TCR_Public/120111.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, January 11, 2012, Vol. 16, No. 8

                            Headlines

155 EAST: To Complete Sale of Casino Assets by End of March
4 KIDS: 2nd Phase of Yu-Gi-Oh! Trial to Start in First Quarter
ABITIBIBOWATER INC: Reaffirms Offer for Fibrek
ACARTHA TECHNOLOGY: Case Summary & 2 Largest Unsecured Creditors
AMERICAN AIRLINES: S&P Affirms Rating on 2009-1A Certificates

ATASCADERO TRAFFIC: Voluntary Chapter 11 Case Summary
ATLANTIC & PACIFIC: Amends Plan Outline to Reflect Certain Events
ATWOOD OCEANICS: Moody's Assigns 'Ba3' to Sr. Unsecured Notes
ATWOOD OCEANICS: S&P Assigns 'BB' Rating; Outlook Stable
BEACON POWER: Panel Wants Sale Motion Modified to Address Concerns

BERNARD L. MADOFF: Trustee Seeks $56 Million From Kuwait, Others
CAMARILLO PLAZA: Bank Loan Default Cues Chapter 11 Bankruptcy
CARE WITH DIGNITY: Case Summary & 20 Largest Unsecured Creditors
CCB INVESTORS: Chapter 11 Case Dismissed as Part of Settlement
CCB INVESTORS: Access to S2 Cash Collateral Extended to Jan. 31

CENTRAL PARKING: Moody's Says B3 Unaffected by Properties Sale
CHESAPEAKE MIDSTREAM: S&P Rates Senior Unsecured Notes at 'BB+'
CITYCENTER HOLDINGS: Moody's Affirms 'Caa2'; Outlook Positive
CLASS A PROPERTIES: Case Summary & 5 Largest Unsecured Creditors
COACH AMERICA: DIP Loan Requires Dual-Track Restructuring

COACH AMERICA: Wants Schedules Filing Deadline Stretched
COACH AMERICA: Sec. 341 Creditors' Meeting Set for Feb. 8
COACH AMERICA: Hires BMC Group as Claims and Balloting Agent
COUNTRYWIDE FINANCIAL: MBIA Wins Key Ruling in Mortgage Suit
COX SCHEPP: Files for Chapter 11 Bankruptcy Protection

CRAWFORD FURNITURE: Lays Off 84 Employees, Closes Plant Facility
DAIRY PRODUCTION: Court Confirms AFS Reorganization Plan
DEE ALLEN: Creditors Want Court to Deem Debt as Nondischargeable
DELTA PETROLEUM: Evercore Compensation Structure Challenged
DELTA PRODUCE: Files for Bankruptcy, Sues H.E. Butt for Monopoly

DELUXE ENTERTAINMENT: S&P Raises Corporate Credit Rating to 'B'
DENNY'S CORP: Achieves 3rd Consecutive Quarter of Positive Sales
DOE MOUNTAIN: Withdraws Application to Employ Yukon Property
DRAKE ALHAMBRA: Case Summary & 7 Largest Unsecured Creditors
DUNE ENERGY: Highbridge Discloses 5.3% Equity Stake

DUNE ENERGY: BlueMountain Capital Discloses 18.8% Equity Stake
ELEPHANT & CASTLE: Panel Wants Break-Up Fee Cut to Invite Bids
ELITE PHARMACEUTICALS: Completes Reincorporation Merger
ENER1 INC: Boris Zingarevich Discloses 47.3% Equity Stake
ENIVA USA: Plan Offers Unsec. Creditors 7.5% Recovery in 3 Years

ENIVA USA: Fannie Mae Objects to Nov. 16 Disclosure Statement
EPICEPT CORP: Extends Expiration of Series B Warrants to April 9
FILENE'S BASEMENT: Panel Taps Abacus as Liquidation Consultant
FTB&G LLC: Voluntary Chapter 11 Case Summary
GAC STORAGE: Seeks to Employ Bernstein Shur as Attorneys

GETTY PETROLEUM: Accuses Landlords of Slacking on Cleanup Efforts
GRANITE HILLS: Case Summary & 20 Largest Unsecured Creditors
GREENEDEN US: S&P Gives 'B' Corporate Credit Rating
HARRISBURG, PA: State Eyes $106MM Bond Sale for Building
HERCULES OFFSHORE: Ensco Discloses 2.1% Equity Stake

HMSC CORP: S&P Affirms 'B-' Long-Term Counterparty Credit Rating
HOLLY GLOBAL: Bank Questions "Involuntary" Petition
HOSTESS BRANDS: Ch. 11 Filing Seen Wednesday, Union Talks Go On
INNER CITY: Judge Approves Feb. 16 Auction of $180MM Assets
IMPERIAL CAPITAL: Files 2nd Amended Reorganization Plan

INTERFACE INC: Moody's Raises Corporate Family Rating to 'Ba3'
INVERNESS DISTRIBUTION: Owes $75 Million to Creditors
JEFFERSON COUNTY, AL: Sheriff Cannot Halt Lawsuits, Judge Rules
JK HARRIS: Suspends All Active Operations Starting Jan. 5
JK777 INC: Voluntary Chapter 11 Case Summary

KENTUCKIANA MEDICAL: Withdraws Bid for Clark County Bailout
LAND OF KANAAN: Files for Chapter 11 Bankruptcy Protection
LANNES & GARCIA: Voluntary Chapter 11 Case Summary
LLC 1 07CH12487: Voluntary Chapter 11 Case Summary
LOS ANGELES DODGERS: Team, Hartford Near Settlement Over Payout

MACY'S INC: Outperforms in Holidays; Moody's 'Ba1' Withdrawn
MADISON HOTEL: Has Plan to Pay Building Loan Over Time
MARKETXT HOLDINGS: 2nd Cir. Denies Ex-Exec Appeal on Fraud Ruling
MAMTEK US: Liquidator to Hand Over Assets to Chapter 7 Trustee
MARQUIS PARTNERSHIP: Case Summary & 4 Largest Unsecured Creditors

MERIT GROUP: Plan Confirmed; $7.5-Mil. Funded for Creditors
MGT CAPITAL: Fails to Satisfy Continued Listing Rule
MOUNTAIN CITY: Hearing on Dismissal Motion Continued to Jan. 25
NAKNEK ELECTRIC: US Trustee Says Disclosures Lack Adequate Info
NEOMEDIA TECHNOLOGIES: Appoints James Doran as New CFO

NEWPAGE CORP: Court OKs A&M as Committee's Financial Advisor
NEWPAGE CORP: Court OKs Deloitte to Provide Accounting Services
NORTHWEST PARTNERS: Court Approves Alan Smith as Counsel
OPPENHEIMER PARTNERS: Seeks to Hire Gordon Silver as Counsel
OPTIMA SPECIALTY: S&P Assigns 'B' Corporate Credit Rating

ORCKIT COMMUNICATIONS: Gets Nasdaq Delisting Notice
ORIENTAL TRADING: Moody's Affirms 'B2', Gives Positive Outlook
PARK TOWER: Case Summary & 9 Largest Unsecured Creditors
PHYSIO-CONTROL: Moody's Assigns 'B2' Corporate; Outlook Stable
PHYSIO-CONTROL: S&P Assigns Prelim. 'B+' Corp. Credit Rating

POST HOLDINGS: S&P Assigns Prelim 'B+' Corporate Credit Rating
PREFERRED PROPPANTS: S&P Assigns 'B+' Corporate Credit Rating
RELIANCE GROUP: High Court Nixes Deloitte's Appeal Over Fraud Suit
RESIDENTIAL CAPITAL: Secured Bondholders Oppose Bankruptcy
REYNOLDS & REYNOLDS: S&P Raises Corporate Credit Rating to 'BB'

RHODES COS: Founder Loses Bid to Disqualify Bankruptcy Judge
SAND SPRING: Taps BDO to Provide Audit and Tax Services
SAVANNAH INTERESTS: Sec. 341 Creditors' Meeting Set for Jan. 31
SAVANNAH INTERESTS: Hires Morris Manning as Bankruptcy Counsel
SEANERGY MARITIME: Lenders Agree to Loan Amendments & Waivers

SHELBRAN INVESTMENTS: Chap. 11 Trustee Taps Pletcher as Realtor
SHOREBANK CORPORATION: Case Summary & Creditors List
SHUBH HOTELS: Case Summary & 3 Largest Unsecured Creditors
SLAVERY MUSEUM: Former Gov. Wants Hearing Moved to Jan. 18
SMART & FINAL: S&P Puts 'B-' Corp. Credit Rating on Watch Pos.

SONORA DESERT: Case Summary & 20 Largest Unsecured Creditors
SUNGARD DATA: Fitch Affirms 'B' Issuer Default Rating
TAS PROPERTIES: Files for Bankruptcy to Delay Tax Auction
TASANN TING: 39889 Eureka Joins Plea to Convert Case to Chapter 7
TASTINGS IMPORT: Case Summary & 20 Largest Unsecured Creditors

TELLICO LANDING: No Longer Proposes Plan Outlined on Oct. 4
TENET HEALTHCARE: Sees $1.2BB to $1.3BB 2012 Adjusted EBITDA
TMP DIRECTIONAL: Seeks to Hire Kirkland & Ellis as Attorneys
TRAILER BRIDGE: Court Approves DLA Piper as Bankruptcy Counsel
TRAILER BRIDGE: Court OKs Foley & Lardner as Co-Counsel

TRAILER BRIDGE: Court Approves Global Hunter as Investment Banker
TRAILER BRIDGE: RAS Management Approved as Financial Advisors
TRIDENT MICROSYSTEMS: Wins Approval to Hire KCC as Claims Agent
TRIDENT MICROSYSTEMS: Jan. 18 Hearing Set for Sale Protocol
TSO INC: Has Authorization to Use PeoplesBank Cash Collateral

TOUSA INC: Can Use Lenders' Cash Collateral Until April 30
UAL CORP: Flight Attendants to Vote on Tentative Agreement
UNIGENE LABORATORIES: Key Elements in Place to Address Debt
UNIGENE LABORATORIES: Key Elements in Place to Address Debt
VERO BEACH: Voluntary Chapter 11 Case Summary

VERTRUE LLC: S&P Lowers Corporate Credit Rating to 'D'
VILLAGE AT PENN STATE: Can Use Wells Fargo Cash Through June 30
VILLAGE AT PENN STATE: U.S. Trustee Unable to Name Committee
VILLAGE AT PENN STATE: State Long Term Care Ombudsman Appointed
VIRTUALSCOPICS INC: Gets Minimum Bid Price Notice From NASDAQ

WAGSTAFF MINNESOTA: Can Use Cash Collateral Until April 26
WAGSTAFF MINNESOTA: Exclusive Filing Period Extended to March 30
WASHINGTON MUTUAL: Objections to Disclosure Statement Filed

* Total Bankruptcy Filings Fall 12% in 2011

* Former Parma Mayor Takes on Full-Time Role at McDonald Hopkins
* Hill Ward's Andrew Lennox Joins Carlton Fields

* Upcoming Meetings, Conferences and Seminars



                            *********

155 EAST: To Complete Sale of Casino Assets by End of March
-----------------------------------------------------------
Jake Simpson at Bankruptcy Law360 reports that 155 East Tropicana
LLC plans to complete a sale of casino assets by the end of March.
Law360 relates that according to a proposed bankruptcy plan filed
by 55 East Tropicana, the sale of the casino would close no later
than March 30.  Under the terms of the plan, bids for the property
would be due by Feb. 10, with an auction scheduled for Feb. 17.

As reported by the Troubled Company Reporter on Jan. 10, 2012, the
Debtor received approval to begin polling creditors on its new
bankruptcy-exit plan.  Bill Rochelle, the bankruptcy columnist for
Bloomberg News, reported that the plan filed Jan. 3 along with a
disclosure statement, explains how the property will be acquired
in exchange for debt by Canpartners Realty Holding Co. IV LLC, the
owner of 98.4% of the $130 million in 8.75% second-lien senior
secured notes.  The Bloomberg report relates that in accord with
an agreement approved in December by the bankruptcy judge in Las
Vegas, the plan must be approved with a confirmation order by
March 2.  If it's not, secured creditors can foreclose.

Canpartners is allowing the casino to retain $10.6 million in cash
on hand to fund the plan. The cash must cover professional costs
and full payment on $3.35 million in secured notes owned by third
parties. Unsecured creditors with about $265,000 in claims are to
be paid in full.  The first-lien credit facility, with about $14.5
million outstanding, will be assumed by the new owners.  Wells
Fargo Capital Finance Inc. is agent for holders of first-lien
debt.

                      About 155 East Tropicana

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

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

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

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


4 KIDS: 2nd Phase of Yu-Gi-Oh! Trial to Start in First Quarter
--------------------------------------------------------------
Kristin Brzoznowski at worldscreen.com reports that the second
phase of the trial in a contract dispute over the Yu-Gi-Oh! series
to determine the damages payable to 4Kids Entertainment arising
from the purported termination of the show's licensing agreement
has not been scheduled but is expected to start as early as first
quarter of 2012.

As reported by the Troubled Company Reporter, the U.S. Bankruptcy
Court ruled in favor of 4Kids in the first phase of the trial,
deciding that the Yu-Gi-Oh! property license agreement between the
two was not effectively terminated prior to the bankruptcy filing.

"We are very pleased with the court's decision which confirms that
the plaintiffs' purported termination of the Yu-Gi-Oh! agreement
was wrongful and that the plaintiffs' audit claims were baseless,"
the report quotes Michael Goldstein, interim chairman of 4Kids, as
saying.  "We are hopeful that members of the Yu-Gi-Oh! consortium
will take note of the court's detailed findings and work with
4Kids to put this matter behind us so that all parties can work
together constructively for the continued success of the Yu-Gi-Oh!
brand.  We would also like to thank our many clients and business
partners for their support and understanding."

                    About 4Kids Entertainment

New York-based 4Kids Entertainment, Inc., dba 4Kids, is an
entertainment and media company specializing in the youth oriented
market, with operations in these business segments: (i) licensing,
(ii) advertising and media broadcast, and (iii) television and
film production/distribution.  The parent entity, 4Kids
Entertainment, was organized as a New York corporation in 1970.

4Kids filed for bankruptcy protection under Chapter 11 of the
Bankruptcy Code to protect its most valuable asset -- its rights
under an exclusive license relating to the popular Yu-Gi-Oh!
series of animated television programs -- from efforts by the
licensor, a consortium of Japanese companies, to terminate
the license and force 4Kids out of business.

4Kids and affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Lead Case No. 11-11607) on April 6, 2011.  Kaye Scholer LLP is the
Debtors' restructuring counsel.  Epiq Bankruptcy Solutions, LLC,
is the Debtors' claims and notice agent.  BDO Capital Advisors,
LLC, is the financial advisor and investment banker.  EisnerAmper
LLP fka Eisner LLP serves as auditor and tax advisor.  4Kids
Entertainment disclosed $78,397,971 in assets and $86,515,395 in
liabilities as of the Chapter 11 filing.

On July 8, 2011, Tracy Hope Davis, the U.S. Trustee for Region 2,
appointed three members to the official committee of unsecured
creditors in the Chapter 11 cases.  Hahn & Hessen LLP serves as
counsel to the Committee.  The Committee tapped Epiq Bankruptcy
Solutions LLC as its information agent.

The Consortium consi8ts of TV Tokyo Corporation, which owns and
operates a television station in Japan; ASATSU-DK Inc., a Japanese
advertising company; and Nihon Ad Systems, ADK's wholly owned
subsidiary.  The Consortium is represented by Kyle C. Bisceglie,
Esq., Michael S. Fox, Esq., Ellen V. Holloman, Esq., and Mason
Barney, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky LLP,
in New York.


ABITIBIBOWATER INC: Reaffirms Offer for Fibrek
----------------------------------------------
AbitibiBowater Inc., doing business as Resolute Forest Products,
would issue a notice of variation to the offer circular and other
ancillary documentation in connection with its outstanding offer
to acquire Fibrek Inc.  The notice of variation will describe
certain changes to the offer documents, including the registration
statement filed with the U.S. Securities and Exchange Commission,
the sole purpose of which are to address comments from the SEC in
its customary review process.  From the perspective of Fibrek's
shareholders, the terms of the offer are substantially consistent
with the original offer.

"We are committed to move forward and are addressing one of the
regulatory steps in our offer to purchase Fibrek," said Richard
Garneau, President and Chief Executive Officer."  We also
acknowledge Fibrek's directors' circular filed on SEDAR on
Dec. 30.  It does not change our firm belief that the offer we
announced on Nov. 28 presents Fibrek's shareholders with a
compelling opportunity.  The fact that three of their largest
individual shareholders, representing approximately 46% of the
outstanding shares, have agreed to tender their shares to our
offer supports that belief."

Fibrek shareholders should consider these factors in making their
decision to accept the offer:

-- the offer represents a substantial premium to Fibrek's pre-
   announcement trading price;

-- the offer is not subject to any financing condition;

-- Fibrek shareholders have the opportunity to exchange their
   shares of Fibrek, which had been thinly traded through to the
   date the offer was announced;

-- Resolute is uniquely positioned to integrate Fibrek into its
   existing operations; and

-- Fibrek shareholders who become Resolute shareholders will own
   shares in a company that:

     * is financially stronger;

     * has a diversified asset and product base;

     * is committed to continue improving its flexible, low-cost
       manufacturing position;

     * maintains a prudent capital structure, with a ratio of
       long-term debt to last twelve months adjusted EBITDA of
       1.3x as of the end of the third quarter of 2011.

The offer, which Resolute is making together with RFP Acquisition
Inc., a wholly-owned subsidiary, is more fully described in the
offer circular and other ancillary documentation the Company filed
on Dec. 15, 2011, on the Canadian Securities Administrators' Web
site, as amended on Jan. 9, 2012.  The offer will expire at 5:00
p.m. on Jan. 20, 2012, unless it is extended or withdrawn by
Resolute.

The offer is subject to certain conditions including, among
others, a 66?% minimum tender condition, waiver or termination of
all rights under the shareholder rights plan, receipt of all
regulatory, governmental and third-party approvals, consents and
waivers, Fibrek not having implemented or approved any issuance of
shares or other securities or any other transaction, acquisition,
disposition, capital expenditure or distribution to its
shareholders outside the ordinary course of business, and the
absence of occurrence or existence of any material adverse effect
or material adverse change.  Subject to applicable laws, Resolute
reserves the right to withdraw or extend the offer and to not take
up and pay for any Fibrek common shares deposited under the offer
unless each of the conditions of the offer is satisfied or waived
(at its sole discretion).  The offer is not subject to any
financing condition.

                     About AbitibiBowater Inc.

AbitibiBowater Inc. -- http://www.abitibibowater.com/-- owns or
operates 18 pulp and paper mills and 24 wood products facilities
located in the United States, Canada and South Korea.  Marketing
its products in more than 70 countries, AbitibiBowater is also
among the largest recyclers of old newspapers and magazines in
North America, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade under the stock symbol ABH on both
the New York Stock Exchange and the Toronto Stock Exchange.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  The Company and its
Canadian affiliates commenced parallel restructuring proceedings
under the Companies' Creditors Arrangement Act before the Quebec
Superior Court Commercial Division the next day.  Alex F. Morrison
at Ernst & Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, served as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acted as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, served as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, served as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors were Advisory Services LP, and their noticing and claims
agent was Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel was Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

Luc A. Despins, Esq., at Paul, Hastings, Janofsky & Walker LLP, in
New York, served as counsel to the Official Committee of Unsecured
Creditors.  Jamie L. Edmonson, Esq., GianClaudio Finizio, Esq.,
and Daniel A. O'Brien, Esq., at Bayard, P.A., in Wilmington,
Delaware, served as local counsel to the Creditors Committee.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Pauline K. Morgan,
Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt &
Taylor, in Wilmington, represented the Chapter 15 Debtors.

U.S. Bankruptcy Judge Kevin Carey handled the Chapter 11 cases of
AbitibiBowater Inc. and its U.S. affiliates and the Chapter 15
case of ACI, et al.

The U.S. Bankruptcy Court issued an opinion confirming
AbitibiBowater's chapter 11 plan of reorganization on Nov. 22,
2010.  The Debtors also obtained approval of their reorganization
plan under the Canadian Companies' Creditors Arrangement Act.
AbitibiBowater emerged from bankruptcy on Dec. 9, 2010.


ACARTHA TECHNOLOGY: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Acartha Technology Partners, L.P.
        Two Tower Center Boulevard, 20th floor
        East Brunswick, NJ 08816

Bankruptcy Case No.: 12-10124

Chapter 11 Petition Date: January 8, 2012

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: David L. Finger, Esq.
                  FINGER & SLANINA, P.A.
                  One Commerce Center
                  1201 Orange Street, Suite 725
                  Wilmington, DE 19801-1155
                  Tel: (302) 884-6766
                  Fax: (302) 984-1294
                  E-mail: dfinger@delawgroup.com

Debtor?s
Co-Counsel:       JACOBS PARTNERS LLC

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

Estimated Debts: $50,001 to $100,000

The petition was signed by Dixon R. Brown, POA for B. Douglas
Morriss, chairman of Acartha Group, LLC, servicer for Gryphon
Investments III, LLC, general partner.

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                        Case No.
        ------                        --------
Acartha Group, LLC                    12-10123
MIC VII, LLC                          12-10125

Debtor's List of Its Two Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
UHY Advisors                       Trade Debt              $30,307
15 Sunnen Drive, Suite 100
Saint Louis, MO 63143-3801

Holtz Rubenstein Reminick LLP      Trade Debt              $30,000
1430 Broadway
New York, NY 10018-3308


AMERICAN AIRLINES: S&P Affirms Rating on 2009-1A Certificates
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB-' rating on
AMR Corp. (D/--) subsidiary American Airlines Inc.'s 2009-1A pass-
through certificates. The rating was removed from CreditWatch,
where it had placed been placed on Nov. 17, 2011.

"We are not surprised by American's affirmation, under Section
1110a of the U.S. Bankruptcy Code, of the aircraft debt that
collateralizes the 2009-1 pass-through certificates (enhanced
equipment trust certificates)," said Standard & Poor's credit
analyst Philip Baggaley.

The planes these certificates financed are B737-800s and B777-
200ERs, which are core aircraft models for American as it seeks to
continue modernizing its fleet and retiring older planes. Also,
the debt on each aircraft is cross-collateralized and subject to
cross-default provisions, so American cannot selectively turn back
individual planes to creditors.

"We continue to believe that American will likely affirm the 2011-
1 and 2011-2 pass-through certificates. We also believe American
will affirm its 2005-1 certificates," Mr. Baggaley added.

Prospects for the 2001-1 pass-through certificates, secured by
older MD-83 planes, and the 13% notes due 2016 are more uncertain.


ATASCADERO TRAFFIC: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Atascadero Traffic Way Mini Storage, LLC
        5395 Traffic Way
        Atascadero, CA 93422

Bankruptcy Case No.: 12-10028

Chapter 11 Petition Date: January 4, 2012

Court: United States Bankruptcy Court
       Central District of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: Richard E Rossi, Esq.
                  ROSSI LAW OFFICES
                  11555 Los Osos Valley Rd #105
                  San Luis Obispo, CA 93405
                  Tel: (805) 541-1044
                  E-mail: poole@rossilegal.com

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

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

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

The petition was signed by Eugene C. Koehler, managing member.


ATLANTIC & PACIFIC: Amends Plan Outline to Reflect Certain Events
-----------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., et al., filed on
Dec. 14, 2011, with the U.S. Bankruptcy Court for the Southern
District of New York a revised Disclosure Statement for the their
Plan of Reorganization.

The Debtors relate that they have amended the Disclosure Statement
to, among other things:

   -- reflect events that have transpired since the prior filing
   of the Disclosure Statement;

   -- modify, add or amend certain language on account of comments
   received from various parties in interest in the Debtors'
   Chapter 11 cases and correct various clerical and typographical
   errors.

A full-text copy of the revised Disclosure Statement is available
for free at:

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

The investors are providing a total New Money Commitment of
$490 million in the form of (i) $210 million face amount of
privately placed New Second Lien Notes; (ii) $210 million face
amount of privately placed New Convertible Third Lien Notes; and
(iii) an $80 million New Equity Investment.  The proceeds of the
New Money Commitment will allow the Debtors to make distributions
pursuant to the Plan, including paying certain secured creditors
in full in cash, and will provide a $40 million cash pool, less
the amount distributed pursuant to the Substantive Consolidation
Settlement Cash Pool, for distributions to General Unsecured
Creditors.

The Plan provides for a settlement and compromise of the
intercreditor issues relating to whether the liabilities and
assets of the Debtors must be substantively consolidated for
purposes of distributions under the Plan.

The Confirmation Hearing will commence on Feb. 6, 2012, at
10:00 a.m. prevailing Eastern Time.  Objections, if any, are due
5:00 p.m. on Jan. 24, 2012.

                            Objection

Tanit Buday objects to the adequacy of the disclosure statement,
and requests that the Court approve the mediation procedures so
that she will not be required to pay for the mediation costs.

Ms. Buday holds a $10,000 claim.

Ms. Buday relates that the Debtor is requiring the sharing of
mediation expense for the purpose of chasing away small pro se
claimants like me.  Ms. Buday asserts that it is the Debtor's idea
to have a mediation and it should pay for it.

                   About Great Atlantic & Pacific

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

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

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

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

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

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


ATWOOD OCEANICS: Moody's Assigns 'Ba3' to Sr. Unsecured Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Atwood
Oceanics, Inc.'s (Atwood) proposed offering of $400 million senior
unsecured notes. Simultaneously, Moody's assigned a Corporate
Family Rating (CFR) of Ba2, a Probability of Default Rating (PDR)
of Ba2 and an SGL-3 Speculative Grade Liquidity Rating. The rating
outlook is stable. This is the first time that Moody's has rated
Atwood.

The note proceeds will be used to reduce borrowings under Atwood's
existing $750 million senior secured revolving credit facility,
which had $520 million outstanding at September 30, 2011.

RATINGS RATIONALE

Atwood's Ba2 CFR reflects its small but growing and high-quality
offshore drilling rigs, diversified international presence, low
current leverage and strong contract coverage for 2012. The rating
is also supported by the company's long operating track record,
history of conservative financial management and a blue-chip
customer base. The rating is held back by the limited contract
visibility of Atwood's existing rigs beyond 2013; the lack of
contract coverage for the company's new rigs that are currently
under construction (five of six are uncontracted), as well as
mobilization and start-up risk for these newbuilds ; and the
expected increase in debt and financial leverage through 2014. The
rating also considers the inherent volatility of the marine
drilling market and the large global supply of newbuilds in the
2012-2014 timeframe and their potential adverse impact on future
dayrates.

The company will have adequate liquidity in 2012 which is captured
in Moody's SGL-3 Speculative Grade Liquidity Rating. Although
Moody's expects capital spending to exceed operating cash flow in
2012 by roughly $500 million, balance sheet cash of $295 (at
September 30, 2011) and $630 million of availability under the
$750 million revolving credit facility should sufficiently cover
the company's funding needs. The company's roughly $750 million
capital budget for 2012 includes the final payments for two new
rig deliveries (Atwood Condor and Atwood Mako) and a down payment
for a drillship (Atwood Achiever).

The Ba3 rating of the $400 million notes reflects both the overall
probability of default of the company, to which Moody's assigns a
PDR of Ba2, and a loss given default of LGD 5 under Moody's Loss
Given Default methodology. The notes are rated one notch below the
Ba2 CFR because of their unsecured nature, the absence of
subsidiary guarantee and the substantial amount of priority claim
debt in the capital structure. The revolving credit facility is
secured and collateralized by six of Atwood's operating rigs
(excludes Vicksburg) and has an accordion feature that permits the
facility commitment amount to be increased to $1.1 billion after
taking delivery of Atwood Condor and having the rig signed to a
drilling contract. Given the significant size of the current
revolver, any material increase in the facility commitment amount
could lead to further notching of the unsecured notes from the
CFR.

The stable outlook is underpinned by Atwood's drilling contracts,
low leverage and Moody's expectation that the six newbuilds will
be delivered at or near the dates and costs projected by the
company.

An upgrade is unlikely in 2012. However, looking forward, if
Atwood can achieve greater scale by successfully deploying its new
rigs as they become available, maintain strong contract coverage
and hold leverage below 1.5x, Moody's considers an upgrade.

Operational setbacks, weaker than expected dayrates, significant
delays in obtaining new contracts, and newbuild cost overruns
would pose the greatest risks to ratings given Atwood's
substantial capital requirements through 2014. The CFR will be
downgraded if Atwood is unable to sustain debt/EBITDA below 2.5x.

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

Atwood Oceanics, Inc. is a Houston, Texas based international
offshore drilling contractor with operations in Australia,
Southeast Asia, West Africa, the US Gulf of Mexico and South
America.


ATWOOD OCEANICS: S&P Assigns 'BB' Rating; Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to Houston-based Atwood Oceanics Inc. (Atwood). "At
the same time, we assigned our 'BB' issue-level rating to Atwood's
proposed $400 million senior unsecured notes due 2020. The
recovery rating is '3', indicating our expectation of average (50%
to 70%) recovery in the event of a payment default. The outlook
is stable," S&P said.

"The ratings on Atwood reflect Atwood's participation in a highly
competitive, cyclical industry; its small fleet size and limited
customer diversification; and its considerable capital spending
program," said Standard & Poor's credit analyst Paul Harvey. "The
ratings also incorporate the company's high asset and customer
quality, its strong operating and profitability track record, the
revenue visibility provided by its medium-term construction
contracts, and its moderate debt levels."

"We assess Atwood's business profile to be 'fair' (as our criteria
define the term). A constraining factor in our credit assessment
is the small scale of Atwood's current fleet, limiting asset and
revenue diversity and heightening exposure to unplanned downtime
at any of its rigs. Atwood's active fleet of seven drilling rigs
consists of one ultra-deep water rig (Osprey), three deepwater
semisubmersible rigs (Eagle, Falcon, and Hunter), and three
shallow water jackups (Beacon, Aurora, and Vicksburg). Atwood also
has three rigs that are currently cold stacked, which we do not
expect to become active at current market conditions," S&P said.

"To augment and improve its fleet, Atwood has entered into new
construction contracts, with about $1.8 billion left to spend over
the next three years. This construction will significantly enhance
the fleet (adding the Atwood Advantage and Achiever drillships
expected delivery in 2013 and 2014), the Atwood Condor ultra-
deepwater semisubmersible (expected to be delivered and on
contract with Hess Corp in September 2012), and three high
specification jackup rigs (the Mako, Manta, and Orca) to be
delivered in 2012 and 2013. The addition of these vessels will
significantly enhance Atwood's fleet and solidify its business
risk profile, although it will still lack the scale of its
investment-grade peers," S&P said.

"Over the next few quarters, we expect Atwood's operating
performance to be supported by a strong near-term backlog of $1.7
billion through 2014, with 92% of rig days and 43% rig days
currently contracted in 2012 and 2013. We believe Atwood's above-
average profitability should remain strong given its high
utilization levels and continued demand for high-specification
drilling equipment. Compared with its rated peers, Atwood has one
of the highest operating margins -- about 60% as of Sept. 30,
2011. Starting in 2013, strengthening contract renewal day rates
and the delivery of three additional units (in late 2012/early
2013) should help the company further expand its cash flow base.
While these new units are not contracted, the superior utilization
rates currently enjoyed by the ultra-deepwater and high-
specification segments of the market give us comfort in Atwood's
ability to contract them at favorable day rates," S&P said.

"The stable outlook reflects Atwood's good liquidity and financial
measures offset by heavy near-term spending as it takes delivery
of six new drilling vessels over the next three years with
remaining costs of about $1.8 billion," Mr. Harvey continued. "We
could downgrade the company if it pursues a more-aggressive
financial policy, likely because of additional new construction or
acquisitions, so that leverage exceeds 3.5x on a sustained basis.
We do not expect to upgrade the company over the next 12 to 18
months given the still-limited scale of Atwood's fleet and
significant construction costs over that period."


BEACON POWER: Panel Wants Sale Motion Modified to Address Concerns
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Beacon Power Corporation, et al., asks the U.S.
Bankruptcy Court for the District of Delaware to:

   -- deny the sale(s) of certain or substantially all of the
   Debtors' assets; or

   -- approve the sale subject to modifications that address the
   issues raised by the Committee.

On Nov. 23, 2011, the Debtors, the Committee points out, filed
their bid procedures motion seeking to establish sale milestones
that propose to complete a sale and auction under Section 363 of
the Bankruptcy Code within 21 days -? from an indication of
interest deadline on Jan. 9, 2012, through a transaction hearing
to approve a sale on Jan. 30.

The Committee adds that the Debtors are asking the Court to
approve a disposition of substantially all of the Debtors' assets
within less than 60 days from the filing of the bid procedures
motion.  The Debtors did not market the assets for sale prior to
the Petition Date and accordingly the timetable is unreasonably
short, particularly given the intervening holidays, the Committee
tells the Court.

According to the Committee, the Bidding Procedures must be
modified:

   -- so that the Committee is notified, given copies of, and
   consulted on any bids and should be provided supporting
   documentation;

   -- that the bid procedures must specifically state that the
   Committee is permitted to attend the auction and participate in
   the consultation with the Debtors and the DOE throughout the
   process; and

   -- that all prospective bidders who are bidding on more than
   one of the Debtors' assets must be required to allocate the
   purchase price of each bid to each particular asset on which
   they are bidding.

                        About Beacon Power

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

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

The Debtors tapped Miller Wachman, LLP as auditors, Pluritas, LLC
as intellectual property advisors, CRG Partners Group LLC as
financial advisors.

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

Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed four unsecured creditors to serve on the Official
Committee of Unsecured Creditors of Beacon Power Corporation.


BERNARD L. MADOFF: Trustee Seeks $56 Million From Kuwait, Others
----------------------------------------------------------------
Evan Weinberger at Bankruptcy Law360 reports that Irving H.
Picard, the trustee overseeing the liquidation of fraudster
Bernard L. Madoff's investment company, has launched three more
lawsuits, seeking to recover nearly $56 million from three foreign
financial institutions, including the Kuwaiti government's public
pension fund.

                      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.


CAMARILLO PLAZA: Bank Loan Default Cues Chapter 11 Bankruptcy
-------------------------------------------------------------
Carol Lawrence at Ventura County Star reports that Camarillo Plaza
LLC, owned by Aaron Arnold Klein and his wife, Tina, filed on
Dec. 5, 2011, for Chapter 11 voluntary bankruptcy to stop default
interest that has been accumulating on late payments on a $12
million loan.

According to the report, Aaron Klein stated in the bankruptcy
petition that he has $490,937 in arrears to Wells Fargo Bank,
N.A., an amount that includes default interest payments.  The loan
value is about $12 million.

The report says Janet A. Lawson, representing the Company, said
the default payments are the primary reason for the bankruptcy
filing.  "The plaza's not really insolvent; the plaza can meet its
expenses," she said. "We have to resolve this dispute with Wells,
or else it would foreclose."

The report relates that Mr. Klein said he allocated to an escrow
account an unspecified amount of tenant improvement money with
Wells Fargo that he then used to pay a portion of construction
costs to renovate a new tenant property, Brendan's Irish Pub and
Restaurant.

Shopping center operator Camarillo Plaza LLC, based in Los
Angeles, California, filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-59637) on Dec. 5, 2011.  Judge Sheri Bluebond
was assigned to the case.  At the Debtor's behest the next day,
the case was transferred to the Northern Division (Bankr. C.D.
Calif. Case No. 11-bk-15562).  The case in the Los Angeles
Division was closed, and Judge Robin Riblet took over from Judge
Bluebond.

The Debtor scheduled assets of $21,646,714 and liabilities of
$12,286,585.  The petition was signed by Aaron Arnold Klein,
managing partner.  Janet A. Lawson, Esq. --
jlawsonlawyer@gmail.com -- serves as the Debtor's counsel.


CARE WITH DIGNITY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Care With Dignity Healthcare, Inc.
        9474 Chesapeake Drive, Suite 907
        San Diego, ca 92123

Bankruptcy Case No.: 12-00099

Chapter 11 Petition Date: January 5, 2012

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge:  Margaret M. Mann

Debtor's Counsel: Richard L. Hutchinson, Esq.
                  7855 Ivanhoe Ave., Suite 455
                  La Jolla, CA 92037
                  Tel: (858) 459-4004

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/casb12-00099.pdf

The petition was signed by Gary D. Devoir, president.


CCB INVESTORS: Chapter 11 Case Dismissed as Part of Settlement
--------------------------------------------------------------
Judge Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida has dismissed the Chapter 11 case of
CCB Investors Assets Management, LLC.

As reported in the Troubled Company Reporter on Dec. 23, 2011,
the Debtor and secured creditor Second Equities Corp. entered into
a settlement agreement which provides for the orderly liquidation
of Debtor's property and for the operating expenses to be paid
with the written approval of Second Equities.

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

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

The settlement agreement also contemplates the dismissal of the
case.

               About CCB Investors Asset Management

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

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


CCB INVESTORS: Access to S2 Cash Collateral Extended to Jan. 31
---------------------------------------------------------------
The Hon. Ronald B. King of the U.S. Bankruptcy Court for the
Western District of Texas signed a fifth interim agreed order,
authorizing Tao-Sahi, LP, to use cash collateral of S2 Acquisition
LLC until Jan. 31, 2012.

