TCR_Public/120117.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, January 17, 2012, Vol. 16, No. 16

                            Headlines

216 WEST 18: Can Use Cash Collateral of Mortgage Lender
5TH AVENUE: Court Approves Crowe Horwath as Financial Advisor
9060 N. TWIN: Case Summary & 2 Largest Unsecured Creditors
AE BIOFUELS: AAFK Sells $3 Million 5% Promissory Notes
AHERN RENTALS: Seeks to Employ Piercy Bower as Accountants

AHERN RENTALS: Hires Sea Port Group as Financial Advisor
AHERN RENTALS: Hires Stoel Rives as Counsel
AINSWORTH LUMBER: S&P Puts 'B-' Corporate Rating on Watch Negative
ALTAIR NANOTECHNOLOGIES: Receives Notice of Bid Price Deficiency
ALQUEST TECHNOLOGIES: Case Summary & 22 Largest Unsec Creditors

AMERICAN AIRLINES: S&P Lifts Rating on 13% Notes due 2016 to 'B'
AMERICAN NANO: Friedman LLP Raises Going Concern Doubt
AMERICAN AIRLINES: Sabre "Disappointed" on Suit Delay, Wants Deal
ATLANTIC & PACIFIC: Files T-3 For Floating Rate Second Lien Notes
BANKATLANTIC BANCORP: Receives Default Notice from Wells Fargo

BANKUNITED FINANCIAL: Sale Mulled for Former Bank Unit
BERNARD L. MADOFF: Trustee Sues Banco Itau, Credit Agricole
BIG WEST: Moody's Withdraws 'B2' Corporate Family Rating
BIG WEST: S&P Withdraws 'B+' Rating on Term Loan B
BIOVEST INTERNATIONAL: Collaborates with Planck Institute

BLITZ USA: Hires Duckwall & Company as Auctioneer
BLOCK COMMUNICATIONS: S&P Assigns B+ Rating to $250-Mil. Notes
BOOMERANG SYSTEMS: Incurs $19.1 Million Net Loss in Fiscal 2011
BRAINY BRANDS: Issues Discount Promissory Note for $50,000
C&D TECHNOLOGIES: Merger with Angel Acquisition Takes Effect

CASH STORE: S&P Assigns 'B' Long-Term Issuer Credit Rating
CASPIAN SERVICES: European Bank Could Force Bankruptcy
CDC CORP: Judge Rejects Request for Trustee to Take Control
CDC SOFTWARE: Unit Considers Options in Advance of Delisting
CELL THERAPEUTICS: Board Approves $1.6MM 2011 Bonus to Executives

CENTER STAGE: Hires Garfield Law Firm as Chapter 11 Counsel
CENTER STAGE: Sec. 341 Creditors' Meeting Set for Feb. 16
CENTRAL FEDERAL: Has Until July 9 to Regain Nasdaq Compliance
CHRISTIAN BROTHERS: Plan Filing Period Extended Until Jan. 24
CHRISTIAN BROTHERS: Creditors Press for Sale of Real Estate

CIRCUS AND ELDORADO: Cut by S&P to 'CCC-'; Debt Matures in March
CLAIRE'S STORES: Bank Debt Trades at 12% Off in Secondary Market
CLEAR CHANNEL: Bank Debt Trades at 22% Off in Secondary Market
CLIVER DEVELOPMENT: Court OKs Patrick McGoldrick as Accountant
COLONY RESORTS: Receiver Takes Over Hotel, Gaming Business

CONNACHER OIL: Moody's Affirms 'Caa1' Corporate Family Rating
CRET RESTORATION: Involuntary Chapter 11 Case Summary
CRYSTAL CATHEDRAL: Mediator Appointed to Settle Parties' Claims
CST INDUSTRIES: S&P Lowers Corporate Credit Rating to 'CCC'
DAYBREAK OIL: Posts $408,300 Net Loss in Nov. 30 Quarter

DDR CORP: Fitch Upgrades Issuer Default Rating to 'BB+'
DELTA PETROLEUM: Slates March 26 Auction Date for Sale of Assets
DELTRON INC: WilsonMorgan LLP Raises Going Concern Doubt
DEX MEDIA EAST: Bank Debt Trades at 54% Off in Secondary Market
DUNKIN' BRANDS: Moody's Upgrades CFR to 'B2'; Outlook Stable

EMMIS COMMUNICATIONS: Has $110.8MM Profit in Nov. 30 Quarter
ENEA SQUARE: Authorized to Use Cash Collateral to Pay Taxes
ENERTECH ENVIRONMENTAL: S&P Keeps 'D' Ratings on Revenue Bonds
EVERGREEN ENERGY: May File for Bankruptcy; Fails to Obtain Funds
EXECUTIVE CENTRES: Case Summary & Unsecured Creditor

FERTITTA MORTON: S&P Assigns Prelim. 'B' Corporate Credit Rating
GATEHOUSE MEDIA: Bank Debt Trades at 77% Off in Secondary Market
GATEWAY METRO: Can Continue Use of Cash Collateral Until Jan. 27
GELT PROPERTIES: Has Until Jan. 25 to Propose Reorganization Plan
GENERAL MARITIME: Accepts Chair's Assignment of Rights in Oaktree

GENERAL MARITIME: Chairman Files Amendment No 6 to Schedule 13D
GETTY PETROLEUM: U.S. Trustee Appoints 3-Member Creditors' Panel
GETTY PETROLEUM: Can Pay Prepetition Debt to Critical Vendors
GIORDANO ENTERPRISES: Freeborn & Peters to Handle Apostolou Suit
GIORDANO'S ENTERPRISES: Fifth Third Allowed to Set Off Cash

GO DADDY: S&P Assigns 'B' Corporate Credit Rating
GOLD HILL: Chapter 11 Case Dismissed for Failure to Reorganize
GOLD HILL: Case Dismissed Due to Inability to Reorganize
HAMPTON ROADS: Appoints P. Driscoll as SVP, Counsel & Director
HART CREEK: Case Summary & 2 Largest Unsecured Creditors

HAWKER BEECHCRAFT: Bank Debt Trades at 24% Off
HORIZON LINES: Completes Mandatory Debt Conversion of $49MM Notes
HOSPITALITY PROPERTIES: S&P Rates $275MM Preferred Stock at 'BB'
HOSTESS BRANDS: Teamsters Say Labor Costs Should Not be Blamed
HOVNANIAN ENTERPRISES: Royce & Assoc. Owns 12.3% Conv. Shares

HUGHES TELEMATICS: Outstanding 16.7 Million Warrants Expire
IMPERIAL CAPITAL: Committee Says Plan Lacks Sufficient Disclosures
IMPERIAL CAPITAL: FDIC Objects to Disclosure Statement, Plan
INTERNATIONAL MEDIA: Meeting to Form Creditors' Panel on Jan. 24
INTERNATIONAL MEDIA: Wins Interim OK to Use Cash Collateral

INTERNATIONAL MEDIA: Sale Protocol Hearing on Feb. 14
INTERNATIONAL MEDIA: Wants Schedules Filing Deadline Extended
JAMESON INN: Lender Drops Suit Over Unit's Foreclosure Sale
J.C. EVANS: Court Withdraws Court OK to Employ Glass & Co for JCE
JONESBORO PROPERTIES: Case Summary & 2 Largest Unsecured Creditors

LEE ENTERPRISES: $40 Million DIP Financing Approved on Final Basis
LEE ENTERPRISES: Pulitzer Debtors Can Access Cash Collateral
LIBERATOR INC: Online Investor Presentation Now Available
LIZ CLAIBORNE: S&P Puts B- Corp. Credit Rating on Watch Positive
LOWER BUCKS: Moody's Withdraws 'C' Bond Rating

MAJESTIC CAPITAL: Taps Absolute to Conduct Internet Auction
MAKENA GREAT: Employs Fishman Glantz Wolfson as Local Counsel
MAKENA GREAT: Employs Bernstein, Shur as Attorneys
MARCO POLO: Court OKs Sandler O'Neill as Financial Advisor
MARKET STREET: Final OK to Incur Unsecured Loan from Nola Dev't

MARY A II: Plan of Reorganization Wins Court Confirmation
MCI INVESTMENT: Case Summary & 5 Largest Unsecured Creditors
MEDICAL BILLING: Donald Bittar Elected to Board
MMRGLOBAL INC: Renews Employment of Head & CEO for Add'l 3 Yrs.
MONEY TREE: Can Hire KCC as Claims and Noticing Agent

MSR RESORT: Wants Until April 29 to Decide on Operating Leases
MT3 PARTNERS: Chapter 11 Reorganization Case Dismissed
NATIONAL HOLDINGS: Sherb & Co. Raises Going Concern Doubt
NEBRASKA BOOK: Lease Decision Period Extended to April 30
NEBRASKA BOOK: Authorized to Amend Terms of DIP Facility

NEOMEDIA TECHNOLOGIES: C. Steinborn Ousted as Managing Director
NEWFIELD EXPLORATION: Moody's Updates Credit Opinion
NEWPAGE CORP: Creditors Have Until Feb. 3 to File Proofs of Claim
NIELSEN CO: Fitch Upgrades Issuer Default Ratings to 'BB'
NNN 2400: Has Until March 6 to Complete Settlement by Refinancing

NORTHFIELD APARTMENTS: Case Summary & 2 Largest Unsec Creditors
NORTHFIELD APARTMENTS: Case Summary & Largest Unsecured Creditor
NUTRITION 21: Terminates Registration of Common Stock
OLD CORKSCREW: Has Until Feb. 3 to Solicit Plan Acceptances
OPEN RANGE: Creditors Win More Time to Conduct Probe

PEOPLE'S CHOICE: Trustee Reaches $5MM Settlement With Ex-CFO
PORTER BROTHERS: Case Summary & 2 Largest Unsecured Creditors
REAL MEX: Wants Until May 1 to Decide on Unexpired Property Leases
REALOGY CORP: Bank Debt Trades at 6% Off in Secondary Market
ROOMSTORE INC: Appoints Scott Williams to Board of Directors

SAINT VINCENTS: Court OKs Use of GE Capital's Loan Until March 31
SEARS HOLDING: CIT Discontinues Vendor Financing for 2012
SOLYNDRA LLC: Exclusive Plan Filing Period Extended Until April 3
SOLYNDRA LLC: Taps Johnson Associates as Compensation Advisor
SOLYNDRA LLC: Lawmakers Ask MoFo, Wilson Sonsini for Docs

SP NEWSPRINT: Can Hire Direct Fee Review as Fee Examiner
SUMMIT MATERIALS: S&P Assigns 'BB-' Corporate Credit Rating
TELCORDIA TECHNOLOGIES: S&P Withdraws 'B' Corp. Credit Rating
TEN SAINTS: Wants to Solicit Plan Acceptances Until March 9
TENNESSEE ENERGY: S&P Raises Rating on 2006A Bonds From 'B'

TMP DIRECTIONAL: Feb. 13 Established as Claims Bar Date
TOWNSEND CORP: Wants Until April 6 to Propose Chapter 11 Plan
TRAILER BRIDGE: Gets Final Approval to Obtain Up to $15MM DIP Loan
TXU CORP: Bank Debt Trades at 38% Off in Secondary Market
TXU CORP: Bank Debt Trades at 32% Off in Secondary Market

UTSTARCOM INC: Shah Capital Discloses 11% Equity Stake
VILLAGE AT PENN STATE: Section 341(a) Meeting Set for Jan. 24
WASHINGTON MUTUAL: Files T-3 For 13% Sr. 1st Lien Notes Indenture
WASHINGTON MUTUAL: Files T-3 For 13% Sr. 2nd Lien Notes Indenture
WASHINGTON MUTUAL: Court Approves New Plan Disclosures

WOLF CREEK: Committee Can Retain Berkeley as Financial Advisor

* Delaware Bankruptcy Court Holds on to Fraud, Preference Cases
* Private Equity Executives Predict Second Restructuring Wave
* Presidential Campaign Puts Private Equity in Harsh Spotlight

* Bernard R. Given II Joins Loeb & Loeb's LA Office
* Skadden Arps One of Law360's Bankruptcy Groups of 2011

* Large Companies With Insolvent Balance Sheets



                            *********

216 WEST 18: Can Use Cash Collateral of Mortgage Lender
-------------------------------------------------------
Judge Stuart M. Bernstein has authorized on a final basis 216
Owner LLC, 216 West Mezz LLC, and 216 West 18 Holder LLC to use
the cash collateral of 216 W 18 Lender LLC, the mortgage lender.

The Debtors are using cash collateral for the general purpose of
operating its mortgaged property through confirmation of their
proposed plan of liquidation, pursuant to a budget.  The Debtors
believe that the Mortgage Lender is the only party that has a
cognizable interest in the cash collateral.

The Mortgage Lender, an affiliate of Fishman Holdings North
America Inc., purchased the Mortgage Loan from Bank of America
N.A.  As of Nov. 1, 2011, the total amount outstanding under the
Mortgage Loans aggregate $74,342,445.

The Mortgage Lender also purchased a mezzanine loan from BofA.
The bank, in turn, acquired the Mezz Loan from Torchlight Debt
Opportunity Fund II Mezzanine Sub LLC, f/k/a ING Clarion Debt
Opportunity Fund II Mezzanine Sub LLC.  As of Sept. 14, 2011, the
total amount outstanding under the Mezz Loan aggregate
$24,632,345.

                         About 216 West 18

216 West 18 Owner LLC, 216 West 18 Mezz LLC and 216 West 18 Holder
LLC own a parcel of improved real estate at 218 West 18th Street
in New York.  216 West 18 Owner is wholly owned by 216 West 18
Mezz.  Mezz is wholly owned by 216 West 18 Holder LLC.  Holder is
owned 94.2% by HAJ 18 LLC and 5.8% by JK 18 LLC.  HAJ 18, wholly
owned by Harry Jeremias, is the managing member of Holder.  The
216 West 18 entities do not have any employees.

The 216 West 18 entities, through their restructuring officer,
Steven A. Carlson, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 11-15110 to 11-15112) on Nov. 1, 2011.  In its
petition, 216 West 18 Owner estimated $50 million to $100 million
in both assets and debts.

The Debtors filed for bankruptcy to implement a prepackaged plan
of liquidation originally proposed by Atlas Capital Group LLC.
The Plan provides for the transfer of the Mortgaged Property to
their mortgage lender.

Atlas is represented by Greenberg Traurig LLP.  HAJ 18 LLC is
represented by Herrick Feinstein LLP.

The mortgage lender, 216 West 18 Lender, an affiliate of Fishman
Holdings North America, is represented by Alston & Bird LLP.


5TH AVENUE: Court Approves Crowe Horwath as Financial Advisor
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized 5th Avenue Partners, LLC, to employ Crowe Horwath LLP
as its financial advisor.

As reported in the Troubled Company Reporter on Dec. 14, 2011,
Crowe Horwath is expected to, among other things:

   (a) investigate avoidance and voidable transactions including,
       but not limited to, potential preferences, insider
       transactions, postpetition transactions, and fraudulent
       transfers;

   (b) provide litigation support as requested and required; and

   (c) provide any other accounting or consulting services
       requested by the Debtor and its chief restructuring
       officer, Richard M. Kipperman.

Crowe Horwath's customary hourly rates are:

             Howard Grobstein, CPA             $450
             Other Partners                 $275 - $595
             Senior Managers and Managers   $175 - $275
             Staff Consultants              $100 - $175
             Paraprofessionals               $75 - $100

The Debtor agrees to reimburse the firm for reasonable and
necessary out-of-pocket expenses.

Howard Grobstein, CPA, of Crowe Horwath LLP, assures the Court
that his firm does not hold or represent any interest adverse to
the Debtor or its Chapter 11 case.

                     About 5th Avenue Partners

Newport Beach, California-based 5th Avenue Partners owns and
operates the Se San Diego hotel located in San Diego, California's
financial district.  The hotel has 184 guestrooms, a 5,500-square-
foot spa, a restaurant, rooftop bar and lounge, 20,000 square feet
of banquet space and meeting rooms, an outdoor rooftop pool,
fitness center and 23 unsold condominium units.  5th Avenue also
owns next to the Se San Diego hotel building a 31,000-square-foot
building, which it leases to the House of Blues music club.

5th Avenue Partners, LLC, filed for Chapter 11 protection (Bankr.
C.D. Calif. Case No. 10-18667) on June 25, 2010.  Marc J.
Winthrop, Esq., at Winthrop Couchot PC, in Newport Beach,
California, serves as counsel to the Debtor.  Blitz Lee & Company
serves as its accountant.  Richard M. Kipperman was appointed as
chief restructuring officer.  The Company estimated assets at
$10 million to $50 million and debts at $50 million to
$100 million.  The Official Committee of Unsecured Creditors
tapped Baker & McKenzie LLP as counsel.


9060 N. TWIN: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: 9060 N. Twin Peaks Drive, LLC
        11601 Wilshire Blvd., Ste 500
        Los Angeles, CA 90025

Bankruptcy Case No.: 12-10841

Chapter 11 Petition Date: January 10, 2012

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Peter Carroll

Debtor's Counsel: Philip Layfield, Esq.
                  THE LAYFIELD LAW FIRM APC
                  4640 Admiralty Way Ste 500
                  Marina del Rey, CA 90292
                  Tel: (310) 917-1010
                  Fax: (800) 644-9861
                  E-mail: layfieldlaw4@pjllawfirm.com

Scheduled Assets: $1,000,000

Scheduled Liabilities: $1,853,173

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb12-10841.pdf

The petition was signed by Stephen E. Hendrick, manager.


AE BIOFUELS: AAFK Sells $3 Million 5% Promissory Notes
------------------------------------------------------
Aemetis Advanced Fuels Keyes, Inc., a subsidiary of Aemetis, Inc.,
formerly known as AE Biofuels, Inc., entered into Note and Warrant
Purchase Agreements with two accredited investors pursuant to
which AAFK sold 5% Subordinated Promissory Notes in the aggregate
principal amount of $3,000,000 and 5-year warrants exercisable for
1,000,000 shares of Aemetis common stock.  Interest is due at
maturity.  The Promissory Notes are guaranteed by Aemetis and are
due and payable upon the earlier of (i) Dec. 31, 2013; (ii)
completion of an equity financing by AAFK or Aemetis in an amount
of not less than $25,000,000; (iii) the completion of an Initial
Public Offering by AAFK or Aemetis; or (iv) after the occurrence
of an Event of Default, including failure to pay interest or
principal when due and breaches of note covenants.  Neither AAFK
nor Aemetis may make any principal payments under the Promissory
Notes until all loans made by Third Eye Capital to AAFK are paid
in full.

                         About AE Biofuels

AE Biofuels, Inc. (OTC BB: AEBF) -- http://www.aebiofuels.com/--
is a biofuels company based in Cupertino, California, developing
sustainable solutions to address the world's renewable energy
needs.  The Company is commercializing its patent-pending next-
generation cellulosic ethanol technology that enables the
production of biofuels from both non-food and traditional
feedstocks.  Its wholly-owned Universal Biofuels subsidiary built
and operates a nameplate 50 million gallon per year biodiesel
production facility on the east coast of India.

The Company reported a net loss of $1.72 million on $1.59 million
of sales for the three months ended Sept. 30, 2010, compared with
a net loss of $3.78 million on $4.05 million of sales for the same
period a year earlier.

BDO Seidman, LLP, in San Jose, Calif., expressed substantial doubt
about AE Biofuels' ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has incurred recurring losses, and has a
working capital deficit and total stockholders' deficit as of
December 31, 2009.

The Company's balance sheet at Sept. 30, 2010, showed $20.23
million in total assets, $29.03 million in total liabilities, all
current, and a stockholders' deficit of $8.80 million.
The Company has not filed financial reports after filing its Form
10-Q for the quarter ended Sept. 30, 2010.


AHERN RENTALS: Seeks to Employ Piercy Bower as Accountants
----------------------------------------------------------
Ahern Rentals, Inc., seeks permission from the U.S. Bankruptcy
Court for the District of Nevada to employ Piercy Bowler Taylor &
Kern as its auditor and accountant.  Piercy Bowler will (a) audit
financial statements, (b) review quarterly financial statements,
(c) prepare lender compliance reports, and (d) provide tax
preparation services.

To the best of the Debtors' knowledge, Piercy Bowler is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Court.

Within the one-year before the Petition Date, the Debtor paid
$81,168 for attestation and tax preparation and advisory services.

The Debtor will pay Piercy Bowler in accordance with the firm's
current hourly rates:

              Principals           $335 - $495
              Managers             $255 - $270
              Senior Associates    $155 - $255
              Staff Associates     $115 - $145

The Debtor will also reimburse Piercy Bowler for reasonable out-
of-pocket expenses it incurred.

                        About Ahern Rentals

Ahern Rentals, Inc. -- http://www.ahern.com/-- operates as an
equipment rental company in the United States.  The company also
sells new and used rental equipment, parts and supplies related to
its rental equipment, and merchandise used by the construction
industry, as well as provides maintenance and repair services.

Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D.
Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain
an extension of the Aug. 21, 2011 maturity of its revolving credit
facility.  Judge Bruce T. Beesley presides over the case.  Lawyers
at Gordon Silver serve as the Debtor's counsel.  The Debtor's
financial advisors are Oppenheimer & Co. and The Seaport Group.
Kurtzman Carson Consultants LLC serves as claims and notice
against.

The Company has $50 million of DIP financing from existing
lenders.

The Company filed for Chapter 11 because it was unable to extend
the maturity of its revolving credit facility.  The Debtor
estimated $500 million to $1 billion in assets and debts.


AHERN RENTALS: Hires Sea Port Group as Financial Advisor
--------------------------------------------------------
Ahern Rentals, Inc., asks for permission from the U.S. Bankruptcy
Court for the District of Nevada to employ The Seaport Group's Sea
Port Group Securities, LLC as financial advisor and investment
banker.

Upon retention, the firm will, among other things:

   a. familiarizing itself with the business, operations,
      properties, financial condition and prospects of the Debtor;

   b. if the Debtor determines to undertake a Transaction,
      advising and assisting the Debtor in structuring and
      effecting the financial aspects of such a transaction or
      transactions; and

   c. providing financial advice and assistance to Debtor in
      developing and seeking approval of a plan of reorganization.

The firm will receive:

   a. a monthly fee in the amount of $50,000 per month, beginning
      on the fifth month of which 50% of the monthly fee will be
      credited toward a restructuring transaction fee, sale
      transaction fee, or financing fee;

   b. a restructuring transaction fee equal to the greater of (a)
      0.5% of the aggregate amount of Debtor's Second Priority
      Notes due 2013 that are reinstated, and (b) $500,000 but in
      no even greater than $1,000,000 upon the effectiveness of a
      Plan;

   c. a sale transaction fee equal to .375% of the transaction
      value upon the consummation of a sale;

   d. a financing fee, upon consummation of any financing, equal
      to: (i) .5% of the aggregate gross commitment of any new
      first lien senior secured indebtedness issued or reinstated;
      (ii) 1.0% of the aggregate gross commitment of any new first
      lien "last- out" or "first-loss" or similar senior secured
      indebtedness issued or reinstated; (iii) 1.5% of the
      aggregate gross proceeds of any new indebtedness ranked
      junior to any Senior Debt issued; (iv) 2.0% of the gross
      proceeds of any equity or equity-linked securities or
      obligations issued; and (v) with respect to any other
      securities or indebtedness issued, such placement fees or
      other compensation as shall be customary under the
      circumstances and mutually agreed in good faith by the
      Debtor and Oppenheimer; and

   e. a DIP financing fee equal to $210,000 earned and payable
      upon final approval of the Debtor's debtor-in-possession
      credit facility.

The Debtor will only pay either the sale transaction fee or
restructuring transaction fee in the event both are earned as
provided therein, not both.  Further, the minimum financing fee
payable to Sea Port is $500,000 and the maximum financing fee
payable to Sea Port is $1,000,000.

In addition to the fees, Sea Port also intends to seek
reimbursement for reasonable expenses incurred in the Chapter 11
case in a manner and at rates consistent with charges generally
made to its other clients, and in accordance with any applicable
Guidelines for Fees and Disbursements for professionals in the
District of Nevada Bankruptcy Cases.

Nicholas W. Tell, Jr. attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                        About Ahern Rentals

Ahern Rentals, Inc. -- http://www.ahern.com/-- operates as an
equipment rental company in the United States.  The company also
sells new and used rental equipment, parts and supplies related to
its rental equipment, and merchandise used by the construction
industry, as well as provides maintenance and repair services.

Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D.
Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain
an extension of the Aug. 21, 2011 maturity of its revolving credit
facility.  Judge Bruce T. Beesley presides over the case.  Lawyers
at Gordon Silver serve as the Debtor's counsel.  The Debtor's
financial advisors are Oppenheimer & Co. and The Seaport Group.
Kurtzman Carson Consultants LLC serves as claims and notice
against.

The Company has $50 million of DIP financing from existing
lenders.

The Company filed for Chapter 11 because it was unable to extend
the maturity of its revolving credit facility.  The Debtor
estimated $500 million to $1 billion in assets and debts.


AHERN RENTALS: Hires Stoel Rives as Counsel
-------------------------------------------
Ahern Rentals, Inc., asks for permission from the U.S. Bankruptcy
Court for the District of Nevada permission to employ Stoel Rives
LLP as special corporate, securities and financing counsel.

Upon retention, the firm will, among other things, provide:

   a. general corporate legal advice;

   b. legal advice with respect to securities laws and
      regulations; and

   c. representation in connection with non-bankruptcy aspects of
      Debtor's DIP financing and exit financing.

Although Stoel Rives has endeavored to ensure that it is not a
creditor of the Debtors, to the extent that Stoel Rives rendered
any prepetition services for which it has not been paid, such
status as a potential creditor of Debtor does not disqualify it
from representing Debtor as special counsel because Section 327(e)
of the Bankruptcy Code does not require that special counsel be
"disinterested," just that special counsel not hold or represent
interests adverse to the Debtor with respect to the matters on
which the attorney is to be employed.

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


       Personnel                           Rates
       ---------                           -----
       partners                       $325 to $655 per hour
       counsel                        $315 to $525 per hour
       associates                     $200 to $440 per hour
       paralegals                     $160 to $275 per hour

                        About Ahern Rentals

Ahern Rentals, Inc. -- http://www.ahern.com/-- operates as an
equipment rental company in the United States.  The company also
sells new and used rental equipment, parts and supplies related to
its rental equipment, and merchandise used by the construction
industry, as well as provides maintenance and repair services.

Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D.
Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain
an extension of the Aug. 21, 2011 maturity of its revolving credit
facility.  Judge Bruce T. Beesley presides over the case.  Lawyers
at Gordon Silver serve as the Debtor's counsel.  The Debtor's
financial advisors are Oppenheimer & Co. and The Seaport Group.
Kurtzman Carson Consultants LLC serves as claims and notice
against.

The Company has $50 million of DIP financing from existing
lenders.

The Company filed for Chapter 11 because it was unable to extend
the maturity of its revolving credit facility.  The Debtor
estimated $500 million to $1 billion in assets and debts.


AINSWORTH LUMBER: S&P Puts 'B-' Corporate Rating on Watch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services placed all its ratings on
Ainsworth Lumber Co. Ltd., including its 'B-' corporate credit
rating on the company, on CreditWatch with negative implications.

"The CreditWatch placement reflects our concern that Ainsworth's
liquidity has declined recently because of poor cash flow
generation," S&P said.

"We believe that the company's cash position has deteriorated to
below C$70 million based on a cash interest payment in fourth-
quarter 2011 and weaker cash flow generation given oriented strand
board prices," said Standard & Poor's credit analyst Jatinder
Mall. "We expect liquidity to deteriorate further in the first
quarter of 2012 as the company builds up its inventory levels for
the spring," Mr. Mall added

The ratings on Ainsworth reflect Standard & Poor's opinion of the
company's exposure to cyclical housing construction markets,
limited asset and product diversification, and a highly leveraged
capital structure.

"Partially mitigating these risks, we believe, is the company's
low-cost position from strong Canadian assets," S&P said.

Ainsworth is a leading oriented strandboard (OSB) producer in
North America, with total annual operating capacity of about 2.4
billion square feet (bsf) of OSB at its four mills in Canada.
Online production capacity stands at 1.6 bsf of OSB as production
at the company's High Level, Alta., mill remains curtailed.

"We will resolve this CreditWatch in the next three months. We
would likely lower the ratings if the spring housing construction
forecast is weak or if a deterioration in western OSB prices leads
to a greater-than-anticipated cash burn and liquidity declines
below C$50 million. An upgrade in the near term is unlikely but
would require improvement in the company's liquidity position to
above C$100 million," S&P said.


ALTAIR NANOTECHNOLOGIES: Receives Notice of Bid Price Deficiency
----------------------------------------------------------------
Nanotechnologies, Inc. received notification from NASDAQ that
because Altair's common stock bid price has fallen below $1.00
from Nov. 21, 2011 to Jan. 5, 2012, Altair is not in compliance
with Rule 5550(a)(2), which is NASDAQ's minimum bid price rule.
The notification has no effect on the listing of Altair's common
stock at this time, which will continue to trade on the NASDAQ
Capital Market under the symbol "ALTI."

The NASDAQ notice states that Altair has been provided a 180-day
grace period, through July 5, 2012, to regain compliance with Rule
5550(a)(2).  To regain compliance, the bid price for Altair's
common stock must close at $1.00 or higher for a minimum of 10
consecutive business days within the stated 180-day grace period.
At the close of the grace period, if Altair has not regained
compliance, it may be eligible for an additional grace period of
180 days, if it meets the initial listing standards, with the
exception of bid price, for the NASDAQ Capital Market and it
provides NASDAQ with notice of its intent to timely cure the bid
price deficiency.  If it is not eligible for an additional grace
period, Altair will receive notification that its securities are
subject to delisting, and it may then appeal the delisting
determination to a Hearings Panel.

Altair intends to monitor the bid price for its common stock
between now and July 5, 2012 and to consider available options to
resolve the deficiency and regain compliance with the NASDAQ
minimum bid price requirement, as to which no assurances can be
given.

               About Altair Nanotechnologies

Headquartered in Reno, Nevada with manufacturing in Anderson,
Indiana, Altair Nanotechnologies Inc. --
http://www.altairnano.com/-- is a leading provider of energy
storage systems for clean, efficient power and energy management.
Altair's lithium titanate-based battery systems are among the
highest performing and most scalable, with applications that
include complete energy storage systems for use in providing
frequency regulation and renewables integration for the electric
grid, and battery modules and cells for transportation and
industrial applications.


ALQUEST TECHNOLOGIES: Case Summary & 22 Largest Unsec Creditors
---------------------------------------------------------------
Debtor: Alquest Technologies, Inc.
        560 E. Arrow Highway
        San Dimas, CA 91773

Bankruptcy Case No.: 12-11071

Chapter 11 Petition Date: January 11, 2012

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: Cynthia Futter, Esq.
                  FUTTER-WELLS PC
                  2463 Ashland Ave
                  Santa Monica, CA 90405
                  Tel: (310) 450-6857
                  Fax: (888) 907-0006
                  E-mail: cfutter@futterwells.com

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

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

A copy of the list of 22 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb12-11071.pdf

The petition was signed by Henry Wojchik, president.


AMERICAN AIRLINES: S&P Lifts Rating on 13% Notes due 2016 to 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on AMR Corp.
subsidiary American Airlines Inc.'s (both rated 'D') 13% notes due
2016 (also referred to as 2009-2 notes) to 'B' from 'CCC+' and
removed the rating from CreditWatch. Standard & Poor's also
affirmed its 'BBB-' ratings on American's 2011-1 and 2011-2 Class
A pass-through certificates, affirmed its 'B+' rating on
American's 2011-1 Class B certificates, and removed these ratings
from CreditWatch.

The affirmation of debt for the 2011-1 and 2011-2 pass-through
certificates followed a like action on the similar 2009-1
certificates in December. "At that time, we judged prospects for
affirmation of the 13% notes, which are unenhanced equipment trust
certificates (there is no liquidity facility), somewhat less
certain, because of the high coupon on the debt," said Standard
& Poor's credit analyst Philip Baggaley.

"We raised our rating on the 13% notes because American's legally
binding commitment to perform on this obligation in bankruptcy
mitigates near-term default risk, and the lack of a liquidity
facility is less important," he added. "If, as we believe likely,
AMR and American reorganize and emerge from bankruptcy, we would
likely rate this obligation two notches above American's post-
emergence corporate credit rating, based on our criteria for
(non-enhanced) equipment trust certificates."


AMERICAN NANO: Friedman LLP Raises Going Concern Doubt
------------------------------------------------------
American Nano Silicon Technologies, Inc., filed on Jan. 13, 2012,
its annual report on Form 10-K for the fiscal year ended Sept. 30,
2011.

Friedman LLP, in Marlton, New Jersey, expressed substantial doubt
about American Nano Technologies' ability to continue as a going
concern.  The independent auditors noted that the Company
suspended its operations in May 2011.  In addition, the Company
has suffered negative cash flows for the year ended Sept. 30,
2011, and has a net working capital deficiency as of Sept. 30,
2011.

The Company suspended manufacturing operations in May 2011 as part
of an effort to relocate its production facilities.  The Company
resumed limited production on Jan. 2, 2012, in its new facilities.
"The current cash and inventory level will not be sufficient to
support the Company's resumption of its normal operations and
repayments of the loans," the Company said in the filing.

The Company reported net income of $3.4 million on $16.1 million
of revenues for fiscal 2011, compared with a net loss of
$4.3 million on $23.4 million of revenues for fiscal 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$23.0 million in total assets, $9.3 million in total liabilities,
and stockholders' equity of $13.7 million.

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

                       http://is.gd/LUrArp

Sichuan, China-based American Nano Silicon Technologies, Inc., is
a nano-technology chemical manufacturer.  It manufactures and
markets "Micro Nano Silicon(TM)" in China.  Micro Nano Silicon is
an ultra fine crystal that can be utilized as a non-phosphorous
additive in detergents, as an accelerant additive in cement, as a
flame retardant additive in rubber and plastics and as a pigment
for paint.


AMERICAN AIRLINES: Sabre "Disappointed" on Suit Delay, Wants Deal
-----------------------------------------------------------------
Due to AMR's recent bankruptcy filing, American Airlines (AA)
requested and has been granted an extension of the Texas state
court trial for the lawsuit the airline filed against Sabre and
Sabre's counterclaims against AA.  The new trial date will be
Aug. 6, 2012.  The trial had been scheduled to start in June 2012.

Sabre's travel agency, corporate and consumer customers will have
continued access to AA content through the duration of the
airline's Texas state lawsuit against Sabre.

"We are disappointed with the extension, as it yet again delays
the long-term certainty Sabre's agency and corporate customers
have told us is important and which we are dedicated to achieving.
It's unfortunate that AA has chosen a path of litigation with
Sabre, particularly since the airline is now focused on its
bankruptcy.  Our preference is to negotiate with AA and we
continue to call on the airline to work with us to reach a deal
that meets the needs of all constituents," said Sabre spokesperson
Nancy St. Pierre.

                      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.

Jack Butler, John Lyons, Felecia Perlman and Jay Goffman at
Skadden, Arps, Slate, Meagher & Flom LLP entered their appearance
as proposed counsel to the Official Committee of Unsecured
Creditors in AMR's chapter 11 proceedings on Dec. 9, 2011.
The Committee has selected Togut, Segal & Segal LLP as co-counsel
for conflicts and other matters; Moelis & Company LLC as its
investment banker, and Mesirow Financial Consulting, LLC as its
financial advisor.

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)


ATLANTIC & PACIFIC: Files T-3 For Floating Rate Second Lien Notes
-----------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., filed on Form T-3
on Jan. 13, 2012, an application for qualification of the
indenture for its Floating Rate Second Lien Notes due 2017.

As described more fully in the Disclosure Statement for the
Debtors' Joint Plan of Reorganization Pursuant to Chapter 11 of
the Bankruptcy Code and an accompanying Debtors' Joint Plan of
Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (as
amended or supplemented, the "Plan"), the Investors (as defined in
the Plan) may elect to have a new holding company formed pursuant
to the Securities Purchase Agreements (as defined in the Plan).
If this should occur, the Floating Rate Second Lien Notes due 2017
(the "Replacement Notes") which will be issued pursuant to the
indenture to be qualified under this Form T-3 (the "Indenture")
may be issued by the new holding company.  The new holding company
is expected to be the direct parent of The Great Atlantic &
Pacific Tea Company, Inc.  Should the Investors elect to form the
new holding company, this application will be amended to reflect
the issuance of the Replacement Notes by such new holding company
and the guarantee by the Company of the issuer's obligations under
the Replacement Notes.

Generally, Section 1145(a)(1) of Bankruptcy Code exempts an offer
and sale of securities under a plan of reorganization from
registration under the Securities Act of 1933 and state securities
laws if three principal requirements are satisfied: (i) the
securities must be offered and sold under a plan of reorganization
and must be securities of the debtor, an affiliate participating
in a joint plan with the debtor or a successor to the debtor under
the plan; (ii) the recipients of the securities must hold a
prepetition or administrative expense claim against the debtor or
an interest in the debtor; and (iii) the securities must be issued
entirely in exchange for the recipient's claim against or interest
in the debtor, or principally in such exchange and partly for cash
or property.

The Debtor believes that the offer of the Replacement Notes under
the solicitation of acceptances for the Plan and the exchange of
Replacement Notes for allowed Second Lien Note Claims held by
Electing Holders, together with certain other consideration, under
the Plan will satisfy the requirements of Section 1145(a)(1) of
the Bankruptcy Code and, therefore, such offer and exchange is
exempt from the registration requirements.

