TCR_Public/120123.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, January 23, 2012, Vol. 16, No. 22

                            Headlines

17315 COLLINS AVENUE: Wants to Use Condo-Hotel Revenues
29 BROOKLYN: Voluntary Chapter 11 Case Summary
ASARCO LLC: Judge Dismisses Union Pacific, Anschutz Cleanup Suit
ASTON COURT: Voluntary Chapter 15 Case Summary
A.C. PHILLIPS: Seeks to Hire Griffith Jay as Counsel

ACCESS PHARMACEUTICALS: Files Amendment No. 2 to Form S-1
AK STEEL: Moody's Assigns B2 Sr. Unsecured Ratings to Bonds
AMC ENTERTAINMENT: Moody's Affirms 'B2' CFR; Outlook Negative
AMERICAN DENTAL: Moody's Assigns 'B2' Corporate Family Rating
AMERICAN LASER: Wins Final OK on $59MM DIP Loan From Versa Unit

AMERICAN MARINE: Enters Chapter 11 Protection
AMERICAN MARINE: Case Summary & 20 Largest Unsecured Creditors
ATLANTIC & PACIFIC: Posts $123.6-Mil. Net Loss in Dec. 3 Quarter
BIOVEST INTERNATIONAL: Granted SME Status by European Agency
BROOKE CORP: Great American Bank Fails in Bid to Dismiss Suit

BUFFETS INC: Gets Court Nod to Start Tapping $50-Mil. Loan
CALAIS RESOURCES: Incurs $1.3-Mil. Net Loss in Nov. 30 Quarter
CAMPOSOL HOLDING: Moody's Assigns (P)B3 Corporate Family Rating
CATALYST PAPER: Chapter 15 Case Summary
CAPTAIN HULBERT: Case Summary & 6 Largest Unsecured Creditors

CATSKILL CONSTRUCTION: Case Summary & Creditors List
CDC CORP: Sues Subsidiary CDC Software to Stop Sale
CDC CORP: U.S. Trustee Seeks Turnover of Management
CIT GROUP: Redeeming $500MM of Notes as It Continues to Trim Debt
CKX ENTERTAINMENT: Moody's Gives 'B3', Still In Talks for Idol

CKX ENTERTAINMENT: S&P Assigns 'B' as Idol Still "Stable"
CKX ENTERTAINMENT: S&P Assigns 'CCC+' Rating to $160MM Term Loan
CATALYST PAPER: Says CBCA Case Not a Bankruptcy Proceeding
CIRCLE STAR: Merrill Richards Appointed as Director
COLFAX CORP: S&P Assigns 'BB' Corporate Credit Rating

COMMERCIAL METALS: S&P Affirms 'BB+' Corporate Credit Rating
CORAL CORPORATION: Case Summary & 5 Largest Unsecured Creditors
CROWN MEDIA: Extends Employment of Charles Stanford to 2013
DOT VN: Louis Huynh Resigns from Board of Directors
EASTMAN KODAK: Bankruptcy Lenders Push Digital Patents to Auction

EASTMAN KODAK: Unable to Cope When Innovation Came Along
EASTMAN KODAK: S&P Cuts Corp. Credit Rating to 'D' on Bankruptcy
ENCOMPASS DIGITAL: Moody's Rates New Credit Facilities at 'B3'
ENCOMPASS DIGITAL: S&P Rates $280-Mil. Credit Facility at 'B'
ENER1 INC: M. Zoi Intends to Hold Majority Controlling Ownership

FILENE'S BASEMENT: Court Approves Employee Retention Plan
FIRSTPLUS FINANCIAL: Trustee Can Hire KCC as Claims Agent
FLORIDA INSURANCE: Not Liable for Policyholders' Legal Fees
FLYING J: Appeals Court Affirms Ruling in CalTrans Case
GENERAL MOTORS: Dist. Court Affirms Ruling Against Kodsy Claim

GENTA INC: Deadline to Effect Reverse Split Moved to Feb. 15
G&J READY: Case Summary & 21 Largest Unsecured Creditors
GILBERT PROFESSIONAL: Case Summary & 9 Largest Unsecured Creditors
GLOBAL COMMERCIAL: Voluntary Chapter 11 Case Summary
GMJ GLOBAL: Case Summary & 13 Largest Unsecured Creditors

GO DADDY: S&P Assigns 'B' Corporate Rating; Outlook Stable
G.T.O.T., LLC: Voluntary Chapter 11 Case Summary
HANLEY WOOD: Moody's Gives 'D' Default Rating Amid Restructuring
HARRISBURG, PA: Didn't Respond to Incinerator Red Flags
HERCULES OFFSHORE: Files Fleet Status Report as of Jan. 19

HERCULES OFFSHORE: S&P Affirms 'B-' Corporate Credit Rating
HORIZON LINES: F&C Asset Management Does Not Own Common Shares
HOSPITALITY GROUP: Case Summary & 20 Largest Unsecured Creditors
HOSTESS BRANDS: Union to Lead Fight Against Plan
HOSTESS BRANDS: Committee Opposes Pensions Termination

HOUGHTON MIFFLIN: Moody's Lowers Corp. Family Rating to 'Caa2'
HOVENSA LLC: S&P Withdraws 'B' Rating on $362.5-Mil. Facility
IDEARC INC: Investors Want High Court to Review Ch. 11 Plan
INDYMAC BANK: Former Chair Seeks to Appeal Ruling in FDIC Suit
INPHASE TECHNOLOGIES: Shareholder Retains Drakes Bay Company

INTELSAT SA: Silver Lake's D. Roux and S. Patterson Join Board
INVESTORS LENDING: Taps Miller and Beare as Real Estate Agents
JEFFERSON COUNTY, AL: To Probe JPMorgan Deal With Astros Owner
LEE ENTERPRISES: Reports $199.6-Mil. Revenue in Fiscal Q1
LIBERATOR INC: Benefiting From Growth in Sexual Wellness Market

LIBERATOR INC: To Present at FSX Investment Conference on Jan. 27
LIONS GATE: S&P Puts 'B-' Corporate Rating on Watch Positive
LOCATION BASED TECHNOLOGIES: Renews Pacts With CEO, CDO, and COO
LSP BATESVILLE: S&P Cuts Rating on Senior Secured Bonds to 'D'
M & M DEVELOPER: Voluntary Chapter 11 Case Summary

MA BB OWEN: Wants to Sell Properties to Castle Hill for $23-Mil.
MA BB OWEN: Proposes Bid Protections for Stalking Horse Bidder
MARKETING WORLDWIDE: Incurs $2.2 Million Net Loss in Fiscal 2011
MC2 CAPITAL: Wants Court's OK to Incur $150,000 Debt from SCP
MERIDIAN SHOPPING: Voluntary Chapter 11 Case Summary

MICROBILT CORP: Has Full-Payment Reorganization Plan
MORRIER RANCH: Case Summary & 20 Largest Unsecured Creditors
MRDUCS LLC: Court Approves Terms of Seiller Waterman Employment
MSR RESORT: Qualified Bids for Doral Golf Resort & Spa Due Feb. 20
MUNICIPAL MORTGAGE: Lisa Roberts Continues to Serve as CFO

MUSCLEPHARM CORP: Files Third Amendment to 126.4 Million Offering
NATIONAL GRAPHICS: Whyte Hirschboeck Disqualified as Counsel
NATIONAL HOLDINGS: COR Securities Discloses 41% Equity Stake
NATIONAL HOLDINGS: Bruce Galloway Discloses 5.7% Equity Stake
NATIVE WHOLESALE: Court OKs Gross Shuman as Bankr. Counsel

NATIVE WHOLESALE: Can Hire Jaeckle Fleischmann as Special Counsel
NATIVE WHOLESALE: Court OKs Mengel Mertzger as Accountants
NATIVE WHOLESALE: Court Approves Windels Marx as Special Counsel
NEBRASKA BOOK: Wins Approval to Close 7 Off-Campus Stores
NEOMEDIA TECHNOLOGIES: Issues $400,000 Conv. Note to YA Global

NET ELEMENT: Hikes Base Salaries of Named Executive Officers
NET TALK.COM: Adopts 2011 Stock Option Plan
NEW ATLANTIC: Voluntary Chapter 11 Case Summary
NEWAYS ENTERPRISES: Lenders Swap Debt for Equity
NEWPAGE CORP: Noteholders Release Right to Mill Insurance Proceeds

NEWPAGE CORP: Wants Plan Filing Period Extended Until July 3
NEWPAGE CORP: Files Schedules of Assets and Liabilities
NIELSEN HOLDINGS: S&P Raises Corporate Credit Rating to 'BB'
NORTHAMPTON GENERATING: Court Approves Access to Cash Collateral
O&G LEASING: Hearing on Assets Sale Rescheduled Until Feb. 23

O&G LEASING: Secured Creditor Hopes to Get Lift Stay Tomorrow
OPEN RANGE: Creditors Press to Get Docs From Fed Agencies
OPPENHEIMER PARTNERS: Access to MidFirst Cash Collateral Tomorrow
OPTIMUMBANK HOLDINGS: Fails to Comply with Nasdaq Directors Rule
OPTIONS MEDIA: Holders Convert Pref. Shares to 8MM Common Shares

PATHEON INC: S&P Affirms 'B+' Corporate Rating; Outlook Negative
PETROBAKKEN ENERGY: Moody's Rates $750-Mil. Notes at 'Caa1'
PETROBAKKEN ENERGY: S&P Assigns 'B' Corporate Credit Rating
PHARMACEUTICAL PRODUCT: S&P Assigns 'B+' Corporate Credit Rating
PILGRIM'S PRIDE: Appeals Ruling on $26MM Price Manipulation Fine

PLACID OIL: Bankruptcy Court Revisits Ruling in Tort Case
QUANTUM FUEL: Changes Fiscal Year-End to Dec. 31
QUANTUM FUEL: Grants Underwriters Option to Buy 1.5-Mil. Units
R-G PREMIER: FDIC Sues 19 Execs for $417MM Over Collapse
REAL MEX: Trustee Says Asset Sale Raises Privacy Concerns

RECREATIONAL INDUSTRIES: Wants Continued Access to Cash Collateral
RIVER EAST PLAZA: 7th Cir. Affirms Dismissal of Chapter 11 Case
RIVER ISLAND: Gibraltar Fails to Get Dismissal of Ch. 11 Case
RIVER ISLAND: Should Show Ability to Fund $1MM, Gibraltar Says
RIVER ROCK: S&P Withdraws 'D' Issuer Credit Rating

ROOMSTORE INC: Filing of Nov. 30 Form 10-Q Will be Delayed
SAFETY-KLEEN SYSTEMS: S&P Affirms 'B+' Corporate Credit Rating
SEALY CORP: Incurs $9.8 Million Net Loss in Fiscal 2011
SHELBRAN INVESTMENTS: Amends Schedules of Assets and Liabilities
SHELBRAN INVESTMENTS: Trustee Wants Case Conversion or Dismissal

SPANISH BROADCASTING: Sees $37.5MM-$38MM Net Revenue for Q4 2011
SUMMIT ENTERTAINMENT: S&P Withdraws 'B' Corporate Credit Rating
SUSTAINABLE ENVIRONMENTAL: Clarifies Purchase Price of Units Sold
TELVUE CORP: Enters Into Agreement to Convert Debt to Equity
THERMOENERGY CORP: Dileep Agnihotri Elected Class B Director

THINES LLC: M&T Trust Has Until Feb. 3 to Challenge Plan Outline
TIMMINCO LIMITED: Has $4.25MM Financing for CCAA Case
TOWN CENTER: $750,000 Loan from Terra Landmark Gets Final OK
TOWN CENTER: Wants Court to Value Tracts of Land at $40 Million
TRAILER BRIDGE: Asks Court to Approve Performance-Based KEIP

TRAVELPORT HOLDINGS: William Griffith Resigns from Board
TRANSWEST RESORT: 2 Westin Resorts Exit Chapter 11
TRIDENT MICROSYSTEM: Court Clears to Auction Set-Top Business
TTM MB: Voluntary Chapter 11 Case Summary
VALENCE TECHNOLOGY: Berg & Berg Buys 2 Million Common Shares

VALLEJO, CA: Bankruptcy Scars Linger in Cash-Crunched City
VENOCO INC: S&P Puts 'B' Corp. Credit Rating on Watch Negative
VISHAY INTERTECHNOLOGY: Moody's Affirms Ba3 Corp. Family Rating
VISUALANT INC: Receives 2nd Patent on Spectral Matching Tech.
WASHINGTON MUTUAL: Former Execs' Insurers to Pay $40MM FDIC

WASHINGTON MUTUAL: Says Investors' Info Request Delay Tactic
WASTE2ENERGY HOLDINGS: U.S. Trustee Wants Ch. 11 Case Converted
WASTE2ENERGY HOLDINGS: Ch. Trustee Taps Cole Scholtz as Counsel
WASTE2ENERGY HOLDINGS: Trustee Taps GlassRatner as Fin'l Advisor
WAVE SYSTEMS: Files Amendment No. 3 to Form S-3 Registration

WESTERN ENERGY: S&P Assigns 'B+' Corporate Credit Rating
WYSTERIA LLC: Seeks to Employ Joel K. Belway as Counsel
Z TRIM HOLDINGS: Holders Convert 21,800 Preferred Shares

* It's Vulture Against Vulture as Icahn Buys LightSquared Debt
* Abu Dhabi Targets AIM Listing for its Qannas Fund

* BOND PRICING -- For Week From Jan. 9 to 13, 2012



                            *********

17315 COLLINS AVENUE: Wants to Use Condo-Hotel Revenues
-------------------------------------------------------
17315 Collins Avenue LLC seeks Bankruptcy Court authority to use
cash collateral of 17315 Collins Avenue Marketing LLC, which is
the assignee of a foreclosure judgment.

