TCR_Public/120113.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, January 13, 2012, Vol. 16, No. 10

                            Headlines

155 EAST: To Present Hooters Plan for Confirmation on March 2
785 PARTNERS: To Seek Approval of the 3rd Amended Plan on Jan. 31
AAR CORP: Moody's Assigns 'Ba3' Corporate Family Rating
AMBAC FINANCIAL: Wants Plan Exclusivity Until April 4
AMBAC FINANCIAL: Dist. Court Affirms $27.1MM Securities Settlement

AMERICAN AIRLINES: Delta, TPG and USAir Mull Bids & Tap Advisors
AMERICAN LASER: Auction Set for Jan. 30; Loan Approved
AMERICAN NATURAL: Goodman & Company Discloses 8.9% Equity Stake
AMERICAN SCIENTIFIC: C. Tirotta Dismissed as Board Chairman
BEACON POWER: Stephentown Files Schedules of Assets & Debts

BEHRINGER HARVARD: Credit Union Mulls Sale of Palomar Loan
BLOCKBUSTER INC: Closes Outlet in Alpharetta, Georgia
BLUEKNIGHT ENERGY: James Dyer Plans to Retire as CEO
BON-TON STORES: Moody's Cuts Rating on $480MM Notes to 'Caa2'
BROADLINK TELECOM: Case Summary & 20 Largest Unsecured Creditors

BYSYNERGY LLC: Sec. 341 Creditors' Meeting Set for Jan. 27
CAGLE'S INC: U.S. Trustee, Committee Oppose Bonus Program
CCO HOLDINGS: Moody's Rates $750MM Sr. Unsecured Notes at 'B1'
CENTER STAGE: Files for Chapter 11 Bankruptcy Protection
CENTRAL FALLS: U.S. Trustee Unable to Form Committee

CENTRAL FALLS: Judge Approves Pension Cuts for Retirees
CHARLESTON ASSOCIATES: Disclosures Hearing Adjourned to Feb. 22
CHRISTIAN BROTHERS: Taps Re/Max "10" as Real Estate Broker
CLAIRE'S STORES: Eugene Kahn Resigns as Chief Executive Officer
CLARE AT WATER: Has Final OK on $12 Million Postpetition Financing

COMMERCIAL METAL: Moody's Cuts Sr. Unsec. Note Ratings to 'Ba2'
CONTESSA PREMIUM: Louis S. Wang Objects to Plan Confirmation
CROSSOVER FINANCIAL: U.S. Trustee Objects to Disclosure Statement
CYBERDEFENDER CORP: 4 Proposals Approved at Special Meeting
DAVID ALEXANDER: Files for Bankruptcy to Avert Foreclosure

DEEP DOWN: Flotation Investor Discloses 8.5% Equity Stake
DIAMOND FOODS: U.S. Attorney Opens Accounting Probe
DJ CHRISTIE: Liberty Bank May Intervene in Lawsuit
DOWNEY REGIONAL: Arranges Loan for Jan. 26 Plan Approval
DUNE ENERGY: West Face Discloses 15.4% Equity Stake

FANNIE MAE: Michael Williams to Resign as President and CEO
FILENE'S BASEMENT: Examiner Hearing Set for Feb. 8
FILENE'S BASEMENT: Syms Drops 7.4% After Quarterly Financials
FX4 LLC: Intends to Shut Down Three Store Locations
GRAND RIVER: Erman Teicher Approved as Committee's Attorneys

GAC STORAGE: Seeks to Employ Shaw Gussis as Local Counsel
GARDENS OF GRAPEVINE: Files 2nd Amended Plan, Adds Lowary Claim
GENERAL MARITIME: Gets Court Nod to Sell Substantially All Assets
GETTY PETROLEUM: Wins Court Approval to Hire KCC as Claims Agent
GETTY PETROLEUM: Court Orders Lease Payment to Getty Realty

GRAND RIVER: Committee Can Retain Erman Teicher as Attorneys
HAMPTON ROADS: Michael Sykes Joins as BHR Lending Unit SVP
HARSCO CORP: Moody's Review Ratings for Possible Downgrade
HORIZON LINES: Beach Point Discloses 32.6% Equity Stake
HORIZON LINES: Virginia Retirement Discloses 10.2% Equity Stake

HOSTESS BRANDS: To Continue Talks With Labor Partners
HOSTESS BRANDS: Taps Jones Day as Lead Bankruptcy Counsel
HOSTESS BRANDS: Hires Kurtzman Carson as Claims Agent
HUBBARD PROPERTIES: IWA Objects to Amended Disclosure Statement
ICAHN ENTERPRISES: Moody's Rates $500MM Sr. Unsec. Notes at 'Ba3'

INNER CITY: Seeks Lease Decision Period Extension Thru April 5
INNER CITY: Yucaipa, Fortress to Purchase WLIB-WBLS in Debt Swap
INTERNATIONAL ENERGY: Files Revised Disclosure Statement
JAMES RIVER: BlackRock Discloses 11.7% Equity Stake
JCK HOTELS: Court Approves Sook Hyun Cho as Financial Advisor

LEHMAN AUSTRALIA: Seeks Protection From Creditors in the U.S.
LEHMAN BROTHERS: Bid to Block EQR in Archstone Sale Rejected
LEHMAN BROTHERS: Australian Liquidators Oppose Stay of BNY Suit
LEHMAN BROTHERS: Two Creditors Oppose Allocation of LBI Property
LEHMAN BROTHERS: Wins Approval to Hire Akerman as Special Counsel

LEHMAN BROTHERS: Quinn Emanuel Hired by Lehman Europe
LEHMAN BROTHERS: Kaupthing's Claim Reduced by $2.4 Million
LEHMAN BROTHERS: Granite, et al., Oppose Assumption of Contracts
LEVEL 3 FINANCING: Moody's Assigns B3 Rating to New $900MM Notes
LOS ANGELES DODGERS: Judge Quickly Approves Fox Settlement

M WAIKIKI: Wants to Incur Additional $500,000 from Davidson Trust
MADISON 92ND: Proposes Auction; CIM Has $84MM Opening Bid
MARKETXT HOLDINGS: Appeal Dismissal Justified by 3 Extensions
MGM RESORTS: Moody's Assigns 'B3' Rating to $500MM Notes Due 2019
MONTANA ELECTRIC: Court Approves Temple to Provide Legal Advice

MONTANA ELECTRIC: Objections Cue Doak to Withdraw Representation
MORGAN'S FOODS: James Pappas Discloses 9.4% Equity Stake
MOVIE GALLERY: Lenders May Sue Collection Agencies
NEW STREAM: Settlement on US/Cayman Cash Escrow Distribution OK'd
NEW STREAM: Settlement of Spar(2004)'s Proofs of Claim Approved

NEWPAGE CORP: A&M Okayed as Committee's Financial Adviser
NEWPAGE CORP: Court OKs Aon as Compensation Consultant
NEWPAGE CORP: Court OKs Deloitte as Tax Services Provider
NORTEL NETWORKS: Criminal Trial to Begin Monday
OILSANDS QUEST: Granted Extension of NYSE Amex Listing 'til Feb 17

PACIFIC LUMBER: Scotia-Palco Owners Rebuff Attack From Noteholders
PELICAN ISLES: CDT Balks at Shortening of Plan Objection Period
PHILLIPS RENTAL: Regions Bank Wants to Deny Plan Confirmation
POINT BLANK: Creditors Have Until Today to File Proofs of Claim
POWER BALANCE: Emerges From Bankruptcy Under New Ownership

POWER EFFICIENCY: Eliminates Chief Operating Officer Position
PRECISION OPTICS: Marxe and Greenhouse Holds 53.7% Equity Stake
RCS CAPITAL: Court Sets Jan. 30 Disclosure Statement Hearing
RESIDENTIAL CAPITAL: Bondholders Tap White & Case for Legal Advice
RESORTS DEVELOPMENT: Center Stage Alabama Files for Bankruptcy

ROTECH HEALTHCARE: Moody's Cuts Corp. Family Rating to 'B3'
SEALY CORP: H Partners Discloses 14.5% Equity Stake
SEQUENOM INC: Faces Complaint in Calif. Over "540 Patent"
SHASTA LAKE: Negotiates Use of BofA Cash Collateral Thru Mar. 31
SHOREBANK CORP: Files for Chapter 11 Bankruptcy Protection

SOLYNDRA LLC: Proposes Bonuses to Help With Sale, Taxes
SSI GROUP: Closes Sales to Captain D's and LNC Ventures
STRATEGIC AMERICAN: Adds Production in North Point Bolivar Field
SUDDENLY BEAUTIFUL: Involuntary Chapter 11 Case Summary
SWADENER INVESTMENT: Court Confirms Second Amended Chapter 11 Plan

TALON THERAPEUTICS: Joseph Landy Discloses 89.9% Equity Stake
TBS INTERNATIONAL: Executes Term Sheet with Royal Bank
TELIPHONE CORP: Acquires NYTEX in All Stock Transaction
TENNESSEE ENERGY: Moody's Ups Rating on Serie 2006A Bond from Ba3
TERRESTAR NETWORKS: Plan Confirmation Hearing Set for Feb. 13

TMP DIRECTIONAL: Court OKs Epiq as Claims and Notice Agent
TOWNSEND CORP: Wants to Extend Exclusive Filing Period to Apr. 6
TOWNSEND CORP: Has GlassRatner to Find Buyers for Dealership
TRAILER BRIDGE: Plan to Exit Bankruptcy by March May Not Happen
UNITED CONTINENTAL: Enters Into $500-mil. Credit Facility

UNITED CONTINENTAL: Gets FAA Single Operating Certificate
UNITED CONTINENTAL: Continues to Work on Labor Contracts
UNITED CONTINENTAL: Fourth Quarter Domestic ASMs Decrease 4.8%
UNITED GILSONITE: Wants to Extend Exclusive Period to July 16
VERSO PAPER: Moody's Affirms 'B2' Corp. Family Rating

VILLAGE AT PENN STATE: To Sell Facility at Jan. 30 Auction
VILLAGE AT PENN STATE: Sec. 341 Meeting Rescheduled to Jan. 24
VITRO SAB: Wins Two More Skirmishes With Bondholders
VUANCE LTD: Incurs $230,000 Net Loss in Third Quarter
WEST COAST: Case Summary & 20 Largest Unsecured Creditors

WESTERN WOOD: Case Summary & 19 Largest Unsecured Creditors
WHITESTONE HOUSTON: Contour Entertainment In Talks to Buy Project
WPCS INTERNATIONAL: Five Directors Elected at Annual Meeting
ZOO ENTERTAINMENT: MMB Provides $250,000 Additional Funding

* Junk Defaults Falling in U.S. While Rising in Europe

* BOOK REVIEW: Fraudulent Conveyances



                            *********

155 EAST: To Present Hooters Plan for Confirmation on March 2
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the owner of the Hooters Casino Hotel in Las Vegas
scheduled a March 2 confirmation hearing for approval of the
Chapter 11 plan after the bankruptcy judge conditionally approved
the explanatory disclosure statement this week.

Mr. Rochelle relates that the casino's owner filed the plan on
Jan. 3 where secured creditor Canpartners Realty Holding Co. IV
LLC will acquire the property in exchange for debt. Canpartners
owns 98.4% of the $130 million in 8.75% second-lien senior secured
notes.  To fund the plan, Canpartners is allowing the casino to
retain $10.6 million cash to 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.


785 PARTNERS: To Seek Approval of the 3rd Amended Plan on Jan. 31
-----------------------------------------------------------------
On Dec. 14, 2011, the U.S. Bankruptcy Court for the Southern
District of New York approved the adequacy of the Second Amended
Disclosure Statement for the Third Amended Plan of Reorganization
filed in the Chapter 11 case of 785 Partners LLC.

The voting deadline will be on Jan. 17, 2012, at 5:00 p.m.
Objections, if any, to confirmation of the Plan must also be filed
on or before Jan. 17, 2012, at 5:00 p.m.  The Court will consider
the confirmation of the plan at a hearing on Jan. 31, 2012, at
10:00 a.m.

On Dec. 13, 2011, 785 Partners LLC filed a black-line of its
Second Amended Disclosure Statement.  Except as otherwise provided
in the Plan, the Debtor will continue to exist after the Effective
Date as a separate entity, with 8 Avenue and 48th Street
Development LLC as initial managing member.

The funds utilized to make Cash payments under the Plan will be
generated from, among other things, the disposition of the BPA
Down Payment Escrow, as set forth in Section 4.2 of the Plan, and
the Lease-Up, as set forth in Section 4.3 of the Plan.

Class 4 Times Square is deemed to have rejected the Plan and,
thus, not entitled to vote.  In addition, he Debtor expects Class
3 First Manhattan to reject the Plan.  As a result, the Debtor
will request confirmation of the Plan under Section 1129(b) of the
Bankruptcy Code.

Holders of allowed general unsecured claims will be paid in full,
in cash, from the BPA Down Payment Escrow.  Old membership
interests will be canceled and extinguished.  8 Avenue will
receive 63.75% of the new membership interests, Tower will receive
1.00%, and Esplanade will receive 0.25%.  A copy of the Second
Amended Disclosure Statement is available for free at:

         http://bankrupt.com/misc/785partners.doc110.pdf

                      About 785 Partners LLC

785 Partners LLC owns a 42-story building on 785 Eighth Avenue,
New York.  The developer intended to sell 122 condominium units,
but it failed to obtain the requisite condominium approvals from
the New York State Attorney General.

785 Partners is owned 98.75% by 8 Avenue and 48th Street
Development LLC.  The remaining membership interests are held by
Esplanade Tower Corporation -- its managing member, the holder of
a 1% membership interest, and a wholly-owned subsidiary of 8
Avenue -- and Esplanade 8th Avenue LLC -- holder of a passive
0.25% membership interest.

The Company obtained $84 million of secured financing in January
2007 from PB Capital Corporation, and TD Bank, N.A.  First
Manhattan later bought the secured claim and says the claim has
risen to $101 million, which is higher than the market value of
the property.

785 Partners filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
11-13702) on Aug. 3, 2011.  Sheldon I. Hirshon, Esq., Craig A.
Damast, Esq., and Lawrence S. Elbaum, Esq., at Proskauer Rose LLP,
in New York, represent the Debtor as counsel.  Weitzman Group Inc.
serves as real estate and financial consultant.

In its schedules, the Debtor disclosed $106,000,000 in assets and
$95,467,612 in liabilities, all secured.

Attorneys for First Manhattan Developments REIT are
SILVERMANACAMPORA LLP and SCHIFF HARDIN, LLP.


AAR CORP: Moody's Assigns 'Ba3' Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service has assigned Ba3 corporate family and
senior unsecured note ratings to AAR Corp. The company plans to
issue $175 million of senior unsecured notes due 2022 to partially
repay revolver borrowings that helped fund $280 million of
acquisition spending in December 2011. The rating outlook is
stable.

Ratings Rationale

The Ba3 CFR reflects AAR's scale as an established maintenance
repair/overhaul aviation business (MRO) and growth of alternative
business lines over the past few years. Efforts to diversify its
revenue stream have made operating profit more resilient against
economic softness. The rating anticipates that acquisition and
investment spending levels will decline near-term, permitting
effective integration of recent acquisitions and generation of
free cash flow that can be applied to reduce some of the
acquisition borrowings. AAR's Government & Defense Services
segment (30% of H1-FY2012 sales) performance could face stress as
U.S. Army troop levels in Afghanistan decline and thereby limit
realization of returns on the heavy segment investments undertaken
since 2010. Operating profits from AAR's commercial business lines
should benefit from gradually growing airline passenger miles and
commercial aircraft build rates, offsetting pressure from the
defense side, and helping the company maintain credit metrics on
par with the rating level. We expect debt to EBITDA in the high 3x
range at Q3-FY2012, declining to below 3.5x by FY2013. (Moody's
adjusted basis, which includes partial consolidation of company's
joint ventures.)

The rating considers that AAR's MRO strength has helped cross-
selling efforts and provides avenues to new markets, though the
legacy business is competitive and potential for margin gains
within it are more limited. Asset returns and revenue growth goals
will probably involve further acquisitions of higher margin
businesses, following the near-term period of integration. We
expect the potential scale and pace of acquisition spending should
not raise financial leverage metrics beyond a supportive range.

A good liquidity profile, as denoted by the speculative grade
liquidity of SGL-2 also supports the CFR. With +$300 million
available on the company's (unrated) revolving credit facility
proforma for the planned senior unsecured note offer, internal
cash requirements can be comfortably met. The good revolver
availability level helps offset the potential cash needs related
to AAR's $270 million of convertible notes. In February 2013, $120
million of convertible notes (those due 2026, unrated) can be put
for redemption.

Upward rating momentum would depend on expectation of higher
return levels and steadier free cash flow as AAR evolves its
portfolio of aerospace/defense businesses. Debt to EBITDA in the
low 3x range, return on assets +5%, and expectation of free cash
flow to debt consistently at the mid-single digit percentage level
would drive a higher rating. Downward rating pressure would build
with debt to EBITDA sustained above 4x, return on assets at or
below 2%, or a weakening of the liquidity profile.

Ratings:

Corporate family, assigned at Ba3

Probability of default, assigned at Ba3

$175 million senior unsecured notes due 2022, assigned at Ba3,
LGD3, 45%

Speculative grade liquidity, assigned at SGL-2

Outlook, Stable

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

AAR Corp., headquartered in Wood Dale, Illinois, is a diversified
provider of parts and services to the worldwide aviation and
aerospace/defense industry. Revenues over the twelve months ended
November 30, 2011 were $2 billion.


AMBAC FINANCIAL: Wants Plan Exclusivity Until April 4
-----------------------------------------------------
Ambac Financial Group, Inc. asks Judge Shelley C. Chapman of the
U.S. Bankruptcy Court for the Southern District of New York to
extend its exclusive deadline period to solicit acceptances for
its Second Amended Plan of Reorganization through April 4, 2012.

The Debtor made the request before the current Exclusive
Solicitation Period expires on February 3, 2012.

The Plan is premised on a global settlement negotiated by the
Debtor with the Official Committee of Unsecured Creditors, Ambac
Assurance Corporation, the segregated account of AAC, the Office
of the Commissioner of Insurance for the State of Wisconsin, the
OCI as rehabilitator of the Segregated Account, and an informal
group of holders of the Debtor's senior notes.

Among other contingencies, consummation of the Debtor's Plan is
dependent upon resolution of the claims against the Debtor of the
Department of the Treasury - Internal Revenue Service and the
Debtor's adversary proceeding against the United States.  As
noted in the Debtor's counsel's Nov. 11, 2011 letter to the
Court, substantial progress has been made towards achieving a
framework for resolving the IRS Dispute.  In furtherance of
efforts to resolve the IRS Dispute, the deadline for voting to
accept or reject the Plan has been extended to January 30, 2012,
and the confirmation hearing is reset to February 15, 2012.

Although no settlement has been reached on all of the issues in
the IRS Dispute, the Debtor has submitted to the U.S. Department
of Justice a proposal for settling the dispute on terms that the
Debtor believes will be acceptable to the United States, Peter A.
Ivanick, Esq., at Dewey & LeBoeuf LLP, in New York, tells Judge
Chapman.

The terms of the Debtor's proposal includes:

  (i) a payment by AAC of approximately $100 million, as
      permitted by the Mediation Agreement;

(ii) a payment by the Debtor of approximately $1.9 million in
      connection with the IRS Claims;

(iii) a $1 billion reduction in the amount of loss carry-
      forwards which might otherwise be available to offset
      future taxable income of the Debtor's consolidated tax
      group; and

(iv) the IRS will be paid 12.5% of any payment to the Debtor by
      AAC associated with NOL Usage Tier C and the IRS will be
      paid 17.5% of any payment to the Debtor by AAC associated
      with NOL Usage Tier D.

Of the $1 billion reduction in the amount of loss carry-forwards
which might otherwise be available, 85% of the reduction will be
borne by the Debtor and 15% of the reduction will borne by AAC.

Mr. Ivanick further notes that the terms of any final settlement
on the IRS Dispute would require the approval of the Bankruptcy
Court, OCI, the Committee, the IRS, the Department of Justice,
Tax Division, the Joint Committee on Taxation, the Circuit Court
of Dane County, Wisconsin, in which rehabilitation proceedings
are pending with respect to the Segregated Account, and the
boards of directors of the Debtor and AAC.

"The Exclusive Solicitation Period should thus be extended so
that the Debtor and its major stakeholders can work towards
confirming the Plan and achieving an IRS Settlement without
concern for whether other parties may solicit a competing plan
and jeopardize the Amended Plan Settlement that has taken the
Debtor and its major stakeholders over a year to negotiate," Mr.
Ivanick asserts.

A further extension of the Exclusive Solicitation Period will
provide the Debtor with sufficient time to address any unforeseen
solicitation issues and move expeditiously towards Plan
confirmation, Mr. Ivanick continues.  He insists that the Debtor
has filed a viable Plan and has solicited votes to accept or
reject the same.  He adds that the Debtor has been paying, and
will continue to pay, its postpetition obligations as they become
due.

The Bankruptcy Court will consider the Debtor's request on
January 19, 2012.  Objections are due no later than January 12.

                       About Ambac Financial

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

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

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

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

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

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

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

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

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

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


AMBAC FINANCIAL: Dist. Court Affirms $27.1MM Securities Settlement
------------------------------------------------------------------
Judge Naomi Reice Buchwald of the U.S. District Court for the
Southern District of New York entered a memorandum and order
affirming the U.S. Bankruptcy Court for the Southern District of
New York's order approving the $27.1 million settlement to
resolve securities lawsuits against Ambac Financial Group, Inc.

Police and Fire Retirement System of the City of Detroit took an
appeal from the Bankruptcy Court's decision, arguing, among other
things, that AFG did not have the authority to release the
derivative claims as part of the Settlement with the class action
plaintiffs.

The District Court found that the Bankruptcy Court did not abuse
its discretion in finding that the Settlement fell "well above
the lowest point in the range of reasonableness" and its approval
was thus warranted.

Judge Buchwald further held that all causes of action held by the
debtor become the exclusive property of the bankruptcy estate
upon commencement of bankruptcy proceedings pursuant to Section
541 of the Bankruptcy Code.  Likewise, Judge Buchwald rejected
the PFRS's proposal that it should be permitted to pursue the
derivative claims on behalf of the bankruptcy estate because AFG
has "effectively abandoned" those claims.   Rather than abandon
its claims, AFG settled those claims on terms that the Bankruptcy
Court deemed reasonable, the federal judge determined.

The District Court also rejected the PFRS's position that the
derivative claims should be considered abandoned simply because
there are directors named in the Derivative Actions who continue
to serve on the AFG board.  "Such a position, if accepted, would
essentially render null the previously established power of a
debtor-in-possession to settle the claims held by a bankruptcy
estate," Judge Buchwald opined.

Regardless of how involved the Official Committee of Unsecured
Creditors may have been in negotiating the Settlement, it was
aware of the final terms of the agreement and had every incentive
to object if it believed that more favorable terms could be
reached in favor of the Debtor's estate, Judge Buchwald opined.
The Bankruptcy Court was thus justified in placing significant
weight on the Creditors Committee's support for Settlement, the
District Court ruled.

As noted by the Bankruptcy Court, litigation of the securities
class action claims and the derivative claims would likely
continue for many years, at a substantial cost to the parties,
acknowledged Judge Buchwald.  Indeed, AFG's general counsel
Stephen Ksenak testified at the Bankruptcy Court hearing that, in
the absence of the Settlement, litigating both sets of claims
could cost AFG approximately $20 million.

Settlement, in contrast, "eliminates uncertainty and delay,
reduces costs, and brings finality to the parties' dispute," the
District Court held.  "The finality that accompanies settlement
is of particular importance in the bankruptcy context, as
effectuating a prompt and orderly administration of the estate is
a central objective of the bankruptcy system," Judge Buchwald
concluded.

A full-text copy of the District Court's memorandum of opinion
dated December 28, 2011 is available for free at:

       http://bankrupt.com/misc/Ambac_Dec28DCOpinion.pdf

                       About Ambac Financial

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

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

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Delta, TPG and USAir Mull Bids & Tap Advisors
----------------------------------------------------------------
The New York Times and The Wall Street Journal report that
potential buyers have emerged for American Airlines.

Michael J. de la Merced and Jad Mouawad of The NY Times, citing
two different people briefed on the matter, report Delta Air Lines
and private equity firm TPG Capital are considering separate bids
for AMR Corporation, American's parent company.  WSJ, also citing
people familiar with the matter, reports that Delta, US Airways
Group Inc. and TPG are studying bids for AMR.

Separate sources told the NY Times and WSJ that Delta has hired
the Blackstone Group and is mulling a potential bid.  Blackstone
advised Delta in its 2005 bankruptcy and on its merger with
Northwest Airlines in 2008.  At this point, the NY Times' source
added, it not clear Delta will end up making an offer.

WSJ's Gina Chon, Susan Carey and Mike Spector report that some of
the people familiar with the matter said TPG prefers to work with
a strategic partner for a possible AMR investment.  The sources
told WSJ that TPG has approached AMR about its interest.

TPG has invested in Continental Air Lines and Midwest Air and made
an unsuccessful bid for Australia's Qantas alongside Macquarie.
TPG also worked with AMR on a proposed investment in Japan
Airlines that was eventually rejected.

WSJ's sources also said US Airways has retained advisers to help
it assess a possible bid for AMR.

People familiar with the matter told WSJ that any bids for AMR
likely wouldn't come for many months and would hinge on AMR's
ability to use the Chapter 11 process to chop its labor costs,
shed unwanted aircraft and mark down its contracts with suppliers.

According to the Journal, if Delta were to merge with American,
the combined carrier would control 27% of the U.S. market, unless
it was forced to divest assets to other carriers to satisfy
antitrust concerns. It would quickly regain the No. 1 spot in
traffic from United Continental Holdings Inc., the merged company
formed by United Air Lines and Continental.

People familiar with the matter told WSJ that Delta has conducted
an antitrust analysis on a possible tie-up with AMR and concluded
that, with some concessions, such a deal has a good chance of
passing regulatory muster.

According to the NY Times, analyst Ray Neidl of the Maxim Group
said a deal with Delta was a "remote" possibility.  One
alternative, he noted, was a possible breakup for the airline,
with various parts being bought by different airlines.

Meanwhile, PBGC Director Josh Gotbaum issued a statement on the
importance of American Airlines' pension plans.  "Some have
suggested that American must duck its pension commitments and kill
its pension plans in order to survive.  We think that commitments
to 130,000 workers and retirees shouldn't be disposable, that
American should have to prove in court that this drastic step is
necessary," Mr. Gotbaum said.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02
billion of total operating revenues for the nine months ended
Sept. 30, 2011.  AMR recorded a net loss of $471 million in the
year 2010, a net loss of $1.5 billion in 2009, and a net loss of
$2.1 billion in 2008.

The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

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


AMERICAN LASER: Auction Set for Jan. 30; Loan Approved
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that American Laser Centers will sell the business to an
affiliate of Versa Capital Management LLC absent a higher offer at
an auction Jan. 30.

Auction and sale procedures approved this week say competing bids
are due Jan. 26.  The hearing to approve the sale is set for
Jan. 31.  This week the bankruptcy court also gave final approval
for financing to support the Chapter 11 effort.

The contract with Versa was negotiated before American Laser filed
under Chapter 11 on Dec. 8. The contract calls for Versa to pay
$30 million plus $18 million in new-money financing for the
Chapter 11 effort.

The U.S. Trustee unsuccessfully opposed the sale procedures,
contending they would "preclude adequate marketing."

                   About American Laser Centers

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

ALC Holdings, along with its affiliates, filed a Chapter 11
bankruptcy petition (Bankr. D. Del. Lead Case No. 11-13853) on
Dec. 8, 2011.  Assets are $80.4 million.  Liabilities include
$40.3 million owing on a first-lien debt and $51 million in
subordinated notes.  Some $17.9 million is owing to trade
suppliers.

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

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


AMERICAN NATURAL: Goodman & Company Discloses 8.9% Equity Stake
---------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Goodman & Company, Investment Counsel Ltd., disclosed
that, as of Dec. 31, 2011, it beneficially owns 1,202,087 common
shares of American Natural Energy Corporation representing 8.95%
of the shares outstanding.  A full-text copy of the filing is
available for free at http://is.gd/jQI98H

                       About American Natural

American Natural Energy Corporation (TSX Venture: ANR.U) is a
Tulsa, Oklahoma-based independent exploration and production
company with operations in St. Charles Parish, Louisiana.

As reported by the TCR on April 5, 2011, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company incurred a net loss in 2010 and has a
working capital deficiency and an accumulated deficit at Dec. 31,
2010.

The Company also reported a net loss of $168,698 on $1.92 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $1.02 million on $2.24 million of revenue for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$17.04 million in total assets, $9.49 million in total
liabilities, and $7.55 million in total stockholders' equity.


AMERICAN SCIENTIFIC: C. Tirotta Dismissed as Board Chairman
-----------------------------------------------------------
The board of directors of American Scientific Resources,
Incorporated, pursuant to a duly called meeting, voted to remove
Christopher Tirotta from his position as Chairman of the Board,
effective immediately.

On Jan. 8, 2012, Robert Faber, the Company's Chief Executive
Officer and member of the Board, pursuant to a duly called meeting
of the Board, was appointed by the Board to serve as the Board's
Chairman.

Mr. Faber has 20 years of experience in diverse financial
management, business and acquisitions.  Since 2003, Mr. Faber has
held various positions at Comstock Mining, Inc., a publicly traded
precious metals company, including President, Chief Executive
Officer and Chief Financial Officer.

The Company believes that Mr. Faber's experience in capital
raising and financial planning will help the Company develop its
business strategies and thus will be a valuable Chairman of the
Board.

Mr. Faber does not have a family relationship with any of the
current officers or directors of the Company.

                     About American Scientific

Weston, Fla.-bases American Scientific Resources, Inc., provides
healthcare and medical products.  The Company develops,
manufactures and distributes healthcare and medical products
primarily to retail drug chains, retail stores specializing in
sales of products for babies and medical supply dealers.  The
Company does sub-component assembly and packaging for the
Disintegrator product line.  All of the Company's other products
are manufactured by third parties.  The Company was comprised of
three subsidiaries: (i) Kidz-Med, Inc., (ii) HeartSmart, Inc., and
(iii) Ulster Scientific, Inc., of which only Kidz-Med was active
until Dec. 31, 2010.  All subsidiaries are currently inactive.

The Company reported a net loss applicable to common shareholders
of $6.92 million on $763,020 of net product sales for the nine
months ended Sept. 30, 2011, compared with a net loss applicable
to common shareholders of $4.78 million on $578,961 of net product
sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.26 million in total assets, $9.21 million in total liabilities,
and a $7.95 million total shareholders' deficit.

Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
expressed substantial doubt about American Scientific Resources'
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that the Company has
suffered recurring losses, its current liabilities exceed its
current assets and it is in default with certain of its
obligations.


BEACON POWER: Stephentown Files Schedules of Assets & Debts
-----------------------------------------------------------
Beacon Power Corporation affiliates Stephentown Regulation
Services LLC and Stephentown Holding LLC filed with the U.S.
Bankruptcy Court for the District of Delaware their schedules of
assets and liabilities.

Stephentown Regulation Services disclosed:

    Name of Schedule              Assets         Liabilities
    ----------------            -----------      -----------
A. Real Property                        $0
B. Personal Property           $15,527,736
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                               $39,294,254
E. Creditors Holding
    Unsecured Priority
    Claims                                                $0
F. Creditors Holding
    Unsecured Non-priority
    Claims                                        $2,387,628
                                -----------      -----------
       TOTAL                    $15,527,736      $41,681,882

A copy of Stephentown Regulation Services' schedules of assets and
liabilities is available for free at:

      http://bankrupt.com/misc/stephentownregulation.sal.pdf

Stephentown Holding disclosed $1,500 in assets and $4,966 in
liabilities.  A copy of the schedules is available for free at:

      http://bankrupt.com/misc/stephentownholding.sal.pdf

                        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.

Affiliates that simultaneously sought Chapter 11 protection are
Stephentown Holding LLC (Bankr. D. Del. Case No. 11-13451) and
Stephentown Regulation Services LLC (Bankr. D. Del. Case No.
11-13452).


BEHRINGER HARVARD: Credit Union Mulls Sale of Palomar Loan
----------------------------------------------------------
Mockingbird Commons LLC, an entity in which Behringer Harvard
Short-Term Opportunity Fund I LP holds a 70% ownership interest,
is currently the borrower under a loan agreement with Credit Union
Liquidity Services, LLC, f/k/a Texans Commercial Capital, LLC,
whereby the Borrower was permitted to borrow up to $34 million or
"Palomar Residences Loan Agreement" to construct luxury high-rise
condominiums in Dallas, Texas.

As previously reported, in January 2011 the Borrower failed to
make a mandatory $3 million principal payment required under the
Palomar Residences Loan Agreement.  Behringer received notice from
the Lender demanding payment of the $3 million principal payment
by May 20, 2011.  The payment was not made by that date and thus
constituted an event of default under the loan agreement.  The
parent of the Lender was placed into conservatorship by the credit
union regulator, the National Credit Union Administration, in
April 2011 during negotiations to extend or modify the Palomar
Residences Loan Agreement.  The Borrower did not pay the
outstanding principal balance, together with all accrued, but
unpaid interest due on the maturity date of Oct. 1, 2011, as
Behringer continued to negotiate with the Lender.  In December
2011, the parties had negotiated a recapitalization of the Palomar
Residences Loan Agreement; however, the transaction ultimately was
not approved by the credit union regulator and could not be
completed.  Subsequently, on Jan. 5, 2012, the Borrower received
notice from the Lender demanding immediate payment of the entire
outstanding principal balance of $22.8 million and all accrued but
unpaid interest.  Behringer has been informed that the Lender and
regulators are considering marketing the note under the Palomar
Residences Loan Agreement for sale.

Behringer converted the unsold condominium units in the Palomar
Residences to a rental program in the first quarter of 2009.
These units were 100% leased until May 2011 when the Company
restarted its sales program.  Behringer sold six units in the
project in 2011, its first sales in the condo tower since 2007.

Behringer Harvard Mountain Village, LLC, the Company's wholly-
owned subsidiary, entered into a promissory note payable to the
Lender, whereby the borrower was permitted to borrow a total
principal amount of $27.7 million to construct 23 condominium
units in Telluride, Colorado.  Behringer assigned a second lien
position on Cassidy Ridge to the Lender in the amount of $12.6
million as additional security to the Palomar Residences Loan
Agreement.  The default under the Palomar Residences Loan
Agreement created a cross-default under the Cassidy Ridge Loan
Agreement.  The outstanding principal balance together with all
accrued, but unpaid interest was due and payable on the maturity
date of Oct. 1, 2011, which amount was not paid as we continued to
negotiate with the Lender to modify or extend the Cassidy Ridge
Loan Agreement.  In December 2011, the parties had negotiated a
recapitalization of the Cassidy Ridge Loan Agreement; however, the
transaction ultimately was not approved by the credit union
regulator and could not be completed.  Subsequently, on Jan. 5,
2012, the borrower received notice from the Lender demanding
immediate payment of the entire outstanding principal balance of
$27.7 million and all accrued but unpaid interest.

In addition to the deeds of trust securing the Palomar Residences
and Cassidy Ridge, the Registrant has guaranteed full repayment of
the obligations under the Palomar Residences and Cassidy Ridge
Loan Agreements.  As a result of the demand for immediate payment
from the Lender, Behringer would have to evaluate all available
alternatives, including transferring legal possession of the
properties to the Lender under the deeds of trust, as the Palomar
Residences and Cassidy Ridge Loan Agreements are recourse to
Behringer.

The Borrower received funds under a separate loan agreement with a
different lender to redevelop the Hotel Palomar adjacent to the
Palomar Residences, which loan agreement and property is not part
of the demand notice from or continuing negotiations with the
Lender disclosed herein.

                      About Behringer Harvard

Addison, Tex.-based Behringer Harvard is a limited partnership
formed in Texas on July 30, 2002.  The Company's general partners
are Behringer Harvard Advisors II LP and Robert M. Behringer.  As
of Sept. 30, 2011, seven of the twelve properties the Company
acquired remain in the Company's  portfolio.  The Company's
Agreement of Limited Partnership, as amended, provides that the
Company will continue in existence until the earlier of Dec. 31,
2017, or termination of the Partnership pursuant to the
dissolution and termination provisions of the Partnership
Agreement.

The Company reported a net loss of $44.6 million on $17.6 million
of revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $12.6 million on $16.4 million of revenues for
the same period of 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$130.1 million in total assets, $145.5 million in total
liabilities, and an equity deficit of $15.4 million.

"As of Sept. 30, 2011, of our $133.6 million in notes payable,
$121.2 million is secured by properties and $120.3 million is
recourse by us.  We continue to negotiate with the lenders to
refinance or restructure the loans.  We currently expect to use
proceeds from the disposition of properties and additional
borrowings to continue making our scheduled debt service payments
on certain properties until the maturity dates of the loans are
extended, the loans are refinanced or the outstanding balance of
the loans is completely paid off.  There is no guarantee that we
will be able to refinance our borrowings with more or less
favorable terms or extend the maturity dates of such loans.  In
the event that any of the lenders demanded immediate payment of an
entire loan balance, we would have to consider all available
alternatives, including transferring legal possession of the
relevant property to the lender."

"The effects of the recent economic downturn have caused us to
reconsider our strategy for certain of our properties where we
believe the principal balance of the debt encumbering the property
exceeds the value of the asset under current market conditions.
In those cases where we believe the value of a property is not
likely to recover in the near future, we believe there are more
effective uses for our capital, and as a result we may cease
making debt service payments on certain property level debt,
resulting in defaults or events of default under the related loan
agreements.  We are in active negotiations with certain lenders to
refinance or restructure debt in a manner that we believe is the
best outcome for us and our unitholders and expect that some loans
may be resolved through a discounted purchase or payoff of the
debt and, in certain situations, other loans may be resolved by
negotiating agreements conveying the properties to the lender."

"As is usual for opportunity style real estate programs, we are
structured as a finite life vehicle with the intent to full cycle
by selling off our assets.  Although we have extended beyond our
original target life, we have already entered into our disposition
phase and are in the process of selling our assets."

"The conditions and events described above raise substantial doubt
about our ability to continue as a going concern."


BLOCKBUSTER INC: Closes Outlet in Alpharetta, Georgia
-----------------------------------------------------
Aldo Nahed at northfulton.com reports that Blockbuster Inc. has
closed its shopping center at 5158 McGinnis Ferry Road in
Alpharetta in south Forsyth County, Georgia.  The store's final
push will last until Feb. 19, 2012, when Blockbuster closes the
location for good.

                    About Blockbuster Inc.

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

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

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


BLUEKNIGHT ENERGY: James Dyer Plans to Retire as CEO
----------------------------------------------------
The Chairman of Blueknight Energy Partners' Board of Directors,
Duke Ligon, announced the planned retirement of the Company's
Chief Executive Officer, James C. Dyer, IV.

Dyer, a Vitol employee and member of Blueknight's Board of
Directors, was appointed CEO of Blueknight Energy Partners, L.P.,
in December 2009.  He informed the Board on Jan. 6, 2012, of his
intended retirement, which will be effective upon the Board
appointing a new CEO.

Dyer will remain with Vitol as Vice President and Director of
Business Development, and will direct Vitol's growing interests in
West Texas.  At the request of the Blueknight Board, he has agreed
to continue as CEO until his successor assumes responsibilities.
The Partnership has engaged a national executive search firm to
assist the Board of Directors in selecting a new Chief Executive
Officer.

Mr. Duke Ligon, Chairman of the Board of Directors of BKEP's
general partner, stated, "On behalf of the Board of Directors, we
thank James for his steady leadership during a time of transition
for Blueknight.  As a result, Blueknight is well-positioned
financially and operationally for growth in the coming years due
in large measure to the involvement and investments of our general
partners, Vitol and Charlesbank.  We will continue to make
building unitholder value and serving our customers our top
priorities."

Mr. Dyer commented, "I have been fortunate to work with an
immensely dedicated, professional and creative team at Blueknight.
The team has consistently demonstrated remarkable talent and solid
judgment the past three years.  We accomplished a complex multi-
phase financial and operational restructuring of the Partnership,
culminating with an overwhelmingly favorable common unitholder
vote in September.  I have complete confidence in the Board and
Blueknight's management team, and believe we have everything in
place to grow the business.  The timing is right for both the
partnership and me to step-down."

Mr. Mike Loya, a member of the Board of Directors affiliated with
Vitol, said, "Vitol remains solidly committed to building and
growing Blueknight.  We look forward to a productive 2012 for
Blueknight, and working with the management team to pursue
strategic growth opportunities to expand Blueknight's operations."
Mr. Jon Biotti, also a member of the Blueknight Board of Directors
affiliated with Charlesbank, echoed Vitol's commitment saying
"Charlesbank is encouraged by the growth prospects Blueknight has
developed over the past months.  The partnership is positioned
where it can focus its efforts and energies on building the
business."