A copy of the Form T-3 is available for free at:

http://is.gd/FGhFXw

                  About Great Atlantic & Pacific

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

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

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

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

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

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


BANKATLANTIC BANCORP: Receives Default Notice from Wells Fargo
--------------------------------------------------------------
BankAtlantic Bancorp, Inc., on Jan. 6, 2012, received a notice of
default from Wells Fargo Bank, N.A., in its capacity as Trustee
under the indentures and declarations of trust relating to trust
preferred securities of BBC Capital Trust IX and BBC Capital Trust
XII.  The notice of default relates specifically to:

   (i) the Indenture related to the trust preferred securities of
       BBC Capital Trust IX, under which the Company issued its
       Floating Rate Junior Subordinated Debt Securities Due 2033
      ($11.4 million principal amount plus accrued interest
       outstanding at Sept. 30, 2011); and

  (ii) the Indenture related to the trust preferred securities of
       BBC Capital Trust XII, under which the Company issued its
       Junior Subordinated Debt Securities Due 2033 ($17.0 million
       principal amount plus accrued interest outstanding at
       Sept. 30, 2011).

The notice of default alleges that the previously announced
proposed transaction with BB&T Corporation involving the sale of
the stock of BankAtlantic contemplated by the Stock Purchase
Agreement, dated as of Nov. 1, 2011, between the Company and BB&T
violates certain covenants contained in the indentures which
relate to transactions involving the sale or conveyance of the
Company's property as an entirety or substantially as an entirety
to any other person.

As previously disclosed, during November 2011, putative holders of
direct or indirect interests in trust preferred securities issued
by four trusts sponsored by the Company, including BBC Capital
Trust IX and BBC Capital Trust XII, sued the Company, the
Defendant Trusts and BB&T in the Court of Chancery of the State of
Delaware alleging that the proposed sale of BankAtlantic to BB&T
contemplated by the Stock Purchase Agreement violates provisions
contained in the indentures entered into between each of the
Defendant Trusts and the Company in connection with the issuance
of the trust preferred securities.  The lawsuit seeks, among other
things, to enjoin the proposed sale of BankAtlantic to BB&T
pursuant to the Stock Purchase Agreement.  Additionally, on
Dec. 27, 2011, Wilmington Trust Company, in its capacity as
trustee under various indentures, declarations of trust and
guarantee agreements relating to trust preferred securities issued
by BBC Capital Trust II, BBC Capital Trust XI and BBX Capital
Trust 2007 II(A) filed a declaratory judgment action against the
Company in the Delaware Chancery Court seeking a declaration that
the proposed transaction with BB&T violates provisions contained
in the indentures relating to the trust preferred securities
issued by the Wilmington Trusts.  As previously disclosed by the
Company in its Current Report on Form 8-K filed with the
Securities and Exchange Commission on Nov. 30, 2011, the Company
received notices of default from Wilmington Trust Company under
the indentures relating to trust preferred securities issued by
the Wilmington Trusts based generally on the same allegations
contained in its Complaint.  The allegations in the Complaint
filed by Wilmington Trust Company are also similar to those
contained in the November 2011 Complaint, and relate primarily to
the same covenants alleged to have been breached in the notice of
default delivered by Wells Fargo on Jan. 6, 2012.  On Jan. 3,
2012, the Vice Chancellor of the Delaware Chancery Court denied
the Company's Motion to Dismiss the November 2011 Complaint.

                     About BankAtlantic Bancorp

BankAtlantic Bancorp (NYSE: BBX) --
http://www.BankAtlanticBancorp.com/-- is a bank holding company
and the parent company of BankAtlantic.  BankAtlantic --
"Florida's Most Convenient Bank" with a Web presence at
http://www.BankAtlantic.com/-- has nearly $6.0 billion in assets
and more than 100 stores, and is one of the largest financial
institutions headquartered junior in Florida.  BankAtlantic has
been serving communities throughout Florida since 1952 and
currently operates more than 250 conveniently located ATMs.

                           *     *     *

As reported by the TCR on March 1, 2011, Fitch has affirmed its
current Issuer Default Ratings for BankAtlantic Bancorp and its
main subsidiary, BankAtlantic FSB at 'CC'/'C' following the
announcement regarding the regulatory order with the Office of
Thrift Supervision.

BankAtlantic has announced that it has entered into a Cease and
Desist Order with the OTS at both the bank and holding company
level.  The regulatory order includes increased regulatory capital
requirements, limits to the size of the balance sheet, no new
commercial real estate lending and improvements to its credit risk
and administration areas.  Further, the holding company must also
submit a capital plan to maintain and enhance its capital
position.

The Company reported a net loss of $143.25 million on
$176.31 million of total interest income for the year ended
Dec. 31, 2010, compared with a net loss of $185.82 million on
$223.59 million of total interest income during the prior year.

The Company also reported a net loss of $11.28 million on
$110.36 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $96.95 million on
$135.54 million of total interest income for the same period a
year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$3.74 billion in total assets, $3.73 billion in total liabilities,
and $7.12 million in total equity.


BANKUNITED FINANCIAL: Sale Mulled for Former Bank Unit
------------------------------------------------------
Shira Ovide, writing for The Wall Street Journal's Deal Journal,
reports that shares of BankUnited are perking up 5.6% Friday
afternoon on Jan. 13 after Bloomberg News reported the bank is
exploring a sale.   The Wall Street Journal confirmed that news.

Bloomberg reported BankUnited is working with Goldman Sachs group
as it weighs a sale.  Ms. Ovide says a sale might rescue
BankUnited's public shareholders, who have seen the bank?s stock
price fall from its $27 IPO price to a closing price of $23.15 a
share Thursday.  The share price now is at $24.48, up 5.8% on the
day.

                    About BankUnited Financial

BankUnited Financial Corp. (OTC Ticker Symbol: BKUNQ) --
http://www.bankunited.com/-- was the holding company for
BankUnited FSB, the largest banking institution headquartered in
Coral Gables, Florida.  On May 21, 2009, BankUnited FSB was closed
by regulators and the Federal Deposit Insurance Corporation
facilitated a sale of the bank to a management team headed by John
Kanas, a veteran of the banking industry and former head of North
Fork Bank, and a group of investors that include W.L. Ross & Co.,
Blackstone Group, Carlyle and Centerbridge.  The new owners
installed Mr. Kanas as CEO and he sought to revamp BankUnited as a
commercial lender in south Florida.

BankUnited Financial and its affiliates filed for Chapter 11
protection (Bankr. S.D. Fla. Lead Case No. 09-19940) on May 22,
2009.  Stephen P. Drobny, Esq., and Peter Levitt, Esq., at Shutts
& Bowen LLP; Mark D. Bloom, Esq., and Scott M. Grossman, Esq., at
Greenberg Traurig, LLP; and Michael C. Sontag, at Camner, Lipsitz,
P.A., represent the Debtors as counsel.  Corali Lopez-Castro,
Esq., David Samole, Esq., at Kozyak Tropin & Throckmorton, P.A.;
and Todd C. Meyers, Esq., at Kilpatrick Stockton LLP, serve as
counsel to the official committee of unsecured creditors.

The banking unit had assets of $12.8 billion and deposits of $8.6
billion as of May 2, 2009.  The holding company, in its bankruptcy
petition, disclosed $37,729,520 in assets against $559,740,185 in
debts.  Aside from those assets, BankUnited said a "valuable"
asset is its $3.6 billion net operating loss carryforward.

Wilmington Trust Co., U.S. Bank, N.A., and the Bank of New York
were listed among the company's largest unsecured creditors in
their roles as trustees for security issues.  BankUnited estimated
the Bank of New York claim tied to convertible securities at
$184 million.  U.S. Bank and Wilmington Trust are owed
$120 million and $118.171 million on account of senior notes.

The Bankruptcy Court will hold a hearing on Feb. 21 for approval
of the Chapter 11 plan proposed by the Creditors' Committee.  The
disclosure statement says that holders owed $321 million on senior
notes will recover about 1% to as much as 14.3%. Holders owed $245
million on subordinated notes won't receive anything as the result
of a subordination agreement.  There is almost nothing in the way
of unsecured claims, the committee believes.  Almost all unsecured
claims are against the bank subsidiary, in the committee's
judgment.

Federal Deposit Insurance Corp. asserts a $1.47 billion claim
based on the bank's capital deficiency.  There is a separate
dispute over ownership of a $50 million tax refunds. The plan is
based on a partial settlement with the FDIC.

Aside from the tax refund claim, a principal asset is the $4.25
billion net tax loss carryforward.  The bankruptcy judge has ruled
that the tax refund claim belongs to BankUnited. The FDIC has
taken an appeal.


BERNARD L. MADOFF: Trustee Sues Banco Itau, Credit Agricole
-----------------------------------------------------------
Evan Weinberger  at Bankruptcy Law360 reports that the trustee
overseeing the liquidation of Bernard L. Madoff's investment
company on Thursday fired off four more lawsuits seeking the
recovery of about $187.5 million from four international financial
firms.

Irving H. Picard, the trustee in charge of the dissolution of
Bernard L. Madoff Investment Securities LLC, filed separate
adversary suits in New York bankruptcy court against Banco Itau
Europa Luxembourg SA and one of its U.S. affiliates, Credit
Agricole SA and a Swiss unit of the French bank, New York-based
hedge fund group Arden Asset, according to Law360.

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BIG WEST: Moody's Withdraws 'B2' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service has withdrawn all of the ratings for Big
West Oil, LLC following the full repayment of all of the company's
rated debt. The ratings withdrawn are the B2 Corporate Family
Rating (CFR), B2 Probability of Default Rating (PDR), and the B2
rating on the senior first secured Term Loan.

RATINGS RATIONALE

The principal methodology used in rating BWO was Moody's Rating
Methodology for the Global Independent Refining and Marketing
Industry published in December 2009.

Big West Oil, LLC is a refining and marketing company
headquartered in Ogden, Utah.


BIG WEST: S&P Withdraws 'B+' Rating on Term Loan B
--------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' secured debt
rating on Big West Oil LLC's (Big West's) term loan B.  "In
addition, we withdrew the '4' recovery rating on this debt," S&P
said.

"Big West has repaid the term loan in full, following its
$70 million payment on this debt. The company used proceeds from
its $125 million revolving credit facility, which it recently
upsized from $75 million, to pay down its term loan," S&P said.

"The corporate credit rating on Ogden, Utah-based Big West Oil LLC
reflects the company's participation in the highly cyclical and
volatile refining industry, its small size and scale, and its
position as a single asset refiner. The key characteristic
supporting the rating is the North Salt Lake refinery's ability to
process high-margin black wax crude oil (which it has locked in at
a substantial discount to West Texas Intermediate (WTI) over the
next several years) and its operation in the product-short PADD IV
market. Standard & Poor's characterizes Big West's business risk
as 'aggressive' and its financial risk as 'weak,'" S&P said.

Ratings List
Big West Oil LLC's
Corporate credit rating         B+/Stable/--

Rating Withdrawn
                                To              From
Term loan B                     NR              B+
Recovery rating                NR              4


BIOVEST INTERNATIONAL: Collaborates with Planck Institute
---------------------------------------------------------
Biovest International, Inc., has entered into a key Research
Agreement with the Max Planck Institute for Dynamics of Complex
Technical Systems, part of the Max Planck Society, Germany's most
successful research organization with more than 17 Nobel laureates
having emerged from the rank of its scientists.  As part of the
agreement, the Max Planck Institute will conduct a series of
influenza virus growth studies designed to establish the
advantages of Biovest's proprietary Hollow Fiber Bioreactor
Systems for the efficient and cost-effective cell culture
manufacture of viral vaccines.  The collaboration will seek to
optimize the conditions for efficient virus production and
demonstrate large-scale manufacturing potential.  Financial terms
of the agreement were not disclosed.

The collaboration is being led in Germany by Max Planck's Dr.
Yvonne Genzel, a recognized expert in the field of bioprocess
engineering and the dynamics of virus infection and bioreactor
systems.  Dr. Genzel and her team are conducting studies designed
to generate data to extend and further support the positioning of
Biovest's hollow fiber instruments as an ideal platform for the
propagation of virus.

According to Biovest's Chief Science Officer, Dr. Mark Hirschel,
"During this past year, Biovest's Hollow Fiber Bioreactor Systems
showed significant potential for the propagation of pandemic
influenza A viruses through our Cooperative Research and
Development Agreement with the Respiratory Disease Division of the
Naval Health Research Center (NHRC).  During initial studies
conducted at NHRC, we observed high titers and virus production
levels an order of magnitude greater than generally expected with
traditional cell culture bioreactors. We expect our collaboration
with Max Planck to further demonstrate the advantages and
viability of hollow fiber perfusion technology as robust, modular
and rapid response instrumentation for the large scale production
of viral vaccines."

In June 2011, an article was published in Genetic Engineering &
Biotechnology News reporting on encouraging results from
preliminary viral growth studies conducted by Biovest and the NHRC
finding multiple key fundamental advantages offered by Biovest's
hollow fiber systems not found in other bioreactor systems
currently used for virus production.  That GEN article can be
accessed in the Media Center at Biovest's corporate Web site at:
http://www.biovest.com/investor-relations/media-center

Biovest's President & CEO, Samuel S. Duffey, added, "I believe
that a paradigm shift is underway in the vaccine industry that is
being driven by an urgent need to swiftly respond to pandemic
viral threats.  As the potential for new viral threats are
forecast to emerge, there has never been greater demand for a
highly efficient vaccine production platform that can be rapidly
scaled to meet the need and, when necessary, rapidly deployed to
needed locations.  Based on the encouraging data reported by the
NHRC and our collaboration with the Max Planck Institute, we
believe Biovest's Hollow Fiber Systems are becoming well-
positioned as a scalable, portable and highly-efficient
manufacturing platform that can help meet this urgent need."

                   About Biovest International

Biovest International, Inc. -- http://www.biovest.com/-- is an
emerging leader in the field of active personalized
immunotherapies.  In collaboration with the National Cancer
Institute, Biovest has developed a patient-specific, cancer
vaccine, BiovaxID(R), with three clinical trials completed,
including a Phase III study, demonstrating evidence of safety and
efficacy for the treatment of indolent follicular non-Hodgkin's
lymphoma.

Headquartered in Tampa, Florida, with its bio-manufacturing
facility based in Minneapolis, Minnesota, Biovest is publicly-
traded on the OTCQB(TM) Market with the stock-ticker symbol
"BVTI", and is a majority-owned subsidiary of Accentia
Biopharmaceuticals, Inc. (OTCQB: "ABPI").

Biovest, along with its subsidiaries, Biovax, Inc., AutovaxID,
Inc., Biolender, LLC, and Biolender II, LLC, filed for Chapter 11
bankruptcy protection on Nov. 10, 2008 (Bankr. M.D. Fla. Case
No. 08-17796).

As reported in the Troubled Company Reporter on Nov. 19, 2010,
Biovest emerged from Chapter 11 protection, and its reorganization
plan became effective, on Nov. 17, 2010.

The Company reported a net loss of $15.28 million on $3.88 million
of total revenue for the year ended Sept. 30, 2011, compared with
a net loss of $8.58 million on $5.35 million of total revenue
during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$5.41 million in total assets, $37.96 million in total liabilities
and a $32.54 million total stockholders' deficit.

CHERRY, BEKAERT, & HOLLAND L.L.P., in Tampa, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
incurred cumulative net losses since inception of approximately
$161 million and cash used in operating activities of
approximately $4.6 million during the two years ended Sept. 30,
2011, and had a working capital deficiency of approximately $2.2
million at Sept. 30, 2011.


BLITZ USA: Hires Duckwall & Company as Auctioneer
-------------------------------------------------
Blitz Acquisition Holdings, Inc., asks the bankruptcy court for
permission to employ Duckwall & Company, Inc., as auctioneer for
sale of certain property.

Upon retention, the firm will, among other things:

   a. conduct an auction on or before Feb. 28, 2012 on-site at the
      Debtor's facility;

   b. offer the Assets for sale by piece or by lot, or offer some
      or all of the assets for sale on auctionner's Web site; and

   c. determine and implement appropriate advertising to sell the
      assets prior to an auction to potential buyers.

Pursuant to the Auction Agreement, Duckwall & Company's
compensation will consist of (i) a charge of a buyer's premium of
12% of the sale price of each asset sold that will be collected by
Duckwall & Company directly from the successful bidder, in
addition to the purchase price bid, and (ii) reimbursement from
the sale proceeds for any advertising expenses incurred in
connections with the auction.

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

                          About Blitz USA

Blitz U.S.A. Inc., is a Miami, Oklahoma-based manufacturer of
plastic gasoline cans.  The company, controlled by Kinderhook
Capital Fund II LP, filed for bankruptcy protection to stanch a
hemorrhage resulting from 36 product-liability lawsuits.

Parent Blitz Acquisition Holdings, Inc., and its affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case Nos. 11-13602 thru
11-13607) on Nov. 9, 2011.  The Hon. Peter J. Walsh presides over
the case.  Debtor-affiliate Blitz Acquisition estimated assets and
debts at $50 million to $100 million.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger
represents the Debtors in their restructuring efforts.  The
Debtors tapped Zolfo Cooper, LLC, as restructuring advisor; and
Kurtzman Carson Consultants LLC serves as notice and claims agent.
Lowenstein Sandler PC from Roseland, New Jersey, represents the
Official Committee of Unsecured Creditors.

The Chapter 11 case is financed with a $5 million secured
loan from Bank of Oklahoma.  Bank of Oklahoma, as DIP agent, is
represented by Samuel S. Ory, Esq. -- sory@fdlaw.com -- at
Frederic Dorwart Lawyers in Tulsa.


BLOCK COMMUNICATIONS: S&P Assigns B+ Rating to $250-Mil. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating to Toledo, Ohio-based media and cable TV operator Block
Communications Inc.'s proposed, privately placed $250 million
senior notes due 2020. "The recovery rating is '4', indicating our
expectation of average (30% to 50%) recovery of principal
in event of a default," S&P said.

"At the same time we affirmed our 'B+' corporate credit rating on
Block. The outlook is stable. We expect to withdraw our ratings on
the term loan and the 8 % senior notes due 2015 upon consummation
of the refinancing," S&P said.

"The ratings on Block reflect limited business and geographic
diversity; our expectation of continuing, substantial cash drain
from the newspaper segment; and an 'aggressive' financial profile
(as defined in our criteria)," said Standard & Poor's credit
analyst Richard Siderman. "The rating does recognize that despite
lack of scale economies, Block's key cable-TV unit has performed
well and generated better-than-average operating metrics. To
reported debt of about $255 million at Sept. 30, 2011, we add
approximately $115 million of adjustments, mostly for post-
retirement benefit obligations."

"The stable rating outlook largely reflects the good degree of
revenue and cash flow visibility inherent in the subscription-
based business model of Block's core cable-TV properties, which
generate the bulk of consolidated EBITDA. Absent a greater-than-
anticipated rate of basic subscriber losses or a further
deterioration of performance at the newspaper segment, we expect
Block to maintain adjusted debt leverage in the 3x to 4x range.
However, while recent labor concessions at the two newspapers are
material, they will not be sufficient to stem the substantial cash
drain from that segment absent some turnaround in circulation, and
more importantly, advertising revenues," S&P said.

"We could lower the rating if adjusted debt leverage rose to the
6x level. The impact of the newspaper segment limits prospects for
an upgrade. Consideration of an upgrade would require evidence
that trends at the newspapers are improving and that the cash
drain from those properties would moderate over the medium term,"
S&P said.


BOOMERANG SYSTEMS: Incurs $19.1 Million Net Loss in Fiscal 2011
---------------------------------------------------------------
Boomerang Systems, Inc., filed with the U.S. Securities and
Exchange Commission its Annual Report on Form 10-K reporting a net
loss of $19.10 million on $1.59 million of total revenues for the
year ended Sept. 30, 2011, compared with a net loss of $15.78
million on $718,530 of total revenues during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$4.27 million in total assets, $8.32 million in total liabilities,
and a $4.05 million total stockholders' deficit.

                         Bankruptcy Warning

The Company said its operations may not generate sufficient cash
to enable it to service its debt.  If the Company were to fail to
make any required payment under the notes and agreements governing
its indebtedness or fail to comply with the covenants contained in
the notes and agreements, the Company would be in default.  The
Company's debt holders would have the ability to require that the
Company immediately pay all outstanding indebtedness.  If the debt
holders were to require immediate payment, the Company might not
have sufficient assets to satisfy its obligations under the notes
or the Company's other indebtedness.  In such event, the Company
could be forced to seek protection under bankruptcy laws, which
could have a material adverse effect on its existing contracts and
its ability to procure new contracts as well as its ability to
recruit or retain employees.  Accordingly, a default could have a
significant adverse effect on the market value and marketability
of the Company's common stock.

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

                         http://is.gd/tJXS2o

                       About Boomerang Systems

Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.


BRAINY BRANDS: Issues Discount Promissory Note for $50,000
----------------------------------------------------------
The Brainy Brands Company, Inc., sold an original issue discount
promissory note in the principal amount of $55,000 to an
accredited investor for gross proceeds of $50,000.  The Note is
due on July 9, 2012, and at the Lender's option may be converted
at its face value into securities offered in the Company's next
equity or equity linked financing.

                       About Brainy Brands

Suwanee, Ga.-based The Brainy Brands Company, Inc., through its
operating subsidiary, engages in the business of selling
educational DVDs, books, games, and toys for babies, toddlers and
pre-schoolers both domestically and internationally through
retailers under licensing agreements, as well as directly to
customers primarily via internet sales.

The Company reported a net loss of $20.05 million on $530,603
of total revenues for the nine months ended Sept. 30, 2011,
compared with net income of $1.68 million on $341,295 of total
revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.60 million in total assets, $18.54 million in total
liabilities, and a $16.93 million total shareholders' deficit.

Habif, Arogeti & Wynne, LLP, in Atlanta, Ga., expressed
substantial doubt about The Brainy Brands' ability to continue as
a going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has incurred
significant operating losses and has a net capital deficiency.


C&D TECHNOLOGIES: Merger with Angel Acquisition Takes Effect
------------------------------------------------------------
C&D Technologies, Inc., announced that effective on Jan. 13, 2012,
and pursuant to the previously announced Agreement and Plan of
Merger, dated as of Oct. 3, 2011, by and among C&D and certain
affiliates of Angelo, Gordon & Co., Angel Acquisition Corp. was
merged with and into C&D, with C&D continuing as the surviving
corporation.  As a result of the merger, each share of C&D common
stock not owned by Angelo, Gordon & Co., or its affiliates was
cancelled and automatically converted into the right to receive
$9.75 in cash and C&D is now wholly owned by affiliates of Angelo,
Gordon & Co.  C&D's common stock will no longer be publicly traded
on the over the counter market.

In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Angelo Gordon and its affiliates disclosed
that, as of Jan. 13, 2012, they beneficially own 15,196,562 shares
of common stock of C&D Technologies representing 100% of the
shares outstanding.  A full-text copy of the filing is available
at http://is.gd/30qbQw

                      About C&D Technologies

C&D Technologies, Inc., is a manufacturer, marketer and
distributor of electrical power storage systems for the standby
power storage market.  The Company makes lead acid batteries and
standby power systems that integrate lead acid batteries with
other electronic components, which are used to provide backup or
standby power for electrical equipment in the event of power loss
from the primary power source.

C&D Technologies in December 2010 escaped a bankruptcy filing
after completing an out-of-court restructuring that reduced the
Company's total debt from approximately $175 million to
$50 million.  The Company in September had entered into a
restructuring support agreement with noteholders to a
restructuring that will be effected through (i) an offer to
exchange the Company's outstanding notes for up to 95% of the
Company's common stock, or (ii) a prepackaged plan of
reorganization under Chapter 11 of the U.S. Bankruptcy Code, if
the exchange offer fails to get the requisite support.  C&D
Technologies elected not to make a semi-annual interest
payment due on its 5.25% Convertible Senior Notes due 2025 on
Nov. 1, 2010.

The Company reported a net loss of $55.55 million on
$354.83 million of net sales for the fiscal year ended Jan. 31,
2011, compared with a net loss of $25.78 million on
$335.71 million of net sales during the prior fiscal year.

The Company reported a net loss of $5.42 million on
$276.33 million of net sales for the nine months ended Oct. 31,
2011, compared with a net loss of $62.60 million on
$256.16 million of net sales for the same period during the prior
year.

The Company's balance sheet at Oct. 31, 2011, showed
$255.70 million in total assets, $164.68 million in total
liabilities and $91.01 million in total equity.


CASH STORE: S&P Assigns 'B' Long-Term Issuer Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
issuer credit rating to Edmonton, Alta.-based The Cash Store
Financial Inc. (CSF). The outlook is stable. "We also assigned a
'B' rating to CSF's C$125 million fixed-rate, five-year senior
secured notes. The recovery rating on the notes is '4', indicating
our expectation of an average (30%-50%) recovery in the event of
default," S&P said.

"Our ratings take into account the competitive conditions in the
Canadian payday lending market and the sector's evolving and
relatively untested regulatory arrangements," said Standard &
Poor's credit analyst Thomas Connell. "The ratings also factor in
credit risks inherent to the payday lending sector, and CSF's
plans to expand its branch networks in Canada and the U.K. The
ratings also reflect our view of the company's consistent track
record and leading Canadian market position in the short-term
retail lending area, benefits arising from regulation including
reduced future litigation risk, CSF's ongoing plans to diversify
its product offering and market position, and the company's
manageable financial profile."

CSF's credit profile reflects its involvement in the payday
lending sector. This sector is characterized by exposure to
borrowers with weak individual credit profiles, as well as by
active competition and limited barriers to entry. Payday loan
borrowers are typically consumers with limited financial
flexibility and few options to exercise when emergency cash
requirements arise. Illustrating the intrinsic riskiness of this
sector are annual percentage rates for lending that are a multiple
of the 60% legal limit that applies to other lending businesses in
Canada under the Criminal Code. Payday lending carries a specific
exemption to this limit, partly in recognition of the significant
risk lenders assume from unsecured short-term loans.

CSF offers a range of products in addition to payday loans,
including banking services offered on behalf of a chartered bank,
insurance products, check cashing, money transfers, and prepaid
debit, credit, and phone cards. Currently products relating to
payday lending contribute a substantial majority of CSF's
revenues.

The Canadian payday lending sector is highly competitive, with
many local markets served by a diversity of lenders. In recent
years, large U.S.-based operators have entered the Canadian market
through acquisition of payday lending chains, with intentions to
further extend their Canadian market presences. Over the past five
years, CSF itself has increased its number of branches from 338 to
597, and intends to pursue further network expansion in Canada.

Competition may be somewhat muted by regulation, which has been
introduced over the past five years to most of the Canadian
jurisdictions that have active payday lending businesses.
Regulation involves interest rate caps as well as standards for
conduct that will likely limit the range of competitive measures
that may influence market outcomes, while excluding some entrants
due to compliance costs.

"The stable outlook is based on CSF's consistent track record and
the expected adequacy of projected cash flow and profitability
metrics relative to CSF's financial profile. An upgrade would
depend on continuing progress on product and geographic
diversification efforts, as well as further settling of regulatory
arrangements across the main Canadian jurisdictions in which CSF
operates. We could lower the rating if profitability erodes due to
a combination of regulatory and competitive pressures, with
commensurate reduction of debt protection measures. We could also
lower the rating if the company is unsuccessful in transitioning
to on-balance-sheet funding and the direct lending model," S&P
said.


CASPIAN SERVICES: European Bank Could Force Bankruptcy
------------------------------------------------------
Caspian Services, Inc., filed on Jan. 13, 2012, its annual report
on Form 10-K for the fiscal year ended Sept. 30, 2011.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah,
expressed substantial doubt about Caspian Services' ability to
continue as a going concern.  The independent auditors noted that
a Company creditor has indicated that it believes the Company may
be in violation of certain covenants of certain substantial
financing agreements.  "The financing agreements have acceleration
right features that, in the event of default allow for the loan
and accrued interest to become immediately due and payable.  As a
result of this uncertainty, the Company has included the note
payable and all accrued interest as current liabilities at
September 30, 2011.  At Sept. 30, 2011, the Company had negative
working capital of $50,454,000.  Uncertainty as to the outcome of
these factors raises substantial doubt about the Company's ability
to continue as a going concern."

The Company reported a net loss of $12.0 million on $49.1 million
of total revenues for fiscal 2011, compared with a net loss of
$34.1 million on $46.2 million of total revenues for fiscal 2010.

The Company's balance sheet at Sept. 30, 2011, showed $105.1
million in total assets, $86.1 million in total liabilities, and
stockholders' equity of $19.0 million.

             EBRD Could Force Company Into Bankruptcy

The European Bank for Reconstruction and Development ("EBRD") has
verbally notified the Company that it believes the Company is in
violation of at least some of the financial covenants of its
financing agreements.

To date, EBRD has taken no action to establish the defaults or to
increase or accelerate the debt obligations the Company owes them
or to accelerate their put right.  Should EBRD determine to take
such action and exercise its acceleration or other rights, the
Company would not have sufficient funds to repay the loan or to
satisfy the EBRD put right and would be forced to seek sources of
funding to satisfy these obligations.

As of Sept. 30, 2011, the outstanding amount due to European Bank
for Reconstruction and Development ("EBRD") was $19,874,000.  In
addition, were EBRD to accelerate its put option the accelerated
put price would be $10,000,000 plus an internal rate of return of
20% per annum, which at Sept. 30, 2011, was $5,817,000.

"Given the difficult equity and credit markets and our current
financial condition, we believe it would be very difficult, if not
impossible, to obtain such funding," the Company said in the
filing.  "If we were unable to obtain funding to repay the loan or
satisfy the put, we anticipate EBRD could seek any legal remedies
available to it to obtain repayment of its loan.  These remedies
could include forcing the Company into bankruptcy.  As the
financing provided to us by EBRD is secured by mortgages on the
real property, assets and bank accounts of Balykshi and CRE, and
guaranteed by the Company, EBRD could also pursue remedies under
those security agreements, including foreclosing on the marine
base and other assets."

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

                       http://is.gd/Yetu2F

Salt Lake City, Utah-based Caspian Services, Inc., provides
diversified oilfield services to the oil and gas industry in
western Kazakhstan, including providing a fleet of vessels,
onshore, transition zone and marine seismic data acquisition and
processing services and a marine supply and support base in the
port of Bautino, in Bautino Bay, Kazakhstan.


CDC CORP: Judge Rejects Request for Trustee to Take Control
-----------------------------------------------------------
A bankruptcy judge in the U.S. decided that Hong Kong-based
technology provider CDC Corp. could reorganize its finances under
the direction of its new chief restructuring officer.

The Hon. Paul W. Bonapfe of the U.S. Bankruptcy Court for the
Northern District of Georgia denied the request for the apontment
of a trustee despite accusations by a court watchdog and hedge
fund that had argued that the executive was a puppet controlled by
the Debtor's temporarily suspended chief executive.

The Court also approved a stipulation providing that:

   -- Finley, Colmer and Company and its designee Marcus A. Watson
   to serve as chief restructuring officer and to perform the
   duties set forth in a second amended agreement dated Dec. 22,
   2011; and

   -- the Debtor's exclusive period will expire or be deemed
   lifted, without further notice, hearing or order of the Court,
   on the earliest of:

     (i) Jan. 31, 2012;

    (ii) the filing by the Debtor of a Section 363 motion to sell
         all of the Debtor's interest in CDC Software (or a
         sufficient amount of such interest to result in
         consideration to the estate in an amount that will exceed
         the full amount owing to all creditors); or (iii) the
         Debtor's filing of a Chapter 11 plan of reorganization or
         liquidation.

The U.S. Trustee, as well as Evolution CDC SPV Ltd., Evolution
Master Fund Ltd., SPC, Segregated Portfolio, and E1 Fund Ltd.,
filed motions for appointment of a Chapter 11 trustee.

                          About CDC Corp

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

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


CDC SOFTWARE: Unit Considers Options in Advance of Delisting
------------------------------------------------------------
CDC Software Corporation is considering potential steps it may
take in the event its American Depositary Shares representing
class A ordinary shares are delisted by NASDAQ, and what
alternatives it may have to maximize liquidity for a continued
market for its ADSs in the Pink OTC Market.

The company has also been considering several ways in which it
might reduce the burdens associated with its public reporting
status in light of its previously-reported Form 20-F filing
delinquency, resignation of its external auditors in November 2011
and the bankruptcy proceedings involving its parent, CDC
Corporation.

Upon any delisting, CDC Software would be eligible to voluntarily
deregister under Section 12(b) of the Securities Exchange Act of
1934, as amended and to suspend its reporting obligations under
Section 15(d) of the Exchange Act.  The Company has therefore been
considering whether following any NASDAQ delisting, it should
deregister its ADSs under the Exchange Act and become a non-
reporting company.

As of the date hereof, CDC Software has made no decision to
voluntarily delist or deregister under the Exchange Act; however,
the Company's Board of Directors has been discussing several
considerations relating to its status as an Exchange Act reporting
company, including, without limitation, the potential impact of
delisting and deregistration on minority shareholders, potential
cost savings and others.

The company intends to continue to consider its alternatives with
respect to the foregoing in conjunction with the Jan. 19, 2012
hearing in front of Nadsaq with respect to the reinstatement of
the trading of its ADSs and will make a further filing or
announcement following the date any decision is made.

As previously announced, CDC Software received notice from The
NASDAQ Stock Market LLC on its decision to delist its ADSs based
on public interest concerns under NASDAQ Listing Rule 5101 and the
Company's failure to timely file its Annual Report on Form 20-F
for the year ended Dec. 31, 2010, as required by Listing Rule
5250(c).  CDC Software was granted a hearing before NASDAQ, which
is scheduled for Jan. 19, 2012, for reinstatement of trading in
its ADSs on NASDAQ.  Since Dec. 16, 2011, the ADSs have been
traded on the OTC Pink Market under the Company's current trading
symbol "CDCSY".  There can be no assurance, however, that the
Panel will grant the Company's request for reinstatement of
trading and continued listing on NASDAQ particularly in light of
the Company's current inability to file its delinquent Form 20-F.

                          About CDC Software

CDC Software (CDCSY), The Customer-Driven Company(TM), is a global
enterprise software provider of on-premise and cloud deployments.
Leveraging a service-oriented architecture (SOA), CDC Software
offers multiple delivery options for their solutions including on-
premise, hosted, cloud-based Software as a Service (SaaS) or
blended-hybrid deployment offerings.  CDC Software's solutions
include enterprise resource planning (ERP), manufacturing
operations management, enterprise manufacturing intelligence,
supply chain management (demand management, order management and
warehouse and transportation management), global trade management,
e-Commerce, human capital management, customer relationship
management (CRM), complaint management and aged care solutions.


CELL THERAPEUTICS: Board Approves $1.6MM 2011 Bonus to Executives
-----------------------------------------------------------------
The compensation committee of the board of directors of Cell
Therapeutics, Inc., approved cash incentive awards for 2011 for
each of the Company's named executive officers in these amounts:

  Name and Principal Position                        2011 Bonus
  ---------------------------                        ----------
James A. Bianco, M.D.                               $617,500
   Chief Executive Officer

Craig W. Philips                                    $341,700
   President

Louis A. Bianco                                     $242,550
   EVP, Finance and Administration

Jack W. Singer, M.D.                                $204,000
   EVP, Chief Medical Officer

Daniel G. Eramian                                   $226,800
   EVP, Corporate Communications

Also on Jan. 7, 2012, the Compensation Committee approved a
special bonus of $50,000 to each of Louis A. Bianco and Dr. Jack
W. Singer, co-founders of the Company along with Dr. Bianco, to
recognize their 20 years of continuous service with the Company
since its inception.

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
bi4opharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

The Company reported a net loss of $82.64 million on $319,000 of
revenue for the 12 months ended Dec. 31, 2010, compared with a net
loss of $82.64 million on $80,000 of total revenue during the same
period in 2009.

The Company also reported a net loss attributable to CTI of
$53.39 million on $0 of revenue for the nine months ended
Sept. 30, 2011, compared with a net loss attributable to CTI of
$62.92 million on $319,000 of total revenues for the same period
during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$62.85 million in total assets, $33.89 million in total
liabilities, $13.46 million in common stock purchase warrants, and
$15.49 million total shareholders' equity.

Marcum LLP, in San Francisco, Calif., expressed substantial doubt
about the Company's ability to continue as a going concern in its
audit reports for the financial statements for 2009 and 2010.  The
independent auditors noted that the Company has incurred losses
since its inception, and has a working capital deficiency of
approximately $14.2 million at Dec. 31, 2010.

                        Bankruptcy Warning

The Company has incurred losses since inception and expect to
generate losses for the next few years primarily due to research
and development costs for Pixuvri, OPAXIO, tosedostat,
brostallicin and bisplatinates.

If the Company receives approval of Pixuvri by the European
Medicines Agency or the Food and Drug Administration, the Company
would anticipate additional commercial expenses associated with
Pixuvri operations.  Accordingly, the Company will need to raise
additional funds and is currently exploring alternative sources of
equity or debt financing.  The Company may seek to raise such
capital through public or private equity financings, partnerships,
joint ventures, disposition of assets, debt financings or
restructurings, bank borrowings or other sources of financing.
However, additional funding may not be available on favorable
terms or at all.  If additional funds are raised by issuing equity
securities, substantial dilution to existing shareholders may
result.  If the Company fails to obtain additional capital when
needed, the Company may be required to delay, scale back, or
eliminate some or all of its research and development programs and
may be forced to cease operations, liquidate its assets and
possibly seek bankruptcy protection.