Pursuant to an agreed order, S2 Acquisition consented to use of
cash collateral to fund the Debtor's business operations
postpetition.

The Court also ordered that the asset management fee payable to
TAO Development Group, LLC will not exceed 1%.

The final hearing on the motion is scheduled on Jan. 25, 2012.

As reported in the Troubled Company Reporter on Aug. 30, 2011, S2
Acquisition asserts claims against the Debtor of $19,554,569
(exclusive of pre- and postpetition attorney fees, costs and
expenses, late charges and other costs chargeable under the Loan
Documents.

As adequate protection for any diminution in value of the cash
collateral, the Debtor will make a monthly payment of $40,170 to
S2 Acquisition, and a monthly payment of up to $10,000 of S2
Acquisition's fees and expenses until the effective date of a
confirmed plan.  S2 Acquisition is also granted a first
replacement liens and additional lien on all assets of the Debtor
and an allowed superpriority administrative claim.  The collateral
and superpriority claims is subject to a carve out for
professional fees and fees to be paid to the Clerk of the Court
and the U.S. Trustee.

                        About Tao-Sahi LP

Tao-Sahi LP owns the Holiday Inn NW - Seaworld in San Antonio,
Texas.  Tao-Sahi has no employees.  The Hotel is managed under
contract with an independent management company.  Tao-Sahi filed
for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 11-52027) on
June 7, 2011, to stay foreclosure of the hotel and restructure its
debts.  Judge Ronald B. King presides over the case.  Marvin E.
Sprouse, III, Esq., and Jack Skaggs, Esq., at Jackson Walker LLP,
in Austin, Tex., serve as bankruptcy counsel.  Bolton Real Estate
Consultants, Ltd., serves as the Debtor's appraiser.  In its
Schedules, the Debtor disclosed $24,735,728 in assets and
$20,584,065 in debts.  The petition was signed by Clayton Isom,
CEO of Tao Development Group, LLC, general partner.

S2 Acquisition LLC, an opportunity fund associated with Square
Mile Capital Management in New York, acquired the hotel debt from
the failed Silverton Bank.  S2 Acquisition is represented by Tom
Rogers, Esq., and Shari L. Heyan, Esq., at Greenberg Traurig.


CENTRAL PARKING: Moody's Says B3 Unaffected by Properties Sale
--------------------------------------------------------------
Moody's Investors Service said that Central Parking Corporation's
planned sale of properties held at its wholly owned property
subsidiary, while a credit positive, will not immediately impact
CPC's B3 Corporate Family Rating and negative rating outlook. The
credit profile is improved because sale proceeds will be used to
address near-term debt maturities at PropCo.

Central Parking Corporation, headquartered in Nashville,
Tennessee, is a leading provider of parking management. Parking
facilities are operated under two general types of arrangements:
management contracts and leases. CPC manages about 1,445 contracts
and operates roughly 824 leased and 3 owned properties. The
company also provides ancillary services such as parking
consulting, shuttle bus, valet, parking meter collection and
enforcement, insurance and billing services. The next largest
competitor in this highly fragmented industry is Standard Parking
Corporation (not rated by Moody's) with approximately 2,100
facilities, of which about 90% are managed.


CHESAPEAKE MIDSTREAM: S&P Rates Senior Unsecured Notes at 'BB+'
---------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB+' issue-level
rating and '4' recovery rating to Chesapeake Midstream Partners
L.P.'s (CHKM) and CHKM Finance Corp.'s proposed senior unsecured
notes offering due 2022. "The recovery rating of '4' indicates our
expectation that lenders will receive average (30% to 50%)
recovery if a payment default occurs. The partnership intends to
use the net proceeds to repay a portion of amounts outstanding
under its revolving credit facility and for general partnership
purposes. As of Sept. 30, 2011, CHKM had $417 million in balance-
sheet debt," S&P said.

"Okla. City-based CHKM is a midstream energy partnership that
specializes in gathering, processing, and treating natural gas and
gathering natural gas liquids under fixed-fee contracts. CHKM is a
joint venture owned equally by Chesapeake Energy Corp.
(BB+/Stable/--) and Global Infrastructure Partners (not rated).
Our corporate credit rating on CHKM is 'BB+', and the outlook is
stable," S&P said.

Ratings List
New Ratings

Chesapeake Midstream Partners L.P.
CHKM Finance Corp.
.Senior unsecured notes due 2022      BB+
  Recovery rating                     4


CITYCENTER HOLDINGS: Moody's Affirms 'Caa2'; Outlook Positive
-------------------------------------------------------------
Moody's Investors Service revised the rating outlook for
CityCenter Holdings, LLC's to positive from stable, raised the
rating on its senior secured first lien notes to B1 from B2, and
affirmed the company's Caa2 Corporate Family and Probability of
Default ratings, and its Caa2 senior secured second lien note
rating.

Ratings upgraded:

$900 million 7.625% senior secured first lien notes due 2016 to B1
(LGD 2, 18%) from B2 (LGD 2, 20%)

Ratings affirmed and LGD assessments revised:

Corporate Family Rating at Caa2

Probability of Default Rating at Caa2

$600 million 10.75% senior secured second lien PIK notes due 2017
at Caa2 (LGD 4, 55% from 58%)

RATINGS RATIONALE

The change in the rating outlook to positive reflects CityCenter's
better than expected operating performance through the third
quarter of 2011, and Moody's view that visitation to Las Vegas
will continue to rise enabling the company to grow EBITDA modestly
over the next year. "Moody's expects the company's EBITDA can
reach a level that can support its cash interest burden and a
significant portion of its maintenance capex by year-end 2012",
said Moody's analyst, Peggy Holloway. Modest economic growth and
higher corporate profits is likely to support rising visitation
and convention attendance to the Las Vegas Strip in 2012. Through
October 2011, visitation was up 4.5% while group attendance rose
9.8%. For the nine months ended September 30, 2011, occupancy and
average daily room rates (ADR) at CityCenter's main property,
Aria, improved to 87% and $201 from 75% and $181, respectively,
versus the same prior year period. While Aria's occupancy and ADR
still lags other luxury properties on the Las Vegas Strip, Moody's
expects the property can narrow the gap as it continues to build
brand awareness and ramp-up operations.

The upgrade of CityCenter's senior secured first lien notes to B1
follows the company's $125 million prepayment (in late 2011) on
its unrated $500 million senior secured first lien bank term loan
which ranks pari passu with the senior secured first lien notes.
The reduction in senior secured first lien debt relative to the
large amount of second lien and unsecured subordinated sponsor
loans improves the recovery prospects for the first lien note
holders and results in a one notch upgrade per Moody's Loss Given
Default methodology.

The affirmation of CityCenter's Caa2 Corporate Family Rating
reflects the company's high leverage, and thin interest coverage
given that the property opened during the recession, as well as,
the need to build brand awareness to bring occupancy, ADRs, and
overall profit margins closer to levels achieved by its luxury
peers. Debt to EBITDA through fiscal 2012 is expected to remain
above 13 times including $1.1 billion of unsecured subordinated
PIK sponsor debt (about 8.3 times excluding the sponsor debt).

Ratings could be upgraded if CityCenter's recurring EBITDA minus
capital expenditures to total interest expense approaches 1.2
times, if the operating environment in Las Vegas continues to
strengthen, and the company is able to build cash to bolster
liquidity.

The rating outlook could revert to stable if positive visitation
trends to Las Vegas reverse or if EBITDA minus capital
expenditures to total interest expense appear likely to stabilize
at around 1.0 times. Ratings could be downgraded if CityCenter's
recurring EBITDA to total interest expense drops below 1.0 time.

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

CityCenter Holdings, LLC owns and operates CityCenter, a mixed-use
development located on the Las Vegas Strip that opened in December
2009. CityCenter is a 50/50 joint venture between MGM Resorts
International (B2, stable) and Infinity World (a subsidiary of
Dubai World) (not rated). MGM is the operating manager. CityCenter
generated approximately $1.1 billion of revenues for the last
twelve months ending September 30, 2011.


CLASS A PROPERTIES: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Class A Properties Seven, LLC
        17 W 240 22nd Street, Suite 305
        Oak Brook Terrace, IL 60181

Bankruptcy Case No.: 12-00140

Chapter 11 Petition Date: January 4, 2012

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: Paul M. Bach, Esq.
                  BACH LAW OFFICES
                  P.O. Box 1285
                  Northbrook, IL 60065
                  Tel: (847) 564-0808
                  Fax: (847) 564-0985
                  E-mail: paul@bachoffices.com

Scheduled Assets: $2,518,000

Scheduled Liabilities: $2,120,615

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ilnb12-00140.pdf

The petition was signed by Fernali Ferrice, managing member.


COACH AMERICA: DIP Loan Requires Dual-Track Restructuring
---------------------------------------------------------
Coach America is required under its $30 million DIP facility with
J.P. Morgan Securities LLC and JPMorgan Chase Bank, N.A., acting
as Administrative Agent and Collateral Agent for itself and a
syndicate of financial institutions, to (i) file a motion on or
prior to Jan. 13, 2012, seeking Bankruptcy Court approval of
bidding procedures to facilitate the sale of substantially all of
the Debtors' assets, and to obtain an order from the Bankruptcy
Court with respect thereto on or prior to Feb. 2, 2012; and (ii)
prior to May 1, 2012, either commence solicitation of votes on a
plan of reorganization pursuant to a disclosure statement approved
by the Bankruptcy Court or obtain an order from the Bankruptcy
Court approving the sale of all or substantially all of its
assets, which sale has the written support of the Administrative
Agent, the Required Lenders and the Required Prepetition First
Lien Lender Group.

The DIP Agent also requires the Debtors to continue to employ
Alvarez & Marsal's Brian E. Cejka as chief restructuring officer.

Coach America will return to the Bankruptcy Court on Jan. 27,
2012, for a final hearing on the Debtors' request to obtain up to
$30,000,000 in postpetition financing arranged by J.P. Morgan
Securities LLC and JPMorgan Chase Bank, N.A., acting as
Administrative Agent and Collateral Agent for itself and a
syndicate of financial institutions.

On Jan. 5, 2012, the Debtors obtained interim Court permission to
use up to $14,828,000 under the facility.  The Debtors also won
interim permission to use cash collateral securing their
obligations to their prepetition lenders.

As of the Petition Date, the Debtors had outstanding secured debt
obligations in the aggregate principal amount of $388,752,806
including $318,729,664 in first lien debt arising under a
Prepetition First Lien Credit Agreement with JPMorgan; $30,500,000
in second lien debt arising under a Prepetition Second Lien Credit
Agreement with The Bank of New York Mellon, in its capacity as
administrative agent and collateral agent; and $39,523,141 owed to
certain capital lessors who are secured by liens over certain of
the Debtors' capital assets.

At the Jan. 5 hearing, the Court also obtained permission to file
under seal two letters setting forth fees and other costs
associated with their proposed debtor in possession financing
facility.  Public disclosure of the confidential and proprietary
information in the Fee Letters has the potential to harm the
proposed post-petition lenders' business and impair their ability
to syndicate such facilities in the future.  It is essential that
the proposed post-petition lenders' highly-sophisticated and
proprietary methodology for calculating the fees remain
confidential.  Public dissemination of this information would
compromise the Debtors' ability to obtain post-petition financing
because the confidentiality of the Fee Letters is required by the
proposed post-petition lenders.  The Debtors will provide
unredacted copies of the Fee Letters to counsel for any statutory
committee(s) appointed in these Chapter 11 Cases and the United
States Trustee, provided each of these parties sign a
confidentiality agreement reasonably acceptable to the Debtors.

Coach America may elect that the DIP Loans comprising each
borrowing bear interest at a rate per annum equal to: (A) 5.00%
plus the highest of (i) the rate of interest publicly announced by
JPMorgan Chase Bank, N.A. as its prime rate in effect at its
principal office in New York City, (ii) the federal funds
effective rate then in effect plus 0.50% and (iii) the Adjusted
LIBO Rate applicable for a one-month interest period plus 1.00% or
(B) 6.00% plus the greater of (i) 1.50% and (ii) the rate at which
eurodollar deposits in the London interbank market for one month
are quoted on the applicable Reuters screen, as adjusted for
statutory reserve requirement for eurocurrency liabilities.

The DIP facility matures on the earliest to occur of (a) the nine-
month anniversary of the Effective Date (b) the acceleration of
the Revolving Loans and the termination of the Revolving
Commitments (c) the day that is 30 days after the entry of the
Interim Order if the Final Order has not been entered by the
Bankruptcy Court prior to the expiration of such 30-day period and
(d) the earlier to occur of (i) a sale of all or substantially all
of the Borrower's assets or (ii) the substantial consummation of
one or more Reorganization Plans pursuant to an order entered by
the Bankruptcy Court.

                        About Coach America

Coach America -- http://www.coachamerica.com/-- is the largest
tour and charter bus operator and the second largest motorcoach
service provider in the U.S.  Coach America operates the second
largest fleet in the U.S. with over 3,000 vehicles, including over
1,600 motorcoaches, primarily under the Coach America, American
Coach Lines and Gray Line brands.  Coach America employs
approximately 6,000 people.

Coach America Holdings Inc. and its U.S.-based subsidiaries filed
to reorganize under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
D. Del. Lead Case No. 12-10010) on Jan. 3, 2011.  Judge Kevin
Gross presides over the case.  Coach America's investment banker
is Rothschild Inc., legal counsel are Lowenstein Sandler PC and
Polsinelli Shughart, and financial advisor is Alvarez & Marsal
North America LLC.  BMC Group Inc. serves as the Debtors' notice,
claims and balloting agent.

Coach America disclosed $274 million in assets and $402 million in
liabilities as of Nov. 30, 2011.

JPMorgan may be reached at:

         Douglas A. Kravitz
         JPMORGAN CHASE BANK, N.A.
         383 Madison Avenue, 23rd Floor
         New York, NY 10179
         Telecopy: (212) 622-4556
         Telephone: (212) 270-1262
         E-mail: douglas.a.kravitz@jpmorgan.com

              - and -

         Cynthia Freeman
         JPMORGAN CHASE BANK, N.A.
         1111 Fannin, 10th Floor
         Houston, TX 77002
         Telecopy: (713) 750-2892
         Telephone: (713) 750-2353
         E-mail: cynthia.freeman@jpmorgan.com

              - and -

         Patrick C. Moriarty
         J.P. MORGAN SECURITIES LLC
         383 Madison Avenue, 23rd Floor
         New York, NY 10179
         Telecopy: (212) 270-3872
         Telephone: (212) 270-7030
         E-mail: patrick.c.moriarty@jpmorgan.com

Attorneys for the Prepetition First Lien Agent and DIP Agent are:

          Brian M. Resnick, Esq.
          DAVIS POLK & WARDWELL LLP
          450 Lexington Avenue
          New York, NY 10017
          Tel: 212-450-4213
          Fax: 212-701-5213
          E-mail: brian.resnick@davispolk.com

               - and -

          Mark D. Collins, Esq.
          RICHARDS, LAYTON & FINGER, P.A.
          One Rodney Square, 920 North King Street
          Wilmington, DE 19801
          Tel: 302-651-7531
          Fax: 302-498-7531
          E-mail: collins@rlf.com

The Debtors are represented by:

          LOWENSTEIN SANDLER PC
          Sharon Levine, Esq.
          S. Jason Teele, Esq.
          Nicole Stefanelli, Esq.
          65 Livingston Avenue
          Roseland, NJ 07068
          Telephone: (973) 597-2500
          Facsimile: (973) 597-2400
          E-mail: slevine@lowenstein.com
                  steele@lowenstein.com
                  nstefanelli@lowenstein.com

               - and -

          POLSINELLI SHUGHART
          Christopher A. Ward, Esq.
          Justin K. Edelson, Esq.
          Jarrett K. Vine, Esq.
          222 Delaware Avenue, Suite 1101
          Wilmington, DE 19801
          Telephone: (302) 252-0920
          Facsimile: (302) 252-0921
          E-mail: cward@polsinelli.com
                  jedelson@polsinelli.com
                  jvine@polsinelli.com

Alvarez & Marsal may be reached at:

         Brian E. Cejka, CPA, CIRA
         Managing Director
         ALVAREZ & MARSAL
         2100 Ross Ave Fl 21
         Dallas, TX 75201-2739
         Tel: (214) 438-8446
         Fax: (877) 471-1414
         E-mail: bcejka@alvarezandmarsal.com


COACH AMERICA: Wants Schedules Filing Deadline Stretched
--------------------------------------------------------
Coach America seeks an extension of 60 days following the
bankruptcy filing date of the Debtors' deadline to file their
respective schedules of assets and liabilities and statements of
financial affairs.  The Debtors said their request is without
prejudice to their right to seek further extensions of the
deadline.

F.R.B.P. Rules 1007(b) and (c) require a chapter 11 debtor to file
with its voluntary petition -- or within 15 days thereafter -- its
Schedules and Statements.  Delaware Local Rule 1007-1(b)
automatically extends this 15-day deadline for an additional 15
days if a debtor has more than 200 creditors and if the petition
is accompanied by a list of all such creditors and their
addresses.  F.R.B.P. Rule 1007(c) provides a bankruptcy court with
the ability to extend a debtor's time to file its schedules and
statements "for cause."

The Debtors said completing the Schedules and Statements requires
them to collect, review and assemble a substantial amount of
information.  The Debtors noted that their business is a large and
complex enterprise, with potentially thousands of creditors and
other parties in interest.  While they maintain extensive books
and records and a sophisticated computerized accounting
System, and management and employees and outside legal and
financial advisors have been working diligently to compile the
information necessary to complete the Schedules and Statements,
due to the size and complexity of the Chapter 11 Cases, and the
fact that the Debtors have operations throughout the United
States, the Debtors said cause exits for the Court to grant the
requested extension.

A hearing on the Debtors' request is set for Jan. 27, 2012, at
9:30 a.m.

                        About Coach America

Coach America -- http://www.coachamerica.com/-- is the largest
tour and charter bus operator and the second largest motorcoach
service provider in the U.S.  Coach America operates the second
largest fleet in the U.S. with over 3,000 vehicles, including over
1,600 motorcoaches, primarily under the Coach America, American
Coach Lines and Gray Line brands.  Coach America employs
6,000 people.

Coach America Holdings Inc. and its U.S.-based subsidiaries filed
to reorganize under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
D. Del. Lead Case No. 12-10010) on Jan. 3, 2011.  Judge Kevin
Gross presides over the case.  Coach America's investment banker
is Rothschild Inc., legal counsel are Lowenstein Sandler PC and
Polsinelli Shughart, and its financial advisor is Alvarez & Marsal
North America LLC.  BMC Group Inc. serves as the Debtors' notice,
claims and balloting agent.

Coach America disclosed $274 million in assets and $402 million in
liabilities as of Nov. 30, 2011.  Liabilities include $318.7
million owing on first-lien debt with JPMorgan Chase Bank NA as
agent.  Second-lien debt, with Bank of New York Mellon Corp. as
agent, is $30.5 million.

In connection with the filing, Coach America has obtained a
commitment for $30 million of debtor-in-possession financing from
a steering committee of its existing senior lenders.  The loan was
arranged by JPMorgan Securities LLC.  JPMorgan Chase Bank N.A. is
the DIP agent.

Attorneys for JPMorgan, as Prepetition First Lien Agent and DIP
Agent, are Brian M. Resnick, Esq., at Davis Polk & Wardwell LLP;
and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.


COACH AMERICA: Sec. 341 Creditors' Meeting Set for Feb. 8
---------------------------------------------------------
The United States Trustee for Region 3 will convene a Meeting of
Creditors of Coach America pursuant to Sec. 341(a) of the
Bankruptcy Code on Feb. 8, 2012 at 1:00 p.m. Eastern Time.  The
meeting will take place at J Caleb Boggs Federal Building, 844
King Street, 5th Floor, Rm. 5209, in Wilmington, Delaware.

                        About Coach America

Coach America -- http://www.coachamerica.com/-- is the largest
tour and charter bus operator and the second largest motorcoach
service provider in the U.S.  Coach America operates the second
largest fleet in the U.S. with over 3,000 vehicles, including over
1,600 motorcoaches, primarily under the Coach America, American
Coach Lines and Gray Line brands.  Coach America employs
approximately 6,000 people.

Coach America Holdings Inc. and its U.S.-based subsidiaries filed
to reorganize under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
D. Del. Lead Case No. 12-10010) on Jan. 3, 2011.  Judge Kevin
Gross presides over the case.  Coach America's investment banker
is Rothschild Inc., legal counsel are Lowenstein Sandler PC and
Polsinelli Shughart, and its financial advisor is Alvarez & Marsal
North America LLC.  BMC Group Inc. serves as the Debtors' notice,
claims and balloting agent.

Coach America disclosed $274 million in assets and $402 million in
liabilities as of Nov. 30, 2011.  Liabilities include $318.7
million owing on first-lien debt with JPMorgan Chase Bank NA as
agent.  Second-lien debt, with Bank of New York Mellon Corp. as
agent, is $30.5 million.

In connection with the filing, Coach America has obtained a
commitment for $30 million of debtor-in-possession financing from
a steering committee of its existing senior lenders.  The loan was
arranged by JPMorgan Securities LLC.  JPMorgan Chase Bank N.A. is
the DIP agent.

Attorneys for JPMorgan, as Prepetition First Lien Agent and DIP
Agent, are Brian M. Resnick, Esq., at Davis Polk & Wardwell LLP;
and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.


COACH AMERICA: Hires BMC Group as Claims and Balloting Agent
------------------------------------------------------------
Coach Am Group Holdings Corp. and its debtor-affiliates won
Bankruptcy Court authority to employ BMC Group Inc. their notice,
claims and balloting agent.

The Debtors have roughly 10,000 creditors, potential creditors and
parties-in-interest to which certain notices, including notice of
these Chapter 11 Cases, will be sent.  The Debtors said the size
of their creditor body makes it impracticable for the Office of
the Bankruptcy Court Clerk or the Debtors to, without assistance,
undertake the task of sending notices to creditors and other
parties-in-interest.

The Debtors and BMC have entered into a retention agreement that
replaces a prior agreement, dated Dec. 20, 2011.  The Retention
Agreement differs from the original agreement insofar as it
provides for BMC to provide, among the other services listed
therein, information management solutions, including a call center
and website, which was not provided for in the original agreement.

Prior to the Petition Date, the Debtors paid BMC a total of
$10,000 as retainer.  Pursuant to the Retention Agreement, the
Debtors have agreed to certain limitations of liability and
indemnification obligations.

Tinamarie Feil, the President of Client Services of BMC Group,
attests that the firm (a) is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code, except that BMC
was employed by the Debtors prior to the Petition Date as allowed
by Section 1107(b) of the Bankruptcy Code, and (b) does not hold
or represent an interest adverse to the Debtors' estates.

The claims agent may be reached at:

          Tinamarie Feil
          BMC GROUP, INC.
          600 1st Avenue Suite 300
          Seattle, WA 98104
          Tel: 206-516-3300
          Fax: 206-516-3304
          E-mail: tfeil@bmcgroup.com

                         About Coach America

Coach America -- http://www.coachamerica.com/-- is the largest
tour and charter bus operator and the second largest motorcoach
service provider in the U.S.  Coach America operates the second
largest fleet in the U.S. with over 3,000 vehicles, including over
1,600 motorcoaches, primarily under the Coach America, American
Coach Lines and Gray Line brands.  Coach America employs
approximately 6,000 people.

Coach America Holdings Inc. and its U.S.-based subsidiaries filed
to reorganize under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
D. Del. Lead Case No. 12-10010) on Jan. 3, 2011.  Judge Kevin
Gross presides over the case.  Coach America's investment banker
is Rothschild Inc., legal counsel are Lowenstein Sandler PC and
Polsinelli Shughart, and its financial advisor is Alvarez & Marsal
North America LLC.  BMC Group Inc. serves as the Debtors' notice,
claims and balloting agent.

Coach America disclosed $274 million in assets and $402 million in
liabilities as of Nov. 30, 2011.  Liabilities include
$318.7 million owing on first-lien debt with JPMorgan Chase Bank
NA as agent.  Second-lien debt, with Bank of New York Mellon Corp.
as agent, is $30.5 million.

In connection with the filing, Coach America has obtained a
commitment for $30 million of debtor-in-possession financing from
a steering committee of its existing senior lenders.  The loan was
arranged by JPMorgan Securities LLC.  JPMorgan Chase Bank N.A. is
the DIP agent.

Attorneys for JPMorgan, as Prepetition First Lien Agent and DIP
Agent, are Brian M. Resnick, Esq., at Davis Polk & Wardwell LLP;
and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.


COUNTRYWIDE FINANCIAL: MBIA Wins Key Ruling in Mortgage Suit
------------------------------------------------------------
American Bankruptcy Institute reports that a judge in New York
state court delivered a ruling in favor of mortgage-bond insurers
in a case over Countrywide Financial had insured by MBIA Inc.

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

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


COX SCHEPP: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------
Kerry Singe at the Charlotte (N.C.) Observer reports that Cox
Schepp Inc. filed on Jan. 5, 2012, for Chapter 11 bankruptcy
protection, after a "perfect storm" of subcontractor failures,
client foreclosures and unpaid jobs left it no choice.

According to the report one of the area's largest contractors, Cox
Schepp said in court filings it owed $9.2 million on assets of
$7.8 million.  It lists unsecured claims of $9.1 million from 706
creditors.  The company expects that funds will be available for
distribution to unsecured creditors, according to the petition.

The report says the company had a loss of $1.7 million in 2011
and a loss of more than $6 million in 2010, according to court
filings.  The company reported a profit of $4.7 million in 2009.

The report adds that the contractor suffered along with the rest
of the real estate industry as commercial development slowed to a
standstill during and after the recession.

The company was hurt when the credit markets dried up in 2008,
restricting financing.  Subcontractors also started to go out
of business mid-job, requiring Cox Schepp to hire more costly
replacements, Schepp said.  Some projects went into foreclosure
and other customers defaulted on payments, the report relates.

The report says Cox Schepp's 20 largest unsecured creditors
include subcontractors in the southeast and Florida.  The largest
unsecured creditor is Charlotte-based Crescent Resources, which is
owed more than $357,000 and emerged from bankruptcy protection
itself in 2010.  The second-largest unsecured creditor is BAE
Systems Southeast Shipyard of Jacksonville, Fla., which is owed
more than $305,000.

Founded in 2001, Cox Schepp has been involved in some notable
projects, including Ballantyne Corporate Park, which has been on a
construction spree, the new apartment complex 1225 South Church
and the Charlotte Trolley Museum in South End.


CRAWFORD FURNITURE: Lays Off 84 Employees, Closes Plant Facility
----------------------------------------------------------------
Dennis Phillips at the Post-Journal reports that Crawford
Furniture said it is laying off 84 employees.

The report, citing report from state Labor Department, Crawford
Furniture amended its worker adjustment and re-training
notification Jan. 3, 2012, and closed the Jamestown, N.Y.,
manufacturing plant Dec. 31, 2011.

According to the report, in November 2011, the company had filed
its original notification with the state that the plant would be
closing in February for two weeks as part of the company's
bankruptcy restructuring plan.  Brett Cappa, Crawford Furniture
management team official, said in November through a news release
that the plant would close Feb. 9, 2012, and a decision would be
made during that time whether shutting down the business would be
temporary or permanent.

The report says the reason given for the plant closing is the
economy.

                    About Crawford Furniture

Crawford Furniture Manufacturing Corp., of Jamestown, New York --
http://www.crawfordfurniture.com/-- was a leading manufacturer
for more than 120 years of quality 100% solid wood furniture.
Manufacturing was started in 1883 by two Swedish craftsmen and was
originally known as the Swedish Furniture Manufacturing
Corporation.  Manufacturing specializes in the manufacture of
bedroom and dining room furniture from solid wood, specifically
ash, cherry, maple and oak, that is purchased within a 150-mile
radius of its factory in Jamestown.

Crawford Furniture Retail Outlet Inc. has operated five retail
stores in western New York since 2004.  Retail also operated a
warehouse/delivery depot at Benderson Development Park, in
Cheektowaga, New York.

Crawford Furniture Manufacturing filed for Chapter 11 bankruptcy
(Bankr. W.D.N.Y. Lead Case No. 11-12945) on Aug. 25, 2011.
Camille W. Hill, Esq., at Bond, Schoeneck & King, PLLC, serves as
the Debtors' counsel.   The Debtor disclosed $8,588,970 in assets
and $1,541,201 in liabilities.  Retail filed a separate Chapter 11
petition on the same day.  The cases are jointly administered.

The U.S. Trustee appointed an official committee of unsecured
creditors in the case.


DAIRY PRODUCTION: Court Confirms AFS Reorganization Plan
--------------------------------------------------------
American Bankruptcy Institute reports that bankruptcy Judge James
D. Walker Jr. has confirmed the reorganization plan proposed by
Agricultural Funding Solutions Inc. for Dairy Production Systems-
Georgia LLC.

As reported in the Troubled Company Reporter on Dec. 1, 2011,
Judge Walker approved the disclosure statement in support of a
Plan of Reorganization dated Nov. 6, 2011, filed by Agricultural
Funding Solutions LLC on behalf of the Chapter 11 cases of Dairy
Production Systems - Georgia LLC, Dairy Production Systems -
Mississippi, LLC, and Heifer Haven, LLC.

The Plan provides for:

     a. the transfer of substantially all of the assets of each of
        the Debtors to various acquiring entities (DairyCo), which
        will be 100% owned by AFS or its designee(s), free and
        clear of all Claims, liens, charges, encumbrances and
        interests except as otherwise specifically provided in the
        Plan;

     b. a settlement with AFS of the AFS Causes of Action in
        exchange for funding of the Plan;

     c. funding by AFS or DairyCo of up to $2.5 million to pay
        Allowed Administrative Expense Claims, Allowed Fee Claims,
        and Allowed Priority Tax Claims;

     d. funding by AFS or DairyCo of $1,000,000 to the Liquidation
        Trust; and

     e. establishment and implementation of a Liquidation Trust
        for the purposes of (i) evaluating, prosecuting and
        resolving all Disputed Priority Non-Tax Claims, Disputed
        Other Secured Claims, Disputed Unsecured Claims and
        Disputed Convenience Class Claims against the Debtors'
        Estates; (ii) prosecution of Causes of Action and the
        Bankruptcy Causes of Action, to the extent not settled or
        resolved prior to the Effective Date of the Plan; (iii)
        holding and liquidating any Liquidation Trust Assets; and
        (iv) the making of distributions under the Plan.

The Plan is expected to become effective within 30 days after
entry of the Confirmation Order, upon satisfaction of certain
conditions.

The classification of claims and interests under the plan are:

     A. Unclassified Claims (Administrative Expense Claims, Fee
        Claims and Priority Tax Claims) will receive cash equal to
        the amount of the claim paid by the Proponent or DairyCo
        subject to the Direct Payment Cap; or (b) other treatment
        as to which the Proponent or DairyCo and the holder of the
        allowed claim agreed upon in writing.  Administrative
        expense claims total $2,216,956 while fee claims total
        $957,775.

     B. Class 1 (Priority Non-Tax Claims) will receive cash equal
        to the amount of the Allowed Priority Non-Tax Claim paid
        by the liquidation trust from the liquidation trust
        assets; or (b) other treatment which the Proponent,
        DairyCo, the Liquidation Trustee and the holder of the
        allowed priority non-tax claim agreed upon in writing.

     C. Class 2 (AFS Secured Claim) will receive their pro rata
        share of (a) the DairyCo Equity Interests and (b) the
        DairyCo Notes.  AFS claims total $77,168,958.

     D. Class 3A (Allowed Other Secured Claim) will receive (a)
        one of the treatments specified in Section 1124 of the
        Bankruptcy Code; or (b) other treatment which the
        Proponent, DairyCo, the Liquidation Trustee and the Holder
        of the Allowed Other Secured Claim agreed upon in writing.

     E. Class 3B (Allowed Setoff Claims) will receive payment in
        full, in cash, from DairyCo or the Proponent, in an amount
        equal to the Allowed amount of the Allowed Setoff Claim in
        60 equal monthly installments, together with interest at
        the rate of the prime rate plus one percent per annum.
        Class 3B is estimated to total $326,955.03.

     F. Class 4 (Allowed Unsecured Claims) will receive their pro
        rata share of the liquidation trust proceeds.  Upon the
        Effective Date of the Plan, the Holders of the allowed AFS
        deficiency claims, which are included in this Class 4,
        will be deemed to have waived any and all rights to
        distributions on account of their respective allowed
        unsecured claims only with respect to the Liquidation
        Trust Contribution, and they otherwise will be entitled to
        receive their Pro Rata Share of the Liquidation Trust
        Proceeds.  Allowed unsecured total $53,480,760.

     G. Class 5 (Allowed Convenience Class Claims) will receive
        100% of their allowed convenience class claim, which will
        be paid from the Liquidation Trust Contribution.  Class 5
        claims total $59,646.

     H. Class 6 (Equity Interests) will be extinguished on the
        Effective Date.

A copy of the Disclosure Statement is available at:

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

                        Two Competing Plans

As reported in the Oct. 11, 2011, edition of the Troubled Company
Reporter, two competing plans for the Debtors have been proposed:
AFS's plan and the plan filed by the Official Committee of
Unsecured Creditors on Sept. 20, 2011.

The Committee Plan provides that the Dairies will continue
operations, and payments to Allowed Claims in the case will be
made out of the operating revenues of the Reorganized Debtors
pursuant to the terms of the Committee Plan.  The Committee Plan
provides that the Trustee will liquidate Heifer Haven following
confirmation and use the proceeds to purchase producing cows on
the market, with the replacements to remain subject to any lien of
AFS.  The Committee Plan provides that the trustee will manage the
Dairies' assets during the Participation Period.

Full-text copies of the Committee's Competing Plan is available
for free at:

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

                     About Dairy Production

Baconton, Georgia-based Dairy Production Systems - Georgia LLC,
dba Dairy Production Systems, was formed in November of 2008 and
owns the operating assets acquired from Aurora Dairy - Georgia,
LLC, exclusive of the real property owned by Aurora-Georgia.  DPS
Georgia owns approximately 3,490 head of cattle, along with
equipment and dairy improvements located on a 1,065-acre farm
leased from Aurora-Georgia.

DPS Georgia filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Ga. Case No. 10-11752) on Oct. 7, 2010.  Neil C. Gordon,
Esq., Sean C. Kulka, Esq., and Zachary D. Wilson, Esq., at Arnall
Golden Gregory LLP, in Atlanta, Ga., serve as the Debtor's
bankruptcy counsel.  Morgan Joseph TriArtisan LLC serves as their
financial advisor and investment banker. DPS Georgia disclosed
assets of $6,178,324 and debts of $19,182,907 as of the Petition
Date.

Affiliates Dairy Production Systems - Mississippi, LLC (Bankr.
M.D. Ga. Case No. 10-11755), Dairy Production Systems, LLC (Bankr.
M.D. Ga. Case No. 10-11754), Heifer Haven, LLC (Bankr. M.D. Ga.
Case No. 10-11757), and New Frontier Dairy, LLC (Bankr. M.D. Ga.
Case No. 10-11756), filed separate Chapter 11 petitions.  Dairy
Production Systems, LLC, estimated its assets and debts at
$10 million to $50 million at the Petition Date.  The cases were
jointly administered, with Dairy Production Systems - Georgia as
lead case.

Ward Stone, Jr., and David L. Bury, Jr., at Stone & Baxter, LLP,
in Macon, Ga., serve as the official committee of unsecured
creditors' bankruptcy counsel.


DEE ALLEN: Creditors Want Court to Deem Debt as Nondischargeable
----------------------------------------------------------------
Jody Rawlings and Gennifer Rawlings, creditors in the Chapter 11
cases of Dee Allen Randall, et al., ask the U.S. Bankruptcy Court
for the District of Utah to:

   A. enter an order denying the Debtors discharge for the several
   reasons and that the Plaintiffs' claims against the Debtors be
   declared to be nondischargeable debts, in an amount to be
   determined at trial, but not less than $145,184;

   B. direct the Debtors to pay for attorney fees and costs as
   provided by law;

   C. find that the Debtors are each jointly and severally liable
   for Plaintiffs claim.

The Plaintiffs object to the discharge of the Debtors.  They
relate that their attorney has investigated the actions of the
Debtors and found proper grounds exist for denial of the discharge
of the Debtors.

According to the Plaintiffs, that they were rushed through the
signing of the investment documents, and the Plaintiffs did not
receive promissory notes at the time of the transfer of funds.

The Plaintiffs add that contrary to the representations as to what
the money would be used for Debtor Dee Randall used the funds for
his own personal purposes, including paying off earlier loans to
Debtor Dee Randall and his other entities.

The Plaintiffs are represented by:

         Hal Armstrong, Esq.
         JLJ LAW GROUP, PLLC
         124 South 400 East, Suite 410
         Salt Lake City, UT 84111
         Tel: (801) 883-8204
         Fax: 801-990-9033

                  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: Evercore Compensation Structure Challenged
-----------------------------------------------------------
The Bankruptcy Court will hold a hearing today, Jan. 11, on the
request of Delta Petroleum Corp. for authority to employ Evercore
Group L.L.C. as financial advisor and investment banker.

Whitebox Advisors LLC, the agent to the Debtors' DIP Lenders, and
Macquarie Capital (USA) Inc., had filed limited objections to the
Debtors' request.  Whitebox, however, withdrew the objection days
later.