Absent the ability to use Cash Collateral, the Debtor's operations
will come to a halt, the value of the Debtor's assets will
dramatically decline, and creditors and parties-in-interest will
be severely prejudiced.  In contrast, approval of the use of Cash
Collateral on an interim basis will maintain the continuity and
management of the hotel and condominium units, preserve the
project's reputation as a premium hotel and residential community,
and thereby preserve the value of the Debtor's assets while it
reorganizes.

The Debtor is the borrower under a 2004 construction loan for
$47,272,000 with Corus Bank N.A.  On Sept. 11, 2009, the Office of
the Comptroller of the Currency closed Corus Bank, and the Federal
Deposit Insurance Corporation was named Receiver.  On Oct. 16,
2009, the FDIC assigned the Loan to Corus Construction Venture
LLC.

The Corus loan matured on Feb. 28, 2008.  On March 5, 2010 -- more
than two years after the Senior Loan's maturity date -- CCV filed
its Complaint against the Debtor, among others, in the Circuit
Court of the Eleventh Judicial District in and for Miami-Dade
County, asserting claims for mortgage foreclosure, among others.

On Nov. 30, 2011, the State Court entered a Partial Final Judgment
of Foreclosure and Damages in favor of CCV, and set a foreclosure
sale of the Project for Jan. 11, 2012.  On Dec. 27, 2011, CCV
assigned all of its right, title and interest in and to a
foreclosure judgment to 17315 Collins Avenue Marketing, which
entity is owned or controlled by CCV.

The Debtor's parent company, WaveStone, also owed $13,000,000
under a mezzanine loan agreement with NYLIM-GCR Fund I-2002, L.P.

The Debtor said that pursuant to the Foreclosure Judgment, 17315
CAM may have a first priority, perfected lien on the Debtor's cash
(or a portion thereof) generated from the operation, sale,
disposition or other realization of any assets or property of the
Debtor, wherever located, which constitutes cash collateral as
defined in Sec. 363 of the Bankruptcy Code.

The Debtor said its assets, which include the Hotel and the
underlying real property, as well as the 48 unsold condominium
units, is valued at nearly $40,000,000, subject to appraisal.  The
Debtor believes that the value of the Debtor's assets is more than
twice the amount due to 17315 CAM pursuant to the Foreclosure
Judgment.  Such an equity cushion, particularly in an ongoing
operating enterprise, is clearly sufficient, in and of itself, to
provide adequate protection to 17315 CAM for the use of any cash
of the Debtor's business that may constitute cash collateral, the
Debtor said.

                  About 17315 Collins Avenue LLC

17315 Collins Avenue LLC owns and operates a luxury, beach-front
condominium-hotel located in Sunny Isles Beach, Florida, commonly
known as Sole on the Ocean.  It filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Fla. Case No. 12-10631) on Jan. 10, 2012.

The Debtor is the sole owner of the Project.  WaveStone Properties
LLC owns 100% of the membership interests in the Debtor and has no
other businesses or assets.  Thomas Feeley is the managing member
of WaveStone.

Judge Robert A. Mark presides over the case.  Lawyers at Meland
Russin & Budwick P.A. serve as the Debtor's counsel.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and debts.  Mr. Feeley signed the petition.


29 BROOKLYN: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: 29 Brooklyn Avenue, LLC
        3706 Flatlands Avenue
        Brooklyn, NY 11234

Bankruptcy Case No.: 12-40279

Chapter 11 Petition Date: January 18, 2012

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Joel B. Rosenthal

Debtor's Counsel: David Carlebach, Esq.
                  LAW OFFICES OF DAVID CARLEBACH
                  40 Exchange Place, Suite 1306
                  New York, NY 10005
                  Tel: (212) 785-3041
                  Fax: (212) 785-3618
                  E-mail: david@carlebachlaw.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Yisroel Barron, managing member.


ASARCO LLC: Judge Dismisses Union Pacific, Anschutz Cleanup Suit
----------------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that a Missouri
federal judge on Thursday dismissed Asarco LLC's suit against
Anschutz Mining Corp. and Union Pacific Railroad Co. seeking
contributions toward an $80 million cleanup at a mining site that
Asarco fully covered, though the company will be able to try
again.

Law360 relates that U.S. District Judge John A. Ross said Asarco
had failed to allege that the other two companies were responsible
for contributing to hazardous waste at the southeastern Missouri
mining site, whose cleanup Asarco funded as part of its bankruptcy
reorganization.

                           About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection (Bankr. S.D. Tex. Case
No. 05-21207) on Aug. 9, 2005.  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On Dec. 9, 2009, Asarco Incorporated and Americas Mining
Corporation's Seventh Amended Plan of Reorganization for the
Debtors became effective and the ASARCO Asbestos Personal Injury
Settlement Trust was created and funded with nearly $1 billion in
assets, including more than $650 million in cash plus a $280
million secured note from Reorganized ASARCO.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
ASARCO LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.


ASTON COURT: Voluntary Chapter 15 Case Summary
----------------------------------------------
Debtor: Aston Court LLC
        1635 N. Greenfield Road, #126
        Mesa, AZ 85205

Bankruptcy Case No.: 12-00836

Chapter 11 Petition Date: January 17, 2012

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: George B. Nielsen, Jr.

Debtor's Counsel: Mark C. Hudson, Esq.
                  SCHIAN WALKER, P.L.C.
                  3550 N. Central Avenue, #1700
                  Phoenix, AZ 85012-2115
                  Tel: (602) 277-1501
                  Fax: (602) 297-9633
                  E-mail: ecfdocket@swazlaw.com

Estimated Assets: $0 to $50,000

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Ronald K. Frandsen, manager.


A.C. PHILLIPS: Seeks to Hire Griffith Jay as Counsel
----------------------------------------------------
A.C. Phillips Family Properties, Ltd., seeks permission from the
U.S. Bankruptcy Court for the Northern District of Texas to employ
Griffith, Jay & Michel, L.L.P., as its counsel.

GJM will:

   (a) advise the Alleged Debtor generally with respect to general
       and restructuring matters;

   (b) represent and advise the Alleged Debtor with respect
       to matters that generally arise in this matter or an
       ordinary chapter 11 case;

   (c) assist the Alleged Debtor and its other professionals
       with the protection and preservation of the estate of the
       Alleged Debtor;

   (d) assist the Alleged Debtor with preparing necessary
       motions, applications, answers, orders, reports, and papers
       in connection with and required for the orderly
       administration of the estate; and

   (e) perform any and all other general and restructuring legal
       services for the Alleged Debtor in connection with the
       Chapter 11 case the Debtor determines are necessary and
       appropriate.

The hourly billing rates for attorneys at GJM range from $150 to
$350.  The attorney primarily responsible for this bankruptcy
matter will be Mark J. Petrocchi.  His hourly rate is $295.
The Alleged Debtor agrees to reimburse the firm for all expenses
it incurred in connection with its representation.

Prior to the bankruptcy filing, the Alleged Debtor paid GJM a
retainer of $4,000.

Mark J. Petrocchi, Esq., at Griffith, Jay & Mitchel, LLP, assures
the Court that his firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.

GJM can be contacted at:

         Mark J. Petrocchi, Esq.
         GRIFFITH, JAY & MICHEL, LLP
         2200 Forest Park Blvd.
         Fort Worth, TX 76110
         Tel: (817) 926-2500
         Fax: (817) 926-2505
         E-mail: mpetrocchi@lawgjm.com

An involuntary petition was filed against A.C. Phillips Family
Properties, Ltd. (Bankr. N.D. Tex. Case No. 11-37792) on Dec. 6,
2011, by Bank of America and Do It Best Corp.  No trustee has been
appointed in the Chapter 11 case.


ACCESS PHARMACEUTICALS: Files Amendment No. 2 to Form S-1
---------------------------------------------------------
Access Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission amendment no. 2 to Form S-1 registration
statement relating to the offer and sale of up to 8,615,517 shares
of common stock, $0.01 par value per share, of the Company by
certain stockholders of Access.

Access is not selling any shares of common stock in this offering
and therefore will not receive any of the proceeds from this
offering.  However, if the warrants are exercised, Access will
receive the proceeds from such exercise if payment is made in
cash.  All costs associated with this registration will be borne
by Access.

The shares of common stock are being offered for sale by the
selling stockholders at prices established on the OTC Bulletin
Board during the term of this offering.  On Jan. 18, 2012, the
last reported sale price of the Company's common stock was $1.38
per share.  The Company's common stock is presently listed on the
OTC Bulletin Board under the symbol "ACCP".  These prices will
fluctuate based on the demand for the shares of common stock.

Brokers or dealers effecting transactions in these shares should
confirm that the shares are registered under the applicable state
law or that an exemption from registration is available.

No underwriter or person has been engaged to facilitate the sale
of shares of common stock in this offering.  None of the proceeds
from the sale of stock by the selling stockholders will be placed
in escrow, trust or any similar account.

A full-text copy of the amended prospectus is available at:

                       http://is.gd/b2lhRR

                    About Access Pharmaceuticals

Access Pharmaceuticals, Inc., is an emerging biopharmaceutical
company focused on developing pharmaceutical products primarily
based upon its nano-polymer chemistry technologies and other drug
delivery technologies.  The Company currently has one approved
product, one product candidate at Phase 3 of clinical development,
three product candidates in Phase 2 of clinical development and
other product candidates in pre-clinical development.

The Company reported a net loss of $7.54 million on $481,000 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $17.34 million on $352,000 of revenue during the prior year.

The Company also reported a net loss of $2.81 million on
$1.34 million of total revenues for the nine months ended
Sept. 30, 2011, compared with a net loss of $9.84 million on
$334,000 of total revenues for the same period during the prior
year.

The Company's balance sheet at Sept. 30, 2011, showed
$2.22 million in total assets, $25.68 million in total
liabilities, and a $23.46 million total stockholders' deficit.

As reported by the TCR on April 5, 2011, Whitley Penn LLP, in
Dallas, Texas, expressed substantial doubt about the Company's
ability to continue as a going concern following the Company's
2010 results.  The independent auditors noted that the Company has
had recurring losses from operations, negative cash flows from
operating activities and has an accumulated deficit.


AK STEEL: Moody's Assigns B2 Sr. Unsecured Ratings to Bonds
-----------------------------------------------------------
Moody's Investors Service assigned B2 senior unsecured ratings to
the $36 million Ohio Air Quality Development Authority Revenue
Refunding Bonds, Series 2012-A, the $30 million City of Rockport,
Indiana, Revenue Refunding Bonds, Series 2012-A, the $7.3 million
Butler County Industrial Development Authority Revenue Refunding
Bonds, Series 2012-A and the $26 million Ohio Air Quality
Development Authority Taxable Revenue Refunding Bonds Series 2012-
B. Each issue of bonds will be issued under separate Trust
Indentures, and each issue will have a separate loan agreement
with AK Steel Corporation. Each loan agreement will be guaranteed
by AK Steel Holding Corporation.

RATINGS RATIONALE

AK Steel's B1 Corporate Family Rating considers its business mix,
its strong contract position, and its excellent reputation for
service and technological leadership. In addition, the company's
product mix benefits from a meaningful level of value-added
products, including coated, electrical and stainless products.
However, the rating also considers the cyclicality of the steel
industry, the expected slow recovery to volume levels that will
result in better fixed cost absorption, and the company's higher,
although much improved, cost base relative to its peers.  The
rating incorporates as well AK Steel's high sensitivity to
downward price movements, exposure to raw material cost inflation,
particularly for iron ore, and meaningful, although improved,
other liabilities such as pension and OPEB.

The stable outlook reflects our expectation that the company's
overall credit profile is appropriately-positioned for the B-
rating category, although metrics could face continued pressure
until broader economic and industry conditions improve. The
outlook also incorporates our expectation that AK Steel will
likely have difficulty in materially improving credit metrics in
the near term given the time required before savings from recent
initiatives to improve raw material self sufficiency can be
realized and our view that conditions in the steel industry will
remain challenging in 2012.

AK Steel's rating could be downgraded if savings from the
company's recent initiatives do not sufficiently offset high raw
material costs and if economic weakness and increased competition
dampens sales growth, leading to further deterioration in
operating performance and credit metrics.  Quantitatively, the
rating could be downgraded if debt-to-EBITDA does not show an
improvement towards at most 5.5 times, EBIT/interest does not
track around 2x or CFO minus dividends-to-debt is unlikely to
approach at least 10% over a sustained period.

The rating is unlikely to be upgraded in the near term, given the
structural challenges facing AK Steel's operations and the time
required before savings from its recent initiatives will be
realized. The rating could be upgraded should economic
fundamentals in the U.S. strengthen, and raw material prices
moderate for a prolonged period.  Quantitatively, the rating could
be upgraded if debt-to-EBITDA is sustained below 5x and CFO minus
dividends-to-debt is sustained above 15%.

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

Headquartered in West Chester, Ohio, AK Steel Corporation ranks as
a middle tier, high quality, integrated steel producer in the
United States, operating seven steelmaking and finishing plants in
Indiana, Kentucky, Ohio and Pennsylvania.  The company produces
flat-rolled carbon steels, including coated, cold-rolled and hot-
rolled products, as well as specialty stainless and electrical
steels. Principal end markets include automotive, steel service
centers, appliance, industrial machinery, infrastructure,
construction and distributors and converters.  Revenues for the
last twelve months ending September 30, 2011 were approximately
$6.3 billion and total shipments of steel were approximately 5.6
billion tons.


AMC ENTERTAINMENT: Moody's Affirms 'B2' CFR; Outlook Negative
-------------------------------------------------------------
Moody's Investors Service changed the outlook of AMC
Entertainment, Inc. (AMC Entertainment) to negative from stable.
Anemic movie theater attendance trends are pressuring the already
weak credit profile, with no clear trajectory for meaningful
improvement.

Moody's affirmed AMC's B2 corporate family rating, as well as its
SGL-1 speculative grade liquidity rating, along with instrument
ratings for AMC Entertainment and its parent company, AMC
Entertainment Holdings, Inc. (AMC Holdings).