CENTER STAGE: Hires Garfield Law Firm as Chapter 11 Counsel
-----------------------------------------------------------
Resorts Development Group II LLC, which does business as Country
Crossing or Center Stage, seeks Bankruptcy Court permission to
employ Frederick M. Garfield of the Garfield Law Firm LLC as its
Chapter 11 counsel.

Mr. Garfield has almost 23 years of experience in representing
parties and debtors in Chapter 11 proceedings and general
insolvency matters.  Center Stage has paid the Garfield firm a
$20,000 retainer and the $1,046 Chapter 11 filing fee.  Mr.
Garfield charges $250 per hour for his services.  Legal assistants
will be subsumed within Mr. Garfield's hourly billing.

Mr. Garfield attests that his firm (i) does not hold or represent
any interest adverse to Debtor or to its bankruptcy estates and
(ii) is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code, as modified by Section
1107(b) of the Bankruptcy Code.

Resorts Development Group II said its bankruptcy filing was
precipitated by a variety of factors that have led to a decline in
its business.  Over the past few years, the country has seen a
significant decline in the economy as a whole.  The economic
decline has resulted in significant decrease in consumer spending,
including travel and vacations.  Perhaps most importantly, the
Debtor's bingo/casino gaming business has been thwarted by the
State of Alabama law enforcement with much of the Debtor's
consultant and management\ownership expertise being indicted by
the U.S. Justice Department for numerous allegations of criminal
violations.  The Debtor has undergone a change in corporate
directorship and is attempting under that new management to
reorganize.  Lastly, and of material significance, the Debtor's
third mortgagee against its real property premises had initiated
and noticed a foreclosure sale for Jan. 9, 2012 prompting the
emergency filing.

                About Resorts Development Group II

Resorts Development Group II LLC owns and operated Country
Crossing d/b/a Center Stage located at 300 Country Crossing Pkwy.,
Cottonwood, Alabama.  It filed for Chapter 11 bankruptcy (Bankr.
M.D. Ala. Case No. 12-30054) on Jan. 9, 2012.  Judge William R.
Sawyer presides over the case.  In its petition, the Debtor
estimated $10 million to $50 million in assets and $50 million to
$100 million in debts.  Court papers say the value of the Debtor's
real property is in excess of $5 million.  The petition was signed
by Trish Don Francesco, director/manager.


CENTER STAGE: Sec. 341 Creditors' Meeting Set for Feb. 16
---------------------------------------------------------
The U.S. Bankruptcy Administrator in Montgomery, Alabama, will
convene a Meeting of Creditors pursuant to Sec. 341(a) of the
Bankruptcy Code in the Chapter 11 case of Resorts Development
Group II LLC, which does business as Country Crossing or Center
Stage, on Feb. 16, 2012 at 9:30 a.m. at 341 Meeting of Creditors
(4E), U.S. Bankruptcy Court, One Church Street, in Montgomery.

Proofs of claim are due in the case by April 16, 2012.

                About Resorts Development Group II

Resorts Development Group II LLC owns and operated Country
Crossing d/b/a Center Stage located at 300 Country Crossing Pkwy.,
Cottonwood, Alabama.  It filed for Chapter 11 bankruptcy (Bankr.
M.D. Ala. Case No. 12-30054) on Jan. 9, 2012, to halt foreclosure
proceedings.  Judge William R. Sawyer presides over the case.  In
its petition, the Debtor estimated $10 million to $50 million in
assets and $50 million to $100 million in debts.  Court papers say
the value of the Debtor's real property is in excess of $5
million.  The petition was signed by Trish Don Francesco,
director/manager.


CENTRAL FEDERAL: Has Until July 9 to Regain Nasdaq Compliance
-------------------------------------------------------------
The Nasdaq Stock Market had determined that Central Federal
Corporation is eligible for an additional 180-day calendar period,
until July 9, 2012, to regain compliance with the minimum closing
bid price requirement for continued listing on The Nasdaq Capital
Market.  To regain compliance, the closing bid price of the
Company's common shares must meet or exceed $1.00 per share for at
least ten consecutive business days prior to July 9, 2012.

On July 13, 2011, the Company had received notice from Nasdaq that
it did not comply with the minimum bid price requirement for
continued listing on The Nasdaq Capital Market because the bid
price for its common stock had fallen below $1.00 per share for
the 30 consecutive business days prior to the date of that notice.
Rule 5550(a)(2) of Nasdaq's Listing Rules requires a minimum bid
price of $1.00 per share.

During this additional period, the Company's common stock will
continue to trade on Nasdaq under the symbol CFBK.

In the event the Company does not regain compliance, the Company
may be eligible for additional time through an appeal to a
Hearings Panel, or be required to have its stock quoted on the
Over the Counter Bulletin Board.

The Company is considering a number of different actions that it
may take in order to regain compliance with the continued listing
requirements.

The Company continues to move forward with its previously
disclosed proposed rights offering of common stock to raise $22.5-
$30.0 million in additional capital and improve the capital ratios
of the Company and CFBank.

                       About Central Federal

Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is
the holding company for CFBank, a federally chartered savings
association formed in Ohio in 1892.  CFBank has four full-service
banking offices in Fairlawn, Calcutta, Wellsville and Worthington,
Ohio.

The Company's balance sheet at Sept. 30, 2011, showed
$265.4 million in total assets, $254.0 million in total
liabilities, and stockholders' equity of $11.4 million.

                        Regulatory Matters

On May 25, 2011, Central Federal Corporation and CFBank each
consented to the issuance of an Order to Cease and Desist (the
Holding Company Order and the CFBank Order, respectively, and
collectively, the Orders) by the Office of Thrift Supervision
(OTS), the primary regulator of the Holding Company and CFBank at
the time the Orders were issued.

The Holding Company Order requires it, among other things, to: (i)
submit by June 30, 2011, a capital plan to regulators that
establishes a minimum tangible capital ratio commensurate with the
Holding Company's consolidated risk profile, reduces the risk from
current debt levels and addresses the Holding Company's cash flow
needs; (ii) not pay cash dividends, redeem stock or make any other
capital distributions without prior regulatory approval; (iii) not
pay interest or principal on any debt or increase any Holding
Company debt or guarantee the debt of any entity without prior
regulatory approval; (iv) obtain prior regulatory approval for
changes in directors and senior executive officers; and (v) not
enter into any new contractual arrangement related to compensation
or benefits with any director or senior executive officer without
prior notification to regulators.

The CFBank Order required CFBank to have by Sept. 30, 2011, and
maintain thereafter, 8% Tier 1 (Core) Capital to adjusted total
assets and 12% Total Capital to risk weighted assets.  CFBank will
not be considered well-capitalized as long as it is subject to
individual minimum capital requirements.

CFBank did not comply with the higher capital ratio requirements
by the Sept. 30, 2011 required date.


CHRISTIAN BROTHERS: Plan Filing Period Extended Until Jan. 24
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has entered a bridge order extending The Christian Brothers'
Institute, et al.'s exclusivity period to file a proposed plan
until Jan. 24, 2012.

The hearing to consider the extension of the Debtors' exclusivity
periods that had been set for Dec. 22, 2012, had been adjourned to
Jan. 23, 2012, at 10:00 a.m.

As reported in the TCR on Nov. 29, 2011, the Debtors asked the
Court extend their exclusive periods to file and solicit
acceptances for their proposed Chapter 11 plan until June 21,
2012, and Aug. 20, 2012, respectively.  The Debtors related that
they needed additional time to determine the aggregate amount of
the claims or the amount that may be necessary to fund a
plan in these cases.

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.


CHRISTIAN BROTHERS: Creditors Press for Sale of Real Estate
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that survivors of alleged sexual
abuse at schools run by Christian Brothers Institute Inc. and the
Christian Brothers of Ireland Inc. have asked for court help in
spurring the Catholic lay order to start putting together some
cash to pay claims.

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.


CIRCUS AND ELDORADO: Cut by S&P to 'CCC-'; Debt Matures in March
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Reno-
based gaming operator Circus and Eldorado Joint Venture (CEJV) to
'CCC-' from 'CCC', including its corporate credit rating and
issue-level rating on CEJV's mortgage notes.  "In addition, we
placed all ratings on CreditWatch with negative implications," S&P
said.

"The CreditWatch listing reflects the limited progress that CEJV
has made in addressing its March 2012 debt maturity," said
Standard & Poor's credit analyst Michael Halchak.

"With less than two months to maturity, we believe it is becoming
increasingly likely CEJV will restructure its debt obligations.
Based on our cash flow expectations for 2012 and beyond, and
incorporating the likelihood of higher interest costs given the
company's credit profile and current market conditions, we believe
CEJV will be challenged to generate sufficient cash flow to
support fixed charges under a refinanced capital structure.  While
cash balances are relatively sizable and may reduce the amount of
debt CEJV would need in a recapitalization, we believe this excess
cash does not mitigate the refinancing risk," S&P said.

CEJV is a joint venture of affiliates of MGM Resorts International
and Eldorado Resorts LLC. CEJV owns and operates a single
property, the Silver Legacy Resort Casino in Reno. Reno's gaming
revenues remain historically weak because of both increased
competition from Native American casinos in Northern California
over the past several years and economic weakness in more recent
years. Gaming revenues, as reported by the Nevada Gaming Control
Board, totaled roughly $562 million in 2010, compared with $859
million in 2000, representing a compounded annual decline of
approximately 4.2%. Through November 2011, gaming revenues in Reno
declined about 5% from the comparable period last year.

"We will monitor CEJV's progress toward its upcoming debt maturity
to resolve the CreditWatch.  Absent a successful refinancing by
March 1, 2012, we would lower our rating to 'D'.  If CEJV moves
forward with a restructuring plan that would result in any
debtholders being offered less than what we deem as full
and timely payment under our ratings criteria, we also expect to
lower our rating to 'D'.  If CEJV can successfully execute a
refinancing, we will evaluate the new capital structure, and an
upgrade would depend on our expectations for CEJV to generate
sufficient cash flow to support fixed charges under a refinanced
capital structure," S&P said.


CLAIRE'S STORES: Bank Debt Trades at 12% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 88.08 cents-
on-the-dollar during the week ended Friday, Jan. 13, 2012, an
increase of 1.19 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 275 basis points above
LIBOR to borrow under the facility.  The bank loan matures on May
29, 2014, and carries Moody's B3 rating and Standard & Poor's B
rating.  The loan is one of the biggest gainers and losers among
131 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                     About Claire's Stores

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

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

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

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


CLEAR CHANNEL: Bank Debt Trades at 22% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 77.97 cents-on-the-dollar during the week ended Friday, Jan.
13, 2012, an increase of 3.51 percentage points from the previous
week according to data compiled by Loan Pricing Corp. and reported
in The Wall Street Journal.  The Company pays 365 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 30, 2016, and carries Moody's Caa1 rating and Standard &
Poor's CCC+ rating.  The loan is one of the biggest gainers and
losers among 131 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

               About CC Media and Clear Channel

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

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

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

As reported by the Troubled Company Reporter on Dec. 16, 2011,
Standard & Poor's revised its rating outlook on CC Media Holdings
Inc., and Clear Channel, which S&P views on consolidated basis, to
negative from positive.  "We affirmed our ratings on the company,
including the corporate credit rating of 'CCC+'," S&P said.

"The outlook revision reflects our view that softening ad demand
and global economic uncertainty could slow the pace of revenue
growth at CC Media over the intermediate term, heightening
refinancing risk around its 2014 and 2016 debt maturities,"
explained Standard & Poor's credit analyst Michael Altberg.  "The
'CCC+' corporate credit rating reflects the risks surrounding the
longer-term viability of the company's capital structure in
particular, refinancing risk relating to sizable secured and
unsecured debt maturities in 2014 ($2.9 billion) and 2016 ($12.3
billion).  We view CC Media's financial risk profile as 'highly
leveraged' (based on our criteria), given the company's
significant refinancing risk, very slim EBITDA coverage of
interest expense, and minimal discretionary cash flow compared to
its debt burden.  In our view, the company has a 'fair' business
risk profile, because of its position as the largest U.S. radio
and global outdoor advertising operator," S&P said.


CLIVER DEVELOPMENT: Court OKs Patrick McGoldrick as Accountant
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
Cliver Development, Inc., to employ Patrick McGoldrick, CPA, as
accountant to prepare the Debtor's tax returns and assist in the
preparation of monthly operating reports.  Mr. McGoldrick's hourly
rate is $70.

                      About Cliver Development

Cliver Development, Inc., engages in single family homes
construction.  It was incorporated in 1999 and is based in
Edwards, Colorado.  Cliver Development filed for Chapter 11
bankruptcy protection (Bankr. D. Colo. Case No. 11-31857) on
Sept. 14, 2011.  The Hon. Howard R. Tallman presides over the
case.  David Wadsworth, Esq., and Regina Ries, Esq., at Sender &
Wasserman, P.C., serve as the Debtor's bankruptcy counsel.  In its
schedules, the Debtor disclosed $10,301,727 in assets and
$11,276,483 in liabilities as of the Petition Date.


COLONY RESORTS: Receiver Takes Over Hotel, Gaming Business
----------------------------------------------------------
Goldman Sachs Commercial Mortgage Company, successor-in-interest
to Goldman Sachs Commercial Mortgage Capital, L.P., on Sept. 14,
2011, filed an application for the appointment of a receiver in
District Court of Clark County, Nevada, (Case No. A-11-648281-B)
seeking to have Ronald Paul Johnson appointed receiver for the
property and businesses, including the hotel and gaming
operations, of Colony Resorts LVH Acquisitions, LLC.  The Motion
was filed by the Lender following the occurrence of certain Events
of Default under the terms of that certain Loan Agreement, dated
as of May 11, 2006, between the Company, as Borrower, and the
Lender.

On Jan. 6, 2012, the Court granted the appointment of a receiver
to take control of and maintain the Colony Resorts property and to
do any other act reasonably necessary in the sole and absolute
discretion and judgment of the receiver to benefit the property.
Pursuant to the order, Mr. Johnson was appointed receiver for the
property, to take effect on the date on which certain conditions
have been satisfied, including entry of the Order, approval of the
Order by Nevada gaming authorities, and the Receiver having filed
his written acceptance and approval of the terms of the Order.
The Order does not extend beyond the property.  Pursuant to a
stipulation dated Jan. 5, 2012, the Company agreed to the
appointment of a receiver upon the terms and conditions set forth
in the Order.

As of the Effective Date, the receiver is authorized and directed
to take immediate and exclusive possession and full and exclusive
control of the Receivership Property, and to take such other
actions as the Receiver deems reasonable and appropriate to
preserve, manage, secure and safeguard the Receivership Property,
and to operate, manage and carry on the businesses of the
Receivership Property, with certain specified actions subject to
the prior approval of the Court.

                       About Colony Resorts

Las Vegas, Nev.-based Colony Resorts LVH Acquisitions, LLC, owns
and operates the Las Vegas Hilton, a casino resort located in Las
Vegas, Nevada.  The Company licenses from HLT Existing Franchise
Holding LLC the right to use the name "Hilton" and is part of
Hilton's reservation system and Hilton's "HHonors Programs(TM).

The Company's balance sheet at June 30, 2011, showed $347.55
million in total assets, $296.17 million in total liabilities,
$61.80 million in redeemable members' equity, and a $10.42 million
members' deficit.

                      Default Under Term Loan

On May 11, 2006, the Company entered into a Loan Agreement with
Goldman Sachs Commercial Mortgage Capital, L.P.  The Term Loan was
for an initial principal amount of $209.2 million and for an
initial term of two years.  The Company has drawn an additional
$40.8 million against the Term Loan, the maximum funding of the
Term Loan.  Covenants under the Term Loan restrict the Company's
future borrowing capacity.  The loan had an original two-year term
and three, one-year extensions.

Interest on the loan was based on LIBOR plus 2.9% with a minimum
LIBOR rate of 1.5%.  Interest incremented to LIBOR plus 3.5% from
July 2009 through May 2010 and increased to LIBOR plus 4.0% from
June 2010 through May 2011.

As of July 29, 2011, the Company is in default on its Term Loan.
Accordingly, the lender is entitled to exercise various rights,
powers and remedies including acceleration of the Loan,
termination or suspension of all or any portion of advances or
disbursement of funds from restricted cash accounts, accrual of
interest at the default rate and the exercise of remedies under
collateral documents.  The Company is currently in discussions
with its lender to negotiate a restructuring of its debt.  If the
Company is not successful in a restructuring agreement or entering
into a transaction to address its liquidity and capital structure,
the note holders have the ability to demand accelerated repayment
of all amounts under the Term Loan.  The Company would not have
the liquidity to meet this demand.

According to the Company, these conditions raise substantial doubt
about its ability to continue as a going concern.

As reported in the TCR on March 29, 2011, Ernst & Young, in Las
Vegas, Nevada, expressed substantial doubt about Colony Resorts
LVH Acquisition's ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has incurred recurring net losses and has a
working capital deficiency.


CONNACHER OIL: Moody's Affirms 'Caa1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed Connacher Oil and Gas Limited's
(Connacher) Caa1 Corporate Family Rating (CFR) and Probability of
Default Rating (PDR), and Caa2 rating on its $900 million second
lien senior secured notes. The SGL-3 Speculative Grade Liquidity
rating is unchanged.

This change in outlook to negative from stable follows the recent
departures of the entire senior management team and the resultant
uncertainty about the future direction of the company, as well as
the heightened event risk surrounding the company and the unknown
impact thereof on creditors.

RATING RATIONALE

Connacher's Caa1 CFR reflects its very high leverage and debt
service cost, small production base, and a liquidity position that
is likely to be periodically dependent on external sources absent
high bitumen prices. The CFR is supported by Connacher's current
bitumen production of about 14,000 barrels per day (bbls/d), its
large proven and probable reserve base, and its 9,500 bbls/d heavy
oil refinery.

Connacher's SGL-3 Speculative Grade Liquidity rating reflects
adequate liquidity over the next twelve to fifteen months. The
company's C$100 million cash balance and essentially undrawn C$100
million revolver should be sufficient to fund a June 1, 2012 C$100
million convertible debt maturity, and its C$37 million 2012
capital spending program should be funded out of operating cash
flow. The revolver expires in May 2014. The company should be in
compliance with its two financial covenants during this period
(Debt to Capitalization not to exceed 75% and revolver debt to
EBITDA not to exceed 2x.). Alternate liquidity is limited. The
company's assets are pledged under the revolver and second lien
notes, but it does have some ability to sell assets.

The outlook could be returned to stable when the company's
strategic direction under new management is clear and Moody's
believes it does not put the Caa1 CFR at risk. A return to a
stable outlook will also be contingent upon the company being able
to continue to produce bitumen of about 14,000 bbls/d and leverage
being sustainable below 7x. The company is now clearly subject to
heightened event risk, which if manifested could impact the rating
or outlook at any time. The rating could be upgraded if the
company's strategic direction is supportive of a higher rating and
Connacher is able to demonstrate that it will be able to maintain
bitumen production above 14,000 bbls/d, maintain adequate
liquidity to readily fund interest and capex, repay the C$100
million convertible notes due June 1, 2012 and lower its debt to
EBITDA sustainably below 5x.

The rating could be lowered if liquidity appears insufficient to
meet anticipated funding requirements and leverage appears likely
to be unsustainable below 7x. The rating could also be lowered if
there is an adverse event.

In accordance with Moody's Loss Given Default (LGD) Methodology
the notching of the second lien notes at Caa2, one notch below the
Caa1 CFR, reflects their junior ranking in the capital structure
to the secured revolver. The Caa2 senior unsecured notes rating
reflects a one notch override to the rating indication provided by
the LGD model.

In accordance with Moody's Loss Given Default Methodology the
notching of the second lien notes at Caa2, one notch below the
Caa1 CFR, reflects their junior ranking in the capital structure
to the secured revolver. Moody's LGD model indicates a ratings of
Caa1 for the second lien notes, but Moody's applies a one notch
override to Caa2 given the negative outlook and uncertainty
surround the company's strategic direction.

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

Connacher Oil and Gas Limited, headquartered in Calgary, Alberta,
is an oil and gas company with primary focus on the development
and production of oil sands and owns a 9,500 bbls/d refinery in
Montana.


CRET RESTORATION: Involuntary Chapter 11 Case Summary
-----------------------------------------------------
Alleged Debtor: CRET Restoration, Inc.
                8012 Murray Hill Drive
                Fort Washington, MD 20744

Case Number: 12-10648

Involuntary Chapter 11 Petition Date: January 13, 2012

Court: District of Maryland (Greenbelt)

Petitioners' Counsel: Wendell W. Webster, Esq.
                      WEBSTER, FREDRICKSON, CORREIA & PUTH, PLLC
                      1775 K Street, NW, Suite 600
                      Washington, DC 2000
                      Tel: (202)659-8510

CRET Restoration's petitioners:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
M. Evelyn Jones          Loan                   $660,000
1921 Tulip Street, NW
Washington, DC 20012

A Powell Management LLC  Financial Services     $136,000
512 Gordon School Rd.
Thomaston, GA 30286

CDM Associates, Inc.     Professional Services  $104,000
11785 Beltsville Drive,
Suite 1620
Calverton, MD 20705

Neil Bailey              Loan                   $320,000
NKB Investment Group
3333 7th Street, NE
Washington, DC 20032


CRYSTAL CATHEDRAL: Mediator Appointed to Settle Parties' Claims
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has assigned the objection of the Committee (Plan Agent as
successor) to the claims of Robert A. Schuller, Donna Schuller and
St. Patrick Project against Crystal Cathedral Ministries, to the
Bankruptcy Mediation Program of the district.

The Court also appointed the following as mediator and alternate
mediator:

         Franklin C. Adams, mediator
         BEST, BEST & KRIEGER
         3750 University Avenue
         Riverside, CA 92502
         Tel: (951) 686-1450
         Fax: (951) 686-3083
         E-mail: Franklin.Adams@bbklaw.com

                    - and -

         Richard W. Esterkin, alternate mediator
         MORGAN, LEWIS & BOCKIUS
         300 South Grand Ave., 22nd Floor
         Los Angeles, CA 90071-3132
         Tel: (213) 612-1163
         Fax: (213) 612-2501
         E-mail: resterkin@morganlewis.com

As reported in the Troubled Company Reporter on Oct. 10, 2011, the
Official Committee of Unsecured Creditors has filed a suit against
Crystal Cathedral founder Robert H. Schuller and family members.
The lawsuit alleges that, before filing for Chapter 11 almost one
year ago, church officials borrowed about $10 million from an
endowment fund from 2002 to 2009.  The lawsuit also questions
payments to and employment of Shculler's family members.

The lawsuit sought a ruling that would pay church insiders --
including Mr. Schuller, his wife, Arvella, daughters Carol and
Jeanne and their husbands, son Robert Anthony and his wife -- last
upon the sale of the Garden Grove campus.

Mr. Schuller disputes allegations by the Committee, asserting that
actions by the church's board of directors were undertaken in
"good faith" and with the best interests of the church in mind.
He said the ministry board also has been held accountable to an
audit committee, which no family members have ever been a part of.

Robert A. Schuller, Donna Schuller and St. Patrick Project are
represented by:

         Thomas J. Polis, Esq.
         POLIS & ASSOCIATES, A Professional Law Corporation
         19800 MacArthur Boulevard, Suite 1000
         Irvine, CA 92614-2433
         Tel: (949) 862-0040
         Fax: (949) 862-0041
         E-mail: tom@polis-law.com

Attorney for Plan Agent, Karen Sue Naylor, is:

         Nanette D. Sanders, Esq.
         RINGSTAD & SANDERS LLP
         2030 Main Street, Suite 1200
         Irvine, CA 92614
         Tel: (949) 851-7450
         Fax: (949) 851-6926
         E-mail: nanette@ringstadlaw.com

                       About Crystal Cathedral

Crystal Cathedral Ministries is a Southern California-based
megachurch founded by television evangelist Robert Schuller.  The
church, known for its television show "The Hour of Power."

Mr. Schuller retired from his role as senior pastor of Crystal
Cathedral in 2006. His daughter Sheila Schuller Coleman has been
senior pastor since July 2009.  Contributions declined 24% in
2009, in part on account of "unsettled leadership."

Crystal Cathedral filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. 10-24771) on Oct. 18, 2010.  The Debtor
disclosed $72,872,165 in assets and $48,460,826 in liabilities as
of the Chapter 11 filing.  Marc J. Winthrop, Esq., at Winthrop
Couchot P.C. represents the Debtor.

Todd C. Ringstad, Esq., at Ringstad & Sanders, LLP, represents the
Official Committee of Unsecured Creditors.

In November 2011, Crystal Cathedral won Court permission to sell
its property to the Roman Catholic Diocese of Orange for $57.5
million.  The Diocese beat a rival bid from Chapman University.
The sale agreement provides that the congregation will have three
years to find new premises.

Chapman University, the secular bidder, has been the preferred
buyer as far as the church members are concerned, because Chapman
would allow the ministry to continue to use the main buildings on
the premises.  It also offered the option of allowing church
administrators to buy the property back at a later point.

Chapman had raised its bid to $59 million, but the Crystal
Cathedral board still chose the Diocese.


CST INDUSTRIES: S&P Lowers Corporate Credit Rating to 'CCC'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Lenexa,
Kan.-based CST Industries Inc., including the corporate credit
rating to 'CCC' from 'B-'.

"The rating action reflects our view that risk for a default or
selective default has increased because CST has not yet completed
an amendment to its credit facility," said Standard & Poor's
credit analyst Dan Picciotto. "We believe the delay may indicate
that an exchange at less than the originally promised amount for
debt instruments is possible."

At the same time, Standard & Poor's placed the ratings on
CreditWatch with negative implications. The CreditWatch placement
reflects the potential for a downgrade if CST fails to meet its
financial obligations.

The company had previously successfully amended financial
covenants in November 2010, but operating performance in 2011 that
was weaker than anticipated resulted in a subsequent covenant
violation at the end of third-quarter 2011.


DAYBREAK OIL: Posts $408,300 Net Loss in Nov. 30 Quarter
--------------------------------------------------------
Daybreak Oil and Gas, Inc., reported a net loss of $408,318 on
$290,912 of oil and gas sales for the three months ended Nov. 30,
2011, compared with a net loss of $451,002 on $259,064 of oil and
gas sales for the three months ended Nov. 30, 2010.

For the nine months ended Nov. 30, 2011, the Company had a net
loss of $822,246 on $1.0 million of oil and gas sales, compared
with a net loss of $1.2 million on $759,121 of oil and gas sales
for the nine months ended Nov. 30, 2010.

The Company's balance sheet at Nov. 30, 2011, showed $3.5 million
in total assets, $4.2 million in total liabilities, and a
stockholders' deficit of $664,175.

As reported in the TCR on June 1, 2011, MaloneBailey, LLP, in
Houston, expressed substantial doubt about Daybreak Oil's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Feb. 28, 2011.  The independent
auditors noted that the Company suffered losses from operations
and has negative operating cash flows.

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

                       http://is.gd/p5c2aT

Spokane, Washington-based Daybreak Oil and Gas, Inc., is an
independent oil and gas exploration company engaged in the
exploration, development and production of oil and gas.  Daybreak
is targeting shallow oil reserves in Kern County California, where
we have over 20,000 acres under lease.


DDR CORP: Fitch Upgrades Issuer Default Rating to 'BB+'
-------------------------------------------------------
Fitch Ratings has upgraded the credit ratings of DDR Corp. (NYSE:
DDR) as follows:

  -- Issuer Default Rating (IDR) to 'BB+' from 'BB';
  -- $815 million unsecured revolving credit facilities to 'BB+'
     from 'BB';
  -- $1.7 billion senior unsecured notes to 'BB+' from 'BB';
  -- $489.3 million senior unsecured convertible notes to 'BB+'
     from 'BB';
  -- $375 million preferred stock to 'BB-' from 'B+';

In addition, Fitch expects to rate DDR's contemplated unsecured
term loan 'BB+'.

The Outlook has been revised to Stable from Positive.

The upgrade of DDR's IDR to 'BB+' reflects sustained improvements
in the company's operating performance, driven by positive leasing
trends across the retail property portfolio.  Fitch anticipates
that favorable fundamentals coupled with redemptions of preferred
shares will further increase DDR's fixed charge coverage.  The
company's largely prime portfolio also exhibits a manageable lease
expiration schedule and a granular tenant roster.  In addition,
DDR's recently announced joint venture with Blackstone Real Estate
Partners VII, a real estate fund managed by The Blackstone Group
L.P. (NYSE: BX; Blackstone, Fitch IDR of 'A+' with a Stable
Outlook), will broaden DDR's joint venture (JV) platform and
provide incremental earnings primarily from a preferred equity
investment in the venture.

DDR's liquidity position should continue to improve, in part from
a new unsecured term loan of at least $200 million that will be
used to repay near-term unsecured bonds.  The upgrade broadly
reflects management's focus on improving the company's credit
profile via improved liquidity through retained cash flow as well
as reduced development risk.

Offsetting these credit strengths, the 'BB+' rating takes into
account that the company's leverage is declining but remains
appropriate for the 'BB+' IDR.  DDR's unencumbered asset coverage
ratio also indicates contingent liquidity consistent with a 'BB+'
rating.

Fundamentals are solid.  During the first three quarters of 2011,
overall leasing spreads including new leases and renewals
increased by 5.4%, 6.0%, and 7.3%, respectively.  DDR's same-store
net operating income (NOI) has outperformed peers and the retail
property markets in general due to good locations and tenant
demand.  Fitch anticipates that demand will remain strong and
drive low-single-digit same-store NOI growth over the next 12-to-
24 months.

DDR's fixed charge coverage ratio (recurring operating EBITDA
including recurring cash distributions from unconsolidated
entities less recurring capital expenditures and straight-line
rent adjustments divided by interest incurred and preferred
dividends) was 1.8 times (x) in 3Q'11 and 1.7x for the trailing 12
months ended Sept. 30, 2011 compared with 1.6x in 2010 and 1.7x in
2009.  Pro forma for the Blackstone JV and new unsecured term
loan, fixed charge coverage would remain at 1.8x and Fitch
anticipates that coverage will approach 2.0x, which is solid for a
'BB+' rating.  In a downside case not expected by Fitch in which
same-store NOI declines are consistent with DDR's performance in
2009, fixed charge coverage could approach 1.5x, which would be
weak for a 'BB' rating.

Pro forma for the Blackstone JV, 88.7% of the NOI from DDR's
portfolio will be derived from prime properties.  These properties
are largely in market-dominant locations within areas that have
strong household income profiles and population density.  Across
the entire portfolio, DDR has a manageable lease expiration
schedule as of Sept. 30, 2011 with 12.8% of leases expiring in
2012 and 12.1% expiring in 2013.  In addition, the company's top
five tenants contribute modestly toward revenues and include
Wal-Mart (IDR of 'AA' with a Stable Outlook) at 3.2%, TJ
Maxx/Marshalls/Homegoods at 2.1%, PetSmart at 1.9%, Publix at 1.9%
and Kohl's at 1.8% (IDR of 'BBB+' with a Stable Outlook).

Fitch has a positive view of DDR's growing JV platform, as it
provides supplementary revenue via common and preferred equity
returns along with fee income.  DDR will raise common equity
through a 19 million share forward equity offering and use the net
proceeds to purchase a 5% common equity stake and $150 million
preferred equity stake with a 10% return in the Blackstone JV.
The JV will own the EDT Retail Portfolio comprised of prime power
centers underwritten at a 7.4% capitalization rate and DDR will
continue to provide property management and leasing services for
the properties.

DDR has an improving liquidity profile. As of Sept. 30, 2011, base
case liquidity coverage calculated as sources of liquidity
(unrestricted cash, availability under the company's revolving
credit facility and projected retained cash flows from operating
activities) divided by uses of liquidity (pro rata debt maturities
and projected recurring capital expenditures) was 0.8x for Oct. 1,
2011 to Dec. 31, 2013.

Pro forma for the equity offering used to fund DDR's investment in
the Blackstone JV, a new unsecured term loan used to address a
March 2012 convertible debt maturity and pay down borrowings under
the revolving credit facility, and a recent increase in the
company's common stock dividend, liquidity coverage would remain
at approximately 0.8x.  Assuming a 90% refinance rate on upcoming
secured debt maturities, liquidity coverage would be solid at 2.3x
from Oct. 1, 2011 to Dec. 31, 2013.

DDR has a staggered debt maturity schedule.  As of Sept. 30, 2011
and pro forma for a new unsecured term loan, 12.6%, 9.7% and 8.6%
of pro rata debt matures in 2012, 2013 and 2014, respectively.

Leverage remains consistent with a 'BB+' rating. Net debt to 3Q'11
annualized recurring operating EBITDA including recurring cash
distributions from unconsolidated entities was 8.3x compared with
8.6x at Dec. 31, 2010 and 10.0x at Dec. 31, 2009.  Retained cash
flow used to repay debt has lowered leverage.  Fitch anticipates
that the equity offering will reduce leverage to 8.1x and that
improving fundamentals will push leverage below 8.0x over the next
12-24 months.  In a downside case not expected by Fitch in which
same-store NOI declines are consistent with DDR's performance in
2009, leverage could increase to approximately 8.5x, which would
be appropriate for a 'BB' rating.

DDR has good access to capital but contingent liquidity that is
appropriate for the 'BB+' IDR.  Unencumbered assets (unencumbered
NOI for the trailing 12 months ended Sept. 30, 2011 divided by a
stressed capitalization rate of 8%) to unsecured debt was 1.5x.
However, retained cash flow as well as new unsecured debt used to
repay secured debt should result in improving unencumbered asset
coverage.  In addition, the covenants under the company's credit
agreements do not restrict financial flexibility.

The two-notch differential between DDR's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with an IDR of 'BB+'.  Based on Fitch Research on 'Treatment and
Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis.

The revision of the Outlook to Stable from Positive reflects
Fitch's view that fixed charge coverage will approach 2.0x,
leverage will decline slightly below 8.0x and that base case
liquidity coverage will continue to improve primarily through new
secured and unsecured debt refinancings while DDR maintains good
borrowing capacity under its revolving credit facility.

The following factors may have a positive impact on DDR's Outlook:

  -- Fixed charge coverage sustaining above 2.0x (3Q'11 pro forma
     fixed charge coverage was 1.8x);
  -- Net debt to recurring operating EBITDA sustaining below 7.5x
     (pro forma leverage was 8.1x);
  -- A sustained base case liquidity coverage ratio of above 1.0x
     (pro forma base case liquidity coverage was 0.8x for the
     period Oct. 1, 2011 to Dec. 31, 2013).

The following factors may have a positive impact on DDR's rating:

  -- Fixed charge coverage sustaining above 2.0x as noted above;
  -- Leverage sustaining below 7.0x;
  -- Unencumbered asset coverage of unsecured debt sustaining
     above 2.0x (unencumbered assets - valued as unencumbered NOI
     for the trailing 12 months ended Sept. 30, 2011 divided by a
     stressed capitalization rate of 8% - to unsecured debt was
     1.5x).

The following factors may have a negative impact on DDR's ratings
and/or Outlook:

  -- Fixed charge coverage sustaining below 1.8x;
  -- Net debt to recurring operating EBITDA sustaining above 8.5x;
  -- Reductions in liquidity coverage.

DDR is a real estate investment trust (REIT) based in Cleveland,
Ohio in the business of acquiring, developing, redeveloping,
leasing, and managing shopping centers and other retail
properties.  As of Sept. 30, 2011, the company had $9.1 billion
in gross book assets, a common equity market capitalization of
$3 billion, and a total market capitalization of $7.7 billion.  As
of Sept. 30, 2011, DDR had an economic interest in 450 shopping
centers and operated an additional 88 shopping centers.


DELTA PETROLEUM: Slates March 26 Auction Date for Sale of Assets
----------------------------------------------------------------
On Jan. 13, 2012, Delta Petroleum Corporation released an
informational document providing information regarding the Chapter
11 U.S.C. Sec. 363 process pursuant to which certain of Delta's
assets are proposed to be sold under Delta's and certain of its
affiliates Chapter 11 cases pending before the U.S. Bankruptcy
Court for the District of Delaware.

Evercore Partners has been retained to help facilitate the bidding
process for the sale of Delta's assets.  These assets are
primarily focused in the Vega area of Mesa County, Colorado.

Delta has filed detailed Bid Procedures with the Bankruptcy Court.
A summary of key Sale Process dates are showed below:

      Date              Time                 Description
  ---------------     ---------     -----------------------------
February 13, 2012     5:00 p.m.     Parties must provide:
                                    ? Confidentiality Agreement
                                    ? Identification of Potential
                                      Bidder
                                    ? Non-Binding Expression of
                                      Interest

March 21, 2002        5:00 p.m.     Due Date for Bid and Deposit

March 23, 2012        5:00 p.m.     Auction Notice Deadline

March 26, 2012        9:00 a.m.     Auction

March 28, 2012        1:30 p.m.     Sale Hearing

A copy of the informational document is available for free at:

                       http://is.gd/9C2RCO

About Delta Petroleum

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

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

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


DELTRON INC: WilsonMorgan LLP Raises Going Concern Doubt
--------------------------------------------------------
Deltron, Inc., filed on Jan. 13, 2012, its annual report on Form
10-K for the fiscal year ended Sept. 30, 2011.

WilsonMorgan LLP, in Irvine, California, expressed substantial
doubt about Deltron, Inc.'s ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations and has a net capital
deficiency.