                      About Blueknight Energy

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

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

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

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


BON-TON STORES: Moody's Cuts Rating on $480MM Notes to 'Caa2'
-------------------------------------------------------------
Moody's Investors Service lowered The Bon-Ton Stores, Inc.
Corporate Family and Probability of Default Ratings to Caa1 from
B3 and lowered its rating on the company's $480 million senior
unsecured notes due 2014 to Caa2 from Caa1. The company's SGL-2
Speculative Grade Liquidity rating was affirmed. The rating
outlook remains negative.

Ratings Rationale

"The downgrade of the Probability of Default Rating to Caa1 from
B3 reflects the company's continued negative trends and sales and
operating earnings" said Moody's Vice President Scott Tuhy. In
early January 2012, Bon-Ton announced that comparable store sales
for December declined by 0.7% and that its year-to-date comparable
store sales decreased 2.8%. The company also lowered earning
guidance, and it now expects EBITDA for fiscal 2011 will be in the
range of $170-175 million, implying a low 20% decline in EBITDA in
Q4 2011 compared to the prior years' fourth quarter. This weak
fourth quarter follows on the heels of an approximately 37%
decline in EBITDA during the first nine months of fiscal 2011 due
to a decline in same store sales and pressure on gross margins.
The company has underperformed peers and Moody's expects
underperformance will persist into 2012.  Moody's believes this
continued erosion in performance will make Bon-Ton's efforts to
refinance its $480 million senior unsecured notes due March 2014
more challenging and could involve a transaction that Moody's
could deem to constitute a distressed exchange.

Bon-Ton's Caa1 Corporate Family Rating reflects the company's weak
competitive profile, its high financial leverage and the longer
term challenges facing the department store industry. The rating
also considers the company's significant debt maturities in early
2014, tempered by its good near term liquidity profile underpinned
by access to a sizable asset-based credit facility.

The affirmation of the SGL-2 Speculative Grade Liquidity rating
reflects the company's overall good liquidity profile, which is
supported by the company's access to a sizable asset-based credit
facility. Internal sources of liquidity are moderating, due
primarily to weaker earnings. The liquidity rating would be
pressured with the passage of time as the company's early 2014
debt maturities approach as well in the absence of a refinancing.

The negative rating outlook reflects uncertainties that the
company will be able to arrest erosion in sales and margins over
the near term while it also faces the need to address its sizable
2014 debt maturities.

Ratings could be upgraded if the company addresses its sizable
2014 debt maturities while maintaining a good overall liquidity
profile and interest coverage is sustained above one times.

Ratings could be downgraded if the company's sales and operating
margins continue to erode or it does not otherwise maintain a good
liquidity profile. Ratings could also be downgraded if Moody's
believed that the probability of a default, including by way of a
transaction deemed a distressed exchange, otherwise were to
increase.

The following ratings were lowered and LGD assessments amended
where appropriate:

Corporate Family Rating to Caa1 from B3

Probability of Default Rating to Caa1 from B3

$480 million senior unsecured notes due March 2014 to Caa2
(LGD 5, 74%) from Caa1 (LGD 5, 73%)

The following rating was affirmed:

Speculative Grade Liquidity rating at SGL-2

The principal methodology used in rating The Bon-Ton Stores, Inc.
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.

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 276 department
stores, which includes 11 furniture galleries, in 23 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.


BROADLINK TELECOM: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Broadlink Telecom, LLC
        4287 Belt Line Road Ste. 355
        Addison, TX 75001

Bankruptcy Case No.: 12-30228

Chapter 11 Petition Date: January 9, 2012

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txnb12-30228.pdf

The petition was signed by Russell Medina, managing member.


BYSYNERGY LLC: Sec. 341 Creditors' Meeting Set for Jan. 27
----------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of
BySynergy, LLC's creditors on Jan. 27, 2012, at 11:00 a.m.,
at 1811 S. Alma School Rd. Ste. 225, in Mesa, Arizona.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                       About Bysynergy, LLC

Based in Sedona, Arizona, Bysynergy, LLC is a single purpose,
single asset Delaware limited liability company, which primarily
owns 103 single family detached Finally Platted Lots in Yavapai
County, known as Bella Terra on Oak Creek.  Bysynergy filed for
Chapter 11 protection (Bankr. D. Ariz. Case No. 08-07680) on
June 25, 2008.  Jonathan P. Ibsen, at Jaburg & Wilk, PC,
represents the Debtor as its counsel.  Steven J. Brown, Esq., at
Steve Brown & Associates, LLC, represents the Official Committee
of Unsecured Creditors as counsel.  When Bysynergy, LLC filed for
protection from its creditors, it estimated assets of between
$10 million and $50 million, and debts of between $10 million and
$50 million.


CAGLE'S INC: U.S. Trustee, Committee Oppose Bonus Program
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the creditors' committee and the U.S. Trustee have
filed opposition to Cagle's Inc.'s proposal to implement a
$250,000 bonus program,.

In an objection filed in advanced to the Jan. 11 hearing on the
proposal, the U.S. Trustee, the Justice Department's bankruptcy
watchdog, says there is a "very real possibility" the company is
"administratively insolvent," meaning it won't be able to pay debt
that arose after the Chapter 11 filing in October.

Although called incentive bonuses, the U.S. Trustee argues that
the program is a "classic retention program" that Congress
outlawed for senior executives of bankrupt companies.  Even for
lower-level workers, the U.S. Trustee says the plan rewards
employees "for simply doing their jobs."

The report relates that by joining the U.S. Trustee's objection,
the committee notes that none of the details about the bonus plan
have been spelled out.  The creditors don't know who's to be paid,
what the pre-bankruptcy salaries were, or how much each would be
paid through the bonus program.

                           About Cagle's

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

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

In its schedules, Cagle's Inc. disclosed $81,998,077 in assets and
$55,304,599 in liabilities as of the Petition Date.

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

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


CCO HOLDINGS: Moody's Rates $750MM Sr. Unsecured Notes at 'B1'
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
$750 million issuance of senior unsecured notes due 2022 of CCO
Holdings, LLC (CCO Holdings), an indirect intermediate holding
company of Charter Communications, Inc. (Charter) and Ba3 rated
CCH II, LLC (legal entity at which Moody's houses the benchmark
fundamental Corporate Family Rating). The company plans to use
proceeds primarily to tender for more of the second lien bonds of
Charter Communications Operating LLC (CCO) maturing in April 2012
and September 2014, as well as senior notes at CCH II maturing in
November 2016. This transaction follows the issuance of $750
million of CCO Holdings bonds in December 2011, which supported
the tender of approximately $930 million of CCO and CCH II bonds.

Moody's also assigned a Ba1 rating to Charter Communications
Operating LLC's (CCO) $750 million senior secured term loan due
May 2017. The recent transactions provide liquidity to address
impending maturities and will likely reduce interest expense.
However, share repurchase activity consumed approximately $400
million in the fourth quarter of 2011 and brings total cash spent
on share repurchase in 2011 to approximately $730 million. This
equity-oriented activity delays improvement in credit metrics, but
Moody's affirmed Charter's Ba3 corporate family and probability of
default ratings and positive outlook and still anticipates the
credit profile will improve over the intermediate term as EBITDA
expands. Although the share repurchase eroded available funds,
Moody's continues to consider Charter's liquidity profile good and
the SGL-2 speculative grade liquidity rating appropriate,
supported by revolver capacity and internally generated cash flow.

Moody's also adjusted instrument ratings based on changes in the
capital structure. Moody's maintained the Ba1 rating on the first
lien bank debt as we anticipate Charter will continue to
streamline its capital structure, including the repayment of high
coupon debt at CCH II, LLC, which could result in incremental
first lien bank debt and reduced junior capital for bank lenders.
The existing CCO credit facilities permit a term loan up to $7.5
billion and a revolver up to $1.75 billion.

CCH II, LLC

  Affirmed Ba3 Corporate Family Rating

  Affirmed Ba3 Probability of Default Rating

  Affirmed SGL-2 Speculative Grade Liquidity Rating

CCO Holdings, LLC

  Assigned B1, LGD4, 69% to proposed $750 million bonds due
  January 2022

  $1.5 billion 6.5% Sr Unsec Nts due 2021, affirmed B1, LGD
  adjusted to LGD4, 69% from LGD4, 66%

  $750 million 7.375% Sr Unsec Nts due 2020, affirmed B1, LGD
  adjusted to LGD4, 69% from LGD4, 66%

  $700 million of 8.125% Sr Unsec Nts due 2020, affirmed B1, LGD
  adjusted to LGD4, 69% from LGD4, 66%

  $1,400 million (including add-on) 7% Sr Unsec Nts due 2019,
  affirmed B1, LGD adjusted to LGD4, 69% from LGD4, 66%

  $900 million of 7.875% Sr Unsec Nts due 2018, affirmed B1, LGD
  adjusted toLGD4, 69% from LGD4, 66%

  $1,000 million 7.25% Sr Unsec Nts due 2017, affirmed B1, LGD
  adjusted to LGD4, 69% from LGD4, 66%

  $350 million Sr Sec 1st Lien (but CCO stock only, so
  effectively 3rd Lien) Credit Facility due 2014, Affirmed Ba2,
  LGD adjusted to LGD3, 37% from LGD3, 36%

Charter Communications Operating, LLC

  Assigned Ba1, LGD2, 16% to $750 million Sr Sec 1st Lien TL due
  May 2017

  Affirmed Ba1, LGD2, 16% on $1,300 million Sr Sec 1st Lien
  Revolving Credit Facility due March 2015

  Affirmed Ba1, LGD2 16% on $199 Million Sr Sec 1st Lien Non-
  Revolving Credit Facility due 2013

  Affirmed Ba1, LGD2 16%, on Sr Sec 1st Lien Term Loan B-1
  (approximately $78 million outstanding) due March 2014

  Affirmed Ba1, LGD2 16%, on Sr Sec 1st Lien Term Loan B-2
  (approximately $10 million outstanding) due March 2014

  Affirmed Ba1, LGD2 16%, Sr Sec 1st Lien Term Loan C
  (approximately $2963 million outstanding) due Sept 2016

  Affirmed Ba2 on 8% Sr Sec 2nd Lien Nts due 2012 ($500 million
  outstanding following December 2011 tender), LGD adjusted to
  LGD3, 35% from LGD3, 31%

  Affirmed Ba2 on 10.875% Sr Sec 2nd Lien Nts due 2014 ($312
  million outstanding following December 2011 tender), LGD
  adjusted to LGD3, 35% from LGD3, 31%

CCH II, LLC

  13.5% Senior Unsecured Bonds due 2016, Affirmed B2, LGD
  adjusted to LGD6, 95% from LGD6, 93%

Outlook, positive

The principal methodology used in rating Charter Communications
was the Global Cable Television Industry Methodology published in
July 2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Ratings Rationale

Charter's Ba3 corporate family rating continues to reflect its
moderately high financial risk, with leverage of about 5 times
debt-to-EBITDA. This leverage poses risk considering the pressure
on revenue from its increasingly mature core video offering (which
represents about half of total revenue) and the intensely
competitive environment in which it operates. The company's
substantial scale and Moody's expectations for continued
operational improvements and ancillary growth opportunities, along
with the meaningful perceived asset value associated with its
sizeable (over 5 million) customer base, support the rating.

The positive outlook continues to reflect Charter's steadily
improving credit profile and expectations that its enhanced
financial flexibility will afford the company greater opportunity
to invest, which should increase asset value and facilitate
further balance sheet strengthening over time.

Moody's would consider an upgrade with continued improvements in
both financial and operating metrics and commitment to improving
the credit profile. Specifically, Moody's could upgrade the CFR
based on expectations for sustained leverage below 4.5 times debt-
to-EBITDA and free cash flow-to-debt in excess of 5%, along with
maintenance of good liquidity. A higher rating would also require
Charter to increase penetration levels (to those more in line with
industry averages) and grow revenue per homes passed while
maintaining margins.

Given the positive outlook, limited downward ratings pressure
exists over the near term. However, Moody's would likely downgrade
ratings if ongoing basic subscriber losses, declining penetration
rates, and/or a reversion to more aggressive financial policies
contributed to expectations for leverage above 6 times debt-to-
EBITDA and / or low single digit or worse free cash flow-to-debt.

One of the largest domestic cable multiple system operators
serving approximately 4.1 million basic video customers (5.2
million customers in total), Charter Communications, Inc.,
maintains its headquarters in St. Louis, Missouri. Its annual
revenue is approximately $7 billion.


CENTER STAGE: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Matt Elofson at Dothan Eagle reports that Center Stage Alabama has
filed for Chapter 11 bankruptcy protection and Jeff Rubin, chief
executive officer of the company, has stepped down from his
position.

According to the report, the Company recently decided to "solidify
its ability to successfully conduct business" by reorganizing
itself and filing for Chapter 11 bankruptcy to help reduce its
debt.

The report notes that all of Center Stage Alabama's other venues
are open for business, but it did not specify what exactly that
means and whether it included any type of bingo games

Center Stage Alabama formerly known as Country Crossing opened on
July 1, 2011, after it closed in January 2010.


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

                        About Central Falls

Central Falls is a city in Providence County, Rhode Island.  The
population was 18,928 at the 2000 census.  Central Falls is the
smallest and most densely populated city in Rhode Island.

Central Falls sought bankruptcy protection under Chapter 9 of the
U.S. Bankruptcy Code (Bankr. D. R.I. Case No. 11-13105) on Aug. 1,
2011.  The Chapter 9 filing was made after former Rhode Island
Supreme Court Judge Robert Flanders, who serves as state-appointed
receiver for the city, was unable to negotiate significant
concessions from unions representing police officers, firefighters
and other city workers.  The city grappled with an $80 million
unfunded pension and retiree health benefit liability that is
nearly quadruple its annual budget of $17 million.  Judge Robert
Flanders succeeded the role from retired Superior Court Associate
Justice Mark A. Pfeiffer, who was appointed in July 2010.  The
Central Falls receivership, the state's first, has left the mayor
and council without any power to govern.

Judge Frank Bailey presides over the Chapter 9 case.  Theodore
Orson, Esq., at Orson and Brusini Ltd., serves as bankruptcy
counsel to the receiver.

The receiver is negotiating new contracts with unions representing
city workers.  The receiver filed a proposed debt adjustment plan
for the city in September.  It won't affect bondholders.


CENTRAL FALLS: Judge Approves Pension Cuts for Retirees
-------------------------------------------------------
Dow Jones' DBR Small Cap reports that retired Central Falls
firefighters and police officers are a step closer to seeing
thinner pension checks as the struggling Rhode Island city crawls
toward more stable financial footing.

As reported in the Troubled Company Reporter on Dec. 22, 2011, a
majority of the retired firefighters and police officers in
Central Falls, Rhode Island, agreed to cut their pensions and
support a plan that would likely pay bondholders in full.  The
deal could spare Central Falls from a costly legal battle with
retirees, while giving bond investors more clarity about the
security of their investments.  Central Falls has about
$20.5 million in bond debt and $47 million in pension liabilities,
according to state officials.

                        About Central Falls

Central Falls is a city in Providence County, Rhode Island.  The
population was 18,928 at the 2000 census.  Central Falls is the
smallest and most densely populated city in Rhode Island.

Central Falls sought bankruptcy protection under Chapter 9 of the
U.S. Bankruptcy Code (Bankr. D. R.I. Case No. 11-13105) on Aug. 1,
2011.  The Chapter 9 filing was made after former Rhode Island
Supreme Court Judge Robert Flanders, who serves as state-appointed
receiver for the city, was unable to negotiate significant
concessions from unions representing police officers, firefighters
and other city workers.  The city grappled with an $80 million
unfunded pension and retiree health benefit liability that is
nearly quadruple its annual budget of $17 million.  Judge Robert
Flanders succeeded the role from retired Superior Court Associate
Justice Mark A. Pfeiffer, who was appointed in July 2010.  The
Central Falls receivership, the state's first, has left the mayor
and council without any power to govern.

Judge Frank Bailey presides over the Chapter 9 case.  Theodore
Orson, Esq., at Orson and Brusini Ltd., serves as bankruptcy
counsel to the receiver.

The receiver is negotiating new contracts with unions representing
city workers.  The receiver filed a proposed debt adjustment plan
for the city in September.  It won't affect bondholders.


CHARLESTON ASSOCIATES: Disclosures Hearing Adjourned to Feb. 22
---------------------------------------------------------------
The Hon. Kevin J. Carey has approved a stipulation adjourning the
hearing to consider approval of the disclosure statement
explaining Charleston Associates, LLC's plan to Feb. 22, 2012.

Charleston Associates filed its proposed Plan of Reorganization
and explanatory disclosure statement on Oct. 7, 2011.

Based on anticipated cash flows for the first approximately two
years after the Plan's Effective Date, the Debtor believes it will
have the means to execute the Plan and anticipates revenue
sufficient to meet its debt service obligations under the Amended
and Reinstated Loan Agreement, New Promissory Note and related
documents.

Secured claims (Class 1) and general unsecured claims (Class 3)
are impaired under the Plan, and holders of those claims are
entitled to vote.

A secured claim totaling $46,556,053 will be reinstated and
extended for a period of 84 months from the Effective Date.  The
reinstated secured loan will be amortized over a 30-year period.

Holders of allowed general unsecured claims ($130,000, if not
less, according to the Debtor) will be paid pursuant to the
following schedule: 50% of the amount of each allowed claim on the
effective date and 50% of the balance of each allowed claim 180
days after the effective date.

Holders of equity interests are not impaired.

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

       http://bankrupt.com/misc/charlestonassociates.DS.pdf

                   About Charleston Associates

Based in Las Vegas, Nevada, Charleston Associates, LLC, is the
successor by merger to Boca Fashion Village Syndications Group.
It owns a portion of a large community shopping center located in
Las Vegas.  The entire shopping center is known as The Shops at
Boca Park.  It encompasses almost 55 acres and is situated at the
northeast corner of the intersection of Charleston Boulevard and
Rampart Boulevard.  Charleston's current portion of the shopping
center consists of a 20.4 acre parcel located at 700-750 S.
Rampart Boulevard, Las Vegas, that is commonly known as Boca
Fashion Village.  Boca Fashion contains, among other things, a
130,000+ square foot parcel of real estate that is currently
leased to Sears Roebuck & Company.

Charleston Associates filed for Chapter 11 protection (Bankr. D.
Del. Case No. 10-11970) on June 17, 2010.  Judge Kevin J. Carey
presides over the case.  Neal L. Wolf, Esq., Dean C. Gramlich,
Esq., and Jordan M. Litwin, Esq., at Neal Wolf & Associates, LLC,
in Chicago, Ill., represent the Debtor as counsel.  Laura Davis
Jones, Esq., Bradford J. Sandler, Esq., and Kathleen P. Makowski,
Esq., at Pachulski Stang Ziehl & Jones, LLP, in Wilmington, Del.,
represents the Debtor as Delaware counsel.  In its schedules, the
Debtor disclosed $92,348,446 in assets and $65,064,894 in
liabilities.

Attorneys at Brinkman Portillo Ronk, PC, represent the Official
Committee of Unsecured Creditors as counsel.  Thomas M. Horan,
Esq., and Steven K. Kortanek, Esq., at Womble Carlyle Sandridge &
Rice, PLLC, in Wilmington, Del., represents the Committee as
Delaware counsel.


CHRISTIAN BROTHERS: Taps Re/Max "10" as Real Estate Broker
----------------------------------------------------------
The Christian Brothers' Institute seeks permission from the U.S.
Bankruptcy Court for the Southern District of New York to retain
Re/Max "10" as its real estate broker with respect to the
marketing and sale of real property located at 9757 S. Seeley
Avenue, in Chicago, Illinois.

Upon sale of the Property, Re/Max will be paid a commission of 6%
percent of the sales price.  In the event another licensed real
estate broker is solicited by Re/Max to become involved in the
transaction, Re/Max shall pay such broker a fee for services by
separate agreement with such broker, and in no event shall the fee
for services paid by CBOI exceed the Commission.

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

The Christian Brothers' Institute and The Christian Brothers of
Ireland filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011.
Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, serves
as the Debtors' bankruptcy counsel.  The Christian Brothers'
Institute disclosed assets of $63,418,267 and $8,484,853 in
liabilities.  CBOI estimated its assets at $500,000 to $1 million
and debts at $1 million to $10 million.


CLAIRE'S STORES: Eugene Kahn Resigns as Chief Executive Officer
---------------------------------------------------------------
Claire's Stores, Inc., announced that Eugene S. Kahn, the
Company's Chief Executive Officer, has resigned.  The Board of
Directors will conduct a search for a new CEO and will consider
both internal and external candidates for this position.  In the
meantime, James G. Conroy, President of Claire's Stores, and Jay
Friedman, President of Claire's North American Division, will form
an Interim Office of the CEO, reporting to the Board of Directors.
All of these management changes are effective immediately.

Peter P. Copses, Chairman of the Board of Directors, commented,
"We thank Gene for his tireless efforts as CEO of Claire's since
the going-private transaction in 2007.  Under Gene's leadership,
the Company has improved its merchandising, more clearly defined
its target customers, embarked on a new store program in Europe,
and launched its e-commerce site.  We wish Gene well in all his
future endeavors.  We are fortunate to have a strong and deep team
at Claire's, and are confident in Jim and Jay's ability to lead
the Company as the Board conducts a search for a new CEO."

The Company also announced that consolidated same stores sales for
the two combined fiscal months of November and December increased
1.5%, consisting of a 3.9% increase in North America and a 3.0%
decrease in Europe.  Same store sales are computed on a local
currency basis, which eliminates any impact from changes in
foreign exchange rates.

                       About Claire's Stores

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

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

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

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


CLARE AT WATER: Has Final OK on $12 Million Postpetition Financing
------------------------------------------------------------------
On Dec. 21, 2011, the U.S. Bankruptcy Court for the Northern
District of Illinois entered a final order authorizing The Clare
at Water Tower to obtain up to $12,000,000 in postpetition
financing on a senior secured superpriority basis from Redwood
Capital Investments, LLC, or its designee.

A copy of the Final DIP Order is available for free at:

         http://bankrupt.com/misc/clareatwater.doc151.pdf

The DIP Facility matures by May 11, 2012, and requires the Debtor
to pursue a sale of its assets.

The Official Committee of Unsecured Creditors on Dec. 16, 2011,
filed papers asking the Bankruptcy Court to deny the Debtor's
request for approval of the proposed DIP financing and the
approval of use of cash collateral, saying that the proposed
agreements (for the proposed use of cash collateral and the
proposed DIP facility) are (1) overly generous to the Proposed DIP
Lender and certain other parties, and (2) structured in a way that
deprives the Committee of the necessary time, access and means to
perform its duties in the Debtor's case, to wit:

A. The proposed cash collateral request and budget have certain
significant improper and overreaching provisions.

B. The proposed DIP Financing contains certain terms that are
improper.

The Bankruptcy Court previously issued two interim orders
authorizing The Clare at Water Tower to shore up its finances
while in Chapter 11.  The first order permits the Debtor to tap,
on an interim basis, $2.5 million from a $12 million secured
multiple draw term loan facility extended by Redwood Capital
Investments LLC.  The second allows the Debtor to use cash
collateral securing its obligation to bondholders led by The Bank
of New York Mellon Trust Company, N.A., as successor in interest
to J.P. Morgan Trust Company, N.A., as indenture trustee.

                  About The Clare at Water Tower

The Clare at Water Tower is an upscale 334-unit high-rise
continuing-care retirement community in Chicago, Illinois.  The
project is only 42% occupied because the target population either
hasn't been able to sell homes or lacks sufficient cash to make
required deposits as the result declining investments following
the recession.  The facility is a 53-story building on land rented
from Loyola University of Chicago.  The facility is managed and
developed by a unit of the Franciscan Sisters of Chicago, who
invested more than $14 million.  The project opened in December
2008.  Residents must make partially refundable deposits ranging
from $263,000 to $1.2 million.  Monthly fees are an additional
$2,700 to $5,500.

The Clare filed for Chapter 11 protection (Bankr. N.D. Ill. Case
No. 11-46151) on Nov. 14, 2011, after defaulting on $229 million
in tax-exempt bond financing used to build the project.

Judge Susan Pierson Sonderby presides over the case.  Matthew M.
Murphy, Esq., at DLA Piper LLP, serves as the Debtor's counsel.
Epiq Bankruptcy Solutions serves as claims and noticing agent.  In
its petition, the Debtor estimated $100 million to $500 million in
assets and debts.  The petition was signed by Judy Amiano,
president.

Counsel to Redwood Capital Investments LLC as DIP Lender are Mark
A. Berkoff, Esq., and Nicholas M. Miller, Esq., at Neal Gerber &
Eisenberg LLP.  Bond Trustee, The Bank of New York Mellon Trust
Company, is represented by Clifton R. Jessup, Jr., Esq., at
Greenberg Traurig.  Counsel to Bank of America, N.A., the Debtor's
prepetition lender, is Brian I. Swett, Esq., at Winston & Strawn
LLP.  Counsel for the majority fixed rate bonds is Nathan F. Coco,
Esq., at McDermott Will & Emery LLP.  Loyola, the Debtor's
landlord, is represented by Timothy R. Casey, Esq., at Drinker
Biddle & Reath LLP.

The United States Trustee in Chicago appointed seven members to
the official committee of unsecured creditors.  On Dec. 6, 2011,
the Committee appointed SNR Denton US LLP, in Chicago, Ill., as
its legal counsel.  On Dec. 9, 2011, the Committee retained FTI
Consulting, Inc., as its financial advisor.


COMMERCIAL METAL: Moody's Cuts Sr. Unsec. Note Ratings to 'Ba2'
---------------------------------------------------------------
Moody's Investors Service confirmed Commercial Metal Company's
(CMC) Ba1 Corporate Family Rating (CFR) and probability of default
rating. At the same time, Moody's downgraded the senior unsecured
note ratings to Ba2 from Ba1. The confirmation of the CFR results
from the expiry of IEP Metals Sub LLC's (an affiliate of Carl
Icahn) tender offer for the company and the withdrawal of nominees
for board election. This concludes the review initiated on
December 6, 2011. The outlook is negative.

Ratings Rationale

CMC's Ba1 Corporate Family Rating reflects the fact that although
improvement in the company's performance is evidenced, after
adjusting for impairment charges and the exit from CMC Sisak
(CMCS), the company's debt protection metrics still remain weak
and leverage relatively high as evidenced by the debt/EBITDA ratio
of approximately 5.1x and the EBIT/interest ratio of roughly 1.3x
for the twelve months ended November 30, 2011. The rating also
reflects our expectations that, despite the recent announcements
that CMC will be exiting its unprofitable CMCS subsidiary in
Croatia, and is undertaking a number of other right sizing
actions, including the closure of several rebar facilities
domestically and internationally, the time horizon to metrics
appropriate for a higher rating will be protracted and the company
will continue to operate with relatively high leverage and weak
debt protection metrics over the next 12 to 18 months. This
principally reflects our view that the steel industry in the US is
facing headwinds and that performance in CMC's Americas
Fabrication segment, while evidencing a turnaround, will remain
challenged given ongoing weakness in the commercial construction
industry and legacy backlogs that need to be worked off.
Consequently, we expect debt protection metrics to only improve
slowly and EBIT/interest to remain below 3x and debt/EBITDA to
remain around 4x. In addition, the rating incorporates the
company's vulnerability to the volatility in steel demand and
prices.

The downgrade of the senior unsecured note ratings to Ba2 reflects
the impact of the new revolving credit facility (unrated by
Moody's) on the liability waterfall in Moody's Loss Given Default
Methodology and the lower position of the senior unsecured debt in
the capital structure. While the revolver currently is secured
only by the pledge of stock of material domestic and certain
foreign subsidiaries, it requires the pledge of receivables and
inventory should the company's ratings be downgraded to levels as
specified in the credit agreement. Therefore, under Moody's Loss
Given Default Methodology, the revolver is treated as having an
effectively senior position resulting in a potential higher loss
absorption for the unsecured debt.

The negative outlook reflects our view of the headwinds facing the
steel industry over the next twelve to eighteen months as well as
our expectations that the commercial construction industry will
not show meaningful signs of strengthening until at least 2013,
says Moody's.  As a consequence, CMC's performance remains
vulnerable to these market conditions. The outlook also reflects
the volatility of the steel markets and of steel prices, which we
expect to continue to be a factor in 2012.

CMC's rating could be downgraded if economic weakness and
increased competition dampen sales growth, leading to a further
deterioration in operating performance and credit metrics.
Quantitatively, the rating could be downgraded if the EBIT margin
does not show improvement towards 4%, and debt-to-EBITDA and EBIT-
to-interest expense is likely to be sustained above 4.0 times and
below 2.5 times, respectively.

The rating is unlikely to be upgraded in the near term, given the
challenges facing CMC. The rating could be upgraded should
economic fundamentals in the U.S. strengthen and evidence better
sustainability than has been experienced in recent years.
Quantitatively, the rating could be upgraded if the debt-to-EBITDA
ratio is sustainable at or below 3x, the EBIT/interest ratio above
4x and the free cash flow/debt ratio above 8%.

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

Headquartered in Irving, Texas, Commercial Metals Company (CMC)
manufactures steel through its four minimills and one micromill in
the United States.  It also has a presence in Europe through its
minimill in Poland and is in the process of closing its operations
in Croatia. On a go forward basis, the company will have an
estimated annual production capacity of approximately 4.7 million
tons. CMC also operates steel fabrication facilities, a copper
tube mill, ferrous and nonferrous scrap metal recycling
facilities, and is involved in the marketing and distribution of
steel, other metals and industrial raw materials. CMC generated
revenues of approximately $8.1 billion and shipped approximately
4.1 million tons of steel in the twelve months ended November 30,
2011.


CONTESSA PREMIUM: Louis S. Wang Objects to Plan Confirmation
------------------------------------------------------------
Louis S. Wang objects to confirmation of the Second Amended
Chapter 11 Plan of Liquidation dated Nov. 3, 2011, filed by
Contessa Liquidating Co., Inc., formerly Contessa Premium Foods,
Inc.

Mr. Wang, a 20% shareholder, former director and officer of the
Debtor and the holder of a general unsecured claim against the
Debtor in the amount of $2,054,933, cites that the Debtor's Plan,
as presently drafted, contains provisions which are extremely
unfair to creditors and which render the Plan fatally defective:

   A. The Plan consists of release language and exculpatory
      provisions designed to protect non-debtor third parties in
      contravention of well settled Ninth Circuit case law.

   B. There is no evidence of any consideration to justify the
      Debtor's proposed releases of the released parties.

As reported in the TCR on Dec. 9, 2011, the Plan is a liquidating
plan.  Interest holders will not receive or retain anything on
account of their Interests under the Plan.  Holders of general
unsecured claims in Class 3 are impaired and entitled to vote.

A copy of the Second Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/contessapremium.dkt586.pdf

                      About Contessa Premium

San Pedro, California-based Contessa Premium Foods, Inc., fka ZB
Industries, Inc., and Contessa Food Products, Inc., provides farm
raised shrimp, convenience meals, stir-fry vegetables, and other
frozen food products that are marketed and sold primarily in the
United States and to a lesser extent in Canada, Europe, Asia, and
Mexico.

Contessa Premium filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 11-13454) on Jan. 26, 2011.  Craig A.
Wolfe, Esq., and Jason R. Alderson, Esq., at Kelley Drye & Warren
LLP, in New York, represent the Debtor as counsel.  Jeffrey N.
Pomerantz, Esq., and Jeffrey W. Dulberg, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Los Angeles, serve as conflicts counsel for
the Debtor.  Scouler & Company, LLC, serves as financial advisors.
Imperial Capital, LLC, serves as investment banker.  Holthouse
Carlin & Van Trigt LLP serves as auditors and accountants.  The
Debtor scheduled $49,370,438 in total assets and $35,305,907 in
total liabilities.

The Official Committee of Unsecured Creditors in the Debtor's
Chapter 11 case is represented by Arent Fox LLP.  FTI Consulting
Inc. serves as its financial consultants.

Contessa Premium obtained authority from the U.S. Bankruptcy Court
for the Central District of California to change its name to
"Contessa Liquidating Co., Inc."  The Court previously approved
the sale of substantially all of its assets to Premium Foods
Acquisition, Inc., for approximately $51,000,000 on Jul. 15, 2011.


CROSSOVER FINANCIAL: U.S. Trustee Objects to Disclosure Statement
-----------------------------------------------------------------
Richard A. Wieland, United States Trustee for Region 19, objects
to the adequacy of the information contained in the disclosure
statement filed in Crossover Financial I, LLC's Chapter 11 case.

The U.S. Trustee argues that:

   A. The Debtor disclosed that it raised $21,542,000 from
      noteholders and made loans to a related entity HPR, LLC,
      evidenced by three promissory notes in the aggregate amount
      of $20,400,000.  The Debtor should describe the disposition
      of the funds raised that were not loaned to HPR.

   B. The Debtor should disclose whether there were any guarantors
      or co-obligors on HPR's indebtedness to the Debtor.

   C. The Disclosure Statement should more specifically describe
      HPR's use of the loan proceeds, the amounts repaid by HPR to
      the Debtor, and the balance of the loan as of HPR's default.

   D. The Disclosure Statement should discuss whether the Debtor
      has any claims, including against guarantors or co-obligors,
      relating to the loan made to HPR and subsequent deed in lieu
      transaction.

   E. The Debtor should disclose whether any person or entity
      guaranteed debts to the Debtor's noteholders or whether any
      third party is otherwise obligated on a debt of the estate.

   F. The Debtor described a deed of trust issued by Mitchell B.
      Yellin, Wealth Wonks Capital LLC and the Debtor to M. Jim
      Zendejas in the amount of $130,000.  From the description
      provided, it is unclear why Mr. Yellin and Wealth Wonks were
      included as obligors under that deed of trust and whether
      any collateral was pledged other than the Debtor's real
      property.

   G. The Disclosure Statement should generally describe the
      residential and grazing leases it enumerated.

   H. The Debtor should disclose that is now seeking to employ
      Matt Call of Navpoint Real Estate Group to serve as a real
      estate broker.  The Debtor should also disclose the
      anticipated listing price and expected time frame in which
      the property will be marketed.

                        The Chapter 11 Plan

As reported in the TCR on Nov 15, 2011, the Chapter 11 plan dated
Oct. 28, 2011, contemplates a Section 363 sale of the Debtor's
real property.  After the payment of allowed administrative
expenses, proceeds of sale will distributed in accordance with the
confirmed plan of reorganization.

Holders of the Debtor's promissory notes in Class 5, owed
$21,452,000, represent the majority of the Debtor's creditors.
The noteholders will receive the balance of the proceeds of sale
of the Real Property on a pro rata basis after the payment of
unclassified administrative expenses and secured claims.
against the Real Property.

Holders of general unsecured claims are not expected to receive
distributions under the Plan.

Mitchell Yellen, the sole member of the Debtor and holder of the
equity interest, also will not receive any distributions.

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

       http://bankrupt.com/misc/crossoverfinl.DS.dkt69.pdf

                     About Crossover Financial

Crossover Financial I, LLC, based in Elizabeth, Colorado, was
formed on Aug. 12, 2005.  Mitchell B. Yellen is the manager and
sole member.  The Company was formed for the purpose of raising
funds through a Private Placement Memorandum to be loaned to an
entity known as HPR, LLC, in connection with the acquisition and
development of 440 acres of real property located in El Paso
County.

HPR consisted of three members: Colorado Commercial Builders, Inc.
(37.5%); DJT, LLC (20.0%); and Yellen Family Partnership, LLLP
(42.5%).  Mitchell Yellen held an interest in the Yellen Family
Partnership, LLLP.

The project stalled primarily as a result of a collapse in the
residential real estate development market in 2007 and potential
developers pulled out of the project.  There has been no
further development activity on the Real Property since 2007.

Faced with the prospect of a lengthy foreclosure proceeding, the
Debtor entered into to an agreement with HPR whereby the Real
Property was transferred to the Debtor by way of a deed-in-lieu
of foreclosure.  Upon acquiring the Real Property, the Debtor
attempted to bring in additional developers to continue the
project but those efforts were unsuccessful.

The Company filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case
No. 11-24257) on June 15, 2011.  Judge Sidney B. Brooks presides
over the case.

Stephen C. Nicholls, Esq., at Nicholls & Associates, P.C., in
Denver, serves as bankruptcy counsel.  In its petition, the Debtor
estimated assets and debts of $10 million to $50 million.  The
petition was signed by Mitchell B. Yellen.  Karen McClaflin of
Home Source Realty, LLC, Colorado acts as real estate broker for
the Estate.

A official unsecured creditors committee has not been appointed.


CYBERDEFENDER CORP: 4 Proposals Approved at Special Meeting
-----------------------------------------------------------
CyberDefender Corporation held its special meeting of stockholders
on Jan. 5, 2012.  At the special meeting, stockholders approved:

   (1) an amendment to the Company's Certificate of Incorporation
       to effect a reverse split of CyberDefender's issued and
       outstanding shares of common stock at a ratio in the range
       of between 1-for-2 and 1-for-10, which ratio will be
       determined by the Company's Board of Directors in its sole
       discretion, which amendment was approved by the Board on
       Nov. 5, 2011;

   (2) an amendment to the Company's Amended and Restated 2006
       Equity Incentive Plan to increase by 4,000,000 the number
       of shares of common stock reserved for issuance under the
       plan to an aggregate of 6,875,000 shares, which amendment
       was approved by the Board on Nov. 5, 2011;

   (3) in accordance with the requirements of Rule 5635 of the
       Rules of The Nasdaq Stock Market, the terms of the
       Securities Purchase Agreements and the Company's 9%
       Subordinated Convertible Promissory Notes which have been
       issued to two of the Company's independent directors; and

   (4) in accordance with the requirements of Rule 5635 of the
       Rules of The Nasdaq Stock Market, the issuance of units
       consisting of 10.5% Subordinated Convertible Promissory
       Notes and warrants, together with certain conversion
       rights, exercise rights, and the grant of Board
       representation rights to a stockholder.

                        About CyberDefender

Los Angeles, Calif.-based CyberDefender Corporation is a provider
of remote LiveTech services and security and computer optimization
software and to the consumer and small business market.  The
Company's mission is to bring to market advanced solutions to
protect computer users against Internet viruses, spyware, identity
theft and related security threats.

The Company reported a net loss of $17.58 million on $39.88
million of total net revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $31.21 million on $31.93 million
of total net revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$7.96 million in total assets, $42.54 million in total
liabilities, and a $34.58 million total stockholders' deficit.

                        Bankruptcy Warning

During the third quarter, the Company closed two private offerings
of subordinated convertible promissory notes to accredited
investors, totaling $3.2 million with a commitment for another
$2.0 million.  The Company believes, but cannot insure, that the
$5.2 million will be sufficient to permit the Company to continue
to operate until it can secure the additional financing that it
requires to continue to operate as a going concern and to repay
the approximately $11.7 million of debt owed to GR Match, LLC, due
on March 31, 2012.  The accompanying financial statements have
been prepared assuming that the Company will continue as a going
concern; however, if additional financing is not secured, it would
raise substantial doubt about the Company's ability to continue as
a going concern.

The Company is presently engaged in active discussions with
existing and prospective investors to secure additional financing,
but there are no commitments at this time and the Company can give
no assurance that the additional financing can be secured on
favorable terms, or at all.  If the Company cannot obtain
additional financing, the Company may be forced to further curtail
its operations, or possibly be forced to evaluate a sale of the
Company or consider other alternatives, such as bankruptcy.


DAVID ALEXANDER: Files for Bankruptcy to Avert Foreclosure
----------------------------------------------------------
Dale Quinn at the Arizona Daily Star reports David Alexander
LLC filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz.
Case No. 12-00038) on Jan. 2, 2012, estimating less than $50,000
in assets and between $500,000 and $1 million in debts.

Charles R. Hyde, Esq. -- crhyde@gmail.com -- at the Law Offices of
C.R. Hyde, serves as the Debtor's counsel.

The Company-owned La Fuente Restaurant and El Parador Restaurant
both in Tucson are struggling with loan payments and facing
foreclosure, according to the report.  The restaurants will remain
open.

The report says the filing was made to stop an auction on the two
restaurants that had been scheduled to take place on Jan. 6, 2012.
The restaurants had fallen behind on a $770,000 loan, a
foreclosure notice filed in the Pima County Recorder's Office
shows.

The report notes that David Alexander is about six months behind
on loan payments.  Clifford Altfeld, Esq., represents the
restaurants' lender, Canyon Community Bank.

A copy of the Chapter11 petition is available at
http://bankrupt.com/misc/azb12-00038.pdf


DEEP DOWN: Flotation Investor Discloses 8.5% Equity Stake
---------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Flotation Investor, LLC, disclosed that, as of
Dec. 31, 2011, it beneficially owns 17,411,034 shares of common
stock of Deep Down, Inc., representing 8.5% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/trg7Z8

                          About Deep Down

Houston, Tex.-based Deep Down, Inc. --
http://www.deepdowncorp.com/-- is an oilfield services company
specializing in complex deepwater and ultra-deepwater oil
production distribution system support services, serving the
worldwide offshore exploration and production industry.