Moody's expects AMC Entertainment's credit metrics to deteriorate
modestly based on the reported weak box office trends of the
December 2011 quarter, and these results will also likely damage
its IPO prospects, at least in the near term. However, very good
liquidity continues to support the rating, and Moody's believes
the company can address upcoming maturities, including the June
2012 maturity of a $215 million term loan at AMC Holdings, with
internal sources. IPO proceeds could reduce debt and therefore
improve leverage metrics, but dividend payments as a public
company would likely offset the decline in interest expense and
hamper any meaningful improvement in free cash flow. However, the
IPO would provide an exit strategy for the private equity
sponsors, and absent such a transaction, the sponsor ownership
continues to weigh negatively on the rating.

Moody's also moved the CFR, probability of default rating, and SGL
rating to AMC Entertainment, Inc. from Marquee Holdings, Inc.
Following the repayment of debt at Marquee Holdings, Inc., this
entity merged into AMC Entertainment Holdings, Inc.

AMC Entertainment Inc.

   -- Affirmed B2 Corporate Family Rating

   -- Affirmed B2 Probability of Default Rating

   -- Affirmed SGL-1 Speculative Grade Liquidity Rating

   -- Senior Secured Bank Credit Facility, Affirmed Ba2, LGD
      lowered to LGD2, 10 % from LGD1, 9%

   -- 8.75% senior unsec due June 2019, Affirmed B1, LGD lowered
      to LGD3, 41% from LGD3, 36%

   -- 9.75% Sr Sub Notes due Dec 2020, Affirmed Caa1, LGD adjusted
      to LGD5, 78%

   -- 8% Sr Sub notes due March 2014, Affirmed Caa1, LGD adjusted
      to LGD5, 78%

Outlook, changed to Negative from Stable

AMC Entertainment Holdings, Inc.

   -- PIK Term Loan due June 2012, Affirmed Caa1, LGD6, 95%

Outlook, changed to Negative from Stable

Marquee Holdings, Inc.

   -- Outlook, Changed To Rating Withdrawn From Stable

   -- Probability of Default Rating, Withdrawn, previously rated
      B2

   -- Speculative Grade Liquidity Rating, Withdrawn, previously
      rated SGL-1

   -- Corporate Family Rating, Withdrawn, previously rated B2

RATINGS RATIONALE

AMC Entertainment's B2 rating continues to incorporate its
aggressive capital structure with leverage over 8 times debt-to-
EBITDA and minimal free cash flow. This credit profile poses
challenge for operating in an inherently volatile industry reliant
on movie studios for product to drive the attendance that leads to
cash flow from admissions and concessions. Very good near term
liquidity enables the company to better manage the attendance
related volatility and should allow the company to address near
term maturities without requiring access to the capital markets
during a period of poor box office trends. Scale and geographic
diversification also support the rating. Moody's considers
theatrical exhibition a mature industry with low-to-negative
growth potential, high fixed costs and increasing competition from
alternative media, and Moody's anticipates attendance growth will
continue to lag population growth over the long term, with year to
year volatility driven by the popularity of the films. However,
the industry remains viable and stable throughout economic cycles,
in Moody's opinion.

The negative outlook reflects the potential for a downgrade should
box office trends continue to deteriorate such that leverage
continues to rise throughout calendar 2012 and free cash flow
turns negative. Erosion of the liquidity profile could also have
negative ratings implications. Any use of cash or increase in debt
to fund a dividend to shareholders would also likely warrant a
downgrade.

The current credit profile and sponsor ownership constrain upward
ratings potential, and an upgrade is highly unlikely absent a
material cash infusion from equity sponsors.

AMC's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (ii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside AMC's core industry and
believes AMC's ratings are comparable to those of other issuers
with similar credit risk.  Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Headquartered in Kansas City, Missouri, AMC Entertainment operates
351 theaters with 5,083 screens, with 99% of these located in the
United States and Canada. Its revenue for the trailing twelve
months through September 30, 2011, was approximately $2.5 billion.
The company is owned by a private equity consortium comprised of:
J.P. Morgan Partners, LLC, Apollo Management, L.P. and certain
related investment funds and affiliates of Bain Capital Partners,
The Carlyle Group and Spectrum Equity Investors.


AMERICAN DENTAL: Moody's Assigns 'B2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned B2 Corporate Family and
Probability of Default ratings to American Dental Partners, Inc.
At the same time, Moody's assigned a B1 rating to the company's
proposed senior secured credit facilities, including a $205
million term loan and a $36 million revolver. The outlook for the
ratings is stable. The proceeds from the senior secured credit
facilities will be used, along with an additional equity
contribution, to finance the acquisition of ADPI by JLL Partners,
Inc. for a purchase price of approximately $398 million (including
existing debt of approximately $81 million), and pay transaction
fees and expenses.

The contribution of approximately $221 million of common equity
being made by JLL includes approximately $63 million from certain
other investors arranged or designated by JLL plus management
rollover equity. This is the first time Moody's has publicly rated
American Dental Partners.

All ratings are subject to review of final documentation.

Moody's assigned these ratings:

$36 million senior secured revolving credit facility, rated B1
(LGD 3, 42%)

$205 million senior secured term loan, rated B1 (LGD 3, 42%)

Corporate Family Rating, B2

Probability of Default Rating, B2

The outlook is stable.

RATINGS RATIONALE

"The B2 Corporate Family Rating reflects ADPI's small absolute
size relative to other single-B rated companies based on both
revenue and earnings, and the significant leverage that is being
incurred as a result of the company's leveraged buyout," stated
Moody's Analyst, Daniel Gon‡alves.

"However, ADPI's credit profile benefits from its strong market
presence within the rapidly-growing dental practice management
("DPM") industry," continued Gon‡alves.

On a pro forma basis, ADPI's debt to EBITDA including Moody's
Standard Adjustments was approximately 4.9 times for the twelve
months ended September 30, 2011. While Moody's expects growth
within ADPI's base business to remain limited over the
intermediate-term, the company will achieve top-line growth
through the continuation of its aggressive de novo and acquisition
growth strategy. While Moody's expects this strategy to constrain
profit margins and free cash flow, the rating is supported by the
company's flexibility to reduce de novo expansion if desired, and
its ability to then deploy free cash flow toward debt reduction.
In addition, ADPI's rating is constrained by legal proceedings
with certain affiliated practices, which present some underlying
risks and uncertainty to the company's future operating
performance.

The rating outlook is stable, and reflects Moody's assumption that
the company's de novo and acquisition growth strategy will be
financed through internally-generated cash. The outlook also
reflects Moody's assumption of low-to-mid single digit revenue and
earnings growth over the next twelve months, leading to reduced
financial leverage.

An upgrade of the ratings is unlikely over the near-term due to
the company's small absolute size, outstanding litigation, and
aggressive growth strategy, which Moody's expects will constrain
free cash flow and limit debt repayment. Over time, if the company
exhibits sales growth accompanied by a more moderate growth
strategy such that adjusted leverage is sustained below 3.5 times
and free cash flow to debt exceeds 8%, Moody's could upgrade the
ratings.

The ratings could be downgraded if financial policies become more
aggressive or if liquidity deteriorates. The ratings could also be
lowered if the company faces material adverse litigation outcomes.
From a financial metrics perspective, the ratings could be
downgraded if adjusted debt to EBITDA approaches 6 times or if
free cash flow turns negative on a sustained basis.

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

Headquartered in Wakefield, Massachusetts, American Dental
Partners, Inc. ("ADPI") is a leading provider of dental practice
management ("DPM") services in the United States. The company
provides dental facilities, support staff and comprehensive
business support functions under management services agreements
("MSA") to its affiliated dental groups. ADPI provides all
services necessary for the administration of the non-clinical
aspects of the dental operations, while the affiliated practices
are responsible for providing dental care to patients. During the
twelve months ended September 30, 2011, the company generated net
revenues of approximately $289 million.


AMERICAN LASER: Wins Final OK on $59MM DIP Loan From Versa Unit
---------------------------------------------------------------
American Laser Centers LLC, ALC Holdings LLC and their debtor-
affiliates won final authority to borrow up to $59.8 million in
DIP financing from Bellus ALC Investments 1 LLC, a unit of
Philadelphia-based private equity firm Versa Capital Management
LLC.

Pursuant to the Final DIP Order, the term loan amount has been
raised from the original $58.7 million DIP commitment.

The Debtors also won approval of procedures that will govern the
sale of their assets.  Versa has agreed to acquire ALC, subject to
higher and better bids and court approval.

As reported by the Troubled Company Reporter on Dec. 20, 2011, the
Debtors need the liquidity as they pursue a bankruptcy sale of
their assets.  The Debtors said Bellus, which also serves as agent
to the Debtors' prepetition lenders, has a lien on substantially
all of the Debtors' cash and is not willing to consent to the use
of cash collateral alone.  On Dec. 9, Judge Mary F. Walrath
granted the Debtors interim authority to tap $13,287,400 from the
DIP Loan package.

The Final DIP Order extended by a couple of days the Debtors'
milestones: The Debtors must commence and conclude an auction by
Jan. 30, obtain approval of the sale by Jan. 31, and close the
deal by Feb. 3.  The Final DIP Order also permits Bellus to credit
bid.

Pursuant to the bidding procedures order, competing bids are due
Jan. 26.  The auction will be held at the offices of Landis Rath &
Cobb.  The sale hearing is on Jan. 31.

The DIP loan matures on the earliest of Feb. 3, 2012, or upon the
occurrence of an event of default or upon dismissal or conversion
of the case to Chapter 7, or upon confirmation of a bankruptcy
plan.  The DIP Loan carries an interest rate of prime plus 4.25%
per annum.

The DIP facility earmarks up to $30,000 to be used by any official
committee of creditors appointed in the case to investigate and
challenge the validity, extent, amount, perfection, priority or
enforceability of the prepetition secured lenders' liens.

The official committee of unsecured creditors and creditor Syneron
Inc. may investigate and challenge the validity of the DIP liens.
Stephen Selbst, Esq. -- sselbst@herrick.com -- at Herrick
Feinstein LLP, represents the Committee.

                   About American Laser Centers

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

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

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

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

Bellus ALC Investments 1 is represented by Nancy A. Peterman,
Esq., at Greenberg Traurig LLP.

An official committee of unsecured creditors has retained Herrick
Feinstein LLP and Ashby & Geddes, P.A., as counsel; and J.H. Cohn
LLP as financial advisor.

Albert Altro serves as the Debtors' chief restructuring officer.


AMERICAN MARINE: Enters Chapter 11 Protection
---------------------------------------------
American Marine Holdings LLC along with affiliates filed for
Chapter 11 bankruptcy on Jan. 20, 2012, after being sued for
defaulting on its loans.

American Marine's primary business consists, inter alia,
manufacturing, marketing, distributing, servicing and selling
boats and related products in North Carolina.  Brand names include
Donzi, Fountain, Pro-Line and Baja.

But the receiver disclosed that the Debtor had no assets and had
liabilities of $60,007,617 in the schedules attached to petition.
The receiver said that debt to First Capital is $54 million.

Pursuant to an order entered by the General Court of Justice
Superior Court Division in Beaufort County, North Carolina (Case
No. 11 CVS 1012), Ronald Glass of GlassRatner Advisory & Capital
Group, LLC, was named as receiver for American Holdings and its
affiliates.  Mr. Glass signed the bankruptcy petitions for the
American Marine debtors.

The Debtors' prepetition secured creditor is FCC LLC d/b/a First
Capital.  FCC provided several term loans and lines of credit,
with outstanding balance totaling not less than $51 million as of
October 2011.

The receiver was appointed following a complaint filed by FCC in
the Superior court.

The Debtors said in a bankruptcy filing that they reserve the
right to challenge the validity, priority and extent of FCC's
liens against the Debtors' assets.

American Marine Holdings, LLC, along with affiliates, filed a
Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No.
12-11354) on Jan. 18, 2012.  John E. Page, Esq., at Shraiberg,
Ferrara, & Landau P.A., in Boca Raton, Florida, serves as counsel.
GlassRatner Advisory & Capital Group Inc. serves as financial
advisor.

                      Palmetto Park Case

On January 16, 2012, Joseph Wortley, a former owner and officer,
filed a Chapter 11 voluntary petition for Palmetto Park Financial,
LLC (Case No. 12-11055-EPK).

Mr. Glass contends that the voluntary petitions for Palmetto Park
and related cases were null and void as Mr. Wortley no longer had
the authority to file the cases.  The Debtors are in the process
of preparing a motion to dismiss the Palmetto Park case filed by
Joseph Wortley.

The filing of the Palmetto Park case by Joseph Wortley disrupted a
sale of the Debtors' assets in state court. The Receiver has
maintained control of the Debtors for approximately 90 days and
submits that in the exercise of his business judgment, the
Debtors' estates will be better administered in bankruptcy court.


AMERICAN MARINE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: American Marine Holdings, LLC
        1653 Whichards Beach Road
        Washington, NC 27889

Bankruptcy Case No.: 12-11354

Chapter 11 Petition Date: January 18, 2012

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Debtor's Counsel: John E. Page, Esq.
                  SHRAIBERG, FERRARA, & LANDAU P.A.
                  2385 NW Executive Center Drive, #300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0819
                  Fax: (561) 998-0047
                  E-mail: jpage@sfl-pa.com

Debtor's
Financial
Advisor:          GLASSRATNER ADVISORY & CAPITAL GROUP INC.

Scheduled Assets: $0*

Scheduled Liabilities: $60,007,617

* The Debtor estimated $0 to $50,000 in assets in its bankruptcy
petition.

The petition was signed by Ronald Glass, receiver.