The Company reported a net loss of $7.9 million on $3.5 million of
sales for fiscal 2011, compared with a net loss of $360,590 on
$2.5 million of sales for fiscal 2010.

The Company's balance sheet at Sept. 30, 2011, showed $4.0 million
in total assets, $12.4 million in total liabilities, and a
stockholders' deficit of $8.4 million.

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

                       http://is.gd/I3IFVm

Garden Grove, Calif.-based Deltron, Inc., is a manufacturing
company with two distinct business segments: polyurethane and
rebreather.  The Company's primary business is Elasco, Inc., which
is focused on manufacturing technology for plastic and
polyurethane products.  The Company's secondary business segment
is focused on the development of deep-sea exploration breathing
technology marketed as Blu Vu.


DEX MEDIA EAST: Bank Debt Trades at 54% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 45.60 cents-on-
the-dollar during the week ended Friday, Jan. 13, 2012, an
increase of 1.43 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 250 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Oct.
24, 2014.  The loan is one of the biggest gainers and losers among
131 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

            About R.H. Donnelley & Dex Media East

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

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

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


DUNKIN' BRANDS: Moody's Upgrades CFR to 'B2'; Outlook Stable
------------------------------------------------------------
Moody's Investors Service upgraded Dunkin' Brands, Inc.'s (Dunkin'
Brands) Corporate Family Rating (CFR) to B2 from B3. In addition,
Moody's affirmed the company's B2 senior secured bank ratings and
B3 Probability of Default Rating (PDR). Moody's also assigned an
SGL-2 Speculative Grade Liquidity rating. The outlook is stable.

RATINGS RATIONALE

The upgrade of Dunkin' Brands Corporate Family Rating to B2 from
B3 reflects the company's improved debt protection metrics -- due
in part to material debt reduction -- and Moody's expectation of
further improvement in operating performance over the following
twelve to eighteen months. Dunkin' Brands reduced outstanding debt
by approximately $370 million since December 31, 2010, resulting
in leverage on a debt to EBITDA basis declining to about 6.1 times
from 7.4 times for the LTM period ending September 24, 2011.

The affirmation of the B2 senior secured bank ratings and
Probability of Default rating reflects the majority position the
bank facilities represent in Dunkin' Brands capital structure and
limited amount of liabilities that are junior to these facilities.
With secured lenders representing the preponderance of the capital
structure the risk to these lenders is not materially different
than the risk of the entire company itself which is represented by
the B2 CFR .

The assignment of the SGL-2 Speculative Grade Liquidity reflects
Moody's view that Dunkin's liquidity is good. Moody's believes
that over the next twelve months the company's operating cash
flows will comfortably support all internal cash requirements
including mandatory amortization and capital expenditures.

The B2 CFR also reflects Moody's view that despite lower debt
levels, leverage remains high. Moody's also expects that
historically high unemployment and intense promotional activity by
its competitors will continue to pressure operating performance.
The ratings also reflect the company's regional geographic
concentration in the U.S. and relatively narrow product focus. The
ratings are supported by the company's meaningful scale, multiple
concepts which add diversity, franchise based business model that
is less capital intensive and has lower earnings volatility, and
good liquidity. The ratings also factor in Moody's expectation
that debt protection metrics should gradually improve as operating
performance gradually improves.

The stable outlook reflects Moody's view that Dunkin' Brands debt
protection measures should gradually improve over the next twelve
to eighteen months despite persistently weak consumer spending as
the company focuses on adding stores, introducing new products and
focuses on lowering costs. The outlook also reflects Moody's
expectation that the company will maintain good liquidity.

Ratings upgraded are:

Corporate Family Rating to B2 from B3

Rating assigned;

Speculative Grade Liquidity rating of SGL-2

Ratings affirmed and LGD point estimates adjusted are:

Probability of Default Rating at B3

$100 million guaranteed senior secured revolver due 2015 rated B2
(LGD 3, 33% from LGD 3, 36%)

$1.5 billion guaranteed senior secured term loan B due 2017 rated
B2 (LGD 3, 33% from LGD 3, 36%)

Factors that could result in a downgrade include a sustained
deterioration in operating performance causing a weakening of debt
protection metrics. Specifically, a downgrade could occur if debt
to EBITDA materially exceeded 6.0 times over the next 12 to 18
months or if EBITA to interest fell below 1.75 times. A
deterioration in liquidity could also result in a downgrade.

Factors that could result in an upgrade include stronger debt
protection metrics driven by a sustained improvement in operating
performance. Overall, an upgrade could occur if debt to EBITDA
falls below 5.0 times and EBITA to interest exceeds 2.5 times on a
sustained basis. A higher rating would also require good
liquidity.

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

Dunkin' Brands franchises approximately 16,500 quick service
restaurants under the brand names Dunkin' Donuts and Baskin-
Robbins. The company owns and operates only a very small number of
its own stores. Annual revenues are approximately $600 million,
although systemwide sales are about $8.0 billion.


EMMIS COMMUNICATIONS: Has $110.8MM Profit in Nov. 30 Quarter
------------------------------------------------------------
Emmis Communications Corporation filed with the U.S. Securities
and Exchange Commission its Quarterly Report on Form 10-Q
reporting net income attributable to common shareholders of
$110.86 million on $59.32 million of net revenues for the three
months ended Nov. 30, 2011, compared with a net loss attributable
to common shareholders of $1.67 million on $66.32 million of net
revenues for the same period a year ago.

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

For the nine months ended Nov. 30, 2011, the Company reported net
income attributable to common shareholders of $97.72 million on
$185.08 million of net revenues, compared with a net loss
attributable to common shareholders of $7.92 million on $193.24
million of net revenues for the same period during the prior year.

The Company's balance sheet at Nov. 30, 2011, showed $365.70
million in total assets, $344.92 million in total
liabilities,$56.38 million in series A cumulative convertible
preferred stock and a $35.60 million total deficit.

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

                        http://is.gd/KdYTHp

                    About Emmis Communications

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

                           *     *     *

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

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

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


ENEA SQUARE: Authorized to Use Cash Collateral to Pay Taxes
-----------------------------------------------------------
Judge Roger L. Efremsky of the U.S. Bankruptcy Court for the
Northern District of California has approved a stipulation between
secured creditor NUCP Fund I, LLC, and Enea Square Partners LP on
the use of cash collateral to pay $74,448 to the Assessor ? Tax
Collector of Contra Costa County, Calif., on account of taxes
assessed against several real property in Concord, Calif., which
taxes are due and payable on Dec. 10, 2011.

The order relates to the Debtor's real property and improvements
located at 1450 Enea Circle, 1465D Enea Circle, 1465E Enea Circle,
1485 Enea Court, and 1470 Enea Circle, in Concord, California,
which are encumbered in favor of NUCP, as successor-in-interest of
Comerica Bank.  The revenues generated by these properties
constitute cash collateral of NUCP

As reported in the TCR on May 24, 2011, NUCP asserts a claim
amounting to $19,500,000.

                    About Enea Square Partners

Enea Square Partners, LP, is the owner of commercial property
including five parcels located in Concord, California.  Enea
Square filed for Chapter 11 protection (Bankr. N.D. Calif. Case
No. 11-44888) on May 4, 2011.  Bankruptcy Judge Roger L. Efremsky
presides over the case.  Chris D. Kuhner, Esq., at Kornfield,
Nyberg, Bendes & Kuhner, in Oakland, Calif., represents the Debtor
in its restructuring effort.  The Debtor estimated assets and
debts at $10 million to $50 million.


ENERTECH ENVIRONMENTAL: S&P Keeps 'D' Ratings on Revenue Bonds
--------------------------------------------------------------
Standard & Poor's Ratings Services stated that its 'D' ratings on
EnerTech Environmental California LLC's $130.125 million senior
tax-exempt revenue bonds and its $9.005 million senior taxable
revenue bonds remain unchanged. The recovery rating on the bonds
is '6'.

"We lowered the rating on the bonds to 'D' from 'CCC+' on Sept.
22, 2011, in response to changes in the transaction structure.
Specifically, after getting bondholders' consent, EnerTech made
four amendments to the project's loan documents. These allowed for
tapping the reserves; a new budget plan; distressed exchanges for
the unrated series C and D subordinate debt, which were refunded
at 4% and 0% of par, respectively; and milestones that the
project has to complete as it executes its revised budget and
construction plan. In addition, the amendments allow for the
forbearance of current interest and principal payments on the
rated senior debt until June 2012, which is the primary reason for
the 'D' rating," said Standard & Poor's credit analyst Theodore
Dewitt.

"Although the project is in default according to our criteria,
there has been no acceleration of payments by the bondholders.
Also, in order to continue construction, the project has to engage
in negotiations with the municipalities with which it has
wastewater delivery contracts. In our opinion, the municipalities'
failure to cancel these contracts shows that the facility exhibits
some degree of essentiality," S&P said.

"Given the amendments to the loan documents, and the negotiations
with the bondholders and municipalities, we believe the mostly
likely path to a payment default, one which results in the
acceleration of the bonds, would be due to the project's inability
to successfully implement the proprietary SlurryCarb process.
Should the project be unable to get the process to operate within
specifications by June 2012, we believe that acceleration is
possible. This would result in a bankruptcy and the lenders would
take control of the facility. The facility, absent the SlurryCarb
process, does have some residual value because it can process the
biosolids thermally without using the proprietary SlurryCarb
technology," S&P said.

"In the event of a bankruptcy, the municipalities reserve the
right to cancel the wastewater delivery contracts. However, in our
view, given the potential essentiality of the facility, the
municipalities might use the bankruptcy as an opportunity to
renegotiate these contracts. Assuming that they reduce the
contract terms by 40%, and applying a 12% discount rate to future
cash flows as per our criteria, the net enterprise value of the
facility is approximately $2.79 million. After the subtracting 3%
in administration fees that leaves approximately $2.65 million
available to lenders. As the full amount of the bonds remains
outstanding, there is approximately 2% recovery for a score of
'6'," S&P said.

"Our recovery rating of '6' indicates expectations of negligible
(0-10%) recovery in the event of a payment default," S&P said.


EVERGREEN ENERGY: May File for Bankruptcy; Fails to Obtain Funds
----------------------------------------------------------------
Evergreen Energy Inc. was notified by its China joint venture,
Evergreen-China Energy Technology Co., Ltd., that the joint
venture executed a Coal Upgrading Factory Project Cooperation
Agreement on Dec. 22, 2011, with a Chinese coal mining company.
The Cooperation Agreement provides for the testing of lignite from
a site in Inner Mongolia and for the Chinese coal mining company
to provide land, obtain permits for a K-Fuel facility with annual
capacity of one million tons per year, and for providing feedstock
and certain railroad transportation capacity.

The Cooperation Agreement requires that the Company and its joint
venture partners raise, directly or through third parties, the
estimated $40 million to $50 million required for the design and
construction of the K-Fuel facility.  In addition, the Cooperation
Agreement provides that the lignite must meet certain upgrading
and storage requirements, with testing to be performed in China.
The Company does not have the capital to invest in the facility
and it is also the Company's understanding from discussions with
the other parties to the joint venture that they do not have the
capital to invest in the facility.  One of the joint venture
partners has indicated that a reputable party in China has been in
discussions about investing some of the capital and serving as co-
developer of the K-Fuel facility.  The identity of that party has
not been disclosed and the joint venture partner has confirmed
that no agreement has been reached at this time.

The Cooperation Agreement does not provide for royalties or any
license fee to be paid to the joint venture or the Company.
Furthermore, the Cooperation Agreement does not provide cash flow
to the Company or its subsidiaries and neither the joint venture
nor its partners will provide financing to the Company.

The terms of the joint venture agreement provide that either party
may terminate the joint venture if, by Dec. 31, 2011, the joint
venture has not executed a "Commercial Agreement" with a project
owner as a sub-licensee of a K-Fuel Plant within China.  The
Company does not believe the Cooperation Agreement constitutes the
required "Commercial Agreement."

The Company has been working with its  joint venture partners to
extend the time period with which the joint venture may comply
with the Commercial Agreement requirements, to provide cash to the
Company and to address a few other issues of concern.  These
efforts concluded on Jan. 11, 2012, and were unsuccessful.
Accordingly, the Company's board is evaluating whether it should
terminate the Joint Venture Agreement pursuant to its terms in
order to preserve rights to the K-Fuel technology for the Company
in China.

The Company remains unable to obtain additional financing and,
given its current financial condition, there is substantial doubt
that the Company will be able to continue operations.  The Company
continues to consider its remaining strategic alternatives,
including a bankruptcy filing.

                       About Evergreen Energy

Evergreen Energy Inc. has developed two, proprietary, patented,
and green technologies: the GreenCert(TM) suite of software and
services and K-Fuel(R).  GreenCert, which is owned exclusively by
Evergreen, is a science-based, scalable family of environmental
intelligence solutions that quantify process efficiency and
greenhouse gas emissions from energy, industrial and agricultural
sources and may be used to create verifiable emission reduction
credits.  K-Fuel technology significantly improves the performance
of low-rank coals, yielding higher efficiency and lowering
emissions.

The Company reported a net loss of $21.02 million on $403,000 of
total operating revenue for the year ended Dec. 31, 2010, compared
with a net loss of $58.53 million on $423,000 of total operating
revenue during the prior year.

The Company also reported a net loss of $6.83 million on $325,000
of total operating revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $18 million on $303,000 of total
operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$20.25 million in total assets, $18.86 million in total
liabilities, and $1.38 million in total stockholders' equity.

Hein & Associates LLP, in Denver, Colo., expressed substantial
doubt about Evergreen Energy's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations and has had recurring
cash used in operations.


EXECUTIVE CENTRES: Case Summary & Unsecured Creditor
----------------------------------------------------
Debtor: Executive Centres, LLC
        c/o Geral Cugno
        3001 Executive Drive
        Clearwater, FL 33762

Bankruptcy Case No.: 12-00340

Chapter 11 Petition Date: January 11, 2011

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Debtor's Counsel: Lyndi Ann Gordon, Esq.
                  LYNDI ANN GORDON, P.A.
                  2655 Ulmerton Road
                  Clearwater, FL 33762
                  Tel: (727) 572-7678
                  E-mail: lyndigordonpa@aol.com

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Pinellas County                                  Undetermined
Tax Collector
P.O. Box 10832
Clearwater, FL33757

The petition was signed by Gerald Cugno, managing member.


FERTITTA MORTON: S&P Assigns Prelim. 'B' Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Houston-based Fertitta Morton's
Restaurants Inc. The outlook is stable.

"At the same time, we assigned our preliminary 'BB-' issue-level
rating and preliminary '1' recovery rating to the company's $205
million senior secured bank credit facility, which consists of a
$15 million revolving credit facility due 2016 and a $190 million
term loan due 2017. We understand that the company will use
borrowings under the facility to fund the acquisition of
Morton's Restaurant Group, refinance existing debt at Claim
Jumper, and pay certain fees and expenses," S&P said.

"The ratings reflect what we consider Fertitta Morton's
Restaurants' 'weak' business risk profile (based on our criteria),
which incorporates its presence in the highly competitive
restaurant industry and exposure to commodity cost swings,"
explained Standard & Poor's credit analyst Andy Sookram. "The
company's brand name recognition and diversity partly offset these
weaknesses. The ratings also reflect a 'highly leveraged'
financial risk profile (as defined in our criteria) with thin cash
flow coverage ratios. We expect credit measures to improve
modestly in the near term, as the company derives benefits
from its expense reduction initiatives and uses excess cash flows
for debt reduction."

"The outlook is stable. We expect credit measures to improve
modestly in the next several quarters, as the company derives
benefits from its cost-reduction program and uses excess cash
flows for debt reduction. We forecast same-store sales in the 1.0%
to 1.5% range, which, combined with menu initiatives and
expense reduction, will result in margins in the high-17% area,
leverage of 5.5x, and FFO to debt of about 11% by year-end 2012,"
S&P said.

"We would take a negative rating action if same-store sales drop
to about negative 10% due to intensified competition, if commodity
costs increases by about 100 basis points above our current
expectations, or the company pursues a sizable debt-financed
acquisition or shareholder distribution, causing leverage to rise
above 6x on a sustained basis. We could consider a positive
rating action, if, in our assessment, the company's business risk
profile strengthens and can support temporary swings in leverage
to support growth initiatives," S&P said.


GATEHOUSE MEDIA: Bank Debt Trades at 77% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which GateHouse Media,
Inc., is a borrower traded in the secondary market at 23.04 cents-
on-the-dollar during the week ended Friday, Jan. 13, 2012, an
increase of 1.29 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Feb.
27, 2014, and carries Moody's Ca rating and Standard & Poor's CCC-
rating.  The loan is one of the biggest gainers and losers among
131 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                    About GateHouse Media

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

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

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

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


GATEWAY METRO: Can Continue Use of Cash Collateral Until Jan. 27
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has authorized Gateway Metro Center, LLC, to use the cash
collateral of Road Bay Investments, LLC, and Flying Tigers, LLC,
through and including Jan. 27, 2012, to pay actual expenses in
accordance with a budget.  On a monthly basis, the expenses of the
Debtor will not exceed 15% per line item, and 15% in the
aggregate, absent the written consent of the lenders.

In addition to the expenses set forth in the Budget, in the event
that the Debtor procures new tenants for Gateway Metro Center,
lenders agree that the Debtor will be allowed to pay leasing
commissions and/or tenant improvement costs up to $10,000 per
month in the aggregate.

Leasing commissions will not exceed 6% of the total gross rental
income under each new lease and will comply with all requirements
for leases under the Deed of Trust, Assignment of Leases, Rent And
Contracts, Security Agreement And Fixture Filing between the
Debtor and Allstate Life Insurance Company dated Oct. 3, 2006.  To
the extent that any new lease is for greater than 10,000 square
feet, Debtor will provide Lenders with a copy of the proposed
lease at least 72 hours prior to executing and entering into the
lease.

As reported in the Troubled Company Reporter on Oct. 14, 2011,
As adequate protection for any diminution in the value of the
Lenders' interest in collateral caused by the Debtor's use of cash
collateral, the Lenders are granted Replacement Liens upon all
categories of property of the Debtor and its estate, whether now
existing or hereafter acquired or arising, upon which the Lenders
held valid, perfected and enforceable prepetition liens, security
interests and mortgages, and all proceeds, rents, issues, products
or profits thereof, including, without limitation, the collateral
owned by the Debtor as of the Petition Date.

The Replacement Liens will be in addition to all security
interests, liens, mortgages and rights to set off, if any,
existing in favor of the Lenders on the Petition Date.

To the extent that the Replacement Liens are insufficient to
adequately protect any interest of the Lenders, the Lenders are
granted a superpriority administrative expense claim and all of
the benefits and protections allowable under Section 507(b) of the
Bankruptcy Code, provided, that the superpriority administrative
expense claim granted to Flying Tigers in this Order will be
subordinated to the superpriority administrative expense claim of
Road Bay.

All parties in interest will until Dec. 12, 2011, to challenge the
perfection of Lenders' prepetition liens in prepetition
collateral, except that any official committee appointed by the
U.S. Trustee will have 90 days to challenge the perfection of the
Lenders' liens from the date of their formation.  Notwithstanding
the foregoing, to the extent Road Bay asserts a secured interest
in the Land, the foregoing time limits will not apply.

In accordance with the Budget, the Debtor is authorized to:

     a. make adequate protection payments to M-Theory in the
        amount of $117 per month;

     b. reimburse John F. Pipia, President, and Betty W. Ma,
        Senior Vice President and Secretary, for reasonable,
        actual out-of-pocket expenses of up to $500 per month;

     c. reimburse Pacific Starr Group, LLC, up to $803 per month
        for allocated overhead expenses and reasonable, actual
        out-of-pocket expenses; and

     c. pay Skeehan & Company, proposed accountant, the amount of
        $900 during the term of the Budget in accordance with the
        Budget and the Order, subject to Court approval of the
        Skeehan application.

A copy of the order is available for free at:

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

As reported in the Troubled Company Reporter on Oct. 3, 2011, Road
Bay is successor in interest to Allstate Life Insurance Company
pursuant to that certain Assignment of Security and Mortgage
Agreement dated June 30, 2011, and recorded on July 14, 2011, as
document number 20110944579 in the Recorders Office of Los
Angeles County, California.

Road Bay Investments, LLC, asserts security interests, liens and
mortgages in all or substantially all of the Debtor's property,
including cash collateral.  The Debtor disputes that Road Bay
holds a security interest in the Land.

Flying Tigers, LLC, asserts security interests and liens in (i)
Gateway Metro Center and the Land and improvements thereon; and
(ii) rents, issues and profits thereof.

Road Bay disputes Flying Tigers' asserted security interest in
Gateway Metro Center and the rents, issues and profits thereof.
Road Bay further asserts that Flying Tigers is an insider of the
Debtor whose asserted lien arose fewer than 90 days before the
Petition Date.

                     About Gateway Metro Center

Gateway Metro Center LLC, owner of an 11-story Gateway Metro
Center office building in Pasadena, California, filed a Chapter 11
petition (Bankr. C.D. Calif. Case No. 11-47919) on Sept. 6, 2011.
Judge Barry Russell presides over the case.  Howard J. Weg, Esq.,
and Lorie A. Ball, Esq. -- hweg@pwkllp.com and lball@pwkllp.com --
at Peitzman, Weg & Kempinsky LLP, in Los Angeles, California,
represent the Debtors.  In its schedules, the Debtor disclosed
$32,570,485 in assets and $22,338,135 in debts.  The petition was
signed by John F. Pipia, its president.


GELT PROPERTIES: Has Until Jan. 25 to Propose Reorganization Plan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
extended Gelt Properties, LLC, et al.'s exclusive periods to file
and solicit acceptances for the proposed Plan of Reorganization
until Jan. 25, 2012, and March 25, 2012, respectively.

As reported in the Troubled Company Reporter on Nov. 29, 2011, the
Debtors related that they needed additional time to (a) negotiate
a consensual Plan with their creditors; and (b) complete their
business plan going forward as a reorganized company.

                     About Gelt Properties

Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC,
and affiliate Gelt Financial Corporation borrow money from
traditional lenders and make loans to commercial borrowers.  They
also acquire and manage real estate.  Gelt Properties and Gelt
Financial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and 11-
15826) on July 25, 2011.  Judge Magdeline D. Coleman presides over
the cases.  Albert A. Ciardi, III, Esq., Jennifer E. Cranston,
Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin,
P.C., in Philadelphia, Pa., serve as the Debtors' bankruptcy
counsel.  The petitions were signed by Uri Shoham, the Debtors'
chief financial officer.  The Debtors' other professionals
include: Eisenberg, Gold & Cettei P.C. as its special counsel to
provide proper legal counsel to the Debtors with regard to
defending against certain actions, Cohen and Forman as their
special counsel to advise them upon all matters which may arise or
which may be incident to the bankruptcy proceedings.

Gelt Properties disclosed $4,727,090 in assets and $4,842,792 in
liabilities as of the Chapter 11 filing.  Its affiliate, Gelt
Financial, has filed its schedules disclosing $20,340,725 in
assets and $17,050,558 in liabilities as of the Chapter 11 filing.

On Sept. 15, 2011, a committee of unsecured creditors was
appointed.  Schoff McCabe, P.C. represents the Committee.  Craig
Howe, CPA, and Howe, Keller & Hunter, P.C., serves as its
accountants.


GENERAL MARITIME: Accepts Chair's Assignment of Rights in Oaktree
-----------------------------------------------------------------
Peter C. Georgiopoulos, the Chairman of General Maritime
Corporation, previously undertook to assign to the Company his
interest in a limited partnership (the "Investment Partnership")
controlled and managed by Oaktree Capital Management, L.P. ("OCM")
which had been granted to him in connection with the transactions
contemplated by the Company's $200 million credit facility with
affiliates of OCM (the "OCM Credit Facility").

In a regulatory filing Thursday, the Company discloses that on
Jan. 7, 2012, this assignment was consummated pursuant to an
Assignment of Limited Partnership Interest and an amended and
restated exempted limited partnership agreement of the Investment
Partnership (the "Partnership Agreement").  As a result of the
assignment, the Company received substantially the same rights as
Mr. Georgiopoulos had under the Partnership Agreement.

Under the Partnership Agreement, the Company will be entitled to
an interest in distributions by the Investment Partnership, which
in the aggregate will not exceed 4.9% of all distributions made by
the Investment Partnership, provided that no distributions will be
made to the Company until the other investors in the Investment
Partnership have received distributions equal to the amount of
their respective investments.  The Company does not have any
rights to participate in the management of the Investment
Partnership, and the Company has not made and is not required to
make any investment in the Investment Partnership.  The Investment
Partnership and its subsidiaries currently hold the entire loan
made under the OCM Credit Facility, as well as all of the
detachable warrants issued by the Company in connection therewith.

A copy of the Form 8-K is available for free at:

http://is.gd/QoS0Gr

                      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.


GENERAL MARITIME: Chairman Files Amendment No 6 to Schedule 13D
---------------------------------------------------------------
Peter C. Georgiopoulos, Chairman of General Maritime Corporation,
and the owner of 6,533,241 shares representing 5.4% of General
Maritime Corporation Common Stock, par value $.01 per share,
filed, on Jan. 12, 2012, Amendment No. 6 to Schedule 13D to report
the assignment to General Maritime Corporation (the "Issuer") of
the Chairman's Partnership Interest (defined below).  No
consideration was paid to the Chairman for this assignment.

On Jan. 7, 2012, Mr. Georgiopoulos assigned to the Company all of
his right, title and interest in, to and under the Partnership
Interest in a limited partnership (the "Oaktree  Partnership")
controlled and managed by affiliates of Oaktree Capital
Management, L.P. ("Oaktree") and the Issuer accepted all such
right, title and interest.

The other investors in the Oaktree Partnership were various funds
managed by Oaktree.  The Oaktree Partnership and its subsidiaries
hold a $200 million investment in pay-in-kind toggle floating rate
secured notes and warrants for the purchase of up to 19.9% of the
Issuer's outstanding common stock at an exercise price of $0.01
per share.  Mr. Georgiopoulos did not have any rights to
participate in the management of the Oaktree Partnership.
Pursuant to the partnership agreement Mr. Georgiopoulos was
entitled to an interest in distributions by the Oaktree
Partnership, which in the aggregate would not exceed 4.9% of all
distributions made by the Oaktree Partnership, provided that no
distributions would be made to Mr. Georgiopoulos until the other
investors in the Oaktree Partnership had received distributions
from the Oaktree Partnership equal to the amount of their
respective investments in the Oaktree Partnership.  Following the
assignment of the Partnership Interest, the Reporting Person no
longer has any interest in the Oaktree Partnership.

Other than as described above, there are no material changes from
the Schedule 13D/A that was filed with the Commission on Dec. 22,
2011.

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

http://is.gd/TR7jlO

                      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: U.S. Trustee Appoints 3-Member Creditors' Panel
----------------------------------------------------------------
Tracy Hope Davis, the United States Trustee for Region 2, pursuant
to 11 U.S.C. Sec. 1102(a) and (b), appointed three unsecured
creditors to serve on the Official Committee of Unsecured
Creditors of Getty Petroleum:

       1. CITGO Petroleum Corporation
          1293 Eldridge Parkway
          Houston, Texas 77077
          Tel: 832-486-5551
          Attn: Stephen J. Bednar
          Assistant General Counsel

       2. Nino's Auto Repair, Inc.
          1820 Richmond Road
          Staten Island, New York 10306
          Tel: 718-667-1014
          Attn: Giovanni N. Cutillo

       3. Bionol Clearfield, LLC
          c/o Alfred Thomas Giuliano, Chapter 7 Trustee
          Giuliano Miller & Co., LLC
          Berlin Business Park
          140 Bradford Drive
          West Berlin, New Jersey 08091
          Tel: (856) 767-3000

                       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: Can Pay Prepetition Debt to Critical Vendors
--------------------------------------------------------------
Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York has authorized Getty Petroleum to
pay prepetition obligations to critical vendors up to a total of
$1.01 million.

Judge Chapman directs the Debtors not to pay any prepetition
obligations to critical vendors in excess of a total amount of
$68,000 without the written approval of the Official Committee of
Unsecured Creditors.

                       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.


GIORDANO ENTERPRISES: Freeborn & Peters to Handle Apostolou Suit
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized Philip V. Martino, the Chapter 11 trustee in the case
of Giordano's Enterprises, Inc., to expand the scope of retention
of Freeborn & Peters LLP.

F&P was retained to assist the Official Committee of Unsecured
Creditors in carrying out its duties under the Code.  Among the
responsibilities of F&P has been "investigating the Debtors'
assets and pre-bankruptcy conduct.

The trustee related that F&P's retention will now include acting
at the request and direction of the trustee, on behalf of the
Consolidated Estate, to pursue the designated matters, including
the Apostolou Suit.  The preparation and prosecution of the
Apostolou Suit is within the scope of the F&P application or is a
natural extension of the investigatory duty.  Further, with the
sale of substantially all of the Debtors' assets since the
appointment of the trustee, the senior remaining constituency of
the Consolidated Estate (after any administrative claimants) is
the body of general unsecured creditors, who have been the
particular responsibility of the Committee and of F&P since before
the trustee's appointment.

                   About Giordano's Enterprises

Chicago, Illinois-based Giordano's Enterprises, Inc., was founded
in 1974 in Chicago, Illinois, by two Argentinean immigrants, Efren
and Joseph Boglio.  In 1988, John and Eva Apostolou purchased
control of Giordano's.  Although this casual dining eatery offers
a broad array of fine Italian cuisine, it is primarily know for
its "Chicago's World Famous Stuffed Pizza".  At present,
Giordano's operates six company owned stores in Chicagoland, four
joint venture stores, and thirty-five franchisee locations.  In
addition, Giordano's operates Americana Foods, Inc., located in
Mount Prospect, Illinois, that serves as the commissary for the
majority of food products purchased by the Illinois locations.

An affiliated real estate holding company, Randolph Partners, LP,
owns 12 restaurant buildings that are leased to four of the
company-owned locations, two of the joint venture locations and
six of the franchisee locations.  The other 33 locations are
leased from third party landlords; two for the Giordano's
locations, two for the joint venture locations and 29 for the
franchise locations.  Giordano's is the lessee and subleases the
restaurant facility for 22 of the 29 franchise third party leases.
JBA Equipment Finance, Inc, another affiliated entity, leases
restaurant equipment packages to eight franchisee locations.

Giordano's Enterprises and 26 affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 11-06098) on
Feb. 16, 2011.  Six additional affiliates filed for Chapter 11
protection on Feb. 17, 2011.  Michael L. Gesas, Esq., David A.
Golin, Esq., Miriam R. Stein, Esq., and Kevin H. Morse, at
Arnstein & Lehr, LLP, in Chicago, serve as the Debtors'
bankruptcy counsel.  Giordano's Enterprises disclosed $59,387 in
assets and $45,538,574 in liabilities as of the Chapter 11 filing.

Certain of the Debtors owe Fifth Third Bank not than $13,560,662,
pursuant to loans and financial accommodations, and $31,927,998
under a business loan as of the Petition Date.  Fifth Third has
agreed to provide DIP financing of up to $35,983,563 to the
Debtors.

Philip V. Martino was appointed as Chapter 11 trustee in the
Debtors' bankruptcy cases, at the behest of the U.S. Trustee.
Mr. Martino filed a $3,000,000 bond.


GIORDANO'S ENTERPRISES: Fifth Third Allowed to Set Off Cash
-----------------------------------------------------------
On Dec. 21, 2011, U.S. Bankruptcy Judge Eugene R. Wedoff entered a
fourth order further amending the final cash collateral and
debtor-in-possession order (Docket No. 103), dated March 17, 2011.
The Final Cash Collateral/DIP Financing Order, inter alia,
authorized Giordano's Enterprises, Inc., to use the cash
collateral of Fifth Third Bank and to obtain debtor-in-possession
financing from Fifth Third Bank.

The motion for the Fourth Amendment was filed by Philip V.
Martino, the duly appointed Chapter 11 trustee for the
consolidated bankruptcy estate for the Debtor.

Under the Fourth Amended Order, among others, the Final Cash
Collateral/DIP Financing Order is amended and restated to permit
Fifth Third, upon the Termination Date, to setoff any cash in its
possession or control and apply such cash to the Aggregate Debt in
in accordance with Paragraph 2(d) and new Paragraph 2(f) of that
Order.


The Fourth Amended Order also provides that the Cash Collateral
Termination Date will be on the earlier of (i) Jan. 31, 2012, or
such later date as may be consented to in writing by Postpetition
Lender with notice to the Committee or (ii) the date on which
Postpetition Lender notifies Trustee in writing of a breachof this
Order, including the failure to timely pay any Postpetition
Charges.

A complete text of the Fourth Amended Order, dated as of Dec. 21,
2011, is available for free at:

         http://bankrupt.com/misc/giordano's.doc1075.pdf

                   About Giordano's Enterprises

Chicago, Illinois-based Giordano's Enterprises, Inc., was founded
in 1974 in Chicago, Illinois, by two Argentinean immigrants, Efren
and Joseph Boglio.  In 1988, John and Eva Apostolou purchased
control of Giordano's.  Although this casual dining eatery offers
a broad array of fine Italian cuisine, it is primarily know for
its "Chicago's World Famous Stuffed Pizza".  At present,
Giordano's operates six company owned stores in Chicagoland, four
joint venture stores, and thirty-five franchisee locations.  In
addition, Giordano's operates Americana Foods, Inc., located in
Mount Prospect, Illinois, that serves as the commissary for the
majority of food products purchased by the Illinois locations.

An affiliated real estate holding company, Randolph Partners, LP,
owns 12 restaurant buildings that are leased to four of the
company-owned locations, two of the joint venture locations and
six of the franchisee locations.  The other 33 locations are
leased from third party landlords; two for the Giordano's
locations, two for the joint venture locations and 29 for the
franchise locations.  Giordano's is the lessee and subleases the
restaurant facility for 22 of the 29 franchise third party leases.
JBA Equipment Finance, Inc, another affiliated entity, leases
restaurant equipment packages to eight franchisee locations.

Giordano's Enterprises and 26 affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 11-06098) on
Feb. 16, 2011.  Six additional affiliates filed for Chapter 11
protection on Feb. 17, 2011.  Michael L. Gesas, Esq., David A.
Golin, Esq., Miriam R. Stein, Esq., and Kevin H. Morse, at
Arnstein & Lehr, LLP, in Chicago, serve as the Debtors'
bankruptcy counsel.  Giordano's Enterprises disclosed $59,387 in
assets and $45,538,574 in liabilities as of the Chapter 11 filing.

Certain of the Debtors owe Fifth Third Bank not than $13,560,662,
pursuant to loans and financial accommodations, and $31,927,998
under a business loan as of the Petition Date.  Fifth Third has
agreed to provide DIP financing of up to $35,983,563 to the
Debtors.

Philip V. Martino was appointed as Chapter 11 trustee in the
Debtors' bankruptcy cases, at the behest of the U.S. Trustee.
Mr. Martino filed a $3,000,000 bond.


GO DADDY: S&P Assigns 'B' Corporate Credit Rating
-------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Scottsdale, Ariz.-headquartered Go Daddy
Operating Co. LLC. The outlook is stable.

"At the same time, we assigned an issue-level rating of 'B' (at
the same level as the corporate credit rating), with a recovery
rating of '3', indicating our expectation of meaningful (50% to
70%) recovery for debtholders in the event of a payment default,
to the company's $825 million senior secured credit facilities.
The senior secured credit facilities consist of a $75 million
revolver due 2016 and a $750 million term loan due 2018," S&P
said.

"The rating and outlook reflect our expectation that Go Daddy will
generate positive discretionary cash flow and steadily reduce
debt, absent a leveraging transaction," said Standard & Poor's
credit analyst Chris Valentine. "We also expect debt leverage will
decline over time, consistent with our expectation of EBITDA
growth, and that positive discretionary cash flow will be used in
part to pay down debt."

"We assess Go Daddy's business risk profile as "weak" (as our
criteria define the term) because of EBITDA margins lower than
peers' and the competitive nature of the Web services market for
small and midsize business spending. We view the financial risk
profile as 'highly leveraged' based on the company's high lease-
adjusted debt-to-EBITDA ratio, which is consistent with the
indicative ratio of 5x or greater that we associate with a 'highly
leveraged' financial risk profile, and a lack of clarity around
future acquisition potential. These risks are partially offset by
the company's well-known brand, a consistent track record of
double-digit growth through the downturn, good market share, and
increased revenue diversity from higher margin non-domain
Web products," S&P said.


GOLD HILL: Chapter 11 Case Dismissed for Failure to Reorganize
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
dismissed the Chapter 11 case of Gold Hill Enterprises, LLC.

As reported in the Troubled Company Reporter on Dec. 20, 2011, the
Debtor asked the Court to dismiss its case, citing as grounds its
inability to reorganize and submit a Plan which can be confirmed
within a reasonable time.

In addition, the Debtor said that its largest secured creditor has
obtained an order for relief from stay, which subjects most of the
Debtor's assets to foreclosure.  The only remaining valuable asset
of the Debtor is subject to the lien of its second largest secured
creditor, and there is no equity in that parcel.  Further, there
are no remaining funds in the Debtor's bank accounts and the
approved administrative expenses have not been paid in full,
although all payments due to the United States Trustee have been
paid.

                    About Gold Hill Enterprises

Fort Mill, South Carolina-based Gold Hill Enterprises, LLC, dba
Jennings Enterprises, is a real estate development consisting of
approximately 147 acres located in York County, South Carolina.
The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
S.C. Case No. 11-02458) on April 14, 2011.  According to its
schedules, the Debtor disclosed $11,938,596 in total assets
and $7,351,872 in total debts.