The Company reported a net loss of $17.41 million on
$42.47 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $16.78 million on $28.81 million of
revenue during the prior year.

The Company reported a net loss of $1.19 million on $21.94 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $7.38 million on $26.23 million of revenue for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$32.45 million in total assets, $11.02 million in total
liabilities, and $21.43 million in total stockholders' equity.

During the Company's fiscal years ended Dec. 31, 2010 and 2009,
the Company has supplemented the financing of its capital needs
through a combination of debt and equity financings.  Most
significant in this regard has been the Company's debt facility
the Company has maintained with Whitney National Bank.  The
Company's loans outstanding under the Amended and Restated Credit
Agreement with Whitney become due on April 15, 2012.  The Company
will need to raise additional debt or equity capital or
renegotiate the existing debt prior to such date.  The Company is
currently in discussions with several lenders who have expressed
interest in refinancing its debt.  The Company's plan is to
refinance the outstanding indebtedness under the Restated Credit
Agreement or seek terms with Whitney that will provide an
extension of such Restated Credit Agreement along with additional
liquidity.  However, the Company cannot provide any assurance that
any financing will be available to it on acceptable terms or at
all.  If the Company is unable to raise additional capital or
renegotiate its existing debt, this would have a material adverse
impact on the Company's business or would raise substantial doubt
about its ability to continue as a going concern.  In addition, as
of Dec. 31, 2010, the Company was not in compliance with the
financial covenants under the Restated Credit Agreement.  On
March 25, 2011 the Company obtained a waiver for these covenants
as of Dec. 31, 2010.


DIAMOND FOODS: U.S. Attorney Opens Accounting Probe
---------------------------------------------------
The Wall Street Journal's Justin Scheck and Dow Jones Newswires'
Hannah Karp report that people familiar with the matter said
federal prosecutors have opened an inquiry into whether financial
practices at Diamond Foods Inc. involved criminal fraud.

The sources said prosecutors in the white-collar division of the
U.S. Attorney's Office in San Francisco are coordinating with the
U.S. Securities and Exchange Commission in looking into how
Diamond treated payments it made to walnut growers last summer,
the people said.

The report relates a spokesman for the San Francisco U.S.
Attorney's office declined to comment. Diamond has said it is
cooperating with the SEC.

The audit committee of Diamond's board is also investigating the
company's accounting for the walnut payments.  According to the
report, the federal agencies will likely wait for the committee to
finish its investigation before deciding whether to bring charges,
the people familiar with the matter said.

According to the report, Diamond's audit committee has hired law
firm Gibson, Dunn & Crutcher LLP and accounting firm KPMG LLP to
help with its investigation.  At least two Diamond executives have
retained their own lawyers in connection with the probe, a person
familiar with the matter said.

                        About Diamond Foods

The Diamond Foods, Inc. -- http://www.diamondfoods.com/--
is a packaged food company focused on building, acquiring and
energizing brands including Kettle(R) Chips, Emerald(R) snack
nuts, Pop Secret(R) popcorn, and Diamond of California(R) nuts.
The Company's products are distributed in a wide range of stores
where snacks and culinary nuts are sold.

The Securities and Exchange Commission and the audit committee of
the Company's board are investigating payments the Company made to
walnut growers late last summer.  Shareholders have sued the
company alleging Diamond delayed what it called "momentum
payments" to inflate its 2011 earnings.  Diamond missed a deadline
to file its fiscal first-quarter results in light of the SEC
probe.  Diamond has said it will cooperate with the SEC.

The accounting questions have forced Diamond to delay its $2.35
billion acquisition of Pringles from Procter & Gamble Co. P&G has
said the deal hinges on the favorable resolution of the
investigations.

WSJ reports two of the five largest shareholders of Diamond Foods
Inc. dumped the bulk of their holdings amid the accounting probes.
Del Mar Asset Management, Diamond's third-largest stockholder with
8.7% of the company at the end of September, according to FactSet
Research, now owns just 40,000 shares, or 0.2% of the company.
BAMCO Inc., Diamond's fifth-largest shareholder in September with
6.9% of the company, has since sold all of its shares.


DJ CHRISTIE: Liberty Bank May Intervene in Lawsuit
--------------------------------------------------
Bankruptcy Judge Dale L. Somes granted the request of Liberty
Bank, F.S.B. to intervene in the lawsuit, D.J. CHRISTIE, INC., v.
ALAN E. MEYER, JOHN R. PRATT, WASHINGTON INTERNATIONAL INSURANCE
COMPANY, ALEXANDER W. GLENN, and DAVID J. CHRISTIE, Adv. Proc. No.
11-7043 (Bankr. D. Kan.) pursuant to a Jan. 9, 2012 Memorandum
Opinion and Order available at http://is.gd/2CUGgofrom
Leagle.com.

The adversary proceeding seeks an order allowing offset of certain
judgments: (1) a judgment for $7,170,603 in favor of Defendants
Alan E. Meyer and John R. Pratt against the Debtor and Defendants
Alexander W. Glenn and David J. Christie entered by the United
States District Court for the District of Kansas in Case No. 07-
2230-CM; and (2) a number of judgments totaling roughly $7,543,500
now held by the Debtor, Glenn, and Christie against Meyer and
Pratt, originating in Iowa and registered in the District Court of
Dickinson County, Kansas.  The Debtor contends its liability on
the federal judgment should be offset against the liability of
Meyer and Pratt on the Iowa judgments, with Meyer and Pratt
remaining liable to the extent that the amount of the Iowa
judgments exceeds the amount of the federal judgment.

Liberty Bank holds judgments for roughly $800,000 against Meyer.
Those judgments have been registered in the District Court of
Johnson County, Kansas.  On May 16, 2011, Liberty served a
garnishment order on Christie to collect the judgments. On May 19,
2011, Liberty served a garnishment order on the Debtor to collect
the judgments. The answers of both the Debtor and Christie to the
garnishments assert that nothing is owed to Meyer because Meyer's
liability to the Debtor and Christie under the Iowa judgments
exceeds the liability of the Debtor and Christie to Meyer under
the federal judgment.

The Debtor opposes intervention.

D.J. Christie, Inc., based in Overland Park, Kansas, filed for
Chapter 11 bankruptcy (Bankr. D. Kan. Case No. 11-40764) on May
20, 2011.  Judge Dale L. Somers presides over the case.  Kathryn E
Sheedy, Esq., and Tom R. Barnes, II, Esq., at Stumbo Hanson, LLP,
serve as the Debtor's counsel.  In its petition, the Debtor
estimated $1 million to $10 million in assets and under $1 million
in debts.  The petition was signed by David J. Christie, its
president.


DOWNEY REGIONAL: Arranges Loan for Jan. 26 Plan Approval
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Downey Regional Medical Center-Hospital Inc. arranged
financing needed to exit Chapter 11 under the reorganization plan
scheduled for confirmation at a Jan. 26 hearing. The so-called
exit financing will be up for approval at the Jan. 26 hearing.

Mr. Rochelle relates that the stand-alone plan received a
favorable vote from all creditor classes except one.  The hospital
will remain as a nonprofit institution. About $16.5 million in
taxable bonds will be repurchased as part of the plan.

                      About Downey Regional

Downey Regional Medical Center is a 90-year-old, 199-bed, not-for-
profit regional hospital and medical center in Southeast Los
Angeles County, California.  Regional Medical sought Chapter 11
protection (Bankr. C.D. Calif. Case No. 09-34714) on Sept. 14,
2009.  Lisa Hill Fenning, Esq., at Arnold & Porter LLP in Los
Angeles, represents the Debtor in its restructuring effort.  In
its petition, the Debtor estimated assets and debts between
$10 million and $50 million.


DUNE ENERGY: West Face Discloses 15.4% Equity Stake
---------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, West Face Capital Inc. and Gregory A. Boland disclosed
that, as of Dec. 31, 2011, they beneficially own 5,929,241 shares
of common stock of Dune Energy Inc. representing 15.4% of the
shares outstanding.  A full-text copy of the filing is available
for free at http://is.gd/Y6RaPN

                         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.


FANNIE MAE: Michael Williams to Resign as President and CEO
-----------------------------------------------------------
Michael J. Williams, president and chief executive officer of
Fannie Mae (formally, the Federal National Mortgage Association),
notified the company that he will step down from his position and
the company's Board of Directors when a new President and Chief
Executive Officer is appointed.

Mr. Williams has been President and Chief Executive Officer of
Fannie Mae since April 2009.  He previously served as Fannie Mae's
Executive Vice President and Chief Operating Officer from November
2005 to April 2009.  Mr. Williams also served as Fannie Mae's
Executive Vice President for Regulatory Agreements and Restatement
from February 2005 to November 2005, as President -- Fannie Mae
eBusiness from July 2000 to February 2005 and as Senior Vice
President -- e-commerce from July 1999 to July 2000.  Prior to
this, Mr. Williams served in various roles in the Single-Family
and Corporate Information Systems divisions of Fannie Mae.  Mr.
Williams joined Fannie Mae in 1991.  Mr. Williams has been a
Fannie Mae director since April 2009.

                         About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since September 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated specified
authorities to Fannie Mae's Board of Directors and has delegated
to management the authority to conduct day-to-day operations.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.


FILENE'S BASEMENT: Examiner Hearing Set for Feb. 8
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that liquidating retailers Syms Corp. and subsidiary
Filene's Basement LLC are likely to have an examiner named after a
Feb. 8 hearing.

The report relates that in December the discount retailers filed
papers asking for the appointment of an examiner before the year's
end.  Bowing to objection from the creditors' committee, the
bankruptcy judge in Delaware saw no reason for hurry.

According to the report, in advance of the Feb. 8 hearing to
decide if an examiner is appropriate, the judge is requiring
objections to be filed by Jan. 23. The judge is also giving
contending parties an opportunity to perform a mini-investigation
before the Feb. 8 hearing.

Mr. Rochelle notes that Syms itself sought an examiner, to defuse
allegations by the official equity committee that management was
guilty of misdeeds following the acquisition of subsidiary
Filene's Basement LLC in June 2009.  Although bankruptcy law may
compel appointment of an examiner, the judge retains the ability
to fix the examiner's budget, determine the breadth of the
investigation, and set a deadline for the report.

              About Filene's Basement & Syms Corp.

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

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

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


FILENE'S BASEMENT: Syms Drops 7.4% After Quarterly Financials
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that liquidated retailers Syms Corp. and subsidiary
Filene's Basement LLC filed financial statements for the quarter
ended Nov. 30 that sent the shares down as much as 25% in over-
the-counter trading on Jan. 11.  The stock closed at $10, down
7.4% on the day.

The report relates that in footnotes to the financial statements,
Syms said it was estimating the "net realizable value" of the real
estate at $146.8 million, compared with the $71.3 million book
value that had been on the balance sheet as of Feb. 26, 2011.  The
footnotes also said the estimated costs "for settling the existing
leases" total $56.6 million.

According to the report, calculating how much shareholders
ultimately might receive involves more than predicting whether
management's estimates are too high or too low.  It hasn't been
decided whether liabilities of Filene's, such as claims for lease
rejections, will be paid from assets owned by the parent,
Secaucus, New Jersey-based Syms.

                About Filene's Basement & Syms Corp.

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

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

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


FX4 LLC: Intends to Shut Down Three Store Locations
---------------------------------------------------
Max Jarman at the Republic FX4 LLC said it plans to close three
Arby's locations as part of its Chapter 11 reorganization.

According to the report, the Company has asked the U.S. Bankruptcy
Court in Phoenix for clearance to reject leases at 7610 W. Lower
Buckeye Road in Phoenix, 953 N. Dobson Road in Mesa and 1061
Highway 260 in Cottonwood.  A hearing date has not been set on the
request.

The report relates that Bradley Stevens, a Phoenix attorney
handling the bankruptcy, said other restaurants could be closed if
the company is unable to negotiate acceptable lease terms with
landlords.

                           About FX 4 LLC

Three related Scottsdale, Arizona limited-liability companies that
operate 54 Arby's fast-food restaurants in Arizona and one in New
Mexico have filed for Chapter 11 bankruptcy protection in Phoenix
Bankruptcy Court (Bankr. D. Ariz. Lead Case No. 11-33622).  The
restaurants are owned by FX4 LLC, FX4A LLC and FX4B LLC, all
headed by Scottsdale businessman Charles Harmon.

The three entities claim liabilities of $21.7 million and assets
of $10.5 million.  Bradley Stevens, Esq., a Phoenix attorney
handling the bankruptcy, said the three petitions likely will be
consolidated.  Of the debt, about $15.5 million is reported to be
owned to creditors holding secured claims.  Mr. Stevens said the
principal creditor is Bank of America.

The restaurants have struggled through the economic downturn and
that the bankruptcy proceeding will allow the operator to reject
leases and close unprofitable locations.

The report notes that Mr. Stevens said the group has not
determined which restaurants it will seek to close.

Bradley Jay Stevens, Esq., at Jennings, Strouss & Salmon, P.L.C.,
serves as counsel to the Debtor.  The Debtor disclosed $2,400,442
in assets and $2,165,915 in liabilities.

The U.S. Trustee reported that no creditor of the Debtors was
willing to serve on the Official Committee of Unsecured Creditors.


GRAND RIVER: Erman Teicher Approved as Committee's Attorneys
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
authorized the Official Committee of Unsecured Creditors of Grand
River Infrastructure, Inc., to retain Erman, Teicher, Miller,
Zucker & Freedman, P.C., as its attorneys.  Erman Teicher will:

   (a) advise and consult with the Committee concerning questions
       arising from the administration of the estate and
       concerning the rights and remedies of the Committee with
       regard to the estate's assets and the claims of secured,
       priority and unsecured creditors and other parties-in-
       interest;

   (b) appear for, prosecute, defend and represent the Committee's
       interests in suits arising in or related to this case;

   (c) consult with and advise the Committee in connection with
       the viability of Debtor remaining in Chapter 11 or the
       liquidation of this estate; and

   (e) generally represent the interests of the Creditors'
       Committee and the unsecured creditors of the estate.

The Committee believes Erman Teicher is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

The billing rates of Erman Teicher are:

          Earle I. Erman             $375 per hour
          Julie Beth Teicher         $375 per hour
          David M. Miller            $375 per hour
          Craig E. Zucker            $375 per hour
          David H. Freedman          $375 per hour
          Barbara A. Patek           $225 per hour
          Dianne  S. Ruhlandt        $225 per hour
          David M. Eisenberg         $225 per hour

Erman Teicher can be reached at:

          David M. Miller
          400 Galleria Officentre, Suite 444
          Southfield, MI 48034
          (248)827-4100
          dmiller@ermanteicher.com

                  About Grand River Infrastructure

Grand River Infrastructure, Inc., based in Durand, Michigan,
manufactures and sells concrete bridges and sewer products.  Grand
River filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No.
11-35206) on Nov. 14, 2011.  Judge Daniel S. Opperman presides
over the case.  Lawyers at Lambert, Leser, Isackson, Cook &
Giunta, P.C., serve as the Debtor's 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
C. Marsh, vice president.  Lender Fifth Third Bank is represented
by Max J. Newman, Esq., at Butzel Long, in Bloomfield Hills,
Michigan.


GAC STORAGE: Seeks to Employ Shaw Gussis as Local Counsel
---------------------------------------------------------
The Makena Great American Anza Company, LLC, and San Tan Plaza,
LLC, seek permission from the U.S. Bankruptcy Court for the
Northern District of Illinois to employ Robert M. Fishman and the
law firm of Shaw Gussis Fishman Glantz Wolfson & Towbin LLC as
local counsel.

Shaw Gussis will:

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

   (b) advise the Debtors 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 Debtors 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
       their 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 Debtors with respect to inquiries and
       negotiations concerning creditors and property of
       their estate;

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

   (h) assist the Debtors' lead counsel, Bernstein, Shur, Sawyer &
       Nelson, P.A., in connection with the Cases; and

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

The Debtors agree to compensate Shaw Gussis according to its
standard rates for cases of the size, complexity, and intensity as
these Cases. Shaw Gussis also will request reimbursement for
expenses incurred in connection with its representation of the
Debtors. As of Jan. 1, 2011, the hourly rates for services
rendered by Shaw Gussis ranged from $395 to $625 for members, from
$265 to $350 for associates, and from $125 to $185 for paralegals.

Prior to the bankruptcy filings, San Tan transferred $21,0391 and
Anza transferred $16,0392 to Shaw Gussis as a prepayment for
services to be rendered in advance of and in connection with these
Cases.  Shaw Gussis submits that approximately $4,837.323 of the
Prepetition Retainers has been used and applied to prepetition
services, including legal fees, filing fees, and expenses incurred
prior to the bankruptcy filings.

To the best of the Debtors' knowledge, information and belief,
Shaw Gussis 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:

         Robert M. Fishman, Esq.
         Gordon E. Gouveia, Esq.
         Marylynne Schwartz, Esq.
         SHAW GUSSIS FISHMAN GLANTZ WOLFSON & TOWBIN LLC
         321 North Clark Street, Suite 800
         Chicago, Illinois 60654
         Tel: (312) 980-3805
         E-mail: rfishman@shawgussis.com
                 ggouveia@shawgussis.com
                 mschwartz@shawgussis.com

                       About GAC Stories

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.


GARDENS OF GRAPEVINE: Files 2nd Amended Plan, Adds Lowary Claim
---------------------------------------------------------------
The Gardens of Grapevine Development, L.P., and The Gardens of
Grapevine Development GP, LLC submitted to the U.S. Bankruptcy
Court for the Northern District of Texas a second amended version
of their Joint Chapter 11 Plan of Reorganization dated Dec. 15,
2011.

The Debtors filed the Plan to provide for the continued sale
and/or development of their most significant asset, approximately
192 acres of land in Texas known as the Gardens of Grapevine.  The
Plan specifically contemplates:

   * The sale and/or development of the Property over a period of
     five years to maximize value of the Property;

   * Additional funding of up to $250,000 from the Palmeiros or
     one of their entities in order to pay Allowed Administrative
     Claims;

   * Contribution of up to $2.5 million by the Palmeiros from the
     sale of their house in Pebble Beach, California, to fund
     interest payments on Secured Claims.  The contribution will
     be secured by a second lien on the Pebble Beach house until
     it is sold;

   * Satisfaction of all Allowed Secured Claims in accordance with
     terms of the Plan and applicable state law from the net
     proceeds of the sales of the Property;

   * Distribution to holders of Allowed Unsecured Claims of all
     net proceeds received from the sales of the Property after
     payment of Allowed Secured, Priority and Administrative
     Claims;

   * Cancellation of the limited partnership interests in GOG and
     the member interests in GOG-GP; and

   * The issuance of new limited partnership interests in GOG and
     member interests in GOG-GP to Lynne Palmeiro in consideration
     for her contribution of her half interest in the Pebble Beach
     House as part of the $2.5 million contribution and in
     satisfaction of her half interest in the roughly $10 million
     owed to the Palmeiros in loans by GOG.

The Second Amended Plan provides for the treatment of 10 claim
classes as compared to 9 claim classes in previous plan versions.
The Unsecured Claim of Lowary has been added under Class 8.
Lowary refers to Loy Lowary and Lowary Holdings LLC, holders of an
allowed unsecured claim for $2,906,951.  Unsecured Claims of the
Palmeiros have been reclassified under Class 9 and Interests in
the Debtors have been reclassified under Class 10.  All other
claim classes are retained.

The Class 8 Lowary Claim will be paid (i) in full as cash may be
available after payment in full of all Allowed Administrative and
Priority Claims and Claims in Classes 6 and 7; and (ii) on a pari
passu basis with payment on the first $2,906,951 of the 50% of the
Allowed Class 9 Claim representing the community property interest
of Rafael Palmeiro and the remainder of the Class 9 Allowed Claim
subordinated to the Class 8 Lowary Claim.

A Dec. 6, 2011 confirmation hearing was previously scheduled for
the Debtors' Plan, but was subsequently postponed to a later date.

                   About Gardens of Grapevine

The Gardens of Grapevine Development, L.P., and The Gardens of
Grapevine Development GP, LLC, filed voluntary Chapter 11
petitions (Bankr. N.D. Tex. Case No. 11-43260) in Fort Worth,
Texas, on June 6, 2011.  50% of GOG-GP and GOG are owned by RP
Financial Holdings LLC, which is jointly owned by Rafael and Lynne
Palmeiro.

Frank Jennings Wright, Esq., at Wright Ginsberg Brusilow P.C., in
Dallas, Texas, serves as counsel to the Debtor.  The Debtor
estimated $50 million to $100 million in assets and $10 million to
$50 million in liabilities as of the Chapter 11 filing.


GENERAL MARITIME: Gets Court Nod to Sell Substantially All Assets
------------------------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York authorized General Maritime
Corporation, et al., to sell substantially all of their assets.

The Debtors have engaged in negotiations for senior lenders to
open the auction for the assets.  The Debtors have agreed to pay
the break-up fee and the expense reimbursement to senior lenders
upon execution of an asset purchase agreement which will provide
for the credit bid of up to the full amount of the claims of the
prepetition senior lenders and DIP lenders.

On Nov. 18, 2011, the Court authorized the Debtors to enter into
that certain Senior Secured Superpriority Debtor-in-Possession
Credit Agreement among General Maritime as parent, Debtors General
Maritime Subsidiary Corporation and General Maritime Subsidiary II
Corporation as borrowers, Nordea Bank Finland plc, New York Branch
as Administrative Agent and collateral agent, and various parties
as lenders thereunder.

The Court also approved these important dates pursuant to the
bidding procedures.

* Trigger Event means the nonoccurrence of any Lenders' Milestone
which will require the Debtors to immediately commence an
Acceptable Sale Process, as defined in the DIP Credit Agreement.

Trigger Event Notice Date:    No later than 3 days after a
                              Trigger Event*.

Stalking Horse, Auction and   No later than 11 business days
Sale Notice Date:             after a Trigger Event.

Initial Objection Deadline:   No later than 10 business days
                              after the Stalking Horse, Auction
                              and Sale Notice Date.

Bid Deadline:                 No later than 70 days after a
                              Trigger Event.

Auction:                      No later than 75 days after a
                              Trigger Event.

Supplemental Objection        No later than 3 days after
Deadline:                     the auction.

The Debtors and their advisors are authorized to engage in the
marketing of the assets after the occurrence of a Trigger Event,
including the entry into confidentiality agreements with potential
purchasers and maintaining an electronic data room for the
purposes of disseminating due diligence information.

The Debtors must contact the Court after the occurrence of a
Trigger Event to request that the Court schedule a hearing to
approve the Sale of the Assets for a date that is no later than
90 days after the Trigger Event, or such other date as may be
agreed to by the Debtors and the DIP Lenders.

In the event of any competing bids for the assets, resulting in
Senior Lenders not being the successful buyer, it will receive a
breakup fee equal to 1% of the purchase price (including, without
limitation, that amount of the Prepetition Senior Facilities and
DIP Facility that is credit bid) to be paid at the time of the
closing of the sale with such third party buyer.

A full-text copy of the order and sale procedures is available for
free at:

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

                             Objection

The Official Committee of Unsecured Creditors, in its objection,
asked the Court to revise the proposed bidding procedures to
incorporate these modifications.

According to the Committee:

   -- the bid protections were not necessary to induce a bid
      from the senior lenders and hamper (rather than encourage)
      bidding; and

   -- the objection deadlines contained in the procedures failed
      to provide the Committee with sufficient notice and
      opportunity to object, if necessary, to a proposed sale
      transaction; and

   -- the break-up fee and expense reimbursement sought by the
      Debtors have no justification under the relevant law.

The Committee also objects to the proposed objection deadlines
established in the procedures as being too short, at least as
applied to the Committee.

                      About General Maritime

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

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

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

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

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

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

The Official Committee of Unsecured Creditors appointed in the
case has retained lawyers at Jones Day as Chapter 11 counsel.
Jones Day previously represented an ad hoc group of holders of the
12% Senior Notes due 2017 issued by General Maritime Corp.  This
representation began Sept. 20, 2011, and concluded Nov. 29, 2011,
with the agreement of all members of the Noteholders Committee.
The Creditors Committee also tapped Lowenstein Sandler PC as
special conflicts counsel.

The Noteholders Committee consisted of Capital Research and
Management Company, J.P. Morgan Investment Management, Inc., J.P.
Morgan Securities LLC, Stone Harbor Investment Partners LP and
Third Avenue Focused Credit Fund.

The Creditors Committee is comprised of Bank of New York Mellon
Corporate Trust, Stone Harbor Investment Partners, Delos
Investment Management, and Ultramar Agencia Maritima Ltda.


GETTY PETROLEUM: Wins Court Approval to Hire KCC as Claims Agent
----------------------------------------------------------------
Getty Petroleum Marketing Inc. and its debtor-affiliates sought
and obtained authority from the U.S. Bankruptcy Court Southern
District of New York to employ Kurtzman Carson LLC as their
claims, noticing, and balloting agent.

KCC will, among other things:

     (a) prepare and serve required notices and documents in
         the chapter 11 cases in accordance with the Bankruptcy
         Code and the Bankruptcy Rules in the form and manner
         directed by the Debtors and/or the Court, including
         (i) notice of the commencement of the chapter 11 cases
         and the initial meeting of creditors, (ii) notice of
         any claims bar date, (iii) notices of transfers of
         claims, (iv) notices of objections to claims and
         objections to transfers of claims, (v) notices of
         any hearings on a disclosure statement and confirmation
         of the Debtors' plan or plans of reorganization,
         including under Bankruptcy Rule 3017(d), (vi) notice of
         the effective date of any plan and (vii) all other
         notices, orders, pleadings, publications and other
         documents as the Debtors or Court may deem necessary
         or appropriate for an orderly administration of the
         chapter 11 cases.

     (b) maintain an official copy of the Debtors' schedules of
         assets and liabilities and statement of financial
         affairs, listing the Debtors' known creditors and the
         amounts owed thereto;

     (c) maintain (i) a list of all potential creditors, equity
         holders and other parties-in-interest; and (ii) a "core"
         mailing list consisting of all parties and those parties
         that have filed a notice of appearance pursuant to
         Bankruptcy Rule 9010; update said lists and make said
         lists available upon request by a party-in-interest or
         the Clerk; and

     (d) maintain a post office box or address for the purpose
         of receiving claims and returned mail, and process all
         mail received.

The Debtors agree to pay KCC for its services, expenses and
supplies at the rates or prices set by KCC and in effect as of the
date of Engagement Agreement in accordance with the KCC Fee
Structure.

Prior to the Petition Date, the Debtors provided KCC a retainer in
the amount of $25,000.00.

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

                       About Getty Petroleum

A remnant of J. Paul Getty's oil empire, Getty Petroleum Marketing
markets gasolines, hydraulic fluids, and lubricating oils through
a network of gas stations owned and operated by franchise holders.
A former subsidiary of Russian oil giant LUKOIL, the company
operates in the Mid-Atlantic and Northeastern US states. Getty
Petroleum Marketing's primary asset is the more than 800 gas
stations in the Mid-Atlantic states which are located on
properties owned by Getty Realty. After scaling back the company's
operations to cut debt, in 2011 LUKOIL sold Getty Petroleum
Marketing to investment firm Cambridge Petroleum Holding for an
undisclosed price.

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.


GETTY PETROLEUM: Court Orders Lease Payment to Getty Realty
-----------------------------------------------------------
Getty Realty Corp. (NYSE-GTY) announced that the U.S. Bankruptcy
Court in the bankruptcy case of Getty Petroleum Marketing, Inc.,
Getty Realty's largest tenant, issued an order affirming Getty
Realty's right to receive post-bankruptcy rent for December 2011
and January 2012 and rejecting an attempt by the Debtor to
"offset" the rent for such months.  The Court ordered the Debtor
to comply with all of its post-bankruptcy obligations under the
Master Lease, including the obligations to pay fixed rent and real
estate taxes.  The Order requires the Debtor to pay $3 million
towards these obligations by Jan. 17th and the remainder of the
amounts due under the Master Lease on account of unpaid post-
bankruptcy obligations, which includes more than $9 million of
unpaid fixed rent, not later than February 5, 2012.

David B. Driscoll, President and CEO of Getty Realty, commented,
"We welcome the decision of the Bankruptcy Court requiring
Marketing to comply with its post-bankruptcy obligations under the
Master Lease.  Getty Realty intends to continue to protect its
interests with respect to the Master Lease and pursue all other
rights and remedies available to it as appropriate. We remain
confident of the long-term value in the portfolio subject to the
Master Lease and optimistic about the future of our Company."

Getty Realty has previously disclosed that it had served the
Debtor with a formal notice of termination of the Master Lease as
a result of Marketing's nonpayment of November 2011 rent.  As of
November 30, 2011, the Debtor leased approximately 800 properties
under the Master Lease and the monthly fixed rent that was due to
Getty Realty under the Master Lease was approximately $4.9
million. Under the Master Lease, the Debtor is responsible for the
payment of taxes, maintenance, repair, insurance, environmental
and other operating expenses.  Getty Realty believes that it is
likely that the Debtor has not paid some or all of the real estate
taxes due and owing under the Master Lease in a timely manner.

As a result of the foregoing developments, it is likely that Getty
Realty will be required to accrue and pay for some or all of these
unpaid real estate taxes.  Also, as previously disclosed, it is
also likely that Getty Realty will be required to increase the
deferred rent receivable reserve, record additional impairment
charges and accrue for the Debtor's environmental liabilities. In
addition, Getty Realty may incur significant costs associated with
proceedings against the Debtor and a repositioning of the Master
Lease portfolio.  Getty Realty has not determined the amounts of
any such costs or potential adjustments to its financial
statements.  These developments could materially adversely affect
Getty Realty's business, financial condition, revenues, operating
expenses, results of operations, liquidity, ability to pay
dividends or stock price.  Getty Realty cannot provide any
assurance regarding the ultimate resolution of the Debtor's
bankruptcy.

                         About Getty Realty

Getty Realty Corp. is the largest publicly-traded real estate
investment trust in the United States specializing in ownership,
leasing and financing of retail motor fuel and convenience store
properties and petroleum distribution terminals.  It owns and
leases approximately 1,155 properties nationwide.

                       About Getty Petroleum

A remnant of J. Paul Getty's oil empire, Getty Petroleum Marketing
markets gasolines, hydraulic fluids, and lubricating oils through
a network of gas stations owned and operated by franchise holders.
A former subsidiary of Russian oil giant LUKOIL, the company
operates in the Mid-Atlantic and Northeastern US states. Getty
Petroleum Marketing's primary asset is the more than 800 gas
stations in the Mid-Atlantic states which are located on
properties owned by Getty Realty. After scaling back the company's
operations to cut debt, in 2011 LUKOIL sold Getty Petroleum
Marketing to investment firm Cambridge Petroleum Holding for an
undisclosed price.

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.


GRAND RIVER: Committee Can Retain Erman Teicher as Attorneys
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
authorized the Official Committee of Unsecured Creditors of Grand
River Infrastructure, Inc., to retain Erman, Teicher, Miller,
Zucker & Freedman, P.C., as attorneys.

Erman Teicher will:

   (a) advise and consult with the Committee concerning questions
       arising from the administration of the estate and
       concerning the rights and remedies of the Committee with
       regard to the estate's assets and the claims of secured,
       priority and unsecured creditors and other parties-in-
       interest;

   (b) appear for, prosecute, defend and represent the Committee's
       interests in suits arising in or related to this case;

   (c) consult with and advise the Committee in connection with
       the viability of Debtor remaining in Chapter 11 or the
       liquidation of this estate; and

   (e) generally represent the interests of the Creditors'
       Committee and the unsecured creditors of the estate.

The billing rates of Erman Teicher are:

          Earle I. Erman             $375 per hour
          Julie Beth Teicher         $375 per hour
          David M. Miller            $375 per hour
          Craig E. Zucker            $375 per hour
          David H. Freedman          $375 per hour
          Barbara A. Patek           $225 per hour
          Dianne  S. Ruhlandt        $225 per hour
          David M. Eisenberg         $225 per hour

                 About Grand River Infrastructure

Grand River Infrastructure, Inc., based in Durand, Michigan,
manufactures and sells concrete bridges and sewer products.  Grand
River filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No.
11-35206) on Nov. 14, 2011.  Judge Daniel S. Opperman presides
over the case.  Lawyers at Lambert, Leser, Isackson, Cook &
Giunta, P.C., serve as the Debtor's 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 C. Marsh, vice president.


HAMPTON ROADS: Michael Sykes Joins as BHR Lending Unit SVP
----------------------------------------------------------
Hampton Roads Bankshares, Inc., the holding company for The Bank
of Hampton Roads and Shore Bank, announced that Michael J. Sykes
has joined BHR's newly-created Real Estate Lending Unit as a
Senior Vice President, reporting to L. Edward Putney, Jr.,
Director of Real Estate Lending.  Sykes will focus on originating
high-quality commercial real estate loans.

Tom Mears, BHR's President of Commercial Banking and the President
and CEO of Shore Bank, said, "Mike has over three decades of real
estate lending experience in our core markets and a superb track
record.  As we continue to reduce our company's problem assets and
increase our focus on driving high-quality loan portfolio growth,
we are very pleased to have a lender of Mike's caliber and depth
on our team.  We expect Mike to provide great value throughout our
footprint at Bank of Hampton Roads as well as our growing customer
base at Shore Bank."

Denny P. Cobb, BHR's Chief Credit Officer, added, "I have worked
with and competed against Mike for over 25 years and believe he is
one of the best commercial real estate lenders in Hampton Roads.
With his depth of experience and strong skills in all aspects of
commercial real estate, he is uniquely qualified to lead BHR's
commercial real estate line of business going forward."

Sykes joined BHR in 2009.  Prior to joining the Real Estate
Lending unit, he served as Senior Vice President and Team Leader
in the Special Assets unit.  Previously, he served for over three
decades in real estate finance positions with Sovran Bank, First
American Bank of Georgia and Bank of America, primarily in the
Richmond and Norfolk markets.  Sykes is a Director of the Hampton
Roads Association for Commercial Real Estate, a member of the
Advisory Board of the Center for Real Estate and Economic
Development at Old Dominion University, and has also been active
in the Urban Land Institute - Hampton Roads Chapter and the
Greater Richmond Association for Commercial Real Estate.

                   About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and fifteen ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company said in its Form 10-Q for the Sept. 30, 2010 quarter
that due to its financial results, the substantial uncertainty
throughout the U.S. banking industry, and the Written Agreement
the Company and BOHR have entered into, doubts existed regarding
the Company's ability to continue as a going concern through the
second quarter of 2010.  However, management believes this concern
has been mitigated by the initial closing of the Private Placement
that occurred on Sept. 30, 2010.

The 2010 results did not include a going concern qualification
from Yount Hyde.

The Company reported a net loss of $210.35 million on
$122.20 million of total interest income for the year ended
Dec. 31, 2010, compared with a net loss of $201.45 million on
$149.44 million of total interest income during the prior year.

The Company also reported a net loss of $76.82 million on
$77.91 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $176.07 million on
$93.61 million of total interest income for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2011, showed
$2.43 billion in total assets, $2.30 billion in total liabilities,
and $135.67 million in total shareholders' equity.


HARSCO CORP: Moody's Review Ratings for Possible Downgrade
----------------------------------------------------------
Moody's Investors Service is reviewing the Baa2 long-term and
Prime-2 short-term ratings of Harsco Corporation for possible
downgrade. The review is prompted by Moody's concerns that the
prolonged weakness in non-residential construction and
infrastructure spending, as well as reduced demand for industrial
services, which are the company's primary revenue drivers, could
delay the pace of improvement in the company's operating
performance and it its ability to restore credit metrics that are
supportive of the current ratings.

All ratings on review for possible downgrade, including:

Baa2 senior unsecured rating

Multiple priority shelf filing; senior unsecured at (P)Baa2,
subordinated at (P)Baa3, preferred at (P)Ba1

Prime-2 short-term rating

Ratings Rationale

Moody's expects that demand in Harsco's core markets will remain
weak through 2012. Non-residential construction and infrastructure
spending, as well as demand for industrial services are likely to
remain under pressure. In addition, despite efforts to reduce its
Western European exposure, the company's euro zone concentration
remains high and economic uncertainties in that region continue to
pose a threat. Harsco's metals and minerals business remains
susceptible to steel volume volatility, which is not showing signs
of abating.

Harsco is undertaking a major restructuring initiative in order to
contend with this stress.  "Our review is focusing on the degree
to which this program will effectively reduce the company's cost
structure and enable it to improve operating margins, cash
generation, and the resulting credit metrics. We will also examine
the company's ability to de-lever, given ongoing demands for
growth capital expenditures, and the degree to which returns
derived from previous initiatives justified significant investment
during prior years. The review will also consider the company's
liquidity profile, considering its ability to generate free cash
flow and extending its core revolving credit facility, which
expires within the next 12 months," according to Moody's.

The principal methodology used in rating Harsco Corporation was
the Global Business & Consumer Service Industry Rating Methodology
published in October 2010.

Harsco Corporation, headquartered in Camp Hill, PA is a
diversified industrial service company addressing global markets
for infrastructure access, outsourced services to metal
industries, metal recovery & mineral-based products, railway track
maintenance and certain industrial equipment. Revenues for the 12
months ended September 30, 2011 were approximately
$3.3 billion.


HORIZON LINES: Beach Point Discloses 32.6% Equity Stake
-------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Beach Point Capital Management LP and Beach Point GP
LLC disclosed that, as of Dec. 7, 2011, they beneficially own
1,065,412 shares of common stock of Horizon Lines, Inc.,
representing 32.67% of the shares outstanding.  A full-text copy
of the filing is available at http://is.gd/cDtAXu

                        About Horizon Lines

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

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

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

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

                           Refinancing

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

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

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

                          *     *     *

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

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


HORIZON LINES: Virginia Retirement Discloses 10.2% Equity Stake
---------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Virginia Retirement System disclosed that, as of
Dec. 7, 2011, it beneficially owns 331,241 shares of common stock
of Horizon Lines, Inc., representing 10.16% of the shares
outstanding.  A full-text copy of the filing is available at:

                        http://is.gd/DozbKn

                        About Horizon Lines

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

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

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

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

                           Refinancing

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

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

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

                          *     *     *

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

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


HOSTESS BRANDS: To Continue Talks With Labor Partners
-----------------------------------------------------
Hostess Brands, Inc. and its five subsidiaries have filed a
procedures motion to establish a timeline for motions under
Sections 1113 and 1114 of the Bankruptcy Code to address its labor
agreements.  "Notwithstanding the procedures motion, we will do
everything we can to reach a consensual agreement with our unions
to modify our collective bargaining agreements," Mr. Driscoll
said.  "We have engaged in good-faith bargaining with our labor
partners for many months.  We remain hopeful that we can reach an
agreement that will allow us to amend our labor contracts so that
we can emerge from Chapter 11 as a highly competitive company that
provides secure jobs for our employees."

The Company has also requested the Court to authorize certain
actions, including entering into the DIP financing agreement,
continuing wages for employees without interruption and
maintaining all customer programs.

The Company's current cost structure is not competitive, primarily
due to legacy pension and medical benefit obligations and
restrictive work rules.  Those issues, combined with the economic
downturn and a more difficult competitive landscape, created a
worsening liquidity situation that prompted the need for a
reorganization.

Hostess Brands said previous efforts to implement incremental
change, including a Chapter 11 case that was completed in February
2009, were insufficient.  The Company's cost structure left it
poorly positioned to respond to a worsening economy, increased
competition and consolidation in the industry that has given other
bakery companies major economies of scale and workforce
advantages.

During the Chapter 11 proceeding, the Company will continue
operating its bakeries, outlet stores and distribution centers and
delivering its products to its customers across the country.  The
Company does not anticipate any disruptions in the manufacturing
and delivery of any of its bread or cake products.  The Company's
brands, including Wonder(R), Merita(R) and Butternut(R) breads;
Drake's(R), Twinkies(R) and Hostess(R) cakes, will still be
available and on store shelves everywhere.

"Hostess has some of our industry's most powerful and resilient
brands," said President and Chief Executive Officer Brian
Driscoll.  "With generations of loyal consumers, numerous iconic
products and a talented and experienced workforce, Hostess Brands
has tremendous inherent strengths to build upon."

                       New Business Plan

The Chapter 11 filing is intended to provide Hostess Brands the
opportunity to re-engineer the Company and, upon emergence, to
execute a business plan that will transform Hostess Brands into a
competitive wholesale baker that can provide employment on
competitive terms and continue to efficiently service all of its
customers.  The business plan is designed to create a sustainable
cost structure with competitive employee benefit plans while
allowing the Company to invest in modern systems, fleets and
facilities to meet changing customer needs and consumer tastes.

"With these changes, we can access capital to reinvest in our
Company again and begin to level the playing field with our
competitors," Mr. Driscoll said.  "This Company has tremendous
potential if we can remove the barriers to success."