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                                  Case No.
        ------                                  --------
Donzi Marine, LLC                               12-11355
AMH Government Services, LLC                    12-11356
Baja Marine, Inc. f/k/a Baja By Fountain, Inc.  12-11357
Fountain Dealers Factory Super Store, Inc.      12-11358
Fountain Powerboat Industries, Inc.             12-11359
Fountain Powerboats, Inc.                       12-11360
Fountain Powerboats, LLC                        12-11361
Palmetto Park Financial, LLC                    12-11362
Pro-Line Boats, LLC                             12-11363

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
First Capital                      --                  $46,358,997
3520 NW 58th Street
Oklahoma City, OK 73112

First Capital                      --                   $7,246,990
3520 NW 58th Street
Oklahoma City, OK 73112

TD Bank, N.A.                      --                   $3,102,965
2307 West Kennedy Boulevard
Tampa, FL 33609

Mercury Marine                     --                   $1,520,605
P.O. Box 1939
Fond Du Lac, WI 54936-1939

Composites One, LLC                --                     $539,219
85 West Algonquin Road, Suite 600
Arlington Heights, IL 60005

Ralph R. Crabtree                  --                     $235,216

Ilmor Marine Engines LLC           --                     $141,531

Ken Burton, Jr. Tax Collector      --                     $137,871

Sprechman & Assoc, PA              --                     $131,998

Eromar                             --                     $100,000

Tarek                              --                     $100,000

Janice A. Warren, CFC              --                      $88,915

Mercury Marine                     --                      $73,840

AndersonGlenn, LLC                 --                      $58,820

Intermedia Outdoors, Inc.          --                      $56,912

McDermott, Will & Emery            --                      $38,706

Nelson A. Taylor Co., Inc.         --                      $29,100

Michigan Composites, Inc.          --                      $23,943

Sprechman & Assoc., PA             --                      $21,990

Internal Revenue Service           --                      Unknown


ATLANTIC & PACIFIC: Posts $123.6-Mil. Net Loss in Dec. 3 Quarter
----------------------------------------------------------------
As reported in the TCR on Jan. 20, 2012, Great Atlantic & Pacific
filed its quarterly report on Form 10-Q for the 12 weeks and
40 weeks ended Dec. 3, 2011.

The Company reported a net loss of $123.6 million on
$1.571 billion of sales for the 12 weeks ended Dec. 3, 2011,
compared with a net loss of $198.7 million on $1.794 billion of
sales for the 12 weeks ended Dec. 4, 2010.

For the 40 weeks ended Dec. 3, 2011, the Company reported a
net loss of $379.4 million on $5.441 billion of sales, compared
with a net loss of $473.5 million on $6.277 billion of sales for
the 40 weeks ended Dec. 4, 2010.

The Company's balance sheet at Dec. 3, 2011, showed $2.137 billion
in total assets, $3.501 billion in total liabilities,
$148.3 million in Series A redeemable preferred stock, and a
stockholders' deficit of $1.512 billion.

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

                      http://is.gd/FfGF9D

On Jan. 18, 2012, the Company released its results for the last
twelve months ended Dec. 3, 2011 ("LTM") as derived from the
quarterly consolidated financial statements for the period then
ended, which have not been audited.

The Company reported a net loss of $502.4 million on
$7.242 billion of sales for the last twelve months ended Dec. 3,
2011.  Reorganization items included in continuing operations
totaled $62.5 million while reorganization items included in
discontinued operations totaled $153.1 million for the period.

Comparable results for the last twelve months ended Dec. 4, 2010,
were not disclosed.

After excluding certain non-cash, non-recurring and non-operating
items, as well as adjustments to include the net impact of actions
taken during the period as if enacted at the beginning of the LTM
period, LTM Adjusted EBITDA was $117.0 million for the period
ended Dec. 3, 2011, which amount reflects the actions that the
Company has taken to implement its turnaround plan to emerge out
of the bankruptcy currently scheduled on Feb. 25, 2012.  The LTM
Adjusted EBITDAR, after excluding the contractual rent expenses,
amounted to $342.9 million for the same period.

The Company is required to provide certain reconciliations to GAAP
financial measures for any non-GAAP financial measures presented
in its press releases and SEC filings.  The Company uses the non-
GAAP measures "Adjusted loss from operations", "EBITDA", "Adjusted
EBITDA", "Current Store Footprint Adjusted EBITDA", "LTM Adjusted
EBITDA" and "LTM Adjusted EBITDAR" to evaluate the Company's
liquidity and performance of its business and these are among the
primary measures used by management for planning and forecasting
of future periods.  Adjusted loss from operations is defined as
loss from operations adjusted for items the Company considers non-
operating in nature that management excludes when evaluating the
results of the ongoing business.  EBITDA is defined as earnings
before interest expense, interest and dividend income, taxes,
depreciation, amortization and discontinued operations.  Adjusted
EBITDA is defined as EBITDA adjusted to exclude the following, if
applicable: (i) goodwill, long-lived asset and intangible asset
impairment, (ii) net restructuring and other charges, (iii) real
estate related activity, (iv) pension withdrawal costs, (v)
insurance reserve adjustments, (vi) stock based compensation,
(vii) LIFO provision adjustments, (viii) non-operating income and
(ix) other items that management considers non-operating in nature
and excludes when evaluating the results of the ongoing business.

Current Store Footprint Adjusted EBITDA excludes the actual
results of those stores that were closed during the period
presented as if the stores were closed at the beginning of the
period presented, adjusted for certain corporate or overhead costs
that will not be eliminated.

LTM Adjusted EBITDA is defined as Current Store Footprint Adjusted
EBITDA adjusted to include:  (i) the impact of contractual supply
and logistics contracts as if enacted as of the beginning of the
LTM period, (ii) the impact of negotiated labor contracts that
would have resulted had the contracts been in place at the
beginning of the LTM period, (iii) the impact of bankruptcy and
other disruption such as the impact of vendor funding below
historical average experienced during the bankruptcy period, labor
protests at store locations and triple coupon promotions and (iv)
the impact of reductions in contractual store lease payments that
would have resulted had the contracts been in place at the
beginning of the LTM period, offset by (v) the impact of store
lease payments that are classified as principal payments and
interest expense for purposes of US GAAP.

LTM Adjusted EBITDAR is defined as LTM Adjusted EBITDA adjusted to
include the contractual rent payments for the period.

The Company believes the presentation of these measures is
relevant and useful for investors because it allows investors to
view results in a manner similar to the method used by the
Company's management and makes it easier to compare the Company's
results with other companies that have different financing and
capital structures or tax rates.  In addition, these measures are
also among the primary measures used externally by the Company's
investors, analysts and peers in its industry for purposes of
valuation and comparing the results of the Company to other
companies in its industry.  Adjusted loss from operations,
Adjusted EBITDA, Current Store Footprint Adjusted EBITDA, LTM
Adjusted EBITDA and LTM Adjusted EBITDAR are reconciled to
Net Loss on Schedule 3 of this release.  In addition, EBITDA,
Adjusted EBITDA, Current Store Footprint EBITDA, LTM Adjusted
EBITDA and LTM Adjusted EBITDAR are reconciled to Net Cash
provided by /(used in) Operating Activities on Schedule 4 of this
release.

A copy of the Schedules of Financial Statements is available for
free at http://is.gd/x14AIj

                  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.

On Nov. 14, 2011, the Company filed with the Bankruptcy Court a
proposed Chapter 11 plan.  On Dec. 20, 2011, the Bankruptcy Court
approved the adequacy of information in the disclosure statement
explaining the Plan.  The deadline for voting on the Plan is Jan.
24, 2012.  A hearing before the Bankruptcy Court on the
confirmation of the Plan is scheduled for Feb. 6, 2012.


BIOVEST INTERNATIONAL: Granted SME Status by European Agency
------------------------------------------------------------
Biovest International, Inc., a majority-owned subsidiary of
Accentia Biopharmaceuticals, Inc., announced that the European
Medicines Agency (EMA) has granted Small and Medium Sized
Enterprise (SME) status to Biovest.  With EMA SME status
confirmed, Biovest will be provided with certain administrative
and economic benefits related to the EU regulatory process for the
Company's BiovaxID personalized lymphoma vaccine targeting the
treatment of certain B-cell subtypes of non-Hodgkin's lymphoma.

According to Biovest's Senior Vice President, Product Development
& Regulatory Affairs, Dr. Carlos F. Santos, Ph.D., "Securing EMA
SME status is an important regulatory milestone for Biovest, as we
will receive procedural assistance in coordinating upcoming
BiovaxID meetings with the EMA, and we also expect significant
cost-savings based on potential application fee exemptions and fee
reductions."

Samuel S. Duffey, the Company's President & CEO, added, "After
receiving SME status, the next step in our regulatory strategy is
to conduct scientific advice meetings with several national
regulatory authorities in the EU."

In other news, Biovest announced that the Company is scheduled to
present at the Phacilitate Vaccine Forum Washington 2012 at the
Grand Hyatt Hotel in Washington D.C. On Tuesday, January 31st at
11:55 a.m. EST, Dr. Santos will present on BiovaxID, including a
regulatory update, in a session titled, "Effectively Delivering
Therapeutic Vaccines to Blockbuster Markets".

To meet with Biovest at the Vaccine Forum Washington 2012, please
contact Douglas Calder at 813-507-2633 or dwcalder@biovest.com.

For agenda, please visit http://is.gd/h67HiF

                    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 (Bankr. M.D. Fla. Case No. 08-17796) on Nov.
10, 2008.

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.


BROOKE CORP: Great American Bank Fails in Bid to Dismiss Suit
-------------------------------------------------------------
In the lawsuit, CHRISTOPHER J. REDMOND, Chapter 7 Trustee of
Brooke Corporation, Brooke Capital Corporation, and Brooke
Investments, Inc., v. FIRST CENTRAL BANK, et al., Adv. No. 10-6241
(Bankr. D. Kan.), Bankruptcy Judge Dale L. Somers denied the
request of Great American Bank for dismissal or summary judgment
based upon the allegation that it is not the former or current
owner of the participation interests.

The Chapter 7 Trustee for Brooke Corporation, Brooke Capital
Corporation, and Brooke Investments, seeks to recover allegedly
fraudulent transfers and preferential transfers made by Brooke
Capital from defendants who received the transfers as holders of
participation interests in loans made by Aleritas, a non-debtor
Brooke-related entity, to various insurance borrowers/franchisees.
Great American asserts that because of a sale of GAB's common
stock and related asset transfers, GAB never owned a participation
interest in the loans for which the payments in issue were made,
and therefore has no liability to the Chapter 7 Trustee.  GAB
refers to itself before the stock sale as "Old GAB" and to itself
after the sale as "New GAB."  However, the Chapter 7 Trustee
asserts that despite these transactions, GAB is the proper party
from whom to seek recovery of the transfers.

A copy of the Court's Jan. 17, 2012 Memorandum Opinion is
available at http://is.gd/B5gNiZfrom Leagle.com.

                        About Brooke Corp.

Headquartered in Kansas, Brooke Corp. --
http://www.brookebanker.com-- was an insurance agency and finance
company.  The company owned 81% of Brooke Capital.  The majority
of the company's stock was owned by Brooke Holding Inc., which, in
turn was owned by the Orr Family.  A creditor of the family, First
United Bank of Chicago, foreclosed on the BHI stock.  The
company's revenues were generated from sales commissions on the
sales of property and casualty insurance policies, consulting,
lending and brokerage services.

Brooke Corp. and Brooke Capital Corp. filed separate petitions for
Chapter 11 relief on Oct. 28, 2008; Brooke Investments, Inc. filed
for Chapter 11 relief on Nov. 3, 2008 (Bankr. D. Kan. Lead Case
No. 08-22786).  Angela R. Markley, Esq., was the Debtors' in-house
counsel.  Albert Riederer was appointed as the Debtors' Chapter 11
trustee.  He acted as special master of Brooke in prepetition
federal court proceedings.  Benjamin F. Mann, Esq., John J.
Cruciani, Esq., and Michael D. Fielding, Esq,, at Husch Blackwell
Sanders LLP, and Kathryn B. Bussing, Esq., at Blackwell Sanders
LLP, represented the Chapter 11 trustee as counsel.  David A.
Abadir, Esq., and Robert J. Feinstein, Esq., at Pachulski Stang
Ziehl & Jones LLP, Kristen F. Trainor, Esq., and Mark Moedritzer,
Esq., at Shook, Hardy & Bacon, represented the Official Committee
of Unsecured Creditors as counsel.  The Debtors listed assets of
$512,855,000 and debts of $447,382,000.

The case was converted to Chapter 7 on June 29, 2009, and Mr.
Riederer was appointed Chapter 7 Trustee.  On Oct. 29, 2008, the
Court granted a motion to jointly administer the bankruptcies of
Brooke Corporation, Brooke Capital, and Brooke Investment with the
Brooke Corporation bankruptcy case being the lead case.


BUFFETS INC: Gets Court Nod to Start Tapping $50-Mil. Loan
----------------------------------------------------------
Dow Jones' DBR Small Cap reports that Buffets Restaurants Holdings
Inc. won court approval to tap $9 million of a $50 million
bankruptcy loan as it tries once again to shave its debts and
survive the downturn in the U.S. economy.

                       About Buffets Inc.

Buffets, Inc. and all of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 12-10237) on Jan.
18, 2012. The Company says it has reached a restructuring
agreement with 83% of its lenders to eliminate virtually all of
the Company's approximately $245 million of outstanding debt.

As part of the restructuring process, the Company expects to
promptly close 81 underperforming restaurants, representing 16% of
its nearly 500 restaurants nationally.

Buffets, Inc., the nation's largest steak-buffet restaurant
company, currently operates 494 restaurants in 38 states,
comprised of 483 steak-buffet restaurants and 11 Tahoe Joe's
Famous Steakhouse(R) restaurants, and franchises 3 steak-buffet
restaurants in two states. The restaurants are principally
operated under the Old Country Buffet(R), HomeTown(R) Buffet,
Ryan's(R) and Fire Mountain(R) brands. Buffets employs 28,000 team
members and serves 140 million customers annually.