Since December 2009, Evercore has worked closely with the Debtors'
management, creditors and other professionals and advisors in
exploring various strategic, financial and restructuring
alternatives and otherwise assisting preparing for the
commencement of the Chapter 11 Cases.

Delta Petroleum proposes to pay Evercore in cash according to this
fee structure:

     (a) A $150,000 non-refundable retainer, which was paid in
         connection with the November 2011 version of the parties'
         Engagement Letter.

     (b) $100,000 monthly advisory fee payable on the first day of
         each month, commencing January 2012, until the earlier of
         the consummation of the Restructuring, Sale or the
         termination of Evercore's engagement.

     (c) If a Restructuring occurs, a Restructuring Fee, equal to
         0.80% of the aggregate outstanding amount of the
         Restructured Obligations that are subject of any
         Restructuring; provided, however, that, if the
         Restructured Obligations in a Restructuring include all
         obligations of the Debtors under and relating to its
         (1) Amended and Restated Senior Secured Debtor-in-
         Possession Credit Agreement, dated Dec. 21, 2011,
         (2) 3.75% Convertible Senior Notes due 2037 and
         (3) 7.00% Senior notes due 2015, the Restructuring Fee
         will be capped at $2,400,000, regardless of the amount
         of other Restructured Obligations subject to such
         Restructuring.

     (d) A Sale Fee, payable upon consummation of any Sale, equal
         to the greater of (a) $2,400,000 and (b) the sum of the
         product of (1) the Aggregate Consideration of a Sale and
         (2) 1.75% of the Aggregate Consideration up to $300
         million and 2.00% for the incremental Aggregate
         Consideration above $300 million.  For the avoidance of
         doubt, Aggregate Consideration of $325 million would
         equate to a total Sale Fee of $5,750,000.  If more than
         one Sale occurs, then the Aggregate Consideration of all
         such Sales shall be totalled in determining whether the
         Aggregate Consideration has exceeded $300 million.

         If the Debtors enter into a Transaction, Evercore and the
         Debtors acknowledge and agree that the Restructuring Fee
         and the Sale Fee will not be duplicated, and that only
         the greater of the two fees will be payable.

         If a Restructuring Fee is payable, and if any Sale Fees
         have previously been paid, such Sale Fees will be treated
         as partial payments of the Restructuring Fee.

The Debtor will also indemnify Evercore.

Stephen Hannan, Senior Managing Director at Evercore, attests that
Evercore is a "disinterested person" within the meaning of section
101(14) of the Bankruptcy Code, as required by section 327(a) of
the Bankruptcy Code, and holds no interest adverse to the Debtors
or their estates in connection with the matters for which Evercore
is to be retained by the Debtors.

Macquarie Capital (USA) filed a limited objection to preserve its
rights to collect on unpaid fees.  According to Macquarie, in
December 2010, it was engaged as financial advisor to the Debtors
under a letter agreement to assist the Debtors in pursuing certain
transactions including, without limitation, a financing,
restructuring or a sale of the Debtors' assets.  In general terms,
the Macquarie Letter Agreement provides that Macquarie is entitled
to transaction-based advisory fees depending upon the occurrence
of the transactions described therein.  Additionally, the
Macquarie Letter Agreement contains a provision that entitles
Macquarie to compensation if such transactions are consummated (or
agreed to) within 18 months of the termination thereof.  Macquarie
explained that these provisions -- commonly known as "tail"
provisions -- are "intended to ensure that professionals with
transaction-based compensation structures are not stripped of
their right to payment in just such a situation as [Evercore's
hiring]."

Macquarie said it does not object to the retention of Evercore or
its abilities to assist the Debtors in their sale or
reorganization -- other than with respect to one limited
provision.  The Application provides that the Restructuring Fee
and Sale Fee "shall not be duplicated" and the Evercore Engagement
Letter contains similar language.  While unclear, Macquarie said
it interprets the language prohibiting "duplicative" fees as
involving the quantum of fees to which Evercore may be entitled --
and not a limitation on Macquarie's contractual right to payment.

Counsel to Macquarie Capital (USA) Inc. are:

         Frederick B. Rosner, Esq.
         Julia B. Klein, Esq.
         THE ROSNER LAW GROUP LLC
         824 Market Street, Suite 810
         Wilmington, DE 19801
         Tel: (302) 777-1111
         E-mail: rosner@teamrosner.com
                 klein@teamrosner.com

              - and -

         Jorian Rose, Esq.
         BAKER & HOSTETLER LLP
         45 Rockefeller Plaza
         New York, NY 10111
         Tel: (212) 589-4681
         E-mail: jrose@bakerlaw.com

In its objection, Whitebox said it is concerned that the
compensation structure that the Debtors have proposed for Evercore
may not be appropriate in light of significant prepetition work
performed by both Evercore and Macquarie.  Whitebox suggests that
the Court postpone ruling on the request to provide all parties an
opportunity to discuss the reasonableness of the fee structure.

                       About Delta Petroleum

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

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

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


DELTA PRODUCE: Files for Bankruptcy, Sues H.E. Butt for Monopoly
----------------------------------------------------------------
Pamela Riemenschneider at The Packer reports that Delta Produce LP
and its affiliated company, Superior Tomato-Avocado Ltd., filed on
Jan. 3, 2011, for Chapter 11 bankruptcy in the U.S. Bankruptcy
Court in the Western District of Texas, listing both assets and
liabilities of about $8 million.

The report says the company expects to sell its assets, including
a fleet of long-haul trucks, to pay its creditors.

The report notes that, on the date of bankruptcy filing, Delta
Produce sued H.E. Butt Co. seeking $100 million in damages,
alleging monopoly coercion by a power buyer.  The complaint says
"H-E-B coerced Delta to enter into an ongoing illegal agreement or
series of agreements by which Delta was prohibited from selling
produce sold to H-E-B to H-E-B's competitors even though Delta had
more than enough capacity to serve H-E-B and other supermarkets."

The plaintiffs are Delta Produce LP and Atled Ltd., which is
listed as co-owner of the companies' 118,000-square-foot facility
in San Antonio.

Delta Produce sold avocados, tomatoes and watermelons to H-E-B.

The report says H-E-B strongly disagrees that it is to blame for
Delta's poor performance and will vigorously contest Delta's
lawsuit.  H-E-B said Delta Produce couldn't keep up with the
changing market.

The report says Randall Pulman of Pulman, Cappuccio, Pullen &
Benson LLP, represents Delta Produce.

The report notes as of early January, three companies filed claims
against Delta Produce and Superior Tomato-Avocado under the
Perishable Agricultural Commodities Act:

   -- Willson Davis Co., San Antonio, for invoices between Oct. 24
      and Dec. 23, 2011, totaling $481,058;

   -- Rio Bravo Produce Ltd. Co. LLC, Edinburg, Texas, for
      invoices between Oct. 24 and Dec. 27, 2011, totaling
      $71,191;

   -- Muller Trading Co. Inc., Libertyville, Ill., for a Dec. 16,
      2011, invoice for $24,573.

Delta Produce LP -- http://delta-produce.com/-- distributes
produce to all food service establishments within the DC
Metropolitan Area, servicing independent owners, multi-unit
operators, country clubs, franchises and hotels 24 hours a day, 6
days a week.


DELUXE ENTERTAINMENT: S&P Raises Corporate Credit Rating to 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Hollywood, Calif.-based media and entertainment services
company Deluxe Entertainment Services Group Inc. to 'B' from 'B-'.
"We also removed the ratings from CreditWatch, where they were
placed with developing implications on Dec. 2, 2011. The outlook
is stable," S&P said.

"At the same time, we assigned Deluxe Entertainment Services Group
Inc.'s $475 million senior secured term loan due 2017 our issue-
level rating of 'B+' (one notch above the corporate credit rating
on the company). We also assigned the term loan a recovery rating
of '2', indicating our expectation of substantial (70% to 90%)
recovery for debtholders in the event of a payment default. The
company used proceeds of the term loan to refinance its first- and
second-lien credit facilities," S&P said.

"We raised the corporate credit rating to 'B' from 'B-' because
the refinancing improved the company's liquidity by pushing out
near-term maturities," said Standard & Poor's credit analyst Tulip
Lim. "The 'B' corporate credit rating also reflects our
expectation that the company's financial risk profile will remain
'aggressive' (based on our criteria), given its still-high
leverage. In addition, it is owned by private-equity investors
that financed a special dividend from the company using debt. We
view Deluxe's business profile as 'vulnerable' (based on our
criteria) because of its exposure to the widespread adoption of
digital projection technology by motion picture exhibitors,
particularly in North America. We expect the company's film
processing and distribution business to continue to decline over
the next few years. However, we expect revenue to expand modestly
in 2012 because of solid growth in its creative services segment."

"We regard Deluxe's business profile as vulnerable because it
prints and distributes 35-millimeter films exhibited at movie
theaters, and theaters have been replacing film projectors with
digital projectors. We expect the rollout of digital projectors to
weaken Deluxe's film processing and distribution business over the
near-to-intermediate term. Deluxe's film processing and
distribution business is also vulnerable to fluctuations in the
number of films slated for release by the studios it services,"
S&P said.

"The rating outlook is stable, reflecting our expectation that
liquidity will be adequate for at least the next 12 months. We
could lower the rating if the company's cushion of compliance with
financial covenants declines below 20%. We could also consider
lowering the rating if it becomes apparent that the company may
not be able to cover its mandatory amortization payments. This
could occur if revenue were to decline by a mid-single-digit
percentage rate and if the company's EBITDA margin were to decline
by 50 basis points," S&P said.

"Although unlikely, we could raise the rating if the revenue mix
continues to shift away from film processing and distribution and
we become convinced that the company will produce sustainable
revenue and EBITDA growth, and EBITDA margin expansion, while
increasing its liquidity," S&P said.


DENNY'S CORP: Achieves 3rd Consecutive Quarter of Positive Sales
----------------------------------------------------------------
Denny's Corporation will be presenting at the 14th Annual ICR
XChange Conference at the Fontainebleau Miami Beach hotel on
Wednesday, Jan. 11, 2012.  Investors and interested parties may
access a copy of the presentation in the Investor Relations
section of Denny's Web site at ir.dennys.com.

The Company is providing preliminary results for the fourth
quarter and full year ended Dec. 28, 2011, on same-store sales and
unit openings.  In addition to achieving its third consecutive
quarter of positive franchise and company same-store sales,
Denny's company-owned restaurants achieved positive same-store
guest counts during the fourth quarter and full year.  In the
fourth quarter, Denny's franchisees opened 14 new units in
addition to closing six restaurants and purchasing 17 company
restaurants.  For the full year, Denny's opened 62 new units,
including 23 Flying J conversion units, five university units, and
three international units.  Denny's closed a total of 35 units
during 2011 for net system unit growth of 27 units, which is the
third consecutive year of positive net system growth for the
brand.

Denny's is reiterating its full-year 2011 guidance for Adjusted
EBITDA between $80 million and $83 million, and Adjusted Income
Before Taxes between $36 million and $39 million.  Denny's expects
to release financial and operating results for its fourth quarter
and year ended Dec. 28, 2011, after the market closes on
Wednesday, Feb. 15, 2012.

                     About Denny's Corporation

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- Denny's is one of America's
largest full-service family restaurant chains, consisting of 1,348
franchised and licensed units and 232 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

The Company's balance sheet at Sept. 28, 2011, showed
$280.63 million in total assets, $376.11 million in total
liabilities, and a $95.47 million total shareholders' deficit.

                           *     *     *

Denny's carries 'B2' corporate family and probability of default
ratings from Moody's Investors Service and a 'B+' corporate credit
rating from Standard & Poor's.


DOE MOUNTAIN: Withdraws Application to Employ Yukon Property
------------------------------------------------------------
Doe Mountain Investments, LLC, et al., notify the U.S. Bankruptcy
Court for the District of South Carolina that they had withdrawn
the application to employ Walter M. Hall, III and Yukon Property
Consultants, LLC.

The Debtors relate that the document is withdrawn due to lack of
information.

Doe Mountain Investments LLC of Greenville, South Carolina, filed
for Chapter 11 bankruptcy (Bankr. D.S.C. Lead Case No. 11-05275)
on Aug. 24, 2011.  Randy A. Skinner, Esq., at Skinner Law Firm,
LLC, serves as the Debtors' counsel.  Doe Mountain Investments
estimated assets at $10 million to $50 million and debts at
$1 million to $10 million.

Doe Mountain Investments' affiliate, Doe Mountain Development
Group, Inc., filed separate Chapter 11 petitions on the same day.
Doe Mountain Development posted assets of $22,001,249
and debts of $6,595,473.

The U.S. Trustee said that an official committee has not been
appointed in the bankruptcy case of the Debtors because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.  The
U.S. Trustee reserves the right to appoint such a committee should
interest developed among the creditors.


DRAKE ALHAMBRA: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Drake Alhambra, LLC
        4100 Redwood Road, #311
        Oakland, CA 94619

Bankruptcy Case No.: 12-40101

Chapter 11 Petition Date: January 5, 2012

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Roger L. Efremsky

Debtor's Counsel: Joan M. Chipser, Esq.
                  LAW OFFICES OF JOAN M. CHIPSER
                  1 Green Hills Court
                  Millbrae, CA 94030
                  Tel: (650) 697-1564
                  E-mail: joanchipser@sbcglobal.net

Scheduled Assets: $3,931,365

Scheduled Liabilities: $3,757,034

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/canb12-40101.pdf

The petition was signed by Steve Davis, managing member.


DUNE ENERGY: Highbridge Discloses 5.3% Equity Stake
---------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Highbridge International LLC and its affiliates
disclosed that, as of Dec. 22, 2011, they beneficially own
2,058,351 shares of common stock of Dune Energy, Inc.,
representing 5.33% of the shares outstanding.  A full-text copy of
the filing is available for free at http://is.gd/Zb5EaJ

                        About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

The Company reported a net loss of $75.53 million on
$64.18 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $59.13 million on $52.24 million of
revenue during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$271.17 million in total assets, $376.85 million in total
liabilities, $156.56 million in redeemable convertible preferred
stock, and a $262.24 million total stockholders' deficit.

                           *     *     *

As reported by the TCR on Dec. 27, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on Dune Energy Inc.
to 'SD' (selective default) from 'CC'.

"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."

In the Jan. 2, 2012, edition of the TCR, Moody's Investors Service
revised Dune Energy, Inc.'s Probability of Default Rating (PDR) to
Caa3/LD from Ca following the closing of the debt exchange offer
of the company's 10.5% secured notes.  Simultaneously, Moody's
upgraded the Corporate Family Rating (CFR) to Caa3 reflecting
Dune's less onerous post-exchange capital structure and affirmed
the Ca rating on the secured notes.  The revision of the PDR
reflects Moody's view that the exchange transaction constitutes a
distressed exchange.  Moody's will remove the LD (limited default)
designation in two days, change the PDR to Caa3, and withdraw all
ratings.


DUNE ENERGY: BlueMountain Capital Discloses 18.8% Equity Stake
--------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, BlueMountain Capital Management, LLC, and its
affiliates disclosed that, as of Dec. 22, 2011, they beneficially
own 7,256,106 shares of common stock of Dune Energy, Inc.,
representing 18.8% of the shares outstanding.  A full-text copy of
the filing is available for free at http://is.gd/NSSuIo

                       About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

The Company reported a net loss of $75.53 million on
$64.18 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $59.13 million on $52.24 million of
revenue during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$271.17 million in total assets, $376.85 million in total
liabilities, $156.56 million in redeemable convertible preferred
stock, and a $262.24 million total stockholders' deficit.

                           *     *     *

As reported by the TCR on Dec. 27, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on Dune Energy Inc.
to 'SD' (selective default) from 'CC'.

"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."

In the Jan. 2, 2012, edition of the TCR, Moody's Investors Service
revised Dune Energy, Inc.'s Probability of Default Rating (PDR) to
Caa3/LD from Ca following the closing of the debt exchange offer
of the company's 10.5% secured notes.  Simultaneously, Moody's
upgraded the Corporate Family Rating (CFR) to Caa3 reflecting
Dune's less onerous post-exchange capital structure and affirmed
the Ca rating on the secured notes.  The revision of the PDR
reflects Moody's view that the exchange transaction constitutes a
distressed exchange.  Moody's will remove the LD (limited default)
designation in two days, change the PDR to Caa3, and withdraw all
ratings.


ELEPHANT & CASTLE: Panel Wants Break-Up Fee Cut to Invite Bids
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Massachusetts Elephant & Castle Group, Inc., et al., asks
the U.S. Bankruptcy Court for the District of Massachusetts to
deny the Debtors' request to approve a break-up fee for the lead
bidder for their assets.

Pursuant to the sale motion, the Debtors sought authority for a
process to sell substantially all of their assets, with Original
Joe's buying the assets for $22,750,000, absent higher and better
offers.

By the sale motion, the Debtors also sought approval of a 2%
break-up fee and $250,000 expense reimbursement payable to
Original Joe's Acquisition Corp. in the event that the Debtors
close on a sale of their assets with a party other than Original
Joe's.  Based on a purchase price of $22,750,000, the combined
amount of the requested breakup fee and expense reimbursement is
approximately $705,000.

The Committee is concerned that approval of the break-up fee and
expense reimbursement will chill bidding.  In fact, the Committee
has been advised that David Dobbin, a potential competing bidder
(and insider of the Debtors), is unlikely to be a bidder if the
full amount of the break-up fee and expense reimbursement is
approved.

According to the Committee, the break-up fee:

   -- is not necessary to preserve the value of the Debtors'
   assets; and

   -- does not represent a reasonable exercise of the Debtors'
   business judgment.

            About Massachusetts Elephant & Castle Group

Boston-based Massachusetts Elephant & Castle Group and its
affiliates operates 21 British-style restaurant pubs
in the U.S. and Canada.  The chain, with 10 locations in the U.S.,
generated revenue of $47.5 million in 2010, throwing off
$3.9 million of earnings before interest, taxes, depreciation,
amortization, and foreign exchange gains or losses.

Elephant & Castle filed for Chapter 11 protection (Bankr. D. Mass.
Lead Case No. 11-16155) on June 28, 2011.  Bankruptcy Judge Henry
J. Boroff presides over the case.  Repechage Investments'
estimated assets and debts at $10 million to $50 million.  Other
Debtors' estimated assets and debts at $0 to $10 million.

Eckert Seamans Chein & Mellott, LLC, represent the Debtors as
counsel and BellMark Partners, LLC as financial advisor.  Epiq
Bankruptcy Solutions, LLC as claims, noticing and balloting agent.
Phoenix Management serves as the Company's Chief Restructuring
Advisor.

FTI Consulting, Inc., is the Official Committee of Unsecured
Creditors' financial advisors.  Goulston & Storrs, P.C., is the
Committee's counsel.


ELITE PHARMACEUTICALS: Completes Reincorporation Merger
-------------------------------------------------------
Elite Pharmaceuticals, Inc., or "Elite Delaware" consummated a
merger with Elite Pharmaceuticals, Inc., or "Elite Nevada", its
newly formed wholly-owned subsidiary, pursuant to the terms and
conditions of an Agreement and Plan of Merger.  As a result of the
Reincorporation, the legal domicile of Company is now Nevada.

As of the Effective Date, Elite Nevada, as the surviving
corporation in the Reincorporation, continues to operate the
business of Elite Delaware as it existed prior to the
Reincorporation.  Elite Delaware's stockholders, at  their Annual
Meeting held on Oct. 18, 2011, authorized the Company's Board of
Directors, in its discretion, to effect a change of domicile from
Delaware to Nevada.  On Jan. 5, 2012, the Board determined to
effect the Reincorporation.  Other than the change in the state of
incorporation, the Reincorporation did not result in any change in
the business, physical location, management, assets, liabilities
or obligations of Elite Delaware, nor did it result in any change
in location of Elite Delaware's employees, including Elite
Delaware's management.  Each director and officer of Elite
Delaware continues to hold his respective offices with Elite
Nevada.

The Reincorporation did not alter any stockholder's percentage
ownership interest or number of shares owned in Elite Delaware.
As of the Effective Date, each outstanding share of Elite Delaware
common stock and preferred stock automatically converted into an
outstanding share of Elite Nevada common stock and preferred
stock, respectively, and each outstanding option, warrant and
other right to acquire shares of Elite Delaware common stock
converted into an outstanding option, warrant or other right to
acquire shares of Elite Nevada common stock.  Stockholders are not
required to undertake any exchange of stock certificates, as
shares in Elite Delaware, are deemed to represent an equal number
of shares in Elite Nevada.  Furthermore, the Company's common
stock will continue to trade on the OTC BB.  As of the Effective
Date, each employee benefit plan, incentive compensation plan or
other similar plan of Elite Delaware converted into an employee
benefit plan, incentive compensation plan or other similar plan of
Elite Nevada.

In connection with the Reincorporation, as of the Effective Date,
for purposes of the Securities Exchange Act of 1934, as amended
(i) Elite Nevada automatically inherited the Exchange Act
reporting obligations of Elite Delaware, (ii) the common stock of
Elite Nevada is deemed registered under Section 12(b) of the
Exchange Act by operation of Exchange Act Rule 12g-3(a) and (iii)
Elite Nevada is deemed to be successor issuer to Elite Delaware.

As of the Effective Date, the rights of Elite Delaware's
stockholders are governed by the General Corporation Law of the
State of Nevada and the Articles of Incorporation and Bylaws of
Elite Nevada.  The Articles of Incorporation and Bylaws of Elite
Nevada include certain provisions which are required by the NGCL
and may alter the rights of stockholders and powers of management.

                    About Elite Pharmaceuticals

Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals.  The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.

Demetrius & Company, L.L.C., in Wayne, New Jersey, expressed
substantial doubt about Elite Pharmaceuticals' ability to continue
as a going concern.  The independent auditors noted that the
Company has experienced significant losses resulting in a working
capital deficiency and shareholders' deficit.

The Company reported a net loss of $13.6 million on $4.3 million
of revenues for the fiscal year ended March 31, 2011, compared
with a net loss of $8.1 million on $3.3 million of revenues for
the fiscal year ended March 31, 2010.

The Company reported a net loss attributable to common
shareholders of $16.81 million on $1.26 million of total revenues
for the six months ended Sept. 30, 2011, compared with a net loss
attributable to common shareholders of $2.90 million on $1.82
million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$10.83 million in total assets, $34.52 million in total
liabilities, and a $23.68 million total stockholders' deficit.


ENER1 INC: Boris Zingarevich Discloses 47.3% Equity Stake
---------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Boris Zingarevich and his affiliates
disclosed that, as of Dec. 23, 2011, they beneficially own
104,376,280 shares of common stock of Ener1, Inc., representing
47.3% of the shares outstanding.  As previously reported by the
TCR on Sept. 22, 2011, Mr. Zingarevich and his affiliates
disclosed beneficial ownership of 105,661,995 shares.  A full-text
copy of the amended Schedule 13D is available at:

                        http://is.gd/Yyc32h

                            About Ener1

Ener1 Inc. (OTCBB: ENEI) -- http://www.ener1.com/-- has three
business lines, which the company conducts through three operating
subsidiaries.  EnerDel, an 80.5% owned subsidiary, which is 19.5%
owned by Delphi, develops Li-ion batteries, battery packs and
components such as Li-ion battery electrodes and lithium
electronic controllers for lithium battery packs.  EnerFuel
develops fuel cell products and services.  NanoEner develops
technologies, materials and equipment for nanomanufacturing.

On Aug. 15, 2011, Ener1 disclosed that the Company's financial
statements for the year ended December 31, 2010 and for the
quarterly period ended March 31, 2011 should no longer be relied
upon and should be restated.  The determination was made following
an assessment of certain accounting matters related to the loans
receivable owed to Ener1 by Think Holdings and accounts receivable
owed to Ener1 by Think Global held by the Company, and the timing
of the recognition of the impairment charge related to the
Company's investment in Think Holdings originally recorded during
the quarter ended March 31, 2011.

Ener1 in September 2011 announced that it has entered into an
agreement to restructure its 8.25% Senior Amortizing Notes with
Goldman Sachs Asset Management, L.P., and other holders of the
Notes.  Ener1 also announced that its primary shareholder, BzinFin
S.A., has extended the maturity of its $15-million line of credit
from November 2011 to July 2013.

The Company and Bzinfin S.A., on Sept. 12, 2011, entered into an
amendment to the Line of Credit Agreement dated June 29, 2011.
Under the LOC Agreement, Bzinfin established a line of credit for
the Company in the aggregate principal amount of $15,000,000, of
which approximately $11,241,000 has been borrowed by the Company.
Under the terms of the Amendment, the maturity date for the
repayment of all advances under the LOC Agreement and all unpaid
accrued interest thereon was extended to July 2, 2013, and the
interest rate at which all outstanding advances will bear interest
from and after Sept. 12, 2011, was increased to 15% per year.


ENIVA USA: Plan Offers Unsec. Creditors 7.5% Recovery in 3 Years
----------------------------------------------------------------
Eniva USA, Inc., filed on Nov. 11, 2011, a disclosure statement
describing its Plan of Reorganization dated Nov. 10, 2011.

After confirmation of the Plan, the Debtor will continue to
operate its business in the ordinary course.  Payments required by
the Plan will be made from the cash flow generated by the
operation of the business and from a $350,000 post-confirmation
credit facility.

The $350,000 post-confirmation credit facility will be secured by
a lien in all assets of the Debtor subordinate to the lien of Home
Federal.  In order for the Debtor to confirm the Plan without the
post-confirmation credit facility, holders of Administrative
Claims must agree to payment terms or the Debtor must operate in
Chapter 11 until it generates the cash needed to pay
Administrative Claims on the Effective Date of the Plan.  The
Debtor will seek approval of the credit facility contemporaneous
with Plan confirmation.

On the Effective Date the Reorganized Debtor will issue 1,000 new
shares to Andrew Baechler and 1,000 new shares shares to Benjamin
Baechler.  Together Andrew and Benjamin Baechler will hold 100% of
the equity in the Reorganized Debtor.

The Plan segregates the various claims against and interests in
the Debtor into classes: Class 1 (Priority Non-Tax Claims), Class
2 (Home Federal Claim), Class 3 (Cisco Systems Claim), Class 4
(GreatAmerica Leasing Claim), Class 5 (No  rthland Claim), Class 6
(Chase Auto Finance Claim), Class 7 (Piney Bowes Claim), Class 8
(General Unsecured Claims, and Class 9 (Equity Interests).

All Class 9 equity interests in Debtor will be canceled and the
holders of Class 9 equity interests will receive nothing under the
Plan.

The Debtor estimates Allowed Class 8 general unsecured claims will
total approximately $6,500,000.  In full satisfaction of the Class
8 Claim, the Debtor will make distributions totaling $486,471
between the Effective Date and Dec. 31, 2014.  This amount
represents 7.5% of the total estimated amount of Class 8 claims.

Class 2 Home Federal, the Debtor's biggest secured creditor, owed
$371,868 as of the Petition Date, will continue to receive monthly
payments of principal and interest per the terms of the
prepetition loan documents.  The claim will be paid in full on or
before June 30, 2013.

A copy of the Disclosure Statement dated Nov. 11, 2011, is
available for free at:

           http://bankrupt.com/misc/enivausa.doc112.pdf

                    U.S. Trustee's Objection

Daniel M. McDermott, United States Trustee for Region 12, objects
to the adequacy of information in the Disclosure Statement and
Plan, citing:

   1. The Disclosure Statement and Plan fail to accurately
      disclose and provide for the repayment of substantial unpaid
      postpetition administrative expenses.  The failure to
      properly address such obligations appears to make the Plan
      unconfirmable.

   2. The Disclosure Statement and Plan fail to fully disclose the
      total amount of unpaid administrative expenses that must be
      paid at confirmation and also fail to identify all such
      creditors.

   3. The Disclosure Statement and Plan fail to identify the
      proposed lender, loan terms, and future repayment
      obligations for any "post-confirmation credit facility"
      needed to make the plan confirmable.

   4. The projections need to be corrected for accuracy.

   5. Since it appears that the proposed post-confirmation credit
      facility will not be adequate to cover all post petition
      administrative expense obligations in any event, the
      Disclosure Statement and Plan should state what the Debtor
      will do if the post-confirmation loan is not approved in an
      amount sufficient to pay administrative claims.

   6. The Disclosure Statement and Plan should state the precise
      amount of each periodic payment to be made to the Class 2
      Claim of Home Federal under the Plan, as well as other
      relevant terms of the obligation such as the interest rate
      and the amount due at the balloon on June 30, 2013.

   7. The Plan on page 2 in the definition of "Bi Annual
      Distributions" lists specific payments to be made to
      unsecured creditors.  Those payment amounts should be
      included in the Disclosure Statement and Plan in the section
      on treatment of unsecured creditors in Class 8 so that
      creditors can find it easily and see how much they are to be
      paid.

                          About Eniva USA

Headquartered in Plymouth, Minnesota, Eniva USA, Inc., fka Eniva,
Inc., in engaged in the business of development, production and
sale of nutritional supplements.  It is a wholly owned subsidiary
of Wellspring International, Inc.  It sells its products
throughout the U.S. through a network of approximately 25,000
active independent sales representatives, each under non-exclusive
membership contract with the Debtor.  It also sells its products
in Mexico, Puerto Rico, Bermuda, Canada and the U.K. through non-
Debtor affiliates owned by Wellspring.

Eniva USA filed for Chapter 11 bankruptcy protection (Bankr. D.
Minn. Case No. 11-41414) on March 1, 2011.  Michael F. McGrath,
Esq., and Will R. Tansey, Esq. -- mfmcgrath@rqavichmeyer.com and
wrtansey@ravichmeyer.com -- at Ravich Meyer Kirkman Mcgrath &
Nauman, serve as the bankruptcy counsel.  Leslie A. Anderson,
Ltd., is special counsel in connection with the appeal or
amendment of prior year sales tax returns.  GuideSource serves as
financial consultant.  The Debtor estimated its assets and debts
at $10 million to $50 million.

Habbo G. Fokkena, the U.S. Trustee for Region 12, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 cases.

Richard D. Anderson, Esq. -- randerson@briggs.com -- at Briggs and
Morgan, P.A., in Minneapolis, Minn., represents Home Federal
Savings and Loan as counsel.


ENIVA USA: Fannie Mae Objects to Nov. 16 Disclosure Statement
-------------------------------------------------------------
As reported in the TCR on Dec. 22, 2011, MRA Pelican Pointe
Apartments, LLC, filed a disclosure statement for its Second
Amended Chapter 11 Plan of Reorganization, dated as of Nov. 16,
2011.

Pursuant to the Plan terms, the Allowed Fannie Mae Secured Claim
in Class 1 (with an estimated allowed amount of $14,629,030) will
receive, on the Effective Date:

  i) retention of a lien equal to the total amount of the Allowed
     Fannie Mae Secured Claim;

ii) payment of the First New Value Payment of $970,000 on the
     Effective Date, which amount will be applied to the principal
     balance of the loan;

iii) payment of $360,000 from funds from the Debtor's operations
     held by the Receiver on the Effective Date, which amount
     will be applied to the principal balance of the loan;

iv) payment of the Settlement Funds in the amount of $30,000 on
     the Effective Date, which amount will be applied to the
     principal balance of the loan;

  v) beginning one month after the Effective Date, monthly
     payments, with an interest rate of 4%, or as otherwise
     determined by the Court, on the principal balance of the
     loan, amortized over thirty (30) years, for a period of seven
     (7) years, with a balloon payment at the end of the seventh
     year in an amount that provides Fannie Mae with the total
     amount of its Allowed Fannie Mae Secured Claim; provided
     that, for the first three (3) years, the monthly payments
     will constitute interest only, and for the remaining four (4)
     years, the monthly payments will constitute principal and
     interest, or repaid pursuant to other terms determined by the
     Court; and

vi) 15 days after the anniversary of the Effective Date, and each
     year thereafter until the total amount of the Allowed Fannie
     Mae Secured Claim has been paid, annual payments of any
     profit earned by the Debtor after the Debtor pays for
     operating expenses, reasonable capital expenditures, debt
     service, taxes, and any other obligation set forth in the
     Plan, which amount will be applied to the principal balance
     of the loan.

A copy of the Disclosure Statement for the Debtor's Second Amended
Plan of Reorganization is available for free at:

          http://bankrupt.com/misc/mrapelican.dkt171.pdf

Fannie Mae asks the Court to deny approval of the Disclosure
Statement for the Second Amended Plan of Reorganization, citing
that the disclosure statement contains:

   i. Inadequate Disclosure of Events Leading to Bankruptcy Filing

  ii. Inadequate Disclosure of Future Management of Debtor

iii. Inadequate Disclosure of Source of New Value Payments

  iv. Non-disclosure of Fannie Mae's Unsecured Claim

   v. Inadequate Disclosure of Condition of Property

  vi. Inadequate Disclosure of Propriety of Proposed Interest Rate
      on Fannie Mae's Class 1 Claim and Penalization of Fannie Mae
      for Initiating Adversary Proceeding

vii. Inadequate Disclosure that Based on Debtor's Own
      Projections, Operating Shortfalls Will Completely Use Up
      Second New Value Payment and Third New Value Payment Within
      12 Months After Confirmation

viii. Inadequate Disclosure of the Adversary Proceeding

  ix. Inadequate Disclosure of Release Provisions

A copy of Fannie Mae's objection is available for free at:

          http://bankrupt.com/misc/mrapelican.doc199.pdf

                         About MRA Pelican

MRA Pelican Pointe Apartments, LLC, owns an apartment complex
commonly known as Whispering Isles Apartments in Pompano Beach,
Florida.  As of the Petition Date, the mangers of the Debtor are
Aryeh Kieffer and Samuel Weiss.  As of the Petition Date, the
shareholders of the Debtor are as follows: (i) 1087 Flushing
Avenue Properties, Inc., who owns 38.99% of the Debtor, and (ii)
Samuel Weiss, who owns 61.01% of the Debtor.

Pre-bankruptcy, Fannie Mae initiated a foreclosure action against
the property  in the Circuit Court of the 17th Judicial Circuit in
and for Broward County, Florida.  At Fannie Mae's behest, Margaret
Smith of Glass Ratner Advisory & Capitol Group LLC was appointed
as receiver.  The receiver has administered and operated the
apartment complex since May 17, 2011.

MRA Pelican filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case
No. 11-32457) on Aug. 10, 2011.  Addison Advisors' Mr. Kieffer
signed the petition.  Bradley S. Shraiberg, Esq., and Bernice C.
Lee, Esq. at Shraiberg, Ferrara, & Landau P.A., in Boca Raton,
Fla., represent the Debtor in its restructuring efforts.  In its
amended schedules, the Debtor disclosed $13,226,852 in assets and
$14,809,364 in liabilities.

Fannie Mae is represented by Gary M. Freedman, Esq., and Mark S.
Roher, Esq., at Tabas, Freedman, Soloff, Miller & Brown, P.A.

The U.S. Trustee said that until further notice, an official
committee under 11 U.S.C. Sec. 1102 will not be appointed in the
bankruptcy case of MRA Pelican Pointe Apartments, LLC.  The U.S.
Trustee reserves the right to appoint such a committee should
interest developed among the creditors.


EPICEPT CORP: Extends Expiration of Series B Warrants to April 9
----------------------------------------------------------------
EpiCept Corporation reduced the exercise price and extended the
expiration date of the Company's outstanding Series B Common Stock
Purchase Warrants that were issued in a registered direct offering
that closed on June 30, 2010.  The Series B Warrants, which
originally would have expired at the close of business on Jan. 9,
2012, are exercisable for up to 6,136,363 shares of the Company's
common stock; the original exercise price was $1.64 per share.
The exercise price has been reduced to $0.20 per share, and the
expiration date has been extended to the close of business on the
earlier of (i) April 9, 2012, or (ii) a date selected by the
Company in its sole discretion, with respect to which date the
Company provides written notice to the warrant holder not less
than ten business days in advance.  Each holder of Series B
Warrants executed an Amendment to Series B Common Stock Purchase
Warrant to reduce the exercise price and extend the expiration
date.

                     About EpiCept Corporation

Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX
Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused
on the development and commercialization of pharmaceutical
products for the treatment of cancer and pain.  The Company's lead
product is Ceplene(R), approved in the European Union for the
remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission.  In the
United States, a pivotal trial is scheduled to commence in 2011.
The Company has two other oncology drug candidates currently in
clinical development that were discovered using in-house
technology and have been shown to act as vascular disruption
agents in a variety of solid tumors.  The Company's pain portfolio
includes EpiCept(TM) NP-1, a prescription topical analgesic cream
in late-stage clinical development designed to provide effective
long-term relief of pain associated with peripheral neuropathies.

The Company's recurring losses from operations and the Company's
stockholders' deficit raise substantial doubt about its ability to
continue as a going concern and, as a result, the Company's
independent registered public accounting firm, Deloitte & Touche
LLP, in Parsippany, New Jersey, included an explanatory paragraph
in its report on the Company's consolidated financial statements
for the year ended Dec. 31, 2010, which was included in our Annual
Report on Form 10-K, with respect to this uncertainty.

The Company also reported a net loss of $12.20 million on $737,000
of total revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $12.56 million on $703,000 of total
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $12.19
million in total assets, $26.44 million in total liabilities and a
$14.25 million total stockholders' deficit.