The Company has established a toll-free restructuring information
line at 855-239-1428.

                      About Hostess Brands

Founded in 1930 and based in Irving, Texas, the Company's products
include iconic brands such as Butternut(R), Ding Dongs(R), Dolly
Madison(R), Drake's(R), Home Pride(R), Ho Hos(R), Hostess(R),
Merita(R), Nature's Pride(R), Twinkies(R) and Wonder(R). Hostess
Brands has approximately 19,000 employees and operates 36
bakeries, 565 distribution centers, approximately 5,500 delivery
routes and 570 bakery outlet stores throughout the United States.

Hostess Brands Inc. and its affiliates filed for creditor
protection under Chapter 11 of the Bankruptcy Code early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Lead Case No. 12-22052) in White
Plains, New York.

Two years after predecessors Interstate Bakeries Corp. and its
affiliates emerged from bankruptcy (Bankr. W.D. Miss. Case No. 04-
45814), the new owners have pursued new Chapter 11 cases to escape
from what they called "uncompetitive and unsustainable" union
contracts, pension plans, and health benefit programs.

Hostess Brands disclosed assets of $982 million and liabilities of
$1.43 billion as of Dec. 10, 2011.  Debt includes $860 million on
four loan agreements.  Trade suppliers are owed as much as $60
million.

The Debtors have tapped Jones Day as counsel; Stinson Morrison
Hecker LLP as general corporate counsel and conflicts counsel;
Perella Weinberg Partners LP as investment bankers, and Kurtzman
Carson Consultants LLC as administrative agent.


HOSTESS BRANDS: Taps Jones Day as Lead Bankruptcy Counsel
---------------------------------------------------------
Hostess Brands, Inc., and its five domestic subsidiaries seek
authority from the Bankruptcy Court to employ Corinne Ball and an
army of lawyers at Jones Day as their Chapter 11 counsel.

Jones Day provided services to the Debtors pre-bankruptcy in
connection with various matters, including (a) assisting the
Debtors with certain labor issues, (b) providing advice regarding
the Debtors' postpetition financing and (c) the preparation of the
chapter 11 cases.

On March 31, 2011, the Debtors provided Jones Day with an advance
payment of $250,000 to pay for legal services rendered by Jones
Day in connection with the Debtors' out-of-court debt
restructuring efforts.

From time to time, Jones Day applied the Retainer proceeds to
actual fees and expenses, including a draw immediately prior to
the Petition Date of $625,471 for estimated fees and expenses.
These Prepetition Draws totaled $5,865,299.

As of the Petition Date, $812,750 of the Retainer remains
unapplied.  Accordingly, Jones Day believes that it will be fully
paid for its prepetition services.  To the extent Jones Day is not
fully compensated for its services, it will waive any outstanding
amounts for prepetition services rendered.

Prior to the Petition Date, Jones Day also has been paid for
litigation and other non-bankruptcy advice and services.  For the
period beginning Jan. 1, 2011 through the Petition Date, Jones Day
has received payments from the Retainer aggregating $171,949 for
non-bankruptcy services.

Ms. Ball, a partner at Jones Day, attests that Jones Day neither
holds nor represents an interest materially adverse to the Debtors
or their respective estates, and that it is a "disinterested
person," as defined in section 101(14) of the Bankruptcy Code and
as required by section 327(a) of the Bankruptcy Code.

A non-exclusive list of certain Jones Day professionals who will
be involved in the case and their hourly rates:

                                                 BILLING RATE
                                                 IN EFFECT
                                                 AS OF THE
  NAME                LOCATION     POSITION      PETITION DATE
  ----                --------     --------      -------------
  Corinne Ball        New York     Partner           $975
  Willis Goldsmith    New York     Partner           $875
  Jessica Kastin      New York     Partner           $650
  Heather Lennox      New York     Partner           $875
  Lisa Laukitis       New York     Partner           $775
  John Mazey          Dallas       Partner           $650
  Evan Miller         Washington   Partner           $875
  Robert Profusek     New York     Partner           $975
  Veerle Roovers      New York     Partner           $750
  Ryan Routh          Cleveland    Partner           $650
  John Cornell        New York     Of Counsel        $975
  Jason Cover         New York     Associate         $625
  Daniel Culhane      New York     Associate         $500
  Laird Nelson        New York     Associate         $500

                       About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Debtor-affiliates that filed
separate Chapter 11 petition are IBC Sales Corporation, IBC
Trucking LLC, IBC Services LLC, Interstate Brands Corporation, and
MCF Legacy Inc.  Hostess Brands disclosed assets of $982 million
and liabilities of $1.43 billion as of Dec. 10, 2011.  Debt
includes $860 million on four loan agreements.  Trade suppliers
are owed as much as $60 million.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).  Ripplewood
Holding LLC, after providing $130 million to finance the plan,
obtained control of IBC's business following the prior
reorganization.  Hostess Brands is privately held.  The new owners
pursued new Chapter 11 cases to escape from what they called
"uncompetitive and unsustainable" union contracts, pension plans,
and health benefit programs.

In 2011, Hostess retained Houlihan Lokey to explore sales of its
smaller assets and individual brands.  Houlihan Lokey oversaw the
sale of Mrs. Cubbison's to Sugar Foods Corporation for $12
million, but was unable to sell any of Hostess' core assets.

Judge Robert D. Drain oversees the case.  Hostess has hired Jones
Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, and Kurtzman Carson Consultants LLC as
administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.


HOSTESS BRANDS: Hires Kurtzman Carson as Claims Agent
-----------------------------------------------------
Hostess Brands, Inc., and its five domestic subsidiaries seek
Bankruptcy Court authority to employ Kurtzman Carson Consultants
LLC as their claims and noticing agent.  Although the Debtors have
not yet filed their schedules of assets and liabilities, they
anticipate that there will be thousands of entities to be noticed.
In view of the number of anticipated claimants and the complexity
of the Debtors' businesses, the Debtors said the appointment of a
claims and noticing agent is both necessary and in the best
interests of both their estates and creditors.

The Debtors also filed a separate application to employ KCC as
administrative agent.

Prior to the Petition Date, the Debtors provided KCC a $50,000
retainer.

Albert Kass, the Vice President of Corporate Restructuring
Services of Kurtzman Carson Consultants LLC, attests that the firm
is a "disinterested person" as that term is defined in section
101(14) of the Bankruptcy Code with respect to the matters upon
which it is to be engaged.

                       About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Debtor-affiliates that filed
separate Chapter 11 petition are IBC Sales Corporation, IBC
Trucking LLC, IBC Services LLC, Interstate Brands Corporation, and
MCF Legacy Inc.  Hostess Brands disclosed assets of $982 million
and liabilities of $1.43 billion as of Dec. 10, 2011.  Debt
includes $860 million on four loan agreements.  Trade suppliers
are owed as much as $60 million.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).  Ripplewood
Holding LLC, after providing $130 million to finance the plan,
obtained control of IBC's business following the prior
reorganization.  Hostess Brands is privately held.  The new owners
pursued new Chapter 11 cases to escape from what they called
"uncompetitive and unsustainable" union contracts, pension plans,
and health benefit programs.

In 2011, Hostess retained Houlihan Lokey to explore sales of its
smaller assets and individual brands.  Houlihan Lokey oversaw the
sale of Mrs. Cubbison's to Sugar Foods Corporation for $12
million, but was unable to sell any of Hostess' core assets.

Judge Robert D. Drain oversees the case.  Hostess has hired Jones
Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, and Kurtzman Carson Consultants LLC as
administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.


HUBBARD PROPERTIES: IWA Objects to Amended Disclosure Statement
---------------------------------------------------------------
Hubbard Properties, LLC, filed on Nov. 29, 2011, a Second Amended
Disclosure Statement in relation to the Debtor's Amended Plan of
Reorganization dated as of Nov. 15, 2011.

The Plan provides that the property of the Debtor's Estate,
together with any property of the Debtor that is not property of
its Estate and that is not specifically disposed of or abandoned
pursuant to the Plan, will revest in the Debtor on the Effective
Date.

Investors Warranty of America, Inc., has filed a proof of claim,
asserting a secured claim against the Debtor in the amount of
$28,404,980.  The Debtor disputes the amount of the IWA Claim.
The Class 3 IWA Secured Claim (estimated between $15,000,000 and
$19,000,000) will be satisfied through the Debtor's delivery of
the IWA Note A and IWA Note B on the Effective Date.

Holders of Allowed Class 6 Unsecured Claims (excluding Holders of
Allowed Class 6 Unsecured Claims that are Affiliates of the
Debtor) will receive a payment (i) within 10 business days of the
Effective Date a payment of equal to such Holder's Pro Rata Share
of the Unsecured Payment Fund and and (ii) within 30 days of the
Debtor's receipt of the BP Claim Proceeds an additional
distribution equal to such Holder's Pro Rata share of 40% of the
BP Claim Proceeds.

In the event that IWA (I) does not make the 1111(b) election, or
(ii) does not waive any right to distribution on account of the
IWA Deficiency Claim (Class 7), IWA will be paid in annual
installments equal to the Excess Cash Flow Payment with the first
payment to be made on the 6th anniversary date of the Effective
Date and continuing on the anniversary date of each succeeding
year until the earlier of (a) the date that the Allowed IWA
Deficiency Claim is paid in full or (b) June 30, 2021.

Alternatively, IWA may elect, by indicating on a ballot or other
writing acceptable to the Debtor to receive the same treatment on
account of any Allowed IWA Deficiency Claim as provided to the
Holders of allowed Class 6 Unsecured Claims under Section 4.6.1 of
the Plan, any IWA Deficiency Claim (after determination of all
applicable setoffs, offsets, or subordination pursuant to Section
510 of the Bankruptcy Code or other applicable law to the extent
IWA does not accept the Plan).

All existing Equity Interests in the Debtor (Class 8) will be
canceled as of the Effective Date and new membership interests
representing 100% of the membership interests in the Reorganized
Debtor will be issued to persons or entities that provided the
Exit Funding.

A copy of the Second Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/hubbardproperties.doc195.pdf

                        IWA's Objection

IWA objects to the approval of the Second Amended Disclosure
Statement filed in the Debtor's Chapter 11 case, citing:

   1. In Section IV, B of the Disclosure Statement, it is stated
that IWA claims that the principal amount owed under the
Redevelopment Debt is $28,404,908.  As noted in the Proof of Claim
filed by IWA in this case on April 12, 2011 (Claim 17-1) that
amount included interest, advances and costs, and a prepayment
premium.  The paragraph in the Disclosure Statement makes it
appear that IWA has knowingly overstated the principal amount of
its claim.

   2. The Disclosure Statement states that Nagasti Inc. d/b/a Gray
Jewelers and Butterfield Bros., LLC, d/b/a Kilwin's of John's Pass
are secured creditors.  Neither of those creditors filed proofs of
claim and the Disclosure Statement lacks adequate information
regarding how and when these creditors became secured creditors.

   3. In Section IV, C there is a long and misleading discussion
regarding the Debtor's default on its loan to IWA and the events
regarding the Debtor's employment of CFM and the collection of
rents, lease payments, and income.  The disclosures contain many
factual inaccuracies and seem to only be intended to negatively
influence this Court and creditors towards IWA.  Almost all of the
disclosures are irrelevant to a creditor's consideration of the
Plan, as that term is defined in the Disclosure Statement, but to
the extent the Disclosure Statement is permitted to contain such
disclosures, IWA submits that the disclosures should include a
statement that the disclosures contain the Debtor's version of
what transpired and that IWA disputes much of what the Debtor is
alleging are the "facts" surrounding the Debtor's reasons for
filing Chapter 11.

   4. The discussion of IWA's claim in Section V, B of the
Disclosure Statement is misleading.  The statement is made that
the IWA Note is non-recourse as to the Debtor, which is
technically correct, although the IWA Note goes on to in great
detail the "Carve-out Obligations" which modify the non-recourse
nature of the IWA Note. Additionally, the cases cited by the
Debtor are not applicable to the discussion in the Disclosure
Statement.

   5. There is no disclosure as to the Debtor's specific valuation
of the Property which makes it difficult, if not impossible, for
IWA to analyze its options with respect to the 1111 (b) election
option given IWA under the Plan.  Accordingly, IWA will likely
have to move for an extension of time to make its 1111(b)
election.

   6. It is unclear to IWA who the "Affiliates" of the Debtor are
that are involved in the Plan.  IWA is not aware of any and would
request the Disclosure Statement include a list of who those might
be.

   7. The term "Exit Funding" used in the Disclosure Statement is
defined in the Plan to include "or affiliated entities."  IWA
submits that the Disclosure Statement should define which
affiliated entities are being referred to in the definition.

   8. There is no explanation of what the DIP Financing Claim is,
its purpose, and why it would be necessary or appropriate.

   9.  It appears that Class 6 General Unsecured Claims and Class
7 IWA Deficiency Claims are being offered the same treatment.  As
a result, there should be discussion in the Disclosure Statement
as to why two separate classes were required for Class 6 and Class
7 inasmuch as it appears the two classes should be combined.

                     About Hubbard Properties

Hubbard Properties owns and operates a retail and entertainment
complex, located in Madeira Beach, Florida, commonly known as the
John's Pass Boardwalk.

Investors Warranty of America, Inc. (IWA) claims that it is owed
$28,404,980 secured by a mortgage on the Property and an
assignment of rents and related security interests.

Hubbard Properties, LLC, filed for Chapter 11 protection (Bankr.
M.D. Fla. Case No. 11-01274) in Tampa, Florida, on Jan. 27, 2011.
David S. Jennis, Esq., and James Allen McPheeters, Esq., at Jennis
& Bowen, P.L., in Tampa, Fla., serve as bankruptcy counsel.  The
Debtor also tapped Bacon & Bacon, P.A., as special counsel; Tony
Buzbee and The Buzbee Law Firm as special counsel in connection
with the assessment and recovery of the Debtor's BP oil spill
claim, Van Middlesworth and Company, P.A., as accountant; and
Claims Strategies Group, LLC, as claim consultant.

The law firm of Hill, Ward and Henderson, P.A., represents the
Official Committee of Unsecured Creditors as counsel.

In its amended schedules, the Debtor disclosed $12,572,058 in
assets and $23,849,378 in liabilities.


ICAHN ENTERPRISES: Moody's Rates $500MM Sr. Unsec. Notes at 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service has assigned a rating of Ba3 to $500
million of senior unsecured notes to be issued by Icahn
Enterprises L.P. in the private placement market. The notes are
scheduled to mature in January 2018 and the proceeds will be used
for general corporate purposes. The outlook on Icahn's ratings is
stable.

Ratings Rationale

The debt offering from Icahn Enterprises follows last month's
announcement of a $500 million equity rights offering which is
expected to close by the end of January. Carl Icahn, through his
affiliates who own 92.6% of IEP's outstanding units, has informed
IEP that his affiliates intend to exercise fully all basic
subscription rights and over-subscription rights allocated to them
in the offering.

The net effect of the equity and debt transactions is credit
neutral to Icahn's credit profile. Although there is an increase
in absolute leverage, the debt and equity transactions improve the
company's liquidity position. While the debt issuance elevates the
holding company's overall leverage to $3.55 billion from $3.05
billion at the end of September 30, 2011, the pro-forma impact on
its total debt/EBITDA and interest coverage ratios is relatively
modest. As a result of the transactions, Icahn's liquidity
position will improve as we expect the company will retain a
portion of the debt proceeds on the balance sheet of the holding
company. We expect holding company cash to well exceed $1.0
billion post the transactions compared to $439 million at
9/30/2011, says Moody's. In addition to cash on hand at the
holding company, Icahn Enterprises has approximately
$3.1 billion interest at year-end 2011 in its investment funds,
which consist primarily of marketable securities. Moody's notes
that Icahn's liquidity position may fluctuate significantly given
its business strategy to move quickly on potentially large
acquisitions if it perceives opportunity to increase shareholder
value.

Moody's Ba3 rating on the senior unsecured debt issued by Icahn
Enterprises is based on the risks and uncertainties of the
company's investment strategies and the performance of its
subsidiary businesses. The company has two cash flow sources to
service its debt: a) proceeds from the sale of controlling stakes
in its operating subsidiaries; and b) dividends from and the sale
of holdings in its asset management or hedge fund operations. Both
of sources of cash flow can be volatile due to the inherent
complexity and uncertainty in buying and selling majority stakes
in companies as well as the concentration, credit quality and
cyclicality of its portfolio companies.

Moody's rating also incorporates the risks and uncertainties from
activist investing including the potential need to support the
company's subsidiaries. In Moody's view, Icahn Enterprises
presently faces greater uncertainty as to the timing of corporate
asset sales and has increased its usage of debt in recent years to
pursue its activist investing strategies. Moody's added that Icahn
Enterprises' succession planning remains an important rating
consideration due to the company's dependency on Mr. Icahn.

Moody's noted that the following developments would put positive
pressure on Icahn's ratings: continued improvement and expectation
of stability in financial profile including reduction in net debt
relative to total invested assets, shift in investment portfolio
towards less concentrated positions of higher credit quality and
more stable cash flow dynamics and addressing governance issues
relating to succession planning, group complexity and
transparency.

The following developments would put negative pressure on Icahn's
ratings: deterioration of valuations or credit strength of its
operating subsidiaries or investment management segment or
reduction in liquidity at the holding company below $1.0 billion.

The last rating action on Icahn Enterprises was on June 16, 2011
when Moody's affirmed the company's ratings and revised the
outlook to stable from negative.

Icahn Enterprises L.P. is a publicly traded master limited
partnership that is 92.6% owned by Carl C. Icahn. The primary
business strategy of Icahn Enterprises is generating returns in
its activist hedge funds and direct equity investing in companies
to unlock value. The company operates multiple business segments
including investment management, automotive, metals, real estate,
home fashion, railcar, gaming and food packaging.

The principal methodologies used in this rating were Global
Investment Holding Company Methodology with elements of the
"Moody's Global Rating Methodology for Asset Management Firms"
both published in October 2007.


INNER CITY: Seeks Lease Decision Period Extension Thru April 5
--------------------------------------------------------------
Inner City Media Corporation, et al., ask the U.S. Bankruptcy
Court for the Southern District of New York to extend the time by
which they must assume or reject unexpired leases of non-
residential real property through April 5, 2012.

When they filed for bankruptcy, the Debtors were parties to
approximately 20 non-residential real property leases.  They
insist that the Unexpired Leases, which include a headquarters
lease, general office space leases and radio tower leases, are
critical to the operation of their business.

The Debtors assure the Court that they are working, in
consultation with their advisors, to make determinations regarding
the assumption and rejection of their executory contracts and
Unexpired Leases.  They, however, maintain that they will not be
able to maximize the value of their assets in connection with the
ongoing extensive sale process they undertook if they are forced
to make decisions on the assumption or rejection of the Unexpired
Leases prior to the auction and sale hearing.

                    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.


INNER CITY: Yucaipa, Fortress to Purchase WLIB-WBLS in Debt Swap
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Inner City Media Corp. will be sold to secured
lenders Yucaipa Cos. and Fortress Investment Group LLC unless a
better offer surfaces at auction Feb. 16.  Under the auction and
sale procedures approved Jan. 10, competing bids are due initially
by Feb. 13.  A hearing to approve the sale is set for Feb. 21.

                     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 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.


INTERNATIONAL ENERGY: Files Revised Disclosure Statement
--------------------------------------------------------
International Energy Holdings Corp. filed on Dec. 15, 2011, a
revised disclosure statement relating to the Debtor's Plan of
Reorganization dated Dec. 14, 2011.

The primary purpose of the Plan is to effectuate the restructuring
of the Debtor's capital structure to strengthen the balance sheet
by reducing its overall indebtedness.

Under the Plan, Class 1 Secured Tax Claims, Class 2 HCI
Construction Secured Claim, Class 3 The Next Phase LLC Secured
Claim, and Class 4 All Other Secured Claims will be paid 50% of
Allowed Claim, (i) 40% in cash within 90 days from the date of
confirmation of the Plan and (ii) 60% balance over 6 years with
simple interest of 5.25% starting June 30, 2013.

Class 5 Green Capital, LLC, Unsecured Claim will be paid 25% of
Allowed Claim over 6 years starting from June 30, 2013, plus 5%
Equity in the company.

Class 6 General Unsecured Claims will be paid 25% of Allowed Claim
over 6 years starting from June 30, 2013, plus 10% Equity in the
company.

All Allowed Class 7 Equity Interests will be reinstated.

The Debtor intends to implement its Plan in three ways: (a) by
raising approximately $12,500,000 in credit; (b) from the cash
flow that will be generated from finishing the plant and its
future business operations and (c) by disposing off some of the
unwanted assets that are not needed for Debtor's business
operations.

A copy of the revised disclosure statement is available for free
at http://bankrupt.com/misc/internationalenergy.doc157.pdf

                    About International Energy

Tampa, Florida-based International Energy Holdings Corp. -- fka
International CRO Holdings Corp.; The Cornerstone Brad, LLC; and
Bison Renewable Energy, LLC -- is a development stage company and
has been developing a methane plant in Hull, Iowa.  Currently the
plant is partially finished and the Debtor needs to raise
additional funds to complete balance of the plant and to operate
its business and to manage its assets as a debtor-in-possession
during the pendency of the Chapter 11 Case.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 11-05547) on March 28, 2011.  On July 6, 2011,
the Court for the Middle District of Florida transferred the venue
of the case to Northern District of Iowa (Bankr. N.D. Iowa Case
No. 11-01593).  Christopher C. Todd, Esq., at McIntyre,
Panzarella, Thanasides, Hoffman, Bringgold & Todd, P.L., in Tampa
Florida; and Theodore E. Karpuk, Esq., at The Law Office of
Theodore E. Karpuk, in Sioux City, Iowa, serve as the Debtor's
general reorganization counsel.  In its amended schedules, the
Debtor disclosed $13,154,805 in assets and $15,862,937 in
liabilities as of the Chapter 11 filing.

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


JAMES RIVER: BlackRock Discloses 11.7% Equity Stake
---------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that as of
Dec. 30, 2011, it beneficially owns 4,178,413 shares of common
stock of James River Coal Co. representing 11.72% of the shares
outstanding.  As previously reported by the TCR on May 17, 2011,
BlackRock disclosed beneficial ownership of 3,717,185 shares.  A
full-text copy of the amended filing is available at:

                       http://is.gd/tjHtEP

                        About James River

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

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

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

                           *     *     *

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

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

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


JCK HOTELS: Court Approves Sook Hyun Cho as Financial Advisor
-------------------------------------------------------------
JCK Hotels, LLC, fka Mira Mesa Hotels, LLC, has sought and
obtained approval from the U.S. Bankruptcy Court for the Southern
District of California to employ Sook Hyun Cho, CPA, as Debtor's
financial advisor.

The firm has agreed to, among other things:

     (a) assist in the preparation of monthly operating
         reports for Debtor;

     (b) provide corporate and partnership tax projections;

     (c) advise Debtor regarding financial and business matters;

     (d) conduct an analysis of the Debtor's business and
         analysis of his financial records; and

     (e) conduct an analysis of the Debtor's business model.

Sook Hyun Cho will charge the Debtor's estates $1,000 per month.

The charges for facsimiles will be $1.00 per page for outgoing
facsimiles and photocopies rendered on behalf of Debtor will be
charged at $.20 per page.  Reimbursement of costs, including
copying costs, will be requested pursuant to the UST Guidelines.

Mr. Cho, during his employment with Dae Hyun Kim, CPA &
Associates, has already performed valuable services to Debtor's
estate. During the pendency of the chapter 11 case, Mr. Cho has
personally assisted Debtor prepare: a 2011-2012 budget; documents
requested by the United States Trustee; attachment to first day
motions; monthly operating reports; and documents in support of
Debtor's plan of reorganization.

                      About JCK Hotels, LLC

JCK Hotels, LLC, fka Mira Mesa Hotels, LLC, operates the Holiday
Inn Express Mira Mesa Hotel and the Comfort Suites Mira Mesa Hotel
in San Diego, California.  The Hotels are operated under licensing
and franchise agreements with Holiday Inn Express and Comfort
Suites.

JCK Hotels filed for Chapter 11 bankruptcy (Bankr. S.D. Calif.
Case No. 11-09428) on June 3, 2011.  Judge Louise DeCarl Adler
presides over the case.  William M. Rathbone, Esq., and Daniel C.
Silva, Esq., at Gordon & Rees LLP, in San Diego, Calif., serve as
bankruptcy counsel.  The Debtor tapped Dae Hyun Kim, CPA &
Associates as financial advisor.  While no formal appraisal has
been done recently, the Debtor believes the fair market value of
both Hotels exceeds $18 million.  The Debtor disclosed
$19,611,552 in assets and $14,974,079 in liabilities as of the
Chapter 11 filing.  The petition was signed by Charles Jung,
managing member.

Tiffany L. Carroll, Acting United States Trustee for Region 16,
under 11 U.S.C. Sec. 1102(a) and (b), appointed three unsecured
creditors to serve on the Official Committee of Unsecured
Creditors of JCK Hotels, LLC.


LEHMAN AUSTRALIA: Seeks Protection From Creditors in the U.S.
-------------------------------------------------------------
Lehman Brothers Australia Limited, Lehman Brothers Holdings
Inc.'s Australian unit, sought bankruptcy protection from
creditors on Jan. 6 under Chapter 15 of the U.S. Bankruptcy Code.
The petition was filed in the U.S. Bankruptcy Court for the
Southern District of New York where it's parent's Chapter 11 case
is pending.  LBA also sought recognition of its proceeding before
the Federal Court of Australia, New South Wales District Registry
as a "foreign main proceeding" pursuant to Chapter 15 of the
Bankruptcy Code.

LBA was incorporated in Australia on October 14, 1994 and was
previously known as Grange Securities Limited.  Grange was
involved in carrying on investment banking, securities broking,
capital raising and funds management activities within the
Australian fixed income and equities markets.  On March 7, 2007,
Lehman Brothers Australia Granica Pty Limited, whose ultimate
parent company is LBHI, purchased all of the issued share capital
of Grange.  The company then changed its name to Lehman Brothers
Australia Limited.  LBA continued to carry on business mainly
focused on investment banking.  LBA was part of the broader South
East Asia Lehman Brothers group, with reporting lines to Lehman
Brothers Asia Holdings Limited, which was incorporated in Hong
Kong.

On September 26, 2008, LBA's board of directors appointed Stephen
Parbery and Neil Singleton of PPB Advisory as administrators of
the company believing that LBA was, or was likely to become,
insolvent following its parent's Chapter 11 filing.  In June
2009, the administrators negotiated a deed of company arrangement
with LBA's various stakeholders.  Ultimately, the Australia Court
declared the Deed to be void and of no effect and ordered that
LBA be wound up.

Marcus Ayres, a partner at the professional advisory firm PPB
Advisory and a liquidator of LBA, replaced Mr. Singleton as LBA's
liquidator.

                     LBA's Capital Structure

As of June 7, 2011, the date of the most recent Report to
Creditors in the Australia Proceeding, LBA held approximately
AUD91 million of cash, AUD5.2 million of which is currently
disputed, in various term deposits.

The Company's other assets include:

(a) Certain non-Lehman originated collateralized debt
     obligations, with a face value of AUD127 million and a
     market value of AUD61 to AUD68 million using a valuation
     report prepared by Structured Credit Research and Advisory
     Pty Limited dated April 30, 2011;

(b) Certain Lehman-originated CDOs with a face value of
     approximately AUD17.8 million, of which the Liquidators
     understand the value of the collateral is approximately
     AUD15 million;

(c) Certain intercompany claims against other Lehman entities,
     which LBA has been attempting to settle on a commercial
     basis;

(d) Contingent claims, totaling approximately US$1.3 billion
     plus unliquidated amounts, against LBHI and Lehman Brothers
     Special Financing, Inc.; and

(e) Various other claims and causes of action.

As of June 7, 2011, the Liquidators estimate that LBA has these
potential liabilities:

  (1) LBA has debts due to trade creditors of approximately
      AUD9.9 million.

  (2) Seventeen other Lehman entities have filed intercompany
      claims against LBA in the Australian Proceeding totaling
      approximately AUD168 million to AUD339.9 million.

  (3) More than 225 investors, most of whom are Australian
      pension funds, religious entities, local government
      entities, charities, and individuals holding synthetic
      credit-linked portfolio notes associated with various
      Lehman entities have filed claims in the Australia
      Proceeding.  LBA holds approximately AUD17.8 million of
      SLCDS Notes that were issued as part of the so-called
      "Dante Programme."  The Investor Claims with respect to
      non-Lehman SLCDS Notes are estimated to be approximately
      AUD506.5 million.

According to Mr. Ayres, some of the Investors holding both the
non-Lehman SLCDS Notes and the Dante Programme SLCDS Notes have
sought to prosecute their claims against the LBA estate in the
Australia Court.  On March 2, 2011, the Australia Court commenced
a trial concerning a "representative action" of three applicants
and a group of Investors asserting claims for losses arising in
connection with the purchase of various financial products from
LBA.  The Australia Court took the matter under consideration.
On December 1, 2011 the Australia Court re-opened the trial to
hear further evidence regarding the amount of the Investor
Claims, and how some of those Claims may be affected by the
outcome of the unresolved "flip clause" litigation.

         Australia Proceeding is "Foreign Proceeding"

The Sydney-based company is asking the U.S. bankruptcy court to
recognize its liquidation proceeding in Australia as a "foreign
main proceeding" under Section 101(23) of the U.S. Bankruptcy
Code.

Mr. Ayres, in a declaration in support of the Chapter 15
Petition, asserted that the Australia Proceeding is a "foreign
proceeding" for these reasons:

  (1) The Australia Proceeding was commenced pursuant to Part
      5.4B of the Corporations Act, an Australian law that
      governs corporate liquidations.  The primary purpose of
      liquidation under Chapter 5, Part 5.4B, Division 2 of the
      Corporations Act is to liquidate a company's assets, make
      distributions to the company's creditors, and liquidate
      and dissolve the company.

  (2) The proceeding is "judicial," as it has been commenced
      before the Australia Court and is thereafter subject to
      the day-to-day supervision of that court, in conjunction
      with the Liquidators.  The Liquidators are fiduciaries of
      LBA's estate, subject to the jurisdiction of the Australia
      Court, that are charged with the duty to collect and
      realize the assets of LBA and to hold and distribute the
      proceeds for the benefit of all of LBA's creditors in
      accordance with their interests under the laws of
      Australia and in the priority prescribed by those laws.

  (3) The Australia Proceeding is collective in nature, in that
      the Liquidators are conducting the Australia Proceeding
      for the benefit of all creditors.

  (4) The Australia Court, where the Australia Proceeding is
      pending, is located in Sydney, a city in Australia, which
      is a foreign country.

  (5) The Corporations Act is the Australian law governing,
      among other things, corporate liquidations like the
      Australia Proceeding.

  (6) LBA's assets are subject to the supervision of the
      Australia Court during the pendency of the insolvency
      proceeding.

  (7) The objective of the Australia Proceeding is liquidation.

  (8) The United Kingdom High Court of Justice Chancery Division
      Companies Court has already determined that the Australia
      Proceeding is a "foreign main proceeding" and recognized
      both Mr. Parbery and Mr. Ayres as "foreign
      representatives" of the Australia Proceeding.

        Australia Proceeding is a "Foreign Main Proceeding"

Mr. Ayres further contended that LBA's Australia Proceeding is a
"foreign main proceeding" as the term is defined in Section
1517(b)(1) of the Bankruptcy Code, as LBA has its center of main
interests in Australia, where the liquidation proceeding is
taking place.  Mr. Ayres related that until the Company was
placed into administration, LBA's principal place of business and
registered office was at Level 25, Governor Philip Tower, 1
Farrer Place, Sydney, New South Wales 2000, in Australia.  LBA's
registered address is now PPB Advisory's registered address,
which is Level 46, MLC Centre, 19 Martin Place, Sydney, New South
Wales 2000, Australia.

Mr. Ayres also asserted that these factors establish that
Australia is LBA's COMI:

  -- LBA was incorporated in Australia.

  -- LBA's main office was located at Level 25, Governor Philip
     Tower, 1 Farrer Place, Sydney, New South Wales 2000,
     Australia.

  -- LBA was primarily controlled by, and decision-making was
     made from, its principal place of business in Australia.

  -- All of LBA's employees resided in Australia.

  -- The majority of LBA's assets are located in Australia.

  -- The majority in number of LBA's creditors are located in
     Australia.

  -- All of LBA's administrative functions, including
     accounting, financial reporting, budgeting, and cash
     management were conducted in Australia.

  -- The majority of LBA's contracts with investment banking
     counterparties and clients were governed by the laws of
     Australia, except for a number of agreements that LBA
     entered into as part of its international financial markets
     business that were governed by the laws of other
     jurisdictions like New York or England, in accordance with
     industry norms.

  -- LBA maintains its bank accounts in Australia, and wire
     transfers from counterparties and clients were sent to
     LBA's bank accounts in Australia.

  -- LBA was regulated by the Australian Securities and
     Investment Commission, the Australian regulator of
     companies' affairs.

  -- LBA's accounts were audited in Australia.

                        Chapter 15 Overview

Chapter 15 of the United States Bankruptcy Code codifies a
comprehensive framework through which representatives in
corporate insolvency proceedings outside the U.S. can obtain
access to the United States courts.

Effective October 17, 2005, Chapter 15 replaced Bankruptcy Code
Section 304. Chapter 15 is much broader and more detailed than
Section 304.

Chapter 15 is based on the Model Law on Cross-Border Insolvency
promulgated by the United Nations Commission for International
Trade Law (UNCITRAL).  Legislation based on the UNCITRAL Model
Law on Cross-Border Insolvency has also been adopted in Eritrea,
Japan (2000), Mexico (2000), Poland, Romania (2003), South Africa
(2000), and within Serbia and Montenegro, Montenegro (2002).

"[T]he enactment of the UNCITRAL Model Law on Cross-Border
Insolvency is a significant change to the Bankruptcy Code that
may greatly impact the global economy.  If successful, this new
experiment in globalization may save jobs and create greater
certainty in the international financial market.  If
unsuccessful, the law could create confusion and chaos as courts
worldwide compete with one another across international
boundaries for large multinational bankruptcy cases," Dechert
LLP's Bankruptcy and Corporate Recovery and Insolvency practice
group advised its clients in an April 2005 Special Alert.

The case is In re Lehman Brothers Australia Ltd, 12-10063, U.S.
Bankruptcy Court, Southern District of New York (Manhattan)
before Judge James M. Peck.

The Foreign Representatives' counsel is:

        James H.M. Sprayregen, P.C., Esq.
        KIRKLAND & ELLIS LLP
        601 Lexington Avenue
        New York, NY 10022
        Tel: (212) 446-4800
        Fax: (212) 446-4900
        E-mail: james.sprayregen@kirkland.com

           -- and --

        David R. Seligman, P.C., Esq.
        Sienna R. Singer, Esq.
        KIRKLAND & ELLIS LLP
        300 North LaSalle
        Chicago, IL 60654
        Tel: (312) 862-2000
        Fax: (312) 862-2200
        E-mail: david.seligman@kirkland.com
                sienna.singer@kirkland.com

                      About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Bid to Block EQR in Archstone Sale Rejected
------------------------------------------------------------
Bankruptcy Judge James Peck rejected Lehman Brothers Holdings
Inc.'s bid to block Sam Zell's Equity Residential from buying part
of apartment company Archstone.

Lehman, which owns 47% of Archstone, had been hoping to buy the
rest from Bank of America Corp. and Barclays Plc for $2.65
billion, Reuters reported.

The banks previously struck a deal to sell 26.5% of Archstone to
Equity Residential and granted the latter an option to buy the
second half of their stake in the apartment owner for $1.325
billion.  The deal, however, drew flak from Lehman, saying it
would suffer "irreparable harm" because it would force the
company to partner with Equity Residential, a real estate
competitor.

Judge Peck said Equity Residential is free to try to purchase
half of the banks' stake, Reuters reported.

Lehman can match Equity Residential's offer, which would trigger
an option allowing the latter to then buy the other half of the
banks' stake.  Lehman can match that offer also but would have to
put up enough money to overcome a likely price increase.  Still,
the structure ultimately gives Lehman the ability to acquire the
full stake, according to the report.

"I see that, and I think everybody in the courtroom does,"
Reuters quoted Judge Peck as saying.  He called the deal a
"disguised sale" of all the banks' stake to Lehman.

Judge Peck also said the company could not prove it would face
irreparable harm if the sale pushed through.  The bankruptcy
judge said he sided with Equity Residential, which argued it
would be harmed if Lehman blocked the deal because it had spent
time and money on the investment and would end up with nothing,
according to a report from Bloomberg News.

Jeff Fitts, co-head of Lehman's real estate division, told
Bloomberg that the judge didn't rule on the merits of Lehman's
case.  He added that the company continues to maintain that BofA
and Barclays breached their obligations to the estate and is
pleased that the court noted that both banks have affirmatively
waived any limitation on monetary damages the estate may seek as
a result of their actions.

Archstone owns nearly 60,000 apartments in the U.S. and 14,000 in
Germany.  Lehman bought Archstone in 2007 in a $22 billion buyout
through debt and equity financing from Bank of America and
Barclays, which later became part owners when the buyout was
restructured.

Previously, the Official Committee of Unsecured Creditors
expressed support for approval of Lehman's motion to exercise its
right of first offer to buy the stake of Bank of America and
Barclays.

In court papers, the Committee said the "best way" to maximize
the value of Lehman's investment in Archstone is to exercise its
right of first offer.  It said allowing Equity Residential to
purchase half of the banks' stake in Archstone presents an
"inferior option that would neither maximize the value of the
debtors' estates nor inure to the benefit of creditors."

Bloomberg News related that Archstone, which Lehman acquired in a
$22 billion leveraged buyout with Tishman Speyer Properties LP,
has ownership interests in hundreds of apartment developments
from Washington and New York to San Francisco.  Lehman and the
banks made loans, which they later converted to equity after
Archstone faltered in the 2008 credit crisis, the report said.
Lehman holds 47% of the equity in Archstone.

          EQR Archstone Stake Would Impair Asset Value

Lehman Brothers Holdings Inc. said Equity Residential would be a
contentious partner in Archstone and impair the value of the
apartment owner, according to a December 30, 2011 report by
Bloomberg News.

Jeffrey Fitts, Lehman's co-head of real estate, said Equity
Residential could "single-handedly drive down the value of
Archstone and hinder the debtors' ability to exit their
investment in Archstone."  He further said that it would even
have "power to veto major financing and external growth
decisions, formation and approval of budgets."

Lehman made the statement in support of its plan to pay about
$1.3 billion for 26.5% of Archstone held by Bank of America Corp.
and Barclays Plc.  Equity Residential had offered to buy the
stake and retains an option on the banks' remaining 26.5% stake.

Lehman must gain control of Archstone to materialize its plan to
sell or liquidate the apartment owner for $6 billion to pay
creditors, Bloomberg News reported, citing a person familiar with
the matter as its source.

Mr. Fitts said the company expects to get back within 12 months
and distribute to creditors "whatever estate funds are used" to
pay the banks for their stake in Archstone stake, according to
the report.

Earlier reports said that Lehman, which currently owns 47% of
Archstone, will seek bankruptcy court approval to use $1.3
billion of the estate's money to increase its stake in the
apartment owner.  It was also reported that the company is in
talks with investors including Blackstone Group LP to raise about
$2.6 billion to buy the stake.

As of September 30, Archstone had stakes in about 428 apartment
complexes with about 74,000 units.  The total comprises 179
properties with about 60,000 units in the U.S. and 249 sites with
about 14,000 units in Germany.

          Barclays Opposes Lehman Bid to Rewrite Deal

Barclays criticized Lehman's challenge of an option the banks
gave to Equity Residential to buy half of their stake, according
to a January 3, 2011 report by Bloomberg News.

Barclays said Lehman has not shown the banks' contract with
Equity Residential caused it "irreparable harm" and is seeking to
"avoid paying a market price for complete control of Archstone."

The bank further said Lehman is using the bankruptcy court to
rewrite the deal, and does not want the market to decide the
price for the final 26.5% stake in Archstone.

Separately, Bank of America filed its opposition to Lehman's
effort to intervene in the deal, saying the banks would be harmed
by any delay, Bloomberg News reported.

The U.S. Bankruptcy Court in Manhattan is set to hold a hearing
on the dispute later this week.

                       EQR Defends Itself

Equity Residential, in order to defend its interests before the
court, has filed a motion to intervene as a party in interest in
the legal proceedings between Lehman Brothers Holdings Inc. and
Bank of America and Barclays Bank PLC regarding the sale to
Equity Residential of an interest in the entities that control
Archstone, a privately-held owner, operator and developer of
multifamily apartment properties.