Buffets had 626 restaurants when it began its prior bankruptcy
case (Bankr. D. Del. Case Nos. 08-10141 to 08-10158).  It emerged
from bankruptcy in April 2009.

Higher gasoline and energy costs, along with a decline in guest
count, have hampered the Debtors' ability to service their long-
term debt and caused a liquidity strain, forcing the Company to
return to Chapter 11 bankruptcy.

In the new Chapter 11 case, Buffets Inc.'s legal advisors are
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young, Conaway,
Stargatt & Taylor, LLP.  The Company's financial advisor is
Moelis, Inc.  Epiq Bankruptcy Solutions LLC is the claims and
notice agent.


CALAIS RESOURCES: Incurs $1.3-Mil. Net Loss in Nov. 30 Quarter
--------------------------------------------------------------
Calais Resources Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $1.29 million on $76,023 of revenue for the three months ended
Nov. 30, 2011, compared with a net loss of $408,894 on $0 of
revenue for the same period during the prior year.

The Company reported a net loss of $2.11 million on $76,023 of
revenue for the six months ended Nov. 30, 2011, compared with a
net loss of $802,748 on $0 of revenue for the same period a year
ago.

The Company's balance sheet at Nov. 30, 2011, showed $254,931 in
total assets, $12.44 million in total liabilities and a $12.18
million total shareholders' deficit.

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

                       http://is.gd/tB8Opn

                      About Calais Resources

Nederland, Colorado-based Calais Resources, Inc. (Pink Sheets:
CAAUF) is an exploration and development company and owns and
operates the Cross/Caribou gold and silver mine operations in
Colorado and the White Caps mine operation in Manhattan, Nevada.
The company is currently in the initial stages for reviewing the
reopening of the fully permitted Cross Mine which includes
planning to resume underground exploration activities in Colorado
and surface exploration in Nevada.


CAMPOSOL HOLDING: Moody's Assigns (P)B3 Corporate Family Rating
---------------------------------------------------------------
Moody's Latin America has assigned a first-time provisional (P) B3
corporate family rating to Camposol Holding Plc. (Camposol). At
the same time, Moody's assigned a provisional (P) B3 rating to
Camposol's proposed US$ 125 million notes. The provisional ratings
are assigned pending the successful placement of the proposed
notes. The ratings outlook is stable.

RATINGS RATIONALE

The (P) B3 ratings reflect the company's small operating scale,
limited historical track record in its current business model,
high leverage, and our expectations of negative free cash
generation next year due to growth investments. The ratings also
reflect the sensitivity of the operations to the volatility of the
agribusiness industry, as well as cyclical variations in demand
for its food products. In addition, the 24,216 hectares of
plantations owned by the company, out of which 6,440 are currently
planted, are concentrated along the Northern Peruvian coast, which
exposes its operations to weather and disease-related risks.

The ratings are supported by the company's position as one of the
largest fully integrated agribusiness corporations in Peru that
includes production, packaging and distribution of agricultural
products. The rating reflects Camposol's large holdings of arable
land as well as its diversified product mix comprised of a varied
range of fruits and vegetables which allows the company to drive
growth through expansion and product mix shifts without
substantial additional capital expenditures needs.

The stable ratings outlook is based on Moody's expectation that
Camposol will improve earnings trends over the near term,
especially in the growing avocado segment, which is benefiting
from tight global supply. The stable outlook also reflects our
assumption that the company will be able to fund its substantial
near-term investment program without increasing negative free cash
flow or requiring material further external funding.

An upgrade of the ratings could result if Camposol continues to
strengthen revenues while maintaining its operating margins.
Quantitatively, upward momentum could result if Camposol's total
adjusted debt to EBITDA is sustained below 3 times on a 3-year
average basis (4.5 times as of the last twelve months ending
September 30, 2011) and retained cash flow to adjusted net debt is
sustained above 15% on a 3-year average basis (11% as of the last
twelve months ending September 30, 2011).

A downgrade of the ratings could result from a prolonged slowdown
in its end markets that caused sustained agribusiness price
declines and a deterioration in operating margins. Quantitatively,
a downgrade in the ratings or outlook could be caused if adjusted
debt/EBITDA rises above 5.0x or EBITA to interest expense is less
than 1.5 times on a 3-year average basis, both for an extended
period of time.

Camposol is a public company headquartered in Peru and listed in
Oslo, Norway. The company plants, harvests, processes and exports
white and green asparagus (fresh, frozen and preserved), avocados,
mangos, peppers and table grapes. For the last twelve months ended
September 30, 2011 the company reported total revenues of US$151
million.

The principal methodologies used in rating Camposol Holding was
Global Food - Protein and Agriculture Industry published in
September 2009.


CATALYST PAPER: Chapter 15 Case Summary
---------------------------------------
Chapter 15 Petitioner: Brian Baarda

Chapter 15 Debtor: Catalyst Paper Holdings Inc.
                   2101 Fourth Avenue, Suite 1950
                   Seattle, WA 98121

Chapter 15 Case No.: 12-10219

Type of Business: The debtor is a specialty paper and newspaper
                  producer.

Chapter 15 Petition Date: January 17, 2012

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

Judge: Peter J. Walsh

Debtor's Counsel: Van C. Durrer, II, Esq.
                  SKADDEN ARPS SLATE MEAGHER & FLOM LLP
                  300 South Grand Avenue
                  Los Angeles, CA 90071-3144
                  Tel: (213) 687-5000
                  Fax: (213) 687-5600
                  E-mail: van.durrer@skadden.com

Estimated Assets: More than $1 billion

Estimated Debts: More than $1 billion

The Company did not file a list of creditors together with its
petition.

Affiliates that simultaneously filed Chapter 15 petitions:

        Debtor                        Case No.
        ------                        --------
Catalyst Paper General Partnership    12-10220
Catalyst Paper Corporation            12-10221
Pacifica Papers U.S. Inc.             12-10222
Pacifica Poplars Inc.                 12-10223
Pacifica Papers Sales Inc.            12-10224
Catalyst Paper (USA) Inc.             12-10225
Catalyst Paper (Recycling) Inc.       12-10226
Catalyst Paper (Snowflake) Inc.       12-10227
The Apache Railway Company            12-10228
Catalyst Pulp Operations Limited      12-10229
Catalyst Pulp Sales Inc.              12-10230
Pacifica Poplars Ltd.                 12-10231
Catalyst Pulp and Paper Sales Inc.    12-10232
Catalyst Paper Energy Holdings Inc.   12-10233
Elk Falls Pulp and Paper Limited      12-10234
0606890 B.C. Ltd.                     12-10235


CAPTAIN HULBERT: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Captain Hulbert House, LLC
        212-07 33rd Road
        Bayside, NY 11361

Bankruptcy Case No.: 12-40161

Chapter 11 Petition Date: January 12, 2012

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Joel B. Rosenthal

Debtor's Counsel: Pro Se

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

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

The Company's list of its six largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nyeb12-40161.pdf

The petition was signed by Tina S. Nonas, member.


CATSKILL CONSTRUCTION: Case Summary & Creditors List
----------------------------------------------------
Debtor: Catskill Construction Corp.
        5023 Main Street
        South Fallsburg, NY 12779

Bankruptcy Case No.: 12-35104

Chapter 11 Petition Date: January 18, 2012

Court: U.S. Bankruptcy Court
       Southern District of New York (Poughkeepsie)

Judge: Cecelia G. Morris

Debtor's Counsel: Thomas Genova, Esq.
                  GENOVA & MALIN
                  Hampton Business Center
                  1136 Route 9
                  Wappingers Falls, NY 12590-4332
                  Tel: (845) 298-1600
                  Fax: (845) 298-1265
                  E-mail: genmallaw@optonline.net

Scheduled Assets: $805,000

Scheduled Liabilities: $1,021,898

The Company's list of its six largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nysb12-35104.pdf

The petition was signed by Nachman Kanovsky, president.


CDC CORP: Sues Subsidiary CDC Software to Stop Sale
---------------------------------------------------
American Bankruptcy Institute reports that CDC Corp. sued one of
its subsidiaries on Tuesday to block the acquisition of two
companies by a private investment firm, arguing that the sale of
these companies would cause CDC Corp. shareholders to "lose
substantial value."

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 CORP: U.S. Trustee Seeks Turnover of Management
---------------------------------------------------
Dow Jones' DBR Small Cap reports that a federal watchdog is
protesting an Atlanta judge's decision to keep the executive team
in power at technology provider CDC Corp. throughout its
bankruptcy case, arguing that its reorganization should be guided
by an outside professional as the company tries pay off a hefty
$65 million judgment owed to a California hedge-fund investor.

                         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.


CIT GROUP: Redeeming $500MM of Notes as It Continues to Trim Debt
-----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Business lender
CIT Group Inc. will redeem $500 million of second-lien notes,
continuing its efforts to trim its debt.

                          About CIT Group

Founded in 1908, CIT Group (NYSE: CIT) -- http://www.cit.com/
-- is a bank holding company with more than $34 billion in
financing and leasing assets.  A member of the Fortune 500, it
provides financing and leasing capital to its more than one
million small business and middle market clients and their
customers across more than 30 industries.

CIT Group Inc. and affiliate CIT Group Funding Company of Delaware
LLC filed for Chapter 11 (Bankr. S.D.N.Y. Case No. 09-16565) on
Nov. 1, 2009, with a prepackaged Chapter 11 plan of
reorganization.  Evercore Partners, Morgan Stanley and FTI
Consulting served as the Company's financial advisors and Skadden,
Arps, Slate, Meagher & Flom LLP served as legal counsel in
connection with the restructuring plan.  Sullivan & Cromwell
served as legal advisor to CIT's Board of Directors.

The Court validated the vote of CIT's impaired classes of
creditors and confirmed the Plan on Dec. 8, 2009.  The Plan
provided for the conversion to equity or reinstatement of seven
classes of debt issued primarily in the form of notes and
debentures; one class of unsecured notes was exchanged for new
debt.  General unsecured creditors, including holders of claims
arising from the rejection of executory contracts, were paid in
full and deemed unimpaired.  Holders of preferred and common
stock, as well as subordinated claims, received no recovery.

CIT emerged from bankruptcy protection on Dec. 11, 2009.

                           *     *    *

In May 2011, Moody's Investors Service upgraded CIT Group Inc.'s
Corporate Family Rating to 'B2' from 'B3'.  The rating outlook is
stable.  The upgrade reflects the progress CIT has made addressing
its most immediate organizational, operational, and financial
challenges subsequent to its bankruptcy reorganization in December
2009.  Moody's, however, notes that CIT's weak margins and
uncertainty regarding the pace and adequacy of future margin
improvements are constraints on the firm's ratings.

As reported by the Troubled Company Reporter on Aug. 7, 2011,
Dominion Bond Rating Service affirmed CIT's ratings, including its
Issuer Rating of B (high), unchanged following the Company's
second quarter 2011 financial results.


CKX ENTERTAINMENT: Moody's Gives 'B3', Still In Talks for Idol
---------------------------------------------------------------
Moody's Investors Service assigned CKX Entertainment, Inc  a B3
Corporate Family Rating (CFR) and B3 Probability of Default
Rating, as well as B1 (LGD2, 26%) ratings to the company's $200
million Senior Secured 1st Lien Term Loan and $35 million Senior
Secured Revolver, and a Caa2 (LGD5, 79%) rating to its $160
million Senior Secured 2nd Lien Term Loan. The existing $35
million Revolver remains in place at CKX, Inc., an intermediate
holding company, and is currently undrawn. Proceeds of this
transaction were used to refinance CKX's bridge facility put in
place in June when Apollo Group Management, LLC (Apollo) purchased
the company for an implied equity value of $511 million. The
Outlook for CKX is Stable.

Issuer: CKX Entertainment, Inc.

   -- Corporate Family Rating, Assigned B3

   -- Probability of Default Rating, Assigned B3

   -- $200 million Senior Secured 1st Lien Term Loan due 2017,
      Assigned B1 (LGD2, 26%)

   -- $160 million Senior Secured 2nd Lien Term Loan due 2018,
      Assigned Caa2 (LGD5, 79%)

   Outlook, Stable

Issuer CKX, Inc.

   -- $35 million Senior Secured 1st Lien Revolver due 2016,
      Assigned B1 (LGD2, 26%)

RATING RATIONALE

CKX's B3 CFR reflects the company's moderately high LTM leverage
of 4.9x as of September 30, 2011 (including Moody's standard
adjustments and including approximately $23 million of preferred
shares treated as debt), its high concentration of EBITDA
attributable to the American Idol (Idol) television show and
ancillary revenue, weaker than anticipated 2011 performance from
Idol ancillary businesses and Graceland operations, the expected
cancellation of its Viva Elvis show, as well as Moody's
expectation of an increase in competition from similarly themed
entertainment based shows resulting in potential rating and
revenue deterioration at Idol and So You Think You Can Dance
(SYTYCD). Ratings are also constrained by the company's modest
scale and Moody's belief that leverage will increase over time
absent a deleveraging acquisition. Moody's believes that the
company will need to find a replacement for SYTYCD in the future
and will look for potential acquisition opportunities for more
sustainable revenues, potentially adding incremental debt to the
balance sheet.

CKX's ratings are supported by the strength derived by its co-
ownership of the Idol and to a lesser extent its SYTYCD television
shows, its 85% ownership in Elvis Presley Enterprises (including
its Graceland operations which over time are expected to provide
more reliable long-term revenues), and improvements to its EBITDA
margin as a result of aggressive cost cutting in 2010. Moody's
expects margins will remain near current levels (mid-to-low 30%
range) over the short-term, but will likely see compression as
higher margin revenues from its Idol ancillary businesses decline
over time. The ratings are also supported by the company's
positive free cash flow and minimal maintenance capital
expenditures, although most excess cash will likely be reinvested
in the business, including potential near term capital
improvements to its Graceland property and future acquisitions.