FILENE'S BASEMENT: Panel Taps Abacus as Liquidation Consultant
--------------------------------------------------------------
BankruptcyData.com reports that Filene's Basement's official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court a motion to retain Abacus Advisors Group (Contact: Alan
Cohen) as real estate and asset liquidation consultant at the
following hourly rates: managing director at $550 to 700,
executive manager at 400 to 500, associate at 300 to 375 and
clerical staff at 150 to 250.

                    About Filene's Basement and Syms

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
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent. In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.

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.


FTB&G LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: FTB&G, LLC, a California Limited Liability Company
        28544 Old Town Front St., Ste 302
        Temecula, CA 92590

Bankruptcy Case No.: 12-10269

Chapter 11 Petition Date: January 4, 2012

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Debtor's Counsel: Illyssa Fogel, Esq.
                  ILYSSA I. FOGEL & ASSOCIATES
                  P.O. Box 437
                  McDermitt, NV 89421
                  Tel: (775) 532-8088
                  E-mail: ifogel@iiflaw.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Robert L. Hemme, managing member.


GAC STORAGE: Seeks to Employ Bernstein Shur as Attorneys
--------------------------------------------------------
GAC Storage Lansing, LLC, seeks permission from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
Jay S. Geller, Esq., and the law firm of Bernstein, Shur, Sawyer &
Nelson, P.A., as its attorneys.

Bernstein Shur will:

   (a) give the Debtor legal advice with respect to its rights,
       powers, and duties as a debtor or debtor in possession in
       connection with the administration of its estate, operation
       of its business, and management of its property;

   (b) advise the Debtor with respect to asset dispositions,
       including sales, abandonments, and assumptions or
       rejections of executory contracts and unexpired leases, and
       to take such actions as may be necessary to effectuate
       those dispositions;

   (c) assist the Debtor in the negotiation, formulation, and
       drafting of a chapter 11 plan;

   (d) take actions as may be necessary with respect to claims
       that may be asserted against the Debtor and property of its
       estate;

   (e) prepare applications, motions, complaints, orders, and
       other legal documents as may be necessary in connection
       with the appropriate administration of the Case;

   (f) represent the Debtor with respect to inquiries and
       negotiations concerning creditors and property of its
       estate;

   (g) initiate, defend or otherwise participate on behalf of the
       Debtor in all proceedings before this Court or any other
       court of competent jurisdiction; and

   (h) perform any and all other legal services on behalf of the
       Debtor that may be required to aid in the proper
       administration of the Case.

The Debtor agrees to pay Bernstein Shur based on its standard
hourly rates which range from $275 to $490 for shareholders and
$175 - $250 for associates.  The Debtor will also reimburse the
firm for expenses it incurred in connection with its
representation.

Prior to the Petition Date, the Debtor transferred $50,000 to
Bernstein Shur as a prepayment for services to be rendered in
advance of and in connection with the Case.

To the best of the Debtor's knowledge, information and belief,
Bernstein Shur is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code as required by Section
327(a).

The firm can be reached at:

         Jay S. Geller, Esquire
         D. Sam Anderson, Esquire
         Halliday Moncure, Esquire
         BERNSTEIN, SHUR, SAWYER & NELSON, P.A.
         100 Middle Street P.O. Box 9729
         Portland, Maine 04104-5029
         Tel: (207) 774-1200
         Fax: (207) 774-1127

Based in Lansing, Illinois, GAC Storage Lansing, LLC, filed for
Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No. 11-40944) on
Oct. 7, 2011.  Robert M Fishman, Esq., at SHAW GUSSIS FISHMAN
GLANTZ WOLFSON, represents the Debtor.  It estimated $1 million to
$10 million in assets and debts.  The petition was signed by
Noam Schwartz, secretary and treasurer of EBM Mgmt Servs, Inc.,
manager of GAC Storage, LLC.


GETTY PETROLEUM: Accuses Landlords of Slacking on Cleanup Efforts
-----------------------------------------------------------------
Juan Carlos Rodriguez at Bankruptcy Law360 reports that battling
an effort by landlords to collect back rent, Getty Petroleum
Marketing Inc. fought back Tuesday, claiming the property owners
violated environmental protection clauses in a lease and aren't
entitled to the money.

In Getty's response to the landlords' motion seeking payment, the
company says it has no obligation to pay, citing a bankruptcy rule
that says a debtor doesn't have to pay post-petition rent when
"the landlord has engaged in some act which warrants reduction,
denial or deferral of payment," according to Law360.

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


GRANITE HILLS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Granite Hills Healthcare, Inc.
        9474 Chesapeake Drive, Suite 907
        San Diego, CA 92123

Bankruptcy Case No.: 12-00100

Chapter 11 Petition Date: January 5, 2012

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Peter W. Bowie

Debtor's Counsel: Richard L. Hutchinson, Esq.
                  7855 Ivanhoe Ave., Suite 455
                  La Jolla, CA 92037
                  Tel: (858) 459-4004

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/casb12-00100.pdf

The petition was signed by Gary D. Devoir, president.


GREENEDEN US: S&P Gives 'B' Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services assigned a preliminary 'B'
corporate credit rating for Genesys, also known as Greeneden U.S.
Holdings II LLC.

As reported in the Jan. 10, 2012 edition of the TCR, Moody's
Investors Service assigned ratings to the debt of the Genesys
group -- Corporate Family Rating (CFR) and Probability of
Default Rating (PDR) of B2, and a Ba3 rating to the senior secured
debt (expected to be $600 million). The debt will be issued by
three co-borrowers, including Greeneden U.S. Holdings II, LLC. The
rating outlook is stable. This is the first time Moody's has
assigned ratings to Genesys' debt.


HARRISBURG, PA: State Eyes $106MM Bond Sale for Building
--------------------------------------------------------
Kaitlin Ugolik at Bankruptcy Law360 reports that the Pennsylvania
Economic Development Financing Authority plans to sell $106.4
million in bonds to buy an office building in cash-strapped state
capital Harrisburg from the Dauphin County General Authority,
according to a preliminary official statement filed Friday.

Law360 relates that the transaction will transfer the ownership of
the 400,000-square-foot building, called Forum Place, from the
county to the state, alleviating some of the pressure on Dauphin
County to repay about $60 million in defaulted loans it borrowed
to buy the building in 1998.

                    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. 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., co-chair of the group.


HERCULES OFFSHORE: Ensco Discloses 2.1% Equity Stake
----------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Ensco plc and Pride International, Inc., disclosed
that, as of Dec. 29, 2011, they beneficially own 2,826,854 shares
of common stock of Hercules Offshore, Inc., representing 2.1% of
the shares outstanding.  A full-text copy of the filing is
available for free at http://is.gd/XjvFhr

                      About Hercules Offshore

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

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

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

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

                          *     *      *

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

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


HMSC CORP: S&P Affirms 'B-' Long-Term Counterparty Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on HMSC
Corp. to stable from negative. "At the same time, we affirmed our
'B-' long-term counterparty credit rating and first-lien senior
secured debt rating, and our 'CCC' second-lien senior secured debt
rating on HMSC Corp. The recovery rating on HMSC Corp.'s 'B-'
rated senior secured debt remains '3' (50%-70% recovery), and the
recovery rating on its 'CCC' rated secured debt remains '6' (0%-
10% recovery)," S&P said.

"We revised the outlook to stable because HMSC Corp. has met our
performance and debt-servicing expectations despite continued
challenging market condition and not being granted 'preferred
wholesaler' status with its largest customer, Aon Corp.," said
Standard & Poor's credit analyst Polina Chernyak.

"The company was able to retain most of its producers that have
revenue concentrations with Aon. Total revenue in the first nine
months of 2011 (including Cooper Gay operations) increased 14% to
$149 million from $131 million in the first nine months of 2010.
This improvement was primarily from acquisition-related earnings
from Cooper Gay, and somewhat moderated unfavorable insurance-rate
and exposure trends. We expect the company's operating performance
to continue to support the rating in 2012," S&P said.

"Although the company's expansion strategy has inherent risks, we
expect it to remain successful as it continues to deploy surplus
cash toward acquisitions in 2012. Furthermore, although the
company is somewhat more leveraged than most of its rated peers,
we expect it to continue to sustain its credit profile during the
next year through profitable organic and inorganic growth," S&P
said.

"The counterparty credit rating on HMSC Corp. reflects its limited
financial flexibility, which is a function of its highly leveraged
capital structure; pressure on organic revenue growth; and
profitability. Somewhat offsetting these weaknesses are HMSC
Corp.'s solid competitive position as a leading wholesale and
specialty insurance broker in the U.S., its seasoned management
team -- which has historically delivered strong operating margins
-- and positive cash flow," S&P said.

"We expect HMSC Corp.'s revenue growth to continue to improve
modestly (in the flat to low-single-digit range) in 2012. The
company's EBITDA margins should remain strong and supportive of
the rating at more than 20%; adjusted EBITDA fixed-charge coverage
should be at least 1.5x; and debt-to-last-12-months' adjusted
EBITDA ratio will likely remain around 10.6x, as the company
continues to pursue strategic initiatives that enhance its
operational efficiencies. As HMSC Corp. successfully executes its
business strategies and generates earnings from prospective
acquisitions, we expect it to generate healthy positive cash flows
from operations and maintain a cushion of unrestricted cash of at
least $10 million," S&P said.

"During the next 12 months, we could lower the ratings if the
company does not meet our performance expectations, is not
disciplined or successful in its acquisition strategy, or displays
more-aggressive financial management. The ratings could also come
under pressure if the company cannot retain its producers
(specifically those with revenue concentrations with Aon) and
improve its growth potential. On the other hand, if the company's
performance significantly exceeds our expectations and it is able
to improve its financial profile materially, we would consider
raising the rating. However, we do not expect this because of its
debt maturities in 2014," S&P said.


HOLLY GLOBAL: Bank Questions "Involuntary" Petition
---------------------------------------------------
Pacific International Bank questions the "involuntary" Chapter 11
commenced against Holly Global Investment, Inc., on Dec. 27, 2011.
The bank points out that the "involuntary" petition was filed by
Gregory Tift, who was the acting officer for the Debtor in the
prior Chapter 11 that was dismissed.  Mr. Tift also was the party
that directly failed to comply with the Court's order to provide a
cash collateral accounting in the prior case.

Pacific is asking the Bankruptcy Court for relief from the
automatic stay so it may pursue its rights with respect to the
Debtor's motel located at 9915 South Tacoma Way, in Lakewood,
Washington, called the Rainier Inn.

Pacific has two commercial loans secured against the real and
personal property of the Rainier Inn.  As of Nov. 22, 2011, the
motel had an appraised value of $1,950,000 and Pacific had a
secured claim against the property in excess of $2,279,222.  The
bank says there is no equity in the property for the estate and
the Debtor's loans with Pacific have been in default since October
2010.

Pacific notes the "involuntary" petition is the third instance the
Debtor is in bankruptcy.  Holly Global first filed a pro se
Chapter 11 petition (Bankr. W.D. Wash. Case No. 11-43954) May 16,
2011.  The case was dismissed for violations of bankruptcy court
orders, unauthorized use of cash collateral, and failure to file
financial information, including Monthly Operating Reports.  Holly
Global filed a second pro se voluntary Chapter 11 petition (Bankr.
W.D. Wash. Case No. 11-47381) on Sept. 16, 2011, which was
dismissed Nov. 29.  The "involuntary" petition was filed after the
King County Superior Court entered an Order Appointing General
Receiver over the Debtor on Dec. 21.

As a result of three serial filings, Pacific said it has been
repeatedly thwarted in state court remedies to collect, protect,
and preserve its collateral.

Mr. Tift, however, challenges the bank's allegations and objected
to the bank's request for stay relief.  Mr. Tift argues that he
Debtor should be given the opportunity to list the property for
sale.  He also says the realtors conservative market value of the
property is $2,300,000.

Mr. Tift said it is Pacific's ongoing reluctance to communicate
with the Debtor's legal counsel and Mr. Tift that has result in
the new bankruptcy filing.  He suggests that the Court may order
the parties to mediation.

Pacific is represented by Cynthia A. Kuno, Esq. --
ckuno@hansonbaker.com -- at Hanson Baker Ludlow Drumheller P.S.


HOSTESS BRANDS: Ch. 11 Filing Seen Wednesday, Union Talks Go On
---------------------------------------------------------------
The Wall Street Journal's Julie Jargon and Mike Spector report
that a person familiar with the matter said Hostess Brands Inc.'s
board of directors was deliberating Tuesday evening and preparing
to authorize a bankruptcy filing for as soon as Wednesday.

People familiar with the matter told the Journal that Hostess'
survival could depend on the outcome of negotiations with its two
main unions.

One source said Hostess plans to file court papers soon after
entering bankruptcy court that threaten to reject or modify its
372 labor contracts.  Hostess, the sources said, plans to ask
workers to make dramatic changes to everything from work rules to
health benefits and how the company pays pension obligations.

Hostess operates 565 distribution centers, 570 bakery stores and
5,500 delivery routes, sources told the Journal.  The report also
relates people familiar with the matter said Hostess pays about
$100 million annually to some 40 multiemployer pension plans that
cover workers at a wide array of companies other than its own.
Hostess wants to switch to a so-called single employer plan that
covers only its own workers.

Hostess's rivals, such as Flowers Foods Inc., don't have unionized
work forces for the most part, allowing them to reap savings in an
industry where margins are razor-thin, WSJ's sources said.

According to WSJ, Brian Driscoll, president and CEO of Hostess
Brands, said he was hopeful the company would be able to "modify
our labor agreements so that we can create a sustainable cost
structure."  More than 80% of its 19,000 employees belong to a
dozen separate unions.

WSJ relates representatives for Hostess's two main unions, the
International Brotherhood of Teamsters and the Bakery,
Confectionery, Tobacco Workers and Grain Millers International
Union, declined to comment.

Hostess owes creditors more than $860 million and has struggled
since emerging from bankruptcy proceedings in February 2009.
Sources told the Journal Hostess tried to sell the entire business
to no avail.  It sold the Mrs. Cubbison's brand to Sugar Foods
Corp. for $12 million in 2011 but couldn't find buyers for any of
its other businesses.

The Journal says possible buyers ranging from Kraft Foods Inc. to
Campbell Soup Co.'s Pepperidge Farm business and private-equity
firms Blackstone Group LP and KKR & Co. were contacted by
Hostess's bankers some time during the past two years, but the
outreach didn't garner any offers.

The Journal says representatives for Kraft, Blackstone and KKR
declined to comment. A Campbell Soup spokesman declined to
comment.

The report notes the bread business has been consolidating over
the last few decades, and only three major players besides Hostess
are left: industry leader Grupo Bimbo SA; the strong No. 2 player,
Flowers Foods Inc.; and Pepperidge Farm.

According to the Journal, Janney Montgomery Scott analyst Mitchell
Pinheiro said antitrust issues likely would prevent those
companies from acquiring Hostess.  "No one's going to buy Hostess
in whole. That's the problem," she said.

Another source told the Journal that in the wake of the recession,
Hostess' financial performance has deteriorated, with losses
widening to more than $340 million on about $2.5 billion in sales
in its most recent fiscal year.  The person said the results
haven't yet been finalized.

Earlier this week, Mr. Spector and Ms. Jargon reported that people
familiar with the matter said Hostess is preparing a Chapter 11
bankruptcy filing as soon as this week and has lined up around $75
million in debtor-in-possession financing to keep the company
afloat during bankruptcy proceedings.  Monarch, Silver Point and
some other investors have agreed to extend the DIP financing, with
an option for other senior creditors to provide parts of the loan,
the people said.

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

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

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

According to WSJ, Hostess creditors are being advised by
investment bank
Lazard Ltd.

           About Interstate Bakeries nka Hostess Brands

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

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

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

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

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

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


INNER CITY: Judge Approves Feb. 16 Auction of $180MM Assets
-----------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Shelley C. Chapman on Monday approved a Feb. 16 auction date
for the assets of Inner City Media Corp., which are worth at least
about $180 million.

According to Law360, Judge Chapman signed off on the bidding
procedures after a labor union, which represents on-air talent at
Inner City's New York and San Francisco radio stations, agreed to
hold its objection to the sale until a Feb. 21 court hearing after
the sale itself.

                     About Inner City Media Corp.

On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress
Credit Funding I L.P., and Drawbridge Special Opportunities Fund
Ltd., signed involuntary Chapter 11 petitions for Inner City Media
Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to
11-13979) to collect on a $254 million debt.

The Petitioning Creditors are party to the senior secured credit
Facility pursuant to which they (or their predecessors in
interest) extended $197 million in loans to the Alleged Debtors to
be used for general corporate purposes.  More than two years ago,
the Alleged Debtors defaulted under the Senior Secured Credit
Facility, and in any event the entire amount of principal and
accrued and unpaid interest and fees became immediately due and
payable on Feb. 13, 2010.

Inner City Media's affiliates subject to the involuntary Chapter
11 are ICBC Broadcast Holdings, Inc., Inner-City Broadcasting
Corporation of Berkeley, ICBC Broadcast Holdings-CA, Inc., ICBC-
NY, L.L.C., ICBC Broadcast Holdings-NY, Inc., Urban Radio, L.L.C.,
Urban Radio I, L.L.C., Urban Radio II, L.L.C., Urban Radio III,
L.L.C., Urban Radio IV, L.L.C., Urban Radio of Mississippi,
L.L.C., and Urban Radio of South Carolina, L.L.C.

Judge Shelley C. Chapman granted each of Inner City Media
Corporation and its debtor affiliates relief under Chapter 11 of
the United States Code.  The decision came after considering the
involuntary petitions, and the Debtors' answer to involuntary
petitions and consent to entry of order for relief and reservation
of rights.

Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and
Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J.
Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader,
Wickersham & Taft LLP.  Attorneys for CF ICBC LLC, Fortress Credit
Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are
Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth &
Zabel LLP.

Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel.
Rothschild Inc. serves as the Debtors' financial advisors and
investment bankers.  GCG Inc. serves as the Debtors' claims agent.

The United States Trustee said that an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
Inner City Media because an insufficient number of persons holding
unsecured claims against the Debtor has expressed interest in
serving on a committee.


IMPERIAL CAPITAL: Files 2nd Amended Reorganization Plan
-------------------------------------------------------
BankruptcyData.com reports that Imperial Capital Bancorp and
Holdco Advisors filed with the U.S. Bankruptcy Court a Second
Amended Chapter 11 Plan of Reorganization and related Disclosure
Statement.  According to the Disclosure Statement, "The Plan
provides for the reorganization of the Debtor and for Holders of
certain Allowed Claims to receive equity in the Reorganized
Debtor, with the option for each Holder of General Unsecured
Claims to receive instead a 'cash out' right of payment and/or a
security that results in cash from certain of the Debtor's assets,
including Cash held by the Debtor as of the Effective Date. In
order to effectuate the Distributions, the Plan provides that all
of the assets of the Debtor's Estate (including Causes of Action
not expressly released under the Plan) shall vest in the
Reorganized Debtor. The Reorganized Debtor shall continue to
operate the Debtor's business as a going concern in the real
estate and financial services sectors, and will pursue litigation,
including litigation with the FDIC, and make Distributions under
the Plan. The New Board shall be appointed as of the Effective
Date and shall be responsible for implementing the Plan and
operating the business of the Reorganized Debtor. The Plan
Proponents believe that the Plan maximizes recoveries for Holders
of Allowed Claims and strongly recommends that you vote to accept
the Plan (if you are entitled to vote). The Plan Proponents
believe that any alternative to confirmation of the Plan, such as
a conversion of the Case to a case under chapter 7 of the
Bankruptcy Code would result in significant delay, litigation, and
additional costs, and, ultimately, would lower the recoveries for
all Holders of Allowed Claims."

The Court scheduled a Jan. 17, 2012 hearing to consider approval
of the Disclosure Statement explaining the Plan.

                    About Imperial Capital Bancorp

La Jolla, California-based Imperial Capital Bancorp, Inc., filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No.
09-19431) on Dec. 18, 2009.  Gregory K. Jones, Esq., at Stutman,
Treister & Glatt, P.C., serves as the Company's bankruptcy
counsel.  FTI Consulting Inc. serves as its financial advisor.
The Company disclosed $40.4 million in assets and $98.7 million in
liabilities.

Tiffany L. Carroll, the U.S. Trustee for Region 15, appointed
three members to the official committee of unsecured creditors in
the Debtor's case.

The Debtor's proposed Liquidating Plan of Reorganization provides
that based upon assets available for distribution, creditors of
the Company will not be paid in full under the Plan.  The Company
predicts that, after payment to the Company's unsecured creditors,
there will be no assets available for distribution to the holders
of the Company's common stock.


INTERFACE INC: Moody's Raises Corporate Family Rating to 'Ba3'
--------------------------------------------------------------
Moody's Investors Service upgraded the corporate family and
probability of default ratings of Interface, Inc. (Interface) to
Ba3 from B1. Concurrently, Moody's raised the rating on the $275
million senior unsecured notes due 2018 to B1 from B2 and assigned
an SGL-2 speculative grade liquidity rating. The outlook is
stable.

These ratings were upgraded:

Corporate Family Rating to Ba3 from B1;

Probability of Default Rating to Ba3 from B1; and

$275 million Senior Unsecured Notes due 2018 to B1 (LGD4, 62%)
from B2 (LGD4, 64%).

This rating was assigned:

Speculative Grade Liquidity Rating of SGL-2.

These ratings were withdrawn (see Moody's withdrawal policy on
Moodys.com):

B1 (LGD3, 42%) on the $8 million senior secured notes due 2013;
and

B3 (LGD5, 82%) on the $12 million senior subordinated notes due
2014.

RATINGS RATIONALE

The upgrade of Interface's CFR to Ba3 reflects its improved
earnings, relatively stable margins and good liquidity profile.
Interface has benefited from its exposure to emerging markets as
well as its focus on the modular carpet segment in the US which
Moody's believes will continue to perform well over the near term.
While certain markets in Europe and Asia have been
underperforming, Interface's ongoing focus on its cost reduction
strategies coupled with volume growth in emerging markets and the
US are expected to support EBITA margins above 10% over the near
term. As a result of Interface's improved operating performance,
the company's leverage has meaningfully improved from 2009 levels
to below 3.0x from just over 4.0x.

The Ba3 rating reflects Interface's improved leverage, solid
margins, good liquidity and leading market position in the global
floorcoverings market. These factors are tempered by its exposure
to working capital fluctuations driven by movements in commodity
costs, modest growth prospects given the maturity of the global
office market, a competitive global operating environment and its
exposure to government spending in its non-office commercial
segment.

The SGL-2 speculative grade liquidity rating reflects Moody's
expectation that Interface will maintain a good liquidity profile
over the next twelve months. Liquidity is supported by Interface's
high cash balances and meaningful revolver availability under both
its $100 million revolving credit facility due June 2016 and its
Euro 20 million revolver due November 2016. Further, Moody's
expects cash flow generation to improve in 2012 as Interface
reduces its working capital investments made in the second half of
2011.

The stable outlook reflects Moody's expectation for modest
earnings growth, improved cash flow generation in 2012 and
Interface's maintenance of strong credit metrics and good
liquidity profile.

Moody's does not view an upgrade as likely in the near term.
However, positive rating momentum could surface if Interface
achieves their planned cost reduction strategy resulting in EBITA
margins sustainable above 12% while generating free cash flow and
maintaining a good liquidity profile and strong credit metrics.
Negative ratings pressure could arise from a weakening in
operating performance or a deterioration in liquidity.
Specifically, Debt-to-EBITDA nearing 4.0x or EBITA-to-Interest
Expense below 2.0x on a sustained basis would be viewed
negatively.

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

Interface, Inc., based in Atlanta, Georgia, designs, produces and
sells modular carpet and designer-oriented broadloom carpet. Brand
names include InterfaceFLOR, FLOR, Heuga, Bentley Prince Street,
Prince Street House and Home and Intersept. Revenues for the
twelve months ended October 2, 2011 were approximately $1 billion.


INVERNESS DISTRIBUTION: Owes $75 Million to Creditors
-----------------------------------------------------
Joshua L. Weinstein at Reuters, citing papers filed with the
court, reports that Inverness Distribution Ltd. owed its creditors
$75 million -- plus interest, fees and other charges.

According to Reuters, a spokesman for Morgan Creek told TheWrap
that Inverness owns some rights to some of Morgan Creek's foreign
library. Among the films on which Inverness has foreign rights are
"The Last of the Mohicans" and "Ace Ventura: Pet Detective."

Inverness is formerly known as Morgan Creek International. From
2004 until the bankruptcy filing in May, its sole stockholder --
and president -- was James Robinson.

Based in New York, Inverness Distribution Limited aka Morgan Creek
International Limited filed for Chapter 11 protection (Bankr. S.D.
N.Y. Case No.11-15939) on Dec. 30, 2011.  Ira S. Greene, Esq., at
Hogan Lovells US LLP, represents the Debtor.  The Debtor did not
state its assets but estimated debts of between $50 million and
$100 million.

Inverness Distribution Ltd. filed a petition for creditor
protection under Chapter 15 of the U.S. Bankruptcy Code (Bankr.
S.D.N.Y. Case No. 11-12106) in Manhattan on May 3, 2011.


JEFFERSON COUNTY, AL: Sheriff Cannot Halt Lawsuits, Judge Rules
---------------------------------------------------------------
American Bankruptcy Institute reports that bankruptcy Judge Thomas
B. Bennett ruled that the sheriff of Jefferson County, Alabama,
and his deputies cannot temporarily avoid lawsuits as a result of
the county's bankruptcy.

                       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.


JK HARRIS: Suspends All Active Operations Starting Jan. 5
---------------------------------------------------------
Jay Petrillo at Tax Preparation Examiner reports that JK Harris
suspended on Jan. 5, 2012, all active operations in front of a
potential Chapter 11 bankruptcy filing.

In an undated message to clients and prospective clients posted on
its Web site, JK Harris said, "we are working as fast as possible
to get through this new GM/Chrysler style reorganization process.
The court has responded to every request in an expedited manner
and we anticipate announcing the approval of a sale motion in the
next week or so."

"Our hours of service have not changed and we stand firm in our
role as the nation's largest company dedicated to representing
individuals and small business owners with their tax compliance
and representation issues with the IRS and state taxing agencies.

Tax Preparation Examiner reports that since October John K. Harris
had been attempting to restructure and possibly sell the business
and two affiliates under Chapter 11 bankruptcy protection.  The
report notes the firm has dogged by cash-flow problems and the
cost of large settlements related to multiple claims that it
misled consumers.  In case after case, attorneys general
complained that the company told consumers it could resolve their
tax problems, and took their payments, when no such relief was
possible for those particular clients.

The report notes that the company sought bankruptcy protection to
head off an attempt by the Texas attorney general's office,
related to such consumer claims, to force the company into
receivership.

According to the report, this is by far the first time JK Harris
has been targeted for a failure to deliver.  In 2007, a $6 million
class action lawsuit was driven by consumer complaints about JK
Harris' heavily advertised tax-resolution coupled with negligence
in their part to actually assist taxpayers.

The report says the next step for JK Harris is expected to be a
Jan. 10, 2012 bankruptcy court hearing, where the company will ask
a judge to appoint a trustee.

JK Harris & Co. -- http://jkharris.com/-- was one of the nation's
largest tax representation firms.  JK Harris & Co. LLC filed a
Chapter 11 petition (Bankr. D. S.C. Case No. 11-06254) on Oct. 7,
2011, in Charleston, South Carolina, represented by G. William
McCarthy, Jr., Esq., at McCarthy Law Firm, LLC, in Columbia, South
Carolina.  The Debtor listed assets of $4.9 million against debt
totaling $30.9 million.


JK777 INC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: JK777 Inc.
        3080 Bristol St Ste 630
        Costa Mesa, CA 92636

Bankruptcy Case No.: 12-10104

Chapter 11 Petition Date: January 4, 2012

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Jeffrey S. Benice, Esq.
                  LAW OFFICES OF JEFFREY S. BENICE
                  3080 Bristol St., Suite 630
                  Costa Mesa, CA 92626
                  Tel: (714) 641-3600
                  Fax: (714) 641-3604
                  E-mail: jsb@jeffreybenice.com

Scheduled Assets: $100,000

Scheduled Liabilities: $1,508,938

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

The petition was signed by Joey Kiyotaka Kato, incorporator of
JKK777, Inc.


KENTUCKIANA MEDICAL: Withdraws Bid for Clark County Bailout
-----------------------------------------------------------
Harold J. Adams at the Courier-Journal reports that the
Kentuckiana Medical Center has withdrawn its request that Clark
County participate in a bailout that would help the private
Clarksville facility emerge from Chapter 11 bankruptcy.

Officials of the 34-bed facility had lined up a $36 million
financing deal that they said was contingent on the county
agreeing to lease the hospital and then sublease it back to the
doctors who run it, effectively guaranteeing their debt.

The report says the Clark County Commissioners -- who last month
approved a resolution in support of the lease in a 2-1 vote --
were poised to reverse themselves in a new vote that would include
Commissioner John Perkins, a lease opponent who replaced former
Commissioner Mike Moore after he became Jeffersonville's mayor
this month.

However, the report says, County Attorney Greg Fifer presented the
commissioners with a Jan. 3, 2012 letter from Kentuckiana Medical
Center rescinding its request for county assistance.

The report says Timothy Donahue, the hospital's chief
reorganization officer, said in the letter that "the facility has
chosen to go in a different direction.  As a result of this
decision, we would ask that you remove KMC from any future agendas
in either the County Commission or the County Council."

The report says Commissioners proceeded with their vote anyway on
Jan. 5, 2012, registering a 3-0 tally to overturn the lease
support resolution.

On Jan. 6, 2012, a bankruptcy judge granted the medical center a
12-day extension on a previous deadline to file its reorganization
plan.  It now has until Jan. 16, 2012.  In asking for the
extension, hospital attorneys told the court that their lender,
Agenta Financial and a proposed guarantor "need additional time to
negotiate the terms of the transactions as affected by Clark
County's absence."

Clarksville, Indiana-based Kentuckiana Medical Center LLC filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No.
10-93039) on Sept. 19, 2010.  David M. Cantor, Esq., at Seiller
Waterman LLC, represents the Debtor.  The Debtor scheduled
$9,496,899 in assets, and $25,029,083 in liabilities.


LAND OF KANAAN: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Chris Bagley at Triangle Business Journal reports that Land of
Kanaan LLC filed on Jan. 2, 2012, for Chapter 11 reorganization
before the U.S. Bankruptcy Court for the Eastern District of North
Carolina.  The report notes that real estate companies have been
hit hard by the fallout from the Great Recession.

Based in Clayton, North Carolina, Land of Kanaan, LLC, filed for
Chapter 11 protection (Bankr. E.D. N.C. Case No. 12-00028) on
Jan. 2, 2012.  Most of Land of Kanaan's assets are in Clayton,
including three rental houses each on Lynn Drive and Locket Drive.
R. Dannette Underwood, Esq., at Underwood Law Office, represents
the Debtor.  The Debtor listed assets of $858,000, and liabilities
of $1,474,435.


LANNES & GARCIA: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Lannes & Garcia, Inc.
        385 Alhambra Circle, Suite C
        Coral Gables, FL 33134

Bankruptcy Case No.: 12-10211

Chapter 11 Petition Date: January 5, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Jeffrey W. Blacher, Esq.
                  JEFFREY W. BLACHER, P.A.
                  2999 NE 191 St # 805
                  Aventura, FL 33180
                  Tel: (305) 705-0888
                  Fax: (305) 705-0008
                  E-mail: jblacher@blacherlaw.com

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

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

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

The petition was signed by Angela P. Lannes, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Angela P. Lannes                                  01/04/12


LLC 1 07CH12487: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: LLC 1 07CH12487
        20 North Clark Street
        Suite 2450
        Chicago, IL 60602

Bankruptcy Case No.: 12-00110

Chapter 11 Petition Date: January 4, 2012

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtor's Counsel: Mark A. Laws, Esq.
                  THE LAW OFFICE OF MARK A. LAWS
                  200 N. LaSalle, Suite 770
                  Chicago, IL 60601
                  Tel: (312) 854-7030
                  E-mail: mark@lawsatlaw.com

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

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

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

The petition was signed by Joseph S. Varan, manager.


LOS ANGELES DODGERS: Team, Hartford Near Settlement Over Payout
---------------------------------------------------------------
Juan Carlos Rodriguez at Bankruptcy Law360 reports that the Los
Angeles Dodgers LLC and Hartford Life Insurance Co. moved closer
to resolving a dispute over a payout for an injured player after a
Delaware bankruptcy judge on Friday approved a set of rules
intended to streamline an arbitration process.

The agreement approved by U.S. Bankruptcy Judge Kevin Gross limits
what the arbitration panel can consider and what issues the
parties can raise during the proceeding, Law360 says.

                      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.


MACY'S INC: Outperforms in Holidays; Moody's 'Ba1' Withdrawn
------------------------------------------------------------
Moody's Investors Service upgraded Macy's, Inc ratings including
its senior unsecured rating to Baa3 from Ba1. The rating outlook
is stable. The upgrade reflects Moody's belief that Macy's
continued solid operating performance is sustainable, as is
Moody's expectation for higher earnings going forward. This higher
level of earnings results in Macy's being able to sustain EBITA to
interest expense above 4.0 times.

These ratings are upgraded:

Macy's, Inc.

Senior unsecured rating to Baa3 from Ba1 (LGD 4, 57%)

Macy's Retail Holdings, Inc.

Senior unsecured to Baa3 from Ba1 (LGD 4, 57%)

Senior unsecured shelf to (P) Baa3 from (P) Ba1

Senior subordinated shelf to (P) Ba1 from (P) Ba2

May Department Stores Company (The)

Senior unsecured to Baa3 from Ba1 (LGD 4, 58%)

The following rating is affirmed to be withdrawn

Macy's, Inc.

Speculative Grade Liquidity rating at SGL-1

The following ratings are withdrawn

Macy's, Inc.

Corporate Family Rating at Ba1

Probability of Default Rating at Ba1

RATINGS RATIONALE

"Macy's clearly outperformed during the Holiday 2011 season and we
believe this higher level of earnings is sustainable," stated
Maggie Taylor a Senior Credit Officer with Moody's. "However, we
do expect the rate of earnings growth at Macy's to slow in 2012,"
she added.

The upgrade also acknowledges that there will be no change to
Macy's balance sheet targets which included an adjusted debt to
EBITDAR range of 2.4 to 2.7 times and an EBITDA to interest
expense range of 6.4 to 6.6 times. Moody's expects Macy's to
manage its larger share repurchase program such that it remains
within this range. Thus, Moody's expects share repurchases over
the near term to be funded with excess cash.

On January 5, 2012, Macy's announced a very solid 5.7% same store
sales growth for the November/December 2011 Holiday season and its
second increase to its earnings guidance to $2.73 to $2.78 per
share. This level of performance well exceeded several of its
competitors.

Macy's Baa3 senior unsecured rating reflects its large scale with
revenues of about $26 billion and its market position as the
U.S.'s largest department store chain. Moody's believes that
Macy's size and solid position in the department store sector will
make it somewhat resistant to the pressures facing the sector. The
Baa3 also acknowledges Macy's steps to date to integrate its
stores and on-line business and its intention to make further
integrations. Moody's expects this approach will drive further
revenue and earnings growth and will offset the general soft
economic environment. The Baa3 is also supported by Macy's clearly
stated balance sheet targets and very good liquidity. The rating
is constrained by Macy's concentration in the department store
sector which Moody's generally views as a more challenging retail
sector given its fashion risk, exposure to economic cycles, and
the intense pricing competition from the discounters and off-price
retailers.

The stable outlook reflects Moody's expectation that Macy's
operating performance and credit metrics will continue to improve
during 2012, but that the improvement will not be sizable enough
to support a higher rating. The stable outlook also reflects that
Macy's will manage itself to its balance sheet targets including
an adjusted debt to EBITDAR range of 2.4 to 2.7 times and a EBITDA
to interest expense range of 6.4 to 6.6 times.

Ratings could be upgraded should operating performance improve
such that debt to EBITDA is likely to be sustained below 2.5 times
and EBITA to interest expense will be sustained above 5.0 times.
In addition, a rating upgrade would require Macy's to maintain
very good liquidity and balanced and prudent financial policies.

Given Moody's upgrade, a downgrade is currently unlikely. However,
ratings could be downgraded should operating performance falter or
financial policies change such that it is likely that debt to
EBITDA would be sustained above 3.5times or EBITA to interest
expense were likely to remain below 4.0 times.

The principal methodology used in rating Macy's was the Global
Retail Industry Methodology published in June 2011.

Macy's, Inc. is the largest department store operator in the
United States with about 850 stores under the Macy's and
Bloomingdale's nameplates. Revenues are about $26 billion.


MADISON HOTEL: Has Plan to Pay Building Loan Over Time
------------------------------------------------------
Madison Hotel Owners, LLC, and Madison Hotel, LLC, filed on
Dec. 9, 2011, a Second Amended Disclosure Statement (redlined to
show revisions to the Amended Disclosure Statement, filed Oct. 19,
2011) explaining the Debtors' Joint Chapter 11 Plan of
Reorganization.

The hotel property is encumbered by a lien presently held by 62
Madison Lender, LLC, which the Lender asserts is in the amount of
approximately $21,641,779 as of the Petition Date.  In addition,
Madison Hotel Owners, LLC's membership interest in Madison Hotel,
LLC, is encumbered by a lien in the amount of approximately
$5,000,000 held by Nomad Mezz Lending LLC, an affiliate of the
Lender.

