Colony from wiping out Gramercy's interest.

Seven days later, JER/Jameson Mezz Borrower I LLC filed for
bankruptcy (Bankr. D. Del. Case No. 11-13392) on Oct. 25, 2011.

Judge Mary F. Walrath presides over the case.  Laura Davis Jones,
Esq., at Pachulski Stang Ziehl & Jones LLP, serves as counsel to
both Debtors.  Epiq Bankruptcy Solutions, LLC, serves as its
noticing, claims and balloting agent, and Houlihan Lokey
Howard & Zukin Capital Inc. serves as its investment banker.

Each of the Debtors estimated $100 million to $500 million in
assets and $10 million to $50 million in debts.  The petitions
were signed by James L. Gregory, vice president.

Colony specializes in real estate and has roughly $34 billion of
assets under management.  Colony is represented in the case by
Pauline K. Morgan, Esq., John T. Dorsey, Esq., Margaret Whiteman
Greecher, Esq., and Patrick A. Jackson, Esq., at Young Conaway
Stargatt & Taylor LLP; and Lindsee P. Granfield, Esq., Sean A.
O'Neil, Esq., and Jane VanLare, Esq., at Cleary Gottlieb Steen &
Hamilton LLP.


JJ DONOVAN: Bid to File Late Sec. 503(b)(9) Claim Tests 1st Cir.
----------------------------------------------------------------
Bankruptcy Judge Henry J. Boroff said A.L. Prime Energy Consultant
Inc.'s Motion For Leave to File Statement of Claim for
Administrative Expense in the bankruptcy caser of J.J. Donovan and
Sons, Inc., presents an issue of first impression in the First
Circuit: whether a bankruptcy court has the discretion to allow
the late filing of a request for payment of a claim asserting
priority under Sec. 503(b)(9) of the Bankruptcy Code.

The Debtor ordered deliveries of fuel oil from Prime between
April 11 and April 20, 2011, a little over a week before the
bankruptcy filing.  Prime filed its motion 65 days after that
first date set for the Sec. 341 creditors' meeting and 5 days
after the deadline set by Rule 3002-1 of the Massachusetts Local
Bankruptcy Rules for filing Sec. 503(b)(9) claims.  By its motion,
Prime requests the allowance of its late filed claim.

Gulf Oil Limited Partnership and the Chapter 11 Trustee for the
Debtor objected.  Gulf and the Chapter 11 Trustee contested both
the characterization of Prime's claim as entitled to priority
under Sec. 503(b)(9) as well as the Court's ability to permit the
late filing of any Sec. 503(b)(9) claim.  The Chapter 11 Trustee
contends that the 60-day deadline is mandatory and therefore any
late filed request for an allowance of a Sec. 503(b)(9) claim must
be denied, with no exceptions available.

In a Dec. 22, 2011 Memorandum of Decision available at
http://is.gd/HsaWBQfrom Leagle.com, Judge Boroff said that, while
Local Rule 3002-1 affords the Court with the flexibility to set
the deadline for the filing of Sec. 503(b)(9) claims, Bankruptcy
Rule 9006(b) permits the Court to allow such a claim after the
deadline, upon a showing of the claimant's excusable neglect.  Of
course, Prime's work is not over. It now has the burden of showing
that the failure to timely file its claim was the result of
excusable neglect, he said.

J.J. Donovan and Sons, Inc., owns and operates a fuel terminal,
and delivers fuel and services heating equipment.  J.J. Donovan
and Sons, Inc., in Medford, Massachusetts, filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-13958) on April 29, 2011.
Judge Henry J. Boroff presides over the case.  Nina M. Parker,
Esq. -- nparker@ninaparker.com -- at Parker & Associates, serves
as the Debtor's counsel.  In its petition, the Debtor estimated
under $50,000 in assets and $1 million to $10 million in debts.
The petition was signed by Michael J. Donovan, president,
treasurer and director.


KINETEK HOLDINGS: S&P Raises Corporate Credit Rating to 'B-'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating (CCR) on Deerfield, Ill.-based Kinetek Holdings Corp. to
'B-' from 'CCC+'. The outlook is stable.

"The upgrade on Kinetek Holdings Corp. reflects the company's
improved operating and financial performance and its stabilized
liquidity position," said Standard & Poor's credit analyst Carol
Hom.

The company's EBITDA has been improving slowly. Meanwhile, its
free cash flow generation, while likely to remain volatile, is
positive, and the company has paid down some debt this year.

"Our rating assumes relatively steady operating profits and cash
flow generation in fiscal 2012," Ms. Hom said. "This should allow
Kinetek to maintain its credit measures, its compliance with
tightening financial covenants, and adequate cash reserves to
repay its revolver at maturity."

However, Kinetek's financial profile remains highly leveraged, and
a substantial portion of the company's excess cash reserves comes
from its partially drawn revolver, which matures in less than 12
months.

"We believe that the company's high leverage and upcoming
maturities in 2012 and 2013 create refinancing risk," Ms. Hom
said. "To mitigate this risk, the company will need to sustain
stable operating performance despite the uncertain global economic
outlook and the potential for some margin pressure."

Kinetek manufactures special-purpose electric motors and
electronic motion control systems for original equipment
manufacturers. Customers use its products in elevators, commercial
floor-care machines, commercial appliances, and other niche end
markets. Demand for Kinetek's products remained generally
favorable throughout 2011, but Standard & Poor's believes that the
recovery in its end markets likely will moderate in 2012 amid
weakening global growth prospects.


LACK'S STORES: Plan Confirmation Begins February 1
--------------------------------------------------
Lack's Stores, Incorporated, et al., have filed with the U.S.
Bankruptcy Court for the Southern District of Texas, Victoria
Division, a First Amended Joint Plant of Reorganization and
accompanying First Amended Disclosure Statement.

The Disclosure Statement has been approved by the Bankruptcy
Court.  Ballots must be received no later than 5:00 p.m. on
Jan. 23, 2012.  The Confirmation hearing has been scheduled to
begin Feb. 1, 2011, at 2:30 p.m.  Objections to the Confirmation
must be filed with the Bankruptcy Court by no later than 5:00 p.m.
on Jan. 23, 2012.

On the Effective Date, all property and assets of each Debtor's
Estate, including Customer Notes and Real Property Interests, will
re-vest in the applicable Reorganized Debtor.  Thereafter, the
Reorganized Debtors may operate their businesses and may use,
acquire, and dispose of property free of any restrictions or
requirements in the Bankruptcy Code, in the Bankruptcy Rules, or
of the Bankruptcy Court.

The Plan is designed to accomplish three primary objectives:

     (1) the collection of Lack's Customer Notes portfolio in the
ordinary course of business,

     (2) the sale and collection of remaining real and personal
property that is not necessary to the continued collection of
Customer Notes, and

     (3) the use of proceeds from collection of Customer Notes and
sale and collection of the Debtors' other remaining assets to
satisfy Claims in accordance with the Plan.

The Plan divides the various claims and equity interests in the
Debtors into 12 classes.

Class 1  Allowed Ad Valorem Tax Claims
Class 2  Allowed Priority Claims
Class 3  Allowed Other Secured Claims
Class 4  Allowed First Victoria Claim
Class 5  Allowed Prosperity Bank Claim
Class 6  Allowed Thrivent Financial for Lutherans Claim
Class 7  Allowed Senior Lender Secured Claim
Class 8  Allowed General Unsecured Claims
Class 9  Allowed Convenience Claims
Class 10 Allowed Preferred Equity Interests
Class 11 Allowed Common Equity Interests
Class 12 Allowed Subsidiary Debtor Equity Interests

Classes 4, 5, 6, 7, and 8 are Impaired Classes under the Plan, and
are entitled to vote to accept or reject the Plan.  Claims and
Equity Interests in Classes 1, 2, 3, 9, 10, 11, and 12 are
Unimpaired under the Plan, and are thus deemed to have accepted
the Plan.

The Debtors dispute the Allowed Senior Lender Secured in Class 7.
Prior to the Confirmation Date, the Debtors will seek
authorization from the Bankruptcy Court to retain special counsel
to and will file an objection or otherwise seek a determination
from the Bankruptcy Court of the Allowed Amount, if any, of the
Senior Lender Secured Claim.

The unpaid amount of the Allowed Senior Lender Secured Claim as of
the Effective Date will (subject to funding of the Senior Claim
Distribution Reserve and Expense Reserve) (i) continue to be
secured by all Liens that secured such Claims as of the Petition
Date; (ii) accrue interest at a rate equal to 7.25% per annum or
such lesser rate as may be determined by the Bankruptcy Court at
the Confirmation Hearing; and (iii) be satisfied by Distributions
from the General Account consisting of monthly payments on the
third Business Day of each calendar month following the Effective
Date, in an amount equal to 85% of the funds on deposit in the
General Account (after deducting any transfers of funds required
under the Plan) on the last Business Day of the immediately
preceding calendar month, and such payments will continue to be
made until the Allowed Senior Lender Secured Claim is paid in
full.

Allowed General Unsecured Claims in Class 8, owed roughly
$16,930,000, will receive the following treatment:

     (A) If a Holder of an Allowed Claim in Class 8 makes the
Discounted Early Payment Election, such Holder will receive the
Discounted Early Payment Election Payment from the Senior
Claim Distribution Reserve.

     (B) Each Holder of an Allowed General Unsecured Claim that
does not make the Discounted Early Payment Election will receive
(i) its Pro Rata share of Distributions from the General Account
after payment in full of Claims in Classes 1 through 7 and (ii) if
such Claim is paid in full, its Pro Rata share of Distributions
from the General Account in the amount of interest that accrued
since the Petition Date on such Claim, calculated at the federal
judgment rate.

The Holders of Preferred Equity Interests in Lack's (Class 10) and
Common Equity Interests in Lack's (Class 11) will their Interests.

On the Effective Date, all Allowed Subsidiary Debtor Equity
Interests (Class 12) will be retained and reinstates and will vest
in Reorganized Lack's, except to the extent that the Reorganized
Debtors have been merged in accordance with the Plan.

A copy of the First Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/lack'sstores.doc1381.pdf

                        About Lack's Stores

Victoria, Texas-based Lack's Stores, Incorporated, is one of the
largest, independently-owned retail furniture chains in the United
States.  Lack's Stores is a chain of 36 retail stores and operates
under the trade styles Lacks and Lacks Home Furnishings.  The
Company sells a complete line of furnishings for the home
including furniture, bedding, major appliances and home
electronics.  The stores are located in South, Central, and West
Texas.

Lack's Stores filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Tex. Case No. 10-60149) on Nov. 16, 2010.  Affiliates Lack
Properties, Inc., Lack's Furniture Centers, Inc., and Merchandise
Acceptance Corporation filed separate Chapter 11 petitions.
Daniel C. Stewart, Esq., James J. Lee, Esq., Paul E. Heath, Esq.,
Michaela C. Crocker, Esq., and Katherine D. Grissel, Esq., at
Vinson & Elkins LLP, in Dallas, Tex., assist the Debtors in their
restructuring effort.  The Debtors estimated their assets and
debts at $100 million to $500 million.

Clifford A. Katz, Esq., at Platzer, Swergold, Karlin Levine,
Goldberg & Jaslow, LLP, in New York; and S. Margie Venus, Esq., at
Strong Pipkin Bissell & Legyard, L.L.P., in Houston, Tex.,
represent the Unsecured Creditors Committee as counsel.


LITTLEFIELD, TX: S&P Revises Outlook on 'B' SPUR on GO Debt
-----------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on its 'B'
long-term rating and underlying rating (SPUR) on Littlefield,
Texas' general obligation (GO) debt to stable from negative.

The outlook revision reflects Standard & Poor's opinion of the
city's willingness to increase water, sewer, and property tax
rates to meet debt service payments.

"We believe that despite the detention center's vacancy, the
revenue enhancement measures enacted by the city will likely allow
it to meet debt service obligations without any further draws on
debt service reserve funds," said Standard & Poor's credit analyst
Omar Tabani. "A sale of the detention facility, which would
mitigate the detention center's financial effect on the city, and
an improvement in the city's finances would likely result in an
upgrade. A negative rating action is possible should the facility
remain unsold and vacant for a prolonged period, continuing to
pressure the city's budget."

Standard & Poor's also affirmed its 'B' long-term rating and SPUR,
with a stable outlook, on the city's GO debt.

The rating continues to reflect Standard & Poor's view of the
city's:

    Fiscal stress associated with the Bill Clayton Detention
    Center,

    Historically weak general fund reserves, and

    Limited local economy and property tax base.

In 2000 and 2001, Littlefield issued roughly $10 million of
certificates of obligation to finance the construction of the Bill
Clayton Detention Center. The city intended to repay the
certificates with revenue generated by the facility under a
contract with the Texas Youth Commission. The facility is
currently vacant after the expiration and nonrenewal of several
contracts, most recently in 2008. City officials put the facility
up for sale. In November 2011, it received a $5 million bid for
the property. The city plans to use any proceeds from the sale of
the facility to cash defease a portion of the certificates issued
in 2000 and 2001.


LOS ANGELES DODGERS: District Court Stays Marketing of TV Rights
----------------------------------------------------------------
Matthew Futterman, writing for The Wall Street Journal, reports
that Delaware District Court Judge Leonard Stark granted the
request by Fox Sports for a stay of a bankruptcy court ruling that
allowed the Los Angeles Dodgers to market its media rights pending
the outcome of Fox's appeal.  Judge Stark scheduled a hearing on
the appeal for Jan. 12.

Fox's current contract prohibits the Dodgers from negotiating with
prospective bidders for the media rights until December.  That
deal runs through 2013.  Bankruptcy Judge Kevin Gross has ruled
the prohibition was not valid during a bankruptcy because it would
harm the creditors' ability to gain the highest return from the
sale.

WSJ notes the Dodgers and their financial consultants, Blackstone,
want to market the team's future media rights so prospective
bidders for the team will know just how much revenue the franchise
can earn in its next television contract.  That would allow them
to borrow more money and bid higher.  If the team can't market the
media rights, prospective bidders will have to guess at their
value and may not be inclined to bid as high.  Blackstone has been
planning a first round of bidding during for the last two weeks in
January.