On December 2, 2011, Equity Residential announced that it had
entered into a contract to acquire, for $1.325 billion, an
approximate 26.5% ownership interest in Archstone currently owned
by affiliates of Bank of America and Barclays Bank PLC.  Closing
of the acquisition is contingent on Lehman Brothers Holdings Inc.
not exercising its right of first offer to acquire this interest
from Bank of America and Barclays Bank PLC at the same price as
agreed to by Equity Residential, as well as certain other closing
conditions.

On December 15, 2011, Lehman Brothers Holdings Inc. sued Bank of
America and Barclays Bank PLC asking for, among other things, a
preliminary injunction preventing the sale of the Archstone
interest to Equity Residential.  As Equity Residential was not
named as a defendant in this suit, the company must file this
motion to intervene in order to have status in this case and
defend its interests.  Equity Residential is asserting no claims
against or seeking any relief from Bank of America and Barclays
Bank PLC.

Equity Residential does not believe that the company's
intervention in the case will create any delays in the ongoing
proceedings.  The preliminary injunction hearing requested by
Lehman Brothers Holdings Inc. is scheduled for January 5, 2012.
Equity Residential has filed this motion in anticipation of that
event.

Equity Residential is an S&P 500 company focused on the
acquisition, development and management of high quality apartment
properties in top U.S. growth markets.  Equity Residential owns
or has investments in 421 properties located in 15 states and the
District of Columbia, consisting of 119,743 apartment units.  For
more information on Equity Residential, please visit its Web site
at www.equityapartments.com

                      About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Australian Liquidators Oppose Stay of BNY Suit
----------------------------------------------------------------
The liquidators of Lehman Brothers Australia Ltd. are opposing
another extension of stay on the lawsuit filed by Lehman Brothers
Holdings Inc.'s special financing unit against BNY Mellon
Corporate Trustee Services Ltd.

In court papers, Stephen Parbery and Marcus Ayres, liquidators
for LBA, expressed concern that the resolution of the case
against BNY Mellon would be delayed further by another extension
of stay.

Earlier, Lehman and the Official Committee of Unsecured Creditors
asked for another six-month stay on more than 50 lawsuits
including the BNY case.

BNY Mellon is the trustee for a collateral, which consists of
funds raised from the notes issued by special purpose vehicles to
investors as part of the so-called Dante program, a structured
products program arranged by Lehman's European affiliate.

The funds, which were placed into various investments, secure the
SPVs' obligations to the investors and to Lehman's special
financing unit with which they have swap deals.

The notes issued under the Dante program are considered
significant assets of LB Australia.  The notes held by the
company are worth AUS$17.847 million, according to court papers.

BNY Mellon has not yet distributed any of the collateral to the
investors as the case has not yet been resolved, according to the
liquidators' lawyer, James H.M. Sprayregen, Esq., at Kirkland &
Ellis LLP, in New York.  He further said that the winding up of
LB Australia's estate cannot be completed until the case is
resolved.

           Lehman Says LB Australia "Lacks Standing"

In a court filing, Lehman's lawyer, Jacqueline Marcus, Esq., at
Weil Gotshal & Manges LLP, in New York, said LB Australia "does
not have standing to interpose" an objection, pointing out that
it is neither a counterparty to the derivatives deal nor a
defendant in any of the lawsuits.

The lawyer argued that LB Australia is an investor in an SPV
which is not a Lehman creditor, adding that its "direct right to
payment comes from the SPV" and not from Lehman.

                      About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Two Creditors Oppose Allocation of LBI Property
----------------------------------------------------------------
Two Lehman Brothers Inc. creditors have filed court papers
opposing the proposed allocation of the brokerage's property.

Earlier, the trustee liquidating the brokerage filed a motion,
which seeks approval to set aside $18.3 billion of assets to be
returned to customers starting early next year.  The payout would
represent more than three-fourths of the $23.7 billion of assets
that are under the control of the trustee.

In court papers, Mark Mazzatta and Michele McHugh-Mazzatta
criticized the Lehman brokerage for refusing to return about $1.7
million of collateral they delivered over four years ago in a
transaction involving the brokerage and its parent.   The
transaction was cancelled by the Mazzattas following Lehman's
bankruptcy filing in September 2008.

The collateral, which consisted of bonds worth more than $719,000
and more than $969,000 in cash, secures a so-called "call spread
collar" with Lehman Brothers OTC Derivatives Inc.

The claimants' lawyer, Lawrence Eagel, Esq., at Bragar Wexler
Eagel & Squire PC, in New York, said the collateral is not
property of the brokerage and Lehman Brothers OTC but is property
of the claimants.

"SIPA does not permit property not belong to customers or the
debtor to be allocated to the pool of customer property.  Yet
this is what the Motion seeks to do," Mr. Eagel said.

The hearing to consider the objection is scheduled for
January 25, 2012.


LEHMAN BROTHERS: Wins Approval to Hire Akerman as Special Counsel
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. sought and obtained approval to
employ Akerman Senterfitt as its special counsel.

Akerman has served as an "ordinary course" professional of the
company.  Its fees and expenses, however, exceeded the $1 million
compensation cap for OCPs, prompting Lehman to file the
application pursuant to Section 327 of the Bankruptcy Code.

The firm will continue to provide the same services, which
include representing Lehman in foreclosure litigations, defending
lender liability claims asserted in those litigations, among
other services.

Lehman proposed to pay Akerman for its services on an hourly
basis and reimburse the firm for its expenses.  The hourly rate
for the firm's partners ranges from $305 to $710 while the rate
for its associates ranges from $205 to $440.  Meanwhile, its
paralegals and other non-lawyer professionals' rate ranges from
$135 to $205 per hour.

In an affidavit, Andrea Hartley, Esq., at Akerman Senterfitt,
disclosed that her firm does not represent or hold any interest
adverse to Lehman.

Ms. Hartley may be reached at:

        Andrea Hartley, Esq.
        AKERMAN SENTERFITT
        One Southeast Third Avenue
        25th Floor
        Miami, FL 33131
        Tel: (305) 374-5600
        Fax: (305) 374-5095
        E-mail: andrea.hartley@akerman.com

                      About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Quinn Emanuel Hired by Lehman Europe
-----------------------------------------------------
Quinn Emanuel Urquhart & Sullivan LLP, special counsel of the
Official Committee of Unsecured Creditors in the Lehman Brothers'
Chapter 11 cases, filed court papers disclosing that its UK-based
office was retained by the administrator of Lehman Brothers
Bankhaus AG.

The UK firm was retained to represent Lehman Brothers Bankhaus in
a matter challenging a counterparty's calculation of amounts owed
under a repurchase agreement.  The firm will represent the
administrator in a litigation involving the counterparty, and
will provide other legal services.

"The representation is narrowly tailored to avoid any conflict
with Quinn Emanuel's representation of the Committee in the
Chapter 11 cases," said Susheel Kirpalani, Esq., a member of the
firm.

                      About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Kaupthing's Claim Reduced by $2.4 Million
----------------------------------------------------------
Kaupthing Bank hf's claim against Lehman Brothers Holdings Inc.
will be slashed by more than $2.4 million, according to an order
issued by Judge James Peck.

In a January 4 decision, the bankruptcy judge ordered the
reduction of the claim from $3,485,908 to $1,000,000.  He also
ordered the allowance of Kaupthing's claim as a general unsecured
claim.

Lehman previously proposed to reduce the claim after a review of
Kaupthing's documents showed that the amount asserted by the bank
is overstated.

Separately, Judge Peck approved an agreement, which calls for the
resolution of a portion of Lehman's objection to claims filed by
JPMorgan Intermediate Bond Trust and two other funds of JPMorgan
Chase Bank N.A.

The company previously proposed to disallow and expunge the
claims, designated as Claim Nos. 22886, 23011 and 23024, because
they are duplicative of the claim filed by the Bank of New York
Mellon.

BNY Mellon serves as trustee for holders of notes which were
issued under a 1996 indenture entered into by Lehman and the Bank
of New York.

A full-text copy of the agreement is available without charge
at http://bankrupt.com/misc/LBHI_StipJPMorganFunds.pdf

                      About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Granite, et al., Oppose Assumption of Contracts
----------------------------------------------------------------
Granite Finance Limited and five other companies have filed court
papers opposing the proposed assumption of certain contracts with
Lehman Brothers Holdings Inc.'s special financing unit.

Lehman previously proposed to assume five derivative contracts as
part of the company's Chapter 11 plan.  These include contracts
with Granite Finance Limited Series 2006-11, Granite Finance
Limited Series 2006-6, Lion City CDO 2006-3 Ltd., Lion City CDO
Limited Series 2006-1, and Lion City CDO 2006-2 Ltd.

Sophia Mullen, Esq., at Sidley Austin LLP, in New York, said
Lehman's contracts with Lion City cannot be assumed under U.S.
bankruptcy law.

"Early termination dates were duly designated with respect to the
Lion City swap transactions almost three years ago, rendering the
applicable Lion City swap transaction non-executory and incapable
of being assumed," Ms. Mullen said.

Meanwhile, the lawyer complained that they could not determine
which Granite contracts Lehman seeks to assume since the company
did not provide sufficient information.

Lehman's special financing unit entered into the derivative
contracts in connection with the notes issued by Granite Finance
and Lion City CDO Limited in 2006.

Judge James Peck will hold a hearing on February 14, 2012, to
consider the objection.

                      About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEVEL 3 FINANCING: Moody's Assigns B3 Rating to New $900MM Notes
----------------------------------------------------------------
Moody's Investors Service rated Level 3 Financing, Inc.'s
(Financing) new $900 million senior unsecured notes maturing 2020
B3. Financing is a wholly-owned subsidiary of Level 3
Communications, Inc. (Level 3), the guarantor of the notes; Level
3's corporate family and probability of default ratings are B3.
Proceeds from the new issue will be used to repay a similar amount
of the company's 9.25% notes that mature 2014. As sources and uses
are approximately equal and the new issue is the same class of
debt as that being fully repaid (i.e. senior unsecured in the name
of Financing, Inc., guaranteed by Level 3), the new notes are
rated at the same level as the debt they replace and there is no
ratings impact. The transaction is positive as it extends Level
3's consolidated weighted average term to maturity and reduces the
amount due in 2014.

The following summarizes today's rating action:

Issuer: Level 3 Financing, Inc.

  Senior Unsecured Regular Bond/Debenture assigned B3 (LGD4, 58%)

The following summarizes Level 3's ratings:

Issuer: Level 3 Communications, Inc.

  Corporate Family Rating, B3

  Probability of Default Rating, B3

  Speculative Grade Liquidity Rating, SGL-1

  Outlook, Stable

  Senior Unsecured Bond/Debenture, Caa2 (LGD6, 92%)

Issuer: Level 3 Financing

  Senior Secured Bank Credit Facility, Ba3 (LGD2, 11%)

  Senior Unsecured Regular Bond/Debenture (including debts issued
  by Level 3 Escrow, Inc. that have been assumed by Level 3
  Financing, Inc.), B3 (LGD4, 58%)

Ratings Rationale

Level 3 has a reasonable business proposition but margins are
relatively poor because of over-supply and with the interest carry
on the company's sizeable debt burden, there has been little
capacity to amortize debt. The company's B3 CFR/PDR are based on
expectations that net synergies from the just-closed acquisition
of Global Crossing Ltd. (GCL) will change this dynamic and allow
Level 3 to become modestly cash flow positive on a sustained basis
within two years, and that there is sufficient liquidity at
closing to fund both investments in synergy-related initiatives
and near term debt maturities. The rating also presumes that the
company's improving credit profile will facilitate repayment
and/or roll-over of 2013 and 2014 debt maturities.

Rating Outlook

The stable ratings outlook is premised on net synergies from the
just-closed acquisition of GCL allowing Level 3 to become modestly
cash flow positive on a sustained basis within two years.

What Could Change the Rating - Up

As the existing B3 CFR/PDR anticipates the benefit of future
performance, it is unlikely that the rating would be upgraded over
the near term. Once execution risks are substantially addressed
and presuming solid industry conditions and solid liquidity
arrangements, in the event that Debt/EBITDA declines towards 5.0x
and (RCF-CapEx)/Debt advances beyond 5%, positive ratings actions
may be warranted.

What Could Change the Rating - Down

Whether the result of execution mis-steps or adverse industry
conditions, should it appear that the company is not cash flow
self-sufficient, or in the event of adverse liquidity developments
or significant debt-financed acquisition activity, negative
ratings activity may be considered.

The principal methodology used in rating Level 3 Communications
was the Global Telecommunications Industry Methodology, published
December 2010.

Corporate Profile

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc. (Level 3) is a publicly traded international communications
company with one of the world's largest communications and
Internet backbones.


LOS ANGELES DODGERS: Judge Quickly Approves Fox Settlement
----------------------------------------------------------
the bankruptcy judge in Delaware on Wednesday approved a
settlement between the Los Angeles Dodgers and Fox Sports that
clears the way for the sale of the team.  The settlement was
reached late Tuesday and quickly approved at a brief court hearing
Wednesday morning.

"The agreement with Fox clears the path for the Dodgers to sell
the team on schedule and to maximize the value of the debtors'
estate," Dodgers attorney Sid Levinson, Esq., told Judge Kevin
Gross, according to The Associated Press.

The AP relates Fox Sports attorney Greg Werkheiser, Esq., said Fox
was glad to have resolved its differences with the Dodgers, and
attorneys for Major League Baseball and the Dodgers' committee of
unsecured creditors told Judge Gross they support the settlement.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, also
reports that the Los Angeles Dodgers removed the last objection to
a settlement with the commissioner of Major League Baseball by
giving up the fight against Fox Entertainment Group Inc.

At the hearing Jan. 11, the bankruptcy judge in Delaware approved
the settlement with the commissioner originally announced Nov. 2.
Details about the settlement were disclosed in early December. In
general terms, the commissioner consents to selling the team so
long as it's completed by April 30.

Mr. Werkheiser may be reached at:

          Gregory W. Werkheiser, Esq.
          MORRIS NICHOLS ARSHT & TUNNELL LLP
          1201 North Market Street, 18th Floor
          P.O. Box 1347
          Wilmington, DE 19899-1347
          Tel: (302) 351-9229
          Fax: (302) 425-4663
          E-mail: gwerkheiser@mnat.com

Under the settlement, the Dodgers will abide by the terms of the
existing contract with Fox.  That contract gives Fox an exclusive
45-day period starting in October to try to negotiate a contract
extension with the Dodgers.  The contract also prohibits the
Dodgers from talking to other potential buyers of the media rights
before Nov. 30 and gives Fox a limited right of first refusal on
competing offers received after that date.

Judge Gross earlier ruled that those "no-shop" provisions were
unenforceable in bankruptcy and approved a marketing process that
moved up the exclusive negotiating period by about 10 months.
That would have forced Fox to try to strike a new deal with the
Dodgers this month and made any agreement subject to approval by
the successful bidder for the team, a condition Fox said would
decrease its leverage in negotiations.  But the Dodgers and the
creditors committee insisted the media rights needed to be
marketed in conjunction with a sale of the team itself to maximize
value.

The Dodgers backed away from that position after U.S. District
Judge Leonard Stark, granting a stay in an appeal by Fox,
indicated that Judge Gross likely erred in approving the media
rights marketing process.  Judge Stark's decision threatened plans
to sell the team by an April 30 deadline called for in an
agreement between the Dodgers and MLB.

Initial bids for the team are due by Jan. 23.  Among potential
buyers who have expressed interest in the team are groups that
include former Dodgers players Orel Hershiser and Steve Garvey,
former team manager Joe Torre, former owner Peter O'Malley and
former general manager Fred Claire.

The Los Angeles Dodgers stated, "This agreement is a significant
step towards a successful sale of the Los Angeles Dodgers. It
resolves all of the parties' differences relating to the Telecast
Rights Agreement with Fox. This consensual resolution of all
disputes between the Debtors and Fox will enable the sale of the
Dodgers to proceed forward, free of any uncertainty relating to
the various issues under dispute, with the continued objective of
maximizing value for the Debtors and their estates."

Fox Sports said, "We are pleased that these matters between our
two organizations have been resolved. We were never in favor of
litigation, but it was imperative that we protect our exclusive
media rights. Under the terms of the settlement, Fox's media
rights remain in place and we look forward to working with new
ownership on future television rights discussions."

Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes
that last month the Dodgers prevailed on the bankruptcy judge in
Delaware to permit marketing future television broadcasting rights
regardless of a provision in the existing contract with Fox
prohibiting discussions with anyone else before December.  Fox
appealed and won a stay pending appeal, when the district judge
said he was likely to reverse the bankruptcy judge and preclude
marketing television rights.

The Dodgers reported on the settlement with Fox on Jan. 10.  Under
the deal, in addition to quitting the attempt at dismissing the
Chapter 11 case, Fox won't object to extensions of the team's
exclusive right to propose a plan and similarly won't object to
the settlement with the commissioner of Major League Baseball. In
the MLB settlement, the commissioner agreed the team can be sold
so long as the sale is completed by the end of April.  Fox also
agreed that any buyer other than an affiliate of Time Warner Cable
Inc. can take over the existing telecasting license that gives Fox
the right to televise games through the 2013 season.

                     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.


M WAIKIKI: Wants to Incur Additional $500,000 from Davidson Trust
-----------------------------------------------------------------
M Waikiki, LLC, asks the U.S. Bankruptcy Court for the District of
Hawaii for authorization to amend the loan and security agreement
dated as of Sept. 26, 2011, pursuant to which the Debtor will
obtain additional secured, second priority, postpetition financing
in an aggregate amount of up to $550,000 from Davidson Family
Trust.

Shortly after the commencement of its Chapter 11 case, the Debtor
was granted authority to borrow up to $2.5 million in debtor-in-
possession financing to fund the Debtor's postpetition operations
and other administrative expenses.  At that time, the Debtor and
its DIP lender has relatively limited information with which to
estimate the amount of financing the Debtor would need to fund its
reorganization.

As of the Petition Date, the Debtor owed senior secured debt of
approximately $114.9 million and subordinated secured debt of
approximately $18.2 million.  The Debtor currently owes the DIP
lender approximately $2.5 million in principal plus accrued
interest under the terms of the DIP credit agreement.

The terms of the additional loan will be the same as originally
provided in the DIP Credit agreement.

                          About M Waikiki

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

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

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

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

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


MADISON 92ND: Proposes Auction; CIM Has $84MM Opening Bid
---------------------------------------------------------
Madison 92nd Street Associates, LLC, asks the Bankruptcy Court for
entry an order to approve sale procedures, break-up fee and notice
requirements and authority to sell of substantially all of
estate's real estate assets free and clear of liens, claims and
interests and assumption and assignment of executory contracts and
payment of senior secured claims.

A contract of sale has been executed between the Debtor and CIM
Group Acquisitions, LLC, under which CIM has agreed to purchase
the Debtor's Hotel and assume and assign certain leases and
executory contracts, for a purchase price of $84,100,000.  CIM has
also agreed to be the stalking horse in the auction under Purchase
Agreement.  Specifically excluded from the Sale Assets are causes
of action against third parties, including without limitation
avoidance actions, actions against Courtyard, Marriott and any
affiliates of such parties.

The Debtor has determined that the conducting of an auction will
enable the Debtor to obtain the highest and best offers and
maximize the value of the estate for the benefit of creditors.
The sale proceeds will be used to fund the Sale Plan.

The Debtor proposes these procedures:

     A. To participate in the bidding process, a party interested
        in purchasing the Hotel must deliver to counsel for the
        Debtor an executed confidentiality agreement and
        written proof by the Potential Bidder of its financial
        capacity to close the proposed transaction.

     B. The Debtor will provide each Acceptable Bidder reasonable
        due diligence information as soon as practicable
        commensurate with that information given to the Stalking
        Horse Bidder.

     C. To be entitled to participate in the Auction, an
        acceptable bidder must deliver to the Debtor's counsel by
        the Bid Deadline an irrevocable offer that must:

        1. be in writing and constitute a good faith, bona fide
           offer to acquire the Sale Assets;

        2. include an initial cash overbid amount of at least
           $87,100,000 plus a cash payment equal to any required
           executory contract cure costs, if any;

        3. be accompanied by a cash deposit equal to $2,000,000 by
           wire transfer of immediately available funds;

        4. be accompanied by an executed purchase agreement;

        5. identify each and every condition to closing;

        6. identify the executory contracts and unexpired leases
           for which assumption and assignment is required;

        7. not be conditioned on any contingency;

        8. remain open and irrevocable until the closing of the
           sale;

        9. provide the debtor with sufficient and adequate
           information to demonstrate that the Bidder has the
           financial ability to consummate the acquisition;

       10. fully disclose the identity of each entity that will be
           bidding or participate with the bid.

     D. To be entitled to be Qualified Bids, binding bids must be
        received by the Debtor no later than 9:00 a.m. (Eastern
        Time) on March 14, 2012.

     E. Prior to the Auction, the Debtor, in consultation with
        Cushman, will evaluate Qualified Bids and identify the
        Qualified Bid that is the highest or otherwise best bid.

     F. No Qualified Bids: If no Qualified Bids are received by
        the Bid Deadline, then the Auction will not occur, the
        Purchase Agreement will be deemed the Successful Bid and
        the Debtor will immediately pursue entry of a Sale Order
        by the Court approving the Stalking Horse Agreement and
        authorizing the sale of the Sale Assets to the Stalking
        Horse Bidder.

     G. If one or more Qualified Bids are received by the Bid
        Deadline, then the Debtor will conduct the Auction on
        March 21, 2012, at the offices of Olshan Grundman Frome
        Rosenzweig & Wolosky LLP, Park Avenue Tower, 65 East 55th
        Street, New York, NY 10022 at 9:00 a.m. (Eastern Time).

     H. A hearing to consider approval of the sale of the Sale
        Assets to the Successful Bidder and seek entry of a Sale
        Order on March 27, 2012 at 10:00 a.m. (Eastern Time).

     I. Upon the conclusion of the Auction and the selection of
        the Successful Bidder, the Debtor will have the option of
        selecting one Qualified Bid as the next highest or
        otherwise best Qualified Bid as back-up bid.  The Debtor
        may designate the Back-Up Bidder to close the sale
        pursuant to its Back-Up Bid in the event the Successful
        Bidder fails to close without further Court approval.

A copy of the bid procedures and the sale contract is available
for free at http://bankrupt.com/misc/MADISON92ND_sale.pdf

                        About Madison 92nd

Madison 92nd Street Associates, LLC, owns real property improved
by a hotel located at 410 East 92nd Street, New York, known as the
Upper East Side Courtyard by Marriott.  It filed for Chapter 11
bankruptcy protection as lender General Electric Capital Corp.,
owed $74 million, has scheduled a foreclosure sale for Aug. 24,
2011.  The petition (Bankr. S.D.N.Y. Case No. 11-13917) was filed
Aug. 16, 2011, before Judge Stuart M. Bernstein.  J. Ted Donovan,
Esq., at Goldberg Weprin Finkel Goldstein LLP, serves as the
Debtor's counsel.  It scheduled $84,471,069 in assets and
$75,398,580 in debts. The petition was signed by Louis Taic,
managing member of 92nd Hotel Associates, LLC and Jeffrey Kosow,
managing member of JKNY, LLC, members of the Debtor.

Courtyard Management Corporation, which manages and operates the
hotel pursuant to a management agreement, is represented by Thomas
R. Califano, Esq., and William M. Goldman, Esq., at DLA Piper LLP
(US).

The Bankruptcy Judge appointed an examiner to explore the best
route to reorganization for the Debtor amid a rift between two
investor groups.  Thomas R. Slome, the examiner, tapped his firm,
Meyer, Suozzi, English & Klein, P.C., as his counsel.


MARKETXT HOLDINGS: Appeal Dismissal Justified by 3 Extensions
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in New York ruled on
Jan. 9 that the district judge didn't abuse his discretion by
dismissing an appeal after denying a fourth request for an
extension of time for filing a brief on appeal from an order of
the bankruptcy.  The appeals court upheld dismissal, finding no
abuse of discretion.  After granting the third extension of the
time for filing the appellate brief, the district judge warned
that no further extensions would be granted.  The case is
Nisselson v. Empyrean Investment Fund LP (In re Marketxt Holdings
Corp.), 11-0055, 2nd U.S. Circuit Court of Appeals (Manhattan).

                      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 (Bankr. S.D.N.Y. Case No. 04-12078) on March 26, 2004.
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.


MGM RESORTS: Moody's Assigns 'B3' Rating to $500MM Notes Due 2019
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to MGM Resorts
International's ("MGM") proposed approximate $500 million senior
unsecured notes due 2019. Moody's affirmed MGM's B2 Corporate
Family and Probability of Default ratings, its senior secured
ratings at Ba2, existing senior unsecured ratings at B3, and
senior subordinated notes at Caa1. MGM SGL-3 Speculative Grade
Liquidity rating remains unchanged. The rating outlook is stable.

Ratings assigned:

MGM Resorts International

Proposed approximate $500 million senior unsecured notes due
2019 at B3 (LGD 4, 69%)

Rating affirmed and LGD assessments revised where applicable:

MGM Resorts International

Corporate Family Rating at B2

Probability of Default Rating at B2

Senior secured notes at Ba2 (LGD 2, 14%)

Senior unsecured notes at B3 (LGD 4, 69% from LGD 5, 70%)

Speculative Grade Liquidity at SGL-3

Mandalay Resort Group

Senior unsecured notes at B3 (LGD 4, 69% from LGD 5, 70%)

Senior subordinated notes at Caa1 (LGD 6, 96%)

Ratings Rationale

MGM intends to use the net proceeds from the proposed offering to
repay a portion of its debt, which may include outstandings under
its senior bank credit facility or other debt securities. "MGM's
new note offering is a positive step towards refinancing its
considerable debt maturities in 2012 and 2013," stated Peggy
Holloway, Vice President and Senior Credit Officer.

The affirmation of MGM's B2 Corporate Family Rating continues to
reflect our view that positive lodging trends in Las Vegas will
continue through 2012 and will help improve MGM's leverage and
coverage metrics modestly. Additionally, continued earnings
improvement at MGM's 51% owned Macau joint venture increases the
likelihood of a dividend distribution that would help improve the
company's liquidity profile. The ratings also reflect significant
refinancing risk over the next few years, high leverage and thin
interest coverage. A significant portion of MGM's revenue and
earnings comes from casino properties located on the Las Vegas
Strip -- a market that we believe has started a slow recovery.

The rating outlook is stable reflecting Moody's view that rising
visitation to the Las Vegas Strip will improve MGM's debt/EBITDA
to slightly under 10 times (excluding the Macau joint venture) by
year-end 2012 and that MGM will continue to execute transactions
that will improve its liquidity profile.

Given MGM's high leverage, Moody's does not expect upward rating
momentum. However, MGM's ratings could be raised if the Las Vegas
Strip's recovery gains greater momentum -- particularly sustained
growth in gaming revenue, and if the company can improve its debt
maturity profile.

The ratings could be downgraded if improving operating conditions
in Las Vegas stall or MGM is unable to further improve its
liquidity profile.

The principal methodology used in rating MGM Resorts International
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.

MGM Resorts International ("MGM") owns and operates 14 wholly-
owned properties located in Nevada, Mississippi and Michigan, and
has investments in three other properties in Nevada, New Jersey
and Illinois. MGM has a 51% interest in MGM Grand Macau, a hotel-
casino resort in Macau S.A.R. and a 50% interest in CityCenter, a
multi-use resort in Las Vegas, Nevada. MGM generates annual net
revenue of approximately $7.0 billion on a consolidated basis and
approximately $6.2 billion excluding Macau.


MONTANA ELECTRIC: Court Approves Temple to Provide Legal Advice
---------------------------------------------------------------
Richard Ecke at greatfallstribune reports that U.S. Bankruptcy
Judge Ralph B. Kirscher has approved the request to employ Nancy
Temple and the firm Katten & Temple:

          Nancy A. Temple, Esq.
          KATTEN & TEMPLE LLP
          542 South Dearborn Suite 1060
          Chicago, IL 60605
          Tel: (312) 663-4456
          Fax: (312) 663-0900
          E-mail: ntemple@kattentemple.com

to provide legal advice and to study Company's books filed by Lee
Freeman, trustee for bankruptcy case of Southern Montana Electric
Generation & Transmission Cooperative.

According to the report, Ms. Temple has agreed to accept a reduced
rate of $400 per hour for her and for partner John George, and
lesser rates for an associate, $175 per hour, as well as a
paralegal at $50 per hour.  The rates amounted to reductions of
about 12% for the attorneys and as much as 50% for the paralegal
worker.

The report notes that the next hearing in the case is set Jan. 24,
2012, at 10 a.m. in federal bankruptcy court in Billings.

                   About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
And Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Jon E. Doak, Esq., at Doak & Associates, P.C., in Billings,
Montana, serves as the Debtor's counsel.  In December 2011,
Southern Montana also sought permission to employ the Goodrich Law
Firm, P.C., as general co-counsel.

Also in December, Lee A. Freeman was appointed as Chapter 11
trustee.  Mr. Freeman retained Horowitz & Burnett, P.C., as his
counsel and Waller & Womack, P.C., as local counsel.

The United States Trustee for Region 18 has appointed an Official
Committee of Unsecured Creditors in the case.

Standard & Poor's Ratings Services in October lowered its issuer
credit rating on SME to 'CC' from 'BBB', and placed the rating on
CreditWatch with developing implications.  These actions follow
the cooperative's Oct. 21 bankruptcy filing under Chapter 11 of
the U.S. Bankruptcy Code.  According to SME, the filing was in
response to failure on the part of some of its members to honor
contractual obligations, including payment to the cooperative for
services.


MONTANA ELECTRIC: Objections Cue Doak to Withdraw Representation
----------------------------------------------------------------
Stephanie Gleason, writing for Dow Jones' Daily Bankruptcy Review,
reports that after months of attempts by members and creditors of
the Southern Montana Electric Generation and Transmission
Cooperative to unseat the attorney for Southern Montana, Jon Doak
reached an agreement with the Chapter 11 trustee Wednesday to
withdraw his application to serve as the company's bankruptcy
lawyer.

The agreement, which is still subject to court approval, says the
appointment of an attorney "has been rendered moot" by the
appointment of the Chapter 11 trustee: "The debtor was no longer a
debtor in possession, as the trustee succeeded to all rights and
properties of the debtor. . . .  The services of any attorney for
the debtor in possession were likewise automatically terminated."

Doak's representation is being terminated retrospectively as of
Nov. 29, and Doak & Associates won't seek or receive any
compensation for work on the case, the agreement said.

The report says the Chapter 11 trustee is also asking that as a
result of this agreement, the employment application, objections
and hearing on the objections scheduled for Jan. 24 be vacated.

At the onset of the case, the Debtor sought to employ Doak &
Associates as bankruptcy counsel.  The Debtor also sought and
obtained authority to hire Goodrich Law Firm, P.C., as co-counsel.

Beartooth Electric Cooperative, Yellowstone Valley Cooperative
Inc. and the city of Great Falls, Montana, objected to Doak's
hiring.

                   About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
And Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

In December, Lee A. Freeman was appointed as Chapter 11 trustee.
Mr. Freeman retained Horowitz & Burnett, P.C., as his counsel and
Waller & Womack, P.C., as local counsel.

The United States Trustee for Region 18 has appointed an Official
Committee of Unsecured Creditors in the case.

Standard & Poor's Ratings Services in October lowered its issuer
credit rating on SME to 'CC' from 'BBB', and placed the rating on
CreditWatch with developing implications.  These actions follow
the cooperative's Oct. 21 bankruptcy filing under Chapter 11 of
the U.S. Bankruptcy Code.  According to SME, the filing was in
response to failure on the part of some of its members to honor
contractual obligations, including payment to the cooperative for
services.


MORGAN'S FOODS: James Pappas Discloses 9.4% Equity Stake
--------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, James C. Pappas and his affiliates disclosed that, as
of Dec. 31, 2011, they beneficially own 275,000 shares of common
stock of Morgan's Foods, Inc., representing 9.4% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/Myk6yS

                       About Morgan's Foods

Cleveland, Ohio-based Morgan's Foods, Inc., which was formed in
1925, operates through wholly-owned subsidiaries KFC restaurants
under franchises from KFC Corporation, Taco Bell restaurants under
franchises from Taco Bell Corporation, Pizza Hut Express
restaurants under licenses from Pizza Hut Corporation and an A&W
restaurant under a license from A&W Restaurants, Inc.

As of May 20, 2011, the Company operates 56 KFC restaurants,
5 Taco Bell restaurants, 10 KFC/Taco Bell "2n1's" under franchises
from KFC Corporation and franchises from Taco Bell Corporation,
3 Taco Bell/Pizza Hut Express "2n1's" under franchises from Taco
Bell Corporation and licenses from Pizza Hut Corporation,
1 KFC/Pizza Hut Express "2n1" under a franchise from KFC
Corporation and a license from Pizza Hut Corporation and 1 KFC/A&W
"2n1" operated under a franchise from KFC Corporation and a
license from A&W Restaurants, Inc.

The Company reported a net loss of $988,000 on $89.9 million of
revenues for the fiscal year ended Feb. 27, 2011, compared with
net income of $396,000 on $90.5 million of revenues for the fiscal
year ended Feb. 28, 2010.

The Company reported a net loss of $567,000 on $58.35 million of
revenue for the 36 weeks ended Nov. 6, 2011, compared with net
income of $684,000 on $65.10 million of revenue for the 36 weeks
ended Nov. 7, 2010.

The Company's balance sheet at Nov. 6, 2011, showed $41.41 million
in total assets, $41.34 million in total liabilities and $68,000
in total shareholders' equity.

Grant Thornton LLP, in Cleveland, Ohio, expressed substantial
doubt about Morgan's Foods' ability to continue as a going
concern.  The independent auditors noted that as of Feb. 27, 2011,
the Company was in default and cross default of certain provisions
of its most significant credit agreements and in default of the
image enhancement requirements under franchise agreements for
certain of its restaurants.


MOVIE GALLERY: Lenders May Sue Collection Agencies
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the liquidating trustee for first-lien lenders to
Movie Gallery Inc. was given authority from the bankruptcy court
to perform an investigation that could be the prelude to a lawsuit
against collection agencies for violating local laws and bringing
collection efforts to a halt.

Mr. Rochelle relates that after Movie Gallery confirmed its
liquidating Chapter 11 plan in 2010, $244 million in face amount
of receivables owed by 3.3 million customers went into a trust
created for first-lien term-loan lenders.  The trustee hired
collection agency Credit Control Services Inc. that in turn
subcontracted with National Credit Solutions LLC from Oklahoma
City.  Attorneys general in all 50 states and the District of
Columbia charged that NCS was using improper collection tactics
and making inaccurate reports to credit-reporting agencies.  The
result was a settlement that the bankruptcy judge in Movie
Gallery's case approved in May 2011.

According to Mr. Rochelle, the Movie Gallery secured lenders
agreed to rescind all previously given negative credit reports,
make no new reports based on customer accounts, and add no
collection fees or interest charges to the principal amount owed.
Customers were to receive refunds for any improper fees or charges
they previously paid.

The lenders, Mr. Rochelle discloses, contend that improper
collection activities depressed the realizable value of customer
receivables.  To lay the groundwork for negotiation or a lawsuit,
the bankruptcy court gave the lenders' trustee the right to use
subpoenas in learning the roles of CCS and NCS in the defective
debt-collection effort. The trustee said he was originally unaware
that CCS subcontracted with NCS.  Court papers show that the
collection agencies were required to have insurance.

                        About Movie Gallery

Based in Wilsonville, Oregon, Movie Gallery, Inc., was the second
largest North American video and game rental company behind
Blockbuster Inc.  Movie Gallery operated stores in the U.S. and
Canada under the Movie Gallery, Hollywood Video and Game Crazy
brands.

Movie Gallery first filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853) on Oct. 16, 2007.
Kirkland & Ellis LLP and Kutak Rock LLP represented the Debtors.
The Company emerged from bankruptcy on May 20, 2008, with private-
investment firms Sopris Capital Advisors LLC and Aspen Advisors
LLC as its principal owners.  William Kaye was appointed plan
administrator and litigation trustee.

Movie Gallery returned to Chapter 11 (Bankr. E.D. Va. Case No. 10-
30696) on Feb. 3, 2009.  Attorneys at Sonnenschein Nath &
Rosenthal LLP and Kutak Rock LLP represented the Debtors in their
second restructuring effort.  Kurtzman Carson Consultants served
as claims and notice agent.

In October 2010, a federal bankruptcy judge approved Movie
Gallery's liquidation plan, wherein most assets would go to
secured creditors, $5 million would go to unsecured creditors, and
shareholders would be wiped out.  The Plan had the support of the
Official Committee of Unsecured Creditors.


NEW STREAM: Settlement on US/Cayman Cash Escrow Distribution OK'd
-----------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized John C. MCkenna, the NSI receiver,
in his capacity as the receiver for Segregated Account Classes C,
F, and I of New Stream Capital Fund Ltd., will distribute the pro
rata US/Cayman cash escrow.

The Court approved a settlement agreement dated Aug. 3, 2011,
among New Stream Secured Capital, Inc. et al., and NSI receiver,
the NSI secured lenders and the Bermuda C, F and I investors.

As reported in the Troubled Company Reporter on Nov. 15, 2011, New
Stream Secured Capital Inc.'s U.S. and Cayman Islands investors
are on their way to sharing in a $10.15 million cash payout under
a distribution plan that received the bankruptcy court's stamp of
approval.

The Court also approved election procedures pursuant to the
settlement.

                         About New Stream

New Stream is an inter-related group of companies that
collectively comprise an investment fund, headquartered in
Ridgefield, Connecticut.  Founded in 2002, New Stream focuses on
providing non-traded private debt to the insurance, real estate
and commercial finance sectors.

On March 7, 2011, when New Stream was still soliciting votes on
the Chapter 11 plan, certain investors filed a petition (Bankr. D.
Del. Lead Case No. 11-10690) seeking to force three New Stream
funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream
Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured
Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy.

The petitioning investors in the New Stream investment enterprise
say they are collectively owed over $90 million, representing
roughly 28% of the approximately $320 million owed to all U.S. and
Cayman investors.  The Petitioners are represented by (i) Joseph
H. Huston, Jr., Esq., Maria Aprile Sawczuk, Esq., Meghan A.
Cashman, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware,
and Beth Stern Fleming, Esq., at Stevens & Lee, P.C., in
Philadelphia, Pennsylvania, and Nicholas F. Kajon, Esq., David M.
Green, Esq., and Constantine Pourakis, Esq., at Stevens & Lee,
P.C., in New York, (ii) Edward Toptani, Esq., at Toptani Law
Offices, in New York, and (iii) John M Bradham, Esq., and David
Hartheimer, Esq., at Mazzeo Song & Bradham LLP, in New York.

New Stream Secured Capital, Inc., and three affiliates (New Stream
Insurance, LLC, New Stream Capital, LLC, and New Stream Secured
Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 11-10753) on March 13, 2011, with a proposed prepackaged
Chapter 11 plan.

Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J.
Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP,
serve as the Debtors' bankruptcy counsel. Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.

NSSC, Inc., estimated its assets and debts at up to $50,000.  NSC
estimated its assets at $100,000 to $500,000 and debts at $50,000
to $100,000.  NSI estimated its assets at $100 million to
$500 million and debts at $50 million to $100 million.  NSSC, LP,
estimated its assets and debts at $500 million to $1 billion.

NSI's insurance portfolio is being sold for $184.35 million as
part of the Chapter 11 plan.  The aggregate indebtedness secured
by the investment portfolio of NSSC is $688,412,974.  NSI owes
$81,573,376 to certain account classes under a Bermuda fund.

The Official Committee of Unsecured Creditors proposes to hire
Kurtzman Carson Consultants LLC as its communications agent;
Houlihan Lokey Howard & Zukin Capital, Inc., as its financial
advisor and investment banker; and Zolfo Cooper, LLC, as its
forensic accountants and litigation support consultants.

New Stream completed a sale of its assets on June 3.  New Stream
sold the portfolio of life-insurance policies to an affiliate of
McKinsey & Co. for $127.5 million.  There were no competing bids
at auction.


NEW STREAM: Settlement of Spar(2004)'s Proofs of Claim Approved
---------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware approved a settlement agreement and release
among New Stream Secured Capital, Inc. et al., parties-in-interest
and Spar(2004) L.P.

Prior to resuming trial on Nov. 10, 2011, the Debtors and Spar
reached an agreement in principle to resolve their disputes,
including those raised by the claim objection, the proofs of claim
and the 2011 lawsuit.

Pursuant to the settlement, among other things:

   1. Proof of Claim No. 167, filed by Spar against the estate of
   New Stream Insurance in the unsecured amount of $21,597,398
   will be reduced and allowed as a general unsecured claim in the
   amount of $2,100,000;

   2.  Proof of Claim No. 168 filed by Spar against the estate of
   New Stream Capital, LLC in the unsecured amount of $21,597,398
   will be disallowed and expunged.

   3. All parties in the settlement agreement agreed that they
   will not propose or support a Plan that does not provide for
   the distribution to SPAR of the settlement cash payment to the
   terms of the settlement agreement.