The Debtor's general unsecured claims total $1,113,689 plus a
disputed general unsecured claim in the amount of $4,121,261 filed
by Express Service Capital, Inc., for a total of $5,234,950.

These cases have not been substantively consolidated and the Plan
is comprised of two plans; i.e., separate plans for each Debtor.
Confirmation of each plan is contingent upon confirmation of both
Plans.

Pursuant to the Plan terms, Owners Class 1 (Nomad Mezz Lending,
LLC Secured Claim) will be paid in full in Cash on the Effective
Date with interest at the contract rate.  This Class is Unimpaired
and deemed to have accepted the Plan.

Hotel Class 2 (62 Madison Lender, LLC) will receive monthly
interest payments on the Allowed Amount of the Claim at an annual
interest rate of 5.5% for 60 months, plus monthly amortization
payments based upon a 30 year amortization schedule.  Outstanding
principal amount is due at maturity, subject to a 60 sixty month
renewal at then prevailing market rates.

Allowed Unsecured Claims of the Debtors, totaling $5,234,950, will
be paid in installments.  Claimholders will receive 25% of the
allowed amount of the Claims in cash on the Effective Date, 25% on
the 6-month anniversary of the Effective Date, 25% on the 1-year
anniversary of the Effective Date, and 25% on the 18-month
anniversary of the Effective Date.  The amount due will accrue
interest at the New York judgment rate from the Petition Date
through the final payment.

Equity Interests in Madison Hotel Owners, LLC (Owners Class 5) are
entitled to maintain ownership of approximately 50% of their
Interests pursuant to the agreement with CRP Holding SPA to fund
the Plan.

Madison Hotel Owners, LLC, Madison Hotel LLC's Interest Holder
(Hotel Class 6) is entitled to maintain ownership of approximately
50% of their Interests pursuant to the agreement with CRP Holding
SPA to fund the Plan.

On the Effective Date, Madison Hotel, LLC, will be merged into
Madison Hotel Owners, LLC.  The Debtors intend to fund the Plan
through cash on hand held by the receiver of the Property (which
cash will be deemed to be the property of the post-confirmation
merged Debtors), operating revenue generated by the operations of
Hotel and by additional amounts to be advanced by CRP Holding SPA.

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

       http://bankrupt.com/misc/madisonhotel.doc51.pdf

About Madison Hotel

Madison Hotel, LLC, owns the 72 room 12-story hotel located at 62
Madison Avenue, New York, New York.  Madison Hotel Owners, LLC,
owns 100% of the membership interests of Madison Hotel, LLC.  The
Debtors estimate that the value of the hotel property is
$32 million.  An appraisal is pending.

Prepetition, after a building loan went into arrears, a
foreclosure action was commenced, and a receiver appointed.   The
receiver has continued to operate the hotel postpetition.

Madison Hotel, LLC, based in New York, filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 11-12560) on May 27, 2011.
Judge Martin Glenn presides over the case.  Mark A. Frankel, Esq.,
at Backenroth Frankel & Krinsky, LLP, serves as bankruptcy
counsel.  In its schedules, the Debtor disclosed $33.6 million in
assets and $26.1 million in liabilities as of the Chapter 11
filing.


MARKETXT HOLDINGS: 2nd Cir. Denies Ex-Exec Appeal on Fraud Ruling
-----------------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that the Second
Circuit on Monday denied the appeal of an alleged conspirator in
the fraud that brought down now-bankrupt MarketXT Holdings Corp.,
saying that despite several extensions, he had not filed the
necessary paperwork on time.  In a summary order, U.S. Circuit
Judges Ralph K. Winter and Peter W. Hall said a New York federal
court had been within its rights to dismiss Empyrean Investment
Fund LP executive Rauf Ashraf's appeal of a decision by a New York
bankruptcy court against him.

The appellate case is ALAN NISSELSON, AS CHAPTER 11 TRUSTEE PLAN
COMMITTEE, FOR THE SUBSTANTIVELY CONSOLIDATED ESTATE OF MARKETXT
HOLDINGS CORP., MKXT, LLC, MARKETXT, INC. AND EPOCH INVESTMENTS,
LP Plaintiffs-Appellees, v. EMPYREAN INVESTMENT FUND, L.P., ASH
MASTER FUND, II. LLC, ASH MASTER FUND II, L.P., ASH FUND, LP, FKA
EMPYREAN FUND, LP, ASH GENERAL PARTNER, LLC, ASH OFFSHORE FUND
LIMITED, ASH GENERAL PARTNER OFFSHORE, LIMITED, RAUF ASHRAF,
EMPYREAN GENERAL PARTNER, ASH MASTER FUND II, LLC, ASH FUND II
LPD, ASH CAPITAL, LLC, FKA ASH CAPITAL MANAGEMENT, Defendants-
Appellants, 11-0055-bk (2nd Cir.).  A copy of the Second Circuit's
Jan. 9 Summary Order is available at http://is.gd/YQQrBSfrom
Leagle.com.

                      About MarketXT Holdings

MarketXT Holdings Corporation, fka Tradescape Corporation, was a
day-trading firm conducting electronic equity trades on all
the major U.S. stock exchanges.  The Company sought Chapter 11
protection on March 26, 2004 (Bankr. S.D.N.Y. Case No. 04-12078).
Alan Nisselson served as the Chapter 11 Trustee and now serves
as the Distribution Agent and Responsible Officer of the Debtor.
Mr. Nisselson is represented by attorneys at Kaye Scholer LLP.


MAMTEK US: Liquidator to Hand Over Assets to Chapter 7 Trustee
--------------------------------------------------------------
American Bankruptcy Institute reports that an assigned liquidator
will hand over the assets of Mamtek U.S. Inc. to a chapter 7
trustee who will oversee the bankruptcy of the artificial
sweetener maker.


MARQUIS PARTNERSHIP: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Marquis Partnership Marquis Partnership, LLC
        4195 Crest Rd.
        Pebble Beach, CA 93953

Bankruptcy Case No.: 12-50052

Chapter 11 Petition Date: January 4, 2012

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Charles Novack

Debtor's Counsel: Melbourne B. Weddle, Esq.
                  LAW OFFICES OF MELBOURNE B. WEDDLE
                  P.O. Box 593
                  Santa Barbara, CA 93102
                  Tel: (805) 966-1038
                  E-mail: melbournew@msn.com

Scheduled Assets: $1,600,089

Scheduled Liabilities: $1,839,427

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/canb12-50052.pdf

The petition was signed by Sherif Michael, general partner.


MERIT GROUP: Plan Confirmed; $7.5-Mil. Funded for Creditors
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
confirmed Joint Plan of Liquidation, as amended, proposed by TMG
Liquidation Company, formerly known as The Merit Group, et al.,
and The Official Committee of Unsecured Creditors.

As reported in the Troubled Company Reporter on Dec. 15, 2011,
substantially all of the assets of the Debtors were sold to MG
Distribution, LLC, in July 2011.  The proceeds from the Sale and
the proceeds from the prosecution of certain Causes of Action are
the sources of funding for distributions under the Plan.

The Regions Bank Settlement provides that $5.75 million would be
made available to the Debtors' Estates to administer a plan and
make distributions to creditors in accordance with the Bankruptcy
Code.  The Bankruptcy Court approved the Regions Bank Settlement
as part of the Sale Order.

Under the Plan, holders of Priority Tax Claims and Non-Tax
Priority Claims will be paid in full.  Holders of Secured Claims
will be paid in full or receive the collateral securing their
claim.  Holders of Convenience Claims will receive 10% of the
amount of such holder's Allowed Convenience Claim.

Under the Plan, holders of Allowed Senior Unsecured Claims
(Excluding Convenience Claims) will receive pro rata distributions
of the proceeds from the Sale after payment of or reserve for
Administrative Claims, Priority Tax Claims, Non-Tax Priority
Claims, Secured Claims, Convenience Claims, and Plan Expenses.
Pursuant to the Regions Bank Settlement, Regions Bank is not
entitled to receive any further distribution after Closing as a
holder of an Administrative Claim or Secured Claim but, instead,
will share in the Plan distributions with other general, non-
priority unsecured claims.

Under the Plan and Regions Bank Settlement, Regions Bank will
receive an initial distribution (on account of the Allowed Regions
Deficiency Claim and the aggregate claims of the Subordinated
Creditors-i.e., Stonehenge Opportunity Fund II, L.P., E. Fort
Wolfe, Jr., Caleb C. Fort and Valspar Corporation) only after
Distributions aggregating 10% of the principal amount of all Class
3 (Convenience Claims) and Class 4 (Senior Unsecured Claims) have
been made.  Thereafter, Regions Bank will receive a true-up of its
Subordinated Distribution and then may participate in future
Distributions to Claims in Class 4 on a Pro Rata basis.  If
Regions Bank is paid in full on account of its Regions Deficiency
Claim then the Subordinated Creditors will be authorized to
participate in future Distributions to Claims in Class 4 on a Pro
Rata basis based upon the relative amount of all Senior Unsecured
Claims in Class 4 and the Subordinated Claims at the time of each
such Distribution and subsequent distributions to Subordinated
Creditors will be made directly to each Subordinated Creditor.

                        Plan Administrator

In a separate filing, the Court also authorized the appointment of
Plan Administrator pursuant to the Joint Second Amended Plan.

Pursuant to the Proposed Plan, on the Effective Date, the Plan
Administrator will be vested with all the rights and powers of the
Debtors and estates and will have exclusive control of the
estates' assets including, without limitation, all causes of
action.

The Plan Administrator is authorized to employ Cole, Schotz,
Meisel, Forman & Leonard, P.A., and McCarthy Law Firm, LLC, to
prosecute certain causes of action on behalf of the Debtors'
estates on a partial contingency-fee basis.

The Committee related that following the sale, it undertook a
comprehensive investigation into potential claims held by the
Debtors' estates in connection with the purchase by The Merit
Group, Inc. of the stock of Five Star Group, Inc., now known as
FSG Liquidation Company, in January 2010.  The investigation
included substantial document discovery obtained pursuant to
Bankruptcy Rule 2004, as well as five depositions.

The reduced hourly rates to be charged by the professionals in
connection with the Five Star Claims, will be:

         Cole Schotz attorneys          $195
         Cole Schotz paralegals          $90
         McCarthy attorneys             $200
         McCarthy paralegals             $50

Additionally, the Plan Administrator will pay to the professionals
any and all out-of-pocket costs and expenses which may be incurred
in connection with the prosecution of the Five Star Claims,
including but not limited to the costs of expert witnesses.

In the event of any recoveries, the professionals will be entitled
to receive these additional compensation: (i) 20% of any
recovery on the Five Star Claims up to $5 million; and (ii) 10% of
any recovery on the Five Star Claims over $5 million, provided,
however, that if there is a recovery before the Defendants file
a motion to dismiss the Five Star Claims, the contingency fee
would be limited to 10% of the total recovery.

To the best of the Committee's knowledge, the professionals are
"disinterested persons" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                      About The Merit Group

Based in Spartanburg, South Carolina, The Merit Group Inc.,
formerly Lancaster Distributing Company, serves as one of the
leading paint sundries distributors in the United States.  Its
markets also include Mexico, the Caribbean Islands, Central
America and South America.

Merit Group filed for Chapter 11 bankruptcy protection (Bankr. D.
S.C. Lead Case No. 11-03216) on May 17, 2011.  Judge Helen E.
Burris presides over the case.  Michael M. Beal, Esq., Elizabeth
(Lisa) J. Philp, Esq., Robin C. Stanton, Esq., and Michael H.
Weaver, Esq., at McNair Law Firm PA, represent the Debtors.  The
Debtors selected Kurtzman Carson Consultants LLC as their claims
agent; and Morgan Joseph TriArtisan LLC, investment banker, and
Alvarez & Marsal North America, LLC, as financial advisors.  Merit
Group disclosed 7,004,048 in assets and $66,609,946 in liabilities
as of the Chapter 11 filing.

DIP Lender Regions Bank is represented by lawyers at Nexsen Pruet
Jacobs & Pollard and Parker, Hudson, Rainer & Dobbs, LLP.

The U.S. Trustee has named seven members to the Official Committee
of Unsecured Creditors.  The Committee is represented by Cole,
Schotz, Meisel, Forman & Leonard, P.A.  The Committee tapped
McCarthy Law Firm LLC as co-counsel, J.H. Cohn LLP as its
financial advisor.

On July 29, 2011, the Debtors consummated the sale of
substantially all of their assets to MG Distribution, LLC.  The
Merit Group changed its name to TMG Liquidation Company following
the sale.  MG Distribution LLC bought the business for
$44 million.


MGT CAPITAL: Fails to Satisfy Continued Listing Rule
----------------------------------------------------
MGT Capital Investments, Inc., received notice from the staff of
the NYSE Amex LLC that the Company does not meet one of the
Exchange's continued listing standards because it failed to hold
an annual meeting of its shareholders in 2011 for the fiscal year
ended Dec. 31, 2010, as required in Section 704 of the Exchange's
Company Guide.

Robert Ladd, the Company's interim President and Chief Executive
Officer, stated, "The Company is aware of its obligations under
the NYSE Amex's Company Guide, and plans to hold an annual meeting
of shareholders before May 31, 2012.  The Company has been
afforded the opportunity to submit a plan of compliance to the
NYSE Amex by Feb. 2, 2012 to demonstrate the ability to regain
compliance with this requirement by July 3, 2012.  The Company
fully intends to do this.  If the Company does not submit such a
plan or if the plan is not accepted by the Exchange, the Company
will be subject to delisting procedures as set forth in Section
1010 and part 12 of the Company Guide."

MGT Capital Investments, Inc. is a holding company comprised of
MGT, the parent company, and its wholly-owned subsidiary MGT
Capital Investments (U.K.) Limited.  In addition we also have a
controlling interest in our subsidiary, Medicsight Ltd, including
its wholly owned subsidiaries.


MOUNTAIN CITY: Hearing on Dismissal Motion Continued to Jan. 25
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado has
scheduled a continued hearing on Jan. 25, 2012, on Mountain City
Meat Co., Inc.'s motion to dismiss the involuntary petition and
holding all motions for the payment of administrative claims in
abeyance.

                     About Mountain City Meat

Denver, Colorado-based Mountain City Meat Co., Inc. --
http://www.mountaincitymeat.com/-- is one of the largest portion
control beef processors in the United States.  Through its
headquarters and manufacturing facility in Denver, and its second
manufacturing facility in Nashville, Tennessee, Mountain City
supplies high quality ground beef and portion control steak cuts
through several channels, including retail stores, chain
restaurants and broadline food service distributors.

On Aug. 9, 2011, Mountain City's board of directors appointed BGA
Management LLC d/b/a Alliance Management, through its agent, Alex
G. Smith as the company's Chief Restructuring Officer until the
need for a CRO no longer existed.  Immediately after appointing
Alliance as CRO, the Board resigned.

On Aug. 11, 2011, Mountain City's secured lender, Fifth Third Bank
commenced a receivership action against the company in Denver
District Court.  At 5:00 p.m. that same day, the Denver District
Court appointed Alliance as receiver for Mountain City's personal
property and related operations.

However, minutes before the receivership order, certain putative
unsecured creditors -- Orleans International, Inc., National Beef
Packing, Inc. and XL Four Star Beef, Inc. -- commenced an
involuntary Chapter 7 bankruptcy petition (Bankr. D. Colo. Case
No. 11-29209) against Mountain City.  The Involuntary Chapter 7
petition was filed as a result of, among other reasons, the Debtor
(a) ordering and not paying for in excess of $2,400,000 of meat
inventory from the Petitioning Creditors; and (b) issuing checks
to the Petitioning Creditors for a portion of the inventory, which
checks were refused for payment by Fifth Third Bank.  The Debtor
sought dismissal of the Involuntary Petition on the grounds that
it was filed in bad faith because the Petitioning Creditors were
motivated solely by their desire to preserve their claims under
Section 503(b)((9) of the Bankruptcy Code to have that portion of
their claims related to goods sold to the Debtor within 20 days
prior to the filing treated as an administrative expense.

In the Involuntary Case, the Secured Lender obtained two interim
orders annulling the automatic stay to allow the receiver to keep
control of the Debtor.

Mountain City filed a voluntary Chapter 11 petition (Bankr. D.
Colo. Case No. 11-32656) on Sept. 24, 2011.  Judge Howard R.
Tallman presides over the case.  Michael J. Pankow, Esq., Daniel
J. Garfield, Esq., Heather B. Schell, Esq., at Brownstein Hyatt
Farber Schreck, LLP, represent the Debtors as counsel.  The Debtor
estimated up to $50 million in assets and debts.

Attorneys for the Petitioning Creditors are John B. Wasserman,
Esq., at Sender & Wasserman, P.C., and Howard S. Sher, Esq., and
Michele L. Walton, Esq., at Jacob & Weingarten, P.C.

Fifth Third is represented in the case by James T. Markus, Esq.,
and John F. Young, Esq., at Markus Williams Young & Zimmermann
LLC.

An official committee of unsecured creditors has been appointed in
the case.  The panel is represented by Harold G. Morris, Jr.,
Esq., and John C. Smiley, Esq., at Lindquist & Vennum PLLP.


NAKNEK ELECTRIC: US Trustee Says Disclosures Lack Adequate Info
---------------------------------------------------------------
As reported in the Troubled Company Reporter on Sept. 29, 2011,
Naknek Electric Association, Inc., filed with the U.S. Bankruptcy
Court for the District of Alaska a plan of reorganization and an
accompanying disclosure statement on Sept. 15.

The Plan proposes that the Debtor will pay Class 13 unsecured
creditors $3 million over 60 months commencing on the Effective
Date.  Based on the current claims filed in the case, the proposed
payment will pay unsecured creditors a dividend of about $0.10 on
each dollar of claim.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?770a

Robert D. Miller, Jr., United States Trustee, objects to the
Debtor's disclosure statement on the following grounds:

1. Debtor has circulated, but not filed, an amended disclosure
statement which its counsel has represented will address the
concerns of the United States Trustee.

2. The local rules require financial information including
summaries of the preceding three years tax returns.  Without this
information, Debtor's projections cannot be evaluated, especially
the $3 million payout to Class 13.

3. Debtor's Appendix 5 does not provide the information needed
to support the proposed payout over the life of the plan.

4. Additionally Appendix 5 does not show the actual expenses
before making payments under the plan.

5. The DIP loan of $1.5 million (current balance $1.4 million)
does not appear on the Appendix.

6. The same question arises for the $75,000 anticipated
administrative expenses, $10,000 priority utility deposits
and UST fees.

7. The Appendix should show totals for each category being
paid.

8. The U.S. Trustee observes that Debtor's cash reserves appear to
be much lower than what was anticipated when the disclosure
statement was filed.

About Naknek Electric Association

Naknek, Alaska-based Naknek Electric Association, Inc., operates a
diesel power generation plant, storage and distribution system
on approximately 9.34 acres of land it owns in Naknek, Alaska.
It provides electricity to 591 members of the cooperative.  It
also is developing a geothermal well.

Naknek Electric filed for Chapter 11 bankruptcy protection (Bankr.
D. Alaska Case No. 10-00824) on Sept. 29, 2010.  Erik LeRoy,
Esq., at Erik Leroy P.C., assists the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at $10 million
to $50 million as of the Petition Date.


NEOMEDIA TECHNOLOGIES: Appoints James Doran as New CFO
------------------------------------------------------
NeoMedia Technologies, Inc., appointed James A. Doran as the
Company's new Chief Financial Officer.  He will be based in the
Company's new headquarters in Boulder, Colorado.

Specializing in high-growth, turnaround and start-up entities, Mr.
Doran brings a wealth of experience from a career spanning 13
years as an executive officer for both public and privately-held
companies, combined with over 20 years of diverse public
accounting experience.  Robert Thomson, named in July as interim
CFO, will return to his role as Corporate Controller, working
closely with Mr Doran.

Before joining NeoMedia, Mr Doran was responsible for all
financial and administrative services at Pico-Tesla Magnetic
Therapies, LLC, an entrepreneurial R&D-stage medical device
company.  Prior to this he spent 10 years as Chief Accounting
Officer, Corporate Controller and Secretary at Suntron
Corporation, a $250 million to $600 million publicly-traded high-
tech contract manufacturer.  During his career in public
accounting, Mr. Doran specialized in auditing publicly-held
companies in his capacity as a senior manager or partner with the
Denver offices of Hein & Associates LLP, Williams, Richey & Co.,
P.C., Coopers & Lybrand, and McGladrey & Pullen.

"Jim's solid experience speaks for itself and we are looking
forward to his immediate contribution to the NeoMedia team.  His
sound business judgment, excellent communication skills, and
dedication to quality are welcome attributes at this exciting time
as we also move our headquarters to Boulder," said Laura Marriott,
CEO, NeoMedia.  "NeoMedia's relocation to Boulder, Colorado, is an
important move for the company as we position ourselves closer to
customers and a strong talent pool."

"There has never been a better time to be at the heart of the
mobile marketing industry and I am delighted to be joining the
pioneer in the mobile barcode space," said James Doran.  "I look
forward to working with Laura, the Board and the executive team to
contribute to the company's continued success."

Boulder, in recent years, has flourished as a centre for high tech
and mobile.  This, coupled with its strong agency community, makes
it the ideal location for NeoMedia to continue to grow its
business at a local and international level.

                     About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies, Inc., provides mobile
barcode scanning solutions.  The Company's technology allows
mobile devices with cameras to read 1D and 2D barcodes and provide
"one click" access to mobile content.

The Company has historically incurred net losses from operations
and expects it will continue to have negative cash flows as it
implements its business plan.  The Company said there can be no
assurance that its continuing efforts to execute its business plan
will be successful and that it will be able to continue as a going
concern.

The Company's balance sheet at Sept. 30, 2011, showed $8.02
million in total assets, $65.98 million in total liabilities, all
current, $5.43 million in Series C convertible preferred stock,
$2.36 million in Series D convertible preferred stock, and a
$65.75 million total shareholders' deficit.

Kingery & Crouse, P.A, in Tampa, Fla., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
accounting firm noted that the Company has suffered recurring
losses from operations and has ongoing requirements for additional
capital investment.


NEWPAGE CORP: Court OKs A&M as Committee's Financial Advisor
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted a
motion for reconsideration filed by the Official Committee of
Unsecured Creditors of Newpage Corporation, et al., relating to
the Committee's application to retain Alvarez & Marsal North
America, LLC, as its financial advisor.  The Order supersedes the
Court's order dated Dec. 1, 2011, that denied the Application
without prejudice.

In its Motion for Reconsideration, the committee asserted, "The
Court should reconsider the Orders pursuant to Bankruptcy Rules
9023 and 9024 for two reasons.  First, the Orders, and in
particular the Court's conclusion that only approval of the
Completion Fees at the end of the case is appropriate, constitute
clear legal error.  Second, evidence not available at the November
9 Hearing has now become available -- specifically, the Committee
is now able to present testimony that (a) Moelis will not provide
investment banking services to the Committee, or expert testimony
on behalf of the Committee, if (i) Moelis's Completion Fee is not
approved at this initial stage and (ii) any of Moelis's fees are
subject to section 330 review by any party other than the Office
of the United States Trustee at the end of the case, and (b) the
Committee will be hindered in the performance of its fiduciary
duties to unsecured creditors by the loss of its professionals of
choice."

The Debtors objected to the Committee's Application saying
unsecured creditors are "hopelessly out of the money" with any
prospect for recovery "beyond remote."

Pursuant to the Court's order, A&M will receive its fixed monthly
compensation and a completion fee; provided, however, that upon
conversion of the chapter 11 cases to chapter 7 cases, the
Completion Fee will not be paid unless approved by separate order
of the Court.  A&M's compensation will be subject to the standard
of review provided in Section 328(a) of the Bankruptcy Code and
order establishing procedures for interim compensation and
reimbursement of professionals.

                         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.


NEWPAGE CORP: Court OKs Deloitte to Provide Accounting Services
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
NewPage Corporation and its affiliates to employ Deloitte
Financial Advisory Services LLP as its bankruptcy and emergence
accounting services provider.

Deloitte FAS will, among other things:

   (a) provide assistance related to Court-required filings;

   (b) provide financial reporting assistance;

   (c) plan for determination of the Fresh-Start Balance Sheet
       under ASC 852;

   (d) appraise and estimate the fair value and estimated
       remaining useful lives of real property, personal property,
       inventory, trademarks and trade names, customer
       relationships, contracts and leases, joint ventures, and
       equity interests;

   (e) assist with the implementation of Fresh-Star Balance Sheet;
       and

   (f) provide other related advice and assistance with accounting
       and financial reporting, and application support.

The hourly rates for Deloitte FAS' services are:

For fresh-star accounting services:

          Partner/Principal/Director    $590 to $725
          Senior Manager                $490 to $580
          Manager                       $380 to $475
          Senior Associate              $275 to $375
          Associate and Junior Staff    $175 to $250

For asset and liability appraisal services:

          Partner/Principal/Director    $450
          Senior Manager                $390
          Manager                       $315
          Senior Associate              $250
          Associate and Junior Staff    $200

The Debtors will reimburse Deloitte FAS for reasonable
expenses, including travel, report production, delivery services,
and other expenses incurred in the course of fulfilling its duties
as bankruptcy and emergence accounting services provider.

                        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.


NORTHWEST PARTNERS: Court Approves Alan Smith as Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Northwest Partners to employ the Law Offices of Alan R. Smith as
its counsel.

The Debtor will pay firm at these hourly rates:

          Alan R. Smith, Esq.             $500
          Contract Attorney               $350
          Peggy L. Turk                   $250
          Other Paraprofessionals       $75 - $115

Northwest Partners owns the 268-unit Austin Crest Apartment in
Northwest Reno, Nevada.  It filed for Chapter 11 bankruptcy
(Bankr. D. Nev. Case No. 11-53528) on Nov. 17, 2011.  Judge Bruce
T. Beesley oversees the case.  The Debtor scheduled $13,513,361 in
assets and $14,135,158 in liabilities.  The petition was signed by
Robert F. Nielsen, president of IDN I, the Debtor's general
partner.


OPPENHEIMER PARTNERS: Seeks to Hire Gordon Silver as Counsel
------------------------------------------------------------
Oppenheimer Partners Properties, LLP, seeks permission from the
U.S. Bankruptcy Court for the District of Arizona to employ Gordon
Silver as its counsel.  The professional services the firm is to
render include:

   (a) preparing the petition and related documents
       commencing a Chapter 11 proceeding for the Bankruptcy
       Court;

   (b) furnishing legal advice with respect to the powers and
       duties of debtor-in-possession in the continued operation
       of its affairs and management of Debtor's property;

   (c) preparing necessary applications, answers, orders,
       reports, motions, responses and other legal papers as
       needed for the administration of the Chapter 11 case;

   (d) negotiating, preparing and filing a plan or plans of
       reorganization and disclosure statements in connection with
       those plans and otherwise promote the financial
       rehabilitation of the Debtor;

   (e) attending meetings and negotiating with representatives of
       creditors and other parties in interest; and

   (f) taking all necessary action to protect and preserve the
       Debtor's estate.

The Debtor proposes the compensation of said attorneys and
paraprofessionals be at varying rates currently from $130 per hour
to $175 per hour for paraprofessionals, $175 per hour for law
clerks, ranging from $210 per hour to $475 per hour for
associates, and from $475 per hour to $700 per hour for
shareholders of Gordon Silver.

The Debtor agrees to reimburse Gordon Silver for its expenses.

To the best of the Debtor's knowledge, Gordon Silver and its
shareholders and associates do not hold or represent any interest
adverse to the Debtor's estate, and Gordon Silver and its
shareholders and associates are disinterested within the meaning
of Section 101(14) of the Bankruptcy Code.

Oppenheimer filed for Chapter 11 bankruptcy (Bankr. D. Ariz. Case
No. 11-33139) on Dec. 2, 2011.  Judge Sarah Sharer Curley presides
over the case.  Gordon Silver's Robert C. Warnicke, Esq. --
phxbknotices@gordonsilver.com -- serves as the Debtor's counsel.
In its petition, the Debtor estimated $10 million to $50 million
in assets and debts.  The petition was signed by Eric Hamburger,
managing partner.


OPTIMA SPECIALTY: S&P Assigns 'B' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Miami-based Optima Specialty Steel Inc. (Optima).

"At the same time, we assigned a 'B' issue-level rating to
Optima's $175 million senior secured notes due 2016. The recovery
rating is '3', indicating our expectation of meaningful (50% to
70%) recovery in the event of a payment default. The outlook is
stable," S&P said.

"The notes were sold pursuant to Rule 144A without registration
rights. Optima used the proceeds from the financing, combined with
additional sponsor equity, to fund its purchase of Niagara LaSalle
Corp. for $221 million (along with the associated transaction fees
and expenses), as well as pay down the existing debt of its wholly
owned subsidiary Michigan Seamless Tube LLC (MST)," S&P said.

"The rating on Optima reflects our view of its business risk
profile as 'vulnerable' and financial risk profile as 'aggressive'
-- as our criteria define those terms," said Standard & poor's
credit analyst Marie Shmaruk. "These assessments are based on its
relatively small size compared with competitors, its participation
in the highly cyclical steel industry, a high dependence on energy
and auto segments for a large portion of its earnings, and its
aggressive financial policy. Still, we believe the company
maintains some geographic and end-market diversity and will have
adequate liquidity to meet its obligations during the next several
quarters."

"The rating and outlook incorporate our expectation that Optima's
EBITDA in 2012 is likely to be in the in the $65 million to $75
million range, assuming continued slow growth in the U.S. economy
and, in particular, sustained growth in the company's key energy,
transportation, and agricultural end markets. We estimate that
Optima's adjusted debt to EBITDA should be below 4x and funds
from operations (FFO) to adjusted debt around 15% in 2012,
assuming adjusted debt is maintained at below $225 million.
Optima's operating segments include the specialized cold finished
steel bar (CFSB) business of recently acquired Niagara Lasalle,
which has a production capacity of 615,000 tons and MST, a
manufacturer of cold drawn seamless pressure and mechanical tubes
with a production capacity of 40,000 tons. Optima sells products
directly to original equipment manufacturers (OEM) and to
distributors (steel service centers), who then resell the products
in smaller quantities to end users. Optima is 100% owned by Optima
Acquisitions LLC, a private investment firm focusing primarily
on the steel and metals industry," S&P said.

"The stable rating outlook reflects our expectation that Optima's
near-term operating performance will benefit from slowly improving
economic conditions and relatively strong performance in its key
end markets. In addition, we expect the acquisition of Niagara
will improve Optima's scale and end-market diversity. As a result,
we expect credit measures to remain in-line with our view of its
aggressive financial risk profile at this point in the cycle, with
adjusted debt to EBITDA in the 3x to 4x range and FFO to adjusted
debt at about 15%. We also expect the company to maintain adequate
liquidity to fund its obligations," S&P said.

"A negative rating action could occur if there is a significant
deterioration in operating results due to significant weakening of
demand from its key end markets, suggesting to us that the
company's total adjusted debt leverage will rise above and be
sustained above 4.5x. If Optima were to pursue a large debt-
financed acquisition, the rating could come under downward
pressure," S&P said.

"We consider a positive rating action less likely in the next few
quarters given Optima's vulnerable business risk profile. However,
one could occur later if the company were to reduce and sustain
debt leverage below 3x, while at the same time strengthening its
business risk profile through expanding the size and scope if its
operations and improving the stability of its cash flow," S&P
said.


ORCKIT COMMUNICATIONS: Gets Nasdaq Delisting Notice
---------------------------------------------------
Orckit Communications Ltd. received a written notification from
the Listing Qualifications Department of The NASDAQ Stock Market
LLC stating that the Company's ordinary shares would be subject to
delisting from The Nasdaq Global Market, unless the Company timely
requests a hearing before a Nasdaq Listing Qualifications Panel,
because the Company did not meet the requirement to maintain a
minimum of $10 million in shareholders' equity, as set forth in
Nasdaq Listing Rule 5450(b)(1)(A).

The Company intends to request a hearing before the Panel, which
will stay any action with respect to the Determination Letter and
allow the continued listing of the Company's ordinary shares until
the Panel renders a decision subsequent to the hearing.  At the
hearing, the Company intends to present a plan to regain
compliance and to request that the Panel allow the Company
sufficient time to complete the plan and thereby evidence
compliance with the applicable stockholders' equity requirement.
Under the NASDAQ Listing Rules, the Panel has the discretion to
grant the Company up to 180 calendar days from the date of the
Determination Letter to demonstrate compliance.  However, there
can be no assurance that the Panel will grant the Company's
request for continued listing pending completion of its plan.

The Nasdaq notification does not affect the Company's listing on
the Tel Aviv Stock Exchange, where the Company's ordinary shares
will continue to be listed with no change.


ORIENTAL TRADING: Moody's Affirms 'B2', Gives Positive Outlook
--------------------------------------------------------------
Moody's Investors Service revised Oriental Trading Company, Inc.
rating outlook to positive from stable. OTC's B2 Corporate Family
and Probability of Default ratings were affirmed along with the
company's existing long term debt ratings.

RATINGS RATIONALE

"The positive outlook for Oriental Trading reflects the company's
continued increase in revenue over the past few quarters,
reversing longer term negative trends, reflecting the positive
impacts of the company's more targeted marketing spending," stated
Scott Tuhy, Senior Analyst at Moody's. OTC's recent efforts to
efficiently boost catalogue distribution while increasing average
order value has resulted in an increase of YTD revenue of 5.4%
versus the prior year. The costs associated with this additional
distribution have thus far been offset by improved operating
efficiency and the company is also showing improved operating
margins.

The B2 rating reflects the still longer term negative trends in
revenues for the company despite recent positive progress, as well
as the company's moderate scale and high reliance on catalog
mailings to drive revenues. The rating also reflects the company's
moderate financial leverage with debt/EBITDA around 4 times and
the company's good overall liquidity profile. The company's
product offerings are highly discretionary, though there are
numerous holiday and other party-occasions that provide sales
opportunities for the company.

Ratings could be upgraded if over the next few quarters the
company maintains positive trends in sales and earnings,
indicating its marketing strategies are effective. An upgrade
would also require the company to continue to maintain moderate
financial leverage with debt/EBITDA sustained near 4 times and
EBITA/interest above 2.25 times.

Ratings could be stabilized if recent gains in revenue and
operating profits were to reverse, indicating its marketing
strategies have become less effective. Ratings could be downgraded
if the company experiences negative trends in revenues or
operating profitability, or if its good liquidity profile were to
erode. Quantitatively ratings could be lowered if debt/EBITDA
rises above 5 times or interest coverage approaches 1.5 times.

These ratings were affirmed and LGD assessments amended:

Corporate Family Rating at B2

Probability of Default Rating at B2

$200 million senior secured term loan due February 2017 at B2 (LGD
4, 56% from LGD 4, 57% )

The principal methodology used in rating Oriental Trading was the
Global Retail Industry Methodology published in June 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Headquartered in Omaha Nebraska, Oriental Trading is a catalog
retailer of party goods and novelty items. Revenues for the LTM
period ending 10/1/11 were approximately $491 million.


PARK TOWER: Case Summary & 9 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Park Tower 62 LLC
        c/o Michael D. Hughes, Registered Agent
        19815 Governors Hwy., Suite 11
        Flossmoor, IL 60422

Bankruptcy Case No.: 12-00145

Chapter 11 Petition Date: January 4, 2012

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Robert R. Benjamin, Esq.
                  GOLAN & CHRISTIE, LLP
                  70 West Madison Street, Suite 1500
                  Chicago, IL 60602
                  Tel: (312) 263-2300
                  Fax: (312) 263-0939
                  E-mail: rrbenjamin@golanchristie.com

Scheduled Assets: $649,093

Scheduled Liabilities: $1,345,748

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ilnb12-00145.pdf

The petition was signed by Tony Faham, managing member.


PHYSIO-CONTROL: Moody's Assigns 'B2' Corporate; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service assigned Corporate Family and
Probability of Default Ratings of B2 to Physio-Control
International, Inc. Concurrently, Moody's assigned a B2 rating to
Physio-Control's proposed $315 million senior secured notes
offering. The proceeds from the notes, along with approximately
$170 million of new common equity, will be used to finance Bain
Capital Partners' ("Bain") purchase of Physio-Control, which is
currently a business unit of Medtronic, Inc. The outlook for the
ratings is stable.

Ratings Assigned to Physio-Control International, Inc.:

Corporate Family Rating, B2

Probability of Default Rating, B2

$315 million senior secured notes due 2019 (B2, LGD4, 50%)

This is the first time Moody's has rated Physio-Control. The
rating actions are subject to the conclusion of the transaction,
as proposed, and Moody's review of final documentation.

RATINGS RATIONALE

Physio-Control's B2 rating is constrained by the considerable
financial leverage being assumed in connection with its sale to
Bain Capital as well as the company's modest size and near
singular focus on external defibrillators. The ratings are also
constrained by risks associated with becoming a stand-alone
company and costs associated with the transition that will limit
free cash flow over the next 12 to 24 months. Further, the ratings
reflect on-going regulatory risks, both industry wide and specific
to Physio-Control.

The ratings are supported by Physio-Control's leading global
competitive position in the external defibrillator market and its
significant installed base. The installed base provides a stable
revenue stream due to the natural replacement cycle of the
equipment and recurring revenues related to services, disposables
and accessories. While the markets are competitive, Moody's
believes customer stickiness is high, especially in the manual
defibrillator markets, where Physio-Control has particular
strength.