Earlier this year, Fox offered the Dodgers a 17-year extension
valued at $2.7 billion, including a 35% stake in its regional
sports network Prime Ticket. Major League Baseball prevented the
deal from moving forward since it was pushing for the team's
current owner to sell the franchise.

According to WSJ, a spokesman for the Dodgers declined comment,
pending the release of Judge Stark's opinion explaining his ruling
on Tuesday.

"We're continuing to let the legal process play out," a Fox
spokesman said Friday, according to WSJ.

                   About Los Angeles Dodgers

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

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

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

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

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

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

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

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

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


LOWER BUCKS: Gets Interim Access to Bank of New York's Cash
-----------------------------------------------------------
The Bankruptcy Court authorized, in a tenth interim order, Lower
Bucks Hospital, et al., (i) to use cash collateral; and (ii) grant
adequate protection to The Bank of New York Mellon Trust Company,
N.A.

The Bank of New York is successor trustee for the Borough of
Langhorne Higher Education and Health Authority's Hospital Revenue
Bonds, Series of 1992.

The Debtors may use the cash collateral to finance their business
operations until March 2, 2012.

The Debtors will not, without prior written consent of the
indenture trustee, for any period, permit actual aggregate
disbursements by the Debtors for the period to be greater than the
projected amount thereof, by a percentage greater than the
percentage set forth in the period:

                 Period                         Maximum Deviation
                 ------                         -----------------
   One week period following the Petition Date        20%
   Two week period following the Petition Date        18%
   Three week period following the Petition Date      16.5%
   Each rolling four-week period ending thereafter    15%

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the indenture trustee:

   -- a security interest and replacement lien in all unrestricted
gross revenues acquired by the Debtors subsequent to the Petition
Date;

   -- a lien on the Debtor's real estate, subject only to a lien
of the Township of Bristol in the principal amount of $133,000,
which consists of several parcels comprising 23 acres located at
501 Bath Road, Bristol, Pennsylvania;

   -- a superpriority claim status, subject to a carve-out on
certain expenses.

The Debtors set a Feb. 29, 2012 final hearing at 11:00 a.m. on
their requested access to the cash collateral.  Objections, if
any, are due Feb. 24.

                     About Lower Bucks Hospital

Lower Bucks Hospital is a non-profit hospital based in Bristol,
Pennsylvania.  The Hospital is currently licensed to operate 183
beds.  Together with affiliates Advanced Primary Care Physicians
and Lower Bucks Health Enterprises, Inc., Lower Bucks owns a 36-
acre campus with several medical facilities.  The Hospital's
emergency room serves 30,000 patients annually.  For the fiscal
year ending June 30, 2009, Lower Bucks had $114 million in
consolidated revenues.

The Hospital filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Pa. Case No. 10-10239) on Jan. 13, 2010.  The Hospital's
affiliates -- Lower Bucks Health Enterprises, Inc, and Advanced
Primary Care Physicians -- also filed Chapter 11 petitions.
Jeffrey C. Hampton, Esq., and Adam H. Isenberg, at Saul Ewing LLP,
in Philadelphia, assist the Hospital in its restructuring effort.
Donlin, Recano & Company, Inc., is the Hospital's claims and
notice agent.  The Debtors tapped Zelenkofske Axelrod LLC for tax
preparation services.  The Hospital estimated assets and
liabilities at $50 million to $100 million.

Regina Stango Kelbon, Esq., at Blank Rome LLP, in Philadelphia,
represents the Official Committee of Unsecured Creditors as
counsel.


M&M STONE: Court Orders Dismissal of Chapter 11 Case
----------------------------------------------------
Bankruptcy Judge Bruce Fox dismissed the Chapter 11 case of M&M
Stone Company, ruling that dismissal is more  appropriate than
conversion to chapter 7, citing, among other things, that a
chapter 7 trustee would have little or no assets to administer for
creditors.

As reported in the Troubled Company Reporter on Nov. 30, 2011,
Roberta A. DeAngelis, the U.S. Trustee for Region 3, asked the
U.S. Bankruptcy Court for the Eastern District of Pennsylvania to
dismiss or convert the Chapter 11 case of M&M Stone to one under
Chapter 7 of the Bankruptcy Code.  The U.S. Trustee explained that
as of the Nov. 14 filing of its motion, the Debtor has not
retained counsel to represent it in the bankruptcy proceeding.

The U.S. Trustee noted that on Oct. 20, 2011, the Court denied the
Debtor's application to employ the law firm of Walfish & Noonan,
LLC.  The U.S. Trustee said the company must have counsel to
represent it in the bankruptcy proceeding.

                        About M&M Stone Co.

Telford, Pennsylvania-based M&M Stone Co. owns a quarry with a
recycling center.  The Company filed for Chapter 11 protection
(Bankr. E.D. Pa. Case No. 11-17266) on Sept. 18, 2011.  Judge Eric
L. Frank presides over the case.  The Company disclosed
$18,977,748 in assets and $8,987,589 in liabilities as of the
Chapter 11 filing.  The petition was signed by Brian L. Carpenter,
president.  As of Nov. 11, 2011, the Debtor has not yet obtained a
bankruptcy counsel.

Affiliate Drum Construction Company, Inc. (Bankr. E.D. Pa. Case
No. 11-14857) filed for Chapter 11 bankruptcy on June 17, 2011.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
four unsecured creditors to serve on the Official Committee of
Unsecured Creditors of M&M Stone Co.  The Committee tapped
EisnerAmper as accountants and Thorp Reed as counsel.


MANAGEMENT SOLUTIONS: Utah Court Appoints Receiver
--------------------------------------------------
At the behest of the U.S. Securities and Exchange Commission,
District Judge Bruce S. Jenkins in Utah appointed John A.
Beckstead of Holland & Hart LLP to serve without bond as receiver
for the estates of Management Solutions, Inc., Parkwood Management
Company, LLC, and Starwood Management Company, as well as all
assets of individuals Wendell Jacobson and Allen Jacobson.  The
receiver may choose to place those entities in bankruptcy.  The
case is SECURITIES AND EXCHANGE COMMISSION, v. MANAGEMENT
SOLUTIONS, INC., a Texas Corporation; WENDELL A. JACOBSON, and
ALLEN R. JACOBSON, Case No. 4:11-mc-03069-UNA (D. Utah).  A copy
of the Court's Dec. 22, 2011 Order is available at
http://is.gd/yMObEKfrom Leagle.com.

The receiver may be reached at:

          John A. Beckstead, Esq.
          HOLLAND & HART LLP
          Salt Lake City Office
          222 South Main Street, Suite 2200
          Salt Lake City, UT 84101
          Tel: 801-799-5823
          Fax: 800-840-4956
          E-mail: jabeckstead@hollandhart.com


MANISTIQUE PAPERS: Has Until April 13 to Propose Chapter 11 Plan
----------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware extended Manistique Papers, Inc.'s exclusive
periods to file and solicit acceptances for the proposed Chapter
11 Plan until April 13, 2012, and June 15, 2012, respectively.

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
case 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.


MANISTIQUE PAPERS: Court Authorizes Auction of Assets
-----------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware authorized Manistique Papers, Inc., to sell
some or all of the assets in an auction.

A hearing will be held on Jan. 26, 2012, at 2:30 p.m. (ET) to
approve any stalking horse protections for a stalking horse
purchaser.

Objections to the assumption or assignment of an executory
contract based on the provision of adequate assurance of future
performance by the assignee must be raised before the sale
hearing.

As reported in the Troubled Company Reporter on Dec. 21, 2011, the
Court authorized the auction of the business on Feb. 22.  No buyer
is yet under contract.

                      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
case 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.


MARMC TRANSPORTATION: Wyo. Court Allows Fremont Aviation Claims
---------------------------------------------------------------
Bankruptcy Judge Peter J. McNiff allowed two claims filed by
Fremont Aviation LLC against MarMc Transportation, Inc., in a
Dec. 19, 2011 Memorandum Opinion available at http://is.gd/QJezon
from Leagle.com.  Fremont Aviation filed two unsecured claims: (1)
Claim no. 14 for $54,981; and (2) Claim no 41 for $131,874.  MarMc
objects to the claims alleging that it is not responsible for the
claims, as Mark Richardson personally incurred the debt, not on
behalf of MarMc.  Judge McNiff, however, determined that Fremont
has carried its burden as to the validity and amount of Claim No.
14 and Claim No. 41.

                    About MarMc Transportation

Headquartered in Mills, Wyoming, MarMc Transportation, Inc.'s
principal business activity and purpose was moving oil drilling
rigs and relocating to and from drilling and well sites.  At its
height, MarMc showed gross annual income of $16,199,506 (2008) and
had 74 employees on its payroll.

MarMc filed for Chapter 11 bankruptcy protection (Bankr. D. Wyo.
Case No. 10-20653) on June 3, 2010, amid cash flow problems and
management void that caused it to default on various financial
obligations.  Stephen R. Winship, Esq., at Winship & Winship, PC,
assists the Company in its restructuring effort.  The Company
estimated $10 million to $50 million in assets and up to $10
million in debts in its Chapter 11 petition.

The United States Trustee has not appointed an unsecured
creditors' committee in the Debtor's case.

MarMc, through various sales approved by the Bankruptcy Court, has
sold almost all of its personal property, which sales resulted in
total proceeds of over $8,200,000.  MarMc also has sold a parcel
of real property for $640,000. A portion of the sale proceeds have
satisfied the lien claims of Wells Fargo Equipment Finance, Inc.
(except for its attorney fees estimated at no more than $25,000).
Additionally, $995,000 was paid, from the sale proceeds, against
the remaining real estate mortgage held by Wells Faro Bank.


MERCHANTS MORTGAGE: Files for Chapter 11 Protection
---------------------------------------------------
Merchants Mortgage & Trust Corp. LLC, struggling with its debt
after the deterioration of the real estate sector, filed for
Chapter 11 protection Thursday in Colorado to restructure its
business and continue working with a private equity partner.

Martin Bricketto at Bankruptcy Law360 reports that Merchants said
in bankruptcy filings that its prepackaged reorganization plan
would allow it to reconfigure its debt and raise capital to
support the origination of new loans for BD Funding LLC.

Merchants Mortgage & Trust Corporation LLC --
http://www.merchantsmtg.com/-- is a real estate finance company
based in Denver, Colorado, with a branch office in Phoenix,
Arizona (d/b/a/ Merchants Funding, LLC).  The Company's specialty
is making fix-and-flip loans to real estate investors.  It also
offers a 2, 3, or 5 year "mini-permanent" loan on non-owner
occupied residential (1 to 4 unit) investment properties that have
already been rehabilitated and rented.  As the market dictates, it
does some construction and small commercial real estate lending as
well.  Merchants has closed over 5,300 fix-and-flip loans totaling
over $1.2 billion to investors since 1997.


MONEY TREE: Sec. 341(a) Creditors' Meeting Set for Feb. 9
---------------------------------------------------------
The Bankruptcy Administrator in Montgomery, Alabama, will hold a
Meeting of Creditors pursuant to 11 U.S.C. Sec. 341(a) in the
Chapter 11 case of The Money Tree Inc. on Feb. 9, 2012, at 10:00
a.m. at Dothan Federal Courthouse, U.S. Bankruptcy Court.  Proofs
of claim are due in the case by April 9, 2012.

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

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

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


MOTORS LIQUIDATION: Old GM Formally Dissolved on December 15
------------------------------------------------------------
On Dec. 15, 2011, as required by the Second Amended Joint Chapter
11 Plan of liquidation dated March 18, 2011, Motors Liquidation
Company filed a Certificate of Dissolution with the Secretary of
State of the State of Delaware and was dissolved as of such date.
On the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.

In accordance with the Plan and the GUC Trust Agreement, the GUC
Trust will implement the wind-down of MLC and its affiliated
debtors, paying taxes and filing tax returns, making any other
necessary filings related to the wind-down and in general taking
any other actions necessary or appropriate to wind-down MLC and
its debtor subsidiaries.  The GUC Trust also assumed and will
administer the resolution of all disputed administrative expenses,
priority tax claims, priority non-tax claims and secured claims
against MLC and its debtor subsidiaries that were not resolved or
satisfied prior to the Dissolution Date.

On the Dissolution Date, MLC and its debtor subsidiaries
transferred cash to the GUC Trust in the amount of $43,378,627.
Also on the Dissolution Date, MLC transferred to the GUC Trust all
remaining undistributed shares of common stock and warrants for
the purchase of shares of common stock of General Motors Company
held by MLC as of the Dissolution Date.  The transferred common
stock and warrants consist of 30,967,561 shares of New GM common
stock, 28,152,186 warrants to acquire shares of New GM common
stock with an exercise price set at $10.00 per share and
28,152,186 warrants to acquire shares of New GM common stock with
an exercise price set at $18.33 per share.

                     About Motors Liquidation

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

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

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


NEGUS-SONS INC: 8th Cir. BAP Affirms Ruling on Omaha Bank Interest
------------------------------------------------------------------
The Bankruptcy Appellate Panel for the Eighth Circuit affirmed a
bankruptcy court order granting a motion for summary judgment
filed by Rick D. Lange, the Chapter 7 trustee of Negus-Sons,
Inc.'s bankruptcy estate pursuant to a Dec. 22, 2011 decision
available at http://is.gd/fZUaJKfrom Leagle.com.

The Chapter 7 Trustee sought, and the bankruptcy court entered, an
order determining that Mutual of Omaha Bank does not have a
security interest in certain of the Debtor's personal property.
The United States and the Contractors, Laborers, Teamsters and
Engineers Pension Plan; the Contractors, Laborers, Teamsters and
Engineers Health and Welfare Plan; and the International Union of
Operating Engineers, Local No. 571 support of the Chapter 7
Trustee's position.  Mutual of Omaha Bank took an appeal.

Mutual of Omaha Bank is the successor in interest to Nebraska
State Bank of Omaha with respect to a business loan agreement and
promissory note the debtor executed with NSB for $1,469,077.