The completion of its negotiations with Fox on a new multi-year
contract for Idol will provide greater clarity on future
performance.  However, Moody's remains concerned that much of the
company's higher margin Idol ancillary revenues are directly
attributable to the success of the show and Moody's expects these
revenues to be more dramatically impacted by rating declines.

The B1 (LGD2, 26%) rating on the company's Senior Secured Revolver
and 1st Lien Term Loan receive lift from the $160 million 2nd Lien
Term Loan (Caa2 LGD5, 79%), despite limitations on the collateral
and bond like covenant package for the 1st lien Term Loan that
contain no maintenance covenants. The revolver has a 3.75x senior
secured maintenance covenant when the revolver is drawn. The 1st
lien Term Loan is secured by the material assets of the borrower,
but exclude cash and assets at Elvis Presley Enterprises and
material Idol contracts (although it is secured by a pledge of the
equity interests). Despite the senior secured nature of the term
loan, the debt is structured like a note instead of a traditional
term loan with an incurrence test as the only limitation against
the issuance of additional debt, no required amortization payment,
and a fixed interest rate. CKX owns two-thirds of Idol (one-third
owned by FremantleMedia Limited), but CKX receives approximately
half of the economic proceeds. Similarly, SYTYCD is a joint
venture with DCP Corp. with all economic benefits shared equally.

The Stable Outlook reflects Moody's expectation that the company
will continue to benefit from the strength of its Idol television
show and Graceland operations over the next 18 -- 24 months. The
success of these segments will be mitigated by the anticipated
loss of its Viva Elvis show, the expected decline of its Idol
brand over time which is facing increasing competition from
similarly themed shows, and the maturity of its SYTYCD brand which
Moody's expects to lead to increased leverage levels absent a
deleveraging acquisition.

Moody's would consider an upgrade if the company were to generate
new sustainable growth opportunities which do not result in
incremental leverage and allow the company to reduce and maintain
leverage below the 4.75x range (including Moody's standard
adjustments and preferred shares), while continuing to generate
free cash flow.

The ratings could face downward pressure if the ratings for Idol
and SYTYCD television shows meaningfully decline and put future
revenue and EBITDA generation at risk. If leverage were expected
to exceed and remain above 6.75x, Moody's would consider a
downgrade.

CKX's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (ii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside CKX's core industry and
believes CKX's ratings are comparable to those of other issuers
with similar credit risk. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

CKX Entertainment, Inc. ("CKX"), with its headquarters in New
York, owns and develops entertainment content worldwide. It holds
rights to the name, image and likeness of Elvis Presley and
operations at Graceland through its 85% ownership of Elvis Presley
Enterprises, the rights to the name, image and likeness of
Muhammad Ali through its 80% ownership of Muhammad Ali
Enterprises, and proprietary rights to the IDOLS television brand
including the American Idol and So You Think You Can Dance series
through its co-ownership of these brands. The company has three
reporting segments: 19 Entertainment (79% of LTM revenues), Elvis
Presley Enterprises (20%), and Muhammad Ali Enterprises (1%). For
LTM through September 30, 2011 the company generated revenue of
approximately $258 million. Apollo Global Management, LLC (Apollo)
purchased CKX in June for an implied equity value of $511 million
and an enterprise value of $572 million.


CKX ENTERTAINMENT: S&P Assigns 'B' as Idol Still "Stable"
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to CKX Entertainment Inc., which we rate on a
consolidated basis with its operating subsidiary, CKX Inc.
The rating outlook is stable.

"At the same time, we assigned CKX Inc.'s $35 million first-lien
revolving credit facility due 2016 our issue-level rating of 'B+'
(one notch higher than the 'B' corporate credit rating) with a
recovery rating of '2', indicating our expectation of substantial
(70% to 90%) recovery for lenders in the event of a payment
default. We also assigned CKX Entertainment Inc.'s new $200
million first-lien senior secured term loan due 2017 our issue-
level rating of 'B+' with a recovery rating of '2'," S&P said.

"Our 'B' corporate credit rating on CKX Entertainment Inc.
incorporates our assumption of stable operating performance at the
company's key franchise, 'American Idol,' over at least the next
few seasons, but reflects the potential for declines in later
years," said Standard & Poor's credit analyst Michael Altberg.

"In our opinion, CKX's business risk profile is 'weak' (based on
our criteria), owing to its heavy reliance on the IDOLS brand and,
to a lesser extent, 'So You Think You Can Dance.' We regard the
company's financial risk profile as 'aggressive,' based on pro
forma lease-adjusted debt leverage of 4.5x and lack of
amortization on the new term loans, which could create refinancing
risk when this debt becomes due in 5.5 to 6.5 years from now, when
CKX's key shows will likely draw lower ratings than currently,"
S&P said.

CKX owns, develops, and commercializes entertainment content. It
owns the rights to the IDOLS television brand, including the
"American Idol" series and 40 local adaptations of the show
broadcast in over 100 countries. In the U.S., the company co-
produces "American Idol" with FreemantleMedia Ltd., and retains
50% of TV license fees after production costs. The company's
intellectual property (IP)-related assets consist of copyrights to
albums released by "American Idol" finalists, as well as the co-
ownership of the name, image, and likeness of Elvis Presley and
Muhammad Ali. "We view these assets as relatively more stable,
although replenishment of the music catalog partly depends on the
success and popularity of the 'American Idol' franchise. While
over-dependence on IDOLS is the overriding risk, in our view,
CKX's reliance on audience viewing habits, increased competition
in the reality-based talent contest format, and the risks of
declining ratings over the finite lifecycle of most television
shows pose additional risks. In our opinion, a falloff in ratings
at 'American Idol' could have negative repercussions for revenue
generated from music touring, record sales, merchandizing, artist
management, and, to a lesser extent, foreign syndication," S&P
said.

"Future growth will be contingent on the continued success of the
company's programming portfolio, which we believe will be
influenced by competing shows, the ongoing quality of on-air
contestants and celebrity judges, and the potential for frequent
turnover of judges and hosts. Under our base case scenario, we
believe the EBITDA margin could expand to roughly 32% to 33% in
2012, owing to higher revenue together with cost savings from 2010
restructuring efforts. Future EBITDA margin expansion will depend
on the number of program hours ordered by Fox for key shows,
audience ratings performance, and potential increased investment
in existing and new content," S&P said.


CKX ENTERTAINMENT: S&P Assigns 'CCC+' Rating to $160MM Term Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned CKX Entertainment
Inc.'s new $160 million second-lien senior secured term loan due
2018 our issue-level rating of 'CCC+' (two notches below the 'B'
corporate credit rating on the company). "We also assigned this
debt a recovery rating of '6,' indicating our expectation of
negligible (0% to 10%) recovery for lenders in the event of a
payment default," S&P said.

CKX owns, develops, and commercializes entertainment content. It
owns the rights to the IDOLS television brand, including the
"American Idol" series and 40 local adaptations of the show
broadcast in over 100 countries. "Our corporate credit rating on
the company is 'B' and our rating outlook is stable. The rating
incorporates our assumption of stable operating performance
at the company's key franchise, 'American Idol,' over at least the
next few seasons, but reflects the potential for declines in later
years. In our opinion, CKX's business risk profile is 'weak'
(based on our criteria), owing to its heavy reliance on the IDOLS
brand and, to a lesser extent, 'So You Think You Can Dance.' We
regard the company's financial risk profile as 'aggressive,' based
on pro forma lease-adjusted debt leverage of 4.5x and lack
of amortization on the new term loans, which could create
refinancing risk when this debt becomes due in 5.5 to 6.5 years
from now, when CKX's key shows will likely draw lower ratings than
currently," S&P said.

Ratings List

CKX Entertainment Inc.
Corporate Credit Rating                        B/Stable/--

New Rating

CKX Entertainment Inc.
$160M second-lien sr secd term loan due 2018   CCC+
   Recovery Rating                              6


CATALYST PAPER: Says CBCA Case Not a Bankruptcy Proceeding
----------------------------------------------------------
Catalyst Paper Corporation has applied for and received an initial
court order under the Canada Business Corporations Act (CBCA) to
commence the consensual restructuring process with its noteholders
announced on Jan. 14, 2012.  The Company said contrary to certain
media reports this is not a bankruptcy proceeding.  The Company is
also seeking recognition of these proceedings with the U.S. Court
in order for the Canadian order under the CBCA to be recognized in
the United States.

The Company will continue to operate and satisfy its obligations
to trade creditors, customers, employees and retirees in the
ordinary course of business during this restructuring process.

Further information concerning the recapitalization is contained
in the Agreement, a copy of which is available on SEDAR
(www.sedar.com), EDGAR (www.sec.gov) and the Company's web page
(www.catalystpaper.com).  Investors who have questions about the
recapitalization may contact Nancy Turner of Perella Weinberg
Partners, the financial advisor for Catalyst Paper, at 415-671-
4550.

                        About Catalyst Paper

Catalyst Paper Corp. -- http://www.catalystpaper.com/--
manufactures diverse specialty mechanical printing papers,
newsprint and pulp.  Its customers include retailers, publishers
and commercial printers in North America, Latin America, the
Pacific Rim and Europe.  With four mills, located in British
Columbia and Arizona, Catalyst has a combined annual production
capacity of 1.9 million tons.  The Company is headquartered in
Richmond, British Columbia, Canada and its common shares trade on
the Toronto Stock Exchange under the symbol CTL.

Catalyst Paper in January 2012 applied for and received an initial
court order under the Canada Business Corporations Act (CBCA) to
commence a consensual restructuring process with its noteholders.

Affiliate Catalyst Paper Holdings Inc., sought creditor protection
under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case
No. 12-10219) on Jan. 17, 2012.  The company is seeking
recognition of these proceedings with the Delaware Court in order
for the Canadian order under the CBCA to be recognized in the
United States.

The company will continue to operate and satisfy its obligations
to trade creditors, customers, employees and retirees in the
ordinary course of business during this restructuring process.

Catalyst on Dec. 15, 2011, deferred a US$21 million interest
payment on its outstanding 11.00% Senior Secured Notes due 2016
and Class B 11.00% Senior Secured Notes due 2016 due on Dec. 15,
2011.  Catalyst said it was reviewing alternatives to address its
capital structures and it is currently in discussions with
noteholders.  Perella Weinberg Partners served as the financial
advisor.

In early January 2012, Catalyst said it had entered into a
restructuring agreement, which will see its bondholders taking
control of the company and includes an exchange of debt for
equity.  The agreement said it would slash the company's debt by
C$315.4 million ($311 million) and reduce its cash interest
expenses.  Catalyst also said it will continue to "operate and
satisfy" its obligations to customers, trade creditors, employees
and retirees in the ordinary course of business during the
restructuring process.

Catalyst Paper joins a line of paper producers that have succumbed
to higher costs, increased competition from Asia and Europe, and
falling demand as more advertisers and readers move online.  Last
year, Cerberus Capital-backed NewPage Corp. filed for bankruptcy
protection, followed by SP Newsprint Co., owned by newsprint
magnate and fine art collector Peter Brant.  In December, Wausau
Paper said it will close its Brokaw mill in Wisconsin, cut 450
jobs and exit its print and color business.


CIRCLE STAR: Merrill Richards Appointed as Director
---------------------------------------------------
Pursuant to Article 3, Section 9 of the Bylaws of Circle Star
Energy Corp., the Board of Directors of the Company, appointed
Thomas Merrill Richards, as a director of the Company to fill a
vacancy.

Mr. Richards is an oil and gas attorney.  Mr. Richards graduated
with a B.A. in Finance at Texas Tech University.  He earned his
Doctorate of Law at Baylor University.  Mr. Richards is the
Founder and President of "Books for Belize", a Texas company that
provides children's books to Central America Countries.  He is a
Managing Partner and Owner of Richards Cattle Company, and the
Founder and President of Redco, Inc., an Oil and Gas Exploration
Company.  Mr. Richards is a member of the Presidents Council at
Texas Tech University.  Mr. Richards was formerly the Land and
Lease Manager of Cano Petroleum, Inc., a Fort Worth based Oil and
Gas Enhanced Recovery Company.

                         About Circle Star

Houston, Tex.-based Circle Star Energy Corp. owns royalty,
leasehold, operating, net revenue, net profit, reversionary and
other mineral rights and interests in certain oil and gas
properties in Texas. The Company's properties are in Crane,
Scurry, Victoria, Dimmit, Zavala, Grimes, Madison, Robertson,
Fayette, and Lee Counties.

The Company has sustained losses in all previous reporting periods
with an inception to date loss of $3.8 million as of July 31,
2011.  "There is substantial doubt about the Company's ability to
continue as a going concern," the Company said in the filing.

The Company reported a net loss of $6.46 million on $509,971 of
total revenues for the six months ended Oct. 31, 2011, compared
with a net loss of $11,172 on $0 of total revenues for the same
period a year ago.

The Company's balance sheet as of Oct. 31, 2011, showed $3.47
million in total assets, $5.84 million in total liabilities, and a
$2.37 million total stockholders' deficit.


COLFAX CORP: S&P Assigns 'BB' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to Fulton, Md.-based fluid-handling products
manufacturer Colfax Corp. The outlook is stable.

At the same time, Standard & Poor's assigned its 'BB+' issue-level
rating (one notch higher than the corporate credit rating) to the
company's $2.1 billion five-year senior secured credit facility.
The recovery rating is '2', indicating that lenders could expect
substantial (70% to 90%) recovery in a payment default scenario.

"The ratings on Colfax reflect the company's 'satisfactory'
business risk profile and 'aggressive' financial risk profile,
based on Standard & Poor's criteria. The acquisition of Charter
International, which generated $2.7 billion in sales in 2010
(about 80% of Colfax's pro forma total sales), will transform
Colfax from a niche market player to a multiplatform industrial
company," S&P said.