Moody's could upgrade the ratings if Physio-Control transitions
away from Medtronic, Inc. with minimal operating disruption and
improves financial metrics. Specifically, if Moody's expects debt
to EBITDA to remain below 4.0 times on an adjusted basis and free
cash flow to debt to be sustained above 10%, Moody's could upgrade
the ratings.

Increased regulatory scrutiny such as product recalls or FDA
warning letters or significant disruption as a result of the
transition to a stand-alone company could lead Moody's to
downgrade the ratings. If Moody's expects financial leverage to be
sustained above 5.0 times or weakened liquidity Moody's could
change the outlook or downgrade the ratings.

Physio-Control is a leading manufacturer and supplier of emergency
medical response products worldwide. More than 80% of Physio-
Control's revenues are from manual external defibrillators and
related services and accessories, namely batteries and electrodes.
Physio-Control has been a business unit of Medtronic, Inc. (A1
negative) since 1998 and is now being sold to Bain Capital in a
transaction valued at $460 million. For the twelve months ended
October 28, 2011 Physio-Control generated revenue of $443 million.

The principal methodology used in rating Physio Control
International Inc was the Global Medical Products & Device
Industry Methodology published in October 2009. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


PHYSIO-CONTROL: S&P Assigns Prelim. 'B+' Corp. Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
corporate credit rating to Physio-Control; and it preliminary 'B+'
debt rating and preliminary '4' recovery rating to the $315
million senior secured notes. "The stable rating outlook reflects
our expectations that financial parameters will modestly improve
over the next year on sales and EBITDA growth in the mid-single
digits," S&P said.

"The ratings on Redmond, Wash.-based defibrillator manufacturer
Physio-Control International Inc. reflect our expectations that
the company will have at least mid-single-digit growth over the
next few years, and may deleverage as a result of EBITDA growth,
debt paydown, or both," said Standard & Poor's credit analyst
Cheryl Richer. "Per our base case, we expect an EBITDA operating
margin in the mid teens to be relatively stable in the near term.
We believe adjusted debt leverage will range between 4.0x and 4.5x
for fiscal 2012, ending April 30, 2012. However, we expect funds
from operations to debt will initially be at the low end of our
'aggressive' financial risk profile metric (12%-20%), a decline
over prior years, because as an independent entity, the company
will now pay interest expense."

Despite its leading market share in external defibrillators, the
necessity of this life saving product with no substitutes, and
elements of sticky and recurring revenue, Physio-Control's 'weak'
business risk profile largely reflects a concentration in one
product category and significant competition. Manual
defibrillators, used primarily in hospital and pre-hospital
settings (e.g., ambulances) account for about slightly less than
half% of revenues, and automatic units (AEDs, about 10%) are more
typically used by lay-users. The company has a large installed
base, and customer stickiness is a positive rating factor.
Geographic diversity is evidenced by a roughly 40%/60% split of
non-U.S. to U.S sales to total revenues. Equipment is typically
replaced on a six-to-eight year cycle, and can be upgraded on a
more frequent basis to comply with best practices indicated by the
American Heart Association and European Resuscitation Council
(ERC). Roughly 40% of revenue are from consumables and services,
which provide a relatively stable revenue stream.

While the market for external defibrillators is mature, worldwide
industry sales should benefit from international sales growth, and
in particular, expansion into emerging markets. Barriers to entry
are high, but Physio-Control has two meaningful competitors, Zoll
Medical Corp. and Royal Philips Electronics (Philips).


POST HOLDINGS: S&P Assigns Prelim 'B+' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
corporate credit rating to St. Louis-based Post Holdings Inc., a
manufacturer of ready-to-eat (RTE) cereal. "We assigned our
preliminary 'BB' issue-level ratings to Post's proposed $350
million senior secured credit facilities, which consist of a $175
million revolving credit facility and $175 million term loan A,
both of which are due in five years. The preliminary recovery
rating on these facilities is '1', indicating our expectation for
very high (90% to 100%) recovery in the event of a payment
default. The outlook is stable," S&P said.

"These ratings are based on preliminary terms and are subject to
review upon the receipt of final documentation. We understand that
net proceeds from the proposed financing along with Post's planned
issuance of $775 million senior unsecured notes (currently
unrated) will be used to fund a dividend to Ralcorp, retain cash
on Post's balance sheet, and to cover fees and expenses. Ralcorp
expects to retain about 20% of Post's outstanding shares following
Post's spin-off," S&P said.

"We estimate that the standalone company will have significant
debt obligations following the spin-off," said Standard & Poor's
credit analyst Bea Chiem. "Key credit factors considered in our
weak business risk assessment include our view of Post's narrow
product portfolio, participation in the highly competitive RTE
cereal category, exposure to volatile commodity costs, and limited
brand and geographic diversity. The stable outlook reflects our
expectation that Post will maintain leverage below 5x, adequate
liquidity, and positive free cash flow."


PREFERRED PROPPANTS: S&P Assigns 'B+' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Radnor, Pa.-based Preferred Proppants LLC. "We
are also assigning our 'BB-' issue-level rating with a recovery
rating of '2', indicating our expectations of a substantial (70%
to 90%) recovery in a payment default scenario, to the company's
senior secured credit facilities. The outlook is stable. At the
same time, we are withdrawing our corporate credit rating on
Preferred Sands Holding Co. LLC and Preferred Resin Holding Co.
LLC following the reorganization of the debt to the parent
company, Preferred Proppants LLC," S&P said.

"The rating and outlook reflect our view of Preferred Proppants'
financial risk profile as aggressive and business risk profile as
fair, as our criteria define these terms," said Standard & Poor's
credit analyst Gayle Bowerman. "This assessment takes into account
the company's aggressive capital structure, influenced by high
debt levels, concentrated ownership structure, relatively short
operating history, and dependence on a single, cyclical end
market. The company's good asset base, logistics network, and
position as a supplier to the rapidly growing oil and gas industry
offset these negative factors."

The company used its new credit facilities in part to fund its
$220 million acquisition of Winn Bay Sands, a northern white sands
producer with assets in Wisconsin and Saskatchewan, Canada, which
closed on Dec. 15, 2011. The acquisition adds approximately 1.3
million tons of raw sand production volume in 2012 and 44 million
tons of sand reserves to Preferred Proppants' portfolio, expanding
the company's customer base and increasing its proximity to
Canadian shale basins.

"Pro forma for the transaction and under our base case scenario,
we expect the company generated 2011 revenues of $230 million and
will generate $475 million in 2012, with adjusted EBITDA of $100
million in 2011 and $200 million in 2012. We project these margins
to be in the 50% area for both years, reflecting strong demand for
sand for use as proppants in the oil and gas industry. We estimate
2011 adjusted leverage to be around 4.2x and funds from operations
(FFO) to total debt around 20%, but expect the company to pursue a
rapid deleveraging program in 2012 and 2013. As a result, we
expect adjusted leverage to strengthen to around 2x and FFO to
debt to be about 30% in 2012. While we acknowledge these credit
metrics would be strong for our view of the firm's aggressive
financial risk profile, we believe these levels are appropriate
for the rating given Preferred Proppants' modest size, exponential
growth rate, and short operating history," S&P said.

"In recent years Preferred Proppants has undergone significant
expansion of its production facilities and plans to continue to
grow its raw sand capacity and to open a resin-coated facility at
its Arizona plant in 2012. The company now has five mines, the
three largest with approximately equal annual production, and
around 270 million tons of reserves spread across the U.S. and
Canada. Pro forma production capacity of 2.7 million tons for 2011
reflects a 73% annual growth rate, and the company expects volumes
to increase an additional 47% in 2012. We expect Preferred Sands
to reach its run rate of 6 million tons of sand production by
2013," S&P said.

"The company's rapid expansion and relatively short operating
history since its founding in late 2007 limit our insight into its
ability to manage cash and working capital at higher production
levels. Preferred Proppants' aggressive growth has also
contributed to numerous debt refinancings and a continuously
changing capital structure throughout its short tenure. The
private ownership structure is highly concentrated between
management and minority limited partners, which we factor into our
assessment of an aggressive financial profile, because it
increases pressure to return capital to shareholders in the medium
term," S&P said.

"The rating outlook is stable, reflecting our assessment of the
company's rapid growth rate and short operating history. We expect
Preferred Proppants to continue to benefit in the coming quarters
from strong demand from oil and gas end markets and that the
company will realize increased production levels as a result of
capacity expansions," S&P said.

"We could raise the ratings if the company is successful in
solidifying its position in the industry by further increasing its
size and production capacity to support earnings without a
significant increase in debt, and by strengthening its liquidity
position," Ms. Bowerman continued. "We believe credit measures may
improve significantly over the next 12 to 18 months, resulting in
adjusted leverage strengthening to around 2x in 2012."

"We could lower the rating if the company's liquidity position
deteriorates due to increases in working capital, if its EBITDA
growth is slower than expected, if it initiates a program to
return capital to shareholders in lieu of expected debt
repayments, or if demand from end markets stalls. Specifically,
we could lower the rating if leverage rises above 5x or the
company's liquidity position no longer meets our criteria for
adequate liquidity," S&P said.


RELIANCE GROUP: High Court Nixes Deloitte's Appeal Over Fraud Suit
------------------------------------------------------------------
Evan Weinberger at Bankruptcy Law360 reports that the U.S. Supreme
Court on Monday rejected Deloitte & Touche LLP's appeal of a top
New York state court's ruling that allowed a liquidating trust
representing more than 800 bondholders to sue the auditor for
fraud in state court.  In a summary order, the high court declined
to hear Deloitte's challenge to the New York Court of Appeal's
June ruling that the RGH Liquidating Trust, representing some 800
bondholders of defunct insurer Reliance Group Holdings Inc., had
standing to bring fraud claims against Deloitte, Law360 relates.

                  About Reliance Group Holdings

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- owned 100% of the stock of Reliance
Financial Services Corporation, which, in turn, owned 100% of the
stock of Reliance Insurance Company.  RIC generated upwards of 90%
of the income of RGH, whose principal business was its ownership,
through RFS, of RIC and its property and casualty insurance
subsidiaries.

On May 29, 2001, the Commonwealth Court of Pennsylvania placed RIC
in rehabilitation, and named the Pennsylvania Insurance
Commissioner as RIC's rehabilitator.  RIC entered liquidation on
Oct. 3, 2001, and the Commissioner was appointed liquidator.

RGH and RFS filed for chapter 11 protection on June 12, 2001
(Bankr. S.D.N.Y. Case No. 01-13403) listing $12,598,054,000 in
assets and $12,877,472,000 in debts.  On April 22, 2005, RFS's
plan of reorganization, approved by the bankruptcy court, went
into effect and RFS emerged from bankruptcy as Reorganized RFS
Corporation.  Under RFS's bankruptcy plan, its litigation claims
and those of its general unsecured creditors were assigned to RGH.
The bankruptcy court confirmed RGH's First Amended Plan effective
Dec. 1, 2005, which created a liquidating trust.


RESIDENTIAL CAPITAL: Secured Bondholders Oppose Bankruptcy
----------------------------------------------------------
A broad range of bondholders including institutional holders and
secondary holders with over $800 million of secured bonds of
Rescap have organized in response to recent press reports that
sources close to Ally were considering causing Rescap to file for
bankruptcy protection.  The Secured Bondholder Group seeks to work
constructively with Rescap and its advisors to ensure that secured
bondholders receive the par recovery they are entitled to receive.
The group is represented by White & Case and expects to increase
in size and number.

The Rescap Creditor Group is concerned with media reports that
assert that Ally may attempt to abandon Rescap without taking
responsibility for Rescap's liabilities.  Gerard Uzzi, of White &
Case, who is representing the Group stated "Ally, Ally Bank and
Rescap are too intertwined to be easily unwound.  A forced Rescap
filing would be a big mistake and create significant litigation
against Ally."

                      FGIC Sues Ally, ResCap

Dow Jones' Daily Bankruptcy Review reports that bond insurer
Financial Guaranty Insurance Co. has filed additional lawsuits
against government-owned lender Ally Financial Inc. over $2.8
billion of mortgage-backed securities deals that went bad.

                           About ResCap

Residential Capital LLC is a wholly owned subsidiary of GMAC
Mortgage Group, LLC, which is a wholly owned subsidiary of Ally
Financial Inc. Through its core originations and servicing
business, ResCap originates, purchases, and services residential
mortgage loans.  As of Sept. 30, 2011, ResCap had a total
servicing book of $389.4 billion, making it the fifth largest
servicer in the U.S.

Ally Financial, formerly GMAC Inc. -- http://www.ally.com/-- is
one of the world's largest automotive financial services
companies.  Ally's other business units include mortgage
operations and commercial finance, and the company's subsidiary,
Ally Bank, offers online retail banking products.  Ally operates
as a bank holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

GMAC has tapped Goldman Sachs Group Inc. and Citigroup Inc. to
advise on a range of issues, including strategic alternatives
for the mortgage business and repayment of taxpayer funds.

The Company's balance sheet at June 30, 2011, showed
$178.88 billion in total assets and $158.46 billion in total
liabilities.

                         Advisors on Board

The Wall Street Journal reported in November that people familiar
with the situation said Ally has hired Kirkland & Ellis and
investment bank Evercore Partners Inc. on a possible restructuring
of ResCap.   WSJ also noted ResCap brought in a new adviser,
Centerview Partners LLP, to consider its options.  Centerview's
new restructuring practice is led by former Miller Buckfire & Co.
bankers Samuel Greene and Marc Puntus.

Roughly $2.3 billion of ResCap debt is scheduled to come due in
2011, 2012 and 2013.  ResCap has $623 million of cash and cash
equivalents as of Sept. 30, 2011.

            Ratings Cut, Fitch Warns of Covenant Breach

In November 2011, Standard & Poor's Ratings Services lowered its
long-term counterparty credit rating on ResCap to 'CCC' from 'B+';
and Fitch Ratings cut its Long-term Issuer Default Rating on
Rescap to 'CCC' from 'B'.  In December 2011, Dominion Bond Rating
Service affirmed its Issuer and Long-Term Debt ratings of ResCap
at "C".

S&P also lowered its rating on ResCap's junior subordinated and
senior unsecured debt to 'CC' from 'B-'.  S&P indicated Ally may
not continue to support ResCap with debt financing or additional
equity.

Fitch cited the deteriorating year-to-date operating performance,
magnified by a $442 million net loss reported in its third fiscal
quarter; significant reduction in the tangible net worth covenant
cushion; and uncertainty regarding future capital/financial
support from Ally.  Fitch said ResCap is close to violating the
$250 million minimum tangible net worth covenant -- it posted $331
million in 3Q'11, from $772 million in 2Q'11 and $846 million at
Dec. 31, 2010 -- required under its credit facilities and
servicing agreement with a GSE.  Fitch believes that if ResCap
were to violate this covenant, it would require Ally to either
inject capital or consider restructuring/bankruptcy of ResCap.
This view is not informed by any specific knowledge of any
restructuring/bankruptcy plans.  Fitch believes that a potential
restructuring or bankruptcy filing by ResCap would not have any
direct implication on Ally, as the two entities are structurally
and legally separate.


REYNOLDS & REYNOLDS: S&P Raises Corporate Credit Rating to 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Dayton, Ohio-based auto dealer software and services
provider Reynolds & Reynolds Co. to 'BB' from 'BB-'. The outlook
is stable.

"Additionally, we revised our issue-level rating on the first-lien
facility to 'BBB-' from 'BB+'. The recovery rating remains '1',
indicating expectations for very high (90%-100%) recovery in the
event of a payment default," S&P said.

"The upgrade reflects the company's improved operating efficiency
and debt reduction, leading to leverage at the high-2x area, which
is moderate for the rating," said Standard & Poor's credit analyst
David Tsui.

"The rating on Reynolds reflects our expectation that the
company's leading position in its niche market, a largely
recurring revenue base, and solid operating margins will provide
stability despite a narrow industry and product focus and exposure
to auto industry cyclicality," S&P said.

"The stable outlook reflects Reynolds' highly recurring revenue
base, consistent profitability, and FOCF-generating ability. We
expect the company to continue generating significant levels of
positive FOCF, despite a difficult industry environment in the
auto industry. An upgrade is unlikely in the near term given its
narrow focus in the auto software and services industry and a
short track record of a moderate financial policy," S&P said.

"We could consider a downgrade if Reynolds experiences higher-
than-expected customer losses, leading to a profitability decline,
or more aggressive financial policies that lead to debt-to-EBITDA
above 4x," S&P said.


RHODES COS: Founder Loses Bid to Disqualify Bankruptcy Judge
------------------------------------------------------------
Tim O'Reiley at Las Vegas Review-Journal reports that an
unsuccessful attempt on Jan. 6, 2012, by attorneys for developer
James Rhodes to disqualify a judge from the Chapter 11 case
involving his former company injected a rare emotional element
into bankruptcy proceedings, which normally revolve around
numbers, contract clauses and statutes.

According to the report, the trustee in charge of winding down the
remains of Rhodes Cos. and several affiliates is expected to sue
Mr. Rhodes for millions of dollars that creditors claimed were
siphoned off for the developer's own benefit prior to the
bankruptcy filing nearly three years ago.

Las Vegas Review-Journal recounts that, early in the case,
creditors filed a report prepared by the consulting firm
AlixPartners that said Mr. Rhodes had taken numerous steps to
benefit himself financially, such as transferring $7 million to
other companies outside the reach of the creditors, paying
millions more to his former and current wives, buying luxury cars
and spending on other nonbusiness purposes.

The report relates Mr. Rhodes' attorneys maintain that all money
movement was proper and properly recorded.  In anticipation of a
creditor's lawsuit, Mr. Rhodes' attorney, Kevin Anderson, Esq.,
asked U.S. Bankruptcy Court Judge Linda Riegle to step down from
the case, citing statements she made in a prior hearing.

The report notes that, in denying the request at a Friday hearing,
Judge Riegle said, "You may not like me.  You may not respect me,"
before pausing for several moments.  Resuming in a quivering
voice, she said, "I've been doing this for 24 years, and I have
always, always, always applied the law to the facts."

The report also notes the judge later apologized for becoming
emotional and attributed it to a recent unspecified illness.

According to the report, Judge Riegle held that, because there's
no pending trustee lawsuit against Mr. Rhodes, there's no body of
evidence yet in the record that would lead her to build a
prejudice.  At a prior hearing, the judge said "only that even if
Rhodes might have been dishonest with creditors 'in a white lie
sense, (that) doesn't mean he was dishonest in a legal sense.'"

Based in Nevada, The Rhodes Companies LLC is a private master
planned community developer and homebuilder in the Las Vegas
valley.  The company was founded in 1991.  The company and its
affiliates filed for Chapter 11 protection on March 31, 2009
(Bankr. D. Nev. Lead Case No. 09-14778).  Zachariah Larson, Esq.,
at Larson & Stephens, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed both assets and debts between
$100 million and $500 million.


SAND SPRING: Taps BDO to Provide Audit and Tax Services
-------------------------------------------------------
Sand Spring Capital III, LLC, et al., ask the U.S. Bankruptcy
Court for the District of Delaware for permission to employ BDO
USA, LLP, and BDO Cayman Ltd. as auditors and tax professionals.

The Debtors have engaged BDO to render services to the Debtors for
the fiscal year ending Dec. 31, 2011, and thereafter as the
Debtors may request, including auditing the Debtors' consolidated
financial statements for the fiscal year ending Dec. 31, 2011.

The Debtors that are Delaware limited liability companies, as well
as certain affiliated non-debtor entities that are based in the
U.S., have entered into an agreement letter by which BDO US will
provide audit services to those entities.  Additionally, the
Debtors that are Cayman Islands companies, and an affiliated non-
debtor entity based in the Cayman Islands, are finalizing an
engagement letter ("Cayman Audit Engagement Letter" and with the
US Audti Engagement Letter, together the "Audit Engagement
Letters"), on substantially the same terms as the US Audit
Engagement Letter, by which BDO Cayman will provide audit services
to those entities.

In addition, the U.S.-based Debtors have engaged BDO US to provide
them with tax accounting services related to their calendar year
2011 tax reporting obligation.  The U.S.-based Debtors have
entered into an engagement letter with respect to these tax
services.

The Debtors and BDO estimate the professional fees associated with
the 2011 Audit services to total $245,000 in the aggregate.  The
Audit Engagement Letters contemplates that the Estimated Audit Fee
will be paid in three installment, as follows:

     Occurrence                             Percentage Payable
      ----------                             ------------------
     Commencement of Interim Work                   25%
     Star of year-end work                          50%
     Completion of the 2011 Audit Services          25%

On Oct. 24, 2011, BDO received the initial 25% payment of the
Estimated Audit Fee.

The Estimated Audit Fee is a minimum fee based on the assumption
that BDO will provide those services specifically set forth in the
Engagement Letter, and does not cover any services (i) the Debtors
may additionally request or (ii) that were not anticipated at the
time the Audit Engagement Letters were negotiated but nonetheless
become necessary in the course of performing the 2011 Audit
Services.  These additional services will be billed at these
hourly rates:

        Partners                       $550 to $650
        Managers/Directors             $250 to $450
        Associates/Sr. Associates      $150 to $225

BDO US will also be compensated on a flat-fee basis for providing
the 2011 Tax Services.  The base fee for the tax return
preparation and electronic filing services will be $43,000 in the
aggregate.

The Estimated Tax Fee is a minimum fee based on the assumption
that Firm will provide those services specifically set forth in
the US Tax Engagement Letter, and does not cover any services (i)
relating to the scheduling of market discounts on debt; (ii) the
Debtors may additionally request; or (iii) that were not
anticipated at the time the US Tax Engagement Letters were
negotiated but nonetheless become necessary in the course of
performing the 2011 Tax Services.

These additional services will be billed at these hourly rates:

        Partners                       $550 to $650
        Managers/Directors             $250 to $450
        Associates/Sr. Associates      $150 to $225

BDO will also seek reimbursement for its necessary and reasonable
out-of-pocket expenses incurred.

The Court scheduled a Jan. 23, 2012, hearing to consider the
employment application.

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

                 About Sand Spring Capital III, LLC

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


SAVANNAH INTERESTS: Sec. 341 Creditors' Meeting Set for Jan. 31
---------------------------------------------------------------
The U.S. Trustee for the Southern District of Georgia will hold a
Meeting of Creditors pursuant to 11 U.S.C. Sec. 341(a) in the
bankruptcy case of Savannah Interests LLC on Jan. 31, 2012, at
10:00 a.m. at Savannah Meeting Rm B.

Proofs of claim are due in the case by April 30, 2012.  Government
proofs of claim are due by June 27, 2012.

Savannah Interests LLC, based in Conifer, Colorado, filed for
Chapter 11 bankruptcy (Bankr. S.D. Ga. Case No. 11-42698) Dec. 30,
2011.  Lawyers at Morris, Manning & Martin LLP represent the
Debtor as counsel.  In its petition, the Debtor estimated $10
million to $50 million in assets and $1 million to $10 million in
debts.  The petition was signed by David Hennessy, CEO of
Gulfstream Capital Corp., managing member.


SAVANNAH INTERESTS: Hires Morris Manning as Bankruptcy Counsel
--------------------------------------------------------------
Savannah Interests LLC seeks Bankruptcy Court authority to employ
Morris, Manning & Martin LLP as general reorganization counsel.

John D. Northup III, an associate with the Firm, has been admitted
to practice in the Southern District of Georgia Bankruptcy Court.
Lisa Wolgast, a partner-elect with the Firm, has been admitted to
the U.S. District Court for the Northern District of Georgia.

On Dec. 29, 2011, the Debtor's managing member paid the Firm
$20,000 as retainer.  The source of the retainer funds is
Gulfstream Capital Corporation.

The Debtor has no prior attorney client relationship with the
Firm.  The Firm neither holds nor represents any interest
materially adverse to the Debtor, or the Debtor's estate and has
had no dealings with the Debtor's creditors, equity security
holders or their counsel, except incidental dealings with the
Debtor's creditors or their counsel, none of which involve the
Debtor.

The Firm may be reached at:

          Lisa Wolgast, Esq.
          John D. Northup III, Esq.
          MORRIS, MANNING & MARTIN, LLP
          24 Drayton Street, Suite 712
          Savannah, GA 31401
          Tel: 912-651-8945
          E-mail: jnorthup@mmmlaw.com

Savannah Interests LLC, based in Conifer, Colorado, filed for
Chapter 11 bankruptcy (Bankr. S.D. Ga. Case No. 11-42698) Dec. 30,
2011.  In its petition, the Debtor estimated $10 million to $50
million in assets and $1 million to $10 million in debts.  The
petition was signed by David Hennessy, CEO of Gulfstream Capital
Corp., managing member.


SEANERGY MARITIME: Lenders Agree to Loan Amendments & Waivers
-------------------------------------------------------------
Seanergy Maritime Holdings Corp. disclosed that two of the
Company's lenders have agreed in principal to waive certain
financial and other covenants of three loan facilities and to
amend certain terms of two of its loan facilities.  As part of the
lenders' agreement, the Company also disclosed that it has entered
into a share purchase agreement with four entities affiliated with
members of the Restis family, the Company's major shareholders,
for an equity injection of US$10 million.

In particular, Marfin Egnatia Bank SA has agreed to an extension
of the revolving and term facilities' maturity date from 2015 to
2018, the deferral of principal debt payments for 2012 and
amendment of the facilities' installment profiles, an extension of
the waiver on the Company's security margin covenant for the
period from Jan. 3, 2012 through Jan. 1, 2014, as well as to waive
all other financial covenants until January 1, 2014 including
margin re-pricing.  Additionally, Marfin has agreed to grant
waivers on all previous covenants' breaches.

On the loan facility of Bulk Energy Transport (Holdings) Limited,
the Company's subsidiary, with Citibank International plc, as
agent of the lenders, Citi has agreed to waive all covenants for
the period up to and including Jan. 1, 2013, with the exclusion of
the security requirement to security value covenant to be amended
from 125% to 100% and be tested quarterly, including margin re-
pricing.  Additionally, Citi has agreed to grant waivers on all
previous covenants' breaches.

The approval of the Loan Amendments is subject to completion of
documentation satisfactory to the lenders and the Company expects
shortly the completion of such documentation.

As part of the equity injection plan, four entities affiliated
with members of the Restis family, have agreed to purchase an
aggregate of 4,641,620 common shares of the Company in exchange of
US$10 million.  The common shares will be issued at a price equal
to the average closing price of five trading days preceding the
execution of the Agreement. The shares are expected to be issued
by Jan. 31, 2012.

Mr. Dale Ploughman, Chairman and Chief Executive Officer of the
Company stated: "We are very pleased to announce the expected
agreements with two of our senior lenders as well as the equity
injection by our major shareholders.  During these times of
adverse market conditions, the support of our lenders and major
shareholders indicate their belief in the long term prospects of
our Company.  The expected equity injection reinforces our capital
structure while the new agreements with our lenders will optimize
the use of our cash flow and the financial stability of Seanergy.
We believe that our Company is now better positioned to overcome
the challenging and volatile market environment while we continue
building Seanergy into a leading participant in the dry bulk
sector."

                      About Seanergy Maritime

Seanergy Maritime Holdings Corp. is a Marshall Islands corporation
with its executive offices in Athens, Greece.  The Company is
engaged in the transportation of dry bulk cargoes through the
ownership and operation of dry bulk carriers.


SHELBRAN INVESTMENTS: Chap. 11 Trustee Taps Pletcher as Realtor
---------------------------------------------------------------
Aaron Cohen, the Chapter 11 Trustee of the Chapter 11 case of
Shelbran Investments, L.P., seeks permission from the U.S.
Bankruptcy Court for the Middle District of Florida to employ Joan
Pletcher as realtor to perform all tasks and duties involved in
the marketing, soliciting of bids and advertising of the the
Debtor's residential/commercial real estate located in Highway
475, Ocala, Florida, as well as handle the negotiations related to
consummation of a sale.

The Trustee estimates that the fair market value of the property
is approximately $4.2 million to $4.5 million, and that the total
debt on the property is approximately $2.2 million.

The realtor's standard commission for commercial/residential real
estate is generally 6% of the gross sale price, payment of which
will be made upon the Trustee's receipt of the sale proceeds.

                     About Shelbran Investments

Ocala, Florida-based Shelbran Investments, L. P., filed for
Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 10-
10937) on Dec. 21, 2010.  The Debtor estimated its assets and
debts at $10 million to $50 million.  Robert Wilcox, Esq., and
Emily M. Friend, Esq., at Brennan, Manna & Diamond, P.L.,
represent the Debtor.

The U.S. Trustee for Region 21 said it won't appoint an Official
Committee of Unsecured Creditors of Shelbran Investments because
of an insufficient number of creditors willing or able to serve on
the committee.

A Chapter 11 Trustee was appointed on August 16, 2011.


SHOREBANK CORPORATION: Case Summary & Creditors List
----------------------------------------------------
Debtor: The ShoreBank Corporation
        135 S. LaSalle Street, Suite 2040
        Chicago, IL 60603

Bankruptcy Case No.: 12-00581

Chapter 11 Petition Date: January 9, 2012

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

Judge: Jacqueline P. Cox

Debtor's Counsel: George Panagakis, Esq.
                  SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                  155 N. Wacker Drive, Suite 2700
                  Chicago, IL 60606
                  Tel: (312) 407-0638
                  Fax: (312) 407-0711
                  E-mail: gpanagak@skadden.com

Debtors'
Claims Agent:     GARDEN CITY GROUP INC.

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

Estimated Debts: $50,000,001 to $100,000,000

The petition was signed by George P. Surgeon, president and CEO.

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                        Case No.
        ------                        --------
The ShoreBank Corporation             12-00581
ShoreBank Development Corporation     12-00589
ShoreBank Pacific Corporation         12-00590
ShoreCap Management, Ltd.             12-00591
ShoreBank Capital Corporation         12-00593
ShoreBank Lands Corporation           12-00594
ShoreBank New Markets Fund, Inc.      12-00597
SBK NMTC Fund I, LLC                  12-00599
SBK NMTC Fund II, LLC                 12-00602
Shore Overseas Corporation            12-00605
SBK NMTC Fund III, LLC                12-00606
SBK NMTC Fund IV, LLC                 12-00607

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Wells Fargo Bank, National         Subordinated        $16,518,054
Association, as Trustee for        Indenture
ShoreBank Capital Trust III
919 N. Market Street, 7th Floor
Wilmington, DE 19801

The Bank of New York, as Trustee   Subordinated        $13,531,686
For ShoreBank Capital Trust I      Indenture
101 Barclay Street, Floor 8W
New York, NY 10286

JPMorgan Chase Bank, N.A.          Loan Agreement      $12,303,914
10 S. Dearborn Street
Mailcode IL 1-1415
Chicago, IL 60603

Wilmington Trust Company, as       Subordinated         $9,020,008
Trustee for ShoreBank Capital      Indenture
Trust II
Rodney Square North
1100 North Market Street
Wilmington, DE 19890

Federal Deposit Insurance          Tax Refunds          $8,500,000
Corporation
3501 Fairfax Drive, Suite D7060
Arlington, VA 22226

Todd Brown                         Severance              $335,536
1724a East 54th Street
Chicago, IL 60615

Gertrude Davis                     Retirement Benefits    $208,102

Norma Fletcher                     Retirement Benefits    $149,206

Success Factors                    Software Use Contract   $79,140

Secretary of State of Illinois     Franchise Taxes         $61,832

GE Capital                         Contract                $22,483

Jennifer Tescher                   Deferred Comp.          $17,577

Ray Waters                         Deferred Comp.          $15,715

Canon Business Solutions           Contract                $14,968

Wilmington Trust Company           Trustee Fees             $5,000

Union Bank                         Escrow Agent Fees        $2,500

CT Corporation System              Registered Agent Fee       $358

Jamil Moore                        Litigation              Unknown

Michigan Indiana Condominium       Litigation              Unknown
Association

Enterprise Community Investment    Partnership Agreement   Unknown


SHUBH HOTELS: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Shubh Hotels Lincoln Mezzanine, LLC
        701 NW 53 Street
        Boca Raton, FL 33487

Bankruptcy Case No.: 12-10103

Chapter 11 Petition Date: January 4, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman Jr.

Debtor's Counsel: Susan D. Lasky, Esq.
                  SUSAN D LASKY PA
                  2101 N Andrews Ave #405
                  Wilton Manors, FL 33311
                  Tel: (954) 565-5854
                  Fax: (954) 462-8411
                  E-mail: ECF@suelasky.com

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

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

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb12-10103.pdf

The petition was signed by Atul Bisaria, managing member of Shubh
Hotels Lincoln Investment, LLC.


SLAVERY MUSEUM: Former Gov. Wants Hearing Moved to Jan. 18
----------------------------------------------------------
Chelyen Davis at fredericksburg.com reports that former Gov. Doug
Wilder wants a federal court to postpone its next hearing to Jan.
18, 2012, on the bankruptcy of the U.S. National Slavery Museum so
that he can address the city of Fredericksburg's questions about
the whereabouts of $1.6 million in donations.

According to the report, Mr. Wilder's attorney, Sandra Robinson,
Esq., cited a scheduling mistake and said she wanted the next
hearing postponed because Mr. Wilder is not available to appear on
Jan. 18 -- he'll be at a speaking engagement out of state -- and
he "desires to be present and heard on the City of
Fredericksburg's motion."

The slavery museum, which was supposed to be built in
Fredericksburg, filed for bankruptcy last summer.  No museum has
been built, and Fredericksburg plans to auction the land at
Celebrate Virginia for back taxes. The museum has about $7 million
in debts.

Jeffrey Scharf, who is representing the Fredericksburg treasurer's
office, filed a motion last month asking for an investigation into
the slavery museum's finances and suggesting that the museum's
bankruptcy should be moved from Chapter 11 -- which would allow
the museum to reorganize -- to Chapter 7, which would require the
museum to liquidate and would let Fredericksburg move forward with
selling the museum's land in the city for back taxes.

The report notes that Mr. Scharf cited a 2005 federal tax return
filed by the museum that shows the museum started that year with
about $1.59 million.  It brought in $938,186 in donations and
reported $603,897 in expenses. That should have left the museum
with a year-end balance of $1.9 million.  But it reported an
ending cash balance of $315,865, leaving $1.61 million unaccounted
for.

The report adds that Mr. Scharf thinks it's unlikely the museum
can reorganize under Chapter 11, given the "serious questions
about the management of the debtor" and the fact that the museum
has no money, no assets and no ability to raise money.

The report says Mr. Scharf wrote that while the museum's
representatives have said their only way to repay creditors is
fundraising, the museum's ability to solicit charitable donations
lapsed some time ago, and no effort has been made to reinstate it.
The museum also missed a November tax payment to the city of
Fredericksburg.

The United States National Slavery Museum in Richmond, Virginia,
filed for Chapter 11 protection (Bankr. E.D. Va. Case No.
11-36013) on Sept. 21, 2011.  Judge Douglas O. Tice, Jr., presides
over the case.  Sandra Renee Robinson, Esq., at Robinson Law &
Consulting Firm, P.C., represents the Debtor.  The Debtor
estimated both assets and debts of between $1 million and
$10 million.


SMART & FINAL: S&P Puts 'B-' Corp. Credit Rating on Watch Pos.
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Commerce,
Calif.-based Smart & Final Holding Corp., (Smart & Final)
including its 'B-' corporate credit rating, on CreditWatch with
positive implications following its announcement that it has
paid down the outstanding borrowings of its CMBS loan with the
proceeds from the sale and leaseback of company-owned properties.

"Our placement of Smart & Final on CreditWatch with positive
implications reflects our view that the company has enhanced its
liquidity by closing on sale and leaseback transactions and using
the proceeds to pay the outstanding balance on its CMBS term
loan," said Standard & Poor's credit analyst Charles Pinson-Rose.
He added, "Consequently, the company has no significant near-term
maturities, and given its sources, uses, and qualitative aspects
of liquidity, we now view the company as having 'adequate'
liquidity (as our criteria describe the term)."

"Moreover, we believe the terms of the transaction could be
credit-accretive, given our methodology of adjusting debt for
operating lease commitments. We also believe the company will
continue to grow profits and enhance credit ratios, and therefore,
we may consider a higher rating in the future," S&P said.

"The company's operating performance improved significantly
through the first three quarters of 2011, which exceeded our
expectations. We believe that comparable-store sales rose in the
high-single-digit area annually in 2011 and EBITDA growth was even
more robust. We believe the sales and profit gains are a result of
the company's position as a low-priced, no-fee, club-style store.
Consequently, we believe that the company has benefitted from
sustained weakness in the economy and more moderate price
competition among traditional grocery stores, which we believe has
made the company's price points more appealing to consumers. As a
result of these factors, we anticipate continued sales and profit
growth in 2012, but to a much lesser extent, and believe sales and
EBITDA could grow in the low- to mid-single-digit area in 2012.
Although we do not have the precise terms of the sale and
leaseback transactions, we estimate that such a performance
scenario could lead to operating lease-adjusted debt to EBITDA in
the mid-5x area and EBITDA coverage of interest in the low-3x area
by the end of 2012. These ratios would be an improvement from the
current (trailing 12 months as of the end of the third quarter)
ratios of 6.4x and 2.8x respectively. Nonetheless, the estimated
ratios would not change our view of the company's financial risk
profile from 'highly leveraged,'" S&P said.