The case is Rick D. Lange, Chapter 7 Trustee, Plaintiff-Appellee,
v. Mutual of Omaha Bank, Defendant-Appellant; United States
Treasury, Internal Revenue Service; Contractors, Laborers,
Teamsters and Engineers Pension Plan; Contractors, Laborers,
Teamsters and Engineers Health and Welfare Plan; International
Union of Operating Engineers, Local No. 571 Defendants-Appellees,
No. 11-6062 (8th Cir. BAP).

Omaha, Nebraska-based Negus-Sons, Inc., was primarily engaged in
earth moving for commercial construction projects.  Negus-Sons
filed for Chapter 11 bankruptcy (Bankr. D. Neb. Case No. 09-82518)
on Sept. 23, 2009.  Bankruptcy Judge Timothy J. Mahoney was
assigned to the case.  David Grant Hicks, Esq. --
dhickslaw@aol.com -- at Pollak & Hicks PC, served as the Debtor's
counsel.  In its petition, the Debtor estimated under $50,000 in
assets and $1 million to $10 million in debts.  The petition was
signed by Gregory D. Negus, president of the Company.

The case was converted to one under Chapter 7 on Feb. 18, 2010, on
the motion of the United States Trustee, and Rick D. Lange was
appointed as the Chapter 7 trustee.


NEWPAGE CORP: Files Schedules of Assets and Liabilities
-------------------------------------------------------
NewPage Consolidated Paper Inc. filed with the U.S. Bankruptcy
Court for the District of Delaware its schedules of assets and
liabilities, disclosing:

  Name of Schedule                     Assets       Liabilities
  ----------------                     ------       -----------
A. Real Property                           $0
B. Personal Property                       $0
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                $2,794,054,152
E. Creditors Holding
   Unsecured Priority
   Claims                                                    $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                          $264,850,102
                                       ------    --------------
      TOTAL                                $0    $3,058,904,254

                      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.


NOVEMBER 2005: Judge Nakagawa Won't Overturn Auction Results
------------------------------------------------------------
Steve Green at Vegas Inc. reports that Judge Mike Nakagawa has
declined to overturn the results of last week's auction of 1,340
acres of undeveloped land in the stalled Park Highlands planned
community in North Las Vegas.

The report relates that the development of Park Highlands has been
stalled by the poor local economy and two bankruptcies within two
years of its lead development company, an entity called November
2005 Land Investors LLC.

Thee report says that winning bidders for the land, who offered
$21 million for the property, will likely take title to the
property soon.

According to the report, KBS Strategic Opportunity Reit Inc. of
Newport Beach, California, part of the KBS development companies,
teamed up with other investors to buy the Park Highlands acreage,
which is entitled for more than 7,200 residential units, 120 acres
of commercial and resort uses as well as parks and other public
facilities.

The report says Ross Perot Jr.'s company in Dallas, Hillwood
Communities, already owns some 400 acres at Park Highlands and had
unsuccessfully bid for the additional 1,340 acres.  After losing
the auction, the affiliate asked Judge Nakagawa to cancel the
auction results and let the Hillwood affiliate buy the land for
the same price, $21 million.

According to the report, Hillwood said its plan offers a better
return to creditors since it was willing to forgive nearly
$5 million in debt it claims to be owed for Park Highlands
infrastructure costs -- a claim disputed by Park Highlands
lenders.  Hillwood also cited alleged irregularities in the
auction, but attorneys for the winning bidders noted Hillwood had
failed to object to the sale during a confirmation hearing the day
after the auction.

                About November 2005 Land Investors

November 2005 Land Investors LLC was formed on Oct. 11, 2005, for
the purpose of acquiring -- together with a third party entity --
roughly 2,675 gross acres (1,947 net acres) located in North Las
Vegas, Nevada, which is part of the Park Highlands Project.  NLV
Holding LLC is the 100% owner of November 2005.  BOPH Inc. is the
100% owner of NLV Holding.

November 2005 Land Investors LLC and affiliates, NLV Holding LLC
and BOPH Inc. filed separate Chapter 11 petitions (Bankr. D. Nev.
Case Nos. 11-20704, 11-20707 and 11-20709) on July 6, 2011.  Judge
Mike K. Nakagawa presides over the 2011 cases.  James D. Greene,
Esq., at Greene Infuso, LLP, serves as the Debtors' bankruptcy
counsel.

November 2005 Land first filed for Chapter 11 protection (Bankr.
D. Nev. Case No. 09-17474) on May 8, 2009.  Judge Nakagawa also
handled that case.  Richard F. Holley, Esq., at Santoro, Driggs,
Walch, Kearney, Holley & Thompson as general bankruptcy counsel.
In the 2009 petition, the Debtor disclosed estimated assets and
debts of $100 million to $500 million.

Still laden with a significant debt load and under continued
housing market stress, the reorganized November 2005 defaulted on
interest payments within four months of emergence from chapter 11.
The owners of November 2005 stopped funding infrastructure
improvements and service obligations in 2010.

Wilmington Trust, National Association, succeeded Credit Suisse
AG, Cayman Islands Branch, as administrative agent and collateral
agent to the Debtors' First Lien Lenders.  Credit Suisse
Securities (USA) LLC serves as syndication agent.  The First Lien
Agent is represented by lawyers at Orrick, Herrington & Sutcliffe
LLP and Shea & Carlyon, Ltd.


PETRA FUND: Judge Approves Unit's Chapter 11 Disclosures
--------------------------------------------------------
Kaitlin Ugolik at Bankruptcy Law360 reports that Petra Fund REIT
Corp. and its parent company Petra Offshore Fund LP on Thursday
cleared the first hurdle on the way to approval of their
Chapter 11 restructuring plan when a New York bankruptcy judge
approved an amended version of their disclosure statement.

                        About Petra Fund

Petra Fund REIT Corp. and its affiliates are in the business of
originating, investing in, structuring and trading loans secured
by commercial real-estate.  Petra Offshore Fund LP is the parent.

Petra Fund and Petra Offshore sought Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 10-15500) on Oct. 20, 2010, and are
represented by Shaya M. Berger, Esq., and Brian E. Goldberg, Esq.,
at Dickstein Shapiro, LLP.  At the time of the filing, each of the
Debtor estimated its assets at less than $10 million and its debts
at more than $100 million.

Petra Fund blamed its Chapter 11 filing on the extraordinary and
unprecedented collapse of the credit and commercial real estate
markets, which caused a mark-to-market value of its assets to
plummet.


PT ARPENI: Hearing on Chapter 15 Petition on Jan. 12
----------------------------------------------------
A hearing will be held Jan. 12, 2012, at 11:00 a.m. in U.S.
Bankruptcy Court on the petition for creditor protection under
Chapter 15 of the U.S. Bankruptcy Code filed for PT. Arpeni
Pratama Ocean Line Tbk.

PT Arpeni Pratama Ocean Line Tbk -- http://www.apol.co.id/-- is
Indonesia's leading diversified shipping company, owning and
operating the largest fleet of Indonesian flagged dry bulk
vessels.  Arpeni operates a fleet of general-purpose specialist,
such as their tweendecker MV Alas, which is designed to transport
dry cargoes such as plywood and agricultural products.  As of
June 30, 2011, Arpeni operated 77 wholly-owned vessels and two
vessels under long term charters.

Arpeni filed for bankruptcy protection on Dec. 12, 2011, in the
U.S. to block a group of dissident note holders from torpedoing
its debt restructuring in Indonesia.  Fida Unidjaja, as PT
Arpeni's foreign representative, estimated $500 million to
$1 billion in assets and liabilities in the Chapter 15 petition
(Bankr. S.D.N.Y. Case No. 11-15691) for the company.  Judge Allan
L. Gropper oversees the Chapter 15 case.  Fida Unidjaja is
represented by Pedro A. Jimenez, Esq., and Ross Barr, Esq., at
Jones Day.

Arpeni is seeking U.S. court recognition of its proceeding before
the Commercial Court at the Central Jakarta District Court
as a foreign main proceeding.  PT Bank Central Asia Tbk., an
unsecured lender, commenced the Jakarta proceeding on Aug. 5,
2011, which Arpeni voluntarily joined.  On Aug. 24, 2011, the
Jakarta Court issued a temporary suspension of debt payment
decision, effectively staying actions on claims against the
Foreign Debtor for an initial period of 45 days.

Throughout the proceeding, Arpeni remained in possession of and
continued its business while it restructured its debt.

On Dec. 9, 2009, Arpeni announced an informal payment moratorium
with certain of its creditors pursuant to which Arpeni ceased
making payments of interest or principal.

The trustee under the indenture with respect to the U.S. Notes on
Sept. 6, 2011, had accelerated the U.S. Notes and demanded
performance by the Debtor of its obligations as guarantor under
the U.S. Notes Indenture.

In the Jakarta proceeding, the Debtor sought and obtained
approval of a composition plan from the requisite percentage of
its creditors participating in the plan pursuant to Indonesian
bankruptcy law.  In particular, the Composition Plan was approved
by approximately 95% of the Debtor's secured creditors and 80% of
the Debtor's unsecured creditors, in each case present and voting
at a hearing before the Indonesian Court on Nov. 1, 2011 and
holding claims that had been verified for inclusion in the
Foreign Proceeding.  As provided in the Composition Plan as
embodied in the Settlement Agreement, on Nov. 18, 2011, Arpeni
launched an exchange offer and tender offer.


PITTSFIELD RESIDENTIAL: Default Judgment Endorsed to District Ct.
-----------------------------------------------------------------
Bankruptcy Judge John H. Squires recommended to the District Court
that a final default judgment be entered declaring the claim of
National P & H Supply Company d/b/a National Plumbing & Heating
Supply against Pittsfield Residential II LLC invalid after
National failed to answer or otherwise plead after being served
with Pittsfield's Complaint on Sept. 7, 2011.  The case is
PITTSFIELD RESIDENTIAL II, LLC, v. NATIONAL P & H SUPPLY COMPANY
d/b/a NATIONAL PLUMBING & HEATING SUPPLY, Adv. Proc. No. 11-02131
(Bankr. N.D. Ill.).  A copy of Judge Squires' Nov. 29, 2011
Proposed Findings of Fact, Conclusions of Law and Recommendations
of the Bankruptcy Court With Respect to Entering Default Judgment
is available at http://is.gd/itLzg0from Leagle.com.

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


POWER-SAVE CORPORATION: Posts $438,000 Net Loss in 2011 3rd Qtr.
----------------------------------------------------------------
Power-Save Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $438,026 on $186,318 of revenues for the three months ended
Sept. 30, 2011, compared with a net loss of $153,061 on $1.7
million of revenues for the same period of 2010.

For the nine months ended Sept. 30, 2011, the Company reported a
net loss of $853,280 on $690,157 of revenues, compared with a net
loss of $465,363 on $2.8 million of revenues for the same period
last year.

"The Company has not attained profitable operations and is
dependent upon obtaining financing to pursue any extensive
acquisitions and activities." the Company said in the filing.  For
these reasons, our auditors stated in their report on our audited
financial statements that they have substantial doubt that we will
be able to continue as a going concern without further financing."

A copy of the Company's Form 10-Q for the third quarter is
available for free at http://is.gd/XIZ4TR

The Company reported a net loss of $737,917 on $3.2 million of
revenue for the fiscal year ended Dec. 31, 2010, compared with a
net loss of $575,495 on $4.7 million for the fiscal year ended
Dec. 31, 2009.

A copy of the Form 10-K/A for fiscal year ended Dec. 31, 2010, is
available for free at http://is.gd/OMMfvf

The Company reported a net loss of $220,582 on $171,503 of revenue
for the three months ended June 30, 2011, compared with a net loss
of $183,420 on $551,683 of revenue for the same period of 2010.

For the six months ended June 30, 2011, the Company has reported a
net loss of $415,254 on $503,839 or revenues, compared with a net
loss of $312,302 on $1.1 million of revenues for the six months
ended June 30, 2010.

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

San Luis Obispo, Calif.-based Power-Save Corporation manufactures,
markets, and sells renewable energy and energy savings products.


QUIZNOS CORP: Majority of Creditors Accept Restructuring Plan
-------------------------------------------------------------
The Associated Press reports that Quiznos said a majority of its
creditors have agreed to a plan by the restaurant chain to
restructure or pay off some $875 million in debt, but it may yet
file for Chapter 11 bankruptcy protection.

According to the report, the plan outlined on Dec. 23, 2011, calls
for one of Quiznos' major creditors, investment firm Avenue
Capital, to invest $150 million of new equity capital into the
chain.  The investment would be made up of equity and the
conversion of debt to equity, and would make Avenue Capital
majority owner of the Denver-based sandwich seller.

The report says the plan would eliminate nearly one-third of
Quiznos' debt and provide it with $75 million to continue
operating.

The report relates Quiznos said it will file for bankruptcy
protection if it fails to reach restructuring deals with all of
its creditors and cannot receive significant concessions from
former executives and certain landlords and former area
developers.  Quiznos CEO Greg MacDonald said the company expects
to continue operating as usual and to honor all its vendor
obligations while it pursues the out-of-court restructuring
process.

The report notes, in April 2010, the company disclosed it received
a significant capital injection from its primary shareholders and
had the terms of its debt extended to give it more financial
breathing room.

The report says the restructuring plan Quiznos has announced calls
for part of the funding provided by Avenue Capital to be used to
retire nearly $300 million of the company's first-lien debt.

Quiznos one of the nation's premier quick service restaurant
chains and pioneer of the toasted sandwich.


R&G FINANCIAL: Court Confirms Third Amended Ch. 11 Plan
-------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court
confirmed R&G Financial's Third Amended Chapter 11 Plan of
Liquidation.  According to documents filed with the Court, "The
Debtor's Plan contemplates an orderly liquidation of its remaining
assets and ratable distribution of such remaining assets among its
creditors. Substantially all of the Debtor's parties in interest
have reviewed, commented upon, and shaped the structure and design
of the Plan. The Debtor submits that an orderly liquidation of its
estate is in the best interests of all of its creditors. . . ."