"Although credit ratios will initially be somewhat weak for the
rating, we believe that the resulting improvement in Colfax's cash
flow and operations will enable the company to achieve credit
measures consistent with the corporate credit rating within 12 to
18 months," said Standard & Poor's credit analyst Gregoire Buet.

Colfax is a well-established niche player in the industrial pump
industry. Charter is organized into two operating groups: ESAB, a
welding and cutting company (two-thirds of 2010 sales), and
Howden, a manufacturer of air and gas handling products (one-third
of 2010 sales).

Both Colfax and Charter compete in cyclical and fragmented
industrial markets, with end markets consisting of general
industrial, commercial marine, oil and gas, power generation, and
defense sectors. Charter's large installed equipment base will
allow the combined company to generate a sizeable portion of
revenue from aftermarket or consumables sales, which tend to be
more stable and have higher margins than original equipment
revenues.


COMMERCIAL METALS: S&P Affirms 'BB+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services removed all of its ratings on
Irving, Texas-based Commercial Metals Co. (CMC) from CreditWatch,
where it placed them with negative implications on Nov. 29, 2011.
"We have affirmed our ratings on CMC, including the 'BB+'
corporate credit rating. The outlook is stable," S&P said.

"We also assigned a '3' recovery rating to the company's senior
unsecured debt, indicating our expectation that investors can
expect to receive a meaningful recovery (50% to 70%) in the event
of a payment default. At the same time, we withdrew our 'A-3'
short-term corporate credit and CP ratings on CMC," S&P said.

"The CreditWatch action reflects our assessment of CMC's financial
policy and capital structure following IEP's attempted hostile
takeover," said Standard & Poor's credit analyst Maurice Austin.

IEP announced that the tender offer for all outstanding shares of
common stock of CMC expired at midnight, Tuesday, Jan. 10, 2012,
and approximately 23% of the shares were tendered. Since it did
not receive 40.1% of the shares needed, IEP will discontinue its
proxy fight and has withdrawn its nominees for election to the
CMC's board.

"It was our belief that a successful takeover had the potential to
cause CMC to adopt a more-aggressive financial policy and possibly
increase debt significantly," said Mr. Austin.

"The rating on CMC reflects our assessment of the company's
business risk profile as 'fair' under our criteria, highlighted by
the competitive and highly cyclical nature of the steel industry
in general, and CMC's sharply lower profitability during the
current downturn in particular. It's our opinion that these
factors will be somewhat offset over the longer term by the
company's position as an efficient producer and by the diversity
of its metals-related business mix. Our assessment of CMC's
financial risk as 'intermediate' (as our criteria define the term)
assumes that EBITDA will gradually improve and cyclically high
leverage (above 5x currently) will return to the 2x to 3x range
over the next two years on improved sales volumes and easing cost
pressure," S&P said.

CMC manufactures commodity steel rebar and merchant bar used in a
broad range of industrial, construction, and transportation
applications.


CORAL CORPORATION: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Coral Corporation
        #623 Ave. Ponce De Leon, Suite 504B
        San Juan, PR 00917

Bankruptcy Case No.: 12-00207

Chapter 11 Petition Date: January 16, 2012

Court: U.S. Bankruptcy Court
       District of Puerto Rico

Judge: Brian K. Tester

Debtor's Counsel: George Otero Calero, Esq.
                  BUFETE OTERO & ASSOCIATES
                  P.O. Box 732
                  Bayamon, PR 00956-0000
                  Tel: (787) 798-6290
                  Fax: (787) 780-6808
                  E-mail: otero_and_assoc@hotmail.com

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

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

The Company's list of its five largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/prb12-00207.pdf

The petition was signed by Edgardo Francisco Rivera Maldonado,
president.


CROWN MEDIA: Extends Employment of Charles Stanford to 2013
-----------------------------------------------------------
Crown Media Holdings, Inc., on Jan. 12, 2012, entered into a new
employment agreement with Charles Stanford, Executive Vice
President and General Counsel, effective Jan. 1, 2012.  Mr.
Stanford's new employment agreement has a term through Dec. 31,
2013, and provides for an annual base salary of $543,470, which
will be considered for an adjustment in March 2013 and each March
during any extension of the employment agreement beyond 2013.

In addition to his salary, Mr. Stanford will be eligible to
receive an annual performance bonus at a target rate not less than
30% of his annual salary earned and based on achievement of
criteria established by the Company's Compensation Committee.  He
will also be eligible to receive a long term incentive award
pursuant to the Company's 2000 Long Term Incentive Plan at a
target of annual salary established by the Compensation Committee.

Pursuant to the new employment agreement, if the Company
terminates employment without cause prior to the expiration
thereof, Mr. Stanford will be entitled to 12 months base salary,
paid in a lump sum discounted to the present value, pro rata bonus
through the date of termination, settlement of any award pursuant
to an incentive agreement executed under the Company's 2000 Long
Term Incentive Plan and other benefits which may be required by
law.

Additionally, Mr. Stanford may not compete with the Company during
the term of employment and, for one year following termination of
employment for any reason, may not employ any person who is
working for the Company as an officer, policymaker or in a high-
level creative development or distribution position at the date of
termination.

                         About Crown Media

Studio City, Calif.-based Crown Media Holdings, Inc. (NASDAQ:
CRWN) -- http://www.hallmarkchannel.com/-- owns and operates
cable television channels dedicated to high quality, broad appeal,
entertainment programming.  The Company currently operates and
distributes Hallmark Channel in both high definition (HD) and
standard definition (SD) to 90 million subscribers in the U.S.
Crown Media also operates a second 24-hour linear channel,
Hallmark Movie Channel, available in both HD and SD, which focuses
on family-friendly movies with a mix of classic theatrical films,
presentations from the acclaimed Hallmark Hall of Fame library,
original Hallmark Channel movies and special events.

The Company's balance sheet at Sept. 30, 2011, showed
$935.63 million in total assets, $717.89 million in total
liabilities and $217.74 million total stockholders' equity.

                          Going Concern

KPMG LLP, in Denver, the Company's independent registered public
accounting firm, rendered a going concern opinion in connection
with the financial statements included in the Company's annual
report on form 10-k for the year ended Dec. 31, 2009.  The
independent auditors noted of the Company's significant short-term
debt obligations.

KPMG LLP, however, did not issue a going concern opinion in its
report on the Company's 2010 financial statements.

                           *     *     *

As reported by the TCR on July 25, 2011, Standard & Poor's Ratings
Services assigned Studio City, Calif.-based cable network company
Crown Media Holdings Inc. its 'B' corporate credit rating.  The
outlook is stable.

"The stable rating outlook reflects our expectation that the
company could reduce its lease-adjusted leverage over the
intermediate term through EBITDA growth and modest debt repayment,
barring any unforeseen events," S&P said.


DOT VN: Louis Huynh Resigns from Board of Directors
---------------------------------------------------
Mr. Louis P. Huynh a director of Dot VN, Inc., tendered his
resignation as a director of the company.  Mr. Huynh's resignation
became effective immediately, he has served diligently since 2006.
Mr. Huynh has no disagreements with the Company in connection with
his resignation as a director.

The Company regrets but also respects Mr. Huynh's decision, and
the Company thank and acknowledge him for his service and
dedication, his guidance and his invaluable contributions to the
strategic direction of the Company.  Mr. Huynh will continue to
provide part-time services to the Company under his Oct. 4, 2011,
consulting agreement.

                           About Dot VN

Dot VN, Inc. (OTC BB: DTVI) -- http://www.DotVN.com/-- provides
Internet and telecommunication services for Vietnam and operates
and manages Vietnam's innovative online media web property,
http://www.INFO.VN
The Company is the "exclusive online global domain name registrar
for .VN (Vietnam)."  Dot VN is the sole distributor of Micro-
Modular Data Centers(TM) solutions and E-Link 1000EXR Wireless
Gigabit Radios to Vietnam and Southeast Asia region.  Dot VN is
headquartered in San Diego, California with offices in Hanoi,
Danang and Ho Chi Minh City, Vietnam.

Dot VN was incorporated in the State of Delaware on May 27, 1998,
under the name Trincomali Ltd.

The Company reported a net loss of $2.38 million on $464,886 of
revenue for the six months ended Oct. 31, 2011, compared with a
net loss of $2.95 million on $578,310 of revenue for the same
period a year ago.

The Company reported a net loss of $5 million on $1.01 million of
revenue for the year ended April 30, 2011, compared with a net
loss of $7.32 million on $1.12 million of revenue during the prior
year.

The Company's balance sheet at Oct. 31, 2011, showed $2.58 million
in total assets, $9.24 million in total liabilities and a $6.65
million total shareholders' deficit.

PLS CPA, in San Diego, Calif., noted that the Company's losses
from operations raise substantial doubt about its ability to
continue as a going concern.


EASTMAN KODAK: Bankruptcy Lenders Push Digital Patents to Auction
-----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Eastman Kodak
Co.'s $950 million bankruptcy loan calls for the struggling
company to lay out plans to auction its digital imaging patent
portfolio by the end of June, court papers said.

Technology companies like Apple Inc. and BlackBerry maker Research
In Motion Ltd. accelerated Eastman Kodak Co.'s slide into
bankruptcy court by playing hardball in patent negotiations, the
struggling film company said, according to Dow Jones' Daily
Bankruptcy Review.

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, voluntarily filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-10202) in
Manhattan.  Subsidiaries outside of the U.S. are not included in
the filing and will continue to operate as usual.

The Company, founded in 1880 by George Eastman, was once the
world's leading producer of film and cameras.  In recent years,
Kodak has been working to transform itself from a business
primarily based on film and consumer photography to a smaller
business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.

Having invested significantly in research and development for over
a century, Kodak has a vast portfolio of patents.  In 1975, Kodak
scientists invented the first digital camera.  Kodak then went on
to develop a vast collection of patented technologies to enhance
digital image capture and processing, technologies that are used
in virtually every modern digital camera, smartphone and tablet,
as well as numerous other devices.  Kodak has 8,900 patent and
trademark registrations and applications in the United States, as
well as 13,100 foreign patents and trademark registrations or
pending registration in roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Kodak says it has "significant" legacy liabilities, which include
$1.2 billion in non-U.S. pension liabilities, $1.3 billion of
Other Post-Employment Benefit ("OPEB") liabilities and roughly
$100 million in environmental liabilities.

Kodak has outstanding funded debt in an aggregate amount of
roughly $1.6 billion, consisting primarily of roughly: (a) $100
million outstanding under the first lien revolving credit facility
plus an additional $96 million in face amount of outstanding
letters of credit; (b) $750 million in principal amount of second
lien secured notes; (c) $400 million in principal amount of
convertible notes; and (d) $283 million in principal amount of
other senior unsecured debt.  Kodak also has roughly $425 million
in outstanding trade debt.

Kodak sought bankruptcy protection amid near-term liquidity issues
brought about by steeper-than-expected declines in Kodak's
historically profitable traditional businesses, and cash flow from
the licensing and sale of intellectual property being delayed due
to litigation tactics employed by a small number of infringing
technology companies with strong balance sheets and an awareness
of Kodak's liquidity challenges.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtor.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.


EASTMAN KODAK: Unable to Cope When Innovation Came Along
--------------------------------------------------------
Hank Lucas, the Robert H. Smith Professor of Information systems,
the Robert H. Smith School of Business at the University of
Maryland, has written the forthcoming book, Searching for
Survival: Lessons from Disruptive Technologies (Praeger, June
2012).  It includes a chapter, "Kodak Misses its Moment."

Mr. Lucas says Kodak is a tragic example of a company that had
everything going for it, but was unable to cope when innovative
digital technologies came along.  Kodak's demise was brought about
not by a single event, but as with many disasters, a series of
conditions and events brought the company down.

These include:

  * Kodak's own invention of the digital camera in 1975.

  * The firm's inability to understand that others flooding the
market with digital cameras, combined with the Internet, changed
the process by which people captured and shared images.

  * The company's rigid bureaucratic structure prevented it from
responding quickly to threats.

  * Senior management was unable to convince middle managers to
move away from their analog, chemical and film mindset.

  * Management was distracted by foreign competition (e.g. Fuji)
in film and a suit by Polaroid on instant photography.

  * Kodak exhibited a certain amount of arrogance thinking that it
could control the pace at which consumers converted from film to
digital photography.

  * The company wanted to protect its cash cow film business as
long as possible.

  * Over the years Kodak tried to diversify into unrelated fields
and then pulled out.

  * One hundred-plus years of success and a market share that at
times exceeded 90 percent.

These factors led to skepticism about digital photography and
denial of the threat to Kodak from digital technologies, says Mr.
Lucas.  Kodak appears to have never understood the Internet and
digital technologies.

Current CEO, Antonio Perez, came from Hewlett Packard's printer
division, and picked up on Kodak's research in this area to turn
the company into a manufacturer of consumer and commercial
printers while living off of its patent inventory.  Unfortunately,
this strategy has taken too long to work as Kodak has less than a
three-percent market share of printers and is rapidly running out
of cash.  It is trying to sell its patent trove, which is a little
like cutting off your arm as one analyst put it.

Now, Kodak has joined a growing list of companies like Blockbuster
and Borders.  For a these firms, the new business models based on
technological innovations were well publicized, but the incumbents
did not respond until too late, and then they were unable even to
copy their competitors, much less come up with something more
innovative themselves.  Kodak's inability to respond to a digital
world has been a disaster for its employees.  In the 1980s the
company employed 145,000 people around the world.  Today that
number is around 19,000, and with a bankruptcy filing imminent,
their jobs are in jeopardy, as well.

What's a company to do? For Kodak, it may be all over at this
point.  In bankruptcy, Kodak can sell its patent portfolio, find a
buyer for its printer business and liquidate.  Hopefully Kodak's
story will be a lesson for other companies confronted by
technological innovations: You cannot wait, and your response must
be bold.