Barton Law Firm, P.A., represented the Debtor in its restructuring
effort.  B. Bayles Mack and the firm of Mack & Mack serves as
special counsel.  Keith Corporation serves as marketing and
development agent.  Robert Palmer & Associates serves as tax
accountant to assist in the preparation of all tax filings and
returns required post petition, and other accounting services that
may be necessary during the pendency of the Chapter 11 case.

W. Clarkson Mcdow, Jr., the U.S. Trustee for Region 4, was unable
to appoint an official committee of unsecured creditors in the
Debtor's case.

The Debtor filed a Plan of Reorganization on July 12, 2011,
relying on additional sales, which plan was subsequently withdrawn
when projected sales were not forthcoming.


GOLD HILL: Case Dismissed Due to Inability to Reorganize
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina has
ordered the dismissal of the Chapter 11 case of Gold Hill
Enterprises, LLC, its Chapter 11 case, due to its inability to
reorganize and submit a Plan which can be confirmed within a
reasonable time.

In addition, the Debtor says that its largest secured creditor has
obtained an order for relief from stay, which subjects most of the
Debtor's assets to foreclosure.  The only remaining valuable asset
of the Debtor is subject to the lien of its second largest secured
creditor, and there is no equity in that parcel.  Further, there
are no remaining funds in the Debtor's bank accounts and the
approved administrative expenses have not been paid in full,
although all payments due to the United States Trustee have been
paid.

                    About Gold Hill Enterprises

Fort Mill, South Carolina-based Gold Hill Enterprises, LLC, dba
Jennings Enterprises, is a real estate development consisting of
approximately 147 acres located in York County, South Carolina.
The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
S.C. Case No. 11-02458) on April 14, 2011.  According to its
schedules, the Debtor disclosed $11,938,596 in total assets
and $7,351,872 in total debts.

Barton Law Firm, P.A., represents the Debtor in its restructuring
effort.  B. Bayles Mack and the firm of Mack & Mack serves as
special counsel.  Keith Corporation serves as marketing and
development agent.  Robert Palmer & Associates serves as tax
accountant to assist in the preparation of all tax filings and
returns required post petition, and other accounting services that
may be necessary during the pendency of the Chapter 11 case.

W. Clarkson Mcdow, Jr., the U.S. Trustee for Region 4, was unable
to appoint an official committee of unsecured creditors in the
Debtor's case.

The Debtor filed a Plan of Reorganization on July 12, 2011,
relying on additional sales, which plan was subsequently withdrawn
when projected sales were not forthcoming.


HAMPTON ROADS: Appoints P. Driscoll as SVP, Counsel & Director
--------------------------------------------------------------
Hampton Roads Bankshares, Inc., the holding company for The Bank
of Hampton Roads and Shore Bank, announced the appointment of Paul
A. Driscoll as Senior Vice President, General Counsel and Director
of Special Assets.  Mr. Driscoll has held the position of General
Counsel since August on an interim basis.  He has held the
position of Director of Special Assets since 2009.

As General Counsel, he serves as the Company's chief legal
officer.  As Director of Special Assets, Driscoll is responsible
for the management and resolution of non-performing assets.
Driscoll will continue to report to Robert J. Bloxom, Chief Risk
Officer.

Mr. Bloxom said, "With his depth of legal experience in commercial
litigation, loan workouts, bankruptcies and related situations,
Paul is ideally suited to serve as the Company's General Counsel
and Director of Special Assets.  One of the Company's highest
priorities is resolving special assets and we are confident that
we will continue to make progress under Paul's leadership."

Mr. Driscoll joined the Company in 2009 as Senior Vice President
and Director of Special Assets.  Previously, he practiced law with
firms in Virginia Beach and Roanoke for 16 years with an emphasis
on bankruptcy and creditors' rights.  Prior to joining the
Company, he served as National Police Transition Team Chief in
Baghdad, Iraq.  Mr. Driscoll is a colonel in the United States
Army Reserve and has served in a variety of command and staff
assignments over the last twenty-six years.

                  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.


HART CREEK: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Hart Creek Ranch, LLC
        24597 Collett Rd
        Oreana, ID 83650

Bankruptcy Case No.: 12-00059

Chapter 11 Petition Date: January 11, 2012

Court: United States Bankruptcy Court
       District of Idaho (Boise)

Judge: Terry L. Myers

Debtor's Counsel: Patrick John Geile, Esq.
                  FOLEY FREEMAN, PLLC
                  P.O. Box 10
                  Meridian, ID 83680
                  Tel: (208) 888-9111
                  Fax: (208) 888-5130
                  E-mail: pgeile@foleyfreeman.com

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

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

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/idb12-00059.pdf

The petition was signed by Lorna Steiner, manager.


HAWKER BEECHCRAFT: Bank Debt Trades at 24% Off
----------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 76.15 cents-on-
the-dollar during the week ended Friday, Jan. 13, 2012, an
increase of 0.73 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
March 26, 2014, and carries Moody's Caa2 rating and Standard &
Poor's CCC rating.  The loan is one of the biggest gainers and
losers among 131 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.

The Company's balance sheet at Sept. 30, 2011, showed $3.10
billion in total assets, $3.49 billion in total liabilities and a
$383.20 million total deficit.

                           *     *     *

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

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

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


HORIZON LINES: Completes Mandatory Debt Conversion of $49MM Notes
-----------------------------------------------------------------
Horizon Lines, Inc., has completed the mandatory debt-to-equity
conversion of approximately $49.7 million of the company's 6.00%
Series B Mandatorily Convertible Senior Secured Notes.  The
mandatory conversion reduces debt, lowers annualized interest
payments and is expected to increase the value of the Company's
shares outstanding.

Under the terms of the Company's recapitalization plan that was
undertaken in October 2011, the Series B Notes are mandatorily
convertible into shares of common stock or warrants in two equal
installments on the three-month and nine-month anniversaries of
their issuance, subject to certain conditions.

In accordance with these terms, on Jan. 10, 2012, the Company
mandatorily converted approximately $49.7 million of the Series B
Notes at a conversion rate of 54.7196 shares of common stock
(reflecting the 1-for-25 reverse stock split of the Company's
common stock effective Dec. 7, 2011) per $1,000 principal amount
of Series B Notes.  Approximately $18.5 million of the Series B
Notes were converted into 1,014,839 shares of common stock with
the remainder being converted into warrants exercisable into
shares of common stock.  The distribution of common stock and
warrants was based upon the U.S. citizenship verifications of the
holders of the Series B Notes.  Foreign holders, or holders who
did not provide proof of U.S. citizenship, received warrants
exercisable by U.S. citizens into an applicable quantity of common
stock.  All fractional interests were paid in cash.

"This mandatory conversion reduces the company's annualized
interest payments by approximately $3.0 million and represents a
major step in deleveraging the company's balance sheet under the
opportunities provided by our new capital structure," said Stephen
H. Fraser, President and Chief Executive Officer.  "Affording us
the ability to decrease debt is an essential component of the
refinancing structure that we put in place last October with the
help of our note holders.  Issuing stock as a means to replace
debt also allows us to immediately increase the total market value
of our equity, as well as build shareholder value over time."

Subject to certain conditions, the remaining approximately $49.7
million in aggregate principal amount of the Series B Notes is
scheduled to be mandatorily converted into shares of common stock
and warrants in July 2012.  The Series B Notes will be
automatically converted into 6.00% Series A Convertible Senior
Secured Notes due 2017 on Oct. 5, 2012, if the company is unable
to effect mandatory conversion before then.

                        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.


HOSPITALITY PROPERTIES: S&P Rates $275MM Preferred Stock at 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to the
new $275 million 7.125% series D cumulative redeemable preferred
shares issued by Hospitality Properties Trust (HPT). "Our outlook
on HPT is stable," S&P said.

"Newton, Mass.-based HPT owns hotels (65% of HPT's minimum rents)
and travel centers (35%) that are under long-term management
agreements or leases. Notwithstanding still-challenging economic
conditions, we believe the financial performance of HPT's hotel
properties will continue to improve at least modestly over the
next two years, obviating the need beyond the next few quarters
for HPT to draw upon security deposits and guarantees extended by
its hotel operators. We also believe that HPT's largest tenant,
TravelCenters of America LLC, should now be able to meet its
reduced rental commitments, even if it cannot maintain earnings at
the level of the last few quarters. However, we could lower our
ratings if rent coverage again fell below 1x at either of these
segments, and if we anticipated that the period of weak
performance would be severe enough to again test the limits of
support extended by the operators. On the other hand, we view an
upgrade as unlikely, given the degree of concentration in HPT's
portfolio and the cyclicality to which it is subject," S&P said.

Ratings List

Hospitality Properties Trust
  Corporate credit rating          BBB-/Stable/--

Rating Assigned

Hospitality Properties Trust
  $275 mil. 7.125% cumulative redeemable pref stock
    Series D                       BB


HOSTESS BRANDS: Teamsters Say Labor Costs Should Not be Blamed
--------------------------------------------------------------
The Teamsters Union criticized assertions by Hostess Brands Inc.
management that the company's current bankruptcy is the direct
result of the costs associated with labor agreements. The
Teamsters represent more than 7,500 delivery drivers and
merchandisers at Hostess.

Over the course of the nearly five years from 2004-2009 that then
Interstate Bakeries Co. was in bankruptcy, the union workforce
negotiated two rounds of concessions to do their part to help
return the company to profitability.  It was these concessions
that led to the company's exit from bankruptcy in 2009 and laid
the groundwork for substantial new investment from the company's
current lenders and shareholders.

"Our members made real sacrifices to help pull this company out of
bankruptcy," said Dennis Raymond, Director of the Teamsters Bakery
and Laundry Conference.  "It was not a failure of Hostess' workers
that led to this bankruptcy, it was the inability of management to
execute their business plan."

Hostess negotiated the current labor contract and incorporated
that cost structure into its business plan before exiting
bankruptcy. The company moved forward on this basis, fully knowing
its cost structure and incorporating that cost structure into its
subsequent projections - projections the company consistently
failed to meet on the revenue side.  All of the capital raised at
the company's exit from bankruptcy - over $500 million - was based
on this cost structure and labor terms, all of which remain in
place today.

However, as shown in the company's own public filings, the
company's failure to achieve its projected revenue and business
plan triggered its current financial problems.  In fiscal year
2008, the company generated over $2.8 billion in revenues.  At the
time, the company forecast achieving over $3.1 billion in revenues
in the most recently completed fiscal year, 2011.

Instead, Hostess achieved less than $2.5 billion in revenues - a
huge decline that accounts for all of the company's cash flow
shortfall.  In fact, one of the few areas in which Hostess
achieved its forecast was in its labor costs, which remain
entirely consistent with the original projections.

There are many other examples of management missteps since the
company emerged from bankruptcy, including failed product
promotions, limited product innovation, limited marketing and
inadequate local management support.  Evidently the board agreed
with these failures and terminated the previous CEO, Craig Jung,
but not before a great deal of damage was done to the company and,
by extension, the union workforce.  While the current CEO, Brian
Driscoll, has taken a number of positive steps, it proved to be
too little, too late to overcome the mismanagement prior to his
hiring.

"We have given so much to help this company but it seems that
whatever we give is never enough," said Lawrence Snitkoff, a
Teamsters Local 550 member who has worked for the company for 34
years in New York, NY.  "I am three months away from retiring and
now I don't know if I will be able to."

"Hostess management is trying to cast the workers as the
scapegoats when the facts are clear - they failed to adjust their
business plan to a changing and more competitive marketplace. As
further evidence that labor costs were not the defining factor in
Hostess' slide into bankruptcy, they still had to file bankruptcy
despite unilaterally stopping pension payments in August 2011,"
said Ken Hall, Teamsters International Vice President.  "Our
members are dedicated to this company and plan to work to save it,
if possible, but they should be thanked for their sacrifices, not
blamed for the failure of the Hostess management team.

"As we have previously stated, it will take all parties -
management, lenders, shareholders and employees - working together
and sacrificing in order to fix this company.  We remain committed
to doing our part, but we are not going to do it alone," Hall
said.

                       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.


HOVNANIAN ENTERPRISES: Royce & Assoc. Owns 12.3% Conv. Shares
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Royce & Associates, LLC, disclosed that, as
of Dec. 31, 2011, it beneficially owns 368,100 convertible
preferred shares of Hovnanian Enterprises, Inc., representing
12.27% of the shares outstanding.  As previously reported by the
TCR on June 9, 2011, Royce & Associates disclosed beneficial
ownership of 300,800 convertible preferred shares.  A full-text
copy of the amended filing is available at http://is.gd/w0ru6L

                    About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.

The Company reported a net loss of $286.08 million on $1.13
billion of total revenues for the fiscal year ended Oct. 31, 2011,
compared with net income of $2.58 million on $1.37 billion of
total revenues during the prior year.

The Company's balance sheet at Oct. 31, 2011, showed $1.60 billion
in total assets, $2.09 billion in total liabilities, and a
$496.60 million total deficit.

                          *     *     *

As reported by the TCR on Nov. 4, 2011, Fitch Ratings has lowered
the Issuer Default Rating (IDR) of Hovnanian Enterprises, Inc.,
(NYSE: HOV) to Restricted Default (RD) from 'CCC'.  The downgrade
reflects Fitch's view that the debt exchange of certain of
Hovnanian's existing senior unsecured notes for new senior secured
notes is a distressed debt exchange under Fitch's 'Distressed Debt
Exchange Criteria', published Aug. 12, 2011.  Fitch anticipates
adjusting the company's IDR to the appropriate level to reflect
the new capital structure within the next 14 days.

In the Nov. 7, 2011, edition of the TCR, Standard & Poor's Ratings
Services raised its corporate credit rating on Hovnanian
Enterprises Inc. (Hovnanian) to 'CCC-' from 'SD' (selective
default).  "We also raised our ratings on the company's 10.625%
senior secured notes due 2016 to 'CCC-' from 'CC' and senior
unsecured notes to 'CC' from 'D'. The '3' recovery rating on the
senior secured notes and the '6' recovery rating on the senior
unsecured notes remain unchanged," S&P stated.

"These rating actions follow our reassessment of Hovnanian's
business and financial risk profile following the completion of
the company's debt exchange offer, in which the company exchanged
$195 million of its seven series of senior unsecured notes for
$141.8 million 5% senior secured notes due 2021 and $53.2 million
2% senior secured notes due 2021," said credit analyst George
Skoufis. "Our rating on Hovnanian reflects the company's highly
leveraged financial risk profile, a less-than-adequate liquidity
position, and very weak credit metrics."

As reported by the TCR on Sept. 13, 2011, Moody's Investors
Service downgraded the corporate family and probability of default
ratings of Hovnanian Enterprises, Inc. to Caa2 from Caa1.  The
downgrade reflects Hovnanian's continued operating losses,
weak gross margins, very high homebuilding debt leverage, and
Moody's expectation that the weakness in year-over-year revenues,
deliveries, and net new contracts experienced by the company will
continue for the next one to two years.  In addition, the
downgrades acknowledge that Hovnanian's cash balance is weakening
and cash flow generation is negative as it pursues new land
opportunities, which represented about $300 million of investment
over the first nine months of fiscal 2011.


HUGHES TELEMATICS: Outstanding 16.7 Million Warrants Expire
-----------------------------------------------------------
All of the 16,743,180 warrants issued in connection with HUGHES
Telematics, Inc.'s initial public offering that remained
outstanding on Jan. 10, 2012, expired in accordance with their
terms and are no longer outstanding.  Each such warrant had
entitled the holder to purchase from the Company one share of
common stock at an exercise price of $7.00.

                      About HUGHES Telematics

Atlanta, Ga.-based HUGHES Telematics, Inc. is a telematics
services company that provides a suite of real-time voice and data
communications services and applications for use in vehicles and
is developing additional applications for use within and outside
of the automotive industry.

The Company reported a net loss of $89.56 million on
$40.34 million of total revenues for the year ended Dec. 31, 2010,
compared with a net loss of $163.66 million on $33.04 million of
total revenues during the prior year.

The Company also reported a net loss of $61.56 million on
$51.63 million of total revenues for the nine months ended Sept.
30, 2011, compared with a net loss of $67.33 million on
$28.36 million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$94.04 million in total assets, $205.83 million in total
liabilities and a $111.79 million total stockholders' deficit.

As of June 30, 2011, the Company had cash, cash equivalents and
short-term investments of approximately $15.7 million and
restricted cash of approximately $1.3 million which secures
outstanding letters of credit.  Of the Company's consolidated
cash, cash equivalents and short-term investments, approximately
$5.7 million is held by the Company's Lifecomm subsidiary for use
in that business.  As a result of the Company's historical net
losses and the Company's limited capital resources,
PricewaterhouseCoopers LLP's report on the Company's financial
statements as of and for the year ended Dec. 31, 2010, includes an
explanatory paragraph expressing substantial doubt about the
Company's ability to continue as a going concern.


IMPERIAL CAPITAL: Committee Says Plan Lacks Sufficient Disclosures
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Imperial Capital Bancorp, Inc., asks the U.S. Bankruptcy
Court for the Southern District of California to deny approval of
the disclosure statement explaining the proposed Chapter 11 plan
of the Debtor.

According to the Committee, the Disclosure Statement:

   a) inadequately describes how creditors will be treated under
   the Plan;

   b) provides insufficient information regarding the risks
   attendant to creditors' ultimate recoveries under the Plan;

   c) fails to provide information regarding the expected value of
   recoveries to enable creditors to meaningfully evaluate the
   Plan and the options it presents; and

   d) omits important information with respect to tax issues,
   including (i) the value of the net operating losses that the
   reorganized Debtor will seek to utilize by taking advantage of
   certain Internal Revenue Code provisions, (ii) the facts that
   support the reorganized Debtor's ability to utilize such
   provisions or (iii) certain notable risks associated therewith.

As reported in the Troubled Company Reporter on Jan. 11, 2012, the
Debtor and Holdco Advisors filed a Second Amended Chapter 11 Plan
of Reorganization and related Disclosure Statement.  According to
the Disclosure Statement, "The Plan provides for the
reorganization of the Debtor and for Holders of certain Allowed
Claims to receive equity in the Reorganized Debtor, with the
option for each Holder of General Unsecured Claims to receive
instead a 'cash out' right of payment and/or a security that
results in cash from certain of the Debtor's assets, including
Cash held by the Debtor as of the Effective Date.  In order to
effectuate the Distributions, the Plan provides that all of the
assets of the Debtor's Estate (including Causes of Action not
expressly released under the Plan) will vest in the Reorganized
Debtor.  The Reorganized Debtor will continue to operate the
Debtor's business as a going concern in the real estate and
financial services sectors, and will pursue litigation, including
litigation with the FDIC, and make Distributions under the Plan.
The New Board will be appointed as of the Effective Date and will
be responsible for implementing the Plan and operating the
business of the Reorganized Debtor.  The Plan Proponents believe
that the Plan maximizes recoveries for Holders of Allowed Claims
and strongly recommends that you vote to accept the Plan (if you
are entitled to vote).  The Plan Proponents believe that any
alternative to confirmation of the Plan, such as a conversion of
the Case to a case under chapter 7 of the Bankruptcy Code would
result in significant delay, litigation, and additional costs,
and, ultimately, would lower the recoveries for all Holders of
Allowed Claims."

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

The Committee is represented by:

         David P. Simonds, Esq.
         Christina M. Padien, Esq.
         AKIN GUMP STRAUSS HAUER & FELD LLP
         2029 Century Park East, Suite 2400
         Los Angeles, CA 90067-3012
         Tel: (310) 229-1000
         Fax: (310) 229-1001
         E-mail: dsimonds@akingump.com
                 cpadien@akingump.com

                  About Imperial Capital Bancorp

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

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

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


IMPERIAL CAPITAL: FDIC Objects to Disclosure Statement, Plan
------------------------------------------------------------
Roxanne Palmer at Bankruptcy Law360 reports that the Federal
Deposit Insurance Corp. objected to Imperial Capital Bancorp
Inc.'s disclosure statement, saying the bank holding company's
Chapter 11 plan cannot be confirmed because it was proposed in bad
faith.

Imperial and debt managers HoldCo Advisors LP have put forward
their third proposed reorganization plan.  The initial plan was
abandoned after opposition from the official committee of
unsecured creditors, and a subsequent liquidating plan was also
rejected by Imperial creditors, according to court documents
obtained by Law360.

                    About Imperial Capital Bancorp

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

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


INTERNATIONAL MEDIA: Meeting to Form Creditors' Panel on Jan. 24
----------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on Jan. 13, 2012, at 12:30 p.m. in
the bankruptcy case of International Media Group, Inc.  The
meeting will be held at:

   J. Caleb Boggs Federal Building
   844 King Street, Room 2112
   Wilmington DE 19801

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

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

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

                  About International Media Group

International Media Group Inc. and its affiliates operate
television station KSCI-TV (Channel 18) Long Beach, California;
KUAN-LP (Channel 48) Poway, California; and KIKU-TV (Channel 19)
Honolulu, Hawaii.  KSCI, KUAN and KIKU focus primarily on the
large Asian markets of Southern California and Hawaii and offer
programming in six (6) main languages -- (i) Chinese; (ii) Korean;
(iii) Tagalog (Filipino); (iv) Vietnamese; (v) English; and (vi)
Japanese.  The Television Stations' programming is a mix of
locally produced original news, entertainment, and talk shows,
purchased or syndicated foreign language programming, and paid
programming comprised principally of infomercials, per-inquiry and
direct response television advertisements.

KHAI Inc. owns all of the equity of KHLS Inc., which holds the FCC
license for KIKU-TV (Channel 19).  KSCI Inc. owns all of the
equity of KHAI and of KSLS Inc., which holds the FCC license for
KSCI-TV (Channel 18) and KUANLP (Channel 48).  International Media
Group Inc. owns all of the equity of KSCI.

AMG Intermediate LLC owns all of the equity of IMG, and AsianMedia
Group LLC owns all of the equity of AMG.  Non-debtor AsianMedia
Investors I L.P. owns all of the equity of AsianMedia.

International Media Group and six affiliates filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10140) on Jan. 9, 2012,
with the intent to sell their business as a going concern under
11 U.S.C. Sec. 363(a).

NRJ TV II LLC, an entity owned by the first lien lender, will be
the stalking horse bidder.  As of Jan. 9, 2012, the Debtors owe
$77.3 million on a first lien debt, including $67 million on a
term-loan.  Fortress Credit Corp. serves as agent.  Unless outbid
at the auction, the prepetition lenders will acquire the assets in
exchange for a credit bid of $45 million, will assume certain
liabilities, and fund a "carve-out".  An auction and sale hearing
is contemplated to be held in March.

Judge Mary F. Walrath oversees the Debtors' cases.  International
Media Group tapped Houlihan Lokey Capital, Inc., in October to
market the assets.  Houlihan will continue marketing the assets
postpetition.  Landis Rath & Cobb LLP serves as the Debtors'
bankruptcy counsel.  The Debtors' claims agent is Epiq Bankruptcy
Solutions LLC.

In its petition, International Media Group estimated $100 million
to $500 million in assets and debts.  The petition was signed by
Dennis J. Davis, chief restructuring officer.


INTERNATIONAL MEDIA: Wins Interim OK to Use Cash Collateral
-----------------------------------------------------------
International Media Group Inc. won interim Court authority to use
cash collateral and provide adequate protection to the prepetition
first lien lender.  The Debtors will return to Court at a hearing
Feb. 14, 2012, at 11:30 a.m. to seek final authority to use cash
collateral.  Objections to the Debtors' request are due Feb. 7.

The Debtors require the use of their revenues and other cash
collateral pursuant to a 13-week budget to maintain their
operations and to preserve and maximize the value of the Debtors'
estates while they pursue a sale of substantially all of their
assets.

The Debtors have filed papers in court indicating a plan to sell
their assets to NRJ TV LA OpCo LLC, NRJ TV LA License Co. LLC, NRJ
TV Hawaii OpCo LLC and NRJ TV Hawaii License Co., which will serve
as stalking horse bidder.  NRJ TV II LLC is an entity created by
Fortress Credit Corp., the agent to the prepetition first lien
lenders.  Fortress assumed the debt obligations from General
Electric Capital Corporation.  As of Jan. 9, 2012, the total
outstanding balance under the first lien debt was $77.3 million,
including $67 million on a term-loan.

The Stalking Horse Bidder's offer consists of $45 million in
credit bid plus assumption of certain liabilities and the funding
of a carve-out for payment of wind-down costs, professional fees
and expenses, and U.S. Trustee fees and clerk of court fees.  An
auction and sale hearing is contemplated to be held in March.

                  About International Media Group

International Media Group Inc. and its affiliates operate
television station KSCI-TV (Channel 18) Long Beach, California;
KUAN-LP (Channel 48) Poway, California; and KIKU-TV (Channel 19)
Honolulu, Hawaii.  KSCI, KUAN and KIKU focus primarily on the
large Asian markets of Southern California and Hawaii and offer
programming in six (6) main languages -- (i) Chinese; (ii) Korean;
(iii) Tagalog (Filipino); (iv) Vietnamese; (v) English; and (vi)
Japanese.  The Television Stations' programming is a mix of
locally produced original news, entertainment, and talk shows,
purchased or syndicated foreign language programming, and paid
programming comprised principally of infomercials, per-inquiry and
direct response television advertisements.

KHAI Inc. owns all of the equity of KHLS Inc., which holds the FCC
license for KIKU-TV (Channel 19).  KSCI Inc. owns all of the
equity of KHAI and of KSLS Inc., which holds the FCC license for
KSCI-TV (Channel 18) and KUANLP (Channel 48).  International Media
Group Inc. owns all of the equity of KSCI.

AMG Intermediate LLC owns all of the equity of IMG, and AsianMedia
Group LLC owns all of the equity of AMG.  Non-debtor AsianMedia
Investors I L.P. owns all of the equity of AsianMedia.

International Media Group and six affiliates filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10140) on Jan. 9, 2012,
with the intent to sell their business as a going concern under
11 U.S.C. Sec. 363(a).

Judge Mary F. Walrath oversees the Debtors' cases.  International
Media Group tapped Houlihan Lokey Capital, Inc., in October to
market the assets.  Houlihan will continue marketing the assets
postpetition.  Landis Rath & Cobb LLP serves as the Debtors'
bankruptcy counsel.  Epiq Bankruptcy Solutions LLC serves as
notice and claims agent.

NRJ TV is being represented by lawyers at Greenberg Traurig LLP.

In its petition, International Media Group estimated $100 million
to $500 million in assets and debts.  The petition was signed by
Dennis J. Davis, chief restructuring officer.


INTERNATIONAL MEDIA: Sale Protocol Hearing on Feb. 14
-----------------------------------------------------
The Bankruptcy Court will hold a hearing Feb. 14, 2012, at 11:30
a.m. to consider approval of procedures that will govern the
planned sale of International Media Group Inc.'s assets.

NRJ TV LA OpCo LLC, NRJ TV LA License Co. LLC, NRJ TV Hawaii OpCo
LLC and NRJ TV Hawaii License Co. will serve as stalking horse
bidder.  NRJ TV II LLC is an entity created by Fortress Credit
Corp., the agent to the first lien lenders.  Fortress assumed the
debt obligations from General Electric Capital Corporation.  As of
Jan. 9, 2012, the total outstanding balance under the first lien
debt was $77.3 million, including $67 million on a term-loan.

The Stalking Horse Bidder's offer consists of $45 million in
credit bid plus assumption of certain liabilities and the funding
of a carve-out for payment of wind-down costs, professional fees
and expenses, and U.S. Trustee fees and clerk of court fees.

NRJ TV is not required under the bid protocol to make a good faith
deposit.  However, competing bidders will be required to make a
cash deposit equal to 10% of their proposed offer.

The protocol is not specific with the deadline to submit bids.
The protocol proposes that rival bids must be submitted sometime
in March.  The auction and sale hearing will also be held in
March.

The protocol also does not provide for payment of bid protections
in the event the Debtors consummate a sale with another buyer.

NRJ TV is being represented by:

          Bryan L. Elwood, Esq.
          GREENBERG TRAURIG LLP
          2200 Ross Avenue, Suite 5200
          Dallas, TX 75201
          Tel: 214-665-3641
          Fax: 214-665-5941
          E-mail: elwoodb@gtlaw.com

               - and -

          Victoria W. Counihan, Esq.
          GREENBERG TRAURIG LLP
          The Nemours Building
          1007 North Orange Street, Suite 1200
          Wilmington, DE 19801
          Tel: 302-661-7000
          E-mail: counihanv@gtlaw.com

                  About International Media Group

International Media Group Inc. and its affiliates operate
television station KSCI-TV (Channel 18) Long Beach, California;
KUAN-LP (Channel 48) Poway, California; and KIKU-TV (Channel 19)
Honolulu, Hawaii.  KSCI, KUAN and KIKU focus primarily on the
large Asian markets of Southern California and Hawaii and offer
programming in six (6) main languages -- (i) Chinese; (ii) Korean;
(iii) Tagalog (Filipino); (iv) Vietnamese; (v) English; and (vi)
Japanese.  The Television Stations' programming is a mix of
locally produced original news, entertainment, and talk shows,
purchased or syndicated foreign language programming, and paid
programming comprised principally of infomercials, per-inquiry and
direct response television advertisements.

KHAI Inc. owns all of the equity of KHLS Inc., which holds the FCC
license for KIKU-TV (Channel 19).  KSCI Inc. owns all of the
equity of KHAI and of KSLS Inc., which holds the FCC license for
KSCI-TV (Channel 18) and KUANLP (Channel 48).  International Media
Group Inc. owns all of the equity of KSCI.

AMG Intermediate LLC owns all of the equity of IMG, and AsianMedia
Group LLC owns all of the equity of AMG.  Non-debtor AsianMedia
Investors I L.P. owns all of the equity of AsianMedia.

International Media Group and six affiliates filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10140) on Jan. 9, 2012,
with the intent to sell their business as a going concern under
11 U.S.C. Sec. 363(a).

Judge Mary F. Walrath oversees the Debtors' cases.  International
Media Group tapped Houlihan Lokey Capital, Inc., in October to
market the assets.  Houlihan will continue marketing the assets
postpetition.  Landis Rath & Cobb LLP serves as the Debtors'
bankruptcy counsel.  Epiq Bankruptcy Solutions LLC serves as
notice and claims agent.

In its petition, International Media Group estimated $100 million
to $500 million in assets and debts.  The petition was signed by
Dennis J. Davis, chief restructuring officer.


INTERNATIONAL MEDIA: Wants Schedules Filing Deadline Extended
-------------------------------------------------------------
International Media Group Inc. seeks more time to file its
schedules of assets and liabilities, statement of financial
affairs, and schedules of executory contracts and unexpired
leases.  Pursuant to 11 U.S.C. Sec. 521, the Debtors are required
to file their schedules and statements within 14 days of the
petition date.  Delaware Local Rule 1004-1(b) extends the filing
deadline for the Schedules and Statements to 30 days from the
petition date if the bankruptcy petition.  In their request, the
Debtors want the deadline stretched by another 30 days, through
March 9.

                  About International Media Group

International Media Group Inc. and its affiliates operate
television station KSCI-TV (Channel 18) Long Beach, California;
KUAN-LP (Channel 48) Poway, California; and KIKU-TV (Channel 19)
Honolulu, Hawaii.  KSCI, KUAN and KIKU focus primarily on the
large Asian markets of Southern California and Hawaii and offer
programming in six (6) main languages -- (i) Chinese; (ii) Korean;
(iii) Tagalog (Filipino); (iv) Vietnamese; (v) English; and (vi)
Japanese.  The Television Stations' programming is a mix of
locally produced original news, entertainment, and talk shows,
purchased or syndicated foreign language programming, and paid
programming comprised principally of infomercials, per-inquiry and
direct response television advertisements.

KHAI Inc. owns all of the equity of KHLS Inc., which holds the FCC
license for KIKU-TV (Channel 19).  KSCI Inc. owns all of the
equity of KHAI and of KSLS Inc., which holds the FCC license for
KSCI-TV (Channel 18) and KUANLP (Channel 48).  International Media
Group Inc. owns all of the equity of KSCI.

AMG Intermediate LLC owns all of the equity of IMG, and AsianMedia
Group LLC owns all of the equity of AMG.  Non-debtor AsianMedia
Investors I L.P. owns all of the equity of AsianMedia.

International Media Group and six affiliates filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10140) on Jan. 9, 2012,
with the intent to sell their business as a going concern under
11 U.S.C. Sec. 363(a).

NRJ TV II LLC, an entity owned by the first lien lender, will be
the stalking horse bidder.  As of Jan. 9, 2012, the Debtors owe
$77.3 million on a first lien debt, including $67 million on a
term-loan.  Fortress Credit Corp. serves as agent.  Unless outbid
at the auction, the prepetition lenders will acquire the assets in
exchange for a credit bid of $45 million, will assume certain
liabilities, and fund a "carve-out".  An auction and sale hearing
is contemplated to be held in March.

Judge Mary F. Walrath oversees the Debtors' cases.  International
Media Group tapped Houlihan Lokey Capital, Inc., in October to
market the assets.  Houlihan will continue marketing the assets
postpetition.  Landis Rath & Cobb LLP serves as the Debtors'
bankruptcy counsel.  Epiq Bankruptcy Solutions LLC serves as
notice and claims agent.

NRJ TV is being represented by lawyers at Greenberg Traurig LLP.

In its petition, International Media Group estimated $100 million
to $500 million in assets and debts.  The petition was signed by
Dennis J. Davis, chief restructuring officer.


JAMESON INN: Lender Drops Suit Over Unit's Foreclosure Sale
-----------------------------------------------------------
Liz Hoffman at Bankruptcy Law360 reports that a judge on Thursday
signed off on a voluntary dismissal of a junior mezzanine lender's
suit against an affiliate of private equity firm JER Partners,
related to JER's foreclosure sale of properties tied to bankrupt
lodging chain Jameson Inns Inc.

After denying the injunction earlier this month and allowing the
sale of the properties to Colony Capital LLC, U.S. District Judge
Katherine B. Forrest oversaw the dismissal of Gramercy Warehouse
Funding I LLC's suit against JER Financial Products III, Law360
relates.

                         About Jameson Inn

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

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

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

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

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

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

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

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

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

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

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


J.C. EVANS: Court Withdraws Court OK to Employ Glass & Co for JCE
-----------------------------------------------------------------
Judge Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas has adjudged and decreed that the
court's order approving the employment of Glass & Company, CPA as
accountants has been withdrawn.

                  About J.C. Evans Construction

With roots stretching back over 55 years, J.C. Evans is a heavy
equipment construction company based in Leander, Texas.  Through
J.C. Evans Construction Co., L.P., a Texas limited partnership
d/b/a/ American Aggregates, the Company owns and operates a
construction company specializing in heavy site preparation on
commercial, pipeline, utility and highway projects, including
excavating, trenching, site preparation and construction.
Through Adkins Land Development, L.P., a Texas limited
partnership, the Company owns a 700-acre quarry, which produces
aggregate for use in road construction.

J.C. Evans Construction Holdings is the holding company that owns
directly or indirectly each of the other entities.  In turn,
Holdings is owned by a trust for the benefit of the current and
former employees of J.C. Evans through an Employee Stock Ownership
Plan.

Six affiliated companies filed for Chapter 11 (Bankr. W.D. Tex.
Case Nos. 11-11926 to 11-11931) on Aug. 1, 2011.  These are JCE
Delaware Inc., J.C. Evans Construction Holdings, J.C. Evans
Nevada, LLC, EQUUS Development Inc., J.C. Evans Construction and
Adkins Land Development.  The cases are jointly administered
before Judge Craig A. Gargotta.  George H. Tarpley, Esq., and
Mark E. Andrews, Esq., at Cox Smith Matthews Incorporated, serve
as bankruptcy counsel.  Tittle Advisory Group, Inc., provides
financial advisory services.  Butler Burgher Group LLC provides
real estate appraisal services with regard to the valuation of the
Debtors' headquarters and warehouse properties, consisting of 28
acres near Leander, Texas.  In its petition, JC Evans disclosed
$51,543,030 in assets and $74,203,554 in liabilities as of the
Chapter 11 filing.

A creditors' committee has been appointed by the U.S. Trustee.
The Committee has hired Gardere Wynne Sewell LLP as counsel.


JONESBORO PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Jonesboro Properties, LLC
        3840 River Bluff Cove
        Fayetteville, AR 72701

Bankruptcy Case No.: 12-70074

Chapter 11 Petition Date: January 10, 2012

Court: United States Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Judge: Ben T. Barry

Debtor's Counsel: Derrick Mark Davidson, Esq.
                  DERRICK DAVIDSON, P.A.
                  509 West Spring Street, Suite 330
                  Fayetteville, AR 72701
                  Tel: (479) 571-0014
                  Fax: (479) 571-0015
                  E-mail: dmd@davidsonbusinessattorney.com

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

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

A copy of the list of two largest unsecured creditors is
available for free at http://bankrupt.com/misc/arwb12-70074.pdf

The petition was signed by Tom Muccio, manager.


LEE ENTERPRISES: $40 Million DIP Financing Approved on Final Basis
------------------------------------------------------------------
Finding that the Lee Enterprises require the DIP financing to
continue the business, Judge Kevin Gross of the U.S. Bankruptcy
Court for the Southern District of New York authorized the Debtors
up to $40 million for working capital and general corporate
purposes.