                      About R&G Financial

San Juan, Puerto Rico-based R&G Financial Corporation was the
direct parent of R-G Premier Bank of Puerto Rico, a state-
chartered nonmember bank, through which RGFC primarily conducted
its business.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D. P.R. Case No. 10-04124) on May 14, 2010.
Brent R. McIlwain, Esq., Robert W. Jones, Esq., Esq., at Patton
Boggs LLP, in Dallas; and Jorge I. Peirats, Esq., at Pietrantoni,
Mendez & Alvarez, in Hato Rey, P.R., serve as the Debtores
bankruptcy counsel.  The Debtor disclosed US$40,213,356 in assets
and US$420,687,694 in debts as of the Petition Date.


RIVER WEST PLAZA: 7th Cir. Rejects Schwab Appeal as Moot
--------------------------------------------------------
Noting that "While substance counts, procedure does too," the U.S.
Court of Appeals for the Seventh Circuit in Chicago shot down an
appeal by Frank Schwab over the bankruptcy court's disallowance of
his claim against River West Plaza-Chicago, LLC, because Mr.
Schwab failed to:

     -- obtain a stay of the sale of River West's property
        pending appeal, as required under 11 U.S.C. Sec.
        363(m); and

     -- file a notice of appeal that challenged the bankruptcy
        court's order approving the joint liquidation plan that
        distributed the sales proceeds.

Mr. Schwab had filed a lawsuit against River West pre-bankruptcy
in state court, alleging that he was entitled to a percentage of
River West's profits under a written agreement.  After the
bankruptcy petition, a stay automatically issued against the
state-court litigation.  Mr. Schwab then filed a notice of claim
with the bankruptcy court, so that he could continue to pursue the
money that he believes River West owes him.  Although Mr. Schwab
argued that a lis pendens that he filed in connection with his
state-court lawsuit made his claim a secured one, the bankruptcy
court disagreed.  At a September 2010 hearing, the bankruptcy
court disallowed the claim in its entirety. According to the
bankruptcy court, even if the allegations in the state-court
litigation were true, Mr. Schwab could have nothing more than an
equity interest in River West, which would necessarily be
subordinate to all other creditors' claims and thus worthless.

A copy of the Seventh Circuit's decision dated Dec. 22, 2011, is
available at http://is.gd/OVScEifrom Leagle.com.

                  About River West Plaza-Chicago

River West Plaza-Chicago LLC owned and operated a single asset:
Joffco Square, a shopping center in Chicago.  River West filed for
Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No.
09-46258) on Dec. 7, 2009.  Forrest B. Lammiman, Esq., and David
L. Kane, at Meltzer, Purtill & Stelle LLC, in Chicago, represented
the Debtor as counsel.  In its schedules, the Debtor disclosed
$29,084,466 in assets and $32,511,036 in liabilities.

On Dec. 15, 2010, the Court approved the sale of Joffco Square to
Inland Real Estate Corporation.  On Dec. 22, 2010, the Bankruptcy
Court confirmed the Joint Chapter Plan of Liquidation of Bank of
America, N.A. and the Debtor.  On Feb. 23, 2011, the Bankruptcy
Court issued its final decree and closed the bankruptcy.


ROOFING SUPPLY: S&P Keeps 'B+' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Roofing Supply Group LLC's senior secured bonds due 2017 to '4'
from '3', indicating its expectation for average (30% to 50%)
recovery in the event of payment default. The issue-level
rating remains 'B+', the same as the corporate credit rating.

"While our issue-level ratings on the senior notes have not
changed, we revised our recovery rating on those notes to reflect
lower potential recovery for the senior note holders because the
increased size of RSG's new $150 million senior secured revolving
credit facility, (compared with the prior $60 million facility),
results in greater priority claims in our default scenario," S&P
said.

"The 'B+' corporate credit rating on Roofing Supply Group LLC
(RSG) reflects Standard & Poor's assessment of the company's
'weak' business risk profile (as our criteria define the term),
given its limited geographic diversity, relatively small size and
scale of operations, and highly competitive end markets. The
rating also reflects an 'aggressive' financial risk profile and
high debt levels and interest costs, although Standard & Poor's
acknowledges that the company's operating performance
significantly improved in 2011. The improvement will result in
lower leverage measures that we would consider to be strong for
the rating. Specifically, we expect fiscal year-end adjusted
debt to EBITDA to be in the 3.0x to 3.5x range, as opposed to 4.5x
a year ago. Much of the improvement is due to higher EBITDA
generation, in turn a result of strong demand for replacement
roofing. Significant storm activity in the U.S. in 2011 was the
reason behind the high demand," S&P said.

Ratings List

Roofing Supply Group LLC
Corporate credit rating    B+/Stable

Ratings Affirmed; Recovery Rating Revised
                            To        From
Roofing Supply Group LLC
Senior secured             B+        B+
  Recovery rating           4         3


ROOMSTORE INC: Has 7-Member Unsecured Creditors Committee
---------------------------------------------------------
W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, named seven
members to the official committee of unsecured creditors in the
bankruptcy case of RoomStore, Inc.  The committee members are:

     (1) Haining Home Craft Furniture
         Attn: Sun Jiam Xin
         No. 1 Jian Shan
         Haining City, Zhejiang China
         Tel: 086-021-60511083
         Fax: 086-2160511083
         E-mail: sjiam@haininghome.com.cn

     (2) Klaussner Home Furnishings
         Attn: Kim Cockerham
         405 Lewallen Rd.
         Ashboro, NC 27205
         Tel: 336-325-3175 ext. 8110
         Fax: 336-328-8780
         E-mail: kcockerham@klaussner.com

     (3) Sealy, Inc.
         Attn: Eddie Garner
         One Office Parkway at Sealy Drive
         Trinity, NC 27370
         Tel: 336-861-3863
         Fax: 336-861-3863
         E-mail: egarner@sealy.com

     (4) U.S. Quality Furniture Services, Inc.
         Attn: Judy Miller
         8920 Winkler Dr.
         Houston, TX 77017
         Tel: 713-943-7016
         Fax: 713-943-0864
         E-mail: jmiller@usqfs.com

     (5) Duke Realty Limited Partnership
         Attn: Douglas E. Greer
         2525 E. Camelback Rd., Suite 940
         Phoenix, AZ 85016
         Tel: 480-606-9010
         Fax: 480-606-9100
         E-mail: doug.greer@dukerealty.com

     (6) Old Dominion Truck Leasing, inc.
         Attn: John R. Congdon, Jr.
         7511 Whitepine Rd.
         Richmond, VA 23237
         Tel: 804-275-7832
         Fax: 804-275-7847
         E-mail: jrcongdon@oldleasing.com

     (7) KHOU-TV
         Attn: Jason W. Mathews
         400S. Record Street, Suite 1225
         Dallas, TX 75202
         Tel: 214-977-4503
         Fax: 214-977-4664
         E-mail: jmathews@belo.com

                          About RoomStore

Richmond, Virginia-based RoomStore, Inc., operates a chain of 64
retail furniture stores, including both large-format stores and
clearance centers in eight states: Pennsylvania, Maryland,
Virginia, North Carolina, South Carolina, Florida, Alabama, and
Texas.  It also has five warehouses and distribution centers
located in Maryland, North Carolina, and Texas that service the
Retail Stores.  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, 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 was founded in 1992 in Dallas, Texas, with four retail
furniture stores.  With more than $300 million in net sales for
its fiscal year ending 2010, RoomStore is one of the 30 largest
furniture retailers in the United States.

RoomStore filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case
No. 11-37790) on Dec. 12, 2011, following store-closing sales at
four of its retail stores, located in Hoover, Alabama;
Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore,
Maryland.  Judge Douglas O. Tice, Jr., presides over the case.
Lawyers at Lowenstein Sandler PC and Kaplan & Frank, PLC serve as
the Debtor's bankruptcy counsel.

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.  The petition was signed by
Stephen Girodano, president and chief executive officer.


RQB RESORT: Cash Use Expires Dec. 31; Extension Hearing Today
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized, on a seventh interim basis, RQB Resort LP and RQB
Development LP to use the cash collateral securing obligations to
Goldman Sachs until Dec. 30, 2011.

A continued hearing is scheduled for today, Dec. 27, at 1:30 p.m.,
on the Debtors' request for cash collateral use.

The Debtors may use the cash collateral to fund their business
operations postpetition.  The Debtors will not disburse any
amounts to insiders, and will not pay any prepetition debt.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant Goldman Sachs a replacement
lien on all postpetition account receivable to the same extent,
validity and priority as the security interests Goldman Sachs held
as of the Petition Date, and superpriority administrative expense
claim status.

As additional adequate protection, the Debtor will provide Goldman
Sachs by the 15th of each month with each of the financial reports
previously provided to Goldman Sachs by the Debtors prepetition.

                         About RQB Resort

RQB Resort LP and RQB Development LP own Florida's Sawgrass
Marriott Resort, the site of the U.S. PGA Tour's Tournament
Players Championship.

Ponte Vedra Beach, Florida-based RQB Resort, LP, aka Sawgrass
Marriott Resort & Cabana Club, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 10-01596) on March 1, 2010.
The Company's affiliate -- RQB Development, LP, aka Sawgrass
Marriott Golf Villas & Spa -- filed a separate Chapter 11
petition.  The Company estimated its assets and debts at
$100 million to $500 million in its Chapter 11 petition.


SAAB AUTOMOBILE: U.S. Unit Taps Administrator to Run Company
------------------------------------------------------------
Jonathan Welsh, writing for The Wall Street Journal, reports that
Saab Cars North America, the U.S. sales and distribution unit of
Swedish car maker Saab Automobile AB, has named an outside
administrator to run the company as part of a plan to avoid
immediate liquidation following its parent company's bankruptcy
filing Monday.

During a telephone conference with reporters last week, the U.S.
operation's chief operating officer Tim Colbeck said the outside
firm, McTevia & Associates, will attempt to resume the unit's
operations including warranty work and business with dealers that
essentially stopped with the bankruptcy filing.

Mr. Colbeck also said the U.S. Saab operation is trying to
reestablish business with its parts supplier in Sweden, which is a
separate company that is not in bankruptcy.

Mr. Colbeck said the U.S. unit "basically stopped our business in
an effort to not incur any additional debt."

WSJ relates Mr. Colbeck said the overall plan is to "keep this
brand going."  However, he acknowledged that the outlook right is
not good.  Creditors could still force Saab North America into
bankruptcy and liquidation, he said.  The U.S. unit could also
seek court protection in the future, though it has made a point so
far of keeping the procedures out of court, he said.


SEAHAWK DRILLING: Court OKs Initial Distribution of 14MM Shares
---------------------------------------------------------------
Citybizlist reports that on Dec. 22, 2011, the Bankruptcy Court
approved the initial distribution of roughly 14.1 million shares
of common stock of Seahawk Drilling Inc. and certain of its
subsidiaries that had been reserved and held in escrow for the
benefit of the holders of claims under the Seahawk Plan.

According to the report, the shares will be released to certain
parties entitled to such shares in accordance with the order of
the Bankruptcy Court and will be subject to resale on the Nasdaq
market or in other transactions.

The report says the Company believed that the issuance of the
shares of common stock as part of the distribution, as provided in
the Seahawk Plan and various court orders, will be made in
accordance with Bankruptcy Code Section 1145.  Accordingly, in
general, recipients of the shares are expected to be able to
resell the securities so received without registration, subject to
certain exceptions for an affiliate or underwriter and otherwise
as provided under Bankruptcy Code Section 1145.  Recipients of
such shares are advised to consult with their own legal advisors
as to the availability of any exemption from registration under
applicable law in any given instance and as to any applicable
requirements or conditions to such availability, and the Company
makes no representations concerning the right of any person to
trade in the shares of the Company's common stock issued under the
Seahawk Plan.

The report notes that approximately 2.7 million shares of common
stock will remain in escrow under the Seahawk Plan after the
initial distribution. The shares are subject to future
distribution in accordance with the Seahawk Plan and as may be
approved by the Bankruptcy Court.

                      About Seahawk Drilling

Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offers rigs and drilling crews on a day rate
contractual basis.

The Company and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Lead Case No. 11-20089) on Feb. 11,
2011.  Berry D. Spears, Esq., and Jonathan C. Bolton, Esq., at
Fullbright & Jaworkski L.L.P., in Houston, serve as the Debtors'
bankruptcy counsel.  Shelby A. Jordan, Esq., and Nathaniel Peter
Holzer, Esq. at Jordan, Hyden, Womble, Culbreth & Holzer, P.C., in
Corpus Christi, Texas, serve as the Debtors' co-counsel.  Alvarez
and Marsal North America, LLC, is the Debtors' restructuring
advisor.  Simmons & Company International is the Debtors'
transaction advisor.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  Judy A. Robbins, U.S. Trustee for
Region 7, appointed three creditors to serve on an Official
Committee of Unsecured Creditors of Seahawk Drilling Inc. and its
debtor-affiliates.  Heller, Draper, Hayden, Patrick & Horn,
L.L.C., represents the creditors committee.

In its amended schedules, Seahawk Drilling disclosed $208,190,199
in assets and $438,458,460 in liabilities as of the petition date.

Seahawk filed for Chapter 11 protection to complete the sale of
all assets to Hercules Offshore, Inc.  As reported by the Troubled
Company Reporter on April 11, 2011, the Bankruptcy Court approved
an Asset Purchase Agreement between Hercules Offshore and its
wholly owned subsidiary, SD Drilling LLC, and Seahawk Drilling,
pursuant to which Seahawk agreed to sell to Hercules, and Hercules
agreed to acquire from Seahawk, all 20 of Sellers' jackup rigs and
related assets, accounts receivable and cash and certain
liabilities of Sellers in a transaction pursuant to Section 363 of
the U.S. Bankruptcy Code.  The deal was valued at about $176
million when it received court approval.

The purchase price for the acquisition will be funded by the
issuance of roughly 22.3 million shares of Hercules Offshore
common stock and cash consideration of $25 million, which will be
used primarily to pay off Seahawk's Debtor-in-Possession
loan.  The number of shares of Hercules Offshore common stock to
be issued will be proportionally reduced at closing, based on a
fixed price of $3.36 per share, if the outstanding amount of the
DIP loan exceeds $25 million, with the total cash consideration
not to exceed $45 million.  The deal closed on April 27, 2011.