                         About New Stream

New Stream is an inter-related group of companies that
collectively comprise an investment fund, headquartered in
Ridgefield, Connecticut.  Founded in 2002, New Stream focuses on
providing non-traded private debt to the insurance, real estate
and commercial finance sectors.

On March 7, 2011, when New Stream was still soliciting votes on
the Chapter 11 plan, certain investors filed a petition (Bankr. D.
Del. Lead Case No. 11-10690) seeking to force three New Stream
funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream
Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured
Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy.

The petitioning investors in the New Stream investment enterprise
say they are collectively owed over $90 million, representing
roughly 28% of the approximately $320 million owed to all U.S. and
Cayman investors.  The Petitioners are represented by (i) Joseph
H. Huston, Jr., Esq., Maria Aprile Sawczuk, Esq., Meghan A.
Cashman, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware,
and Beth Stern Fleming, Esq., at Stevens & Lee, P.C., in
Philadelphia, Pennsylvania, and Nicholas F. Kajon, Esq., David M.
Green, Esq., and Constantine Pourakis, Esq., at Stevens & Lee,
P.C., in New York, (ii) Edward Toptani, Esq., at Toptani Law
Offices, in New York, and (iii) John M Bradham, Esq., and David
Hartheimer, Esq., at Mazzeo Song & Bradham LLP, in New York.

New Stream Secured Capital, Inc., and three affiliates (New Stream
Insurance, LLC, New Stream Capital, LLC, and New Stream Secured
Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 11-10753) on March 13, 2011, with a proposed prepackaged
Chapter 11 plan.

Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J.
Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP,
serve as the Debtors' bankruptcy counsel. Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.

NSSC, Inc., estimated its assets and debts at up to $50,000.  NSC
estimated its assets at $100,000 to $500,000 and debts at $50,000
to $100,000.  NSI estimated its assets at $100 million to
$500 million and debts at $50 million to $100 million.  NSSC, LP,
estimated its assets and debts at $500 million to $1 billion.

NSI's insurance portfolio is being sold for $184.35 million as
part of the Chapter 11 plan.  The aggregate indebtedness secured
by the investment portfolio of NSSC is $688,412,974.  NSI owes
$81,573,376 to certain account classes under a Bermuda fund.

The Official Committee of Unsecured Creditors proposes to hire
Kurtzman Carson Consultants LLC as its communications agent;
Houlihan Lokey Howard & Zukin Capital, Inc., as its financial
advisor and investment banker; and Zolfo Cooper, LLC, as its
forensic accountants and litigation support consultants.

New Stream completed a sale of its assets on June 3.  New Stream
sold the portfolio of life-insurance policies to an affiliate of
McKinsey & Co. for $127.5 million.  There were no competing bids
at auction.


NEWPAGE CORP: A&M Okayed as Committee's Financial Adviser
---------------------------------------------------------
NewPage Corporation's Official Committee of Unsecured creditors
sought and obtained permission from the U.S. Bankruptcy Court for
the District of Delaware to retain Alvarez & Marsal North America
LLC as financial adviser.

As reported in the Troubled Company Reporter on Dec. 6, 201, the
Debtor has objected to the Committee's proposal to hire Alvarez &
Marsal, as well as Moelis & Co. LLC as investment bankers, saying
that unsecured creditors are "hopelessly out of the money" with
any prospect for recovery "beyond remote."

The bankruptcy judge turned down the Committee's initial request
to hire Alvarez and Moelis.

                      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 Aon as Compensation Consultant
------------------------------------------------------
Newpage Corporation and its debtor affiliates sought and obtained
permission from the Court to employ Hewitt Associates LLC, d/b/a
Aon Hewitt as their compensation consultant in connection with the
commencement and prosecution of their chapter 11 cases, nunc pro
tunc to Sept. 7, 2011.

Aon Hewitt will:

   a) review of the current NewPage long-term incentive plan;

   b) review of the current NewPage short-term incentive plan;
      and

   c) review of the executive and employee severance arrangements
      at NewPage.

In addition, other services may include, as directed by the
Debtors:

   i) competitive market pay analyses, including Total
      Compensation Measurements services, proxy data
      studies, Board of Director pay studies, and market
      trends;

  ii) ongoing support with regard to the latest relevant
      regulatory, technical, and/or accounting
      considerations impacting compensation and benefit
      programs;

iii) preparation for and attendance at selected management,
      committee, or Board of Director meetings;

  iv) potential litigation related services, including
      testifying as an expert witness; and

   v) other miscellaneous requests that may occur.

The Debtors will compensate Aon on any reasonable terms and
conditions set in the Retention Letter:

   a. Payment of fees for the performance of the services
      set forth in the Application and any additional
      services, in accordance with these standard hourly
      billing rates for applicable Aon consultants:

      i. Lead Consultant and/or Technical Expert: $525-$700
     ii. Senior Consultants: $425-$575
    iii. Project Managers: $325-$475
     iv. Analysts: $250-$375

   b. Payment of a $65,000 retainer.

   c. Prompt reimbursement for all reasonable expenses
      (including travel and lodging, data processing and
      communications charges, courier services, attorney's
      fees and other appropriate expenditures), if any.

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

                      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 as Tax Services Provider
---------------------------------------------------------
NewPage Corporation and its affiliates sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Deloitte Tax LLP as their tax and accounting
services provider, nunc pro tunc to Oct. 4, 2011.  The Debtors
selected Deloitte Tax because of the firm's experience and
extensive knowledge in the fields of federal, state, local, and
foreign tax issues for large sophisticated companies both inside
and outside Chapter 11.

Upon retention, Deloitte Tax will, among other things:

   (a) provide advisory services on federal, foreign, state and
       local tax matters on an as-requested basis;

   (b) advise the Debtors in their work with their counsel and
       financial advisors on the cash tax effects of restructuring
       and bankruptcy and the post-restructuring tax profile,
       including plan of reorganization tax costs;

   (c) advise the Debtors regarding the restructuring and
       bankruptcy emergence process from a tax perspective,
       including the tax work plan;

   (d) advise the Debtors on the cancellation of debt income for
       tax purposes under Internal Revenue Code Section 108; and

   (e) advise the Debtors as to the proper treatment of
       postpetition interest for state and federal income tax
       purposes.

The firm's hourly rates are:

(a) Under the Tax Advisory Services Engagement Letter

          Partner/Director           $550
          Senior Manager             $470
          Manager                    $400
          Senior                     $330
          Staff                      $250

(b) Under the Bankruptcy Tax Consulting Engagement Letter

          National Partner/Principal/Director    $740
          Partner/Principal/Director             $630
          Senior Manager                         $550
          Manager                                $470
          Senior                                 $380
          Staff                                  $290

The Debtors agree to reimburse Deloitte Tax for reasonable
expenses, including travel, report production, delivery services,
and other expenses incurred in the course of fulfilling its duties
as tax and accounting services provider.

The Debtors attest the Deloitte Tax is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code, as
modified by Section 1107(b).

                      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.


NORTEL NETWORKS: Criminal Trial to Begin Monday
-----------------------------------------------
Dow Jones Newswires' Ben Dummett and Caroline Van Hasselt report
that Canadian prosecutors dropped four of seven fraud-related
charges against three former Nortel Networks Corp. executives
Thursday, ahead of a criminal trial for the men set to begin next
week.

In a trial set to begin Monday, according to Dow Jones,
prosecutors are alleging two counts of fraud and one count of
making a false accounting entry each against the three men.
Nortel dismissed the three in 2004 amid an internal probe into its
accounting practices.  Dow Jones relates prosecutors say they will
show Frank Dunn, Nortel's former chief executive, former chief
financial officer Douglas Beatty and former corporate controller
Michael Gollogly misstated the company's financial results between
2000 and 2004.

According to Dow Jones, Crown attorney Robert Hubbard, leading the
prosecution, said the four dropped charges were "duplicative" in a
pretrial hearing Thursday at a provincial Ontario court in
Toronto.  Attorneys for the three men have said they did nothing
wrong.

"Not only did they operate correctly," said Brian Greenspan, one
of the lawyers representing Mr. Gollogly in the case, according to
Dow Jones.  "They operated with transparency."  Lawyers for
Messrs. Dunn and Beatty weren't immediately available for comment
after the hearing.

                       About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary
Caloway,Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll &
Rooney PC, in Wilmington, Delaware, serves as the Chapter 15
petitioner's counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.
Nortel has raised $3.2 billion by selling its operations as it
prepares to wind up a two-year liquidation due to insolvency.  In
June 2011, Nortel added US$4.5 billion to its cash pile after
agreeing to sell its remaining patent portfolio to Rockstar Bidco,
a consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


OILSANDS QUEST: Granted Extension of NYSE Amex Listing 'til Feb 17
------------------------------------------------------------------
Oilsands Quest Inc. (NYSE Amex: BQI) has been granted an extension
until Feb. 17, 2012, to regain compliance with the listing
standards of the NYSE Amex.  Trading in the common shares of
Oilsands Quest remains halted in the interim.

As reported in the TCR on Sept. 16, 2011, Oilsands Quest received
notice from the Staff of the NYSE Amex LLC that, based on their
review of the Company's Form 10-K/A for the fiscal year ended
April 30, 2011, and discussions and correspondence with
management, the Company is not in compliance with certain of the
Exchange's continued listing standards as set forth in Part 10 of
the Exchange's Company Guide.

The Company was afforded the opportunity to submit a plan of
compliance to the Exchange and on Dec. 12, 2011, presented its
plan to the Exchange.  On Jan. 4, 2012, the Exchange notified the
Company that it accepted the Company's plan of compliance and
granted the Company an extension until Feb. 17, 2012, to regain
compliance with the continued listing standards.  The Company will
be subject to periodic review by Exchange Staff during the
extension period.  Failure to make progress consistent with the
plan or to regain compliance with the continued listing standards
by the end of the extension period could result in the Company
being delisted from the NYSE Amex.

Trading in the common shares of Oilsands Quest remains halted
while management works to implement the plan that it has submitted
to the NYSE Amex.  Depending on the outcome of this process, the
Exchange will determine whether to resume trading or to delist the
Company for failure to meet listing requirements.

                       About Oilsands Quest

Oilsands Quest Inc. -- http://www.oilsandsquest.com/-- is
exploring and developing oil sands permits and licenses, located
in Saskatchewan and Alberta, and developing Saskatchewan's first
commercial oil sands discovery.

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

The Company's balance sheet at Oct. 31, 2011, showed
US$156.6 million in total assets, US$33.3 million in total
liabilities, and stockholders' equity of US$123.3 million.  As at
Oct. 31, 2011, the Company had a deficit accumulated during the
development phase of US$721.7 million.

*     *     *

On Nov. 29, 2011, the Company and certain of its subsidiaries
voluntarily commenced proceedings under the CCAA obtaining an
Initial Order from the Court of Queen's Bench of Alberta (the
"Court"), in In re Oilsands Quest, Inc., et al., Case No. 1101-
16110.

The CCAA Proceedings were initiated by: Oilsands Quest, Oilsands
Quest Sask Inc., Township Petroleum Corporation, Stripper Energy
Services, Inc., 1291329 Alberta, Ltd., and Oilsands Quest
Technology, Inc. (collectively, the "Oilsands Entities").

Under the Initial Order, Ernst & Young, Inc., was appointed by the
Court to monitor the business and affairs of the Oilsands Entities
and creditors are stayed for a period of 30 days while the
Oilsands Entities explore financing and restructuring alternatives
and develop a comprehensive restructuring plan.  The Plan must be
approved by any affected shareholders and the Court in order to be
implemented.  Neither of Oilsands' other subsidiaries, 1259882
Alberta, Ltd., and Western Petrochemical Corp., have filed for
creditor protection.

The Company has requested and obtained an extension of the Order
from the Court providing creditor protection under the CCAA until
Feb. 17, 2012, unless further extended as required and approved by
the Court.

If by Feb. 17, 2012, the Company has not obtained a further
extension of the initial order or filed a plan, creditors and
others will no longer be stayed from enforcing their rights.


PACIFIC LUMBER: Scotia-Palco Owners Rebuff Attack From Noteholders
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the purchasers of Scotia Pacific Co. and affiliate
Pacific Lumber Co. fought off an effort by secured bondholders to
compel the buyers to pay $11.1 million more for the company they
bought through confirmation of a Chapter 11 plan in mid-2008.

The report recounts that the bondholders, originally holding an
$800 million secured claim, contended on appeal from the
confirmation order that they weren't paid for $11.1 million in
proceeds from the sale of some of their timberland collateral
during the Chapters 11 case.  On a direct appeal to the U.S. Court
of Appeals in New Orleans, the appeals court sent the case back to
the bankruptcy court for a re-determination of whether the
bankruptcy judge made a mistake with respect to so-called adequate
protection payments.  On remand, U.S. Bankruptcy Judge Richard
Schmidt in Corpus Christi, Texas decided he was correct the first
time around.

According to the report, the bondholders appealed and lost again,
in a 10-page opinion on Jan. 9 by U.S. District Judge Nelva
Gonzales Ramos in Corpus Christi.  In substance, the district
judge and the bankruptcy judge concluded that requiring payment
for the $11.1 million in proceeds would amount to double payment.
The district judge explained how Schmidt calculated the value of
the bondholders' collateral as of the date of the filing of the
Chapter 11 petition. The plan Schmidt confirmed provided for full
payment of the collateral's value at the outset.  Had the $11.1
million also been paid to the bondholders, they would have been
receiving value they already were given under the plan, both
judges concluded.

The appeal is Bank of New York Mellon Trust Co. v. Humboldt
Redwood Co., 11-259, U.S. District Court, Southern District of
Texas (Corpus Christi).

                       About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company and its
subsidiaries operated in several principal areas of the forest
products industry, including the growing and harvesting of redwood
and Douglas-fir timber, the milling of logs into lumber and the
manufacture of lumber into a variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection (Bankr. S.D. Tex. Case Nos. 07-20027
through 07-20032) on Jan. 18, 2007. Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.  Kyung S. Lee, Esq., at Diamond McCarthy
LLP, is Scotia Pacific's co-counsel, replacing Porter & Hedges
LLP.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones LLP,
represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
estimated assets and debts of more than $100 million.  Scotia
Pacific disclosed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest filed competing plans for the Debtors -- The Bank of New
York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

On July 8, 2008, the Court confirmed the Modified First Amended
Joint Plan of Reorganization With Technical Modifications for the
Debtors, which was proposed by Marathon Structured Finance Fund
L.P., Mendocino Redwood Company, LLC, and the Official Committee
of Unsecured Creditors.

The Debtors emerged from bankruptcy protection on July 30, 2008.
The Reorganized Entities have been renamed as Humboldt Redwood
Co., under the management of Mendocino Redwood.


PELICAN ISLES: CDT Balks at Shortening of Plan Objection Period
---------------------------------------------------------------
CDT Mortgage LLC filed with the U.S. Bankruptcy Court for the
Southern District of Florida an objection to Pelican Isles Limited
Partnership's motion to shorten the deadline for filing objections
to the Disclosure Statement and confirmation of the Debtor's Plan.

The Debtor, in its motion noted that the deadline to object to
confirmation is Feb. 13, 2012, and it is also the deadline for
filing objections to final approval of the Disclosure Statement.
The confirmation hearing is set for Feb. 16.

CDT Mortgage relates that pursuant to the Plan, the Debtor
proposes to pay CDT the amount of cash required to be paid to
reinstate the Debtor's mortgage loan.

In this relation, CDT asserts that it must not be obligated to
incur the time and expense of objecting to the Plan prior to a
determination of the cure amount which at the latest must be
determined by evidentiary hearing a week prior to the confirmation
hearing scheduled for Feb. 16.  CDT adds that its position
concerning the Disclosure statement and Plan may be influenced by
the finally determined cure amount.

The Court set a Jan. 12 hearing on the Debtor's motion.

The Troubled Company Reporter reported on Dec. 6, 2011, the Plan
provides for reinstatement of the mortgage loan held by CDT
Mortgage, LLC, a Delaware limited liability company, pursuant to
its original terms; a cure of all outstanding defaults to CDT in
an amount to be determined by the Court, and payment of all other
creditors in full, in the ordinary course of business.

Holders of equity Interests will retain their interests in the
Debtor.

All leases for residential units at the Debtor's Apartment Complex
will be assumed under the Plan.

The Debtor will not be soliciting votes because all classes of
creditors and interests are unimpaired and therefore are deemed to
have accepted the Plan.

A full-text copies of the Disclosure Statement is available for
free at http://bankrupt.com/misc/PELICANISLES_DS.pdf

                        About Pelican Isles

Pelican Isles Limited Partnership, dba Pelican Isles Apartments
and Pelican Isles owns and operates a 150-unit affordable rental
community, built in 2005, which is located in Sebastian, Florida.
The Apartment Complex provides tax-assisted low income housing to
residents in the Sebastian, Florida area.  The second real
property owned by the Debtor is a parcel of undeveloped land,
which is adjacent to the Apartment Complex.

The Company filed for Chapter 11 protection (Bankr. S.D. Fla. Case
No. 11-38544) on Oct. 14, 2011, estimating between $10 million and
$50 million in assets and $1 million and $10 million in debts.
Ronald G. Neiwirth, Esq., at Boyd & Jenerette, P.A, in Miami,
Fla., serves as bankruptcy counsel.  The petition was signed by
John Corbett, President of The Partnership, Inc., the general
partner of the Debtor.


PHILLIPS RENTAL: Regions Bank Wants to Deny Plan Confirmation
-------------------------------------------------------------
Creditor and party-in-interest Regions Bank asks the U.S.
Bankruptcy Court for the Eastern District of Tennessee, to deny
confirmation of Phillips Rental Properties, LLC's Third Modified
Plan of Reorganization.

According to Regions Bank, as of Dec. 2, 2011, the balance due and
owing by the Debtor on said SWAP Agreement pursuant to ISDA Master
Agreement was $495,760.

The Bank objects to any suggestion or assertion that it has
miscalculated, misrepresented or inflated the balance due and
owing under the SWAP Agreement.  Pursuant to the cash collateral
and adequate protection order entered in the matter, the Debtor
has been making payments to the Bank in an inconsistent amount,
one month being a full payment, the next month being a half
payment  

The Bank alleges that the Plan may not be confirmed because:

   -- the Bank is an impaired class and the Bank has not accepted
   the Plan;

   -- the Bank does not believe under the Plan that it will
   receive or retain, on account of its claim, property of value,
   as of the effective date of the Plan that it would receive if
   the Debtor was liquidated under Chapter 7 of the United States
   Bankruptcy Code; and

   -- the Plan is unfair and inequitable pursuant to Section
   1129(b)(1) of the Bankruptcy Code and to the extent that the
   Bank's claim is impaired or unsecured, the Plan violates the
   absolute priority rule.

As reported in the Troubled Company Reporter on Nov. 3, 2011,
based upon the Debtor's best estimates of the future economy of
the property building, rental and sales industry, it is
anticipated that the Debtor will produce estimated monthly
revenues of approximately $110,000.  According to the Debtor, the
Plan, if accepted, would result in full payment of all allowed
administrative, priority, and secured claims along with 100%
payments to the allowed claims of the unsecured Class of creditors
of their principal balance as it existed on the date of filing.

A copy of the Third Modified Disclosure Statement is available for
free at http://bankrupt.com/misc/phillipsrental.dkt268.pdf

Regions Bank is represented by:

         Walter N. Winchester, Esq.
         WINCHESTER, SELLERS, FOSTER & STEELE, P.C.
         P.O. Box 2428
         Knoxville, TN 37901-2428
         Tel: (865) 637-1980
         Fax: (865) 637-4489
         E-mail: wwinchester@wsfs-law.com

                 About Phillips Rental Properties

Piney Flats, Tennessee-based Phillips Rental Properties, LLC, is
primarily engaged in the business of real estate development for
resale and rental or leasing of properties.  The Company filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53129) on Dec. 7, 2010.  Fred M. Leonard, Esq. --
fredmleonard@earthlink.net -- in Bristol, Tennessee, serves as the
Debtor's bankruptcy counsel.  The Debtor tapped Bearfield &
Associates as special counsel; and Wayne Turbyfield of Lewis and
Associates as accountant.  The Debtor disclosed $13,499,682 in
total assets and $9,650,892 in total liabilities.

No unsecured creditors committee has been appointed in the case.


POINT BLANK: Creditors Have Until Today to File Proofs of Claim
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established today, Jan. 13, 2012, as the last day for any entity
or individual to file administrative expense claim against SS Body
Armor I, Inc., formerly known as Point Blank Solutions, et al.

The administrative claim statement must be served on these
parties:

   (i) counsel to the Debtors:

         PACHULSKI STANG ZIEHL & JONES, LLP
         Attn: Laura Davis Jones, Esq.
         919 North Market Street, 17th Floor
         Wilmington, DE 19801
         Fax: (302) 652-4400

  (ii) counsel to the Official Committee of Unsecured Creditors:

         ARENT FOX LLP
         Attn: Robert M. Hirsh, Esq.
         1675 Broadway
         New York, NY 10019
         Fax: (212) 484-3990
         E-mail: hirsh.robert@arentfox.com

         THE ROSNER LAW GROUP LLC
         Attn: Frederick B. Rosner, Esq.
         824 Market Street, Suite 810
         Wilmington, DE 19801
         E-mail: rosner@teamrosner.com

(iii) counsel to the Official Committee of Equity Security
       Holders:

         BAKER & MCKENZIE LLP
         Attn: Carmen H. Lonstein, Esq.
         One Prudential Plaza, Suite 3500
         130 East Randolph Street
         Chicago, IL 60601
         Fax: (312) 698-2345

         BIFFERATO LLC
         Attn: Ian Connor Bifferato, Esq.
         800 N. King St.
         Plaza Level
         Wilmington, DE 19801
         Fax: (302) 254-5383
         E-mail: cbifferato@bifferato.com

   iv) claims agent:

         Epiq Bankruptcy Solutions, LLC
         Attn: Point Blank Solutions Claims Processing Center
         757 Third Avenue, 3rd Floor
         New York, NY 1001

Any person or entity holding an administrative claim arising on or
before or as of Oct. 31, 2011, that fails to timely file and serve
an administrative claim statement by the Administrative claims bar
date as required will be forever barred, estopped and enjoined
from asserting or receiving any distribution with respect to any
such administrative claim, and the Debtors will be forever
discharged and released from any and all indebtedness or liability
with respect to any such administrative claim.

                        About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on
April 14, 2010.  Laura Davis Jones, Esq., Alan J. Kornfeld, Esq.,
David M. Bertenthal, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel to
the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky LLP serves
as corporate counsel.  T. Scott Avila of CRG Partners Group LLC is
the restructuring officer.  Epiq Bankruptcy Solutions serves as
claims and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  Ian Connor Bifferato, Esq., and Thomas F.
Driscoll III, Esq., at Bifferato LLC; and Carmen H. Lonstein,
Esq., Andrew P.R. McDermott, Esq., and Lawrence P. Vonckx, Esq.,
at Baker & McKenzie LLP, serve as counsel for the Official
Committee of Equity Security Holders.  Robert M. Hirsh, Esq., and
George P. Angelich, Esq., at Arent Fox LLP, serve as counsel to
the Creditors Committee, and Frederick B. Rosner, Esq., and
Brian L. Arban, Esq., at the Rosner Law Group LLC, serve as
co-counsel.


POWER BALANCE: Emerges From Bankruptcy Under New Ownership
----------------------------------------------------------
Power Balance announced the company that created the Power Balance
Performance Technology(TM) wristband, worn by professional and
amateur athletes and millions of consumers worldwide, has received
court approval to emerge from bankruptcy under new ownership.

The new owners, which will operate as Power Balance Technologies
Inc., plan to aggressively grow the business by introducing new
and exciting products to the market in 2012 and beyond. In
addition to bringing in a team of experienced advisors and new
leadership to drive the next phase of growth for the company, most
of the existing staff will continue working under the new
ownership structure. The new organization is excited and energized
about working with professional athletes, teams, sports leagues,
retail partners and distributors to deliver unique products to the
market.

The new owners have been closely affiliated with Power Balance,
having served as the company's primary supplier, partner and early
investor. They have a detailed understanding of the Power Balance
business and appreciation for the Power Balance brand and are
committed to the long-term growth of the company. By integrating
manufacturing more closely into the operations of the company, the
new owners see a number of strategic benefits including shorter
product development cycles, faster time-to-market, improved
quality control and other operating efficiencies.

"Power Balance has the broadest distribution, the strongest brand
recognition and by far the most popular product in this category
today," said Denny Barge, who will serve as Chairman of the new
entity. "With the new ownership and operational restructuring, the
company is in a much better position to support retail and
distribution partners, provide value to the athlete community and
deliver truly innovative products to market. Power Balance is a
young company that has successfully pioneered a new category of
sports accessory and our product roadmap includes offerings we're
confident consumers will get excited about."

                About Power Balance Technologies

Power Balance LLC filed for Chapter 11 (Bankr. C.D. Calif. Case
No. 11-25982) on Nov. 18, 2011.  Judge Theodor Albert presides
over the case. Garrick A. Hollander, Esq. --
ghollander@winthropcouchot.com -- at Winthrop Couchot, serves as
the Debtor's counsel.  In its petition, Power Balance estimated $1
million to $10 million in assets and $10 million to $50 million in
debts.  The petition was signed by Henry G. Adamanym, Jr.,
chairman.

Power Balance -- http://www.powerbalance.com-- is the creator of
the original Power Balance Performance Technology(TM) silicone
wristband and the leader in the market for Performance Technology
sports accessories.  The company is headquartered in Orange
County, CA and distributes its products in the US and
internationally in more than 40 countries.


POWER EFFICIENCY: Eliminates Chief Operating Officer Position
-------------------------------------------------------------
Power Efficiency Corporation eliminated the position of Chief
Operating Officer.  As a result, Rick Sander was terminated from
the position of Chief Operating Officer of Power Efficiency
Corporation.

                      About Power Efficiency

Las Vegas, Nevada-based Power Efficiency Corporation (OTC: PEFF) -
- http://www.powerefficiency.com/-- is a clean technology
company focused on efficiency technologies for electric motors.

The Company reported a net loss of $2.77 million on $394,342 of
revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $2.50 million on $416,393 of revenue for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$2.63 million in total assets, $1.32 million in total liabilities,
and $1.31 million in total stockholders' equity.

As reported in the TCR on April 6, 2011, BDO USA, LLP, in Las
Vegas, Nevada, expressed substantial doubt about Power
Efficiency's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has suffered recurring losses and has generated negative
cash flows from operations.

                        Bankruptcy Warning

Continuation of the Company as a going concern is dependent upon
achieving profitable operations or accessing sufficient operating
capital.  Management's plans to achieve profitability include
developing new products such as hybrid motor starters and single-
phase to three-phase converters, developing business in the Asian
market, obtaining new customers and increasing sales to existing
customers.  Management is seeking to raise additional capital
through equity issuance, debt financing or other types of
financing.  However, there are no assurances that sufficient
capital will be raised.  If the Company is unable to obtain it on
reasonable terms, the Company would be forced to restructure, file
for bankruptcy or significantly curtail operations.


PRECISION OPTICS: Marxe and Greenhouse Holds 53.7% Equity Stake
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Austin W. Marxe and David M. Greenhouse
disclosed that, as of Dec. 31, 2011, they beneficially own
1,074,401 shares of common stock of Precision Optics, Corp.,
representing 53.7% of the shares outstanding.  As previously
reported by the TCR on Jan. 14, 2011, the reporting persons
disclosed beneficial ownership of 1,538,099 shares or 69.5% equity
stake.  A full-text copy of the amended Schedule 13D is available
for free at http://is.gd/SFHQ8s

                      About Precision Optics

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

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

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

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


RCS CAPITAL: Court Sets Jan. 30 Disclosure Statement Hearing
------------------------------------------------------------
RCS Capital Development, LLC, et al., filed on Dec. 7, 2011, a
Disclosure Statement in connection with the solicitation of
acceptances for their Plan of Reorganization dated Dec. 6, 2011.

The hearing to approve the Disclosure Statement is set for
Jan. 30, 2012, at 1:30 p.m.  Objections are due by Jan. 23, 2012.

The Debtor will use the equity it owns in the Ann Road Property
and its profit participation interest in the Russel Road Property
to pay 100% of all Allowed general unsecured claims, expect any
claim may by ABC.  All Allowed non-ABC unsecured claims will
receive a payment on the Allowed claim, plus accruing interest,
either 30 days after the sale of the Ann Road Property, and a
separate payment after the Russel Road Property is sold or 30 days
after the Effective Date of the Plan, whichever is later.

The Debtor will offset ABC's claim with its judgment against ABC,
which is worth approximately US$55,000,000.  ABC claims to be owed
approximately A$42,000,000 as of March 2009, when the Australian
Dollar was worth 65 cents US, which means ABC is owed
approximately US$27,300,000, plus interest, according to RCS.

The holders of membership interests in the Debtor will retain
their interests, provided all payments under the Plan are made.
The members will receive their pro-rata distribution of any monies
available for distribution after payments to all other creditors.

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

          http://bankrupt.com/misc/rcscapital.doc43.pdf

                         About RCS Capital

RCS Capital Development, LLC, et al., filed a Chapter 11 petition
(Bankr. D. Ariz. Case No. 11-28746) on Oct. 12, 2011.  Michael W.
Carmel, Esq., at Michael W. Carmel, Ltd., in Phoenix, Ariz.,
represents the Debtor as counsel.

RCS's bankruptcy schedules reflect assets of US$57,038,210, of
which the largest is a judgment in the approximate amount of
US$57,000,000 against ABC Learning Centres Ltd., an Australia-
based operator of childcare centers.  RCS's bankruptcy schedules
reflect liabilities of approximately of US$47,169,203, the most
significant of which is the disputed US$41,000,000 claim of ABC.

Judge Randolph J. Haines presides over RCS's case.

RCS had various contractual relationships with ABC that resulted
in litigation in Maricopa County.  That litigation resulted in a
US$50 million jury verdict verdict against ABC and judgment (worth
US$56,456,732 as of Nov. 15, 2011).  Liquidators for ABC filed for
recognition under Chapter 15 of the Bankruptcy Code in the U.S.
Bankruptcy Court for the District of Delaware about 2 weeks after
after RCS obtained its verdict.  Judge Gross entered an order on
Nov. 16, 2010, that recognized the Chapter 15 proceeding.

ABC liquidators contended in papers filed in Delaware that RCS
violated the Chapter 15 order by continuing actions in Nevada to
seize property in which the liquidators claimed an interest.  At a
hearing in U.S. Bankruptcy Court in Delaware on Oct. 4, 2011, the
liquidators asked Judge Gross to rule that RCS violated the
automatic stay.  The liquidators also wanted RCS to be held in
contempt, directed to return property and assessed with punitive
damages.  Judge Gross concluded the Oct. 4, 2011 hearing and said
he would rule later.

As reported in the TCR on Oct. 17, 2011, Bill Rochelle, the
bankruptcy columnist for Bloomberg News, noteD that perhaps hoping
to preclude Judge Gross from handing down an unfavorable ruling,
RCS filed its own Chapter 11 petition on Oct. 12, 2011, in
Phoenix.


RESIDENTIAL CAPITAL: Bondholders Tap White & Case for Legal Advice
------------------------------------------------------------------
Jennifer Bjorhus at Star Tribune reports that a group of bond
investors in Residential Capital Corp. have organized in case the
mortgage lender's parent puts ResCap into bankruptcy protection.

According to StarTribune, the investor group, which says it
represents holders of more than $800 million of ResCap secured
bonds, issued on Jan. 9, 2012, a statement saying that it has
hired global law firm White & Case.

ResCap is a major mortgage lender that operates under the name
GMAC Mortgage.  It's owned by Ally Financial, a Detroit-based bank
holding company partly owned by the U.S. government.  Warren
Buffett's Berkshire Hathaway Inc. is a major ResCap investor.

There have been several press reports indicating that Ally is
considering pushing ResCap into Chapter 11 bankruptcy protection.
According to StarTribune, Ally said on Jan. 9, 2012, that it
wouldn't discuss what it called "speculation."

"A forced ResCap filing would be a big mistake and create
significant litigation against Ally," StarTribune quotes Gerard
Uzzi, Esq., of White & Case as saying.  He may be reached at:

          Gerard Uzzi, Esq.
          WHITE & CASE LLP
          1155 Avenue of the Americas
          New York, NY 10036-2787
          Tel: 212-819-8479
          Fax: 212-354-8113
          E-mail: guzzi@whitecase.com

ResCap is a holding company for the real estate financing
businesses of GMAC, including GMAC-RFC Holding and GMAC
Residential Holding Corp.


RESORTS DEVELOPMENT: Center Stage Alabama Files for Bankruptcy
--------------------------------------------------------------
The Associated Press reports that Resorts Development Group II
LLC, which operates the Center Stage Alabama entertainment
complex, filed for Chapter 11 bankruptcy protection on Jan. 9 to
help reorganize $68 million debt, and has retained Birmingham
attorney Fred Garfield and will attempt to reorganize.


According to the report, David Loughlin, a consultant to the board
of directors for Center Stage Alabama, says the entertainment
venue "will emerge from this process in a much stronger position
to complete every phase of the development as it was planned
originally."

Center Stage Alabama was formerly known as Country Crossing.  The
Dothan Eable relates Center Stage Alabama opened on July 1, 2011,
after it closed in January 2010.  The chapter 11 filing was made
to help lower debt incurred while the development was closed for
that year and a half period.


ROTECH HEALTHCARE: Moody's Cuts Corp. Family Rating to 'B3'
-----------------------------------------------------------
Moody's Investors Service lowered Rotech Healthcare Inc.'s
Corporate Family rating ("CFR") to B3 from B2 as a consequence of
weakening liquidity and worse than expected operating performance
in 2011 alongside only modest expectations for improvement in
2012. Rotech's senior secured 1st lien notes were lowered to B1
and the senior secured 2nd lien notes to Caa1. The Probability of
Default rating ("PDR") was affirmed at B2. In addition, Moody's
lowered Rotech's Speculative Grade Liquidity Rating to SGL-3 from
SGL-2. Notably, the company remains vulnerable to the challenging
reimbursement environment, including a more severe Round 2
competitive bidding environment slated for 2013. The rating
outlook is stable.

Ratings Downgraded:

Rotech Healthcare, Inc.:

  Corporate Family Rating to B3 from B2;

  $230 million senior secured first lien notes to B1 (LGD3, 38%)
  from Ba2;

  $290 million senior secured 2nd lien notes due 2018 to Caa1
  (LGD5, 85%);

  Speculative Grade Liquidity Rating to SGL-3 from SGL-2.

  Probability of Default rating affirmed at B2

The outlook is stable.

RATINGS RATIONALE

The downgrade to B3 incorporates Moody's concerns regarding the
decline in Rotech's cash balance due to significant working
capital usage during 2011 and lower than expected growth in
EBITDA.

The B3 Corporate Family rating reflects Moody's view that Rotech's
financial performance and liquidity will continue to be
constrained by a challenging operating environment including
negligible revenue growth and long collection cycles leading to
ongoing working capital requirements. Rotech maintains a very
modest revolver which matures March 2012. Moreover, the company is
likely to remain highly leveraged at about 4.5 times debt-to-
EBITDA (based on Moody's standard adjustments) especially
considering our expectations of only modest increases in EBITDA
going forward. Interest coverage will remain thin given the high
cost of Rotech's debt. Debt repayment is not anticipated due to
the all bond debt capital structure which does not contain pre-
payment provisions.

The B3 rating also reflects Rotech's sizable exposure to Medicare
and other government funded programs at around 57% of total
revenues as well as the ongoing uncertainty regarding
reimbursement risk for oxygen and other home medical equipment
service providers, particularly in the current environment where
many healthcare related issues are being rethought. Reimbursement
rate cuts remain a longer term risk and will be more severe in the
Round 2 competitive bidding environment slated for 2013.

These risks are somewhat mitigated by Rotech's competitive
advantage as smaller competitors are forced to exit due to reduced
profitability and more onerous accreditation and other
requirements. Rotech is one of the largest providers of home
medical equipment in the US behind Lincare (not rated) and Apria
(B1 CFR). The industry is very fragmented with approximately 50%
of market share held by small local or regional providers, which
may be less capable of absorbing reimbursement and regulatory
changes.

The stable outlook reflects our view that Rotech will modestly
improve its cash flow from operations, and at least maintain
operating margins at current levels over the near term, despite
the reimbursement rate cuts. The outlook also reflects our view
that the company will experience modest revenue and EBITDA growth
through organic growth and acquisitions.

If Rotech is not able to replenish its cash balance (approximately
$33 million as of 9/30/11) and improve its working capital
management or if interest coverage as measured by EBITDA less
capital expenditures falls below 1 times, ratings may be
downgraded. Moreover, should Rotech face further, significant
reimbursement cuts that are not likely to be offset by additional
cost cutting measures or market share gains, ratings could be
downgraded.

Although not likely in the near term, should Rotech improve its
working capital management and expand EBITDA such that leverage is
lower and free cash flow positive (specifically about 4 times
debt-to-EBITDA and free cash flow generation of about 5% of total
debt), an upgrade to B2 could occur. Any upgrade would also
consider the future challenges regarding Medicare reimbursement
rate cuts and the company's ability to sustain its operating
margins in light of these cuts.

The principal methodology used in rating Rotech Healthcare was the
Global Healthcare Service Providers Methodology published in
December 2011. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009. Other methodologies used include
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA published in June 2009.


SEALY CORP: H Partners Discloses 14.5% Equity Stake
---------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, H Partners Management, LLC, and its
affiliates disclosed that, as of Jan. 6, 2012, they beneficially
own 14,616,441 shares of common stock of Sealy Corporation
representing 14.5% of the shares outstanding.  A full-text copy of
the filing is available for free at http://is.gd/sk7FYm

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

The Company reported a net loss of $902,000 on $305.53 million of
net sales for the three months ended Feb. 27, 2011, compared with
net income of $5.71 million on $311.88 million of net sales for
the three months ended Feb. 28, 2010.

The Company's balance sheet at Aug. 28, 2011, showed $947.85
million in total assets, $1 billion in total liabilities and a
$57.10 million total stockholders' deficit.

Sealy carries 'B' local and issuer credit ratings from Standard &
Poor's.


SEQUENOM INC: Faces Complaint in Calif. Over "540 Patent"
---------------------------------------------------------
Sequenom, Inc., on Jan. 6, 2012, was named as a defendant in a
complaint filed by plaintiff Natera, a Delaware corporation, in
the United States District Court for the Northern District of
California.  In the complaint, the plaintiff seeks a judicial
declaration that (i) activities related to the plaintiff's non-
invasive, pre-natal paternity test do not directly or indirectly
infringe any claim of U.S Patent No. 6,258,540 entitled Non-
Invasive Prenatal Diagnosis (the "540 Patent"), which the Company
has exclusively in-licensed from Isis Innovation Limited, and (ii)
one or more claims of the 540 Patent are invalid for failure to
comply with the requirements of the patent laws of the United
States.  The Company intends to vigorously defend against the
judicial declarations sought in the complaint.

                          About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

Sequenom reported a net loss of $120.85 million on $47.45 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $71.01 million on $37.86 million of total revenue
during the prior year.

The Company also reported a net loss of $51.98 million on
$40.42 million of total revenues for the nine months ended Sept.
30, 2011, compared with a net loss of $98.82 million on $33.70
million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$152.99 million in total assets, $42.13 million in total
liabilities and $110.85 million in total stockholders' equity.

Ernst & Young LLP of San Diego, California, in its audit report
attached to the 2010 financial statements, did not include a going
concern qualification for Sequenom.  E&Y, in its report on the
2009 results, expressed substantial doubt against Sequenom's
ability as a going concern, noting that the Company "has incurred
recurring operating losses and does not have sufficient working
capital to fund operations through 2010."


SHASTA LAKE: Negotiates Use of BofA Cash Collateral Thru Mar. 31
----------------------------------------------------------------
Shasta Lake Resorts, LP, negotiated a further stipulation with
Bank of America, N.A., for the continued use of cash collateral
through March 31, 2012.

The Debtor will use the cash collateral pursuant to prepared
budgets, copies of which are available for free at:

  http://bankrupt.com/misc/SHASTALAKE_BudgetthruMar2012.pdf

As reported on the Dec. 5, 2011 edition of the Troubled Company
Reporter, Shasta Lake Resorts asked the U.S. Bankruptcy Court for
the Eastern District of California for authority on the continued
use of the cash collateral beyond Nov. 30, 2011.  The Debtor was
negotiating with BofA at that time and has not reached an
agreement on the matter.  In court papers, the Debtor proposed (i)
to provide BofA with replacement liens in the income generated
from the operation of its business from the time of the Chapter 11
petition forward to the extent of the cash used if there is an
ultimate finding that the Debtor's cash and receivables constitute
BofA's collateral; and (ii) to continue making monthly adequate
protection payments to BofA equal to the amount of interest
accrued on a daily basis at a rate of Prime plus 2.5% per annum on
the unpaid principal balance of the loan no later than the 1st
calendar day of each month pursuant to the terms of the Cash
Collateral Stipulation.