Judge Gross orders that all of the DIP obligations will constitute
allowed senior superpriority administrative expense claims against
the Debtors, subject to the carve-out for professional fees and
U.S. Trustee fees.  The carve-out cap is set at $2.5 million.

As reported in the Troubled Company Reporter on Dec. 14, 2011,
Lee Enterprises, Incorporated, following interim approval of the
U.S. Bankruptcy Court for the District of Delaware, entered into a
Credit and Guaranty Agreement among the Company as borrower,
certain of its subsidiaries as subsidiary guarantors, together
with the Company, each a debtor and a debtor-in-possession,
various Lenders party thereto, Deutsche Bank Trust Company
Americas as Administrative Agent, and Deutsche Bank Securities
Inc. and Goldman Sachs Lending Partners LLC, as Joint Lead
Arrangers and Joint Bookrunning Managers.

The DIP Credit Agreement provides for a $40 million debtor-in-
possession revolving credit facility that may be used for general
corporate purposes of the Company and the Subsidiary Guarantors
and provide the Company additional liquidity, if required, during
the Ch. 11 Proceedings and will, subject to the satisfaction of
certain conditions, be converted into a new secured superpriority
exit revolving credit facility under the Exit Credit Agreement
upon the emergence of the Debtors from the Ch. 11 Proceedings.
The Exit Credit Agreement is intended to replace the prepetition
Amended and Restated Credit Agreement, dated as of Dec. 21, 2005,
as amended, among the Company and certain of its subsidiaries,
lenders from time to time party thereto and Deutsche Bank as
Administrative Agent.

The revolving credit facility under the DIP Credit Agreement was
not drawn at the Dec. 14, 2011 closing.  Interest on the revolving
credit facility, if used, is at LIBOR plus 5.5%, with a LIBOR
floor of 1.25%.  The DIP Credit Agreement matures on the earlier
to occur of (a) June 12, 2012, and (b) the effective date of the
Debtors' joint prepackaged plan of reorganization confirmed by the
Bankruptcy Court pursuant to its entry of a confirmation order.
The confirmation hearing is scheduled for Jan. 23, 2012.

The DIP Credit Agreement contains certain customary covenants,
various representations and warranties, and may be terminated upon
occurrence of certain events of default.  The DIP Credit Agreement
limits, among other things, the Company's and Subsidiary
Guarantors' ability to (i) incur indebtedness, (ii) issue equity
interests and pay dividends, (iii) incur or create liens, (iv)
dispose of assets, (v) prepay indebtedness and make other
restricted payments, (vi) enter into sale and leaseback
transactions and (vii) modify the terms of any indebtedness and
certain material contracts of the Company and the Subsidiary
Guarantors.

                       About Lee Enterprises

Lee Enterprises, Inc., headquartered in Davenport, Iowa, publishes
the St. Louis Post Dispatch and the Arizona Daily Star along with
more than 40 other daily newspapers and about 300 weekly
newspapers and specialty publications in 23 states.  Revenue for
the 12 months ended December 2010 was $780 million.  The Company
has 6,200 employees, with 4,650 working full-time.

The Company's balance sheet at Sept. 25, 2011, showed $1.2 billion
in total assets and $1.3 billion in total liabilities.  Operating
loss was $103.3 million for fiscal year ended Sept. 25, 2011, on
revenue of $756.1 million.

Lee Enterprises and certain of its affiliates filed for chapter 11
(Bankr. D. Del. Lead Case No. 11-13918) on Dec. 12, 2011.

The Debtor selected Sidley Austin LLP and Young Conaway Stargatt &
Taylor LLP as counsel; The Blackstone Group as Financial and Asset
Management Consultant; and The Garden City Group Inc. as Claims,
Noticing and Balloting Agent.  The Debtor disclosed total assets
of $1.15 billion and total liabilities of $1.25 billion at
Sept. 25, 2011.


LEE ENTERPRISES: Pulitzer Debtors Can Access Cash Collateral
------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the Southern
District of New York has authorized Pulitzer, Inc., and its
subsidiaries, on a final basis, to access the cash collateral of
the Bank of New York Mellon Trust Company, N.A., as Prepetition
Collateral Agent, and the Prepetition Noteholders.  Judge Gross
orders that the Lee Debtors are prohibited from using the cash
collateral unless agreed in writing by the Noteholders.

As adequate protection, the Prepetition Collateral Agent is
granted senior adequate protection liens on all assets and
proceeds of the Pulitzer Debtors.

As reported in the Troubled Company Reporter on Dec. 21, 2011,
as part of the Voluntary Ch. 11 Filing, the Company filed a
variety of customary motions with the Bankruptcy Court to approve,
among other things, the Company's access to its cash on hand, as
well as all cash generated from daily operations, which will be
used to continue to satisfy the Company's pre-petition and post-
petition obligations without interruption during the course of the
Ch. 11 Proceedings.  Also, the Company filed first day motions to
approve payment of all employee wages, salaries, health benefits
and other employee obligations during the Ch. 11 Proceedings, as
well as authority to continue to honor its current customer
commitments.  On Dec. 13, 2011, the Bankruptcy Court approved all
of the Company's first day motions and the Company received
authorization from the Bankruptcy Court to satisfy all obligations
incurred in the ordinary course of business without seeking
further Bankruptcy Court approval.

                      About Lee Enterprises

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

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


LIBERATOR INC: Online Investor Presentation Now Available
---------------------------------------------------------
Liberator, Inc., announced the availability of an online investor
presentation.

"We encourage anyone that would like an in-depth overview of the
company to view our latest investor presentation online," said
Louis Friedman, President and CEO of Liberator, Inc.  "As we
continue to increase our awareness in the investor community, and
based on record quarterly guidance that we released just this past
week, Liberator is extremely excited for what is in store and we
look forward to 2012 being a milestone year for the company."

The investor presentation provides an overview of the rapidly
growing worldwide sexual wellness market, the Company's iconic
Liberator products, as well as management team's plans for the
future.

The investor presentation is available at:

         http://www.trilogy-capital.com/autoir/luvu_autoir.html

                        About Liberator Inc.

Headquartered in Atlanta, Georgia, Liberator, Inc. is a provider
of goods and information to consumers who believe that sensual
pleasure and fulfillment are essential to a well-lived and healthy
life.  The information that the Company provides consists
primarily of product demonstration videos that the Company shows
on its websites and instructional DVD's that the Company sells.

The Company reported a net loss of $801,252 on $17.32 million of
net sales for the year ended June 30, 2011, compared with a net
loss of $1.03 million on $11.07 million of net sales during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$6.64 million in total assets, $5.44 million in total liabilities,
and $1.19 million in total stockholders' equity.

Gruber & Company, LLC, in Lake Saint Louis, Missouri, noted that
conditions exist which raise substantial doubt about the Company's
ability to continue as a going concern unless it is able to
generate sufficient cash flows to meet its financing requirements
and attain profitable operations.


LIZ CLAIBORNE: S&P Puts B- Corp. Credit Rating on Watch Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services's 'B-' corporate credit rating
on Liz Claiborne Inc. remains on CreditWatch, where it was placed
with positive implications on Oct. 14, 2011. "CreditWatch with
positive implications means that we could either raise or affirm
our ratings following completion of our review," said Standard &
Poor's credit analyst Linda Phelps.

On Oct. 12, 2011, Liz Claiborne announced it would sell several
brands and use proceeds to repay debt. The company has now
completed the sale its Liz Claiborne, Monet, Kensie, and Dana
Buchman brands as anticipated, generating total cash proceeds of
$328 million. In addition, the company has completed the sale of a
majority stake (81.25%) in its Mexx business for $85 million.

"The company has stated that it will use proceeds from the
transactions to repay debt. While we expect the company's credit
metrics to improve following completion of the pending
transactions, we believe Liz Claiborne's financial profile will
remain highly leveraged. In addition, we believe the company's
profitability will be enhanced following the completion of the
Mexx joint venture transactions as operating losses associated
with the Mexx brand will be eliminated," S&P said.

"The CreditWatch listing with positive implications reflects our
view that we could affirm or raise the rating upon completion of
our review," said Ms. Phelps. "In particular, we could raise our
ratings one notch if the company reduces debt and operating
performance improves in line with our expectations."

"We will resolve the CreditWatch listing for Liz Claiborne once we
have greater clarity regarding the amount and timing of debt
reduction. Our review will also focus on the company's business
and financial strategies," S&P said.


LOWER BUCKS: Moody's Withdraws 'C' Bond Rating
----------------------------------------------
Moody's has lowered the rating of Lower Bucks Hospital to C from
Ca and subsequently withdrawn the rating on the Series 1992 bonds,
which were issued through Langhorne Manor Borough Higher
Educational and Health Authority, Pennsylvania. The downgrade to C
from Ca reflects the recovery value of the bonds as per the
reorganization plan confirmed by U.S. Bankruptcy Court on December
2, 2011. The reorganization plan calls for bondholders, still owed
approximately $24.9 million, to receive approximately 35 percent
of their allowed claims, consistent with the expected recovery
rate at the C rating level. The subsequent withdrawal of the
rating follows the expected payment of bondholder claims related
to the Series 1992 bonds, as Lower Bucks Hospital has no other
debt outstanding with a Moody's underlying rating. Approximately
$24.9 million of debt is impacted by these rating actions.

The principal methodology used in this rating was Not-for-Profit
Hospitals and Health Systems published in January 2008.


MAJESTIC CAPITAL: Taps Absolute to Conduct Internet Auction
-----------------------------------------------------------
Majestic Capital, Ltd., et al., seek permission from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Absolute Auctions & Realty, Inc., to conduct a sale by public
webcast auction of network and electronic equipment owned by the
Debtors.

The Debtors have agreed to pay the auctioneer compensation that
will not exceed 25% of the proceeds from sale.  All fees and
expenses will be deducted from the gross sale proceeds for
marketing expenses, up to a maximum of $600, labor fees up to a
maximum amount of $120 for four hours of cataloging and
photographs at a rate of $30 per hour, and moving fees up to a
maximum amount of $534 for six hours at a rate of $89 per hour.

While the payment of a 25% commission is above the amount
contemplated by the Local Rules, after extensive research, the
Debtors have been unable to locate an auctioneer who is willing to
provide the necessary services at a lower rate of commission or
without buyers' premium.

                       About Majestic Capital

Headquartered in Poughkeepsie, New York City, Majestic Capital,
Ltd., formerly known as CRM Holdings Ltd., has two wholly owned
subsidiaries, Majestic USA and Twin Bridges, a Bermuda-based
reinsurance company.  Twin Bridges and Majestic Insurance, a
downstream subsidiary of Majestic USA are the two principal
insurance companies.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 11-36225) on April 29, 2011.

Affiliates also sought Chapter 11 protection (Bankr. S.D.N.Y. Case
Nos. 11-36221 - 11-36234) on April 29, 2011.   The Debtors
retained Murphy & King, P.C. as their general bankruptcy counsel
and Genova & Malin as their local counsel.  The Debtors tapped
Michelman & Robinson, LLP, as special counsel, and Day Seckler,
LLP, as accountants and financial advisors.  The Debtor disclosed
$436,191,000 in assets and $421,757,000 in liabilities as of
Dec. 31, 2010.

Bruce F. Smith, Esq., and Steven C. Reingold, Esq., at Jager Smith
P.C., represent the Official Committee of Unsecured Creditors.
The Committee has also tapped J.H. Cohn LLP as its financial
advisors.


MAKENA GREAT: Employs Fishman Glantz Wolfson as Local Counsel
-------------------------------------------------------------
The Makena Great American Anza Company, LLC, and San Tan Plaza,
LLC ask 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.

Upon retention, the firm will, among other things:

   a. give the Debtors legal advice with respect to their
      rights, powers, and duties as debtors in possession in
      connection with administration of their estates, operation
      of their businesses, and management of their properties;

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

   c. assist the Debtors in the negotiation, formulation, and
      drafting of a chapter 11 plan.

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

The firm's rates are:

   Personnel                              Rates
   ---------                              -----
   Members                             $395 to $625
   Associates                          $265 to $350
   Paralegals                          $125 to $185

                    About Makena Great American

The Makena Great American Anza Company, LLC --
http://www.makenacapital.net/-- is a commercial shopping center
developers in Southern California.  Makena Great American leads
the way in the acquisition and development of "A-Location" small
commercial shopping centers and corner properties in Southern
California

The Makena Great American Anza Company, LLC, filed a Chapter 11
petition (Bankr. N. D. Ill. Case No. 11-48549) on Dec. 1, 2011, in
Chicago, Illinois.  Barry W. Frost, Esq., at Teich Groh, in
Trenton, Gordon E. Gouveia, Esq. at Shaw, Gussis, Fishman, Glantz,
et. al, serves as counsel to the Debtor.  The Debtor estimated up
to $50,000,000 in assets and up to $50,000,000 in liabilities.


MAKENA GREAT: Employs Bernstein, Shur as Attorneys
--------------------------------------------------
The Makena Great American Anza Company, LLC, and San Tan Plaza,
LLC ask permission from the U.S. Bankruptcy Court for the Northern
District of Illinois to employ Jay S. Geller, Esquire, and the law
firm of Bernstein, Shur, Sawyer & Nelson, P.A. as its attorneys.

Upon retention, the firm will, among other things:

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

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

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

Jay S. Geller, Esq. attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The firm's rates are:

   Personnel                                 Rates
   ---------                                 -----
   Shareholders                            $275 - $490
   Associates                              $175 - $250

Prior to the Petition Date, the Debtor transferred $50,000 to
Bernstein Shur as a prepayment for services to be rendered in
advance of and in connection with the Case.  Bernstein Shur
submits that approximately $7,543.001 of the Prepetition Retainer
has been used and applied to prepetition services, including legal
fees, filing fees, and expenses incurred prior to the Petition
Date.

                    About Makena Great American

The Makena Great American Anza Company, LLC --
http://www.makenacapital.net/-- is a commercial shopping center
developers in Southern California.  Makena Great American leads
the way in the acquisition and development of "A-Location" small
commercial shopping centers and corner properties in Southern
California

The Makena Great American Anza Company, LLC, filed a Chapter 11
petition (Bankr. N. D. Ill. Case No. 11-48549) on Dec. 1, 2011, in
Chicago, Illinois.  Barry W. Frost, Esq., at Teich Groh, in
Trenton, Gordon E. Gouveia, Esq. at Shaw, Gussis, Fishman, Glantz,
et. al, serves as counsel to the Debtor.  The Debtor estimated up
to $50,000,000 in assets and up to $50,000,000 in liabilities.


MARCO POLO: Court OKs Sandler O'Neill as Financial Advisor
----------------------------------------------------------
Marco Polo Seatrade B.V. sought and obtained permission from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Sandler O'Neill & Partners, L.P. as financial advisor.

                    About Marco Polo Seatrade

Marco Polo Seatrade B.V. operates an international commercial
vessel management company that specializes in providing commercial
and technical vessel management services to third parties.
Founded in 2005, the Company mainly operates under the name of
Seaarland Shipping Management and maintains corporate headquarters
in Amsterdam, the Netherlands.  The primary assets consist of six
tankers that are regularly employed in international trade, and
call upon ports worldwide.

Marco Polo and three affiliated entities filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-13634) on July 29,
2011.  The other affiliates are Seaarland Shipping Management
B.V.; Magellano Marine C.V.; and Cargoship Maritime B.V.

Marco Polo is the sole owner of Seaarland, which in turn is the
sole owner of Cargoship, and also holds a 5% stake in Magellano.
The remaining 95% stake in Magellano is owned by Amsterdam-based
Poule B.V., while another Amsterdam company, Falm International
Holding B.V. is the sole owner of Marco Polo.  Falm and Poule
didn't file bankruptcy petitions.

The filings were prompted after lender Credit Agricole Corporate
& Investment Bank seized one ship on July 21, 2011, and was on
the cusp of seizing two more on July 29.  The arrest of the
vessel was authorized by the U.K. Admiralty Court.  Credit
Agricole also attached a bank account with almost US$1.8 million
on July 29.  The Chapter 11 filing precluded the seizure of the
two other vessels.

The cases are before Judge James M. Peck.  Evan D. Flaschen, Esq.,
Robert G. Burns, Esq., and Andrew J. Schoulder, Esq., at Bracewell
& Giuliani LLP, serve as the Debtors' bankruptcy counsel.
Kurtzman Carson Consultants LLC serves as notice and claims agent.

The petition noted that the Debtors' assets and debt are both
more than US$100 million and less than US$500 million.

Tracy Hope Davis, United States Trustee for Region 2, appointed
three members to serve on the Official Committee of Unsecured
Creditors.  The Committee has retained Blank Rome LLP as its
attorney.

Secured lender Credit Agricole Corporate and Investment Bank is
represented by Alfred E. Yudes, Jr., Esq., and Jane Freeberg
Sarma, Esq., at Watson, Farley & Williams (New York) LLP.


MARKET STREET: Final OK to Incur Unsecured Loan from Nola Dev't
---------------------------------------------------------------
The Hon. Elizabeth W. Magner of the U.S. Bankruptcy Court for the
Eastern District of Louisiana, in a final order, authorized Market
Street Properties, LLC to incur postpetition unsecured
indebtedness from Nola Development Partners, LLC.

The totaling $250,000, the loan consisted of an the initial
advance of $50,000 from the lender, and an additional line of
credit from the lender's separate funds of up to $200,000.  The
lender will receive interest at a rate of 10% per annum upon entry
of the order.

The Debtor would use the funds to operation its business
operations.

The Debtor related that it was unable to obtain the amount of
working capital and credit necessary to successfully maintain its
ongoing operations and implement its contemplated plan of
reorganization except under the terms and conditions set forth in
the lender's agreement.

The Court also ordered that:

   (i) the lender's priority administrative claim will be
   subordinate to any priority administrative claim granted to
   Market Street Ventures, LLC, the super-priority administrative
   claims granted to Boxer Finance, LLC, for disbursement of
   escrow funds, the payment of allowed professional fees in the
   case, and the fees of the U.S. Trustee and a carve-out for
   accrued, unpaid and budgeted professional fees and costs of
   Debtor's counsel up to the amount of $100,000; and

   (ii) repayment of the advance may be made when funds become
   available from movie location fees or funds that Debtor may
   obtain except for any funds disbursed from the escrow account
   which is the subject of the motions regarding the Entergy
   Escrow and escrow agreement and except for the release of
   monies held by the DIP lender.

                 About Market Street Properties

Oceanside, New York-based Market Street Properties, L.L.C., owns
an approximately 500,000 square-foot power plant, two substations,
and three parcels of vacant land.  It filed for Chapter 11
bankruptcy (Bankr. E.D. La. Case No. 09-14172) on Dec. 23, 2009,
represented by Christopher T. Caplinger, Esq., Joseph Patrick
Briggett, Esq., and Stewart F. Peck, Esq., at Lugenbuhl Wheaton
Peck Rankin & Hubbard, in New Orleans.  Cupkovic Architecture LLC
serves as the Debtor's architect; and Patrick J. Gros, CPA, as
accountant.  James E. Fitzmorris, Jr., serves as political
consultant and advisor.  No trustee or examiner has been appointed
in the case. The Company disclosed $52,404,026 in assets and
$26,848,596 in liabilities as of the Chapter 11 filing.

No official committee of unsecured creditors has yet been
established in the Debtor's case.


MARY A II: Plan of Reorganization Wins Court Confirmation
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Florida,
according to the Debtor's docket, found that First Amended Plan of
Reorganization filed by The Mary A II, LLC, was feasible and met
requirements.

As reported in the Troubled Company Reporter on Nov. 15, 2011, the
Plan generally provided for these terms:

   (a) The payment in full of all Allowed Administrative Expense
       Claims and Allowed Priority Claim on the Effective Date or
       upon other terms as the Debtor and the holder of each
       Allowed Administrative Expense Claim and Allowed Priority
       Claim will agree.  These claims are estimated to be no
       more than $100,000;

   (b) The Class 1 Claim of Spur Ranch, LLC, will retain its lien
       on the Debtor's real property located in Brevard County,
       Florida, and be paid 4% interest, interest only payments
       for 2 years, with principal and interest payments
       commencing in year 3 based upon a 20 year amortization and
       a 3 year balloon payment.  Additionally, as Credits are
       sold, Spur Ranch will receive 75% of all proceeds to be
       applied as principal reductions.  The Debtor anticipates
       that Spur Ranch will receive in excess of $4 million in
       principal reductions prior to the end of 2012.  Upon
       principal pay downs, the debt will be reamortized and
       payments adjusted accordingly.  If there are insufficient
       funds on hand with the Debtor, James M. Rudnick will make
       the interest payments as set forth in the Plan.  The Debtor
       reserves the right to challenge all or a portion of the
       Class 1 Claim.  The Class 1 Claim is approximately
       $8.2 million ($5.2 million in principal and in excess of
       $3 million in default interest, fees and expenses) and is
       subject to dispute;

   (c) The unsecured Allowed Claims of governmental units for
       unpaid taxes, interest and assessments, if any, entitled
       to priority under Section 507(a)(8) of the Bankruptcy Code
       will be paid in full in cash on the Effective Date or over
       time as provided for in the Bankruptcy Code.  The Debtor
       estimates these claims to be less than $100,000;

   (d) Class 2 Note Holders will be paid quarterly payments based
       upon 4% interest, interest only payments for two years,
       with principal and interest payments commencing in year 3
       and a 3 year balloon payment (total 5 year term).  Class 2
       Note Holders will be paid from the sale proceeds of
       Credits, after the payments to Spur Ranch or upon
       additional funding from Mr. Rudnick or funding raised or
       issued by the Reorganized Debtor, if necessary.  These
       Claims aggregate approximately $2 million;

   (e) Class 3 General Unsecured Creditors will receive payment
       in full with a payment of 50% on the Effective Date and
       50% on the one year anniversary of the Effective Date.
       These claims are estimated to be less than $50,000.  If
       there are insufficient funds on hand with the Debtor, Mr.
       Rudnick will fund these payments; and

   (f) Equity Security Holders will retain their interests in the
       Debtor.

A copy of the Debtor's First Amended Disclosure Statement and a
copy of the Plan of Reorganization, both dated Oct. 28, 2011, are
available for free at:

           http://bankrupt.com/misc/themarya.dkt77.pdf

                             Objection

Spur Ranch Enterprises, LLC, had asked the Court to deny
confirmation of the Debtor's Plan; and dismiss the Debtor's
Chapter 11 case.

Spur Ranch is the owner and holder of a loan made by Federal Trust
Bank to the Debtor in the original principal amount of $6,650,000.
The loan is secured by a first priority lien on the Debtor's real
and personal property.  As of the Petition Date, Spur Ranch was
$5,207,240 in principal and $2,648,402 in interest.

Spur Ranch objected to confirmation of the Debtor's Plan on the
grounds that:

   1. the Plan is not feasible; and

   2. the Plan does not meet the cramdown requirements of Section
      1129(b)(1) because it is not fair and equitable.

As reported in the TCR on Nov. 23, 2011, the Court denied Spur
Ranch's motion to excuse receiver from compliance with Section 543
of the Bankruptcy Code, and alternatively, appoint a Chapter 11
trustee in the case of the Debtor.

The Court ordered that the receiver, John Kurtz, will remain in
place pending the outcome of the confirmation hearing in the case.

                       About The Mary A II

Tallahassee, Florida-based The Mary A II, LLC, is the owner of
real property located in Brevard County, Florida, which was
originally acquired in 2004 and was placed in a conservation
easement.  Ultimately, the Property became a wetlands mitigation
bank, which sells credits to developers or other entities that
need to impact wetlands.  The Company holds the right to sell
approximately 937.69 mitigation credits approved and permitted by
the St. Johns River Water Management District and 847.92
mitigation credits approved and permitted by the U.S. Army Corps
of Engineers.  The Company said it is in negotiations for the sale
of certain credits that could realize in excess of $5 million.

Mary A II filed for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case
No. 11-40693) on Aug. 29, 2011.  Brian G. Rich, Esq., at Berger
Singerman PA, serves as the Debtor's bankruptcy counsel.  The
Debtor scheduled $26,083,816 in assets and $7,380,600 in debts.
The petition was signed by James M. Rudnick, managing member, and
the holder of 90% on the Interests in the Debtor.


MCI INVESTMENT: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: MCI Investment Group, Inc.
        2615 Fruitland Avenue
        Los Angeles, CA 90058

Bankruptcy Case No.: 12-10954

Chapter 11 Petition Date: January 10, 2012

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Ellen Carroll

Debtor's Counsel: Lewis R. Landau, Esq.
                  23564 Calabasas Rd, Ste 104
                  Calabasas, CA 91320
                  Tel: (888) 822-4340
                  E-mail: lew@landaunet.com

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

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

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb12-10954.pdf

The petition was signed by Martin Anaya, president.


MEDICAL BILLING: Donald Bittar Elected to Board
-----------------------------------------------
Donald Bittar was elected to the Board of Directors of Medical
Billing Assistance, Inc., on Jan. 6, 2012.  Mr. Bittar has been
Chief Financial Officer, Treasurer and Secretary of the Company
since December 2010.  He previously was President and Chairman of
Associated Mortgage of North America, Inc., from 1999.  Prior to
that, Mr. Bittar, served as President of DA Bittar and Associates
Inc., a management and technology consulting firm, from 1980.
Prior to that, Mr. Bittar served as President and Chairman of
Marine Telephone, Inc., from 1969.

Since 1969, Mr. Bittar has taught finance, management and
information technology classes in undergraduate and graduate
schools.  Currently, he is teaching as an Adjunct Professor in the
Graduate School of Business and the College of Business, Florida
Institute of Technology.  He has been a frequent speaker at the
National Association of Mortgage Bankers, National Council of
Savings Institutions, Council of Presidents, New England Bankers
Association and the National Corporate Cash Managers Association.
Mr. Bittar received an MBA from Long Island University in 1964 and
is resident of Melbourne, Florida

                       About Medical Billing

Melbourne, Fla.-based Medical Billing Assistance, Inc., was
incorporated in the State of Colorado on May 30, 2007, to act as a
holding corporation for I.V. Services Ltd., Inc. ("IVS"), a
Florida corporation engaged in providing billing services to the
medical community.  IVS was incorporated in the State of Florida
on Sept. 28, 1987.

On Dec. 29, 2010, the Company entered into a Share Exchange
Agreement with FCID Medical, Inc., a Florida corporation and FCID
Holdings, Inc., a Florida corporation, and the shareholders of
FCID.  Pursuant to the terms of the Share Exchange Agreement, the
FCID Shareholders exchanged 100% of the outstanding common stock
of FCID for a total of 40,000,000 shares of common stock of the
Company, resulting in FCID Medical and FCID Holdings being 100%
owned subsidiaries of the Company.

All of the Company's operations are conducted out of its wholly-
owned subsidiaries: IVS, FCID Medical and FCID Holdings.  The
Company has real estate holdings through FCID Holdings, Inc.,
under which Marina Towers, LLC, is wholly-owned subsidiary.

Ronald R. Chadwick, P.C., in Aurora, Colo., expressed substantial
doubt about 's ability to continue as a going concern, following
the Company's 2010 results.  Mr. Chadwick noted that the Company
has a working capital and stockholders' deficit.

The Company's balance sheet at Sept. 30, 2011, showed
$6.70 million in total assets, $7.79 million in total liabilities,
and a $1.08 million total stockholders' deficit.


MMRGLOBAL INC: Renews Employment of Head & CEO for Add'l 3 Yrs.
---------------------------------------------------------------
The existing employment agreement of Mr. Robert H. Lorsch,
president and chief executive officer, dated Jan. 27, 2009, came
up for renewal on Dec. 31, 2011.  It was decided by the Board that
it was in the best interest of the Company to renew Mr. Lorsch's
employment agreement for an additional three year term.  Factors
affecting this decision included the fact that he is the inventor
of a number of patents in the Company's intellectual property
portfolio, including the ones recently issued by the U.S. Patent
Office for the Method and System for Providing Online Medical
Records, the existence of recently announced pending transactions
and certain other factors.  The employment agreement called for
annual bonus and stock option grants as determined by the Board in
its sole discretion.

During a meeting of the Compensation Committee held on Dec. 28,
2011, as ratified by the Board of Directors on the same date, it
was agreed that the salary for Mr. Ralph Salazar, Vice President,
Telecommunications & Carrier Relations be increased to $130,000
per year with the understanding that, from time to time, it could
be necessary to defer certain payments or benefits into future
periods.  Mr. Salazar's current employment agreement, dated as of
June 15, 2010, was also extended for an additional two year term.

Also at the meeting, it was agreed that it would be in the
Company's best interest to extend the current employment agreement
with Ingrid Safranek, Vice President and Chief Operating Officer,
dated Dec. 15, 2010, for an additional two year term.  The
Safranek Employment Agreement called for annual bonus and option
grants as determined by the Board in its sole discretion.

A full-text copy of the Form 8-K is available at:

                        http://is.gd/ybQ2bE

                          About MMRGlobal

Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.

The Company reported a net loss of $17.9 million on $972,988 of
revenues for 2010, compared with a net loss of $10.3 million on
$619,249 of revenues for 2009.

The Company also reported a net loss of $6.24 million on
$1.08 million of total revenues for the nine months ended
Sept. 30, 2011, compared with a net loss of $16.01 million on
$556,648 of total revenues for the same period during the prior
year.

The Company's balance sheet at Sept. 30, 2011, showed $2.13
million in total assets, $6.66 million in total liabilities and a
$4.53 million total stockholders' deficit.

As reported by the TCR on April 7, 2011, Rose, Snyder & Jacobs, in
Encino, Calif., expressed substantial doubt about MMRGlobal's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant operating losses
and negative cash flows from operations during the year ended Dec.
31, 2010, and 2009.


MONEY TREE: Can Hire KCC as Claims and Noticing Agent
-----------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Alabama
authorized The Money Tree Inc., et al., to employ Kurtzman Carson
Consultants as noticing and claims agent.  KCC will, among other
things:

   (a) prepare and serve required notices in these Chapter 11
       cases;

   (b) assist with the publication of required notices, as
       necessary;

   (c) maintain copies of all proofs of claim and proofs of
       interest filed in these cases;

   (d) docket all proofs of claim and proofs of interest in the
       claims register of the ALMB Electronic Case Filing system;

   (e) create and maintain a public access Web site setting forth
       pertinent case information and allowing access to certain
       documents filed in the Debtors' Chapter 11 cases;

   (f) comply with applicable federal, state, municipal and local
       statutes, ordinances, rules, regulations, orders and other
       requirements;

   (g) provide temporary employees, who are not past or present
       employees of the Debtors, to process claims, as necessary;

   (h) promptly comply with such further conditions and
       requirements as the Clerk's Office or the Court may at any
       time prescribe;

   (i) provide balloting and solicitation services, including
       producing personalized ballots and tabulating creditor
       ballots on a daily basis;

   (j) provide such other claims processing, noticing, balloting
       and administrative services as may be requested from time
       to time by the Debtors; and

   (k) at the close of these cases, box and transport all original
       documents in proper format, as provided by the Clerk's
       Office, to the Federal Archives.

                          About Money Tree

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

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

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


MSR RESORT: Wants Until April 29 to Decide on Operating Leases
--------------------------------------------------------------
MSR Resort Golf Course LLC, et al., ask the U.S. Bankruptcy Court
for the Southern District of New York to extend until April 29,
2012, their time to assume or reject certain operating leases.

The Debtors relate that on Dec. 1, 2011, the Debtors commenced an
adversary proceeding, seeking a declaratory judgment that Hilton
(Waldorf Astoria Management LLC) is equitably estopped from
seeking to enforce the terms of certain non-disturbance and
attornment agreements.  On Dec. 15, the Court entered the
stipulation and order setting litigation schedule for an adversary
proceeding.

The Debtors note that they and Hilton are engaged in discovery,
which is scheduled to conclude no later than Feb. 15, 2012.  A
trial on the merits is scheduled for March 12 - 14.  In
conjunction with the ongoing litigation, the Debtors continue to
negotiate with Hilton and they remain hopeful for a consensual
resolution with Hilton.

The Debtors assert that it would not be prudent to make
determinations concerning the assumption or rejection of the
operating leases on or before April 29.  The Debtors are in the
process of soliciting and evaluating proposals from alternative
Resort managers, and the requested extension will provide the
Debtors with the additional time necessary to bring these efforts
to fruition.

The Debtors set a Jan. 24, hearing at 11:00 a.m., prevailing
Eastern Time on the requested lease decision period.  Objections,
if any, are due Jan. 17, at 4:00 p.m.

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.


MT3 PARTNERS: Chapter 11 Reorganization Case Dismissed
------------------------------------------------------
The Hon. Bruce T. Beesley of the U.S. Bankruptcy Court for the
District of Nevada dismissed the Chapter 11 case of MT3 Partners,
LLC.

As reported in the Troubled Company Reporter on Oct. 26, 2011, the
Debtor asked the Court to enter an order dismissing its Chapter 11
case.  MT3 told the Court that it was unable to formulate a plan
of reorganization.  Furthermore, as there are no unencumbered
assets for unsecured creditors, conversion to a Chapter 7 would
not be in the best interest of the creditors nor the estate.

                      About MT3 Partners, LLC

Reno, Nevada-based MT3 Partners, LLC, filed for Chapter 11
bankruptcy protection (Bankr. D. Nev. Case No. 10-54172) on
Oct. 22, 2010.  Jeffrey L. Hartman, Esq., at Hartman & Hartman, in
Reno, Nev., served as counsel to the Debtor.  The Debtor estimated
its assets at $50 million to $100 million and debts at $10 million
to $50 million.


NATIONAL HOLDINGS: Sherb & Co. Raises Going Concern Doubt
---------------------------------------------------------
National Holdings Corporation filed on Jan. 13, 2012, its annual
report on Form 10-K for the fiscal year ended Sept. 30, 2011.

Sherb & Co., LLP, in Boca Raton, Florida, expressed substantial
doubt about National Holdings' ability to continue as a going
concern.  The independent auditors noted that the Company has
incurred significant losses and has a working capital deficit as
of Sept. 30, 2011.

The Company reported a net loss of $4.7 million on $126.5 million
of total revenues for fiscal 2011, compared with a net loss of
$6.6 million on $111.0 million on total revenues for fiscal 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$16.4 million in total assets, $17.8 million in total liabilities,
and a stockholders' deficit of $1.4 million.

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

                       http://is.gd/H8XSHU

New York, N.Y.-based National Holdings Corporation is a financial
services organization, operating primarily through its wholly
owned subsidiaries, National Securities Corporation, Finance
Investments, Inc., and EquityStation, Inc.  The Broker-Dealer
Subsidiaries conduct a national securities brokerage business
through their main offices in New York, New York, Boca Raton,
Florida, and Seattle, Washington.


NEBRASKA BOOK: Lease Decision Period Extended to April 30
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved various stipulations between Nebraska Book Company, Inc.,
and its landlords extending the lease decision period to April 30,
2012.

                        About Nebraska Book

Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the
leading providers of new and used textbooks for college students
in the United States.  Nebraska Book and seven affiliates filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002
to 11-12009) on June 27, 2011.  Hon. Peter J. Walsh presides over
the case.  Lawyers at Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel.  The
Debtors; restructuring advisors are AlixPartners LLC; the
investment bankers are Rothschild, Inc.; the auditors are Deloitte
& Touche LLP; and the claims agent is Kurtzman Carson Consultants
LLC.  As of the Petition Date, the Debtors had consolidated assets
of $657,215,757 and debts of $563,973,688.

JPMorgan Chase Bank N.A., as administrative agent for the DIP
lenders, is represented by lawyers at Richards, Layton & Finger,
P.A., and Simpson Thacher & Bartlett LLP.  J.P. Morgan Investment
Management Inc., the DIP arranger, is represented by lawyers at
Bayard, P.A., and Willkie Farr & Gallagher LLP.

An ad hoc committee of holders of more than 50% of the Debtors'
Second Lien Notes is represented by lawyers at Brown Rudnick.  An
ad hoc committee of holders of the Debtors' 8.625% unsecured
notes are represented by Milbank, Tweed, Hadley & McCloy LLP.

The Official Committee of Unsecured Creditors selected Lowenstein
Sandler LLP and Stevens & Lee, P.C., as lawyers and Mesirow
Financial Inc. as financial advisers.

Nebraska Book has been unable to confirm a pre-packaged Chapter 11
plan that would have swapped some of the existing debt for new
debt, cash and the new stock, due to an inability to secure $250
million in exit financing.  The company's exclusive period for
proposing a plan is set to expire on Jan. 23.


NEBRASKA BOOK: Authorized to Amend Terms of DIP Facility
--------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware has authorized NBC Acquisition Corp., a
Delaware corporation, Nebraska Book Company, Inc., a wholly-owned
subsidiary of the Company, and NBC Holdings Corp., the Company's
parent company, to enter into a Second Amendment to their Secured
Superpriority Debtor-In-Possession Credit Agreement, dated as of
June 30, 2011, as amended, with the lenders party from time to
time thereto and JPMorgan Chase Bank, N.A., as administrative
agent and collateral agent.

The Second Amendment, among other things, (i) changes the
applicable margin with respect to term loans from 5.00% per annum
to 6.50% per annum in the case of base rate loans and from 6.00%
per annum to 7.50% per annum in the case of Eurodollar Loans, (ii)
changes the applicable margin with respect to revolving credit
loans from 2.50% per annum to 4.00% per annum in the case of base
rate loans and from 3.50% per annum to 5.00% per annum in the case
of Eurodollar Loans, (iii) amends the minimum liquidity and
minimum Consolidated EBITDA (as defined in the DIP Credit
Agreement) covenants and (iv) waives any Default or Event of
Default (as defined in the DIP Credit Agreement) and any
consequences from such Default or Event of Default which may have
resulted from any failure to comply with the Consolidated EBITDA
covenant for the period ending on November 30, 2011.