SIONIX CORPORATION: Kabani & Company Raises Going Concern Doubt
---------------------------------------------------------------
Sionix Corporation filed with the Securities and Exchange
Commission on Dec. 21, 2011, its annual report on Form 10-K for
the fiscal year ended Sept. 30, 2011.

Kabani & Company, Inc., in Los Angeles, Calif., expressed
substantial doubt about Sionix Corporation's ability to continue
as a going concern.  The independent auditors noted that the
Company has incurred cumulative losses of $31.9 million.  "In
addition, the company has had negative cash flow from operations
for the period ended Sept. 30, 2011. of $2,187,812."

The Company reported a net loss of $6.3 million on $nil revenues
for the fiscal year ended Sept. 30, 2011, compared with net income
of $3.3 million on $1.6 million of revenues for the fiscal year
ended Sept. 30, 2010.

Other income (expense) totaled ($2.1 million) during the fiscal
year ended Sept. 30, 2011, a decrease of ($7.2 million) from the
period ended Sept. 30, 2010.  This difference is due mainly to the
decrease in the amount of $4.4 million in the gains associated
with fair value of derivative liabilities.  The Company incurred
interest expense of $499,398 during the fiscal year ended
Sept. 30, 2011, a decrease of $402,811 or 45%, as compared to
$902,209 for the fiscal year ended Sept. 30, 2010.

During the fiscal year ended Sept. 30, 2011, the Company recorded
a loss on settlement of debt of $1.7 million compared to a gain of
$731,137 for the prior year.  This change is due to the Company's
settling numerous liabilities using common stock.

The Company's balance sheet at Sept. 30, 2011, showed $1.4 million
in total assets, $2.8 million in total current liabilities, and a
stockholders' deficit of $1.4 million.

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

                       http://is.gd/GAY7YR

Los Angeles, Calif.-based Sionix Corporation designs, develops,
markets and sells cost-effective water management and treatment
solutions intended for use in the oil and gas, agriculture,
disaster relief, and municipal (both potable and wastewater)
markets.


SMITHVILLE CROSSING: Court Rejects Rialto's Bid to Set Aside Order
------------------------------------------------------------------
Bankruptcy Judge J. Rich Leonard denied the request of Rialto Real
Estate Fund LP to set aside an order denying relief from the
automatic stay entered by the court on Sept. 28, 2011, in
Smithville Crossing LLC's Chapter 11 case.

Rialto filed a motion for relief from the automatic stay on
June 13, 2011, and a three-day hearing was held in August 2011.
At the hearings, Rialto presented testimony from a financial
expert who stated that, in his opinion, the appropriate interest
rate for a loan to the debtor would be the prime rate plus a 7% to
8% adjustment.  The court entered an order denying Rialto's motion
on Sept. 28, after finding that the appropriate interest rate
would be the prime rate plus a 3% to 5% adjustment.

In asking the Court to set aside the Sept. order, Rialto contends
that the Court overlooked the financial expert's report on risk
factors associated with the appropriate interest rate.  However,
the Court thoroughly reviewed the financial expert's report before
concluding that the financial expert was "credible but not
dispositive."  According to Judge Leonard, the Court found that
several of the risk factors identified by the financial expert
were macro economic findings that simply bolstered his conclusion
that there is currently no efficient market for the type of loan
the debtor would require.

In arriving at the appropriate interest rate, the Court looked for
unique risk factors that make the interest rate fair and equitable
with regard to this particular project.  Specifically, there was
evidence that the debtor's property was well maintained,
completely finished, and generating rents.  Judge Leonard said the
Court's finding that the interest rate should be the prime rate
plus a 3% to 5% adjustment is supported by competent evidence and
thus is not manifestly unjust.

Rialto also argues that the Debtor failed to present evidence that
the property at issue was necessary for an effective
reorganization.  According to Judge Leonard, whether the debtor
had a true prospect of reorganization is an issue previously
litigated during the hearings.  It was determined by the Court
that the debtor made a prima facie showing that there is a real
possibility of reorganization in place.  This finding was
supported by testimony from the principal of the debtor and the
debtor's plan projections.

A copy of Judge Leonard's Dec. 22, 2011 Order is available at
http://is.gd/zYkhOwfrom Leagle.com.

Smithville Crossing LLC, owner of the Smithville Crossing shopping
center in Southport, North Carolina, filed a Chapter 11 petition
(Bankr. E.D.N.C. Case No. 11-02573) on April 1, 2011.  George M.
Oliver, Esq., at Oliver & Friesen, PLLC, in New Bern, North
Carolina, serves as counsel to the Debtor.  The Debtor estimated
assets and debts of $1 million to $10 million as of the Chapter 11
filing.


SONYA PORRETTO: Judge Bohm Converts Case to Chapter 7 Proceeding
----------------------------------------------------------------
Michael A. Smith at the Daily News, citing court documents,
reports that U.S. Bankruptcy Judge Jeff Bohm on Dec. 19, 2011,
converted the Chapter 11 case of Sonya Porretto to a Chapter 7
proceeding.

According to the report, the order was in response to an October
motion by Judy A. Robbins, a bankruptcy trustee for the Southern
District of Texas, who argued Porretto had failed to file a
disclosure statement and reorganization plan due before Nov. 24,
2009.  Ms. Robbins also said Porretto was not being represented by
legal counsel.

The report relates that the order raises the possibility that the
strip of beach in front of Galveston's seawall could become
available for sale.

The report adds that the order also raises question about whether
the Texas General Land Office would attempt to intervene in a
sale, claiming the property is owned by the public, or buy the
land itself to settle a long dispute about who owns it.

A meeting of creditors is scheduled for 3:30 p.m. Jan. 9, 2012, at
the Bob Casey federal courthouse, 515 Rusk Ave., in Houston.

Sonya Porretto filed for Chapter 11 bankruptcy protection in 2009.
The filing showed that the Debtor owed $700,000 to CitiMortgage
Inc. and $230,000 to JPMorgan Chase Bank on a $1.4 million house
on Cedar Creek Drive in Houston.  The Debtor listed unsecured debt
of more than $150,000, including $29,000 to the Harris County Tax
Assessor and $7,500 to the Galveston County Tax Assessor.


SPECTRAWATT INC: Court OKs Lynn Tillotson as Litigation Counsel
---------------------------------------------------------------
Spectrawatt, Inc., obtained authority from the U.S. Bankruptcy
Court for the Southern District of New York to employ Lynn
Tillotson Pinker & Cox, LLP, as its special litigation counsel.

The Debtor engaged Lynn Tillotson effective as of Oct. 27, 2011,
to serve as its special litigation counsel regarding potential
claims against SUMCO USA Sales Corporation.  The Debtor chose Lynn
Tillotson to act as its litigation counsel because the firm has
substantial commercial litigation expertise and experience.

Lynn Tillotson will be entitled to receive 40% of any "Net
Recovery" obtained by way of settlement, judgment, payment or
other compensation that results directly or indirectly from the
Case.  The Contingent Fee will be earned when any payment or
consideration of any kind is obtained as a result of the
litigation of the Cases.  Payment of the Contingency Fee will
occur at the same time that funds are received by Debtor.

The Debtor agrees to be directly responsible for all expenses
incurred by Lynn Tillotson in the bankruptcy case.

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

                      About SpectraWatt Inc.

Based in Hopewell Junction, New York, SpectraWatt Inc. was spun
off from Intel in June 2008 and raised $50 million through a sale
of preferred stock to its former parent and other investors
including Goldman Sachs Group Inc.'s Cogentrix Energy LLC, PCG
Clean Energy and Berlin-based solar panel maker Solon SE.  The
Company has also issued about $36.7 million in senior secured
convertible notes.

The Company's manufacturing facility in Hopewell Junction is
designed to generate over 200 megawatts of production per year.
The plant began operations in January 2010 with an initial
capacity of only 30 megawatts per year.

The Company began winding down its affairs late last year after
encountering setbacks and shut down the lone manufacturing
facility in March, and fired all its workers.

SpectraWatt filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
11-37366) on Aug. 19, 2011, in Poughkeepsie, New York.
SpectraWatt estimated as much as $50 million in both debt and
assets as of the Chapter 11 filing.  Mark W. Wege, Esq., and Eric
M. English, Esq., at King & Spalding LLP, in Houston, Texas, and
Scott I. Davidson, Esq., at King & Spalding LLP, in New York,
represent the Debtor as counsel.


SPX CORP: Fitch Affirms 'BB+' IDR After Closing of Clydeunion Deal
------------------------------------------------------------------
Fitch Ratings has removed SPX Corporation's (SPX) ratings from
Rating Watch Negative and affirmed the Issuer Default Rating (IDR)
at 'BB+'.  Fitch has affirmed the company's senior secured credit
faculties at 'BB+' and downgraded senior unsecured notes to 'BB'
from 'BB+'.  Fitch has revised Rating Outlook to Negative from
Stable.

The affirmation follows the completion of SPX's acquisition of
CLYDEUNION Pumps (Clydeunion) from Clyde Blowers Capital s.a r. l.
for GBP500 million, or approximately $800 million in cash, plus up
to GBP250 million earn-outs payable in 2013 based on standalone
Clydeunion's EBITDA in 2012.  The transaction was financed by
drawing on the Global Revolving Credit Facility and proceeds from
the issuance of a $300 million senior secured term loan maturing
in April 2013 and a $500 million term loan A, maturing in June
2016.

The one-notch downgrade of the senior unsecured notes was based on
their subordinated position to the senior secured bank facilities
which increased significantly with the issuance of new term loans.
Additionally, the downgrade reflects a material increase in SPX's
leverage (gross debt to EBITDA) following the Clydeunion
acquisition and risks associated with Clydeunion's integration.

The ratings cover approximately $2.1 billion of outstanding debt.
Fitch believes Clydeunion represents a good fit with SPX's
existing businesses and will enhance its Flow segment product
offerings and capability.  Fitch estimates that pro forma leverage
will be approximately 3.4 times (x) at the end of 2011, up from
2.2x at Dec. 31, 2010.

The ratings are supported by Fitch's expectation that SPX's
leverage will decline by the end of 2013 toward 2.4x which is at
the high end of its historical target range as measured by Fitch.
Fitch expects the improvement in leverage will be driven by the
integration of Clydeunion; SPX's strong operating performance
including solid, albeit declining, operating margins; positive
free cash flow (FCF); good product and geographic diversification;
solid demand for its product resulting in high growth expectation
in the near term; good liquidity which includes adequate cash
balances; an expected increase in revenues from the higher margin
aftermarket business; and a sizable backlog.

Fitch's Negative Outlook is driven by concerns regarding SPX's
high leverage following the completion of the Clydeunion
acquisition; integration risks; and lower margins reported in 2011
and 2010.  Margin concerns are mitigated by Fitch's expectation
that margins will improve in 2012 due to favorable product mix and
increasing demand which will allow SPX to bid more profitably.
Other concerns include SPX's cash deployment strategies which
focus on acquisitions; and underfunded pension and unfunded other
post retirement benefit (OPEB) liabilities, which may increase at
the year end due to prevailing low interest rate environment and
the underperformance of global equity markets throughout 2011.
Additionally, Fitch monitors SPX's continued investment into the
large transformer production capacity because long-cycle
businesses remain depressed and low demand could negatively impact
SPX's future performance.

The Rating Outlook could be revised to Stable if SPX is able to
reduce leverage to its long-term target range within 12-18 months
as anticipated by Fitch.  However, risks related to sovereign debt
concerns in Europe, slower growth in emerging markets, and the
integration of Clydeunion could delay a reduction in SPX's
leverage and potentially lead to a negative rating action.
Further, Fitch may consider a negative rating action should SPX
take on additional debt as permitted under its senior secured
credit facilities which allow SPX to issue up to US$1 billion of
senior secured debt.

At Oct. 1, 2011, SPX's liquidity of US$825.1 million included
US$396 million of cash plus availability under the revolving
portion of its $600 million revolving bank facilities offset by
$36.3 million short-term debt, $50.8 million of maturing long-term
debt and $83.8 of outstanding letters of credit (LOC) issued under
the domestic revolving credit facility.  Much of SPX's cash is
located overseas.  Fitch expects SPX's liquidity will remain
largely unchanged in 2012 as SPX plans to use excess cash to
reduce debt and leverage.

Bank facilities include a $300 million domestic revolver, a $300
million global multicurrency revolver, a $1.1 billion foreign
credit instrument facility under which $654.5 million in LOCs were
outstanding, and $100 million bi-lateral foreign credit instrument
facility under which $2.9 million in LOCs was outstanding.  Other
sources of debt financing include up to $130 million under a trade
receivables financing agreement.

SPX targets gross debt/EBITDA of 1.5x to 2.0x as defined in its
bank agreement.  The ratio is understated when compared to Fitch's
calculation but still reflects SPX's strong financial metrics for
the ratings.  The company is willing to exceed its leverage target
for short periods as evidenced by the acquisition of Clydeunion:
SPX's leverage is expected to be approximately 3.4x at Dec. 31
2011, up from 2.2x at Dec. 31, 2010 (as measured by Fitch).  Fitch
expects SPX's leverage to decline in both 2012 an 2013 due to a
combination of early debt repayment and expected growth in EBITDA.
SPX has the ability to increase its leverage and remain in
compliance with the covenants of new senior credit facilities.
The facilities allow SPX to increase term loans by an additional
principal amount of $1 billion.

The company has a history of generating relatively strong
operating margins, although they have been declining over the past
several years.  In 2010 the company reported 10.12% EBITDA margin
compared to 11.22% in 2009.  SPX's margin was 9.49% for the last
12 months (LTM) ended Oct. 1, 2011.  Lower margins resulted
largely from unfavorable pricing on orders received between 2009
and 2010.  Fitch expects SPX's EBITDA margin to be mainly
unchanged at the end of 2011 compared with 2010; however, leverage
should gradually improve beginning 2012 due to increasing demand
for SPX's products and the expected favorable pricing.  Driven by
both organic growth and the acquisition of Clydeunion, Fitch
expects SPX to generate above $700 million EBITDA (as defined by
Fitch) in 2012, a significant increase over the estimated $570
million 2011 EBITDA.