"We characterize the company's business risk profile as
'vulnerable,' which incorporates its geographic concentration of
stores in Southern California and the intense competition in the
food retail industry. However, given our performance expectations
and the possibility of a favorable economic and industry
environment for the company in the near term, in our view, we may
positively reassess the company's business risk profile," S&P
said.

                         CreditWatch

"We intend to resolve the CreditWatch once we have reviewed how
the transactions affect the company's lease expense and operating
lease commitments, so that we can more accurately assess the
company's financial risk profile. We also expect to examine our
view of the company's business risk profile, given its low-cost
position in a still relatively weak economy, and more moderate
price competition in the industry. We expect that we would
resolve the CreditWatch by the end of March 2012," S&P said.


SONORA DESERT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sonora Desert Dairy, L.L.C.
        19312 S. Tuthill Road
        Buckeye, AZ 85326

Bankruptcy Case No.: 12-00262

Chapter 11 Petition Date: January 6, 2012

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Charles G. Case, II

Debtor's Counsel: Daniel P. Collins, Esq.
                  COLLINS, MAY, POTENZA, BARAN & GILLESPIE
                  2210 Chase Tower
                  201 North Central Avenue
                  Phoenix, AZ 85004-0022
                  Tel: (602) 252-1900
                  Fax: (602) 252-1114
                  E-mail: dcollins@cmpbglaw.com

Debtor?s
Accountant:       GENSKE MULDER & CO.

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

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

The petition was signed by Robert J. Lueck, manager.

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                        Case No.
        ------                        --------
Sonora Desert Dairy II, L.L.C.        12-00263
Sonora Desert Dairy III, L.L.C.       12-00264
Lueck Cattle Company, L.L.C.          12-00265
Bob Lueck Farms, L.L.C.               12-00266

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Bales Farms                        --                     $184,183
20600 W. Beloat Road
Buckeye, AZ 85326

Lueck Farming Partnership          --                     $142,550
19312 S. Tuthill
Buckeye, AZ 85326

Willcox Feeds Inc.                 --                      $30,907
P.O. Box 220
Willcox, AZ 85644-0220

Western States Commodity Trading   --                      $29,357

Discovery West                     --                      $20,118

Calvert Oil Company                --                      $17,008

WR Farm Services                   --                      $13,083

Waddell General Partnership        --                       $9,051

The Pump Company                   --                       $8,457

Delavel Direct Dist.               --                       $6,698

Environmental Technologies, Inc.   --                       $4,932

Steven Grandy                      --                       $4,425

Dairy Veterinary Services          --                       $4,172

Sue?s Testing Lab                  --                       $3,245

SCF Premier Insurance Company      --                       $2,702

Belly Up Company                   --                       $2,425

Alameda Electric LLC               --                       $2,009

Thatcher Company of Arizona        --                       $1,886

Belmont Waste Disposal             --                       $1,237

Bingham Auto & Truck Parts         --                       $1,235


SUNGARD DATA: Fitch Affirms 'B' Issuer Default Rating
-----------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) for
SunGard Data Systems Inc. (SunGard) at 'B' and revised the Rating`
Outlook to Positive from Stable.  The improved outlook reflects
the following considerations:

Fitch expects SunGard to use the net proceeds of approximately
$1.25 billion from the pending sale of its Higher Education (HE)
business segment to reduce debt.  The business being divested
contributed approximately $150 million of $1.3 billion in
consolidated EBITDA, per Fitch estimates, in the latest 12-month
(LTM) period ending September 2011.  Pro forma for the sale and
debt reduction, Fitch estimates that leverage (total debt to
operating EBITDA) will be reduced to approximately 5.8 times (x)
from 6.2x currently (6.4x currently when adjusted for operating
leases).  The transaction is expected to close in first quarter
2012.

SunGard continues to pursue a split of its Availability Services
(AS) business, a plan which is contingent in part on the company
receiving a favorable tax ruling from the IRS on a potential
transaction. It is expected that any divestiture of the AS
business would be in conjunction with an equity sale in the
remaining business, potentially through a public offering.  While
many details remain to be clarified, Fitch believes that the
ultimate plan would result in the remaining SunGard business
having leverage near 5x or below.  Fitch believes that this
potential transaction could occur by the end of 2012 but is
subject to market and business conditions.

Fitch expects free cash flow to be above $300 million annually
going forward, sufficient to fund potential small acquisitions
and further debt reduction.  Fitch expects leverage (total
debt/operating EBITDA) to fall below 5.5x in 2012 with interest
coverage of approximately 2x.  Through the first nine months of
2011, SunGard has used free cash flow to reduce debt by $218
million.

Fitch believes that any potential upgrade of the rating would be
contingent upon clarification and execution of any transaction
related to the proposed AS spin.  It would be possible for the
rating to be upgraded without a spin of the AS business if metrics
continue to improve.  Conversely, it is possible that with a spin
of AS, the remaining company could be left with materially worse
metrics in which case the ratings would be maintained (or
lowered).  Fitch currently believes management intends for
leverage to be reduced post any spin of AS, as previously
mentioned.

SunGard's EBITDA-based credit metrics are relatively strong for a
'B' credit with consistently positive free cash flow.  However,
Fitch notes that SunGard capitalizes a significant amount of
software development which if expensed would materially reduce
those metrics.  When evaluating SunGard's leverage on a free cash
flow basis, free cash flow (excluding changes in working capital)
represents approximately 4% of total adjusted debt which is more
in-line with comparably rated credits.

The ratings are supported by the following:

  -- Strong recurring revenue profile supported by longer-term
     contracts and significant switching costs;
  -- Consistent free cash flow;
  -- Leading positions in each of its businesses due to its
     significant scale and product breadth; and
  -- Well-diversified customer portfolio.

Rating concerns include:

  -- Fitch's expectations that SunGard's debt levels and debt
     service requirements will remain significant over the
     intermediate term;
  -- Ongoing operating EBITDA margin erosion, due mainly to
     aggressive pricing related to retaining long-term customer
     contracts, as well as ongoing acquisitions;
  -- Significant exposure to and longer-term uncertainty around
     the size and structure of the financial services industry;
     and
  -- Integration risks associated with Fitch's belief that the
     company will continue its historical bias toward augmenting
     mature organic revenue growth rates with acquisitions.

The amorphous nature of SunGard's business presents a challenge in
discerning the operating trends affecting credit metrics.  Given
the highly diverse nature of the business, both in terms of
products and customers, there are no meaningful metrics available
from the company, outside of traditional financial statement
analysis, that one can use to gauge underlying operating trends.
Further, there are no macroeconomic figures that provide a
meaningful benchmark to gauge the relative performance of the
company.  As a result, it is difficult to interpret a change in
revenue growth rates or EBITDA margin as a result of cyclical,
customer or product specific issues rather than a broader
fundamental shift in secular trends or SunGard's competitive
positioning.  Consequently, Fitch believes there is less
flexibility inherent in SunGard's rating if negative trends in
revenue growth or profitability metrics were to occur in the
future.

Total debt at Sept. 30, 2011 was $7.9 billion and consisted
primarily of: 1) $4.3 billion of senior secured term loans, of
which approximately $1.9 billion expires 2014 and $2.4 billion
expires 2016; 2) $200 million outstanding under the company's on-
balance-sheet accounts receivable (AR) securitization facility,
which matures in September 2014; 3) approximately $241 million of
4.875% senior notes due 2014 ($250 million at maturity), which
were originally unsecured when issued in 2004 but which became
secured by real property in the leveraged buyout (LBO); 4)
approximately $496 million of 10.625% senior unsecured notes due
2015 ($500 million at maturity); 5) $900 million of 7.375% senior
unsecured notes due 2018; 6) $700 million 7.625% senior unsecured
notes due 2020; and 7) $1 billion of 10.25% senior subordinated
notes due 2015.

As of Sept. 30, 2011, Fitch believes SunGard's current liquidity
position was sufficient given the company's minimal near-term debt
service needs.  Liquidity consisted of $746 million of cash
(approximately half of which is located outside the U.S. and
subject to repatriation tax) and approximately $849 million
available under its $880 million revolving credit facility (RCF)
which expires May 2013.  SunGard also had $130 million of
availability under its aforementioned AR securitization facility,
which has since been reduced to $90 million due to the pending
divestiture of HE and removal of those receivables from the
program.  Liquidity is further supported by annual free cash flow,
which Fitch expects will be at least $300 million in 2012, given
expectations for flat operating profit.

SunGard's Recovery Ratings (RRs) reflect Fitch's belief that
the company would be reorganized rather than liquidated in a
bankruptcy scenario, given Fitch's estimates that the company's
ongoing concern value is significantly higher than its projected
liquidation value, due mostly to the significant value associated
with SunGard's intangible assets.  In estimating ongoing concern
value, Fitch applies a valuation multiple of 5x to the company's
discounted EBITDA.   Fitch discounts SunGard's normalized
operating EBITDA by 14%, approximately corresponding to the EBITDA
level that would breach the company's leverage covenant in the
secured credit agreement.

After reductions for administrative and cooperative claims, Fitch
arrives at an adjusted reorganization value of approximately $4.9
billion.  Based upon these assumptions, the senior secured debt,
including $880 million revolving credit and $4.3 billion of term
loan facilities recover approximately 71%-90%, resulting in 'RR2'
ratings for both tranches of debt. The senior notes' 'RR4'
Recovery Rating reflects the partial security these notes received
during the LBO process and Fitch's belief that the secured bank
debt is in a superior position due to its right to the company's
intellectual property.  The 'RR5' Recovery Rating for the $2.1
billion senior unsecured debt reflects Fitch's estimate that 11%-
30% recovery is reasonable, while the 'RR6' Recovery Rating for
the $1 billion of subordinated debt reflects Fitch's belief that
negligible recovery would be achievable due to its deep
subordination to other securities in the capital structure.

The ratings for SunGard have been affirmed as follows:

  -- IDR at 'B';
  -- $4.3 billion senior secured term loan due 2014 and 2016 at
     'BB-/RR2';
  -- $880 million senior secured revolving credit facility (RCF)
     due 2013 at 'BB-/RR2';
  -- $250 million 4.875% senior notes due 2014 at 'B/RR4';
  -- $500 million 10.625% senior unsecured notes due 2015 at
     'B-/RR5';
  -- $1 billion 10.25% senior subordinated notes due 2015 at 'CCC/
     RR6';
  -- $900 million 7.375% senior unsecured notes due 2018 at
     'B-/RR5';
  -- $700 million 7.625% senior unsecured notes due 2020 at
     'B-/RR5'.

The Rating Outlook is Positive.


TAS PROPERTIES: Files for Bankruptcy to Delay Tax Auction
---------------------------------------------------------
Carey O'Neil at timesfreepress.com reports TAS Properties
petitioned on Dec. 28, 2011, for Chapter 11 protection to delay a
tax auction of roughly 1,500 acres at The Preserve at Rising Fawn,
Georgia.

According to the report, about $350,000 in several years' worth of
back taxes is owed on the property on which development stalled
several times among a series of developers since the 1980s.

"This thing has failed.  This is the third time," the report
quotes Dade County Executive Ted Rumley as saying.  "It hurts a
small county like this."

The report notes Dade County operates on a roughly $8.5 million
budget.  After the properties sat in delinquency for years, the
county decided to collect the money owed largely by TAS in tax
auction scheduled Tuesday at the courthouse steps.  But Travis
Shields, co-owner of the land-holding company, said the family-
owned outfit will close a deal in March with Las Vegas-based
Lookout Mountain Resorts to buy the land for $4.6 million and pay
all the company's debt.

The report says TAS filed for bankruptcy reorganization to clear
the title of back taxes and a legal judgment against the company.
Court protection will allow the buyers to insure the land title.

The report relates that paying off that debt could be more
difficult.  TAS owes $250,000 to Farm Credit Services of Mid-
America in a title dispute.  But the bankruptcy filings list the
company's debt at more than $6.1 million.

The report says Dade tax officials are inspecting TAS's bankruptcy
to determine exactly what parcels of land the company owns.

According to the report, Dade County can't sell the land owned by
TAS until the company finishes its Chapter 11 reorganization,
although the scheduled tax sale of other parcels in the
development will proceed.  But if any of the land is registered
under a different company, such as Shields' development company
Southern Group, the county can move forward with the sale.

TAS Properties -- http://www.taspropertiesllc.com/-- operates a
real estate company.


TASANN TING: 39889 Eureka Joins Plea to Convert Case to Chapter 7
-----------------------------------------------------------------
Secured creditor 39889 Eureka Drive LLC in the Chapter 11 case of
Tasann Ting Group, Inc., notifies the U.S. Bankruptcy Court for
the Northern District of California that it joins the motion to
convert the Debtor's case to one under Chapter 7 of the Bankruptcy
Code.

As reported in Troubled Company Reporter on Nov. 30, 2011, August
B. Landis, Acting U.S. Trustee for Region 17 requested for
the conversion of the Debtor's case because:

   1) the case has been pending for almost one year and the Debtor
   has failed to file a viable disclosure statement or plan; and

   2) the Debtor is operating at a significant monthly deficit and
   there is no likelihood of rehabilitation.

Secured creditor, in its objection, relates that the Debtor failed
to make monthly payment due Nov. 1, 2011.  The Debtor failed to
cure the default by Dec. 1.  The Debtor also failed to make
payment on Dec. 1.

On Aug. 3, 2011, the Court required the Debtor to make $80,500
monthly adequate protection payments to the lender.  The order
provided that if the Debtor failed to make any monthly payment,
the Debtor would have 15 days to cure the default after written
notice from the lender.  If the Debtor failed to timely cure the
default, the lender would have relief from the automatic stay to
exercise its rights and remedies without further order of the
Court.

According to the secured creditor, the Debtor's failure to make
the November and December adequate protection payments reflects
that the Debtor has no reasonable likelihood of reorganization.

The secured creditor is represented by:

         Susan S. Davis, Esq.
         Randy P. Orlik, Esq.
         COX, CASTLE & NICHOLSON LLP
         2049 Century Park East, 28th Floor
         Los Angeles, CA 90067-3284
         Tel: (310) 284-2200
         Fax: (310) 284-2100
         E-mail: sdavis@coxcastle.com
                 rorlik@coxcastle.com

                   About Tasann Ting Group, Inc.

Sunnyvale, California-based Tasann Ting Group, Inc. A Calif. Corp
owns and operates a 250,000 square foot commercial warehouse
facility located at 39889 Eureka Drive, Newark, California.  It
filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif.
Case No. 10-63154) on Dec. 28, 2010.  Ted Z. Wolny, Esq., at
Miller Wolny Legal Group, serves as the Debtor's bankruptcy
counsel.  According to its schedules, the Debtor disclosed
$19,440,960 in total assets and $21,052,736 in total debts as of
the Petition Date.


TASTINGS IMPORT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Tastings Import Company
        910 West Van Buren Street, Suite 5000
        Chicago, IL 60607

Bankruptcy Case No.: 12-00196

Chapter 11 Petition Date: January 4, 2012

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtor's Counsel: Gregory K. Stern, Esq.
                  GREGORY K. STERN, P.C.
                  53 West Jackson Blvd., Suite 1442
                  Chicago, IL 60604
                  Tel: (312) 427-1558
                  Fax: (312) 427-1289
                  E-mail: gstern1@flash.net

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ilnb12-00196.pdf

The petition was signed by Charles Laverick, president.


TELLICO LANDING: No Longer Proposes Plan Outlined on Oct. 4
-----------------------------------------------------------
Tellico Landing notified the U.S. Bankruptcy Court for the Eastern
District of Tennessee that it has withdrawn its Disclosure
Statement filed on Oct. 4, 2011.

The Debtor related that it is no longer propounding that
particular disclosure statement and plan.

As reported in the Troubled Company Reporter on Oct. 17, 2011, the
Debtor's Plan projects that over the next four to five years more
than $22 million in lots and tracts could be sold at Rarity
Pointe, using new pricing and a new marketing effort.  The Plan is
based on court approval of a loan worth up to $2.75 million from
an entity called Heritage Solutions LLC.

In a separate filing last month, Tellico said it owes principal of
roughly $6.7 million to WindRiver Investments LLC, and needs
$2.75 million in new funding to reorganize.  The filing said
Tellico would use certain of the funds for "additional marketing
efforts to aggressively market lots" at the project.  A budget
filed by the Debtor indicated that $1.1 million would go to
advertising costs, an estimated $750,000 for county taxes and a
$350,000 interest reserve for WindRiver.

A copy of the disclosure statement, as filed on Oct. 4, 2011, is
available for free at:

          http://bankrupt.com/misc/tellico.DS.dkt48.pdf

                      About Tellico Landing

Tellico Landing, LLC, based in Maryville, Tennessee, is engaged in
the development and sale of an upscale residential community along
and near Tellico Lake known as "Rarity Pointe".  The Company filed
for Chapter 11 bankruptcy (Bankr. E.D. Tenn. Case No. 11-33018) on
June 27, 2011.  The case has been assigned to Judge Marcia
Phillips Parsons.  Thomas Lynn Tarpy, Esq., of Hagood Tarpy & Cox
PLLC, represents the Debtor.  The Debtor scheduled $40,444,352 in
assets and $8,532,455 in liabilities.  The petition was signed by
Michael L. Ross, its chief manager.

The United States Trustee said that a committee under 11 U.S.C.
Sec. 1102 has not been appointed in the Tellico case because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.


TENET HEALTHCARE: Sees $1.2BB to $1.3BB 2012 Adjusted EBITDA
------------------------------------------------------------
Tenet Healthcare Corporation issued its Outlook for 2012 Adjusted
EBITDA in a range of $1.200 billion to $1.300 billion.  Tenet
intends to provide a detailed review of its 2012 Outlook when it
releases fourth quarter earnings on Feb. 28, 2012.

"We are pleased to communicate our expectations for continued
earnings growth in 2012," said Trevor Fetter, president and chief
executive officer.  "Our core strategies for growing and deepening
our physician relationships, achieving additional cost
efficiencies through our Medicare Performance Initiative,
acquiring outpatient centers, and growing our Conifer services
business are all working effectively.  These growth strategies
have more than offset pressures on government reimbursement and
other effects of a soft economic environment."

The Company is in the process of finalizing its year-end financial
results for 2011.  At this point, it remains unresolved whether
Tenet's fourth quarter will include the recognition of certain
significant favorable pending reimbursement settlements.  Fourth
quarter 2011 results will be adversely impacted, relative to prior
expectations, by the deferred recognition of $12 million in
revenues related to Medicare Healthcare Information Technology
incentive payments due to a change in accounting method and $7
million related to a decline in interest rates at quarter-end,
which unfavorably impacted certain discounted liabilities.
Neither of these two adverse items will impact cash.  The Company
said achieving the 2011 Outlook range for Adjusted EBITDA of
$1.175 billion to $1.275 billion requires recording the pending
reimbursement settlements in the fourth quarter as discussed
above.  Results for the fourth quarter of 2011 also will reflect a
slight increase in admissions and approximately flat outpatient
visits relative to the fourth quarter of 2010 and the recording of
a $28 million net favorable impact related to the California
Provider Fee Six-Month program which received all necessary
approvals prior to year end.

The 2012 Adjusted EBITDA Outlook range of $1.200 billion to $1.300
billion includes the adverse impact from the aforementioned
accounting change deferring the recognition in income of certain
HIT incentive payments.  The HIT incentives expected to be
recognized in income in 2012 are approximately $31 million less
than the amount that would have been recognized in 2012 prior to
the accounting change.  This does not affect the timing of cash
receipt of these incentive payments.

The Company is confirming the prior Outlook range for Adjusted
EBITDA in 2013 of $1.335 billion to $1.535 billion.  The Outlook
range for 2015, which includes the increased coverage of the
uninsured pursuant to the Affordable Care Act, is reconfirmed at
$1.75 billion to $2.25 billion.

A full-text copy of the press release is available at:

                        http://is.gd/zlorPG

                      About Tenet Healthcare

Dallas, Texas-based Tenet Healthcare Corporation (NYSE: THC) --
http://www.tenethealth.com/-- is a health care services company
whose subsidiaries and affiliates own and operate acute care
hospitals, ambulatory surgery centers and diagnostic imaging
centers.

"Volume growth was very strong in our third quarter," said Trevor
Fetter, president and chief executive officer.  "Adjusted
admissions growth of 2.3 percent and surgery growth of 3.2 percent
drove a 3.5 percent increase in net operating revenues.  This top
line growth was further leveraged by excellent cost control and
attractive pricing increases in our new contracts with commercial
managed care payers.  Given this progress across our key
performance metrics, we are pleased to reconfirm our 2011 EBITDA
Outlook in a range of $1.175 billion to $1.275 billion."

The Company's balance sheet at Sept. 30, 2011, showed $8.29
billion in total assets, $6.51 billion in total liabilities, $16
million in redeemable noncontrolling interests in equity of
consolidated subsidiaries, and $1.76 billion in total equity.

                           *     *     *

As reported by the TCR on Aug. 5, 2010, Moody's Investors Service
affirmed its 'B2' corporate family rating for Tenet.  The rating
reflects Moody's expectation that the Company will likely see
positive free cash flow for the full year ending Dec. 31,
2010, as operating results continue to improve and litigation
settlement payments end in the third quarter.  However, the
ratings also consider the significant headwinds facing the
company, and the sector as a whole, with respect to increasing bad
debt expense, weak volume trends and changes in mix as commercial
volumes decline.

S&P's corporate credit rating on Tenet is 'B' and remains
unchanged.  The ratings agency noted that while the Company has
experience recent successes to date of a multiyear turnaround
effort, the Company has a still-weak business risk profile and
high financial leverage.

Fitch Ratings has issued its Recovery Rating review of the U.S.
Healthcare sector.  This review includes an analysis of valuation
multiples, EBITDA discounts applied, and detailed recovery
worksheets for issuers with a Fitch Issuer Default Rating of 'B+'
or lower in this sector.

Fitch Ratings has placed Tenet Healthcare Corp.'s ratings on
Rating Watch Positive.  Tenet's existing ratings are Issuer
Default Rating 'B-'; Secured bank facility 'BB-/RR1'; Senior
secured notes 'BB-/RR1'; Senior unsecured notes 'B/RR3.  The
ratings apply to approximately $4.3 billion of debt outstanding as
of Sept. 30, 2010.


TMP DIRECTIONAL: Seeks to Hire Kirkland & Ellis as Attorneys
------------------------------------------------------------
TMP Directional Marketing, LLC, et al, seek permission from the
U.S. Bankruptcy Court for the District of Delaware to employ
Kirkland & Ellis LLP as their attorneys.

Kirkland & Ellis has served as the Debtors' general restructuring
and corporate counsel since December 2010.

Kirkland & Ellis will, among other things:

   (a) advise the Debtors with respect to their powers and duties
       as debtors-in-possession in the continued management of the
       Debtors' assets and wind-down of the Debtors' business;

   (b) advise the Debtors on the conduct of the Chapter 11 cases,
       including all of the legal and administrative requirements
       of operating in Chapter 11;

   (c) attend meetings and negotiate with the representatives of
       creditors and other parties-in-interest;

   (d) take all necessary actions to protect and preserve the
       Debtors' estates, including prosecute actions on the
       Debtors' behalf, defend any action commenced against the
       Debtors, and represent the Debtors' interests in
       negotiations concerning litigation in which the Debtors are
       involved, including objections to claims filed against the
       Debtors' estates; and

   (e) prepare pleadings in connection with the Chapter 11 cases,
       including motions, applications, answers, orders, reports,
       and papers necessary or otherwise beneficial to the
       administration of the Debtors' estates.

The firm's currently hourly rates are:

            Partners            $620-$995
            Of Counsel          $500-$995
            Associates          $360-$715
            Paraprofessionals   $135-$305

The professionals expected to have primary responsibility for
providing the Debtors with services and their current hourly rates
are James A. Stempel ($985 per hour) and Ryan Blaine Bennett
($765 per hour).

The Debtors agree to reimburse the Kirkland & Ellis for its
expenses.

On Dec. 6, 2010, the Debtors paid $250,000 to Kirkland & Ellis as
a classic retainer.  On Jan. 28, 2011, the Debtors increased
Kirkland & Ellis's classic retainer by an additional $150,000.

To the best of the Debtors' knowledge, Kirkland & Ellis is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                   About TMP Directional Marketing

TMP Directional Marketing LLC, along with affiliates, filed for
bankruptcy (Bankr. D. Del. Case No. 11-13835) with plans to
liquidate its remaining assets according to a prepackaged plan.
TMP specialized in placing ads in the yellow pages of local
telephone books. Before ceasing substantially all of operations in
early April 2011, TMP was one of the leading providers of directed
search marketing in the United States, employing nearly 400 people
in 10 offices throughout the country.

TMP was spun off from Monster Worldwide Inc.  Audax Group acquired
TMP in the 2005 spinoff.  Monster isn't in bankruptcy and is no
longer involved in the company.

The Chapter 11 plan has been accepted by more than 95% of voting
creditors.  The Company estimated that unsecured creditors will
collect 11% to 18% of what they are owed.  Secured lenders
required TMP to pay them off earlier this year, helping cause the
business to shut down.  Unsecured creditors, asserting $112
million in claims, formed an ad hoc committee to negotiate the
Chapter 11 plan.  The Ad Hoc Committee consists of AT&T Yellow
Pages Holdings LLC; Genesis Publisher Services, SuperMedia LLC,
Dex One Corporation, Directory Publishing Solutions Inc., Local
Insight Media Holdings Inc., National Solutions, Inc., Yellowbook,
Inc., and Names and Numbers.  Other members may be added from time
to time.

TMP's petition disclosed assets of $65.3 million, with debt
totaling $134.8 million.  Among the debt, $132.9 million is
unsecured.  James A. Stempel, Esq., and Ryan Blaine Bennett, Esq.,
at Kirkland & Ellis LLP; and Domenic E. Pacitti, Esq., and Morton
Branzburg, Esq., at Klehr Harrison Harvey Branzburg LLP, serve as
the Debtors' counsel.  CRG Partners Group LLC serves as the
Debtors' restructuring advisors.  Epiq Bankruptcy Solutions LLC
serves as claims and balloting agent.  The petition was signed by
Timothy P. Nugent, vice president, assistant secretary, and
assistant treasurer.

Affiliates filing for bankruptcy are TMP DM, Inc. (Case No.
11-13836) and TMP DM, LLC (Case No. 11-13837).

General Electric Capital Corp., as agent to the prepetition
lenders, is represented by: Peter Knight, Esq., at Latham &
Watkins LLP, and Eric Lopez Schnabel, Esq., at Dorsey & Whitney
LLP.  Lender CapitalSource is represented by Mary Bucci, Esq., at
Brown Rudnick LLP, and Jeffrey C. Wisler, Esq., at Connolly Bove
Lodge & Hutz LLP.  The Ad Hoc Committee is represented by Brett H.
Miller, Esq., and William M. Hildbold, Esq., at Morrison &
Foerster LLP.


TRAILER BRIDGE: Court Approves DLA Piper as Bankruptcy Counsel
--------------------------------------------------------------
The Hon. Jerry A. Funk authorized Trailer Bridge, Inc., to employ
DLA Piper LLP (US) as its bankruptcy counsel.

The Debtor has initially paid DLA an advance fee retainer of
$250,000 to be held as on account cash for the advance payment of
professional fees and expenses incurred and charged by DLA in its
representation of the Debtor.  DLA has rendered prepetition legal
services to the Debtor and incurred expenses in the aggregate
amount of $398,479.14 for professional services.

Based upon the parties' Engagement Agreement, DLA bills the Debtor
using its Standard Hourly Rates.  Those rates range from $530 to
$1,120 for partners, $300 to $940 for counsel, $320 to $730 for
associates and $85 to $455 for para-professionals.  The attorney
leading the DLA engagement is Gregg M. Galardi, Esq., whose
present hourly rate is $975.  It is expected that no attorney on
this engagement will have a higher hourly rate.

Mr. Galardi attests that the partners, counsel, and associates of
DLA (a) do not have any connection with any of the Debtor, its
creditors, or any other parties in interest, or its attorneys and
accountants, the United States Trustee for the District of Florida
or any person employed in the office of the same, or any judge in
the United States Bankruptcy Court or the United States District
Court for the District of Florida or any person employed in the
offices of the same, (b) are "disinterested persons," as that term
is defined in Bankruptcy Code section 101(14), and (c) do not hold
or represent any interest adverse to the estates.

                       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.


TRAILER BRIDGE: Court OKs Foley & Lardner as Co-Counsel
-------------------------------------------------------
Trailer Bridge Inc. has sought and obtained authority from the
U.S. Bankruptcy Court for the Middle District of Florida to employ
Foley & Lardner LLP as co-counsel to the Debtor.

                       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.


TRAILER BRIDGE: Court Approves Global Hunter as Investment Banker
-----------------------------------------------------------------
Trailer Bridge, Inc., obtained permission from the U.S. Bankruptcy
Court for the Middle District of Florida to retain Global Hunter
Securities, LLC, as its investment banker.

On Nov. 6, 2011, Debtor retained GHS to serve as its investment
banker in connection with the formulation, analysis and
implementation of potential restructuring, financing, merger &
acquisition and/or related transactions.

Pursuant to the Engagement Letter, GHS will, among other things:

   a. review and analyze the Debtor's business, operations
      and financial projections;

   b. evaluate the Debtor's strategic and financial
      alternatives;

   c. assist the Debtor to refinance, defer or amend the
      maturity of, exchange, or otherwise pay off the
      Debtor's existing bond indebtedness;

   d. assist the Debtor in evaluating, structuring,
      negotiating and implementing potential transactions;
      and

   e. assist the Debtor in preparing descriptive material
      to be provided to potential parties that might
      participate in potential Transactions.

GHS will be paid based on the fee structure:

   a. A monthly advisory fee in the amount of $125,000, payable
      by the Company from the Petition Date through the earlier
      of (i) the termination of the Engagement Letter in
      accordance with Section 7 thereof, (ii) the confirmation
      and effectiveness of a plan of reorganization or the
      closing of a sale involving substantially all of the
      Company's operating assets or (iii) the date of conversion
      of this chapter 11 case to a case under chapter 7 of the
      Bankruptcy Code; the first Monthly Fee will be paid, nunc
      pro tunc, from the Petition Date, within one (1) day of
      the approval of the Retention Order, and thereafter each
      Monthly Fee shall be payable by the Debtor in advance on
      the first day of each month following the Petition Date;
      provided that 100% of the Monthly Fees paid by the Debtor
      shall be credited against the aggregate amount of any New
      Capital Fee, Restructuring Fee or M&A Fee payable under
      the Engagement Letter (with it being understood and agreed
      that no Monthly Fee shall be credited more than once);

   b. A DIP financing fee equal to 2 percent of the gross amount
      raised by any DIP financing;

   c. A new capital fee equal to four percent (4.0%) for any
      unsecured or junior debt, two percent (2.0%) for any
      secured debt and five percent (5%) for any equity or
      convertible securities, all computed as a percentage of
      the gross cash proceeds raised in the case of equity,
      or the principal amount raised in the case of debt,
      of any new capital raise;

   d. A restructuring fee equal to two percent (2.0%) of the
      aggregate principal amount of the Company's debt payable,
      DIP financing or similar liabilities in existence
      immediately prior to the earlier of (i) the confirmation
      and effectiveness of a plan of reorganization or (ii) the
      substantial consummation of any other restructuring
      transaction;

   e. An advisory fee of $250,000 upon the earlier of (i) GHS'
      first rendering of the fairness opinion, if applicable,3
      regardless of the conclusions contained in the Fairness
      Opinion, or (ii) the entering into of a definitive agreement
      for a sale, which Opinion Fee will be creditable against the
      sale fee;

   f. A M&A fee equal to 2.0 percent of the Aggregate
      Consideration (as defined) received in connection with a
      sale, which fee shall be payable at the closing of any sale;

   g. Notwithstanding the foregoing, in the event the Company
      completes any one or more Transactions (as defined), GHS
      shall be paid minimum aggregate fees for all Transactions
      of at least $750,000; provided, further, that the aggregate
      sum of fees paid to GHS for all Transactions shall not
      exceed $2,000,000;

   h. Reimbursement of reasonable expenses incurred in
      connection with the initiation and performance of GHS'
      engagement, and the enforcement of the Engagement Letter,
      including without limitation the reasonable fees,
      disbursements and other charges of GHS' legal counsel;
      GHS' legal counsel's fees and expenses will be billed
      monthly directly to the Debtor; other expenses shall
      also include, but not be limited to, expenses incurred
      in connection with travel and lodging, data processing
      and communication charges, research and courier services;

   i. As part of the compensation payable to GHS, the Debtor
      agrees to indemnify GHS and certain related persons and
      entities in the manner set forth in the indemnifications
      provisions attached as Exhibit A to the Engagement Letter;
      and

   j. All amounts referenced in the Engagement Letter reflect
      United States currency and shall be paid promptly in cash
      when such amounts are due and payable pursuant to the
      terms of the Engagement Letter.

Steve Sebastian, Managing Director at GHS, 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.


TRAILER BRIDGE: RAS Management Approved as Financial Advisors
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Trailer Bridge, Inc., 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.


TRIDENT MICROSYSTEMS: Wins Approval to Hire KCC as Claims Agent
---------------------------------------------------------------
Trident Microsystems Inc. and Trident Microsystems (Far East) Ltd.
seek Bankruptcy Court authority to employ Kurtzman Carson
Consultants LLC to perform certain claims, noticing and balloting
functions in their chapter 11 cases.  The Debtors said the
hundreds of creditors and other parties-in-interest involved in
their Chapter 11 cases may impose heavy administrative and other
burdens upon the Court and the Office of the Clerk of Court.
KCC's hiring will relieve the Court and the Clerk's Office of
these burdens.  The Debtors have provided KCC with a $50,000
security retainer.

Albert Kass, the Vice President of Corporate Restructuring
Services of KCC, attests that his firm neither holds nor
represents an interest materially adverse to the Debtors' estates
nor has a connection to the Debtors, their creditors or their
related parties with respect to any matter for which KCC will be
employed.  KCC may have relationships with certain of the Debtors'
creditors as vendors or in connection with cases in which KCC
serves or has served in a neutral capacity as claims and noticing
agent for another chapter 11 debtor or as a class action
settlement administrator.  KCC is a "disinterested person" within
the meaning of section 101(14) of the Bankruptcy Code.

                    About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.

Trident had $309,992,980 in assets and $39,607,591 in liabilities
as of Oct. 31, 2011.  The petition was signed by David L.
Teichmann, executive VP, general counsel & corporate secretary.


TRIDENT MICROSYSTEMS: Jan. 18 Hearing Set for Sale Protocol
-----------------------------------------------------------
The Bankruptcy Court will convene a hearing on Jan. 18, 2012, at
9:00 a.m. (EST), to consider the request of Trident Microsystems
Inc. and Trident Microsystems (Far East) Ltd. for approval of
guidelines that will govern the sale of assets related to their
set top box business.

Entropic Communications, Inc., will serve as "stalking horse"
bidder with a $55 million cash offer.  The Debtors will continue
to accept competing bids until Feb. 10.  The Debtors will
entertain only cash bids for the Purchased Assets.

The Debtors intend to test that offer at an auction to be held
Feb. 15 at 10:00 a.m. at the offices of DLA Piper LLP (US) in New
York.  The Debtors intend to seek approval of the winning deal at
a sale hearing to be held Feb. 20.

The Debtors promise to pay Entropic a $1,650,000 break-up fee in
the event the Debtors close a deal with another buyer.

The sale is expected to close in late February 2012.

Entropic -- http://www.entropic.com/ -- provides silicon and
software solutions to enable connected home entertainment, by
providing next-generation silicon and software technologies to the
world's leading cable, telco and satellite service providers, OEMs
and consumer electronics manufacturers.

Entropic is represented in the case by:

          COOLEY LLP
          1114 Avenue of the Americas
          New York, NY 10036
          Cathy Hershcopf, Esq.
          Alex R. Velinsky, Esq.
          E-mail: chershcopf@cooley.com
                  avelinsky@cooley.com

                    About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Kurtzman Carson Consultants is
the claims and notice agent.

Trident had $309,992,980 in assets and $39,607,591 in liabilities
as of Oct. 31, 2011.  The petition was signed by David L.
Teichmann, executive VP, general counsel & corporate secretary.


TSO INC: Has Authorization to Use PeoplesBank Cash Collateral
-------------------------------------------------------------
Judge Kevin R. Huennekens of the U.S. Bankruptcy Court for the
Eastern District of Virginia has approved a stipulation between
TSO, Inc., and PeoplesBank for the use of cash collateral.

The Debtor is indebted to the Lender pursuant to Term Loan
Promissory Note dated July 13, 2009, in the original principal
amount of $8,000,000, a Loan and Security Agreement dated July 13,
2009, a Purchase Money Deed of Trust and Assignment of Leases and
Rents dated July 13, 2009, and a financing statement recorded with
the Virginia State Corporation Commission on July 14, 2009.  The
indebtedness of the Debtor to the Lender is secured by, among
other things, all of the Debtor's accounts, accounts receivable,
rents, contract rights, deposit accounts, equipment, inventory and
general intangibles.  The Debtor and the Lender have entered into
the Agreement for Use of Cash Collateral and Adequate Protection
pursuant to which the Lender has consented to the Debtor's use of
cash collateral.

The authorization to use PeoplesBank's cash collateral will enable
the Debtors among other things, to:

    (a) pay to maintain the Debtor's assets pending the approval
        and closing of the sale of the same, and

    (b) pay administrative expenses associated with its Chapter 11
        case.