                      About Nebraska Book

Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the
leading providers of new and used textbooks for college students
in the United States.  Nebraska Book and seven affiliates filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002
to 11-12009) on June 27, 2011.  Hon. Peter J. Walsh presides over
the case.  Lawyers at Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel.  The
Debtors; restructuring advisors are AlixPartners LLC; the
investment bankers are Rothschild, Inc.; the auditors are Deloitte
& Touche LLP; and the claims agent is Kurtzman Carson Consultants
LLC.  As of the Petition Date, the Debtors had consolidated assets
of $657,215,757 and debts of $563,973,688.

JPMorgan Chase Bank N.A., as administrative agent for the DIP
lenders, is represented by lawyers at Richards, Layton & Finger,
P.A., and Simpson Thacher & Bartlett LLP.  J.P. Morgan Investment
Management Inc., the DIP arranger, is represented by lawyers at
Bayard, P.A., and Willkie Farr & Gallagher LLP.

An ad hoc committee of holders of more than 50% of the Debtors'
Second Lien Notes is represented by lawyers at Brown Rudnick.  An
ad hoc committee of holders of the Debtors' 8.625% unsecured
notes are represented by Milbank, Tweed, Hadley & McCloy LLP.

The Official Committee of Unsecured Creditors selected Lowenstein
Sandler LLP and Stevens & Lee, P.C., as lawyers and Mesirow
Financial Inc. as financial advisers.

Nebraska Book has been unable to confirm a pre-packaged Chapter 11
plan that would have swapped some of the existing debt for new
debt, cash and the new stock, due to an inability to secure $250
million in exit financing.  The company's exclusive period for
proposing a plan is set to expire on Jan. 23.


NEOMEDIA TECHNOLOGIES: C. Steinborn Ousted as Managing Director
---------------------------------------------------------------
Dr. Christian Steinborn was removed from his position as Managing
Director of NeoMedia Europe GmbH, a subsidiary of NeoMedia
Technologies, Inc., effective Jan. 11, 2012, .

                    About NeoMedia Technologies

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

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

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

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


NEWFIELD EXPLORATION: Moody's Updates Credit Opinion
----------------------------------------------------
Moody's Investors Service has just updated the credit opinion for
Newfield Exploration.

Moody's current ratings for Newfield Exploration are:

LT Corporate Family Ratings (domestic currency) Rating of Ba1

Probability of Default Rating of Ba1

Senior Unsecured (domestic currency) Rating of Ba1

LGD Senior Unsecured (domestic currency) Assessment of 38 - LGD3

Senior Subordinate (domestic currency) Rating of Ba2

LGD Senior Subordinate (domestic currency) Assessment of 77 - LGD5

Senior Unsec. Shelf (domestic currency) Rating of (P)Ba1

Senior Subordinate Shelf (domestic currency) Rating of (P)Ba2

Subordinate Shelf (domestic currency) Rating of (P)Ba2

Pref. Shelf (domestic currency) Rating of (P)Ba3

Preferred shelf -- PS2 (domestic currency) Rating of (P)Ba3

Speculative Grade Liquidity Rating of SGL-2

RATINGS RATIONALE

Newfield's Ba1 Corporate Family Rating reflects its reserve and
production scale, its geographic diversification, its ability to
replace reserves with internally generated cash flow, its
leveraged balance sheet, and its experienced management team.
Newfield has a diverse and stable portfolio of properties. With a
proved reserve life index of approximately 13 years and a proved
developed reserve life index of approximately 7 years, Newfield
has developed a core group of cash flow properties that are
available to finance the assessment of its new resource plays in
the Eagle Ford shale and in the Southern Alberta Basin. As a
result of its diversity, the company has the opportunity to direct
its capital spending to the development of oil or natural gas
reserves depending on the current market conditions for each of
these cyclical commodities. This reserve base could support a
higher rating. However, over the last two years, Newfield has
shifted its capital budget to invest heavily in its oil and
liquids-rich properties. During this transition, production has
grown modestly while debt increased, causing higher leverage. With
the higher leverage, positive ratings momentum stalled. This
factor is the primary reason Moody's outlook for Newfield is
stable, and not positive.

The stable outlook reflects Newfield's diverse reserve base and
sound liquidity position, tempered by its elevated leverage
metrics. Moody's considers Newfield comfortably positioned with a
Corporate Family Rating of Ba1. A positive rating action would be
considered once the ratio of debt to proved developed reserves is
below $6 per Boe and debt to average daily production is under
$17,000 per Boe. A negative rating action is possible if
Newfield's leverage rises materially from current levels due to a
large, debt-financed acquisition of non-producing reserves. Should
debt to average daily production exceed $30,000 per Boe or debt to
proved developed reserves go over $11 per Boe, a negative action
may be taken unless there is a viable plan to rapidly reduce
leverage below these levels.

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


NEWPAGE CORP: Creditors Have Until Feb. 3 to File Proofs of Claim
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established Feb. 3, 2012, at 5:00 p.m., Prevailing Pacific Time,
as the deadline for any person or entity to file proofs of claim
against NewPage Corporation.

The Court also set March 5, 2012, as the deadline for governmental
units to file their proofs of claim.

                      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.


NIELSEN CO: Fitch Upgrades Issuer Default Ratings to 'BB'
---------------------------------------------------------
Fitch Ratings has upgraded its Issuer Default Ratings (IDR) for
the Nielsen Company, B.V. (Nielsen), and Nielsen Finance LLC and
Nielsen Finance Co. (collectively, Nielsen Finance) to 'BB' from
'B+'. The Rating Outlook remains Positive.

The two notch upgrade reflects Fitch's comfort with the positive
trends of the operations and improving credit metrics (which have
exceeded Fitch's expectation), the company's proposed extension of
a meaningful portion of its 2013 maturities, the benign
competitive environment and managements' focus to reduce leverage.

Fitch's concerns remain around the uncertainty of Nielsen's long-
term financial policy and the risk to the balance sheet from a
private equity exit.  At the current ratings, these concerns are
mitigated by Fitch's belief that the company will generate annual
free cash flow (FCF) in the $300 million to $400 million range
over the next several years.  This should provide Nielsen the
financial flexibility to satisfy mandatory debt amortization and
make small acquisitions, while building cash for future share
holder friendly actions.  In addition, Fitch believes the company
will continue to delever, even absent further voluntary debt
reduction, as Fitch expects EBITDA will continue to grow in the
mid single digits in the near term, providing additional balance
sheet flexibility.

The ratings reflect the risk that competitive threats may emerge
over time; however, there are meaningful barriers to entry.  Fitch
believes there are significant investments that would be required
by any potential competitors and the meaningful complexity
associated with attempting to replicate Nielsen's offerings.
While increased competition could result in revenue pressure (lost
share), incremental costs (talent/sales/services), and some FCF
pressure (investments in offerings), this risk is accommodated in
the rating.

Fitch notes that Nielsen's TV measurement market position in small
local TV markets (diary based) have been increasingly challenged
by Rentrak's TV Essential offering.  However, Fitch believes the
company's other Watch business and services (and the Buy business)
remain strongly positioned.  The Buy segment generates
approximately 50% of the company's EBITDA, with the Watch business
generating approximately 45% of EBITDA (Fitch believes the TV
local markets make up a small portion of the Watch business).  In
addition, Nielsen has indicated its plans to deploy set-top box
data to support its diary based measurements in the smaller TV
markets.  Fitch believes this offering will support Nielsen
ability to defend its small local TV market business.

Fitch expects EBITDA of approximately $1.5 billion in 2011
(adjusting for the $102 million sponsor agreement termination fee
paid after the closing of the company's IPO), with EBITDA margins
of approximately 27%.  Fitch models EBITDA growth in the mid
single digits in 2012, off of mid single digit growth from
revenues.  Fitch expects the company to continue to invest in
products and emerging markets.

Fitch believes Nielsen's liquidity is sufficient.  At Sept. 30,
2011, liquidity was composed of $404 million of cash on hand and
$616 million available under the senior secured revolver due in
2016. In the 12 months ended Sept. 30, 2011, Fitch calculates the
company generated $270 million of FCF.  Fitch expects the company
to continue to generate material positive FCF ($300 million to
$400 million in 2012) and anticipates that it will be dedicated
toward mandatory debt repayment, smaller acquisitions, and
eventually shareholder returns.  Fitch anticipates capex to remain
between $300 million to $375 million annually, and is factored
into Fitch's FCF expectations.

Total debt at Sept. 30, 2011 was approximately $6.7 billion,
consisting primarily of $4.8 billion in secured term loans ($1.6
billion due 2013, $2.7 billion due 2016, $500 million due 2017);
approximately $100 million in Nielsen debt coming due in 2012
(legacy debt prior to the LBO); approximately $200 million of
senior notes due 2014; approximately $300 million of senior notes
due 2016; and $1.1 billion of senior notes due 2018.  The company
has been active in managing its near-term maturities, and they are
manageable over the next several years.

In addition to the debt noted above, the company has $288 million
of 6.25% mandatory convertible subordinated notes due 2013, which
are afforded 100% equity credit under Fitch's hybrid criteria.
These notes will automatically convert on Feb. 1, 2013 (less than
three years) into common equity and have a set conversion rate (a
max of 2.1739 and a min of 1.8116).  The notching of the mandatory
convertible instruments reflects Fitch's hybrid criteria, which
typically notches such hybrid securities two notches down from the
IDR.

The notching on Nielsen Finance's senior secured debt reflects the
security provided to the lenders. As the IDR ratings improve,
Fitch expects that the notching of the issue ratings from the IDR
would be reduced and would begin to reflect an average recovery.
Nielsen Finance's unsecured notes are rated 'BB' reflecting
Fitch's expectations for average recovery.  The one notch down for
the Nielsen debt reflects the structural subordination and the
lack of guarantees by the guarantor subsidiaries.

Fitch has upgraded the following ratings:

Nielsen

  -- IDR to 'BB' from 'B+';
  -- Senior unsecured notes to 'BB-' from 'CCC/RR6';
  -- Mandatory convertible subordinated notes to 'B+' from
     'CCC/RR6'.

Nielsen Finance

  -- IDR to 'BB' from 'B+';
  -- Senior secured bank facility to 'BB+' from 'BB/RR2';
  -- Senior Unsecured Notes to 'BB' from 'B-/RR6'.

The Rating Outlook is Positive.


NNN 2400: Has Until March 6 to Complete Settlement by Refinancing
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
extended to March 6, 2012, NNN 2400 West Marshall Drive 19, LLC's
time to complete settlement by refinancing.

As reported in the Troubled Company Reporter on Nov. 30, 2011, the
Debtor sought for an order (i) extending the date by which it
must complete refinancing of secured creditor's collateral from
Dec. 22, 2011, to a date 60 days after the order.  The Court, on
Oct. 17, entered an order resolving calculation of amount due to
secured creditor MLMT 2005-CIP1 West Marshall Drive, LLC, and
extending time to complete refinancing.

According to the Debtor, there seems to be no scenario that the
order will become final before Dec. 22, 2011, or in time for
Debtor to complete its refinancing.  The Debtor related that it
has made significant progress toward refinancing, including
securing a potential lender, G.E. Commercial Finance Business
Property Corporation, who would loan $6,500,000, but will not act
further until the order determining the amount due to secured
creditor becomes final.  The completion of refinancing thereafter
will require at least 60 days, including the proper noticing and
bringing of appropriate motions before the Court for approval of
the refinancing and dismissal of these Chapter 11 proceedings
concurrent with the close of the refinancing escrow.

In a separate motion, MLMT 2005-CIP1 asks that the Court (i) amend
the payoff order to allow the payment of default interest to
holder in the amount of 408,912; and (ii) grant holder other and
further relief as is just and proper.

On Oct. 17, 2011, the Court entered the payoff order, which, among
other things, set the amount due at $5,919,525.  The amount due
does not include any default interest.

The holder seeks entry of an order amending the payoff order to
grant holder default interest to which it is entitled under the
loan documents and pursuant to the Bankruptcy Code.

The holder stated that it is clear that the Debtor knew or must
have known that holder did not intend to waive default interest.
The holder's counsel never, either verbally or in writing,
discussed the full waiver of default interest with the Debtor or
the Debtor's counsel.

The Court also ordered that the automatic stay of Section 362(a)
will be modified to allow secured creditor MLMT 2005-CIP1 West
Marshall Drive, to post notice of its foreclosure sale in
accordance with Texas law on or after Feb. 14.

The secured creditor's motion for reconsideration of the Court's
order resolving calculation of amount due is denied.

                 About NNN 2400 West Marshall 19

NNN 2400 West Marshall 19, LLC, filed for Chapter 11 bankruptcy
(Bankr. S.D. Calif. Case No. 11-01454) on Jan. 31, 2011.  Its
primary, if not sole, asset is an undivided 6.375% tenant-in-
common interest in real and personal property, known as Lockheed
Martin Office/Tech Center, located at 2400 West Marshall Drive, in
Grand Prairie, Texas.  The sole tenant of the Property, Lockheed
Martin Corporation, has a leasehold interest with a three-month
cancellation provision.  In its schedules, the Debtor disclosed
$11 million in total assets consisting of the TIC; and
$6.875 million in total liabilities.  Darvy Mack Cohan, Esq. --
dmc@cohanlaw.com -- serves as the Debtor's bankruptcy
counsel.counsel.


NORTHFIELD APARTMENTS: Case Summary & 2 Largest Unsec Creditors
---------------------------------------------------------------
Debtor: Northfield Apartments, L.P.
        dba Willow Point Apartments I
        348 Enterprise Drive
        Valdosta, GA 31601

Bankruptcy Case No.: 12-70030

Chapter 11 Petition Date: January 10, 2012

Court: United States Bankruptcy Court
       Middle District of Georgia (Valdosta)

Debtor's Counsel: David E. Mullis, Esq.
                  DAVID E. MULLIS, P.C.
                  2301 Mimosa Drive
                  Valdosta, GA 31602
                  Tel: (229) 245-8817
                  Fax: (229) 245-1515
                  E-mail: dmullis@businesslawhelp.com

Scheduled Assets: $3,128,386

Scheduled Liabilities: $3,313,525

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/gamb12-70030.pdf

The petition was signed by Cynamon Willis, manager.


NORTHFIELD APARTMENTS: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------------
Debtor: Northfield Apartments II, L.P.
        dba Willow Point Apartments II
        348 Enterprise Drive
        Valdosta, GA 31601

Bankruptcy Case No.: 12-70031

Chapter 11 Petition Date: January 10, 2012

Court: United States Bankruptcy Court
       Middle District of Georgia (Valdosta)

Debtor's Counsel: David E. Mullis, Esq.
                  DAVID E. MULLIS, P.C.
                  2301 Mimosa Drive
                  Valdosta, GA 31602
                  Tel: (229) 245-8817
                  Fax: (229) 245-1515
                  E-mail: dmullis@businesslawhelp.com

Scheduled Assets: $3,250,544

Scheduled Liabilities: $2,893,338

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Contractors Inc.          Roofing repairs        $11,458
1989 Fletcher Creek Dr    completed on the
Memphis, TN 38133         premises

The petition was signed by Cynamon Willis, manager.


NUTRITION 21: Terminates Registration of Common Stock
-----------------------------------------------------
Nutrition 21, Inc., filed on Jan. 13, 2012, a Form 15 Notice of
Certification and Notice of Termination of Registration under
Section 12(g) of the Securities Exchange Act of 1934 on the
Debtor's Common Stock.  The referenced Commission File Number is
001-12106.

A copy of the Form 15-12b is available for free at:

                        http://is.gd/LAQ1JG

About Nutrition 21

Purchase, N.Y.-based Nutrition 21, Inc. --
http://www.nutrition21.com/-- is a nutritional bioscience company
that primarily develops and markets raw materials, formulations,
compounds, blends and bulk and other materials to third-party non-
end users to be further fabricated, blended or packaged for
ultimate sales to end-users as nutritional supplements or
otherwise.  The Company holds more than 30 patents for nutrition
products and their uses.

Nutrition 21 and its debtor-affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Lead Case No. 11-23712) on
Aug. 26, 2011.  Michael Friedman, Esq., and Keith N. Sambur, Esq.,
at Richards Kibbe & Orbe LLP, serve as the Debtors' counsel.

On Dec. 23, 2011, the Bankruptcy Court entered an order confirming
the Second Amended Joint Chapter 11 Plan of Nutrition 21, Inc., et
al.   On the effective date of the Plan, all outstanding equity
securities of the Company will be canceled and the Company will be
dissolved.  The Company expects the Plan to become effective on or
about Jan. 9, 2012, upon satisfaction or waiver of the conditions
precedent specified under the Plan.


OLD CORKSCREW: Has Until Feb. 3 to Solicit Plan Acceptances
-----------------------------------------------------------
The Hon. Barry S. Schermer of the U.S. Bankruptcy Court for the
Middle District of Florida extended Old Corkscrew Plantation, LLC,
et al.'s exclusive period to solicit acceptances for the proposed
Plan of Reorganization until Feb. 3, 2011.

As reported in the Troubled Company Reporter on Jan. 12, 2012, the
Debtors submitted a Disclosure Statement explaining the proposed
Plan dated as of Dec. 5, 2011, the Court approved filing deadline.

According to the Disclosure Statement, the Plan provides for the
continued ownership and operation of the property of the Debtors'
estates.  If the Debtors' request to be substantively consolidated
is granted and the Plan is confirmed by the Bankruptcy Court,
then, on the Effective Date of the Plan and, except as expressly
provided in the Plan, the property of each The primary source of
the funds necessary to implement the Plan initially will be the
funding under the DIP Loan of the Debtors' estates will be
consolidated and will vest in the Reorganized Debtor, and the
Reorganized Debtor will thereafter own and manage the Property and
implement the terms of the Plan, including making distributions of
cash and property to Holders of Allowed Claims, as applicable.
Further, the Plan provides for cash payments to Holders of Allowed
Claims in certain instances.

The primary source of the funds necessary to implement the Plan
initially will be the funding under the DIP Loan.  At the present
time, the Debtors believe that the Reorganized Debtor will have
sufficient funds as of the Effective Date through funding of the
DIP Loan to pay in full the expected payments required under the
Plan, including to the Holders of Allowed Administrative Claims,
Allowed Priority Claims, and DIP Lender Allowed Claims.  Cash
payments to be made under the Plan after the Effective Date to the
Holders of Allowed Unsecured Claims will be derived from the
operations of Reorganized Debtor.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/OLD_CORKSCREW_ds.pdf

                  About Old Corkscrew Plantation

Fort Myers, Florida-based Old Corkscrew Plantation LLC, whose
oranges are made into Minute Maid and Tropicana juice, filed
for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 11-14559) on
July 29, 2011, disclosing $25,264,047 in assets and $60,751,633 in
debts.  Old Corkscrew sought Chapter 11 protection along with its
affiliates.  Donald G. Scott, Esq., -- dscott@mcdowellrice.com --
at McDowell, Rice, Smith & Buchanan, in Kansas City, Missouri,
serves as the Debtors' bankruptcy co-counsel.  Berger Singerman,
P.A., serves as their bankruptcy counsel.  Arcadia Citrus
Enterprises, Inc., serves as manager of their citrus growing
properties.  Kapila & Company serves as chief restructuring
officer.  The Debtors' orange groves are valued at $24 million.
Scott Westlake, the Debtors' managing member, signed the petition.
Mr. Westlake is also listed as the Debtors' largest unsecured
creditor, with $4,827,906 owed.  Another $338,511 debt is owed to
Scott and Vicki Westlake.

No trustee or examiner has been appointed in this Chapter 11 case.
An official committee of unsecured creditors was appointed and is
represented by counsel.


OPEN RANGE: Creditors Win More Time to Conduct Probe
----------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that unsecured
creditors in Open Range Communications Inc.'s Delaware bankruptcy
case won a hotly contested motion Friday to extend the time in
which they can investigate and sue federal agencies on the
Internet provider's behalf, a move the government had called
unnecessary and burdensome.

Law360 relates that U.S. Bankruptcy Judge Kevin Carey said the
committee could have until Feb. 16 to gather information and bring
claims against the U.S. Department of Agriculture, the Rural
Utilities Service, the Federal Communications Commission and other
government agencies.

                       About Open Range

Greenwood Village, Colo.-based Open Range Communications Inc., a
provider of wireless broadband services to 26,000 rural customers
in 12 states, filed a Chapter 11 petition (Bankr. D. Del. Case No.
11-13188) on Oct. 6, 2011, to either sell the business or shut
down and liquidate.  Open Range listed about $115.1 million in
assets and $102.8 million in debts.  Open Range started its WiMax
broadband and voice service in late 2009, backed by a $267 million
loan from the U.S. Department of Agriculture's Rural Utility
Service and $100 million invested by One Equity Partners, a
financing arm of JPMorgan Chase & Co.

Judge Kevin J. Carey presides over the case.  Marion M. Quirk,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, serves as
bankruptcy counsel.  Logan & Co. serves as claims agent.  FTI
Consulting, Inc., will provide a chief restructuring officer,
Michael E. Katzenstein; an associate chief restructuring officer,
Chris Lewand; and hourly temporary staff.  The petition was signed
by Chris Edwards, chief financial officer.

On filing for Chapter 11 protection, Open Range said it would shut
down and liquidate the network if a buyer couldn't be found.

Roberta A. DeAngelis, the United States Trustee for Region 3,
pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Open Range Communications Inc.

In December 2011, Ann Schrader at the Denver Post reported that
Open Range has shut down operations after failing to get the
broadcast spectrum it needed, problems with network quality and
vendors, and the "sporadic" flow of money from a $267 million
federal loan, of which Open Range owes a balance of $73.5 million.

Open Range hired RB Capital LLC and Heritage Global Partners Inc.
as auctioneers and sales agents to conduct an auction of the
Debtor's assets.


PEOPLE'S CHOICE: Trustee Reaches $5MM Settlement With Ex-CFO
------------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that the liquidating
trustee for People's Choice Home Loan Inc. asked a bankruptcy
court on Thursday to sign off on a $5 million settlement with a
former executive whom the trustee had accused of allowing
corporate waste and establishing unsound underwriting guidelines.

In a motion filed in California bankruptcy court, Law360 relates,
trustee Ronald Greenspan said he had reached an agreement in
arbitration with former PCHL chief financial officer Brad
Plantiko.  Under the terms of the settlement, Navigators Insurance
Co. will pay the trustee $5 million under Plantiko's directors.

                         About People's Choice

Headquartered in Irvine, California, People's Choice Financial
Corp. -- http://www.pchl.com/-- was a residential mortgage
banking company that, through its subsidiaries, originated, sold,
securitized and serviced primarily single-family, non-prime,
residential mortgage loans.

The company and two of its affiliates, People's Choice Home Loan,
Inc., and People's Choice Funding, Inc., filed for chapter 11
protection on March 20, 2007 (Bankr. C.D. Calif. Case No.
07-10772).  J. Rudy Freeman, Esq., at Pachulski, Stang, Ziehl &
Jones, L.L.P., represents the Debtors.  Winston & Strawn LLP
represents the Official Committee of Unsecured Creditors.  In its
schedules filed with the Court, People's Choice disclosed total
assets of $806,776,901 and total liabilities of $105,772,386.

People's Choice delivered to the Hon. Robert N. Kwan of the U.S.
Court for the Central District of California their Chapter 11
Joint Liquidating Plan of Reorganization dated March 3, 2008.  On
May 8, 2008, the Bankruptcy Court designated the Official
Committee of Unsecured Creditors as the sole plan proponent under
the Third Amended Joint Liquidating Plan of Reorganization dated
April 11, 2008.


PORTER BROTHERS: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Porter Brothers Properties, LLC
        5111 South Pine Ave., Suite O
        Ocala, FL 34480

Bankruptcy Case No.: 12-00156

Chapter 11 Petition Date: January 11, 2012

Court: United States Bankruptcy Court
       Middle District of Florida (Jacksonville)

Judge: Paul M. Glenn

Debtor's Counsel: Thomas C. Little, Esq.
                  THOMAS C. LITTLE, PA
                  2123 N.E. Coachman Road, Suite A
                  Clearwater, FL 33765
                  Tel: (727) 443-5773
                  E-mail: janet@thomaslittle.com

Scheduled Assets: $1,968,855

Scheduled Liabilities: $1,860,514

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb12-00156.pdf

The petition was signed by Sean L. Porter, Trustee.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Porter Ocala, LLC                      10-3064    04/13/10


REAL MEX: Wants Until May 1 to Decide on Unexpired Property Leases
------------------------------------------------------------------
Real Mex Restaurants, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware to extend until May 1, 2012, their
time to assume or reject unexpired leases of nonresidential real
property.

The Debtors time to assume or reject nonresidential leases of real
property will expire on Feb. 1, 2012.

The Debtors relate that the sale process is contemplated to
conclude with an auction and sale hearing in late January 2012,
followed by the closing of the sale to the successful bidder in
late February 2012.

According to the Debtor, the proposed extension complements the
Court-approved timeline, and will give the Debtors and the
successful bidder additional time to analyze the Debtors'
approximately 150 remaining leases and work with landlords to
ensure that as many leases as possible are assigned to the
purchaser, thereby minimizing administrative costs to the estate
and unsecured claims for rejection damages.  Moreover, the
flexibility afforded by the proposed extension will make the sale
a more attractive business opportunity for potential bidders, and
will therefore likely result in purchase price greater than
would be the case without the proposed extension.

The Debtor set a Jan. 17, hearing at 2:00 p.m., on the requested
extension.

                    About Real Mex Restaurants

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to
11-13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at Milbank, Tweed,
Hadley & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq.,
at Reed Smith LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at
Richards Layton & Finger.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern
LLP.

The Official Committee of Unsecured Creditors retained Kelley Drye
& Warren LLP and Cole, Schotz, Meisel, Forman & Leonard P.A. as
bankruptcy counsel.


REALOGY CORP: Bank Debt Trades at 6% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 94.04 cents-on-the-
dollar during the week ended Friday, Jan. 13, 2012, an increase of
0.84 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Sept. 30, 2013, and
carries Moody's B1 rating and Standard & Poor's B-rating.  The
loan is one of the biggest gainers and losers among 131 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                       About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

Realogy reported a net loss of $285 million on $3.16 billion of
net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $7 million on $3.12 billion of net revenues for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $7.89
billion in total assets, $9.24 billion in total liabilities, and a
$1.34 billion total deficit.

Realogy has 'Caa2' corporate family rating and 'Caa3' probability
of default rating, with positive outlook, from Moody's.  The
rating outlook is positive.  Moody's said in January 2011 that the
'Caa2' CFR and 'Caa3' PDR reflects very high leverage, negative
free cash flow and uncertainty regarding the timing and strength
of a recovery of the residential housing market in the U.S.
Moody's expects Debt to EBITDA of about 14 times for the 2010
calendar year.  Despite the recently completed and proposed
improvements to the debt maturity profile, the Caa2 CFR continues
to reflect Moody's view that current debt levels are unsustainable
and that a substantial reduction in debt levels will be required
to stabilize the capital structure.

In February, Standard & Poor's Ratings Services raised its
corporate credit rating on Realogy Corp. to 'CCC' from 'CC'.  The
rating outlook is positive.


ROOMSTORE INC: Appoints Scott Williams to Board of Directors
------------------------------------------------------------
Effective Jan. 9, 2012, Mr. Scott Williams has been appointed to
the Board of Directors of RoomStore, Inc.  Mr. Williams is a
partner with Hawk Management, LLC, a Newtown, Pennsylvania based
money management firm.

Mr. Williams will serve on the Audit Committee, the Compensation
Committee, and the Corporate Governance Committee.  Mr. Williams
will receive compensation for his services on the Board in
accordance with the standard compensation arrangements for non-
employee directors of RoomStore.

                      About RoomStore Inc.

Richmond, Virginia-based RoomStore, Inc., operates a chain of 64
retail furniture stores, including both large-format stores and
clearance centers in eight states: Pennsylvania, Maryland,
Virginia, North Carolina, South Carolina, Florida, Alabama, and
Texas.  It also has five warehouses and distribution centers
located in Maryland, North Carolina, and Texas that service the
Retail Stores.  The Company also offers its home furnishings
through Furniture.com, a provider of internet-based sales
opportunities for regional furniture retailers.  The Company owns
65% of Mattress Discounters Group LLC, which operates 83 mattress
stores (as of Aug. 31, 2011) in the states of Delaware, Maryland
and Virginia and in the District of Columbia.

RoomStore was founded in 1992 in Dallas, Texas, with four retail
furniture stores.  With more than $300 million in net sales for
its fiscal year ending 2010, RoomStore is one of the 30 largest
furniture retailers in the United States.

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

The Company's balance sheet at Aug. 31, 2011, showed $70.4 million
in total assets, $60.3 million in total liabilities, and
stockholders' equity of $10.1 million.  The petition was signed by
Stephen Girodano, president and chief executive officer.

Liquidator Hilco Merchant Resources, Inc., is represented in the
case by Gregg M. Galardi, Esq., at DLA Piper LLP (US); and Robert
S. Westermann, Esq., and Sheila deLa Cruz, Esq., at Hirschler
Fleischer, P.C.

The U.S. Trustee for Region 4 named seven members to the official
committee of unsecured creditors in the case.


SAINT VINCENTS: Court OKs Use of GE Capital's Loan Until March 31
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the modification to Saint Vincents Catholic Medical
Centers of New York, et al.'s debtor-in-possession credit
agreement with General Electric Capital Corporation, as agent, and
GE Capital and TD Bank, N.A., as lenders.

The fourth amendment contains these salient provisions, which
are generally consistent with the initial DIP Facility and the
various amendments thereto, among other things:

   a. Approved Budget.  The parties have negotiated a new approved
      budget, covering the period between Jan. 1, 2012, and
      March 30.

   b. Aggregate Commitments.  As of Jan. 1, the maximum aggregate
      commitment under the DIP Credit Agreement is reduced from
      $22,500,000 to $20,000,000.

   c. Cash Collateral Account.  Consistent with the terms of the
      DIP Credit Agreement, the Debtors will establish a cash
      collateral account for the deposit of certain unbudgeted
      funds, including the proceeds of sales of Nursing Homes.

   d. Conditions to Borrowing.  As an additional condition of
      borrowing, the Debtors have to deposit cash (whether
      proceeds from a sale Nursing Home or other cash) into the
      Cash Collateral Account.

   f. Fourth Amendment Fee.  In consideration for entering into
      the DIP Amendment and extending the Scheduled Maturity Date
      for three additional months, the Debtors will pay the DIP
      Agent, for the benefit of the DIP Lenders, an amendment fee
      of $50,000.

The Debtors are engaged in negotiations with the Debtors' key
constituencies on resolving claims and formulating a consensual
Chapter 11 Plan.

                        About Saint Vincents

Saint Vincents Catholic Medical Centers of New York, doing
business as St. Vincent Catholic Medical Centers --
http://www.svcmc.org/-- was anchored by St. Vincent's Hospital
Manhattan, an academic medical center located in Greenwich Village
and the only emergency room on the Westside of Manhattan from
Midtown to Tribeca, St. Vincent's Westchester, a behavioral health
hospital in Westchester County, and continuing care services that
include two skilled nursing facilities in Brooklyn, another on
Staten Island, a hospice, and a home health agency serving the
Metropolitan New York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951).

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No.
10-11963) on April 14, 2010.  The Debtor estimated assets of
$348 million against debts totaling $1.09 billion in the new
petition.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have "a realistic chance"
of paying all creditors in full, the bankruptcy left the medical
center with more than $1 billion in debt.  The new filing occurred
after a $64 million operating loss in 2009 and the last potential
buyer terminated discussions for taking over the flagship
hospital.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its
Chapter 11 effort.


SEARS HOLDING: CIT Discontinues Vendor Financing for 2012
---------------------------------------------------------
Fitch Ratings regards CIT Group's decision to discontinue vendor
financing for Sears Holdings as an additional liquidity concern
for the retailer in 2012, potentially boosting working capital
requirements.  Based on a conversation with the company, Sears has
indicated that other factoring firms continue to approve orders.

As noted in the Dec. 29 downgrade of Sears' issuer default rating
(IDR) to 'CCC', the Company's current liquidity estimates and
external financing expectations for 2012 assume no material
changes in vendor credit terms.  The CIT decision, while affecting
less than 5% of Sears' outstanding inventory (5% would equate to
$400 million-$450 million based on Fitch's 2012 inventory
forecasts), reduces the company's margin of safety with respect to
cash needs as the company looks to avoid further erosion of EBITDA
with comp sales under significant pressure.

Availability on Sears' U.S. and Canadian revolving credit
facilities totaled approximately $2.9 billion at Dec. 23, 2011.
The company's liquidity position may weaken somewhat by the end of
the fiscal year on Jan. 31 as the company funds spring
inventories.

Fitch estimates Sears would need to generate EBITDA of $1.2
billion to $1.3 billion annually in 2012 and 2013 to service cash
interest expense ($260 million-$280 million), capex ($400
million), and contribution to pension plans ($300 million) and
debt maturities.  With less than $400 million in EBITDA expected
for 2011 and the potential for EBITDA to turn negative in 2012,
operations will have to be funded with increased borrowings on its
revolvers, with additional external financing required in 2013, if
not earlier.

While Sears could potentially add $1.75 billion of secured
borrowings under existing covenants, further evidence of
reductions in vendor financing or significant changes in credit
terms could affect access to new sources of secured debt.

Any further negative rating action on Sears would depend on
evidence of material negative changes in credit availability and a
significant weakening of the company's liquidity outlook.


SOLYNDRA LLC: Exclusive Plan Filing Period Extended Until April 3
-----------------------------------------------------------------
The U.S. Bankruptcy court for the District of Delaware has
extended Solyndra LLC's exclusivity periods to file a plan and to
solicit acceptances thereof through and including April 3, 2012,
and June 4, 2012, respectively.

As reported in the TCR on Dec 22, 2011, Solyndra will use the
requested extension to conduct the Turnkey Sale and sell
additional non-core assets.  The Debtors will also continue to
assess their current contractual obligations and determine whether
to reject additional contracts.  In addition, the Debtors will
continue to focus on the winding down of their business.

"In light of the relatively short time that this case has been
pending and the myriad of pressing matters with which the Debtors
have had to deal (including the core and non-core asset sale
processes), the Debtors have not had sufficient time to prepare a
plan or the adequate disclosures to accompany a plan."

                        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.


SOLYNDRA LLC: Taps Johnson Associates as Compensation Advisor
-------------------------------------------------------------
Solyndra LLC, et al., seek permission from the District of
Delaware to employ Johnson Associates, Inc., as compensation
advisor in connection with the adjudication of a performance-
based, key employee incentive plan for certain critical employees
that are not officers and insiders, and other related services.

The primary professionals responsible in providing services for
the Debtors and their current hourly rates are:

                 Alan Johnson         $660 per hour
                 Jeff Visithpanich    $400 per hour
                 Analyst Support      $250 per hour

The Debtors agree to reimburse JAI for its actual, necessary
expenses, including, among other things, telephone and telecopier,
mail and express mail charges, computerized research and
transcription costs.

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

                        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.


SOLYNDRA LLC: Lawmakers Ask MoFo, Wilson Sonsini for Docs
---------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that House Republicans on
Thursday targeted Morrison & Foerster LLP and Wilson Sonsini
Goodrich & Rosati PC over the Solyndra LLC controversy, requesting
documents from the firms, which advised the government on a
$535 million loan to the now-bankrupt solar panel maker.

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.


SP NEWSPRINT: Can Hire Direct Fee Review as Fee Examiner
--------------------------------------------------------
SP Newsprint Holdings LLC, et al, sought and obtained permission
from the U.S. Bankruptcy Court for the District of Delaware to
employ Direct Fee Review LLC as fee examiner.  The Fee Examiner
will, among other things:

   (a) review interim fee applications and final fee applications
       filed by each Applicant, along with the Fee Detail related
       thereto.  To the extent practicable, the Fee Examiner will
       avoid duplicative review when reviewing Final Fee
       Applications comprised of Interim Fee Applications that
       have already been reviewed by the Fee Examiner;

   (b) during the course of its review of an Application, consult,
       as it deems appropriate, with each Applicant concerning
       that Application;

   (c) during the course of its review of an Application, review,
       to the extent appropriate, any relevant documents filed in
       the Chapter 11 cases to be generally familiar with the
       Chapter 11 cases and the dockets;

   (d) within 20 days after an Applicant files an Interim
       Application or Final Fee Application, serve an initial
       report on the Applicant designed to quantify and present
       factual data relevant to whether the requested fees,
       disbursements, and expenses meet the applicable standards
       of Section 330 of the Bankruptcy Code and Local Rule
       2016-2;

   (e) within 15 days after service of the Initial Report, engage
       in written communication with each Applicant, the objective
       of which is to resolve matters raised in the Initial Report
       and endeavor to reach consensual resolution with each
       Applicant with respect to that Applicant's requested fees
       and expenses.  The Fee Examiner may also use the resolution
       process to revise findings contained in the Initial Report.
       Each Applicant may provide the Fee Examiner with written
       supplemental information that the Applicant believes is
       relevant to the Initial Report.