In 2011, Fitch expects SPX to generate approximately $150 million
to $170 million of FCF.  During the three quarters ended Oct. 1,
2011, SPX generated $2.6 million FCF, but fourth quarter cash flow
is typically SPX's strongest.  SPX's FCF in 2011 is affected by
significantly higher capital expenditures and taxes compared to
FCF reported in 2010 when the company generated $125 million of
FCF, down from $328 million in 2009.  FCF in 2010 included the
impact of $100 million of discretionary pension contributions.  In
2012, Fitch expects SPX's FCF to be similar to 2011 due to
anticipated increases in capital expenditures, and interest and
tax expenses.

SPX mainly utilizes its cash for acquisitions, capital
expenditures and share repurchases, although the company did not
repurchase shares in 2010 and 2011.  Historically, SPX has managed
its cash deployment to maintain gross debt/EBITDA within a target
range of 1.5x-2.0x, using the definition in its bank agreement.
Fitch's rating incorporates expectations for continued significant
capital expenditures, stable dividends and moderate acquisitions
beginning 2013.  Fitch does not expect the discretionary
contributions to qualified pension plans to be a significant part
of cash deployment.

SPX contributed roughly $120 million to its pension plans in 2010,
well above its previous guidance to contribute $30 million for the
year. During the first nine months of 2011, SPX contributed
approximately $10.6 million to its foreign and qualified domestic
pension plans.  The underfunded status of all plans declined to
$311 million at the end of 2010 from $442 million at the end of
2009, largely due to the discretionary contribution.  The discount
rate used for domestic pension plans fell to 5.8% as of Dec. 31,
2010, from 7.06% at year end 2009, while the foreign plan discount
rate fell to 5.5% from 6.35% over the same period.  Non-funded
plans, which are not required to be funded, accounted for $159
million of the underfunded amount.  Total pension obligations
totaled approximately $1,406 million the end of 2010.

The following are Fitch's actions for SPX's existing ratings:

  -- IDR affirmed at 'BB+';
  -- Senior secured bank facilities affirmed at 'BB+';
  -- Senior unsecured debt downgraded to 'BB' from 'BB+'.


STYRON CORP: Bank Debt Trades at 14% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Styron Corp. is a
borrower traded in the secondary market at 86.04 cents-on-the-
dollar during the week ended Friday, Dec. 23, 2011, an increase of
0.84 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 450 basis points above LIBOR to borrow
under the facility.  The bank loan matures on June 27, 2017, and
carries Moody's B1 rating and Standard & Poor's B+ rating.  The
loan is one of the biggest gainers and losers among 136 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Styron is the world's largest producer of styrene butadiene (SB)
latex and polystyrene, the largest European producer of synthetic
rubber, and a leading producer of polycarbonate resins and blends.
Styron had revenues of roughly $4.9 billion for the LTM ending
Sept. 30, 2010.

As reported by the Troubled Company Reporter on Jan. 27, 2011,
Standard & Poor's Ratings affirmed S&P's 'B+' corporate credit
rating on Styron S.a.r.l.  The outlook is stable.  The ratings
reflect Styron's aggressive financial profile and weak business
profile as a leading, but commodity-oriented, producer of
petrochemical products.

The TCR, on Jan. 25, 2011, reported that Moody's raised the
Corporate Family Rating of Styron Corp. to B1 from B2.  Styron's
B1 CFR reflects its narrow portfolio of quasi-commodity and
commodity products, substantial exposure to volatile feedstock
prices, its limited history as an independent company and a
limited amount of cash equity subsequent to the cash dividend.


SUPERMEDIA INC: S&P Ups Rating to 'CCC+' From 'Selective Default'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Dallas-based SuperMedia Inc. to 'CCC+' from 'SD'
(selective default). The rating outlook is negative.

"In addition, we affirmed our issue-level rating on the company's
secured debt at 'D'. The recovery rating on this debt remains at
'5', indicating our expectation of modest recovery (10% to 30%)
for lenders," S&P said.

"The upgrade reflects our assessment of the company's credit
profile after the completion of its latest subpar repurchase
transactions," said Standard & Poor's credit analyst Chris
Valentine.

"The company's Nov. 8, 2011 amendment allows for ongoing subpar
repurchases of its term debt until 2014 as long as certain
conditions are met. The term loan is trading at a significant
discount to par value, which in our opinion provides the company
an economic incentive to pursue further subpar buybacks. We
believe that these circumstances suggest a high probability of
future subpar buybacks which are tantamount to a default under our
criteria," S&P said.

"The 'CCC+' corporate credit rating reflects our view that
SuperMedia's business will remain under pressure, given the
unfavorable outlook for print directory advertising. Our
expectation of continued secular declines underscores our
assessment of the company's business risk profile as 'vulnerable'
(according to our criteria). We continue to assess SuperMedia's
financial risk profile as 'highly leveraged' because of the
company's high debt leverage, declining operating cash flow, and
refinancing risk surrounding its $1.84 billion credit facility due
in 2015. We believe that ongoing weak economic conditions and the
secular shift toward online advertising will result in a mid-teens
percentage revenue and EBITDA declines over the intermediate term,
contributing to steadily rising leverage," S&P said.

"SuperMedia is a leading marketing services company that helps
local businesses reach potential clients primarily through print
and digital advertising. We expect that the company will remain
under pressure as a result of increased competition for small
businesses' advertising dollars and an ongoing shift toward online
advertising alternatives. The company relies on traditional print
advertising, raising its vulnerability to this shift. The company
also competes with major search engines, such as Google, Yahoo!,
Bing, and others, in addition to a growing number of local online
shopping-related sites, including industry-specific online Web
sites, such as ServiceMagic.com. Moreover, SuperMedia has not been
able to convert a significant portion of its print customer
relationships into digital customers. As a result, its advertising
sales continue to contract at a double-digit percentage rate.
Consumers' ongoing shift away from use of print yellow pages could
impair the company's ability to maintain or increase future
advertising prices," S&P said.


TH PROPERTIES: Plan Confirmation Hearing Set for Jan. 12
--------------------------------------------------------
Crissa Shoemaker DeBree at phillyBurbs.com reports that
a federal bankruptcy judge set a hearing for Jan. 19, 2012, on
TH Properties' reorganization plan, which details how it plans
to pay back lenders and other debts and end its nearly three-year
stint in Chapter 11 bankruptcy.

A hearing is also set for that same day to consider arguments that
the Company's case should be converted from Chapter 11 case to
Chapter 7 liquidation proceeding.

"We're very excited about the confirmation hearing, that the date
has finally arrived, and all the parties have worked through all
the issues over the long, 2 1/2-plus years," the report quotes
Todd Hendricks as saying.

According to the report, in its reorganization plan, which was
filed in late November and updated several times, THP plans to
continue building Biltmore Estates, Coddington View, Kingston Hill
and Northgate developments in Montgomery County, and Barton Ridge
in Camden County, N.J. Proceeds from home sales in those
developments would repay creditors.  It also plans on developing
property on Fifth Avenue in Bristol Township, and on Keen Road in
East Vincent, Chester County.

The report relates that the reorganization plan also calls for the
development of the Wynstone project in North Hanover, Montgomery
County.  Wynstone is owned by the Hendricks brothers but is
separate from the bankruptcy filing.  Using proceeds from that
development would increase the company's ability to repay its
debtors by 50%, the company said in court filings.

The report says the company also plans to repay in full post-
bankruptcy administrative claims, vendors, tax creditors,
depositors, mechanics lienholders and certain other creditors.

                       About T.H. Properties

Philadelphia-based T.H. Properties, L.P., has 12 working
developments in Pennsylvania and New Jersey.  Timothy Hendricks
and his brother Todd started the firm in 1992.  T.H. Properties
and its affiliates filed for Chapter 11 bankruptcy protection on
April 30, 2009 (Bankr. E.D. Pa. Case No. 09-13201).  Northgate
Development Company, LP (Bankr. E.D. Calif. Case No. 09-____) was
among the affiliates that filed. Barry E. Bressler, Esq., at
Schnader, Harrison, Segal & Lewis, LLP, and Natalie D. Ramsey,
Esq., at Montgomery McCracken Walker and Rhoads LLP, represent the
Debtors in their restructuring efforts.  T.H. Properties estimated
assets between $100 million and $500 million, and debts between
$10 million and $50 million in its Chapter 11 petition.  A
creditors' committee has been appointed in the Debtors' chapter 11
proceedings.

Affiliate Wynstone Development Group, LP (Bankr. E.D. Calif. Case
No. 10-17863) filed for Chapter 11 protection on Sept. 14,
2010.  It estimated assets and debts of $1 million to $10 million
in its Chapter 11 petition.


TRAILER BRIDGE: Taps RAS Management as Financial Advisors
---------------------------------------------------------
Trailer Bridge, Inc., asks permission from the U.S. Bankruptcy
Court for the Middle District of Florida to retain RAS Management
Advisors, LLC, as its financial advisors, nunc pro tunc to
Nov. 16, 2011.

RAS will render these services, including but not limited to:

     * financial advisory services regarding the Debtor's
       operations and reorganization;

     * preparation of forecasts and financial information
       in connection with the Debtor's DIP loan;

     * assisting the Debtor and its counsel in the prosecution
       of the chapter 11 case, including the preparation of
       operating reports and financial information related to
       a chapter 11 plan or any sale of its assets; and

     * assisting the Debtor and its counsel in their
       investigation of the Debtors' financial affairs,
       including determining whether the Debtor holds
       claims against third parties under the Bankruptcy
       Code and other applicable law.

The customary and proposed hourly rates to be charged by RAS for
the individuals expected to be directly involved in representing
the Debtor are:

          R. Sebastiao          $500
          T. Boates             $480
          T. Puopolo            $350
          P. Carew              $325

RAS has been paid, and continues to hold, a retainer balance of
$100,000.

Timothy D. Boates -- tboates@rasmanagement.com -- president of RAS
Management Advisors, attests that the firm is a "disinterested
person," as that term is defined in Section 101(14) of the
Bankruptcy Code.

                      About Trailer Bridge

Jacksonville, Fla.-based Trailer Bridge, Inc. --
http://www.trailerbridge.com/-- provides integrated trucking and
marine freight service to and from all points in the lower 48
states and Puerto Rico and Dominican Republic.  This total
transportation system utilizes its own trucks, drivers, trailers,
containers and U.S. flag vessels to link the mainland with Puerto
Rico via marine facilities in Jacksonville, San Juan and Puerto
Plata.

Trailer Bridge filed a voluntary Chapter 11 petition (Bankr. M.D.
Fla. Case No. 11-08348) on Nov. 16, 2011, one day after its
$82.5 million 9.25% Senior Secured Notes became due.

Judge Jerry A. Funk presides over the case.  Gardner F. Davis,
Esq., at Foley & Lardner LLP, and DLA Piper LLP (US) serve as the
Debtor's counsel.  Global Hunter Securities LLC serves as the
Debtor's investment banker.  RAS Management Advisors LLC serves as
the Debtor's financial advisor.  In its petition, the Debtor
estimated $100 million to $500 million in assets and debts.  The
petition was signed by Mark A. Tanner, co-chief executive officer.


TRONOX INC: Bankruptcy Court Says Anadarko Can Exclude Evidence
---------------------------------------------------------------
Bloomberg News' Tiffany Kary reports that U.S. Bankruptcy Judge
Allan Gropper in Manhattan agreed to a request from The Woodlands,
Texas-based Anadarko Petroleum Corp. to exclude some evidence from
a $15.5 billion pollution lawsuit brought by creditors of Tronox
Inc.  Judge Gropper said Anadarko may limit evidence from an
earlier case involving about 4,000 people in Avoca, Pennsylvania,
who claimed creosote at a wood-treatment plant made them sick.
Some plaintiffs with skin cancer were paid an average of $117,000
a person in that case.

According to Bloomberg, Anadarko said the creosote evidence should
be limited because the founder of the law firm that developed it,
Robert Powell of the Pennsylvania-based Powell Law Group, has
since had his law license suspended and because much of what he
presented in his lawsuit was hearsay.

Tronox creditors, along with the U.S. government, are suing
Anadarko and Kerr-McGee.  The creditors have called the Kerr-McGee
transactions a two-step fraud that drove Tronox into bankruptcy.
They said the deals benefited banks, company managers and other
investors, while leaving thousands of sick and dying people harmed
by the company's pollution.  According to court papers, U.S.
government agencies including the Environmental Protection Agency
will get 88% of whatever is won in the lawsuit, while tort
claimants will get the remainder.  The amounts will be paid out
through a litigation trust.

Tronox said it was saddled with about 2,800 polluted sites and
liability for 70 years' worth of pollution when Kerr-McGee spun it
off.  Anadarko got valuable oil and gas assets when it bought the
rest of Kerr-McGee in 2006 for $18 billion, Tronox claims.

Trial is set to begin May 15.  The parties have agreed to work
with a mediator to try to resolve the case.

                         About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on Jan. 13, 2009 (Bankr. S.D.N.Y.
Case No. 09-10156), before Hon. Allan L. Gropper.  Richard M.
Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at
Kirkland & Ellis LLP in New York, represented the Debtors.  The
Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel;
Rothschild Inc. as investment bankers; Alvarez & Marsal North
America LLC, as restructuring consultants; and Kurtzman Carson
Consultants served as notice and claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.

Until Sept. 30, 2008, Tronox was publicly traded on the New
York Stock Exchange under the symbols TRX and TRX.B.  Since then,
Tronox has traded on the Over the Counter Bulletin Board under the
symbols TROX.A.PK and TROX.B.PK.  As of Dec. 31, 2008, Tronox
had 19,107,367 outstanding shares of class A common stock and
22,889,431 outstanding shares of class B common stock.

On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, dated Nov. 5, 2010.  Under the Plan, Tronox
reorganized around its existing operating businesses, including
its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi;
Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia.