                        About Shasta Lake

Lodi, California-based Shasta Lake Resorts LP, also known as
houseboats.com, is a leading supplier of luxury houseboat rentals
in Northern California, operating a fleet of approximately 65
houseboats primarily out of its Jones Valley Resort on Shasta Lake
and its New Melones Lake Marina.  SLR offers a full service dock
at both Jones Valley Resort and New Melones Lake Marina, with
overnight and year round moorage and small boat and accessory
rentals.  SLR also operates floating stores, which sell everything
its customers may want to complete their houseboating experience,
including grocery items, bait and tackle, water sports and marine
items, unique gifts and apparel.  SLR offers slip rentals at
Sugarloaf Resort on Shasta Lake.

SLR disclosed assets between $10,000,001 to $50,000,000, and debts
between $1,000,001 to $10,000,000.

SLR filed voluntary petition for reorganization under Chapter 11
of the U.S. Bankruptcy Code (Bankr. E.D. Calif. Case No. 11-37221)
on July 13, 2011.  Judge Christopher M. Klein is assigned to the
case.

Jamie P. Dreher, Esq., at Downey Brand LLP, in Sacramento,
California, represents SLR.


SHOREBANK CORP: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
ShoreBank Corp. filed on Jan. 9, 2012, for Chapter 11 bankruptcy.

Tribune says ShoreBank had 79 shareholders on the books.  Their
stock became worthless when the company's socially conscious South
Side lender failed in 2010.

According to the report, the biggest investor was Bank of America
Corp., which owned more than 10% of ShoreBank's equity, or 2,014
voting and non-voting shares.  The report, citing court documents,
says others large shareholders include the Illinois Prepaid
Tuition Trust Fund, with 1,668 shares; Prudential Insurance Co.,
with 1,210 shares; John D. and Catherine T. MacArthur Foundation,
with 453 shares; and Leonard and Sophie Davis Fund, with 355
shares.

The report adds that the ShoreBank creditors holding the 20
biggest unsecured claims include the FDIC, owed $8.5 million in
tax refunds; the state of Illinois, owed $61,832 in franchise
taxes; Wells Fargo, as trustee for subordinated debt, $16.5
million; Bank of New York, as trustee for subordinated debt, $13.5
million; JPMorgan Chase, loan agreement, $12.3 million.

Chicago Tribune says a disputed $61,832 claim comes from the state
of Illinois for franchise taxes. Jennifer Tescher, chief executive
for the Center for Financial Services Innovation, is owed $17,577
in deferred compensation.

The report notes ShoreBank Corp. is one of a number of bank
holding companies that have headed into bankruptcy court after
their banks have failed, been seized by the government, and sold
to another institution.

The report relates that ShoreBank listed only $19.2 million in
assets, mostly consisting of a $10.7 million federal income tax
refund, and $63.5 million in liabilities.  The report notes that
the Debtor's ultimate goal is to liquidate.

The report says ShoreBank's assets were sold to Urban Partnership
Bank, which was financed by several big banks and investment
banks.

                      About ShoreBank Corp.

Founded in 1973, ShoreBank Corp. built a reputation on lending to
low-and-moderate income borrowers.  The holding company's
subsidiary banks and not-for-profits help fund homeowners,
investors, small businesses, and faith-based and not-for-profit
organizations in diverse communities in the Midwest and Pacific
Northwest.  Northern Initiatives, ShoreBank Neighborhood
Institute, ShoreBank Enterprise Cascadia, and ShoreBank Enterprise
in Cleveland and Detroit offer small business loans, business
development assistance, and employment services.  ShoreBank also
took its message overseas with ShoreBank International and
ShoreCap Exchange, both of which offer microfinance and other
services.

ShoreBank posted a $119 million loss in 2009 and a $39.6 million
loss in the first half of this year, according to Federal Deposit
Insurance Corp. figures.  It had a net loss of $9.3 million in
2008.


SOLYNDRA LLC: Proposes Bonuses to Help With Sale, Taxes
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Solyndra LLC is proposing a $500,000 bonus program
for 21 of the remaining 84 workers. No one eligible for a bonus is
an executive.  If approved at a Jan. 23 hearing, the bonuses would
range from 8% to 30% of a year's salary. The bonuses are intended
to stem the "serious loss of key personnel."  For bonuses to be
paid, Solyndra must file a Chapter 11 plan by Feb. 29 and complete
the sale of assets by June 30.  In addition to helping with the
sale, Solyndra needs to retain experienced workers to complete tax
return and perform "human resources compliance."

According to the report, Solyndra has a turnkey auction scheduled
for Jan. 19 where a buyer could purchase the plant with the intent
of restarting operations.  If there no buyer, the first of two
piecemeal auctions will begin Feb. 22.  Solyndra was unable to
find a turnkey buyer by the original November deadline.

                        About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.  The Committee has tapped
Blank Rome LLP as counsel.

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


SSI GROUP: Closes Sales to Captain D's and LNC Ventures
-------------------------------------------------------
SSI Group Holding Corp., owner, operator and franchisor of two
distinct restaurant concepts in 14 states across the U.S., has
sold substantially all of its assets to Captain D's, LLC, and LNC
Ventures, LLC in two separate sale transactions. The transactions,
both of which closed in December 2011, were effectuated pursuant
to Section 363 of the U.S. Bankruptcy Code. Morgan Joseph
TriArtisan LLC's ("Morgan Joseph") Financial Restructuring Group
served as exclusive financial advisor and investment banker to SSI
Group.

SSI Group, based in Addison, Texas, is a leading operator within
the casual dining sector, with its two brands including "Souper
Salad," a fresh and healthy buffet style restaurant offering
salads, soups, bakery items and hot entrees; and "Grandy's," a
quick casual "comfort food" restaurant known for its chicken,
vegetables and rolls. As of January 1, 2010, the Company had a
total of 150 restaurants across both brands. Due to the
combination of underperforming stores, including approximately 30
negative cash flow units, a weak economic environment, unusual
weather and resulting higher food costs experienced during 2010,
SSI's cash flow and liquidity position deteriorated substantially.
As a result of its insufficient capitalization and declining
operating performance, the Company filed for voluntary relief
under Chapter 11 of the U.S. Bankruptcy Code in the District of
Delaware on September 14, 2011.

"These two transactions will allow for the resumption of growth of
both Souper Salad and Grandy's," Ward Olgreen, CEO of SSI Group
Holding Corp. said. "Both brands are now positioned to become
leaders in their respective market segments, as the new operators
have been able to utilize the Bankruptcy to close underperforming
locations and optimize the footprint of each brand. Additionally,
the capitalization of each new entity will allow for significant
reinvestment in both concepts, which is a critical component to
delivering value to our customers."

"Morgan Joseph was retained in November 2010 to pursue a sale of
only the Grandy's business. However, given the multitude of
challenges facing SSI, a sale of both Souper Salad and Grandy's
within Chapter 11 was determined to be necessary to best position
both concepts for future success. Now, both businesses have the
opportunity to become stronger brands in the hands of strategic
operators who have a track record of success and are committed to
expand service levels and value offerings at both Grandy's and
Souper Salad going forward," said James D. Decker, Head of Morgan
Joseph's Financial Restructuring Group.

In addition to Mr. Decker, the Morgan Joseph team members involved
in implementing the transaction included Alex Fisch, Daniel
Silverman and Garrett Geiger, a Director, Associate and Analyst,
respectively, all in the firm's financial restructuring practice.

                About Morgan Joseph TriArtisan LLC

Morgan Joseph TriArtisan LLC -- http://www.mjta.com/-- is an
investment bank engaged in providing financial advice, capital
raising and private equity investing. The firm's services include
mergers, acquisitions and restructuring advice, in addition to
private placements and public offerings of equity and debt, as
well as research for institutional clients.

                         About Captain D's

Captain D's, LLC owns, operates, and franchises restaurants in the
United States, as well as in military bases in Japan, Korea, and
Germany. It offers fried and grilled fish, shrimp and chicken
dishes, pasta meals, salads, and regional seafood favorites, as
well as various side items, including corn, baked potatoes, cole
slaw, tossed salads, hushpuppies, and southern style green beans.
Captain D's, LLC was founded in 1969 and is based in Nashville,
Tennessee.

                     About LNC Ventures, LLC

LNC Ventures, LLC is a newly created entity formed by Daniel and
Jacklyn Hernandez for the purpose of acquiring the Souper Salad
business. Mr. and Mrs. Hernandez have been successful operators of
Subway franchise stores located throughout South Texas since 2004.
In 2010, they acquired a Souper Salad franchise in San Antonio,
Texas, and recently opened a second Souper Salad franchise in San
Antonio.

                         About SSI Group

On Sept. 14, 2011, SSI Group Holding Corp. -- which is behind two
southern restaurant chains, the healthy Souper Salad chain and
"comfort food"-serving Grandy's restaurants -- sought bankruptcy
protection (Bankr. D. Del. Case No. 11-12917) in Wilmington,
Delaware, after months of lackluster performance at its two
struggling restaurant chains, which combined operate about 120
locations, and its debts mounted to $47.5 million.  Judge Mary F.
Walrath presides over the case.  SSI reported $23.9 million in
assets as of Aug. 28, 2011.  The Debtor is represented by
Proskauer Rose LLP and Cozen O'Connor as counsel and Morgan Joseph
TriArtisan LLC as financial advisors.

Affiliates Super Salad, Inc. (Case No. 11-12918), SSI-Grandy's LLC
(Case No. 11-12919), and Souper Brands, Inc. (Case No. 11-12920),
also sought Chapter 11 protection on Sept. 14, 2011.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in the case.  The Committee has hired Pachulski Stang
Ziehl & Jones LLP as counsel and Protiviti Inc. as financial
advisors.


STRATEGIC AMERICAN: Adds Production in North Point Bolivar Field
----------------------------------------------------------------
Strategic American Oil Corporation has successfully reworked and
increased production from its State Tract 343 No.18 well located
in the North Point Bolivar Field in Galveston Bay, Texas.

After the rework operation, well production has more than doubled
its original daily rate, resulting in additional monthly revenue
of approximately $30,000 to the Company.  The Company has many
more wells awaiting recompletion or rework and is already
executing its plan to bring on the latent production.

Management believes the plan should increase the Company's
production beyond 1,000 barrels of oil equivalent per day (boepd)
by the end of 2012. This is in addition to any production
increases from drilling and acquisitions, which alone have to the
potential to far surpass this goal.

"This is yet another example of the abundant low hanging fruit we
have internally, apart from our larger drilling projects and
acquisition opportunities.  This operation, although relatively
small, will pay for itself in a matter of weeks and is expected to
produce for many years, underscoring our strategy of pursuing
projects that have attractive returns on investment," noted Jeremy
G. Driver, President and Chief Executive Officer of Strategic
American Oil Corporation.

Strategic American Oil will continue to provide updates pertaining
to its development programs as information becomes available.

                     About Strategic American

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.
Strategic American a net loss of $10.28 million on $3.41 million
of revenue for the year ended July 31, 2011, compared with a net
loss of $3.49 million on $531,736 of revenue for the same period
during the prior year.

The Company's balance sheet at Oct. 31, 2011, showed
$24.79 million in total assets, $12.03 million in total
liabilities, and $12.75 million in total stockholders' equity.

MaloneBailey, LLP, in Houston, Texas, the Company's auditors, did
not include a "going concern" qualification in its report on the
Company's financial statements.

As reported by the TCR on March 25, 2011, MaloneBailey expressed
substantial doubt about Strategic American Oil's ability to
continue as a going concern following the Company's results for
the fiscal year ended July 31, 2010.  The independent auditors
noted that the Company has suffered losses from operations and has
a working capital deficit.


SUDDENLY BEAUTIFUL: Involuntary Chapter 11 Case Summary
-------------------------------------------------------
Alleged Debtor: Suddenly Beautiful, Inc.
                4616 W. Sahara Ave. #250
                Las Vegas, NV 89102

Case Number: 12-10102

Involuntary Chapter 11 Petition Date: January 5, 2012

Court: District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Suddenly Beautiful's petitioner:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
Martha Avila             Unpaid salary          $50,000
4616 W Sahara Av#250
Las Vegas, NV 89102


SWADENER INVESTMENT: Court Confirms Second Amended Chapter 11 Plan
------------------------------------------------------------------
On Dec. 6, 2011, the U.S. Bankruptcy Court for the Northern
District of Oklahoma confirmed the Second Amended Plan of
Reorganization filed by Swadener Investment Properties, LLC.

The Plan proposes to pay the Debtor's creditors from the rental
income and cash flow of the Debtor's operation of four (4)
commercial office building and a commercial retail sales center.

General unsecured creditors holding claims in excess of $3,000
will receive a distribution of 100% of their allowed claims by
equal monthly payments over 120 months after the Effective Date.
Those holding claims in the amount of $3,000 or less will be paid
in full within 60 days of the Effective Date.

Secured creditors will receive distributions of interest and
principal beginning 30 days after the Effective Date.

Equity interest holds will retain their interest in the Debtor
after the Effective Date.

A coy of the Second Amended Plan is available for free at:

      http://bankrupt.com/misc/swadenerinvestment.doc135.pdf

                    About Swadener Investment

Tulsa, Oklahoma-based Swadener Investment Properties, LLC, owns
and operates four commercial office buildings and a retail
shopping Center.  The Company filed for Chapter 11 bankruptcy
protection (Bank. N.D. Okla. Case No. 11-10322) on Feb. 18, 2011.
Scott P. Kirtley, Esq., and Karen C. Walsh, Esq., at Riggs, Abney,
Neal, Turpen, Orbison, & Lewis, in Tulsa, Okla., serve as the
Debtor's bankruptcy counsel.  The Debtor disclosed $14,796,520 in
assets and $12,057,950 in liabilities as of the Chapter 11 filing.

Affiliate Pecan Properties, Inc. (Bankr. N.D. Okla. Case No.
11-10323) filed a separate Chapter 11 petition.


TALON THERAPEUTICS: Joseph Landy Discloses 89.9% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Joseph P. Landy and his affiliates disclosed
that, as of Jan. 9, 2012, they beneficially own 194,813,754 shares
of common stock of Talon Therapeutics, Inc., representing 89.9% of
the shares outstanding.  A full-text copy of the filing is
available for free at http://is.gd/6HQpPk

                      About Talon Therapeutics

Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc.
(TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical
company dedicated to developing and commercializing new,
differentiated cancer therapies designed to improve and enable
current standards of care.  The company's lead product candidate,
Marqibo, potentially treats acute lymphoblastic leukemia and
lymphomas.  The Company has additional pipeline
opportunities some of which, like Marqibo, improve delivery and
enhance the therapeutic benefits of well characterized, proven
chemotherapies and enable high potency dosing without increased
toxicity.

Effective Dec. 1, 2010, Hana Biosciences Inc. changed its name to
Talon Therapeutics Inc.  The name change was effected by merging
Talon Therapeutics, Inc., a wholly-owned subsidiary of the
Company, with and into the Company, with the Company as the
surviving corporation in the merger.

The Company reported a net loss of $25.98 million for the year
ended Dec. 31, 2010, compared with a net loss of $24.14 million
during the prior year.

The Company also reported a net loss of $17.17 million for the
nine months ended Sept. 30, 2011, compared with a net loss of
$19.71 million for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$5.66 million in total assets, $32.66 million in total
liabilities, $30.64 million in 10 million shares authorized, and a
$57.64 million total stockholders' deficit.

The Company does not generate any recurring revenue and will
require substantial additional capital before it will generate
cash flow from its operating activities, if ever.  The Company
does not currently have sufficient capital to fund its entire
development plan beyond 2011.  The Company's continued operations
depend entirely upon obtaining additional capital.  The Company
will be unable to continue development of its product candidates
unless it is able to obtain additional funding through equity or
debt financings or from payments in connection with potential
strategic transactions.  The Company can give no assurances that
any additional capital that it is able to obtain, if any, will be
sufficient to meet its needs.  Moreover, there can be no assurance
that such capital will be available to the Company on favorable
terms or at all, especially given the current economic environment
which has severely restricted access to the capital markets.  If
anticipated costs are higher than planned or if the Company is
unable to raise additional capital, it will have to significantly
curtail planned development to maintain operations through 2011.
These conditions raise substantial doubt as to the Company's
ability to continue as a going concern.

As reported by the TCR on April 1, 2011, BDO USA, LLP, in San
Francisco, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern.  BDO noted that the
Company suffered recurring losses from operations and has a net
capital deficiency.


TBS INTERNATIONAL: Executes Term Sheet with Royal Bank
------------------------------------------------------
TBS International plc, on its own behalf and on behalf of certain
of its subsidiaries, executed a term sheet with The Royal Bank of
Scotland plc, as agent and security trustee under the Company's
Amended and Restated Credit Agreement, dated as of March 29, 2007.
The Term Sheet provides that the Company will transfer the six
vessels that are collateral under the RBS Credit Facility in
exchange for a full release from the Agent and the lenders under
the RBS Credit Facility of all obligations and claims against the
Company and the Subsidiaries arising from: (i) the RBS Credit
Facility, (ii) the related Amended and Restated Agreement dated
Jan. 27, 2011, (iii) the related guarantee dated Jan. 7, 2010, and
(iv) the swap agreement with the Agent dated March 29, 2007.

The Term Sheet provides that upon completion of each Vessel's
current voyage, the Agent may direct TBS to reposition the Vessels
to other ports at the Agent's expense.  TBS will arrange to have
title to each Vessel transferred to the Agent upon arrival at the
specified ports.  Upon final delivery of all Vessels and
satisfaction of other customary conditions, the Agent will provide
the Company with the Release.  Final delivery of the Vessels is
expected to occur at various times between Jan. 4, 2012, and
Feb. 29, 2012.

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

                        http://is.gd/hdNrYY

                    About TBS International plc

Dublin, Ireland-based TBS International plc (NASDAQ: TBSI)
-- http://www.tbsship.com/-- provides worldwide shipping
solutions to a diverse client base of industrial shippers through
its Five Star Service: ocean transportation, projects,
operations, port services and strategic planning.  The TBS
shipping network operates liner, parcel and dry bulk services,
supported by a fleet of multipurpose tweendeckers and
handysize/handymax bulk carriers, including specialized heavy-
lift vessels and newbuild tonnage.  TBS has developed its
franchise around key trade routes between Latin America and
China, Japan and South Korea, as well as select ports in North
America, Africa, the Caribbean and the Middle East.

The Company reported a net loss of US$247.76 million on US$411.83
million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of US$67.04 million on US$302.51 million
of total revenue during the prior year.

The Company also reported a net loss of $55.16 million on $282.64
million of total revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $29.21 million on $311.06 million of
total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $659.28
million in total assets, $409.77 million in total liabilities and
$249.51 million in total shareholders' equity.

PricewaterhouseCoopers LLP expressed substantial doubt about the
Company's ability to continue as a going concern.  PwC believes
that the Company will not be in compliance with the financial
covenants under its credit facilities during 2011, which under
the agreements would make the debt callable.  According to PwC,
this has created uncertainty regarding the Company's ability to
fulfill its financial commitments as they become due.

As reported in the TCR on Feb. 8, 2011, TBS International on
Jan. 31, 2011, announced that it had entered into amendments to
its credit facilities with all of its lenders, including AIG
Commercial Equipment, Commerzbank AG, Berenberg Bank and Credit
Suisse and syndicates led by Bank of America, N.A., The Royal
Bank of Scotland plc and DVB Group Merchant Bank (the "Credit
Facilities").  The amendments restructure the Company's debt
obligations by revising the principal repayment schedules under
the Credit Facilities, waiving any existing defaults, revising
the financial covenants, including covenants related to the
Company's consolidated leverage ratio, consolidated interest
coverage ratio and minimum cash balance, and modifying other
terms of the Credit Facilities.

The Company currently expects to be in compliance with all
financial covenants and other terms of the amended Credit
Facilities through maturity.

As a condition to the restructuring of the Company's credit
facilities, three significant shareholders who also are key
members of TBS' management agreed on Jan. 25, 2011, to provide up
to US$10 million of new equity in the form of Series B Preference
Shares and deposited funds in an escrow account to facilitate
satisfaction of this obligation.  In partial satisfaction of this
obligation, on Jan. 28, 2011, these significant shareholders
purchased an aggregate of 30,000 of the Company's Series B
Preference Shares at US$100 per share directly from TBS in a
private placement.


TELIPHONE CORP: Acquires NYTEX in All Stock Transaction
-------------------------------------------------------
Teliphone Corp. had entered into an asset purchase agreement with
New York Telecom Exchange Inc. pursuant to which Teliphone
acquired all operations, assets, liabilities and intellectual
property of NYTEX in an all stock transaction.  The Agreement is
dated Dec. 31, 2011, and pursuant to which Teliphone assumed all
ongoing operations of NYTEX which will run as a separate division
of Teliphone under its wholesale department.

The Agreement contains rescission rights for NYTEX based on either
abandonment or insolvency by Teliphone.  Should Teliphone abandon
operation of NYTEX within 24 months of the Agreement, NYTEX will
have the right to reassume NYTEX operations and all intellectual
property in exchange for the return of the 20 million shares to
Teliphone.  Furthermore, should Teliphone become insolvent,
declare bankruptcy invoke creditor protection actions, cease to do
business or declare any situation which can be reasonably be
construed as a serious risk to the viability of Teliphone within
24 months of execution of this Agreement, Teliphone will forfeit
all rights to the NYTEX intellectual property including all
software, trade names, client lists, domain names, goodwill, and
any improvements and additions that may have been made after
execution of this agreement and all such rights would revert back
to NYTEX.

At closing, Teliphone delivered to NYTEX a total of 20,000,000
common shares.

Teliphone and NYTEX are related parties with common President/CEO,
Lawry Trevor-Deutsch.

Teliphone intends to file required Financial Statements and Pro
Formas within 71 days of this date.

A full-text copy of the Asset Purchase Agreement is available for
free at http://is.gd/9zKbs3

                       About Teliphone Corp.

Montreal, Canada-based Teliphone Corp. (OTCQB: TLPH)
-- http://www.teliphone.ca/-- provides broadband telephone
services utilizing its voice over Internet protocol (VoIP)
technology platform.

The Company's balance sheet at June 30, 2011, showed US$2.85
million in total assets, US$986,359 in total liabilities and
US$1.87 million total stockholders' equity.


As reported in the Troubled Company Reporter on Jan. 5, 2011,
KBL, LLP, in New York, expressed substantial doubt about Teliphone
Corp.'s ability to continue as a going concern, following the
Company's results for the fiscal year ended Sept. 30, 2010.  The
independent auditors noted that the Company has sustained
operating losses and significant working capital deficits in the
past few years.


TENNESSEE ENERGY: Moody's Ups Rating on Serie 2006A Bond from Ba3
-----------------------------------------------------------------
Moody's Investors Service has upgraded to A2 from Ba3 (direction
uncertain) the rating of the Tennessee Energy Acquisition
Corporation Gas Project Revenue Bonds, Series 2006A (the "Bonds").

For further information on Moody's approach to the incorporation
of repo provider ratings into ratings on gas prepayment bonds, see
Moody's Methodology Update: "Ratings that Rely on Guaranteed
Investment Contracts" dated December 2008.

The principal methodology used in this rating was Gas Prepayment
Bonds published in December 2008.


TERRESTAR NETWORKS: Plan Confirmation Hearing Set for Feb. 13
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on Feb. 13, 2012, at 10:00 a.m. prevailing
Eastern Time, to consider confirmation of the Joint Chapter 11
Plan of TerreStar Networks Inc, et al.

Interested parties have until Feb. 1 at 5:00 p.m. prevailing
Eastern Time, to file written objections to the Plan.

The Debtors are given until Feb. 8 to file any confirmation brief
in support of the Plan and any reply to any objection against the
Plan.

In a Dec. 21, 2011 written order, Judge Sean H. Lane approved the
adequacy of the disclosure statement explaining the Plan.  The
judge also approved proposed procedures to govern the solicitation
and tabulation of votes to accept or reject the Plan.

The Voting Record Date has been established as Dec. 21, 2011.  The
Solicitation Deadline is Dec. 30, 2011, and the Voting Deadline is
set as Feb. 1, 2012 at 5:00 p.m. prevailing Eastern Time.

The Troubled Company Reporter reported on Dec. 23, 2011 that
BankruptcyData.com related that TerreStar Networks filed with the
New York Bankruptcy Court a revised Joint Chapter 11 Plan of
Reorganization and a Disclosure Statement to reflect the
Bankruptcy Court's approval on Dec. 15 of a global settlement with
major creditor constituencies.  The Disclosure Statement
elaborates that the Settlement serves as the foundation for the
Plan Settlement and the successful and expedient resolution of the
Chapter 11 Cases. The Plan implements the Plan Settlement among
the Settlement Parties. The Settlement was made possible by a
separate agreement reached between Sprint and DISH. Pursuant to
the Sprint/DISH Settlement, Sprint agreed to accept the sum of no
more than $20.6 million in full satisfaction of all issues related
to the Sprint claims if such amount is paid by December 31, 2011.
The Sprint/DISH Settlement is a key component of the Settlement in
these cases that serves as the foundation to the Plan and the Plan
Settlement.

                   About TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500 million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.  The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.

Otterbourg Steindler Houston & Rosen P.C. is the counsel to the
Official Committee of Unsecured Creditors formed in TSN's Chapter
11 cases.  FTI Consulting, Inc., is the Committee's financial
advisor.

TerreStar Networks sold its business to Dish Network Corp. for
$1.38 billion.  It canceled a June 2011 auction because there were
no competing bids submitted by the deadline.

TerreStar Networks previously filed a reorganization plan that
called for secured noteholders to swap more than $850 million in
debt for nearly all the equity in reorganized TerreStar.  Junior
creditors, however, would see little recovery under that plan
while existing equity holders would be wiped out.  TerreStar
Networks scrapped that plan in 2011 in favor of the auction.

In November 2011, TerreStar Networks filed a liquidating Chapter
11 plan after striking a settlement with creditors.  The
creditors' committee initiated lawsuits in July to enhance the
recovery by unsecured creditors.


TMP DIRECTIONAL: Court OKs Epiq as Claims and Notice Agent
----------------------------------------------------------
TMP Directional Marketing LLC anticipates that there will be in
excess of 3,000 entities to be noticed in the Chapter 11 cases.
Accordingly, TMP Directional sought and obtained Bankruptcy Court
permission to hire Epiq Bankruptcy Solutions LLC as its notice,
claims and balloting agent.  Epiq has rendered services to the
Debtors since February 2011 in connection with their wind-down and
prepackaged bankruptcy preparations.  Pre-bankruptcy, the Debtors
paid Epiq $20,000 as retainer.

Jason D. Horwitz, vice president and senior consultant at Epiq,
attests that his firm neither holds nor represents an interest
materially adverse to the Debtors' estates with respect to any
matter for which it will be employed, and Epiq is a "disinterested
person" as that term is defined in Sec. 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.


TOWNSEND CORP: Wants to Extend Exclusive Filing Period to Apr. 6
----------------------------------------------------------------
Townsend Corporation and LRJC, Inc., ask the Bankruptcy Court to
extend their exclusivity periods to file plans and obtain
acceptance for 90 days, to April 6, 2012 and June 5, 2012,
respectively.

Todd M. Arnold, Esq., at Levene, Neale, Bender, Yoo & Brilll, LLP,
submits that the Debtors have properly administered their Chapter
11 cases in that the Debtors have complied with all of the
material requirements of the Bankruptcy Code, the Bankruptcy
Rules, and the Office of the U.S. Trustee.  Under these
circumstances, an extension of the exclusivity periods for filing
and obtaining confirmation of plans can be granted with the
confidence that the Debtors are in full compliance with the
requirements that are a condition to the Debtors maintaining their
exclusive right to file plans and gain acceptance thereof.

                  About Townsend Corp. and LRJC

Auto dealers Townsend Corporation, d/b/a Land Rover Jaguar Anaheim
Hills, and LRJC, Inc., d/b/a Land Rover Jaguar Cerritos, filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case Nos. 11-22690 and
11-22695) on Sept. 9, 2011.  Todd M. Arnold, Esq., and Martin J.
Brill, Esq., at Levene, Neale, Bender, Yoo & Brilll, LLP,
represent the Debtors.  Judge Robert N. Kwan presides over
the cases.  Each of the Debtors estimated $10 million to $50
million in both assets and debts.  The petitions were signed by
Ernest W. Townsend, IV, the president.


TOWNSEND CORP: Has GlassRatner to Find Buyers for Dealership
------------------------------------------------------------
Townsend Corporation sought and obtained permission from the U.S.
Bankruptcy Court for the Central District of California to employ
GlassRatner Advisory & Capital Group, LLC, as its financial
advisor and investment banker.

GlassRatner will identify buyers for the Debtor's dealership and
seek to consummate a sale of the Debtor's dealership by among
other things:

   (a) preparing an offering memorandum for distribution to
       prospective buyers;

   (b) developing a list of prospective buyers;

   (c) distributing the offering memorandum and related documents
       to prospective buyers;

   (d) assisting in negotiations with any prospective stalking
       horse bidder;

   (e) bringing additional prospective bidders to the auction of
       the Debtor's dealership in order to maximize sale proceeds;
       and

   (f) assisting with the approval and closing of any sale
       transaction.

In the event of a sale, GlassRatner's fee will be equal to the sum
of $200,000, plus 10% of the amount by which the goodwill exceeds
$3 million in a closed sale transaction for both dealerships.  In
the event that GlassRatner sells only one of the dealerships, the
fee will be equal to the sum of $100,000, plus 10% of the amount
by which the goodwill exceeds $1.5 million.

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

                   About Townsend Corp. and LRJC

Auto dealers Townsend Corporation, d/b/a Land Rover Jaguar Anaheim
Hills, and LRJC, Inc., d/b/a Land Rover Jaguar Cerritos, filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case Nos. 11-22690 and
11-22695) on Sept. 9, 2011.  Judge Robert N. Kwan presides over
the cases.  Martin J. Brill, Esq., and Todd M. Arnold, Esq. --
mjb@lnbyb.com and tma@nbyb.com -- at Levene, Neale, Bender, Yoo &
Brill LLP, in Los Angeles, represent the Debtors.   Each of the
Debtors estimated $10 million to $50 million in both assets and
debts.  The petitions were signed by Ernest W. Townsend, IV, the
president.

McQueen & Ashman LLP as is the Debtor's special corporate and
litigation counsel.


TRAILER BRIDGE: Plan to Exit Bankruptcy by March May Not Happen
---------------------------------------------------------------
Mark Basch at Daily Record reports that Trailer Bridge Inc. has
not filed its Chapter 11 reorganization plan but is hoping to soon
file a plan that will satisfy all of its stakeholders -- maybe
even its stockholders.

According to the report, at a hearing in mid-December in U.S.
Bankruptcy Court in Jacksonville, Florida, one of Trailer Bridge's
attorneys, Gregg Galardi, Esq., outlined a fast-moving timetable
that would have Trailer Bridge out of Chapter 11 by early March,
four months after initially filing for bankruptcy.  That timetable
included Trailer Bridge filing its reorganization plan before
Christmas, but that didn't happen.

The report notes that, with Trailer Bridge still negotiating the
plan with its creditors, it doesn't look like it can complete the
plan before March.  But another attorney for the company, Gardner
Davis, Esq., of Foley & Lardner in Jacksonville, expects the plan
to be completed soon.

The report relates that one group that doesn't have a say in the
negotiations is Trailer Bridge's shareholders.  Mr. Galardi said
at last month's hearing that the company hopes the plan does have
some "recovery" for stockholders.

                      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.

The Debtor listed $97,345,981 in assets, and $112,538,934 in
liabilities.


UNITED CONTINENTAL: Enters Into $500-mil. Credit Facility
---------------------------------------------------------
United Continental Holdings, Inc. told the U.S. Securities and
Exchange Commission on December 22, 2011, that its units can
borrow up to $500 million pursuant to a credit and guaranty
agreement with a syndicate of lenders led by Citibank, N.A.

On December 22, 2011, United Continental, as guarantor, and
United Air Lines, Inc. and Continental Airlines, Inc. as co-
borrowers entered into the Revolving Credit Facility with the
lenders party thereto and Citibank, as administrative agent.

The Revolving Credit Facility provides that United and
Continental may from time to time prior to January 30, 2015,
borrow, repay and reborrow loans and have letters of credit
issued in an aggregate amount outstanding at any time of up to
$500 million.  United and Continental have not made any drawings
under the Revolving Credit Facility as of December 22, 2011.  Any
borrowings that United and Continental might in the future make
under the Revolving Credit Facility are due on January 30, 2015,
at which time the Revolving Credit Facility terminates.
Borrowings under the Revolving Credit Facility bear interest at a
variable rate equal to the London interbank offering rate, known
as LIBOR, or another rate based on certain market interest rates,
in each case plus a specified margin.

The obligations of United and Continental under the Revolving
Credit Facility are secured by liens on certain take-off and
landing rights of United and Continental at Newark Liberty
International, LaGuardia and Ronald Reagan Washington National
airports and certain of their other assets, including flight
simulators and aircraft.

The Revolving Credit Facility includes affirmative and negative
covenants that restrict the Company's ability to, among other
things, incur additional indebtedness, issue preferred stock or
pay dividends.  In addition, the Revolving Credit Facility
requires the Company to maintain unrestricted cash and cash
equivalents and unused commitments available under all revolving
credit facilities (including the Revolving Credit Facility)
aggregating not less than $3.0 billion and to maintain a minimum
ratio of appraised value of Collateral to outstanding obligations
under the Revolving Credit Facility of 1.67 to 1.  If the Company
does not meet the minimum collateral coverage ratio, it must
either provide additional Collateral to secure its obligations
under the Revolving Credit Facility or repay the loans under the
Revolving Credit Facility by an amount necessary to maintain
compliance with the collateral coverage ratio.

The Revolving Credit Facility contains events of default
customary for similar financings.  Upon the occurrence of an
event of default, the outstanding obligations under the Revolving
Credit Facility may be accelerated and become due and payable
immediately.  In addition, if certain change of control events
occur with respect to United Continental, each lender under the
Revolving Credit Facility has the right to require the Company to
repay any loan that it has made under the facility.

A full-text copy of the Revolving Credit Facility is accessible
for free at: http://ResearchArchives.com/t/s?7774

                     About United Continental

United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate a total of approximately 5,800
flights a day to 371 airports throughout the Americas, Europe and
Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston,
Los Angeles, New York, San Francisco, Tokyo and Washington, D.C.
United and Continental are members of Star Alliance, which offers
more than 21,200 daily flights to 1,172 airports in 181 countries
worldwide through its 28 member airlines. United's and
Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world.  For more
information about United Continental Holdings, Inc., go to
UnitedContinentalHoldings.com.  For more information about the
airlines, see http://www.united.com/and
http://www.continental.com/,and follow each company on Twitter
and Facebook.

UAL Corp and its affiliates including United Airlines filed for
Chapter 11 protection (Bankr. N.D. Ill. Case No. 02-8191) on Dec.
9, 2002 .  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.  Judge Eugene R. Wedoff confirmed a reorganization plan
for United on Jan. 20, 2006.  The Company emerged from bankruptcy
on Feb. 1, 2006.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B' issuer default rating from Fitch.

Fitch upgraded United Continental's IDR from 'B-' to 'B' in
September 2011, citing, "The upgrade follows a year of significant
debt reduction and strong free cash flow (FCF) generation since
the closing of the United-Continental merger on Oct. 1, 2010.  In
the face of heavy fuel cost pressure during the first half of
2011, UAL has consistently reported industry-leading revenue per
available seat mile (RASM) growth while funding heavy debt
maturities out of internally generated cash flow.


UNITED CONTINENTAL: Gets FAA Single Operating Certificate
---------------------------------------------------------
United Continental Holdings, Inc. announced on November 30, 2011,
that it received Federal Aviation Administration approval for a
single operating certificate, marking another significant
achievement in the integration of United Airlines and Continental
Airlines.

This regulatory milestone, while significant from an operational
policies and procedures perspective, does not change how
customers interact with the airline.  Customers of United and
Continental will continue to shop for flights, obtain seat
assignments and check flight status on each carrier's respective
Web site until the company migrates to a single passenger service
system in the first quarter of 2012.  At that point, from a
customer's perspective, the two carriers will function as one
airline.

"I would like to thank the teams at United, Continental, the FAA,
the Department of Transportation and the many regulatory
authorities around the globe who put tremendous time and effort
into our achieving a single operating certificate," said United's
president and chief executive officer, Jeff Smisek.  "While we
have much work ahead of us as we integrate these two great
carriers, this is a significant milestone."

The two carriers went through a rigorous 18-month process of
aligning operating policies and procedures to obtain a single
operating certificate from the FAA.  A team of more than 500
employees from both carriers worked together to evaluate closely
each pre-integration program, process and operating specification
from both airlines to determine the best choice for the new
United.  The team streamlined more than 440 operational manuals,
programs and procedures down to approximately 260 manuals for the
new United -- a process that involved roughly 2,000 changes.

Effective Nov. 30, air traffic control communications will refer
to all United and Continental flights as "United."  United and
Continental announced their merger in May 2010 and closed the
transaction on Oct. 1, 2010.

                     About United Continental

United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate a total of approximately 5,800
flights a day to 371 airports throughout the Americas, Europe and
Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston,
Los Angeles, New York, San Francisco, Tokyo and Washington, D.C.
United and Continental are members of Star Alliance, which offers
more than 21,200 daily flights to 1,172 airports in 181 countries
worldwide through its 28 member airlines. United's and
Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world.  For more
information about United Continental Holdings, Inc., go to
UnitedContinentalHoldings.com.  For more information about the
airlines, see http://www.united.com/and
http://www.continental.com/,and follow each company on Twitter
and Facebook.

UAL Corp and its affiliates including United Airlines filed for
Chapter 11 protection (Bankr. N.D. Ill. Case No. 02-8191) on Dec.
9, 2002 .  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.  Judge Eugene R. Wedoff confirmed a reorganization plan
for United on Jan. 20, 2006.  The Company emerged from bankruptcy
on Feb. 1, 2006.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B' issuer default rating from Fitch.

Fitch upgraded United Continental's IDR from 'B-' to 'B' in
September 2011, citing, "The upgrade follows a year of significant
debt reduction and strong free cash flow (FCF) generation since
the closing of the United-Continental merger on Oct. 1, 2010.  In
the face of heavy fuel cost pressure during the first half of
2011, UAL has consistently reported industry-leading revenue per
available seat mile (RASM) growth while funding heavy debt
maturities out of internally generated cash flow.


UNITED CONTINENTAL: Continues to Work on Labor Contracts
--------------------------------------------------------
For months, United Continental Holdings, Inc. has been working to
reach labor agreements with several work groups of its United
subsidiary before it could begin joint negotiations on combined
contracts, Jack Nicas of The Wall Street Journal reported.

Specifically, United Airline Flight Attendants, represented by
the Association of Flight Attendants-CWA, announced on January 7,
2012, that it successfully reached a tentative agreement with
management for 15,000 pre-merger United Flight Attendants.  The
agreement was reached with oversight from the National Mediation
Board through expedited mediation with airline management.

The Agreement is now subject to approval by the United Master
Executive Council (MEC), made up of the locally elected leaders
from the 14 United Flight Attendants domiciles.  The MEC
scheduled a special session for January 8, 2012.  Until that
time, full details of the Tentative Agreement will not be made
public.  If approved by the MEC, the Tentative Agreement will be
sent to the Membership for careful consideration and
ratification.

Separately, on December 29, 2011, about 5,500 United mechanics
represented by the International Brotherhood of Teamsters
ratified a new labor agreement with the company.  The company and
the IBT will soon commence negotiations for a joint collective
bargaining agreement for mechanics at both the United and
Continental subsidiaries.  Continental mechanics represented by
the IBT ratified their collective bargaining agreement in
November of 2010.  On November 11, 2011, the IBT reached a
tentative agreement on a labor contract for the mechanics.

A separate article by Gregory Karp of Chicago Tribune recognized
that perhaps the biggest challenge for United next year will be
successfully negotiating labor contracts with its various unions,
including pilots, flight attendants, mechanics, passenger service
agents and ramps agents.

Mr. Karp cited the pilots' contract to be likely the most
difficult and most costly to negotiate.  Two sides have been
negotiating for more than a year, the report noted.  Pilots who
were looking to recoup pay and benefits they lost in United's
bankruptcy from 2002 to 2006 have regularly staged informational
pickets about not having a new contract, he related.

Chicago Tribune said the company would receive financial benefits
in having a joint pilots' contract.  The problem is, the unions,
especially pilots, might ask for so much that the total cost
would far surpass any efficiency savings the company would reap,
the report related.

"If it will cost hundreds of millions of dollars in (pay) raises
in exchange for tens of millions of dollars in cost savings, for
example, the airline will probably just hold out," Seth Kaplan,
managing partner of Airline Weekly, told Chicago Tribune.
"They're not giving the pilots a blank check."