                          About TSO Inc.

Doswell, Va.-based TSO, Inc., dba Doswell Truck Stop, Roady's of
Doswell, Econolodge at the Park, filed for Chapter 11 relief on
December 13, 2010 (Bankr. E.D. Va. Case No. 10-38524).  Roy M.
Terry, Jr., Esq., at DurretteBradshaw PLC, in Richmond, Va.,
represents the Debtor as counsel.  In its petition, the Debtor
estimated assets of $10 million to $50 million, and debts of
$1 million to $10 million.


TOUSA INC: Can Use Lenders' Cash Collateral Until April 30
----------------------------------------------------------
Judge John K. Olson of the U.S. Bankruptcy Court for the Southern
District of Florida has authorized TOUSA, Inc. and its affiliates
to use cash collateral of their prepetition lenders for the period
Oct. 1, 2011 up to Apr. 30, 2012.

The Debtors are authorized to use Cash Collateral for working
capital and general corporate purposes in accordance with a budget
provided that the Prepetition Secured Lenders are granted adequate
protection.

A copy of the cash collateral budget is available for free at:

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

As reported in the TCR on Sept. 5, 2011, the U.S. Bankruptcy Court
for the Southern District of Florida has authorized TOUSA, Inc.,
and its debtor-affiliates, to access the cash collateral of their
prepetition lenders through Sept. 30, 2011, in accordance with the
terms agreed with creditors.

The Debtors, Citicorp North America, Inc. and Wells Fargo Bank,
N.A., in their capacities as first and second lien administrative
agents to the prepetition lenders, and the Official Committee of
Unsecured Creditors are in discussions regarding the continued use
of cash collateral.  The Debtors expect to reach an agreement with
the parties on terms nearly identical to those included in the
previous cash collateral order but these terms have not been
finalized yet.

Paul Steven Singerman, Esq., at Berger Singerman, P.A., tells the
Court that it is critical that the Debtors maintain access to cash
collateral to permit the debtors to complete implementation of
their wind-down business plan and continue to fund the
administrative expenses of these chapter 11 cases.  The Debtors
contend that the interests of the Prepetition Lenders are
adequately protected by the proposed terms of the Debtors'
continued use of Cash Collateral.

Pursuant to the previous cash collateral use stipulation, as
adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the prepetition lenders
replacement liens, adequate protection and super priority
administrative expense.

                          About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  Richard M. Cieri, Esq., M. Natasha Labovitz,
Esq., and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in
New York, N.Y.; and Paul S. Singerman, Esq., at Berger Singerman,
in Miami, Fla., represent the Debtors in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.

The official committee of unsecured creditors has filed a proposed
chapter 11 liquidating plan for Tousa.  However, the committee
said that it no longer intends to pursue approval of its
liquidation plan because of the pending appeal of its fraudulent
transfer case in the U.S. Court of Appeals for the Eleventh
Circuit.  A district court in February 2011 held that the
bankruptcy judge was wrong in ruling that lenders who were paid
off received fraudulent transfers when Tousa gave liens on
subsidiaries' properties to bail out and refinance a joint
venture.  Daniel H. Golden, Esq., and Philip C. Dublin, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York, N.Y., represent
the creditors committee.

Tousa's reorganization plan is on hold either temporarily or
permanently pending appeal to the Court of Appeals from a ruling
by a U.S. district judge in February reversing the bankruptcy
judge.  The district court held that the bankruptcy judge was
wrong in ruling that other lenders who were paid off before
bankruptcy received fraudulent transfers when Tousa gave liens on
subsidiaries' properties to bail out and refinance a joint
venture.  The Tousa committee filed a Chapter 11 plan in July 2010
based on an assumption it would win the appeal.


UAL CORP: Flight Attendants to Vote on Tentative Agreement
----------------------------------------------------------
Flight Attendant leaders from United Airlines, represented by the
Association of Flight Attendants-CWA accepted the terms of the
recent tentative agreement and will now send it to the 15,000
United Flight Attendants for a vote.  AFA's United Master
Executive Council, comprised of elected Flight Attendant leaders
from around the world, met in special session to review the
agreement, which was reached with United management on
Jan. 7, 2012.

"This agreement is a step in the right direction.  Our Flight
Attendant community has waited for much needed improvements to our
contract.  Despite many obstacles and challenges, we remained
undeterred from our number one goal of reaching an agreement that
addresses our immediate needs and serves as a stepping stone to a
single contract with our flying partners from Continental and
Continental Micronesia," said Greg Davidowitch, AFA President at
United Airlines.

AFA will now prepare member meetings for every location to review
the terms being presented for a vote and answer Flight Attendants'
questions. A comprehensive explanation of the tentative agreement
will also be sent to every Flight Attendant's home.  The voting
schedule will be announced soon.

"We would like to thank the National Mediation Board's (NMB)
Senior Mediator Patricia Sims for her oversight and support.  Her
assistance in achieving an agreement utilizing a process modeled
on the NMB's Expedited Mediation program was critical.  This
tentative agreement addresses the priorities United Flight
Attendants expressed to the negotiating committee and provides
much needed relief to our community who have been working under a
bankruptcy-imposed contract.  Those days are over," stated
Davidowitch.

The Association of Flight Attendants is the world's largest Flight
Attendant union, representing nearly 15,000 Flight Attendants at
United Airlines alone.  Focused 100 percent on Flight Attendant
issues, AFA has been the leader in advancing the Flight Attendant
profession for over 65 years. S erving as the voice for Flight
Attendants in the workplace, in the aviation industry, in the
media and on Capitol Hill, AFA has transformed the Flight
Attendant profession by raising wages, benefits and working
conditions.  Nearly 60,000 Flight Attendants at 23 airlines come
together to form AFA, part of the 700,000-member strong
Communications Workers of America (CWA), AFL-CIO.

                         About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan
on Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.  (United Airlines Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

UAL Corp. carries a 'Caa1' probability of default rating from
Moody's, 'B-' long term foreign issuer credit rating from Standard
& Poor's, and 'CCC' long term issuer default rating from Fitch.


UNIGENE LABORATORIES: Key Elements in Place to Address Debt
-----------------------------------------------------------
Unigene Laboratories, Inc., provided a business outlook for 2012
and highlighted multiple near-term catalysts that have the
potential to monetize assets and unlock significant value over the
next 12 months.  Management believes the key elements are in place
to address the Company's debt and begin restructuring the balance
sheet in 2012.  Unigene's CEO, Senior Management and Board of
Directors signaled confidence and optimism in the Company's future
with open market stock purchases on Dec. 27, 2010.

Ashleigh Palmer, President and CEO, commented, "We are proud of
the successful execution of our turnaround strategy throughout
2011.  We readied the Company to take advantage of favorable
events such as the positive ORACAL and oral PTH Ph2 proof-of-
concept trial results and armed it to reduce the impact of
unexpected events outside of our control.  In particular, a year
ago, the Company would have been hard pressed to survive the
consecutive announcements of Novartis' negative Phase 3
osteoporosis and osteoarthritis trial results and GSK's strategic
decision against sponsoring the advanced development of our
otherwise intact and licensable oral PTH program.  With those
events now behind us, Unigene's management team has emerged even
more focused on our mission and extremely confident that we will
continue to deliver on our strategic intent.  We believe our near-
term value driving milestones will allow us to further extend our
cash runway, address the debt we inherited and unlock the enormous
growth potential and shareholder value that resides within
Unigene."

2012 Corporate Milestones

   * Publish detailed results of oral parathyroid hormone (PTH)
     analog positive Phase 2 proof-of-concept trial in peer review
     journal or prestigious scientific congress

   * Effectively partner oral PTH program

   * Continue to build a robust portfolio of feasibility programs
     with various pharmaceutical companies evaluating Unigene's
     industry-leading Peptelligence platform for oral delivery of
     proprietary peptides across a broad spectrum of therapeutic
     areas

   * Convert at least one Peptelligence feasibility study into a
     definitive license agreement associated with significant
     milestones and royalties

   * File IND and begin Phase 1 clinical testing of Unigene's lead
     metabolic peptide, UGP281, targeting patients with morbid
     obesity

   * Select lead molecule for Type 2 diabetes indication under
     joint development vehicle (JDV) with Nordic Bioscience

   * Announce preclinical results for Type 2 diabetes indication
     under JDV with Nordic Bioscience

Palmer continued, "We have established Unigene as the oral peptide
delivery innovator and partner-of-choice, and we are now ideally
positioned to capitalize on the numerous opportunities our
industry leading oral peptide delivery platform can realize in
2012.  In addition, we intend to secure a superb development and
commercialization partner for our oral PTH program, a high-value
asset with the potential to provide a more compliant and patient
friendly therapy for the estimated 75 million osteoporosis
sufferers worldwide."

Palmer concluded, "Prospects for the successful turnaround and
long-term future of Unigene have never been brighter or more
realizable.  Given this cautious optimism and confidence, all
members of Unigene's senior management team and I, along with our
Board of Directors, have chosen to increase our personal
investments in Unigene, to demonstrate our strong commitment to
the Company and our belief in our ability to execute our targeted
growth strategy in 2012."

Based on the Company's current projections, cash flow is expected
to be sufficient to fund its business operations into the second
half of 2012.

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

                       http://is.gd/2eUQMx

                          About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Grant Thornton LLP, in New York, expressed substantial doubt about
Unigene Laboratories' ability to continue as a going concern
following the Company's 2009 results.  The firm noted that the
Company has incurred a net loss of $13,400,000 during the year
ended Dec. 31, 2009 and has an accumulated deficit of
approximately $143,000,000 as of Dec. 31, 2009.  As of that
date, the Company's current liabilities exceeded its current
assets by $1,251,000 and its total liabilities exceeded total
assets by $30,442,000.

The Company reported a net loss of $27.86 million on $11.34
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $13.37 million on $12.79 million of revenue during
the prior year.

The Company also reported a net loss of $22.37 million on $8.02
million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $23.97 million on $8.41 million of
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $17.49
million in total assets, $78.87 million in total liabilities and a
$61.37 million total stockholders' deficit.


UNIGENE LABORATORIES: Key Elements in Place to Address Debt
-----------------------------------------------------------
Unigene Laboratories, Inc., provided a business outlook for 2012
and highlighted multiple near-term catalysts that have the
potential to monetize assets and unlock significant value over the
next 12 months.  Management believes the key elements are in place
to address the Company's debt and begin restructuring the balance
sheet in 2012.  Unigene's CEO, Senior Management and Board of
Directors signaled confidence and optimism in the Company's future
with open market stock purchases on Dec. 27, 2010.

Ashleigh Palmer, President and CEO, commented, "We are proud of
the successful execution of our turnaround strategy throughout
2011.  We readied the Company to take advantage of favorable
events such as the positive ORACAL and oral PTH Ph2 proof-of-
concept trial results and armed it to reduce the impact of
unexpected events outside of our control.  In particular, a year
ago, the Company would have been hard pressed to survive the
consecutive announcements of Novartis' negative Phase 3
osteoporosis and osteoarthritis trial results and GSK's strategic
decision against sponsoring the advanced development of our
otherwise intact and licensable oral PTH program.  With those
events now behind us, Unigene's management team has emerged even
more focused on our mission and extremely confident that we will
continue to deliver on our strategic intent.  We believe our near-
term value driving milestones will allow us to further extend our
cash runway, address the debt we inherited and unlock the enormous
growth potential and shareholder value that resides within
Unigene."

2012 Corporate Milestones

   * Publish detailed results of oral parathyroid hormone (PTH)
     analog positive Phase 2 proof-of-concept trial in peer review
     journal or prestigious scientific congress

   * Effectively partner oral PTH program

   * Continue to build a robust portfolio of feasibility programs
     with various pharmaceutical companies evaluating Unigene's
     industry-leading Peptelligence platform for oral delivery of
     proprietary peptides across a broad spectrum of therapeutic
     areas

   * Convert at least one Peptelligence feasibility study into a
     definitive license agreement associated with significant
     milestones and royalties

   * File IND and begin Phase 1 clinical testing of Unigene's lead
     metabolic peptide, UGP281, targeting patients with morbid
     obesity

   * Select lead molecule for Type 2 diabetes indication under
     joint development vehicle (JDV) with Nordic Bioscience

   * Announce preclinical results for Type 2 diabetes indication
     under JDV with Nordic Bioscience

Palmer continued, "We have established Unigene as the oral peptide
delivery innovator and partner-of-choice, and we are now ideally
positioned to capitalize on the numerous opportunities our
industry leading oral peptide delivery platform can realize in
2012.  In addition, we intend to secure a superb development and
commercialization partner for our oral PTH program, a high-value
asset with the potential to provide a more compliant and patient
friendly therapy for the estimated 75 million osteoporosis
sufferers worldwide."

Palmer concluded, "Prospects for the successful turnaround and
long-term future of Unigene have never been brighter or more
realizable.  Given this cautious optimism and confidence, all
members of Unigene's senior management team and I, along with our
Board of Directors, have chosen to increase our personal
investments in Unigene, to demonstrate our strong commitment to
the Company and our belief in our ability to execute our targeted
growth strategy in 2012."

Based on the Company's current projections, cash flow is expected
to be sufficient to fund its business operations into the second
half of 2012.

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

                       http://is.gd/2eUQMx

                          About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Grant Thornton LLP, in New York, expressed substantial doubt about
Unigene Laboratories' ability to continue as a going concern
following the Company's 2009 results.  The firm noted that the
Company has incurred a net loss of $13,400,000 during the year
ended Dec. 31, 2009 and has an accumulated deficit of
approximately $143,000,000 as of Dec. 31, 2009.  As of that
date, the Company's current liabilities exceeded its current
assets by $1,251,000 and its total liabilities exceeded total
assets by $30,442,000.

The Company reported a net loss of $27.86 million on $11.34
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $13.37 million on $12.79 million of revenue during
the prior year.

The Company also reported a net loss of $22.37 million on $8.02
million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $23.97 million on $8.41 million of
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $17.49
million in total assets, $78.87 million in total liabilities and a
$61.37 million total stockholders' deficit.


VERO BEACH: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Vero Beach Investments LLC
        1806 N. Flamingo Rd., Suite 300
        Pembroke Pines, FL 33028

Bankruptcy Case No.: 12-10319

Chapter 11 Petition Date: January 5, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Jeffrey W. Blacher, Esq.
                  JEFFREY W. BLACHER, P.A.
                  2999 NE 191 St # 805
                  Aventura, FL 33180
                  Tel: (305) 705-0888
                  Fax: (305) 705-0008
                  E-mail: jblacher@blacherlaw.com

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

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

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

The petition was signed by Sandy S. Segall, managing member.


VERTRUE LLC: S&P Lowers Corporate Credit Rating to 'D'
------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Norwalk, Conn.-based Vertrue to 'D' from 'CCC+'.

"We also lowered our issue-level ratings on the company's first-
lien senior secured credit facilities to 'D' (the same as the
corporate credit rating) from 'CCC+'. In addition, we revised the
recovery rating on this debt to '4' from '3'. The '4' recovery
rating indicates our expectation of average (30% to 50%) recovery
for lenders in the event of a payment default," S&P said.

"The downgrade reflects Vertrue's failure to pay the scheduled
interest on its term loan due 2014 and interest and fees on its
revolver due 2013," said Standard & Poor's credit analyst Chris
Valentine.

"The interest payment on the term loan was due Dec. 30, 2011 and
the interest and fees on the revolver were due on Jan. 3, 2012.
Vertrue has experienced weak demand in its core business of
Internet direct marketing services and was at risk of breaching
financial covenants early in 2012. We believe the company may have
the capacity to make the $10 million interest payment, but doing
so absent a financial restructuring would likely make it difficult
to operate the business given prevailing conditions. We believe
the company is considering a variety of financial alternatives
given current business conditions," S&P said.

A change in regulation forced Vertrue to modify its business
practices, resulting in a lower conversion rate of prospects to
new customers and substantially pressuring profitability. In the
third quarter, revenue and EBITDA declined 14% and 32%. The
company converted roughly 6.9% of EBITDA into discretionary cash
flow for the 12 months ended Sept. 30, 2011, a decline from 51% at
fiscal year-end. Cash balances as of Sept. 30, 2011, were $16.5
million, a steep decline from $95.2 million at fiscal 2010 year-
end due to weak operating trends and a legal settlement. Vertrue
has fully drawn its $22 million revolving credit facility due
2013.

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


VILLAGE AT PENN STATE: Can Use Wells Fargo Cash Through June 30
---------------------------------------------------------------
The Village at Penn State Retirement Community won final authority
to use cash collateral and grant adequate protection pursuant to a
stipulation with secured lender Wells Fargo N.A., as indenture
trustee for the holders of $56,015,000 Blair County Industrial
Development Authority First Mortgage Revenue Bonds (The Village at
Penn State Project) Series 2002.

As of the Petition Date, the Debtor owed $29,305,000 under the
Bond Documents plus $5,306,376 interest.  The Debtor also owed
$7,386,250 in subordinated bonds.

The Debtor will make adequate protection payments to Wells Fargo
totaling $600,000 -- at $100,000 per month.

The Debtor is required under the Cash Collateral Order to sell
substantially all of its assets according to these milestones:

     Feb. 20, 2012      The Debtor will have conducted an auction

     Feb. 24, 2012      The Debtor will have obtained bankruptcy
                        court approval of the sale

     June 30, 2012      The Debtor will have closed the sale

Liberty Lutheran Housing Corporation is offering $18 million for
the Debtor's facility.

The Court granted the Debtor interim authority to use cash
collateral on Dec. 6.  The Final Order was issued Dec. 19.

The Debtor's authority to use cash collateral will terminate on
the earlier of June 30 or the occurrence of a "Termination Event",
which include the Debtor's failure to meet the sale milestones.

                    About Village at Penn State
                       Retirement Community

The Village at Penn State Retirement Community is a nonprofit
corporation organized and existing under the laws of the
Commonwealth of Pennsylvania and qualifies as a tax exempt
organization under Section 501(c)(3) of the Internal Revenue Code
of 1986, as amended.  It owns and operates a continuing care
retirement community at 260 Lion's Hill Road, State College
Pennsylvania.  It is not affiliated with any religious or
charitable organization.

The Village at Penn State Retirement Community sought Chapter 11
protection (Bankr. M.D. Pa. Case No. 11-08005) on Nov. 30, 2011,
due to its inability to make the required payments under a loan
agreement with Blair County Industrial Development Authority since
October 2009.  While J.P. Morgan Trust Company, as predecessor
Indenture Trustee to Wells Fargo Bank, National Association,
issued a notice of default to the Debtor on account of those
failures, the Trustee opted to work with the Debtor in
furtherance of a mutually-agreeable solution rather than pursue
state court remedies.  The Chapter 11 case, and the planned sale
of the Debtor's assets, is the direct result of those efforts.

Judge Mary D. France presides over the case.  Lawyers at McElroy,
Deutsch, Mulvaney & Carpenter LLP serve as the Debtor's counsel.
Latsha Davis & McKenna, P.C., serves as special corporate labor
and healthcare counsel; SF & Company serves as accountants; Pepper
Hamilton LLP acts as special construction litigation counsel;
Pepper Hamilton also serves as special counsel; and RBC Capital
Markets serves as broker and advisor.

The Village at Penn State Retirement Community estimated assets of
$10 million to $50 million and estimated debts of $50 million to
$100 million.  Marianne Hogg signed the petition as executive
director.

Wells Fargo may be reached at:

          Virginia A. Housum
          WELLS FARGO CORPORATE TRUST SERVICE
          MAC #N9311-115
          625 Marquette Avenue, 11th Floor
          Minneapolis, MN 55479
          Fax: 612-667-5047
          E-mail: Virginia.A.Housum@wellsfargo.com

Wells Fargo is represented in the case by:

          Daniel S. Bleck, Esq.
          MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
          One Financial Center
          Boston, MA 02111
          Fax: 617-542-2241
          E-mail: dsbleck@mintz.com


VILLAGE AT PENN STATE: U.S. Trustee Unable to Name Committee
------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, has
informed the Bankruptcy Court that her office received an
insufficient response to the solicitation made for the formation
of an official committee of unsecured creditors.  As such, the
U.S. Trustee did not appoint an official committee of unsecured
creditors in the case.

Meanwhile, the U.S. Trustee held a meeting of creditors pursuant
to Sec. 341(a) on Jan. 4, 2012, in Harrisburg, Pennsylvania.

The last day to oppose dischargeability is March 4, 2012.

                    About Village at Penn State
                       Retirement Community

The Village at Penn State Retirement Community is a nonprofit
corporation organized and existing under the laws of the
Commonwealth of Pennsylvania and qualifies as a tax exempt
organization under Section 501(c)(3) of the Internal Revenue Code
of 1986, as amended.  It owns and operates a continuing care
retirement community at 260 Lion's Hill Road, State College
Pennsylvania.  It is not affiliated with any religious or
charitable organization.

The Village at Penn State Retirement Community sought Chapter 11
protection (Bankr. M.D. Pa. Case No. 11-08005) on Nov. 30, 2011,
due to its inability to make the required payments under a loan
agreement with Blair County Industrial Development Authority since
October 2009.  While J.P. Morgan Trust Company, as predecessor
Indenture Trustee to Wells Fargo Bank, National Association,
issued a notice of default to the Debtor on account of those
failures, the Trustee opted to work with the Debtor in
furtherance of a mutually-agreeable solution rather than pursue
state court remedies.  The Chapter 11 case, and the planned sale
of the Debtor's assets, is the direct result of those efforts.

Judge Mary D. France presides over the case.  Lawyers at McElroy,
Deutsch, Mulvaney & Carpenter LLP serve as the Debtor's counsel.
Latsha Davis & McKenna, P.C., serves as special corporate labor
and healthcare counsel; SF & Company serves as accountants; Pepper
Hamilton LLP acts as special construction litigation counsel;
Pepper Hamilton also serves as special counsel; and RBC Capital
Markets serves as broker and advisor.

The Village at Penn State Retirement Community estimated assets of
$10 million to $50 million and estimated debts of $50 million to
$100 million.  Marianne Hogg signed the petition as executive
director.

Wells Fargo is represented in the case by Daniel S. Bleck, Esq.,
at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.


VILLAGE AT PENN STATE: State Long Term Care Ombudsman Appointed
---------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, has
appointed Wilmarie Gonzalez, State Long Term Care Ombudsman, of
Harrisburg, Pennsylvania, as the officially constituted and
appointed Patient Care Ombudsman pursuant to 11 U.S.C. 333(a)(2)
in the bankruptcy case of The Village at Penn State, Retirement
Community.

In its motion, the Debtor had asked the Court to declare that the
appointment of a patient-care ombudsman is not necessary, or, in
the alternative, direct the appointment of a State Long-Term Care
Ombudsman.

The Bankruptcy Court directed the U.S. Trustee to appoint a
patient care ombudsman after the Debtor indicated its consent to
the appointment so long as the ombudsman is the state long-term
care ombudsman.

                    About Village at Penn State
                       Retirement Community

The Village at Penn State Retirement Community is a nonprofit
corporation organized and existing under the laws of the
Commonwealth of Pennsylvania and qualifies as a tax exempt
organization under Section 501(c)(3) of the Internal Revenue Code
of 1986, as amended.  It owns and operates a continuing care
retirement community at 260 Lion's Hill Road, State College
Pennsylvania.  It is not affiliated with any religious or
charitable organization.

The Village at Penn State Retirement Community sought Chapter 11
protection (Bankr. M.D. Pa. Case No. 11-08005) on Nov. 30, 2011,
due to its inability to make the required payments under a loan
agreement with Blair County Industrial Development Authority since
October 2009.  While J.P. Morgan Trust Company, as predecessor
Indenture Trustee to Wells Fargo Bank, National Association,
issued a notice of default to the Debtor on account of those
failures, the Trustee opted to work with the Debtor in
furtherance of a mutually-agreeable solution rather than pursue
state court remedies.  The Chapter 11 case, and the planned sale
of the Debtor's assets, is the direct result of those efforts.

Judge Mary D. France presides over the case.  Lawyers at McElroy,
Deutsch, Mulvaney & Carpenter LLP serve as the Debtor's counsel.
Latsha Davis & McKenna, P.C., serves as special corporate labor
and healthcare counsel; SF & Company serves as accountants; Pepper
Hamilton LLP acts as special construction litigation counsel;
Pepper Hamilton also serves as special counsel; and RBC Capital
Markets serves as broker and advisor.

The Village at Penn State Retirement Community estimated assets of
$10 million to $50 million and estimated debts of $50 million to
$100 million.  Marianne Hogg signed the petition as executive
director.

Wells Fargo is represented in the case by Daniel S. Bleck, Esq.,
at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

The U.S. Trustee has not appointed an official committee of
unsecured creditors.


VIRTUALSCOPICS INC: Gets Minimum Bid Price Notice From NASDAQ
-------------------------------------------------------------
VirtualScopics, Inc., received a notice from the NASDAQ Stock
Market indicating that the Company's minimum bid price has fallen
below $1.00 for 30 consecutive business days.  NASDAQ Marketplace
Rule 5550(a)(2)requires a $1.00 minimum bid price for continued
listing of an issuer's common stock.

In accordance with section 5810(c)(3)(A) of the NASDAQ Marketplace
Rules, the Company has until July 2, 2012 to regain compliance.
The Company can regain compliance with the minimum bid price rule
if the bid price of its common stock closes at $1.00 or higher for
a minimum of 10 consecutive business days during the 180-day
period, although the NASDAQ Stock Market may, in its discretion,
require the Company to maintain a bid price of at least $1.00 per
share for a period in excess of ten consecutive business days
before determining that it has demonstrated the ability to
maintain long-term compliance.

Additionally, if compliance with this Rule cannot be demonstrated
by July 2, 2012, NASDAQ will determine whether the Company meets
the NASDAQ Capital Market initial listing criteria except for the
bid price requirement.  If the Company meets the initial listing
criteria, NASDAQ will notify the Company that it has been granted
an additional 180 calendar day compliance period.  If the Company
is not eligible for an additional compliance period, NASDAQ will
notify the Company that its common stock will be delisted. At that
time, the Company may appeal this determination to delist its
securities to a Listing Qualification Panel.

The Company is actively pursuing a number of initiatives to bring
the Company into compliance with the minimum share price
requirement.

                   About VirtualScopics, Inc.

VirtualScopics, Inc. -- http://www.virtualscopics.com/-- is a
leading provider of imaging solutions to accelerate drug and
medical device development.  VirtualScopics has developed a robust
software platform for analysis and modeling of both structural and
functional medical images.  In combination with VirtualScopics'
industry-leading experience and expertise in advanced imaging
biomarker measurement, this platform provides a uniquely clear
window into the biological activity of drugs and devices in
clinical trial patients, allowing sponsors to make better
decisions faster.


WAGSTAFF MINNESOTA: Can Use Cash Collateral Until April 26
----------------------------------------------------------
Judge Nancy C. Dreher of the U.S. Bankruptcy Court for the
District of Minnesota has approved a stipulation between Wagstaff
Minnesota, Inc., the Official Committee of Unsecured Creditors,
General Electric Capital Corporation, General Electric Capital
Business Asset Funding Corporation of Connecticut, GE Capital
Franchise Finance Corporation, Colonial Pacific Leasing
Corporation, Perella Weinberg Partners Asset Based Value Master
Fund I L.P., and Perella Weinberg Partners ABV Opportunity Master
Fund II A L.P., on the continued use of cash collateral.

Under the terms of the stipulation, the Debtors are authorized to
use cash collateral of the Debtors' secured creditors through and
including Apr. 26, 2012, in accordance with a Budget, for the
period ending Jan. 28, 2012.

With the consent of GE and Perella, the Debtors may file an
extension(s) of the Budgets beyond the period ending Jan. 28,
2012, through and including April 26, 2012, and the Debtors will
be authorized to use cash collateral in accordance with such
extended Budgets under the terms of the Final Cash Collateral
Order.

As reported in the Troubled Company Reporter on June 22, 2011,
the U.S. Bankruptcy Court for the District of Minnesota authorized
Wagstaff Minnesota Inc. and its debtor-affiliates to use, on a
final basis, cash collateral of General Electric Capital
Corporation, General Electric Capital Business Asset Funding
Corporation of Connecticut, GE Capital Franchise Finance
Corporation, and Colonial Pacific Leasing Corporation.

The Debtors also request authority to use certain cash and cash
equivalents to the extent that they constitute "cash collateral"
of Perella Weinberg Partners Asset Based Value Master Fund I L.P.
and Perella Weinberg Partners ABV Opportunity Master Fund II A
L.P.

The Debtors will use the cash to continue their operations and
preserve the going-concern value of their assets.

After the expiration of the term of the budget, the Debtors would
be able to obtain use of any cash collateral under the procedures
as follows:

   a) through and including the period covered by the budget;

   b) through and including the term of any subsequent budget that
      is filed and served not less than 21 days prior to the
      expiration of the terms of the budget;

   c) if an objection is filed to that budget proposed in
      accordance with clause;

   e) the Debtors will schedule a hearing on that proposed budget,
      in which case, the use of cash collateral shall continue for
      the term authorized by the Court;

   f) this process may continue through and including April 30,
      2012.

The Debtors said they are obligated to GE in an aggregate amount
in excess of $45 million, and PWP in the amount in excess of $13
million.  All of the amounts owing to PWP and GE are legal, and
are not subject to any offset, defense, claim, counterclaim or any
other diminution of any kind.

As adequate protection for any diminution in the secured creditors
collateral arising from the Debtors use, the Debtors granted
secured creditors replacement liens in each of the respective
Debtors' post-petition cash, accounts, equipment, inventory and
the proceeds of the foregoing to the extent of the Debtors'
utilization thereof.

                    About Wagstaff Properties

Hanford, California-based Wagstaff Properties LLC and its debtor-
affiliates filed for Chapter 11 protection (Bankr. D. Minn. Case
No. 11-43074) on April 30, 2011.  The cases are jointly
administered with Wagstaff Minnesota, Inc. (Case No. 11-43073).
Bankruptcy Judge Nancy C. Dreher presides over the cases.
Fredrikson & Byron, PA, and Peitzman Weg & Kempinsky LLP,
represent the Debtors in their restructuring efforts.  Alvarez &
Marsal North America LLC serves as the Debtors' financial advisor.
Trinity Capital, LLC and its affiliated broker-dealer, BWK Trinity
Capital Securities LLC, serve as the Debtors' investment banker
with respect to a sale of their assets.  Epiq Bankruptcy Solutions
LLC provides administrative, noticing and balloting services.
Wagstaff Properties estimated assets and liabilities at
$10 million to $50 million.

On June 8, 2011, the U.S. Trustee appointed three member to the
Official Committee of Unsecured Creditors in the Debtors' cases.
Freeborn & Peters LLP and Lommen, Abdo, Cole, King & Stageberg
P.A. serve as the Committee's counsel.


WAGSTAFF MINNESOTA: Exclusive Filing Period Extended to March 30
----------------------------------------------------------------
Judge Nancy C. Dreher of the U.S. Bankruptcy Court for the
District of Minnesota has extended the period in which Wagstaff
Minnesota, Inc., has the exclusive right to file a chapter 11 plan
through March 30, 2012.  In addition, the period in which the
Debtors have the exclusive right to obtain acceptance of the plan
is also extended through May 29, 2012.

As reported in the Troubled Company Reporter on Dec. 6, 2011,
the Debtors requested to extend their exclusive periods to file
and solicit acceptances for the proposed plan of reorganization
until March 30, 2012, and May 29, respectively.

The Debtors expect to begin drafting a plan shortly.  The Debtors
believe that it is best to file a plan after the conclusion of
appellate oral argument regarding the Debtors' rejection of KFC
Corporation, their secured creditors, reinstatement agreements
scheduled for Dec. 12, 2011, the results of which are critical to
the Debtors recovery plans.

The Debtors needed additional time to conclude substantive plan
negotiations with KFC, General Electric Capital Corporation and
its affiliates and Perella Weinberg Partners Asset Based Value
Master Fund I L.P. and its affiliates and the Official Committee
of Unsecured Creditors.

                    About Wagstaff Properties

Hanford, California-based Wagstaff Properties LLC and its debtor-
affiliates filed for Chapter 11 protection (Bankr. D. Minn. Case
No. 11-43074) on April 30, 2011.  The cases are jointly
administered with Wagstaff Minnesota, Inc. (Case No. 11-43073).
Bankruptcy Judge Nancy C. Dreher presides over the cases.
Fredrikson & Byron, PA, and Peitzman Weg & Kempinsky LLP,
represent the Debtors in their restructuring efforts.  Alvarez &
Marsal North America LLC serves as the Debtors' financial advisor.
Trinity Capital, LLC and its affiliated broker-dealer, BWK Trinity
Capital Securities LLC, serve as the Debtors' investment banker
with respect to a sale of their assets.  Epiq Bankruptcy Solutions
LLC provides administrative, noticing and balloting services.
Wagstaff Properties estimated assets and liabilities at
$10 million to $50 million.

On June 8, 2011, the U.S. Trustee appointed three member to the
Official Committee of Unsecured Creditors in the Debtors' cases.
Freeborn & Peters LLP and Lommen, Abdo, Cole, King & Stageberg
P.A. serve as the Committee's counsel.


WASHINGTON MUTUAL: Objections to Disclosure Statement Filed
-----------------------------------------------------------
BankruptcyData.com reports that the BKK Joint Defense Group, the
MBS plaintiffs, the consortium of trust preferred security
holders, the TPS Group and numerous other parties filed with the
U.S. Bankruptcy Court separate objections and limited objections
to Washington Mutual's Disclosure Statement related to the Seventh
Amended Joint Plan.

The official equity security holders' committee and the Debtors
filed separate objections to the motion of the consortium of trust
preferred security holders seeking to determine the propriety of
the proposed classification of interests subject to treatment
under Class 19 of the Seventh Amended Plan of Liquidation.

Separately, BankruptcyData.com reports that the official committee
of equity security holders, the Debtors and JPMorgan Chase Bank,
National Association separately objected to the previously-filed
motion of the consortium of trust preferred security holders for a
stay of confirmation proceedings pending appeal. Finally,
Washington Mutual objected to the official committee of unsecured
creditors' motion to alter or amend the Court's opinion and order
regarding subordination of the claim of Tranquility Master Fund.

                      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.


* Total Bankruptcy Filings Fall 12% in 2011
-------------------------------------------
American Bankruptcy Institute reports that total bankruptcy
filings in the United States decreased 12% in 2011 over calendar
year 2010, according to data provided by Epiq Systems, Inc.
Bankruptcy filings totaled 1,379,113 for the 12-month period
ending Dec. 31, 2011, compared to the previous year's total of
1,561,008.


* Former Parma Mayor Takes on Full-Time Role at McDonald Hopkins
----------------------------------------------------------------
Former Parma Mayor Dean DePiero has taken on a full-time role as
"of counsel" at McDonald Hopkins LLC, a business advisory and
advocacy law firm. DePiero, who specializes in business law and
government advocacy, had been mayor of Ohio's seventh largest city
since 2004.  DePiero has held a part-time position as "of counsel"
at McDonald Hopkins since 2006.

"This is exciting for Dean and for our firm," said Carl J. Grassi,
president of McDonald Hopkins.  "Dean has considerable leadership
experience as an elected official on both the state and local
level, which enables him to provide useful insights and guidance
to our government affairs and general business clients."

The Government Affairs Practice at McDonald Hopkins helps identify
ways the government can contribute a solution to a business
challenge, such as complying with regulatory and legislative
mandates, securing funding for an important project, or obtaining
government contracts.  The Business Department provides legal and
business counseling in a wide range of areas including mergers and
acquisitions, taxation, real estate, capital markets, and labor
and employment.

DePiero is a former state legislator who represented the 15th Ohio
House District for three terms and served as House Democratic
leader.  Prior to his state government work, DePiero was assistant
prosecutor and assistant law director for the City of Berea.

The former mayor is committed to community service.  He has been
secretary of the Northeast Ohio Regional Sewer District (NEORSD)
since 2007, is past president and board member of the Ohio
Municipal League and former board member of the Northeast Ohio
Area Coordinating Agency (NOACA).

A practicing attorney since 1994, DePiero received his J.D. from
Cleveland Marshall College of Law and a Bachelor of Arts degree
from Ashland University.

                    About McDonald Hopkins

McDonald Hopkins -- http://www.mcdonaldhopkins.com/-- is a
business advisory and advocacy law firm with offices in Chicago,
Cleveland, Columbus, Detroit, Miami, and West Palm Beach.  The
firm's comprehensive legal services are provided by teams of
specialized attorneys and professionals in areas such as business
law, litigation, business restructuring and bankruptcy, estate
planning, government affairs, healthcare, intellectual property,
labor and employment, and mergers and acquisitions. The president
of McDonald Hopkins is Carl J. Grassi.


* Hill Ward's Andrew Lennox Joins Carlton Fields
------------------------------------------------
Natalie Rodriguez at Bankruptcy Law360 reports that Carlton Fields
said it has reeled in a bankruptcy practice expert from Hill Ward
Henderson to join its Tampa, Fla., offices as a shareholder and
has also brought on a new health care associate.

Andrew W. Lennox adds new blood to the firm's bankruptcy and
creditors' rights practice after having spent two years as an
associate at Hill Ward.  Meanwhile, recent law graduate Thomas
Ferrante will join the office's ranks as an associate in the
health care practice, Law360 reports.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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