UNIVISION COMMS: Bank Debt Trades at 11% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Univision
Communications, Inc., is a borrower traded in the secondary market
at 88.75 cents-on-the-dollar during the week ended Friday, Dec.
23, 2011, a drop of 0.41 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 425 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
March 29, 2017, and carries Moody's B2 rating and Standard &
Poor's B+ rating.  The loan is one of the biggest gainers and
losers among 139 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                About Univision Communications

Univision Communications, Inc., headquartered in New York, claims
to be a leading Spanish language media company in the United
States.  Revenue for fiscal year 2010 was roughly $2.2 billion.

Univision carries 'B' corporate credit rating from Standard &
Poor's, and 'B3' Corporate Family Rating from Moody's.  On June
16, 2011, Fitch Ratings affirmed Univision's Issuer Default Rating
at 'B'; Senior secured at 'B+/RR3'; and Senior unsecured at
'CCC/RR6'.  The Rating Outlook is Stable.


US EXPRESS: S&P Lowers Corporate Credit Rating to 'B'
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Chattanooga, Tenn.-based US Xpress Enterprises Inc.
rating to 'B' from 'B+'.

"Our downgrade reflects our expectation that US Xpress will have
limited cushion under its covenants, particularly its minimum
fixed-charge coverage ratio, during the first half of 2012," said
Standard & Poor's credit analyst Anita Ogbara. "Despite an
amendment to its covenants, we expect very limited headroom in the
company's covenants over the next few quarters."

At the same time, Standard & Poor's lowered its issue-level rating
on the company's senior secured credit facility to 'B' from 'B+'.
The recovery rating remains '4'.

The ratings on US Xpress reflect the company's highly leveraged
capital structure and the intensely competitive, highly
fragmented, cyclical truck-load (TL) market in which it operates.
US Xpress' significant business position as a major TL carrier
with good customer, end-market, and geographic diversity partially
offsets these factors.

Standard & Poor's categorizes US Xpress' business profile as
"weak," its financial profile as "aggressive," and its liquidity
as "adequate."

The outlook is stable. Standard & Poor's expect US Xpress'
earnings and operating results to improve as tonnage and pricing
gradually strengthen in the TL sector. Over the past few quarters,
industry trends have improved because of tight capacity in the TL
spot market, higher fleet utilization rates, fewer empty miles
(driving without freight loads), and stabilizing pricing trends.


WASHINGTON MUTUAL: Seeks OK on American Savings Litigation Deal
---------------------------------------------------------------
BankruptcyData.com reports that Washington Mutual Inc. filed with
the U.S. Bankruptcy Court a motion to approve a compromise,
pursuant to Section 105(a) of the Bankruptcy Code and Bankruptcy
Rule 9019, and settlement between Washington Mutual and the United
States with respect to the American Savings Litigation.

According to documents filed with the Court, "WMI and the United
States have agreed to compromise and settle the balance of the
American Savings Litigation, the Warrant Award, for a payment of
$50 million by the United States to the American Savings
Plaintiffs, provided such payment is received by WMI no later than
Dec. 30, 2011, but on or before Jan. 15, 2012, the settlement
payment will be $50.75 million."

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators. The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns
100% of the equity in WMI Investment. When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695. WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP. The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee. The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion
determining that the global settlement agreement, among certain
parties including WMI, the Federal Deposit Insurance Corporation
and JPMorgan, upon which the Plan is premised, and the
transactions contemplated therein, are fair, reasonable, and in
the best interests of WMI. However, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

WaMu filed a Modified Sixth Amended Joint Plan and a related
Supplemental Disclosure Statement, which it believes would address
the Bankruptcy Court's concerns.

On Sept. 13, 2011, Judge Walrath denied confirmation of WaMu's
Modified Sixth Amended Plan and granted equity committee standing
to prosecute claims for equitable disallowance but stayed the
ruling pending mediation.

WaMu said it would seek confirmation of a revised plan "as soon as
practicable."

The Plan proposes to pay more than $7 billion to creditors and
incorporates a global settlement agreement resolving issues among
the Debtors, JPMorgan Chase, the Federal Deposit Insurance Corp.
in its corporate capacity and as receiver for WaMu Bank, certain
large creditors, certain WMB senior noteholders, and the
creditors' committee. The Settlement Noteholders are Appaloosa
Management, L.P., Aurelius Capital Management LP, Centerbridge
Partners, LP, and Owl Creek Asset Management, L.P.


WCA WASTE: S&P Puts 'B' Corp. Credit Rating on Watch Developing
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B' corporate credit rating, on Houston-based WCA Waste Corp.
on CreditWatch with developing implications.

"The CreditWatch listing follows WCA's announcement that it has
signed a definitive agreement to be acquired by infrastructure
fund Macquarie Infrastructure Partners II, an affiliate of
Macquarie Infrastructure Partners Inc.," said Standard & Poor's
credit analyst James Siahaan. "The agreement values the
transaction at $6.50 per common share of WCA, or approximately
$526 million. We expect the acquisition to be funded by new credit
facilities and sponsor equity, with proceeds to be used to
refinance the existing credit facility and to redeem WCA's Series
A 5% payment-in-kind convertible preferred stock. Proceeds may
also be used to redeem a portion of the company's $175 million
7.50% senior unsecured notes due June 15, 2019. Subject to
customary closing conditions and the receipt of regulatory
approval, we expect the transaction to close during the first
quarter of 2012, at which point WCA's common stock will cease to
be publicly traded on the NASDAQ."

"The developing implications of the CreditWatch listing indicate
that we could raise, lower, or affirm the ratings depending on
future developments including the details of the financing sources
and our assessment of the company's business strategy and
financial policies," Mr. Siahaan continued. "We could raise the
ratings modestly if the financial risk profile significantly
improves, particularly if Macquarie's equity investment in WCA
significantly reduces the company's pro forma debt leverage.
However, we could lower the ratings if the debt component of the
transaction value is significant enough to weaken credit measures
past the expected range for the current ratings."

"We could affirm the ratings if the transaction results in similar
defaultprospects as the current profile, or if the transaction
does not close at all," S&P said.

"Standard & Poor's will meet with management and discuss
developments related to the transaction. We will update or resolve
the CreditWatch when further details are available, subject to a
reassessment of our view on the final capital structure, financial
policies, liquidity, and earnings prospects," S&P said.


WEST PENN ALLEGHENY: Taps Alvarez & Marsal; Fitch Junks Bond Rtng
-----------------------------------------------------------------
As part of its ongoing surveillance effort, Fitch Ratings has
downgraded to 'B+' from 'BB-' the rating on approximately $737
million series 2007A health system revenue bonds issued by
Allegheny County Hospital Development Authority for the benefit of
West Penn Allegheny Health System (WPAHS).

The bonds are removed from Rating Watch Evolving and assigned an
Evolving Rating Outlook, which indicates that the rating may be
raised, lowered or affirmed.

The rating downgrade reflects the significant deterioration in
operating performance in fiscal 2011 and first quarter of 2012.
The decline in operating performance was primarily driven by a
drop in volume and physician losses.  Operating losses accelerated
in the first quarter of fiscal 2012 with operating loss of $27
million, for a negative 7% operating margin compared to negative
4.8% operating margin for the 2011 fiscal year (unaudited) on
operating loss of $75 million (includes $27 million of
restructuring expenses and excludes $23 million of non-recurring
revenues).

The Oct. 31, 2011 signing of an Affiliation Agreement (the
agreement) with Highmark Inc. (Highmark), in which Highmark
commits to provide a total of $475 million to WPAHS over a period
of three years, is a positive development and, if fully executed,
should be of significant benefit to both parties.  The affiliation
still requires regulatory approval, which may take 12 months or
longer to obtain.  The failure to execute the affiliation would
likely result in downward pressure on the rating.

WPAHS engaged the services of a management company with turnaround
experience -- Alvarez and Marsal (A&M), and the CEO, CFO, and COO
at WPAHS have been replaced with interim cadre provided by A&M.
Allegheny General Hospital, the system's flagship, is also headed
by an interim CEO.  The interim management team is aggressively
pursuing cost and revenue initiatives and is implementing plans to
reopen West Penn Hospital's emergency department by March 1, 2012.

Fitch sees the ability to retain and recruit physicians as central
to the improvement in WPAHS's finances.  A 15% decline in
discharges in 2011 was to a large degree caused by loss of
physicians as the system reorganized and consolidated several of
its inpatient services among its urban hospitals.

WPAHS has a conservative debt structure with all fixed-rate debt
and maximum annual debt service represented a manageable 3.5% of
revenues.  Debt service coverage by EBITDA was adequate at 1.6
times (x) in fiscal 2011; however, it dropped significantly to
0.2x through the three months ended Sept. 30, 2011 due to the
continued deterioration in operations.

Cash and unrestricted investments were at $242.9 million, equal to
58.4 days cash on hand (DCOH), 30.7% cash to debt and 4.4x cushion
ratio at 2011 fiscal year end, but declined to $168.6 million at
the end of the first quarter of 2012 ended Sept. 30, equating to
40.3 DCOH, 21% cash to debt and 3.1x cushion ratio.

A return to a Stable Outlook would be dependent on management's
ability to stabilize and improve core operating performance, which
would enable the system to rebuild its balance sheet over time and
generate sufficient cash flow for much needed capital funding.

Downward rating pressure would occur if there is a further
deterioration in financial performance.

On Oct. 31, 2011 the health insurer Highmark Inc. (Highmark)
signed an affiliation agreement with WPAHS.  The agreement has
been formally submitted to the Pennsylvania Department of
Insurance for review.  Management expects that review may take up
to a year or longer.  The terms of the Agreement include
Highmark's commitment to fund $475 million over a period of three
years, with $150 million in unrestricted payments or loans already
received ($50 million of which was included in fiscal 2011).

In connection with the Agreement, on Oct.20, 2011, a new non-
profit parent company, Ultimate Parent Entity (UPE), was
established.  UPE became the sole corporate member of a new
nonprofit subsidiary, UPE Provider Sub (Provide Sub), which was
also established on Oct. 20, 2011.  Upon closing of the
transaction, Provider Sub will become the sole member of WPAHS.
The WPAHS obligated group will stay intact and none of its assets
or liabilities are being assumed by Highmark in the proposed
transaction.

The goal of the affiliation is to create an integrated health care
system using WPAHS facilities and physicians as part of the
network.  Highmark will also independently pursue investing in
expanding the network of outpatient facilities and creating
linkages with physicians.  The recent announcement that UPMC
(rated 'AA-', Stable Outlook by Fitch), WPAHS' primary competitor
in the service area, will be terminating its contract with
Highmark, should help steer needed volumes to WPAHS facilities,
which have been steadily losing market share.  As one of the first
steps following the affiliation, a decision was made to reopen the
West Penn Hospital emergency department, which closed in December
of 2010.

Fitch views the affiliation as a positive development, and
essential given the acceleration of WPAHS's financial
deterioration.  The operating loss of $27 million for the first
quarter of fiscal 2012 does not reflect the benefit of the $100
million in funding from Highmark which took place on Oct. 31,
2011, nor has the interim management team had sufficient time to
produce any material improvement in operations.

The interim A&M management team is developing revised projections
for fiscal 2012, which will be available in January 2012.  Fitch
will closely monitor performance and will assess the turnaround
results on a semiannual basis.  Failure to produce an improvement
in operations in the next 12 months would be viewed negatively.

Headquartered in Pittsburgh, WPAHS is a large, integrated health
system now operating five hospitals and other related entities
that primarily serve Allegheny County and its five surrounding
counties.  WPAHS' flagship is the 661-licensed bed Allegheny
General Hospital.  Total revenues in fiscal 2011 were
approximately $1.6 billion. Fiscal 2011 figures are from a draft
audit.  Disclosure to Fitch and to bondholders has been provided
on a quarterly basis and consists of a management discussion and
analysis, income statement, balance sheet, cash flow statement,
and utilization statistics.


WESTERLY HOSPITAL: S&P Lowers Rating on $8.6-Mil. Bonds to 'CCC'
----------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its long-term
rating to 'CCC' from 'BB-' on Rhode Island Health & Educational
Building Corp.'s $8.6 million series 1994 bonds, issued for
Westerly Hospital.

"The multi-notch downgrade reflects Westerly's sharp deterioration
in financial and operating performance in fiscal 2011, beyond the
previous negative trend, which was the reason we changed the
outlook to negative at the last review," said Standard & Poor's
credit analyst Jennifer Soule.

The negative outlook reflects Standard & Poor's uncertainty about
Westerly's ability and willingness to make debt service payments
under its new receivership structure, and its future financial
viability given its current operating challenges.

The rating further reflects Standard & Poor's assessment of
Westerly's:

    Significant variance from budget expectations and prior-year
    results through fiscal 2011 (hospital-only data available);

    Continued decline in utilization in most service areas; and

    Weak balance sheet metrics, however, Westerly does retain a
    modest level of cash (44 days of operating expenses net of
    depreciation) that provide some ability to manage day-to-day
    operations for a time.

Westerly's receivership designation allows for the hospital's
acquisition or restructuring, with legal protection from its
creditors. Management highlights that there are three likely
outcomes including Westerly's acquisition by another local non-
profit hospital or health system, acquisition by a for-profit
chain, or structural reorganization within Westerly, including an
in-depth recovery plan.

Westerly Hospital is as 125-bed hospital located in city of
Westerly (AA/Stable), in the state of Rhode Island (AA/Stable)
where there are several other financially troubled stand-alone
hospitals.


WILLIAM LYON: S&P Lowers Issue Ratings to 'D' on Ch. 11 Filing
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered the issue ratings to
'D' from 'C' on William Lyon Homes' $66.7 million outstanding
7.625% unsecured notes due 2012 and $77.9 million outstanding 7.5%
unsecured notes due 2014. "At the same time, we are raising the
recovery rating on the unsecured notes to '4' from '6'," S&P said.

On Dec. 19, 2011, William Lyon Homes filed for Chapter 11 with a
prepackaged plan of reorganization in Wilmington, De. The company
had begun soliciting votes to support a restructuring of its
existing indebtedness on Nov. 17, 2011, after failing to make its
scheduled Oct. 1, 2011, semiannual interest payment of $7.5
million on its outstanding $138.8 million 10.75% unsecured notes
due April 1, 2013. The company failed to make the payment within
the 30-day grace period provided under the indenture governing the
bonds, triggering a default under the term loan. "As a result of
the missed interest payment, we lowered the issue rating on the
2013 notes to 'D'. We also lowered our corporate credit rating to
'D' (rather than to selective default, or 'SD') because we
believed the company would fail to meet its remaining obligations
as they came due," S&P said.