CEO Jeffery Smisek has said the company wants to seal deals with
all the unions, including pilots, adding that the deal has to be
fair to the company and workers, Chicago Tribune added.

In other developments, United Airlines' and Continental Airlines'
professional engineers and related employees rejected on
November 29, 2011, the unified representation sought by the
International Federation of Professional and Technical Engineers.
The IFPTE filed a representation application with the National
Mediation Board on June 30, 2011.  There were 346 engineers and
related employees eligible to participate in the election.

Meanwhile, the National Mediation Board set January 17, 2012 as
the starting date for a five-week election that can establish the
International Association of Machinists and Aerospace Workers as
the collective bargaining representative for 17,930 Passenger
Service and Reservation employees at the airline formed by the
merger of United Airlines, Continental Airlines and Continental
Micronesia.   The NMB will mail Voting Instructions to eligible
employees on January 17, 2012.  Election results will be
announced following a tally at 2 p.m. on February 21, 2012.

Separately, the AFA, which won election in June over the IAM to
represent the merged airline's flight attendants, said in a
statement the NMB will investigate the IAM's complaint alleging
the AFA's interference in the election, John Hughes of Bloomberg
News reported.

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.  Visit us at
www.unitedafa.org.

The Machinists Union is the largest airline union in North
America.  More information about the IAM's campaign is available
at www.voteiam.com

The IAM represents approximately 9,900 United Passenger Service
and Reservation employees.  Continental's 7,800 Passenger Service
and Reservation employees are unrepresented, and Continental
Micronesia's 230 employees are currently represented by another
union.

                     About United Continental

United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate a total of approximately 5,800
flights a day to 371 airports throughout the Americas, Europe and
Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston,
Los Angeles, New York, San Francisco, Tokyo and Washington, D.C.
United and Continental are members of Star Alliance, which offers
more than 21,200 daily flights to 1,172 airports in 181 countries
worldwide through its 28 member airlines. United's and
Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world.  For more
information about United Continental Holdings, Inc., go to
UnitedContinentalHoldings.com.  For more information about the
airlines, see http://www.united.com/and
http://www.continental.com/,and follow each company on Twitter
and Facebook.

UAL Corp and its affiliates including United Airlines filed for
Chapter 11 protection (Bankr. N.D. Ill. Case No. 02-8191) on Dec.
9, 2002 .  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.  Judge Eugene R. Wedoff confirmed a reorganization plan
for United on Jan. 20, 2006.  The Company emerged from bankruptcy
on Feb. 1, 2006.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B' issuer default rating from Fitch.

Fitch upgraded United Continental's IDR from 'B-' to 'B' in
September 2011, citing, "The upgrade follows a year of significant
debt reduction and strong free cash flow (FCF) generation since
the closing of the United-Continental merger on Oct. 1, 2010.  In
the face of heavy fuel cost pressure during the first half of
2011, UAL has consistently reported industry-leading revenue per
available seat mile (RASM) growth while funding heavy debt
maturities out of internally generated cash flow.


UNITED CONTINENTAL: Fourth Quarter Domestic ASMs Decrease 4.8%
--------------------------------------------------------------
United Continental Holdings, Inc., filed with the U.S. Securities
and Exchange Commission on December 22, 2011, an investor update
providing forward-looking information for the fourth quarter and
full year 2011.

United Continental Vice President and Controller Chris Kenny
said all year-over-year comparisons in the Dec. 22 Investor
Update are based on the pro-forma combined company financial
statements previously published in United Continental's investor
updates in November 2010, December 2010, April 2011, June 2011,
July 2011, September 2011 and October 2011.

                          Capacity

The Company estimates its fourth quarter 2011 combined
consolidated domestic available seat miles to decrease 4.8% and
combined consolidated international ASMs to decrease 0.2% for a
combined consolidated system ASMs decrease of 2.9% as compared to
the same period in the prior year.  For the full year, the
Company estimates its combined consolidated system ASMs to
decrease 0.3% year-over-year.

                     Revenue Guidance

The Company expects fourth quarter consolidated passenger revenue
per ASM to grow between 8.5% and 9.5% year-over-year and full
year consolidated PRASM to grow between 9.0% and 10.0% year-over-
year.  The Company expects fourth quarter cargo and other revenue
to be between $1.04 billion and $1.08 billion.

                  Non-Fuel Expense Guidance

The Company expects fourth quarter consolidated cost per ASM
(CASM), excluding fuel, profit sharing, certain accounting
charges and merger-related expenses to be up 2.2% to 2.7% year-
over-year.  For the full year, the Company expects CASM,
excluding fuel, profit sharing, certain accounting charges and
merger-related expenses to be up 2.1% to 2.4% year-over-year.

In an effort to provide more meaningful disclosure, going forward
the Company will provide non-fuel CASM guidance excluding
ancillary business expenses not associated with the generation of
a seat mile (third-party businesses), Mr. Kenny said.  These
ancillary businesses include activities such as maintenance,
ground handling and catering services for third parties and non-
air mileage redemptions, he cited.  The Company expects to record
approximately $240 million of ancillary business expenses in 2011
and corresponding revenue associated with these activities is
included in the other revenue guidance provided, he disclosed.
Following the Fourth Quarter and Full Year 2011 Financial Outlook
section of this Investor Update is a table of mainline and
consolidated CASM excluding fuel, profit sharing and ancillary
business expense and aggregate ancillary business expense by
quarter for 2011.  The Company will begin reporting CASM
excluding ancillary business expenses with its fourth quarter
2011 earnings release in January 2012, he told the SEC.

                      Fuel Expense

The Company estimates its consolidated fuel price, including the
impact of settled cash hedges, to be $3.22 per gallon for the
fourth quarter and $3.07 per gallon for the full year based on
the forward curve as of Dec. 15, 2011.

                 Non-Operating Income/(Expense)

The Company estimates fourth quarter non-operating expense to be
between $195 million and $215 million.  For the full year, the
Company estimates non-operating expense to be between $985
million and $1,005 million.  Non-operating income/(expense)
includes interest expense, capitalized interest, interest income
and other non-operating income/(expense).

          Profit Sharing and Stock Based Compensation

The Company pays 15% of total GAAP pre-tax profits, excluding
special items and stock compensation program expense, as profit
sharing to employees when pre-tax profit, excluding special
items, profit sharing expense and stock compensation program
expense, exceeds $10 million.  Profit sharing expense is accrued
on a year-to-date basis, and $242 million has been accrued
through the third quarter of 2011.  Stock compensation expense
for the purposes of the profit sharing calculation is estimated
to be approximately $10 million in the fourth quarter and $37
million for the full year 2011.

           Capital Expenditures and Scheduled Debt
                 and Capital Lease Payments

In the fourth quarter, the Company expects approximately $205
million of gross and net capital expenditures excluding purchase
deposits of $17 million.  For the full year, excluding $139
million of purchase deposits, the Company expects approximately
$850 million of gross capital expenditures and $720 million net
capital expenditures.

The Company estimates scheduled debt and capital lease payments
for the fourth quarter to be $0.4 billion.  For the full year,
the Company estimates scheduled debt and capital leases to be
$2.4 billion.  Including all debt pre-payments year-to-date, the
Company expects debt and capital lease payments of $2.6 billion
in 2011.

                 New Revolving Credit Facility

The Company entered into a new $500 million revolving credit
facility with a syndicate of banks, led by Citibank, N.A., as
administrative agent.  The facility terminates on January 30,
2015 and is secured by certain take-off and landing slots at
Newark Liberty International, LaGuardia and Ronald Reagan
Washington National Airports and certain other assets of United
and Continental.  The Company terminated its prior $255 million
revolving credit facility on December 21, 2011.

                     Liquidity Position

The Company expects to end the year with approximately $8.3
billion in unrestricted liquidity, including approximately $7.8
billion of unrestricted cash, cash equivalents and short-term
investments and an additional $500 million in undrawn commitments
under the new revolving credit facility.

                           Taxes

The Company currently expects to record minimal cash taxes in
2011.

                Advance Booked Seat Factor
         (Percentage of Available Seats that are Sold)

Compared to the same period last year, for the next six weeks,
mainline domestic advance booked seat factor is up 3.7 points,
mainline international advance booked seat factor is flat,
mainline Atlantic advance booked seat factor is down 1.8 points,
mainline Pacific advance booked seat factor is down 2.7 points
and mainline Latin America advance booked seat factor is up 3.3
points.  Regional advance booked seat factor is up 2.1 points.

                 Fuel Price Sensitivity

The table below outlines the Company's estimated settled hedge
impacts at various crude oil prices, based on the hedge portfolio
as of Dec. 15, 2011:

Cash Settled
Crude Oil Price  Hedge Impact   1Q11   2Q11   3Q11   4Q11   FY11
---------------  ------------   ----   ----   ----   ----   ----
$110 per Barrel  Fuel Price
                Excluding
                Hedge ($/gal) $2.94  $3.38  $3.24  $3.24  $3.21

                Increase/
                (Decrease) to
                Fuel Expense
                ($/gal)      ($0.16)($0.27)($0.08) $0.01  $0.13

$105 per Barrel  Fuel Price
                Excluding
                Hedge
                ($/gal)       $2.94  $3.38  $3.24  $3.22  $3.20

                Increase/
                (Decrease) to
                 Fuel Expense
                ($/gal)      ($0.16)($0.27)($0.08)($0.02)($0.12)

$100 per Barrel  Fuel Price
                Excluding
                Hedge
                ($/gal)       $2.94  $3.38  $3.24  $3.20  $3.20

                Increase/
                (Decrease) to
                Fuel Expense
                ($/gal)      ($0.16)($0.27)($0.08) $0.02 ($0.12)

$98.95 per       Fuel Price
Barrel           Excluding
                Hedge
                ($/gal)       $2.94  $3.38  $3.24  $3.20  $3.20

                Increase/
                (Decrease) to
                Fuel Expense
                ($/gal)      ($0.16)($0.27)($0.08) $0.02 ($0.12)

$95 per Barrel   Fuel Price
                Excluding
                Hedge
                ($/gal)       $2.94  $3.38  $3.24  $3.18  $3.19

                Increase/
                (Decrease) to
                Fuel Expense
                ($/gal)      ($0.16)($0.27)($0.08) $0.03 ($0.12)

$90 per Barrel   Fuel Price
                Excluding Hedge
                ($/gal)       $2.94  $3.38  $3.24  $3.16  $3.19

                Increase/
                (Decrease) to
                Fuel Expense
                ($/gal)      ($0.16)($0.27)($0.08) $0.03 ($0.12)

$85 per Barrel   Fuel Price
                Excluding
                Hedge
                ($/gal)       $2.94  $3.38  $3.24  $3.14  $3.18

                Increase/
                (Decrease) to
                Fuel Expense
                ($/gal)      ($0.16)($0.27)($0.08) $0.03 ($0.12)

$80 per Barrel   Fuel Price
                Excluding
                Hedge
                ($/gal)       $2.94  $3.38  $3.24  $3.12  $3.18

                Increase/
                (Decrease) to
                Fuel Expense
                ($/gal)      ($0.16)($0.27)($0.08) $0.04 ($0.12)

$75 per Barrel   Fuel Price
                Excluding
                Hedge
                ($/gal)       $2.94  $3.38  $3.24  $3.08  $3.17

                Increase/
                (Decrease) to
                Fuel Expense
                ($/gal)      ($0.16)($0.27)($0.08) $0.04 ($0.12)

$70 per Barrel   Fuel Price
                Excluding
                Hedge
                ($/gal)       $2.94  $3.38  $3.24  $3.08  $3.17

                Increase/
                (Decrease) to
                Fuel Expense
                ($/gal)      ($0.16)($0.27)($0.08) $0.05 ($0.12)

A full-text copy of the Dec. 22 Investor Update is available for
free at: http://ResearchArchives.com/t/s?7775

                         *     *     *

Dahlman Rose & Co. cut its fourth quarter profit estimate for
United Continental to 25 cents a share from 50 cents a share to
account for the Company's lower capacity and traffic forecasts,
Chicago Tribune reported.

United Continental expects consolidated passenger revenue per
available seat mile, which is an important measure called unit
revenue, to grow between 8.5% and 9.5% in the fourth quarter,
Chicago Tribune noted.

Helane Becker, an analyst with Dahlam & Rose, told Chicago
Tribune that her firm had estimated 10% growth in quarterly unit
revenue.  Ms. Becker said United would likely benefit in Chicago,
Los Angeles and the Atlantic from the restructuring of American
Airlines, the report said.

Likewise, Ticonderoga Securities analyst James Higgins reduced
his fourth-quarter profit estimate on United Continental to 16
cents a share from 43 cents a share, Chicago Tribune relayed.
Mr. Higgins wrote in a note to clients that exposure to mainland
Asia revenue could be creating more revenue uncertainty for
United than for other airlines, according to the report.  "We
like the carrier's longer-term prospects but are a bit wary of
near-term revenue trends," Mr. Higgins wrote, notes the report.

Analysts on average expect 46 cents a share, according to
Thompson Reuters, the report said.

                     About United Continental

United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate a total of approximately 5,800
flights a day to 371 airports throughout the Americas, Europe and
Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston,
Los Angeles, New York, San Francisco, Tokyo and Washington, D.C.
United and Continental are members of Star Alliance, which offers
more than 21,200 daily flights to 1,172 airports in 181 countries
worldwide through its 28 member airlines. United's and
Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world.  For more
information about United Continental Holdings, Inc., go to
UnitedContinentalHoldings.com.  For more information about the
airlines, see http://www.united.com/and
http://www.continental.com/,and follow each company on Twitter
and Facebook.

UAL Corp and its affiliates including United Airlines filed for
Chapter 11 protection (Bankr. N.D. Ill. Case No. 02-8191) on Dec.
9, 2002 .  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.  Judge Eugene R. Wedoff confirmed a reorganization plan
for United on Jan. 20, 2006.  The Company emerged from bankruptcy
on Feb. 1, 2006.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B' issuer default rating from Fitch.

Fitch upgraded United Continental's IDR from 'B-' to 'B' in
September 2011, citing, "The upgrade follows a year of significant
debt reduction and strong free cash flow (FCF) generation since
the closing of the United-Continental merger on Oct. 1, 2010.  In
the face of heavy fuel cost pressure during the first half of
2011, UAL has consistently reported industry-leading revenue per
available seat mile (RASM) growth while funding heavy debt
maturities out of internally generated cash flow.


UNITED GILSONITE: Wants to Extend Exclusive Period to July 16
-------------------------------------------------------------
United Gilsonite Laboratories asks the Bankruptcy Court for an
order further extending the exclusive periods of time within which
to file a plan of reorganization and solicit acceptances thereof
by 180 days, through and including July 16, 2012, and Sept. 13,
2012, respectively.  The Debtor's exclusive period to file a plan
of reorganization is set to expire on Jan. 17, 2012, and its
exclusive solicitation period is set to expire 60 days thereafter,
on Mar. 19, 2012.

Mark B. Conlan, Esq., at Gibbons P.C., notes that since the
Petition Date, the Debtor has made substantial initial progress
toward formulation of a plan.  As part of its plan, the Debtor
intends to utilize the provisions of section 524(g) of the
Bankruptcy Code, which permit the Court to enter an injunction
channeling all existing and future asbestos-related personal
injury claims to a trust established in accordance with the
requirements of section 524(g).

The Debtor believes that this second extension of its Exclusivity
Periods will allow the Debtor the time to make significant
progress towards the drafting, negotiating and filing of a chapter
11 plan of reorganization.

The Debtor is hopeful that a plan of reorganization will be
developed in a timely manner once an estimate of the present and
future asbestos liability has been arrived at.  Once that
estimated liability has been determined, the Debtor will need
adequate time to negotiate with the insurance carriers regarding
an acceptable plan.

Mr. Conlan assures that the Debtor's Motion for an extension of
the Exclusive Periods is not a negotiations tactic.  The Debtor
has acted in good faith in moving the case along and in keeping
the Committee and Asbestos Claimants fully informed as to all
developments.

                       About United Gilsonite

Scranton, Pennsylvania-based United Gilsonite Laboratories, a
Pennsylvania Corporation, is a small family-owned corporation
engaged in the manufacturing of wood and masonry finishing
products and paint sundries.  It filed for Chapter 11 bankruptcy
protection on March 23, 2011 (Bankr. M.D. Pa. Case No. 11-02032).
Mark B. Conlan, Esq., at Gibbons P.C., serves as the Debtor's
bankruptcy counsel.  Joseph M. Alu & Associates P.C. serves as
accountants.  K&L Gates LLP serves as special insurance counsel.
Lenahan & Dempsey, P.C., Wilbraham, Lawler & Buba, and Steptoe &
Johnson LLP serve as professionals in the ordinary course of the
Debtor's business.  Garden City Group is the claims and notice
agent.  The Company disclosed $21,084,962 in assets and $3,008,688
in liabilities as of the Chapter 11 filing.

Roberta A. DeAngelis, United States Trustee for Region 2,
appointed five creditors to serve on an Official Committee of
Unsecured Creditors of United Gilsonite Laboratories.  Montgomery,
McCracken, Walker & Rhoads, LLP, represents the Committee.


VERSO PAPER: Moody's Affirms 'B2' Corp. Family Rating
-----------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family (CFR)
and probability of default ratings for Verso Paper Finance
Holdings LLC (Verso), while at the same time, lowering Verso's
speculative grade liquidity rating (SGL) to SGL-3, indicating
adequate liquidity, from SGL-2, which indicates good liquidity.
The revised liquidity rating stems principally from the near-term
(August 2012) expiry of Verso's revolving credit facility. The
company's instrument ratings were also affirmed (see ratings
listed below) and the rating outlook remains stable.

Downgrades:

Issuer: Verso Paper Holdings LLC

  Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
  SGL-2

Ratings Rationale

Verso's B2 corporate family rating primarily reflects the
company's vertically integrated, relatively low cost asset base
and its scale as the second largest producer of coated papers in
North America. The rating also considers the company's significant
debt load, its narrow product focus and the expectation that the
company will continue to face secular demand declines for its
primary products.

The downgrade in the liquidity rating to SGL-3 from SGL-2 reflects
the August 2012 maturity of the company's undrawn $200 million
senior secured revolver. The revolver, which has approximately $40
million of letters of credit utilization, is not considered a
source of liquidity since it matures in less than 12 months. At
September 30, 2011, the company reported cash on hand of $52
million and we expect the company will generate modest positive
free cash flow over the next 12 months. Other than the revolver,
the company has no debt maturing in 2012 and has approximately $83
million of debt maturing in 2013. Most of the company's assets are
encumbered and the company does not have any financial covenants.

The outlook on Verso's ratings is stable, reflecting expectations
that the company will be able to refinance its debt obligations on
a timely basis and that industry fundamentals will allow the
company to maintain credit protection measures appropriate for its
current rating. Moody's will consider an upgrade if RCF/TD were to
approach 10% with (RCF-CapEx)/TD approaching 5%, both metrics on a
normalized and sustainable basis. Downward rating pressure is
likely to develop if Moody's believes that Verso will not be able
to refinance its debt obligations on a timely basis or if Verso's
normalized RCF/TD and (RCF-CapEx)/TD drop below 5% and 2%,
respectively, for a sustained period of time.

The principal methodology used in rating Verso was the Global
Paper and Forest Products Industry Methodology published in
September 2009. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Headquartered in Memphis, Tennessee, Verso is the second largest
coated paper producer in North America with a 20% coated
groundwood market share and about 12% coated freesheet market
share. The company operates 9 paper machines at four mills with
total paper production capacity of approximately 1.7 million tons.


VILLAGE AT PENN STATE: To Sell Facility at Jan. 30 Auction
----------------------------------------------------------
The Village at Penn State Retirement Community is accepting bids
for its continuing care retirement community until Jan. 20.

The Debtor already has a deal with Liberty Lutheran Housing
Development Corporation to serve as stalking horse bidder in the
asset sale.  Liberty is offering $18 million.

Other key terms of the Liberty deal are:

     * The Purchased Assets do not include cash and cash
       equivalents including cash held by Wells Fargo Bank,
       National Association, as Indenture Trustee to Series 2002
       bonds, nor do they include causes of action belonging to
       the Debtor -- other than certain funds held with respect to
       refund obligations, and certain ordinary course of business
       actions;

     * The Closing Date is set to occur within 120 days of the
       Sale Order, subject to extension as provided in the Asset
       Purchase Agreement.

     * Liberty will pay the purchase price for the Purchased
       Assets directly to Wells Fargo;

     * Liberty agrees to assume the various residency agreements
       and honor refund obligations; and

     * Pennsylvania State University consents to the sale of the
       Purchased Assets to Liberty and agrees to enter into an
       amended or replacement ground lease and license agreement.

Court papers filed by the Debtor said its broker RBC Capital
Markets, the Debtor and the Indenture Trustee reviewed five
proposals, and conducted interviews with each of the potential
purchasers.  From this process, two parties emerged as having
submitted the strongest bids.  Each of these parties executed a
letter of intent to purchase the Facility, subject to additional
due diligence.  Ultimately, through this process, Liberty was
chosen by the Debtor's Board of Directors as having submitted the
highest and best bid for the purchase of the Facility.  The
Liberty offer was selected, in part, because of its ability to
successfully consummate the contemplated transaction.

The Debtor will test Liberty's offer at an auction on Jan. 31 at
the offices of its bankruptcy counsel, McElroy, Deutsch, Mulvaney
& Carpenter LLP, in Philadelphia, Pennsylvania.  The Debtor will
seek approval of the sale at a Feb. 3 hearing.  The Debtor will
pay Liberty a $375,000 breakup fee in the event the Debtor closes
a deal with another buyer.

Objections to the sale are due Jan. 20.

Liberty is a non-insider.  It is represented in the case by:

         Vincent J. Marriott, III, Esq.
         BALLARD SPAHR LLP
         1735 Market Street, 51st Floor
         Philadelphia, PA , 19103
         Tel: 215-665-8500
         Fax: 215-864-9762
         E-mail: marriott@ballardspahr.com

                    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 in the case due to insufficient response from
creditors.

Wilmarie Gonzalez has been appointed as Long-term Care Ombudsman.
She is represented by Cynthia A. Haines -- cihaines@pa.gov -- and
Harriet F. Withstandley at Commonwealth of Pennsylvania Department
of Aging.


VILLAGE AT PENN STATE: Sec. 341 Meeting Rescheduled to Jan. 24
--------------------------------------------------------------
The U.S. Trustee for Region 3 rescheduled the Meeting of Creditors
pursuant to Sec. 341(a) in the bankruptcy case of The Village at
Penn State Retirement Community to Jan. 24, 2012, at 11:00 a.m. at
Federal Bldg, Trustee Hearing Rm, Rm 1160, 11th Fl, 228 Walnut
St., in Harrisburg, Pennsylvania.  The meeting was originally set
for Jan. 4.

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 in the case due to insufficient response from
creditors.

Wilmarie Gonzalez has been appointed as Long-term Care Ombudsman.
She is represented by Cynthia A. Haines -- cihaines@pa.gov -- and
Harriet F. Withstandley at Commonwealth of Pennsylvania Department
of Aging.


VITRO SAB: Wins Two More Skirmishes With Bondholders
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Vitro SAB de CV won two more skirmishes this week
with bondholders opposing the glassmaker's reorganization in a
court in Mexico.  As he has before, the bankruptcy judge qualified
his latest ruling by saying that Vitro eventually may lose when
the principal issues come to his court for final ruling.

The report relates that last month, U.S. Bankruptcy Judge Harlin
"Cooter" Hale in Dallas ruled that the bondholders' lawsuit
brought against non-bankruptcy Vitro subsidiaries in a state court
in New York was automatically halted by virtue of the Vitro
parent's Chapter 15 case.  In the suit, bondholders were asking
the state judge to compel the subsidiaries to vote against the
parent's reorganization plan.

According to the report, the bondholders appealed and briefly won
stays in both the federal district court and the U.S. Circuit
Court of Appeals in New Orleans.  The appeals court dissolved the
stay on Jan. 6.  The case went back to Judge Hale with
instructions that he supplement his December ruling by deciding
two additional questions.

Mr. Rochelle discloses that Judge Hale decided the two new issues
in favor of Vitro on Jan. 9.  The next day, he denied the
bondholders a stay pending appeal.  In his seven-page opinion on
Jan. 9, Judge Hale gave two more reasons the New York state suit
violated the so-called automatic stay arising in the Vitro
parent's Chapter 15 case in Dallas.

Mr. Rochelle notes that in the last paragraph of his Jan. 9
opinion, Judge Hale alluded to how the bondholders oppose Vitro's
plan because it's based on voting $1.9 billion in subsidiaries'
claims to overcome negative votes among holders of the $1.2
billion in defaulted bonds opposed to the reorganization.  The
bondholders also don't like the plan because it allows current
shareholders to retain ownership although the bonds aren't paid in
full.  Judge Hale said that he will decide whether the two issues
are so offensive to U.S. public policy that he ultimately won't
enforce the Vitro plan in the U.S. He said that he won't address
those issues until after the Mexican court rules on whether it
will approve the reorganization.

The bondholders are asking for a direct appeal to the circuit
court in New Orleans, overstepping an intermediate appeal to the
district court in Dallas.

The appeal in the circuit court was Ad Hoc Group of Vitro
Noteholders v. Vitro SAB de CV (In re Vitro SAB de CV),
11-11239, 5th U.S. Circuit Court of Appeals (New Orleans).  The
appeal in district court was In re Vitro SAB de CV, 11-3554,
U.S. District Court, Northern District of Texas (Dallas).  The
injunction in state court that Judge Hale found to violate the
automatic stay is Wilmington Trust NA v. Vitro Automotriz SA de
CV, 653459-2011, Supreme Court of the State of New York, County
of New York (Manhattan).

                           About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer would be consummated
with a bankruptcy filing in Mexico and Chapter 15 filing in the
United States.  Vitro said noteholders would recover as much as
73% by exchanging existing debt for cash, new debt or convertible
bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push
through a plan to buy back or swap US$1.2 billion in debt from
bondholders based on the vote of US$1.9 billion of intercompany
debt when third-party creditors were opposed.  Vitro as a result
dismissed the first Chapter 15 petition following the ruling by
the Mexican court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-
11754).

The Vitro parent told the Mexico stock exchange that it received
sufficient acceptances of its reorganization pending in a court
in Monterrey.  The approval vote was evidently obtained using
claims of affiliates.  The bondholders are opposing the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.  Bondholders
previously cited an "independent analyst" who estimated the
Mexican plan was worth 49% to 54% of creditors' claims.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are
Vitro Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case
No.10-47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-
47473); Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-
47474); Super Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-
47475); Super Sky International, Inc. (Bankr. N.D. Tex. Case No.
10-47476); VVP Holdings, LLC (Bankr. N.D. Tex. Case No. 0-47477);
Amsilco Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478);
B.B.O. Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479);
Binswanger Glass Company (Bankr. N.D. Tex. Case No. 10-47480);
Crisa Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP
Finance Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP
Auto Glass, Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47484); and Vitro
Packaging, LLC (Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.


VUANCE LTD: Incurs $230,000 Net Loss in Third Quarter
-----------------------------------------------------
Vuance Ltd. filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 6-K reporting a net loss of
US$230,000 on US$1.94 million of revenue for the three months
ended Sept. 30, 2011, compared with a net loss of US$629,000 on
US$2.29 million of revenue for the same period a year ago.

The Company reported a net loss of $2.0 million on $7.4 million of
revenue for 2010, compared with a net loss of $5.1 million on
$9.3 million of revenue for the same period of 2009.

For the nine months ended Sept. 30, 2011, the Company reported net
income of US$16,000 on US$5.98 million of revenue for the nine
months ended Sept. 30, 2011, compared with a net loss of US$2.02
million on US$5.50 million of revenue for the same period during
the prior year.

The Company's balance sheet at Sept. 30, 2011, showed US$1.89
million in total assets, US$9.32 million in total liabilities and
a US$7.43 million total shareholders' deficit.

Fahn Kanne & Co., in Tel Aviv, Israel, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
substantial losses and negative cash flows from operations since
its inception and, as of Dec. 31, 2010, the Company had an
accumulated deficit of $49.3 million and a shareholders' deficit
of $7.9 million.

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

                        http://is.gd/59g7jo

                         About Vuance Ltd.

Qadima, Israel-based Vuance Ltd. is a leading provider of Wireless
Identification Solutions.  The Company currently offers an Active
RFID technology, a long, active radio frequency identification
equipment that utilizes active radio frequency communications to
track assets, people and objects for potential governmental agency
and commercial customers.


WEST COAST: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: West Coast Acquisitions Inc.
        dba West Coast Forest Products
        19406 68th Drive NE
        Arlington, WA 98223

Bankruptcy Case No.: 12-10172

Chapter 11 Petition Date: January 9, 2012

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

Judge: Karen A. Overstreet

Debtor's Counsel: Christine M Tobin-Presser, Esq.
                  BUSH STROUT & KORNFELD LLP
                  601 Union St Ste 5000
                  Seattle, WA 98101
                  Tel: (206) 292-2110
                  E-mail: ctobin@bskd.com

Scheduled Assets: $1,348,955

Scheduled Liabilities: $1,894,303

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wawb12-10172.pdf

The petition was signed by Stephen A. Shriver, president.


WESTERN WOOD: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Western Wood Products, Inc., a Wyoming profit corporation
        aka Western Wood Products
        P.O. Box 1414
        Raton, NM 87740

Bankruptcy Case No.: 12-10057

Chapter 11 Petition Date: January 9, 2012

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: James S. Starzynski

Debtor's Counsel: William F. Davis, Esq.
                  WILLIAM F. DAVIS & ASSOCIATES, P.C.
                  6709 Academy NE, Suite A
                  Albuquerque, NM 87109
                  Tel: (505) 243-6129
                  Fax: (505) 247-3185
                  E-mail: daviswf@nmbankruptcy.com

Scheduled Assets: $5,337,437

Scheduled Liabilities: $5,943,410

A copy of the list of 19 largest unsecured creditors is
available for free at http://bankrupt.com/misc/nmb12-10057.pdf

The petition was signed by Raymond D. Levengood, president.


WHITESTONE HOUSTON: Contour Entertainment In Talks to Buy Project
-----------------------------------------------------------------
Cynthia Calvert at Our Tribune reports that Whitestone Houston
Land Ltd.'s schedules showed total debt to secured creditors of
$20,167,465.  Whitestone also owes $808,179 to various unsecured
creditors.

The report also says the Company has a restructuring plan and a
hearing will be held Jan. 23, 2012.

Ms. Calvert reports that Whitestone owns 1,564 acres near New
Caney, Texas, a portion of which includes the planned EarthQuest
theme park and museum.  The EarthQuest theme park and museum has
been promoted for years as a soon-to-come entertainment center
with retail shopping, a water park, hotels, an eco-tourism area,
and a residential development, along with a dinosaur area.  The
project grew from $50 to $500 million+ with numerous delays in
breaking ground.  To date, no construction has occurred.

Frank McCrady, President and CEO of the East Montgomery County
Improvement District, which is among those supporting the project
and is owed $225,000 by Whitestone under an unsecured note, said
Contour Entertainment from Los Angeles is "currently working with
the bank and hopes to purchase the property eventually."

Whitestone's creditors include J.R. Moore, Jr. Tax Assessor, owed
$15,970.81 and $45,939.98; County of Montgomery Tax Office, owed
$61,943.94; and Hillcrest Bank, owed $20,043,611.21.

Whitestone's unsecured creditors include Anco-McDonald Waterworks,
owed $5,385; Bracewell & Guiliani LLP, $952.50; Cindy A Schmidt,
$2,521.57; Coasts, Rose, Yale Ryman & Lee, $3858.83; East
Montgomery County Improvement District, $225,000; Hayne and
Associates PC, $155; Hesse & Hesse LLP, $225; Ryan & Company PC,
$1025; Sammons Realty Corp., $275,683.88; Texas Commission-
Environmental Quality, $2,565.38; Thompson & Knight LLP,
$11,978.74, and WMA Whitestone Land LP, $278,828.38.

Based in Dallas, Texas, Whitestone Houston Land, Ltd., is a
limited partnership whose general partner is Whitestone Houston
Holdings LLC.  Whitestone Houston Land filed for Chapter 11
protection (Bankr. E.D. Tex. Case No. 11-42400) on Aug. 1, 2011.
Joyce W. Lindauer, Esq., represents the Debtor.  The Debtor listed
assets of between $1 million and $10 million, and debts of $10
million and $50 million.


WPCS INTERNATIONAL: Five Directors Elected at Annual Meeting
------------------------------------------------------------
WPCS International Incorporated held its annual meeting of
stockholders on Dec. 21, 2011, at which the Company's stockholders
approved two proposals.  The Company's stockholders elected five
individuals to the Board of Directors, namely:

   (1) Andrew Hidalgo;
   (2) Michael Doyle;
   (3) Norm Dumbroff;
   (4) Neil Hebenton; and
   (5) William Whitehead.

The Company's stockholders ratified the appointment of J.H. Cohn
LLP as the Company's independent registered public accounting firm
for the fiscal year ending April 30, 2012.

                      About WPCS International

Exton, Pennsylvania-based WPCS International Incorporated provides
design-build engineering services that focus on the implementation
requirements of communications infrastructure.  The Company
provides its engineering capabilities including wireless
communication, specialty construction and electrical power to the
public services, healthcare, energy and corporate enterprise
markets worldwide.

The Company's balance sheet at Oct. 31, 2011, showed $51.88
million in total assets, $27.17 million in total liabilities and
$24.70 million in total equity.

As reported by the TCR on Dec. 8, 2011, WPCS International and its
United Stated based subsidiaries, previously entered into a loan
agreement, dated April 10, 2007, as extended, modified and amended
several times, with Bank of America, N.A.  The Company is seeking
alternative debt financing and has conducted discussions with
other senior lenders to replace the Loan Agreement.  The Company
may not be successful in obtaining alternative debt financing or
additional financing sources may not be available on acceptable
terms.  If the Company is required to repay the Loan Agreement,
the Company has sufficient working capital to repay the
outstanding borrowings.


ZOO ENTERTAINMENT: MMB Provides $250,000 Additional Funding
-----------------------------------------------------------
Zoo Publishing, Inc., a wholly-owned subsidiary of Zoo
Entertainment, Inc., entered into the First Amendment to Second
Amended and Restated Factoring and Security Agreement with Panta
Distribution, LLC, and MMB Holdings LLC, pursuant to which the
parties agreed to amend that certain Second Amended and Restated
Factoring and Security Agreement dated as of Oct. 28, 2011, by and
between Zoo Publishing, Panta and MMB.

Pursuant to the Factoring Agreement Amendment, MMB agreed to
provide $250,000 in additional funding to Zoo Publishing under the
Factoring Agreement.  The Additional Funding will bear interest at
the lesser of a rate of 15% per annum, or the maximum rate
permitted by law.  MMB will retain $75,000 of the Additional
Funding to be applied against legal fees and expenses incurred by
it that are reimbursable by Zoo Publishing under the Factoring
Agreement.  As a condition to the consummation of the Factoring
Agreement Amendment, Zoo Publishing granted to MMB a first
priority interest in all 100% of the issued and outstanding stock
of indiePub, Inc., a wholly-owned subsidiary of Zoo Publishing,
which interest is in addition to any and all interests which MMB
has under the Factoring Agreement.

MMB, a limited liability company organized under the laws of
Delaware, is owned by David E. Smith, a former director of the
Company, and Jay A. Wolf, Executive Chairman of the Board of
Directors of the Company.  Each of Mr. Smith and Mr. Wolf is a
member, equity owner, and officer or manager, as the case may be,
of MMB, and Mr. Smith is the managing member of Mojobear Capital,
the managing member of MMB.

Effective Jan. 4, 2012, David E. Smith resigned as a director of
the Company.  At the time of his resignation, Mr. Smith was a
member of the Company's Nominating Committee.  Mr. Smith's
resignation was not in connection with any disagreement with the
Company relating to the Company's operations, policies or
practices.

                      About Zoo Entertainment

Cincinnati, Ohio-based Zoo Entertainment, Inc. (NASDAQ CM: ZOOG)
is a developer, publisher and distributor of interactive
entertainment for Internet-connected consoles, handheld gaming
devices, PCs, and mobile devices.

The Company reported a net loss of $19.74 million on $8.59 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $837,000 on $43.71 million of revenue for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $6.19
million in total assets, $13.03 million in total liabilities and a
$6.84 million total stockholders' deficit.

As reported in the TCR on Apr 26, 2011, EisnerAmper LLP, in
Edison, N.J., expressed substantial doubt about Zoo
Entertainment's ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company has both incurred losses and experienced net cash
outflows from operations since inception.


* Junk Defaults Falling in U.S. While Rising in Europe
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Moody's Investors Service said this week that
defaults among junk-rated companies are falling in the U.S., while
increasing in Europe, Moody's Investors Service said in a report
this week.

According to the report, in the U.S., the default rate for junk
companies inched down to 1.8% at the end of the fourth quarter
from 2% when the third quarter ended. In Europe, the junk default
rate almost doubled, rising from 1.4% at the end of the third
quarter to 2.7% when 2011 drew to a close.  As further evidence of
the reversal of fortunes on opposite sides of the Atlantic, the
junk default rate one year ago was 3.4% in the U.S. and 2.3% in
Europe.

For 2011 as a whole, there were 36 defaults among issuers rated by
Moody's. The last quarter had 19 defaults. In 2010, defaults
totaled 61.

Worldwide, banking and energy were the most prone to failure, with
five defaults each. The bank defaults were all in Europe. For the
entire year, the U.S. produced 26 of the defaults. The others were
in Europe.

The percentage of junk-rated companies with debt trading at
distress level declined fractionally to 24.1% at the close of the
fourth quarter from 24.6% the period before. One year earlier, the
distress index was 10.5%. Debt is deemed distressed if the yield
is 10 percentage points more than
comparable Treasury securities.

Moody's remarked there were few defaults in 2011, "despite weak
fundamental macroeconomics and despite credit spreads more
typically associated with distress."


* BOOK REVIEW: Fraudulent Conveyances
-------------------------------------
Author: Orlando F. Bump
Publisher: Beard Books, Washington, D.C. 2000 (reprint of book
first published in 1872 by Orlando F. Bump)
657 pages
$34.95 trade paper
ISBN 1-893122-78-6

The book is a legal classic for adding American law on fraudulent
conveyances up to the 1870s when it first appeared to English law
going back much further; which in turn grew out of Roman law.
Bump's first chapter on the history of such law will be of
interest to readers looking for this perspective; though the large
bulk of the content is a meticulous, lawyerly organization and
expounding of the many facets of the law on fraudulent conveyances
as this has formed over centuries.

As Bump notes, this area of law has a larger number of "opposing
authorities . . . than can be found in any other branch of the
law."  In order to keep the treatment as simple as possible while
still being true to its many facets and opposing authorities and
relevant to legal practice of readers for whom it is intended, the
author takes fraudulent conveyances as a part of common law. "This
work simply considers the subject as it was at common law with the
remedies afforded by the common law."  Bump's treatment thus does
not go into criminal law or law with reference to statutes.
Though statutes regarding fraudulent conveyances have been passed
in each state, these statutes have basically copied Elizabethan
Anglo-Saxon law and have "always been considered as merely
declaratory of the common law."  Since there is thus no wide or
radical difference between common law and state statutes
concerning fraudulent conveyance, nearly all of Bump's work bears
as well on law associated with the statutes.  He brings this up in
the work's Preface so readers will understand the framework by
which he treats the subject.  In the regular text, Bump does not
take up state fraudulent conveyance statutes except where ones
vary from the common law "to warn the practitioner [reader] that
the text is not applicable to his particular State."  The author
does not however discuss grounds for this variance between a
state's statutes and common law.

Bump begins the voluminous study with definitions at the
foundation of fraudulent conveyance.  Fraudulent conveyances are
all transfers made "to the end, purpose, and intent to delay,
hinder, or defraud creditors."  Whether a conveyance to a creditor
is fraudulent is determined by the three "points" (as the author
calls them) of intent, the consideration, and the bona fides of
the transfer.  Consideration generally refers to the right of the
debtor to use certain property or other assets to settle a debt.
Bona fide means that the debtor was not given the property, loan,
etc., fraudulently by the creditor.

From the basics of the definitions, Bump moves on to the many
facets of this area of law dealing with circumstances in all types
of human relationships.  Not only business dealings, but
transactions establishing a debtor-creditor relationship between
members of a family, neighbors, governments, and just about any
two legally recognized parties are covered by the law of
fraudulent conveyances.  Subsequent creditors, ambiguous
contracts, and determining the value of property to pay debts are
all factors bringing complications to such law which Bump
systematically takes up.

Though the book was written in the mid latter 1800s, since the
basics of the law of fraudulent conveyances have not changed much
since then--or from when such law was formulated for that matter
-- Bump's work remains relevant and educating for anyone from
lawyers to businesspersons to lay persons interested in the topic.
A detailed index running close to 50 pages takes readers to
specific topics of this involved legal subject.


                           *********

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.

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