   (f) following communications between the Fee Examiner and the
       Applicant, and the Fee Examiner's review of any
       supplemental information provided by such Applicant in
       response to the Initial Report, conclude the resolution
       period by filing with the Court a report with respect to
       each Application, within 15 days after the service of the
       Initial Report; and

   (g) serve each Final Report on counsel for the Debtors, the
       United States Trustee, counsel for the Committee, and each
       Applicant whose fees and expenses are addressed in the
       Final Report.

The firm's current customary hourly rate, subject to change from
time to time, is $190 per hour for the Joseph Dryer and $190 per
hour for Don F. Oliver, plus reimbursement of expenses.

Joseph Dryer, a member of Direct Fee Review LLC, assures the Court
that neither he nor his firm holds or represents any interest
adverse to the Debtors, or their estate in the matters upon which
the Firm is to be employed.

                        About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq. -- jlevitin@cahill.com , mpeleg@cahill.com and
rstieglitz@cahill.com -- at Cahill Gordon & Reindel LLP serve as
the Debtors' lead counsel.  Lee E. Kaufman, Esq., and Mark D.
Collins, Esq. -- kaufman@rlf.com and collins@RLF.com -- at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  In its petition, SP Newsprint Holdings
estimated $100 million to $500 million in assets and debts.  The
petitions were signed by Edward D. Sherrick, executive vice
president and chief financial officer.

The U.S. Trustee for Region 3 was scheduled to convene a meeting
of creditors of SP Newsprint on Jan. 16, 2012.


SUMMIT MATERIALS: S&P Assigns 'BB-' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating on Washington, D.C.-based Summit Materials LLC. The
rating outlook is stable.

"At the same time, we assigned a 'BB-' (the same as the corporate
credit rating) issue-level rating to the company's proposed $550
million senior secured bank credit facilities, which we expect to
consist of a $150 million revolving credit facility due in 2017
and a $400 million term loan due 2019. The recovery rating is '3',
which indicates our expectation that lenders can expect to achieve
meaningful (50% to 70%) recovery in the event of a payment
default," S&P said.

"At the same time, we assigned our 'B' issue level rating to the
company's proposed $220 million eight-year senior unsecured notes.
The recovery rating is '6', indicating our expectation for
negligible (0% to10%) recovery in the event of a payment default,"
S&P said.

Summit is issuing the new debt package to refinance all of the
debt at its subsidiaries: Summit Materials Cos. I (BB-/Stable) and
Summit Materials Holdings II LLC (unrated).

"The 'BB-' corporate credit rating reflects the combination of
what Standard & Poor's views as the company's 'weak' business risk
and 'aggressive' financial risk -- as our criteria define the
terms," said Standard & Poor's credit analyst Thomas Nadramia.
"Our aggressive financial risk assessment reflects Summit's
continued execution of an acquisition strategy that has increased
the company's size, profitability, and geographic diversity and
debt burden while still maintaining credit measures that are in
line, albeit somewhat weak, for the rating."

"We believe this acquisition trend will continue with the company
making use of significant equity investment funds remaining
through the company's equity sponsors, Blackstone and Silverhawk,
for future acquisitions. We expect pro forma adjusted leverage for
the company (not adjusted for the EBITDA associated with new
acquisitions) of about 4.5x for 2012 with modest improvement
thereafter," S&P said.

"Summit completed eight acquisitions over the past year, growing
its revenue base to more than $900 million on a pro forma basis.
These acquisitions were funded with a mix of debt and equity from
the company's sponsors (affiliates of The Blackstone Group LP and
Silverhawk Capital Partners LLC). Pro forma for the refinancing,
we estimate the company leverage will be about 4.7x debt/EBITDA
(after adjustments). We expect Summit to continue to make
acquisitions in 2012, targeting rural and semi-rural markets that
are often served by few producers," S&P said.

"The stable outlook reflects our expectation that organic end-
market demand for Summit's asphalt paving and aggregates products
will not change materially over the next 12 months because
infrastructure spending and nonresidential construction in Summit-
served states will likely remain flat to slightly down. However,
we do expect the company to continue to grow via acquisitions
funded with a mix of debt and equity resulting in credit metrics
that are likely to remain in line with its aggressive financial
risk profile, with pro forma leverage of about 4.5x for 2012," S&P
said.

"For a higher rating, we would expect Summit to expand the size
and scale of its businesses materially, as well as increasing its
geographical diversity through additional acquisitions, such that
our view of its business risk could improve to 'fair' from 'weak'.
In addition, we would expect pro forma leverage to be maintained
about 3.5x or less on an ongoing basis from larger cash flows
derived from expanded operations," S&P said.

"We could take a negative rating action if greater-than-expected
reductions or delays in highway, road, and bridge spending results
in a greater-than-expected decline in commercial construction
activity or if a significant acquisition fails to produce
anticipated operating results. As a result, the company's credit
measures could fall below anticipated levels and liquidity could
narrow meaningfully. We could lower the rating if pro forma
leverage were to exceed 5x on a sustained basis," S&P said.


TELCORDIA TECHNOLOGIES: S&P Withdraws 'B' Corp. Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all its ratings on
Piscataway, N.J.-based Telcordia Technologies Inc. "This includes
our 'B' corporate credit rating and the issue-level and recovery
ratings on the company's credit facility and 11% second-lien notes
due 2018. This rating action follows the completion of
Ericsson's acquisition of the company on Jan. 12. The credit
facility was repaid at close. The notes will be discharged and
redeemed on Feb. 10, 2012," S&P said.


TEN SAINTS: Wants to Solicit Plan Acceptances Until March 9
-----------------------------------------------------------
Ten Saints LLC asks the U.S. Bankruptcy Court for the District of
Nevada to extend until March 9, 2012, its exclusive period to
solicit acceptances for the proposed Plan of Reorganization.

The Debtor needs more time to finalize the requisite acceptances
of its Plan before incurring the costs, the terms of distraction,
time and expense, responding to any competing plan.

             About Horizon Village Square et al.

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

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

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

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

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

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

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

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

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


TENNESSEE ENERGY: S&P Raises Rating on 2006A Bonds From 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its senior secured debt
ratings on Tennessee Energy Acquisition Corp.'s (TEAC) $1.994
billion ($1.8 billion outstanding) gas project revenue bonds
series 2006A to 'A-' from 'B'. "We removed the rating from
CreditWatch with positive implications, where we placed it on Dec.
13, 2011. The outlook is negative," S&P said.

"The ratings on TEAC's 2006A senior secured gas supply revenue
bonds are now linked to the rating on GSG, which guarantees J.
Aron's obligations under the gas supply agreement and the
receivables purchase agreement. The ratings are also linked to the
ratings of Citigroup Inc. as the guarantor of Citigroup Financial
Products Inc., the provider of the debt service fund. Bond ratings
also depend on the ratings of Royal Bank of Canada (RBC), which
guarantees the obligations of Royal Bank of Canada Europe Ltd.
(RBCEL), the fixed-price commodity swap counterparty. Subject to
bondholder approval, TEAC will enter into a receivables purchase
agreement with J. Aron. According to the agreement, TEAC can sell
outstanding receivables to J. Aron. The maximum amount of
receivables that J. Aron must purchase matches the amounts in the
debt service reserve ?- senior subaccount (about $65 million),"
S&P said.

The current rating and negative outlook reflect the ratings and
outlooks on GSG and Citigroup Inc. as the guarantors of the
repurchase agreement and the debt service fund.

"We could revise the ratings to the extent that we revise the
ratings on these counterparties, or we lower the rating on one of
the other counterparties in the transaction and it becomes the
primary ratings constraint on the transaction," said Standard &
Poor's credit analyst Manish Consul.


TMP DIRECTIONAL: Feb. 13 Established as Claims Bar Date
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established Feb. 13, 2012, as the deadline for individuals or
entities to file proofs of claim against TMP Directional
Marketing, LLC.

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 Until April 6 to Propose Chapter 11 Plan
-------------------------------------------------------------
Townsend Corporation doing business as Land Rover Jaguar Anaheim
Hills, et al., has asked the U.S. Bankruptcy Court for the Central
District of California to extend their exclusive periods to file
and solicit acceptances for the proposed Chapter 11 Plan until
April 6, 2012, and June 5, respectively.

The Debtors filed their request for an extension before the

exclusive periods was set to expire on Jan. 7.

The Debtors related that, among other things:

   1) the general claims bar date will not pass until Jan. 31,
   2012, until that time, the Debtors will not fully understand
   the claims that would have to be treated under any plan or
   plans;

   2) the Debtors have reached a settlement in principle with
   Jaguar Land Rover North America, LLC, the manufacturer that
   sells new vehicles to the Debtors pursuant to various dealer
   agreements that the Debtors then sell to their customers, which
   settlement would help facilitate an uncontested sale of the
   Debtors' assets to one or more buyers;

   3) the Debtors are continuing to negotiate the sale of their
   assets to one or more buyers, which the Debtors hope to present
   to the Court in the near future; and

   4) the Debtors will either conduct the sales pursuant to a plan
   or plans or, more likely, conduct the sales and then propose a
   liquidating plan.

                  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.


TRAILER BRIDGE: Gets Final Approval to Obtain Up to $15MM DIP Loan
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, in a
final order, authorized Trailer Bridge, Inc., to:

   -- obtain up to a maximum aggregate principal amount of
      $15,000,000 from Law Debenture Trust Company of New York, as
      agent for the lenders, pursuant to a debtor-in-possession
      term loan and security agreement dated Nov. 21, 2011, as
      amended; and

   -- use the cash collateral.

As reported in the Troubled Company Reporter on Dec. 13, 2011, on
Nov. 18, 2011, Trailer Bridge entered into a Debtor-in-Possession
Term Loan and Security Agreement, with Whippoorwill Distressed
Opportunity Fund, L.P., WellPoint, Inc., Whippoorwill
Institutional Partners, L.P., Whippoorwill Associates, Inc. Profit
Sharing Plan, Principal Variable Contracts Fund, Inc. Income
Account, and Principal Fund, Inc. Income Fund, as the lenders, and
Law Debenture Trust Company of New York, as agent.

The lenders' DIP commitments are:

     Whippoorwill
        Distressed
        Opportunity Fund, L.P.               $4,879,672
     WellPoint, Inc.                         $6,252,272
     Whippoorwill Institutional
        Partners, L.P.                       $1,225,128
     Whippoorwill Associates, Inc.
        Profit Sharing Plan                     $97,928
     Principal Variable Contracts
        Fund, Inc. Income Account              $364,000
     Principal Fund, Inc. - Income Fund      $2,181,000
                                          -------------
          Total                             $15,000,000

The Company agreed to secure its obligations under the loan
documents by granting the Agent, for the benefit of the Agent and
the Lenders, a first-priority security interest in and lien upon
all of the Company's existing and after-acquired personal and real
property subject to certain carve-outs as defined in the DIP
Credit Agreement.

The interest rate provided under the DIP Credit Agreement is 7.0%
and increases to 9.0% in the event of a default or event of
default as defined in the DIP Credit Agreement.  The DIP Credit
Agreement requires the Company to pay a non-refundable upfront fee
of 4.0% of the loan amount.

The DIP facility matures one year from the Petition Date or upon
the confirmation of a plan of reorganization.

The Debtor is also authorized to use cash collateral securing its
prepetition obligations to Wells Fargo and the U.S. Department of
Transportation Maritime Administration.  The Debtor entered into
separate agreed orders with Wells Fargo and with MarAd regarding
adequate protection of Wells Fargo's and MarAd's interests in the
collateral.

The DIP Lenders have reserved all rights and potential remedies
with respect to any adequate protection payment made on account of
Wells Fargo's request for payment of default interest.

The Debtor agreed to provide Wells Fargo with adequate protection
payments in the form of, among other things, (i) current monthly
interest payments at the default interest rate under the Wells
Revolver; (ii) current monthly interest payments under the Wells
Term Loan; (iii) first priority replacement liens; (iv) an allowed
superpriority claim in accordance with section 507(b) of the
Bankruptcy Code for any diminution of value of its collateral; and
(v) reasonable professional fees and expenses.

The DIP Lenders said applicable case law does not support payment
of interest at the default rate, and such payment is prejudicial
to the Debtor's creditors.

                             Objection

The Official Committee of Unsecured Creditors noted that, among
other things:

   -- the final order and the DIP loan inappropriately provide the
      DIP lender with relief from the automatic stay;

   -- the Plan milestones prohibit the debtor from complying with
      its fiduciary duties to the bankruptcy estate; and

   -- the Debtors failed to disclose necessary information.

According to the Committee, the funds are being advanced to enable
a "vision of the plan" that has not been shared with the Court,
creditors or other parties-in-interest.  The lack of transparency
with respect to the case is disturbing, the Committee added.

                      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.  The Debtor listed $97,345,981 in
assets, and $112,538,934 in liabilities.  The petition was signed
by Mark A. Tanner, co-chief executive officer.


TXU CORP: Bank Debt Trades at 38% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 62.29 cents-on-the-dollar during the week
ended Friday, Jan. 13, 2012, a drop of 1.39 percentage points from
the previous week according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  The Company pays 450
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Oct. 10, 2017, and carries Moody's B2 rating and
Standard & Poor's CCC rating.  The loan is one of the biggest
gainers and losers among 131 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                     About Energy Future

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

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

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

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

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                        *     *     *

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

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


TXU CORP: Bank Debt Trades at 32% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 67.50 cents-on-the-dollar during the week
ended Friday, Jan. 13, 2012, a drop of 2.11 percentage points from
the previous week according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  The Company pays 350
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Oct. 10, 2014, and carries Standard & Poor's CCC
rating.  The loan is one of the biggest gainers and losers among
131 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                     About Energy Future

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

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

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

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

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                        *     *     *

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

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


UTSTARCOM INC: Shah Capital Discloses 11% Equity Stake
------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Shah Capital Management and its affiliates
disclosed that, as of Jan. 10, 2012, they beneficially own
17,285,551 shares of common stock of UTStarcom Holdings Corp.
representing 11.03% of the shares outstanding.  As previously
reported by the TCR on July 1, 2011, Shah Capital disclosed
beneficial ownership of 14,066,890 shares.  A full-text copy of
the amended filing is available at http://is.gd/cA1nt2

                       About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

The Company reported a net loss of $65.29 million on
$291.53 million of net sales for the year ended Dec. 31, 2010,
compared with a net loss of $225.70 million on $386.34 million of
net sales during the prior year.

The Company reported net income of $8.31 million on $237.11
million of net sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $42.10 million on $215.40 million of
net sales for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$641.32 million in total assets, $375.41 million in total
liabilities, and $265.92 million in total equity.


VILLAGE AT PENN STATE: Section 341(a) Meeting Set for Jan. 24
-------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
of The Village at Penn State Retirement Community on Jan. 24,
2012, at 11:00 a.m.  The meeting will be held at Federal Bldg,
Trustee Hearing Room, Room 1160, 11th Floor, 228 Walnut St,
Harrisburg, Pennsylvania.

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

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

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.


WASHINGTON MUTUAL: Files T-3 For 13% Sr. 1st Lien Notes Indenture
-----------------------------------------------------------------
Washington Mutual, Inc., filed on Form T-3 on Jan. 12, 2012, an
application for qualification of the indenture for its 13% Senior
First Lien Notes due 2030 (the "Notes") that will be offered to
certain creditors of the Debtor, pursuant to a Plan of
Reorganization under Chapter 11 of the Bankruptcy Code.  The Plan
of Reorganization will become effective on the date on which all
conditions to consummation of the Plan of Reorganization have been
satisfied or waived.

SEC Form T-3 is used as an application for qualification of
indentures pursuant to the Trust Indenture Act of 1939, but only
when securities to be issued thereunder are not required to be
registered under the Securities Act of 1933.

The issuance of the Notes is exempt from registration under the
Securities Act of 1933, as amended, pursuant to the exemption
provided by Section 1145(a)(1) of the Bankruptcy Code.  Section
1145(a)(1) of the Bankruptcy Code exempts an offer and sale of
securities under a plan of reorganization from registration under
the Securities Act and state securities laws if three principal
requirements are satisfied: (i) the securities must be offered and
sold under a plan of reorganization and must be securities of the
debtor, an affiliate participating in a joint plan with the debtor
or a successor to the debtor under the plan; (ii) the recipients
of the securities must hold a prepetition or administrative
expense claim against the debtor or an interest in the debtor; and
(iii) the securities must be issued entirely in exchange for the
recipient's claim against or interest in the debtor, or
principally in such exchange and partly for cash or property.

A copy of the Form T-3 is available for free at:

http://is.gd/qliphL

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual, Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators. The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns
100% of the equity in WMI Investment. When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695. WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP. The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee. The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion
determining that the global settlement agreement, among certain
parties including WMI, the Federal Deposit Insurance Corporation
and JPMorgan, upon which the Plan is premised, and the
transactions contemplated therein, are fair, reasonable, and in
the best interests of WMI. However, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

WaMu filed a Modified Sixth Amended Joint Plan and a related
Supplemental Disclosure Statement, which it believes would address
the Bankruptcy Court's concerns.

On Sept. 13, 2011, Judge Walrath denied confirmation of WaMu's
Modified Sixth Amended Plan and granted equity committee standing
to prosecute claims for equitable disallowance but stayed the
ruling pending mediation.

WaMu said it would seek confirmation of a revised plan "as soon as
practicable."

The Plan proposes to pay more than $7 billion to creditors and
incorporates a global settlement agreement resolving issues among
the Debtors, JPMorgan Chase, the Federal Deposit Insurance Corp.
in its corporate capacity and as receiver for WaMu Bank, certain
large creditors, certain WMB senior noteholders, and the
creditors' committee. The Settlement Noteholders are Appaloosa
Management, L.P., Aurelius Capital Management LP, Centerbridge
Partners, LP, and Owl Creek Asset Management, L.P.


WASHINGTON MUTUAL: Files T-3 For 13% Sr. 2nd Lien Notes Indenture
-----------------------------------------------------------------
Washington Mutual, Inc., filed on Form T-3 on Jan. 12, 2012, an
application for qualification of the indenture for its 13% Senior
Second Lien Notes due 2030 (the "Notes") that will be offered to
certain creditors of the Debtor, pursuant to a Plan of
Reorganization under Chapter 11 of the Bankruptcy Code.  The Plan
of Reorganization will become effective on the date on which all
conditions to consummation of the Plan of Reorganization have been
satisfied or waived.

SEC Form T-3 is used as an application for qualification of
indentures pursuant to the Trust Indenture Act of 1939, but only
when securities to be issued thereunder are not required to be
registered under the Securities Act of 1933.

The issuance of the Notes is exempt from registration under the
Securities Act of 1933, as amended, pursuant to the exemption
provided by Section 1145(a)(1) of the Bankruptcy Code.  Section
1145(a)(1) of the Bankruptcy Code exempts an offer and sale of
securities under a plan of reorganization from registration under
the Securities Act and state securities laws if three principal
requirements are satisfied: (i) the securities must be offered and
sold under a plan of reorganization and must be securities of the
debtor, an affiliate participating in a joint plan with the debtor
or a successor to the debtor under the plan; (ii) the recipients
of the securities must hold a prepetition or administrative
expense claim against the debtor or an interest in the debtor; and
(iii) the securities must be issued entirely in exchange for the
recipient's claim against or interest in the debtor, or
principally in such exchange and partly for cash or property.

A copy of the Form T-3 is available for free at:

http://is.gd/QoS0Gr

About Washington Mutual

Based in Seattle, Washington, Washington Mutual, Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators. The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns
100% of the equity in WMI Investment. When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695. WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP. The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee. The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion
determining that the global settlement agreement, among certain
parties including WMI, the Federal Deposit Insurance Corporation
and JPMorgan, upon which the Plan is premised, and the
transactions contemplated therein, are fair, reasonable, and in
the best interests of WMI. However, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

WaMu filed a Modified Sixth Amended Joint Plan and a related
Supplemental Disclosure Statement, which it believes would address
the Bankruptcy Court's concerns.

On Sept. 13, 2011, Judge Walrath denied confirmation of WaMu's
Modified Sixth Amended Plan and granted equity committee standing
to prosecute claims for equitable disallowance but stayed the
ruling pending mediation.

WaMu said it would seek confirmation of a revised plan "as soon as
practicable."

The Plan proposes to pay more than $7 billion to creditors and
incorporates a global settlement agreement resolving issues among
the Debtors, JPMorgan Chase, the Federal Deposit Insurance Corp.
in its corporate capacity and as receiver for WaMu Bank, certain
large creditors, certain WMB senior noteholders, and the
creditors' committee. The Settlement Noteholders are Appaloosa
Management, L.P., Aurelius Capital Management LP, Centerbridge
Partners, LP, and Owl Creek Asset Management, L.P.


WASHINGTON MUTUAL: Court Approves New Plan Disclosures
------------------------------------------------------
Washington Mutual, Inc. disclosed that the United States
Bankruptcy Court for the District of Delaware has approved the
disclosure statement filed in connection with the Company's
proposed Seventh Amended Joint Plan of Affiliated Debtors Pursuant
to Chapter 11 of the United States Bankruptcy Code.  Approval of
the Disclosure Statement allows WMI to solicit approval of the
Plan from its creditors and equity holders.

The Plan contemplates, among other things, distribution of over $7
billion to parties-in-interest of the Debtors' estates.  WMI
believes that the value of its estate and recoveries for its
creditors and equity holders will be maximized by the
implementation of the Plan.  The Bankruptcy Court has set
Feb. 9, 2012 as the deadline for any eligible stakeholders to vote
on the Plan, Feb. 28, 2012  as the deadline for holders of
preferred and common equity interests to submit certain elections
with respect to the Plan, and Feb. 29, 2012 as the deadline for
holders of Dime Warrants to submit certain elections with respect
to the Plan.  A hearing to confirm the Plan is scheduled to
commence on Feb. 16, 2012.  WMI is seeking confirmation as soon as
practicable in order to expedite the distribution of funds to
stakeholders and hopes to emerge from chapter 11 by the end of
February.

As previously announced, on Dec. 12, 2011, WMI filed with the
Bankruptcy Court the proposed Plan and Disclosure Statement.  The
Plan is premised upon and incorporates the terms of the Second
Amended and Restated Global Settlement Agreement previously
entered into by parties including WMI, JPMorgan Chase Bank, N.A.
JPM -0.11%, and the Federal Deposit Insurance Corporation, both in
its individual capacity and as receiver for Washington Mutual
Bank.  The Bankruptcy Court previously determined that the GSA,
and the transactions contemplated therein, are fair, reasonable
and in the best interests of the Debtors' estates.

Additionally, the Plan also contains certain modifications agreed
to, during the recent Mediation, by the Debtors, the Official
Committee of Unsecured Creditors, the Official Committee of Equity
Security Holders, and certain significant parties in the Company's
chapter 11 proceedings.

The terms of the GSA and the modifications agreed to at the
Mediation are reflected in the Plan and are described in the
Disclosure Statement.

The Plan, the Disclosure Statement, and the GSA have the full
support of JPMC, the FDIC, certain holders of indebtedness issued
by WMB, the Creditors' Committee and the Equity Committee, each of
which were appointed by the Bankruptcy Court, as well as other
significant creditor constituencies.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators. The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns
100% of the equity in WMI Investment. When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695. WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP. The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee. The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion
determining that the global settlement agreement, among certain
parties including WMI, the Federal Deposit Insurance Corporation
and JPMorgan, upon which the Plan is premised, and the
transactions contemplated therein, are fair, reasonable, and in
the best interests of WMI. However, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

WaMu filed a Modified Sixth Amended Joint Plan and a related
Supplemental Disclosure Statement, which it believes would address
the Bankruptcy Court's concerns.

On Sept. 13, 2011, Judge Walrath denied confirmation of WaMu's
Modified Sixth Amended Plan and granted equity committee standing
to prosecute claims for equitable disallowance but stayed the
ruling pending mediation.

WaMu said it would seek confirmation of a revised plan "as soon as
practicable."

The Plan proposes to pay more than $7 billion to creditors and
incorporates a global settlement agreement resolving issues among
the Debtors, JPMorgan Chase, the Federal Deposit Insurance Corp.
in its corporate capacity and as receiver for WaMu Bank, certain
large creditors, certain WMB senior noteholders, and the
creditors' committee. The Settlement Noteholders are Appaloosa
Management, L.P., Aurelius Capital Management LP, Centerbridge
Partners, LP, and Owl Creek Asset Management, L.P.


WOLF CREEK: Committee Can Retain Berkeley as Financial Advisor
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah authorized the
Official Committee of Unsecured Creditors of Wolf Creek
Properties, LC, to retain Berkeley Research Group as its financial
advisors.

As financial advisors, BRG will assist the Committee with:

   a) evaluating plans of reorganization filed by the
      Debtor and other interested parties;

   b) the possible preparation and filing of a plan of
      reorganization by the Committee;

   c) evaluating proposals to sell, liquidate or otherwise
      deal with property of the estate;

   d) evaluating claims asserted against the estate;

   e) evaluating and assisting with the possible prosecution
      by the Committee and others of estate causes of action;
      and

   f) other financial advisory matters that may arise from
      time to time in the Case.

Compensation will be payable to BRG on an hourly basis. The hourly
rates for BRG accountants and support staff currently range
between $68 and $350.

                 About Wolf Creek Properties, LC

Eden, Utah-based Wolf Creek Properties, LC, filed for Chapter 11
bankruptcy protection on June 9, 2010 (Bankr. D. Utah Case No. 10-
27816).  Miller Guymon, P.C. represents the Debtor.  The Company
disclosed $86,496,598 in assets and $20,646,001 in liabilities as
of the Chapter 11 filing.


* Delaware Bankruptcy Court Holds on to Fraud, Preference Cases
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Delaware's chief bankruptcy
judge has become the third member of the influential corporate
tribunal to make a company-friendly reading of a U.S. Supreme
Court decision that created a furor in the world of big-ticket
bankruptcies.


* Private Equity Executives Predict Second Restructuring Wave
-------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that restructuring of
portfolio companies is expected to pick up this year, with many of
the equity-supported restructurings of 2008 requiring refinancing,
a senior industry figure told a London conference.


* Presidential Campaign Puts Private Equity in Harsh Spotlight
--------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Private equity
firms have been called barbarians, locusts, flippers and asset-
strippers. They also have been praised for improving weak
businesses and delivering impressive returns to their investors,
which include retiree pension funds.


* Bernard R. Given II Joins Loeb & Loeb's LA Office
---------------------------------------------------
Loeb & Loeb LLP said Jan. 10 that Bernard (Barney) R. Given II has
joined the firm's Los Angeles office as a partner in the
Bankruptcy, Restructuring and Creditor's Rights Practice. He joins
from the Los Angeles office of Frandzel Robins Bloom & Csato,
L.C., where he was a shareholder specializing in bankruptcy and
commercial litigation.

Given has represented debtors, creditors, and creditors'
committees in cases throughout the United States. His
representative cases include serving as debtor's counsel for
Southwest Petroservices, Inc. and Physicians Specialty Hospital of
El Paso East, committee counsel for S.N.A. Nut Company, and
counsel for Saber Oil and Gas in the Lehman Brothers Chapter 11
case.

"Barney's 25-year history and experience in handling a range of
bankruptcy litigation matters will be a great asset to all of our
clients facing these unique business challenges," said Loeb & Loeb
Chairman, Michael Beck. "His level of expertise will add to the
quality of counsel we can offer clients as well as expand the
knowledge base of our team of bankruptcy experts. It is with great
pleasure that we welcome him to the firm."

Lance Jurich, partner and co-chair of Loeb & Loeb's Bankruptcy,
Restructuring and Creditors' Rights Practice Group added:
"Barney's background complements the strategic growth of our
firm's national bankruptcy and litigation groups. He will enhance
our cross-practice capabilities across several industries facing
bankruptcy and other creditors' rights issues."

Licensed to practice law in California and Texas, and the Fifth,
Sixth and Ninth Circuit Court of Appeals, Given currently serves
on the Bankruptcy Sub-Committee of the Los Angeles County Bar
Association. He is also an appointed member of the Texas Bar
Foundation and previously served (by appointment) on the Local
Rules Committee for the United States Bankruptcy Court for the
Western District of Texas. Given has also been voted a Super
Lawyer in both Texas and California by Thomson Reuters.

"Loeb's experience in all aspects of insolvency and bankruptcy law
coupled with its record of success in these matters will give me
more resources and a wider platform for developing my practice,"
said Given.

Given earned his undergraduate degree from the University of Texas
at Austin and his J.D. from the University of Southern California.
In addition, he previously served as an Adjunct Professor at the
University of Texas in El Paso, where he taught Legal Research.

Mr. Given may be reached at:

          Bernard (Barney) R. Given II, Esq.
          LOEB & LOEB LLP
          10100 Santa Monica Boulevard, Suite 2200
          Los Angeles, CA 90067
          Tel: 310-282-2235
          Fax: 310-734-1686
          E-mail: bgiven@loeb.com

Loeb & Loeb LLP is a multi-service law firm with more than 300
attorneys focusing on select practice areas, rather than
endeavoring to be all things to all clients. The firm is
recognized as a leading law firm in the areas of advanced media;
bankruptcy, restructuring and creditors' rights; business
litigation; energy; entertainment; finance; intellectual property;
mergers and acquisitions; real estate; securities; technology; and
tax and wealth services. Loeb & Loeb has five domestic offices in
Los Angeles, New York, Chicago, Nashville and Washington, DC, as
well as a representative office in Beijing.


* Skadden Arps One of Law360's Bankruptcy Groups of 2011
--------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that although the
sudden collapse of MF Global Holdings Ltd. grabbed the headlines,
it's been Skadden Arps Slate Meagher & Flom LLP's work redefining
restructuring laws with its service for Centro Properties Group
and orchestrating an innovative auction for Dish Network Corp.
that catapulted the firm onto Law360's Bankruptcy Groups of 2011.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                           Total
                                          Share-      Total
                                Total    Holders    Working
                               Assets     Equity    Capital
  Company         Ticker        ($MM)      ($MM)      ($MM)
  -------         ------       ------    -------    -------
ANOORAQ RESOURCE  ARQ SJ        927.7     (148.7)      29.2
AUTOZONE INC      AZO US      5,932.6   (1,347.1)    (736.3)
LORILLARD INC     LO US       3,152.0   (1,174.0)   1,299.0
DUN & BRADSTREET  DNB US      1,775.6     (558.0)    (478.3)
MEAD JOHNSON      MJN US      2,580.0     (144.8)     678.3
WEIGHT WATCHERS   WTW US      1,086.5     (470.5)    (292.3)
CLOROX CO         CLX US      4,077.0      (76.0)     (30.0)
TAUBMAN CENTERS   TCO US      2,518.2     (467.9)       -
MEDIVATION INC    MDVN US       188.3       (3.9)      89.4
DIRECTV-A         DTV US     18,232.0   (2,471.0)     103.0
VERISK ANALYTI-A  VRSK US     1,379.9     (158.9)    (234.2)
AMC NETWORKS-A    AMCX US     2,121.5   (1,065.5)     519.5
SUN COMMUNITIES   SUI US      1,328.6      (72.4)       -
MOODY'S CORP      MCO US      2,521.3     (174.2)     525.1
CHOICE HOTELS     CHH US        467.9      (14.4)      28.0
VERISIGN INC      VRSN US     1,657.7     (166.7)     724.5
DOMINO'S PIZZA    DPZ US        438.2   (1,221.0)     118.2
IMPERVA INC       IMPV US        42.5       (6.6)      (5.8)
GRAHAM PACKAGING  GRM US      2,947.5     (520.8)     298.5
IPCS INC          IPCS US       559.2      (33.0)      72.1
HCA HOLDINGS INC  HCA US     23,756.0   (9,062.0)   2,422.0
MAINSTREET EQUIT  MEQ CN        477.7      (11.1)       -
RENTECH NITROGEN  RNF US        152.4      (76.1)     (32.3)
SALLY BEAUTY HOL  SBH US      1,728.6     (219.0)     419.1
CHENIERE ENERGY   CQP US      1,803.0     (524.1)      67.7
GROUPON INC       GRPN US       795.6      (15.6)    (301.0)
UNISYS CORP       UIS US      2,566.9     (594.5)     464.7
RSC HOLDINGS INC  RRR US      3,075.9      (50.7)    (199.1)
AMERISTAR CASINO  ASCA US     2,039.6     (105.7)     (50.8)
CAPMARK FINANCIA  CPMK US    20,085.1     (933.1)       -
LEVEL 3 COMM INC  LVLT US     9,254.0     (523.0)   1,058.0
THERAVANCE        THRX US       283.3      (59.2)     229.4
MONEYGRAM INTERN  MGI US      5,000.3     (108.2)      33.9
VECTOR GROUP LTD  VGR US        931.0      (66.7)     252.6
RURAL/METRO CORP  RURL US       303.7      (92.1)      72.4
INCYTE CORP       INCY US       371.2     (181.0)     225.5
RENAISSANCE LEA   RLRN US        57.0      (28.2)     (31.4)
PROTECTION ONE    PONE US       562.9      (61.8)      (7.6)
ANGIE'S LIST INC  ANGI US        32.6      (38.9)     (25.9)
BOSTON PIZZA R-U  BPF-U CN      146.9     (105.3)      (2.0)
REVLON INC-A      REV US      1,081.7     (685.1)     148.6
CLOVIS ONCOLOGY   CLVS US        26.4      (18.1)     (19.2)
OTELCO INC-IDS    OTT-U CN      316.1      (10.1)      22.9
IDENIX PHARM      IDIX US        88.8       (2.3)      54.6
CABLEVISION SY-A  CVC US      6,740.1   (5,525.9)    (886.1)
OTELCO INC-IDS    OTT US        316.1      (10.1)      22.9
MANNING & NAPIER  MN US          66.1     (184.6)       -
NATIONAL CINEMED  NCMI US       807.9     (346.2)      56.6
FREESCALE SEMICO  FSL US      3,596.0   (4,488.0)   1,386.0
SINCLAIR BROAD-A  SBGI US     1,563.8     (125.4)      45.7
WESTMORELAND COA  WLB US        769.0     (174.4)      (5.9)
FNB UNITED CORP   FNBN US     1,643.9     (129.9)       -
REGAL ENTERTAI-A  RGC US      2,262.0     (555.7)     (25.8)
QUALITY DISTRIBU  QLTY US       304.3     (105.9)      44.1
JUST ENERGY GROU  JE CN       1,584.2     (242.2)    (215.6)
JUST ENERGY GROU  JSTEF US    1,584.2     (242.2)    (215.6)
AMER AXLE & MFG   AXL US      2,232.8     (373.3)     125.6
DEAN FOODS CO     DF US       5,911.2      (58.1)     327.7
CHENIERE ENERGY   LNG US      2,651.4     (446.9)    (282.7)
SINCLAIR BROAD-A  SBTA GR     1,563.8     (125.4)      45.7
ACCO BRANDS CORP  ABD US      1,050.3      (32.6)     298.7
LIZ CLAIBORNE     LIZ US      1,144.0     (420.0)     (97.3)
NEXSTAR BROADC-A  NXST US       582.7     (187.0)      26.2
CENTENNIAL COMM   CYCL US     1,480.9     (925.9)     (52.1)
TOWN SPORTS INTE  CLUB US       445.1       (3.2)     (30.8)
WARNER MUSIC GRO  WMG US      3,583.0     (289.0)    (630.0)
NYMOX PHARMACEUT  NYMX US         6.5       (5.5)       3.3
ISTA PHARMACEUTI  ISTA US       137.5      (34.8)      (7.5)
PRIMEDIA INC      PRM US        208.0      (91.7)       3.6
BLUEKNIGHT ENERG  BKEP US       320.8      (12.5)     (69.9)
QWEST COMMUNICAT  Q US       16,849.0   (1,560.0)  (2,828.0)
NPS PHARM INC     NPSP US       237.4      (38.6)     183.5
MERITOR INC       MTOR US     2,663.0     (961.0)     206.0
PLAYBOY ENTERP-B  PLA US        165.8      (54.4)     (16.9)
PLAYBOY ENTERP-A  PLA/A US      165.8      (54.4)     (16.9)
PDL BIOPHARMA IN  PDLI US       270.5     (243.2)      44.6
DIGITAL DOMAIN M  DDMG US       178.9      (85.7)     (38.3)
MORGANS HOTEL GR  MHGC US       480.8      (77.2)      (4.1)
PALM INC          PALM US     1,007.2       (6.2)     141.7
GENCORP INC       GY US         994.2     (143.4)     102.2
CC MEDIA-A        CCMO US    16,508.9   (7,456.0)   1,531.3
VIRGIN MOBILE-A   VM US         307.4     (244.2)    (138.3)
GLG PARTNERS INC  GLG US        400.0     (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US      400.0     (285.6)     156.9
HUGHES TELEMATIC  HUTC US        94.0     (111.8)     (39.0)
ABSOLUTE SOFTWRE  ABT CN        120.2       (9.2)       2.7
SMART TECHNOL-A   SMA CN        514.9       (9.4)     171.8
LIN TV CORP-CL A  TVL US        815.8     (115.0)      56.6
SMART TECHNOL-A   SMT US        514.9       (9.4)     171.8
DENNY'S CORP      DENN US       280.6      (95.5)     (40.1)
HUGHES TELEMATIC  HUTCU US       94.0     (111.8)     (39.0)
SYNERGY PHARMACE  SGYP US         2.1       (8.6)      (6.1)
CENVEO INC        CVO US      1,407.1     (331.1)     222.9
CINCINNATI BELL   CBB US      2,683.8     (626.1)      22.7
CANADIAN SATEL-A  XSR CN        174.4      (29.8)     (55.9)
ODYSSEY MARINE    OMEX US        25.8       (0.7)      (4.1)



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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