Under the proposed restructuring plan, the company will convert
the existing senior secured debt (not rated) in exchange for a
$235 million secured note while the $284 million aggregate senior
unsecured notes will be exchanged for a $75 million secured note
plus 28.5% of common equity (undiluted). Separately, the Lyon
family will invest $25 million in exchange for 20% common equity
and warrants for an additional 9.1% of common equity. The company
will also propose a $60 million rights offering to be fully
backstopped by an existing note holder for $10 million in common
equity and $50 million in new convertible preferred equity, which
together will represent a 51.5% stake (before dilutive impact of
warrants). The company has also secured a $30 million credit
facility to provide liquidity during the restructuring process,
which the company expects to complete within 90 days.

"The rating on the company's senior unsecured notes has been
revised to '4' from '6' based on the proposed restructuring plan,
which we believe will provide for an average recovery in the 30%-
50% range," S&P said

California-based William Lyon is a privately held homebuilder with
communities in California, Nevada, and Arizona. These markets
remain among the hardest hit by the nation's severe housing market
correction.

Ratings List
Downgraded
                                        To                 From
William Lyon Homes
Senior Unsecured
  $133.8 mil  7.625%   nts due        D                  C
  12/15/2012
   Recovery Rating                      4                  6
  $124.3 mil 7.5%   nts due           D                  C
  02/15/2014
   Recovery Rating                      4                  6

Ratings Outstanding

William Lyon Homes
Corporate Credit Rating                D/--/--

William Lyon Homes
Senior Unsecured
  Local Currency                        D
  Recovery Rating                       4                  6


WORLDCOM INC: Dist. Court Affirms Ruling Against IRS's COBRA Claim
------------------------------------------------------------------
District Judge Katherine B. Forrest, in a Dec. 22, 2011 Opinion &
Order available at http://is.gd/N1PgEwfrom Leagle.com, affirmed a
bankruptcy court decision sustaining WorldCom Inc.'s objection to
a proof of claim filed by the United States Internal Revenue
Service relating to unpaid telecommunications excise taxes with
respect to the Debtors' purchase of Central Office Based Remote
Access -- COBRA -- service, and the lower court's decision
determining in the Debtors' favor a refund motion for roughly $38
million in previously paid excise taxes for the same service.  The
case before the District Court is, INTERNAL REVENUE SERVICE,
Appellant, v. WORLDCOM, INC., et al., Appellees, No. 11 Civ. 5463
(S.D.N.Y.).

As reported by the Troubled Company Reporter, Chief Bankruptcy
Judge Arthur J. Gonzalez held in a June 15, 2011 Opinion available
at http://is.gd/UH0OkNfrom Leagle.com, that that the COBRA
services purchased by WorldCom are not subject to the telecom
excise tax under 26 U.S.C. Section 4251 et seq. because they did
not provide the Debtors with access to the local telephone system
and the privilege of telephonic quality communication.

COBRA is a service technology that allows persons using dial-up
modems to access the Internet.  Local Exchange Carriers sold COBRA
service, whereby the LECs would aggregate Dial-Up Users' data into
transmission control protocol/Internet protocol packets, which are
suitable for transmission over the Internet.  With COBRA service,
the Debtors plugged the output TCP/IP high speed data stream into
their network, and sold access to the stream to ISPs, who in turn
sold access to Dial-Up Users.

WorldCom, Inc., a Clinton, Miss.-based global communications
company, filed for chapter 11 protection July 21, 2002 (Bankr.
S.D.N.Y. Case No. 02-13532).  On March 31, 2002, WorldCom
disclosed $103,803,000,000 in assets and $45,897,000,000 in debts.
The Bankruptcy Court confirmed WorldCom's Plan on Oct. 31, 2003,
and on Apr. 20, 2004, the Company formally emerged from U.S.
Chapter 11 protection as MCI, Inc.  On Jan. 6, 2006, MCI merged
with Verizon Communications, Inc.  MCI is now known as Verizon
Business, a unit of Verizon Communications.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                         Total
                                        Share-      Total
                              Total  Holders'     Working
                             Assets     Equity    Capital
Company         Ticker       ($MM)      ($MM)      ($MM)
-------         ------      ------  ---------   --------
ABSOLUTE SOFTWRE  ABT CN       120.2       (9.2)       2.7
ACCO BRANDS CORP  ABD US     1,050.3      (32.6)     298.7
ALASKA COMM SYS   ALSK US      608.6      (51.3)      15.0
AMC NETWORKS-A    AMCX US    2,121.5   (1,065.5)     519.5
AMER AXLE & MFG   AXL US     2,232.8     (373.3)     125.6
AMERISTAR CASINO  ASCA US    2,039.6     (105.7)     (50.8)
ANGIE'S LIST INC  ANGI US       32.6      (38.9)     (25.9)
ANOORAQ RESOURCE  ARQ SJ       927.7     (148.7)      29.2
AUTOZONE INC      AZO US     5,932.6   (1,347.1)    (736.3)
BLUEKNIGHT ENERG  BKEP US      320.8      (12.5)     (69.9)
BLUESKY SYSTEMS   BSKS US        0.1       (0.2)       -
BOSTON PIZZA R-U  BPF-U CN     146.9     (105.3)      (2.0)
CABLEVISION SY-A  CVC US     6,740.1   (5,525.9)    (886.1)
CANADIAN SATEL-A  XSR CN       174.4      (29.8)     (55.9)
CAPMARK FINANCIA  CPMK US   20,085.1     (933.1)       -
CC MEDIA-A        CCMO US   16,508.9   (7,456.0)   1,531.3
CENTENNIAL COMM   CYCL US    1,480.9     (925.9)     (52.1)
CENVEO INC        CVO US     1,407.1     (331.1)     222.9
CHENIERE ENERGY   CQP US     1,803.0     (524.1)      67.7
CHENIERE ENERGY   LNG US     2,651.4     (446.9)    (282.7)
CHOICE HOTELS     CHH US       467.9      (14.4)      28.0
CLOROX CO         CLX US     4,077.0      (76.0)     (30.0)
CLOVIS ONCOLOGY   CLVS US       26.4      (18.1)     (19.2)
DEAN FOODS CO     DF US      5,911.2      (58.1)     327.7
DENNY'S CORP      DENN US      280.6      (95.5)     (40.1)
DIGITAL DOMAIN M  DDMG US      165.8      (81.6)     (28.0)
DIRECTV-A         DTV US    18,232.0   (2,471.0)     103.0
DOMINO'S PIZZA    DPZ US       438.2   (1,221.0)     118.2
DUN & BRADSTREET  DNB US     1,775.6     (558.0)    (478.3)
FNB UNITED CORP   FNBN US    1,643.9     (129.9)       -
FREESCALE SEMICO  FSL US     3,596.0   (4,488.0)   1,386.0
GENCORP INC       GY US        994.2     (143.4)     102.2
GLG PARTNERS INC  GLG US       400.0     (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US     400.0     (285.6)     156.9
GOLD RESERVE INC  GRZ CN        85.2      (19.9)      60.2
GOLDEN QUEEN MNG  GQM CN         4.9       (2.8)       3.9
GRAHAM PACKAGING  GRM US     2,947.5     (520.8)     298.5
GROUPON INC       GRPN US      795.6      (15.6)    (301.0)
HCA HOLDINGS INC  HCA US    23,756.0   (9,062.0)   2,422.0
HUGHES TELEMATIC  HUTC US       94.0     (111.8)     (39.0)
HUGHES TELEMATIC  HUTCU US      94.0     (111.8)     (39.0)
IDENIX PHARM      IDIX US       88.8       (2.3)      54.6
IMPERVA INC       IMPV US       42.5       (6.6)      (5.8)
INCYTE CORP       INCY US      371.2     (181.0)     225.5
IPCS INC          IPCS US      559.2      (33.0)      72.1
ISTA PHARMACEUTI  ISTA US      137.5      (34.8)      (7.5)
JUST ENERGY GROU  JE CN      1,584.2     (242.2)    (215.6)
JUST ENERGY GROU  JSTEF US   1,584.2     (242.2)    (215.6)
LEVEL 3 COMM INC  LVLT US    9,254.0     (523.0)   1,058.0
LIN TV CORP-CL A  TVL US       815.8     (115.0)      56.6
LIZ CLAIBORNE     LIZ US     1,144.0     (420.0)     (97.3)
LORILLARD INC     LO US      3,152.0   (1,174.0)   1,299.0
MAINSTREET EQUIT  MEQ CN       475.2      (10.5)       -
MANNING & NAPIER  MN US         66.1     (184.6)       -
MEAD JOHNSON      MJN US     2,580.0     (144.8)     678.3
MEDIVATION INC    MDVN US      188.3       (3.9)      89.4
MERITOR INC       MTOR US    2,663.0     (961.0)     206.0
MONEYGRAM INTERN  MGI US     5,000.3     (108.2)      33.9
MOODY'S CORP      MCO US     2,521.3     (174.2)     525.1
MORGANS HOTEL GR  MHGC US      480.8      (77.2)      (4.1)
NATIONAL CINEMED  NCMI US      807.9     (346.2)      56.6
NEXSTAR BROADC-A  NXST US      582.7     (187.0)      26.2
NPS PHARM INC     NPSP US      237.4      (38.6)     183.5
NYMOX PHARMACEUT  NYMX US        6.5       (5.5)       3.3
OTELCO INC-IDS    OTT-U CN     316.1      (10.1)      22.9
OTELCO INC-IDS    OTT US       316.1      (10.1)      22.9
PALM INC          PALM US    1,007.2       (6.2)     141.7
PDL BIOPHARMA IN  PDLI US      270.5     (243.2)      44.6
PETROALGAE INC    PALG US        8.3      (76.0)     (77.4)
PLAYBOY ENTERP-A  PLA/A US     165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B  PLA US       165.8      (54.4)     (16.9)
PRIMEDIA INC      PRM US       208.0      (91.7)       3.6
PROTECTION ONE    PONE US      562.9      (61.8)      (7.6)
QUALITY DISTRIBU  QLTY US      304.3     (105.9)      44.1
QWEST COMMUNICAT  Q US      16,849.0   (1,560.0)  (2,828.0)
RAPTOR PHARMACEU  RPTP US       22.6       (4.1)     (11.0)
REGAL ENTERTAI-A  RGC US     2,262.0     (555.7)     (25.8)
RENAISSANCE LEA   RLRN US       57.0      (28.2)     (31.4)
RENTECH NITROGEN  RNF US       111.3      (79.5)     (16.0)
REVLON INC-A      REV US     1,081.7     (685.1)     148.6
RSC HOLDINGS INC  RRR US     3,075.9      (50.7)    (199.1)
RURAL/METRO CORP  RURL US      303.7      (92.1)      72.4
SALLY BEAUTY HOL  SBH US     1,728.6     (219.0)     419.1
SINCLAIR BROAD-A  SBGI US    1,563.8     (125.4)      45.7
SINCLAIR BROAD-A  SBTA GR    1,563.8     (125.4)      45.7
SMART TECHNOL-A   SMA CN       514.9       (9.4)     171.8
SMART TECHNOL-A   SMT US       514.9       (9.4)     171.8
SUN COMMUNITIES   SUI US     1,328.6      (72.4)       -
SYNERGY PHARMACE  SGYPD US       2.1       (8.6)      (6.1)
TAUBMAN CENTERS   TCO US     2,518.2     (467.9)       -
THERAVANCE        THRX US      283.3      (59.2)     229.4
TOWN SPORTS INTE  CLUB US      445.1       (3.2)     (30.8)
UNISYS CORP       UIS US     2,566.9     (594.5)     464.7
VECTOR GROUP LTD  VGR US       931.0      (66.7)     252.6
VERISIGN INC      VRSN US    1,657.7     (166.7)     724.5
VERISK ANALYTI-A  VRSK US    1,379.9     (158.9)    (234.2)
VIRGIN MOBILE-A   VM US        307.4     (244.2)    (138.3)
WARNER MUSIC GRO  WMG US     3,583.0     (289.0)    (630.0)
WEIGHT WATCHERS   WTW US     1,086.5     (470.5)    (292.3)


* Harbinger's Falcone Rejects SEC Settlement That Calls for Ban
---------------------------------------------------------------
The Wall Street Journal's Steve Eder and Jean Eaglesham report
that hedge-fund manager Philip Falcone, 49, of Harbinger Capital
Partners LLC, has rejected a Securities and Exchange Commission
settlement offer that would have banned him from the securities
industry and essentially ended his career, people familiar with
the matter said.

WSJ relates the move by SEC officials to reach a settlement came
before an affiliate of Harbinger disclosed in a securities filing
Dec. 9 that he and two senior executives have been warned by the
SEC they could face civil-fraud charges.

According to regulatory filings, the SEC is scrutinizing Mr.
Falcone's hedge-fund business on three fronts:

     -- In March, Harbinger said it was under investigation by the
        SEC for possible market manipulation;

     -- The agency also said it was probing a loan Mr. Falcone
        took out from the fund in October 2009; and

     -- In the firm's regulatory filing earlier in December,
        Harbinger disclosed an unspecified third issue related to
        agreements with certain investors.

        A prior WSJ report, people familiar with the matter, said
        the third matter is tied to whether Harbinger improperly
        agreed to allow some investors, including Goldman Sachs
        Group Inc., to cash out of their holdings, while barring
        other clients from withdrawing their money.

WSJ says an SEC spokesman declined to comment.  A Harbinger
spokesman said "any comment on settlement talks would be
inappropriate."

According to WSJ, Harbinger's assets hit $26 billion in 2008 as
investors flocked to the fund, but setbacks since then include
investment losses and client withdrawals.  In the third quarter,
Harbinger's assets fell to less than $5 billion, according to
investor documents.


                             *********

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
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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
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available at your local bookstore or through Amazon.com.  Go to
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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.
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Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

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