                  Kodak Should Have Folded Earlier

Brent Goldfarb, associate professor of entrepreneurship and
management, recently co-authored "Optimal Inertia: When
Organizations Should Fail" recently in the journal Ecology and
Strategy.  He says Kodak is one such company that should have
"failed," or closed down in an orderly fashion, instead of turning
to bankruptcy.

Kodak has been faced with a particularly difficult problem.  The
production of film is a very sensitive process, and for this
reason Kodak was a rigid organization - as small mistakes could
have large consequences.  This made the transition to digital
costly.  Ironically, Kodak was reasonably successful in their
transition and quickly achieved a market leading position. The
problem was that market leadership in a low-margin business is not
a great prize.  Kodak has not been a victim of poor management,
rather, the poor circumstance of being on the wrong side of
creative destruction; its fate largely unavoidable.

Instead of trying to pursue the digital photography market,
(Kodak) would have been better off slowly shutting down while
profiting as much as possible from the dying film market.  While
this is a terrible outcome for Kodak stakeholders, particularly
employees, history did not treat the company kindly anyway.  They
might have been better off trying to provide enough resources to
the employees being displaced and to those managing the shrinking
enterprise so as to ensure continuity and thereby extracting as
much profit as possible from the market.  They could then return
what's left to the shareholders, whose dividends are increased
further with the company not plowing money back into research and
development.

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, voluntarily filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-10202) in
Manhattan.  Subsidiaries outside of the U.S. are not included in
the filing and will continue to operate as usual.

The Company, founded in 1880 by George Eastman, was once the
world's leading producer of film and cameras.  In recent years,
Kodak has been working to transform itself from a business
primarily based on film and consumer photography to a smaller
business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.

Having invested significantly in research and development for over
a century, Kodak has a vast portfolio of patents.  In 1975, Kodak
scientists invented the first digital camera.  Kodak then went on
to develop a vast collection of patented technologies to enhance
digital image capture and processing, technologies that are used
in virtually every modern digital camera, smartphone and tablet,
as well as numerous other devices.  Kodak has 8,900 patent and
trademark registrations and applications in the United States, as
well as 13,100 foreign patents and trademark registrations or
pending registration in roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Kodak says it has "significant" legacy liabilities, which include
$1.2 billion in non-U.S. pension liabilities, $1.3 billion of
Other Post-Employment Benefit ("OPEB") liabilities and roughly
$100 million in environmental liabilities.

Kodak has outstanding funded debt in an aggregate amount of
roughly $1.6 billion, consisting primarily of roughly: (a) $100
million outstanding under the first lien revolving credit facility
plus an additional $96 million in face amount of outstanding
letters of credit; (b) $750 million in principal amount of second
lien secured notes; (c) $400 million in principal amount of
convertible notes; and (d) $283 million in principal amount of
other senior unsecured debt.  Kodak also has roughly $425 million
in outstanding trade debt.

Kodak sought bankruptcy protection amid near-term liquidity issues
brought about by steeper-than-expected declines in Kodak's
historically profitable traditional businesses, and cash flow from
the licensing and sale of intellectual property being delayed due
to litigation tactics employed by a small number of infringing
technology companies with strong balance sheets and an awareness
of Kodak's liquidity challenges.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtor.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.


EASTMAN KODAK: S&P Cuts Corp. Credit Rating to 'D' on Bankruptcy
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Rochester, N.Y.-based Eastman Kodak Co. to 'D'
from 'CCC-' and removed the ratings from CreditWatch with
negative implications.

The downgrade follows Kodak's announcement that it and its U.S.
subsidiaries filed voluntary petitions for chapter 11
reorganization in the U.S. Bankruptcy Court for the Southern
District of New York. The company's non-U.S. subsidiaries are not
included in the filing, and Kodak expects these subsidiaries to
continue operating in ordinary course. Kodak expects to complete
its U.S.-based restructuring during 2013.

Kodak's voluntary bankruptcy filing relates to continued
deterioration in the company's operations from declines in
traditional imaging, less favorable terms demanded by trade
creditors in recent months, and new business investment funding
requirements.

The company announced that it has obtained a fully committed $950
million debtor-in-possession (DIP) credit facility with an 18-
month maturity from Citigroup. "We are reviewing the effect of the
DIP facility, which has a priority claim, on the recovery estimate
for the second-lien notes," S&P said.

As of the petition date, Kodak had outstanding about $100 million
drawn on an unrated priority-lien asset-backed revolving credit
facility, $96 million outstanding in letters of credit, $750
million second-lien notes, $683 million senior unsecured notes and
loans, $425 million trade debt, about $1.2 billion underfunded
non-U.S. defined benefit pension plans, about $1.3 billion of OPEB
liabilities, and about $100 million in environmental liabilities.


ENCOMPASS DIGITAL: Moody's Rates New Credit Facilities at 'B3'
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating and LGD3 -- 31%
assessment to Encompass Digital Media, Inc.'s ("Encompass")
proposed $30 Million 1st Lien Senior Secured Revolver and $250
Million 1st Lien Senior Secured Term Loan B. The new credit
facilities will be used to partially fund Court Square Capital
Partners' $475 million acquisition of an 80% interest in
Encompass. In addition, Moody's also upgraded Encompass' Corporate
Family Rating (CFR) to B3 from Caa1. The upgrade reflects the new
capital structure with reduced debt as well as Moody's
expectations for further improvement in credit metrics. The Caa1
Probability of Default Rating (PDR) was affirmed reflecting the
all bank debt structure and our expectations for an above average
recovery in a distress scenario. The rating outlook is stable.

Assignments:

   Issuer: Encompass Digital Media, Inc.

   -- NEW $30 Million 1st Lien Senior Secured Revolver: Assigned
      B3, LGD3 -- 31%

   -- NEW $250 Million 1st Lien Senior Secured Term Loan B:
      Assigned B3, LGD3 -- 31%

Upgrades:

   Issuer: Encompass Digital Media, Inc.

   -- Corporate Family Rating: Upgraded to B3 from Caa1

Unchanged:

   Issuer: Encompass Digital Media, Inc.

   -- Probability of Default Rating: Affirmed Caa1

Outlook Actions:

   Issuer: Encompass Digital Media, Inc.

   -- Outlook is Stable

To be withdrawn upon repayment at the close of the transaction:

   Issuer: Encompass Digital Media, Inc.

   -- $20 Million First Lien Senior Secured Revolver due 2016: B2,
      LGD2 -- 29%

   -- $175 Million First Lien Senior Secured Term Loan B due 2016:
      B2, LGD2 -- 29%

RATINGS RATIONALE

The B3 corporate family rating reflects moderately high, debt-to-
EBITDA leverage of 4.6x (including Moody's standard adjustments)
expected for the FY ended March 31, 2012 and pro forma for the
pending acquisition by Court Square Capital Partners with reduced
debt balances. Moody's expects free cash flow to be negative for
FY March 2012, due in part to one time working capital adjustments
incurred in the first half of the year, and to turn positive next
year resulting in free cash flow-to-debt ratios in the low single
digits for FY March 2013, increasing thereafter. Ratings are
constrained by the company's lack of scale and the need to fund
incremental capital expenditures as most new contracts are awarded
or as most existing contracts are expanded. Ratings are supported
by the contractual or recurring nature of 75% of its annual
revenues, as estimated by management, and the $488 million revenue
backlog which will contribute more than 50% of revenues over the
rating horizon. Ratings are also supported by the company's
consistent relationships and high renewal rates exceeding 90%.
Given maturation of cable channel proliferation in the U.S.,
incremental demand for third-party origination and distribution
services is expected to be driven largely by the outsourcing of
upgraded content management in High Definition/3D versus Standard
Definition, proliferation of multiple file formats, potential
demand for disaster recovery services, and increased video content
consumption. Liquidity is adequate given modest free cash flow and
approximately $25 million of expected revolver availability;
however, to the extent Encompass chooses to increase capital
spending above its current plan, improvements in liquidity would
be delayed or liquidity could weaken. Given ownership by a
financial sponsor, ratings are constrained by the potential for
shareholder friendly actions including additional debt financed
acquisitions or dividends.

The stable outlook reflects Moody's view that debt-to-EBITDA will
be sustained below 4.75x (including Moody's standard adjustments)
over the rating horizon and the company's multi-year backlog will
continue to support consistent revenue performance. The outlook
also incorporates our expectation that liquidity will be adequate,
reported EBITDA margins will remain above 22%, and the company
will be able to limit capital expenditures to forecasted levels,
assuming no significant acquisitions.

Ratings could be downgraded if revenue or EBITDA fall short of
management's plan due to a decline in contract renewals or an
inability to develop new business resulting in debt-to-EBITDA
ratios being sustained above 5.0x. A decrease in backlog or margin
erosion resulting in weakened liquidity including deterioration in
EBITDA cushion relative to financial maintenance covenant
requirements would create downward rating pressure. Sizable debt
financed acquisitions, distributions or share repurchases could
also result in a downgrade. Ratings could be upgraded if debt-to-
EBITDA ratios are sustained comfortably below 3.75x with free cash
flow-to-debt ratios greater than 10%, reflecting organic growth
across all operating segments or improved EBITDA margins, and with
an expanded revenue backlog.

Encompass' ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside Encompass' core industry and
believes Encompass' ratings are comparable to those of other
issuers with similar credit risk. Other methodologies used include
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA published in June 2009.

Encompass Digital Media, Inc., headquartered in Los Angeles, CA,
is a leading provider of outsourced network origination and
transmission services to broadcasters, cable channels and other
media companies. Having acquired the satellite services businesses
of Crawford Communications in January 2010 and the content
distribution businesses of Ascent Media in February 2011,
Encompass now operates in the U.S., Europe and Asia with 59% of
revenues from network origination, 26% from occasional-use
services and 15% from government services, digital media and other
services. On December 13, 2011, Court Square Capital Partners,
entered into a definitive agreement to acquire an 80% ownership
interest in Encompass for total consideration of $475 million with
the remaining 20% owned by management. Revenues for 12 months
ended September 2011 totaled approximately $201 million.


ENCOMPASS DIGITAL: S&P Rates $280-Mil. Credit Facility at 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating and '3' recovery rating to Los Angeles-based Encompass
Digital Media Inc.'s proposed $280 million senior secured credit
facility. "In addition, we affirmed our 'B' corporate credit
rating on the company. The outlook is stable," S&P said.

"The proposed senior secured credit facility will consist of a
$250 million term loan B and a $30 million revolver due 2017. The
'3' recovery rating indicates our expectation for meaningful (50%-
70%) recovery of principal in the event of default. Encompass
plans to use the proceeds to finance Court Square Capital's
acquisition of the company. We will withdraw our ratings on
the existing $195 million senior secured credit facility when the
transaction closes," S&P said.

"The ratings on Encompass reflect a 'weak' business risk profile
(as defined in our criteria) that takes into account the company's
limited operating history in its present size and scope, its focus
on a niche market dominated by the in-house operations of large
media companies, and its high capital spending requirements when
adding new customers. These business risks more than offset such
positive factors as the company's multiyear contracts, high
barriers to entry for new competitors, and our expectations that
the trend of media companies outsourcing non-core functions will
continue to grow," S&P said.

"We consider the financial risk profile 'highly leveraged' (as
defined in our criteria). Our ratings assume that Encompass will
increase revenues in the high-single-digit range for the next few
years, primarily due to the full impact of renewed and newly
signed contracts. While we believe that network outsourcing will
continue to gain traction, we also believe there will be hesitancy
among many large broadcasters to fully accept the outsourced
services model. We do not project any new significant contracts,
although Centralcasting, along with potential channel growth in
Asia, could be significant growth drivers exceeding our forecast.
We project only modest EBITDA margin improvement because most of
the company's expenses are variable, and therefore have assumed
that margins remain in the mid- to high-20% area," S&P said.

"We assume adjusted leverage will remain elevated, declining from
5.7x, pro forma for the proposed transaction, to about 5.0x by the
end of fiscal year 2013 (March 2013). Our adjusted debt total
includes the present value of operating leases and fixed-pay
satellite contract commitments. As our forecast does not include
significant new contract wins, we assume Encompass prepays
its debt with its excess cash. We note that free operating cash
flow (FOCF) generation could be lower than we expect if the
company were to win significant new contracts as this would
require upfront capital investments," S&P said.

Encompass provides outsourced media distribution services to
content providers. Network origination, its core business
comprising about 60% of revenue, is the process of aggregating
content, including inserting advertisements and overlaying
graphics, into a continuous linear cable channel distributed out
to cable and IPTV operators. This segment includes Encompass'
Centralcasting service, which provides similar network origination
and distribution services for local broadcast TV stations. In
addition, Encompass also offers satellite-based transmission
services for live events (about one-quarter of revenues),
government contracts for transmission services, and other
outsourced media manipulation and transmission services.
Encompass' business requires specialized broadcast facilities
equipped with technical infrastructure, creating high barriers to
entry.


ENER1 INC: M. Zoi Intends to Hold Majority Controlling Ownership
----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Mike Zoi, Green Venture Group, LLC, and
Enerfund, LLC, disclosed that, as of Jan. 4, 2012, they
beneficially own 16,387,582 shares of common stock of Ener1, Inc.,
representing 8.4% of the shares outstanding.  The percentage is
calculated based on 195,273,025 shares of common stock of the
Company outstanding as of Sept. 14, 2011, plus 62,048 shares of
common stock of the Company that the reporting person has the
right to purchase pursuant to currently exercisable warrants.  A
full-text copy of the amendment is available for free at:

                       http://is.gd/0xOx3v

Mike Zoi requested the Board of Directors of Ener1 Company to
appoint a special committee to propose terms on which one or more
of the Reporting Persons would purchase from the Company an amount
of securities in the Company that would result in their holding a
majority controlling ownership stake in the Company, which
purchase would be intended to provide sufficient financing for the
Company to avoid being forced to file for Chapter 11 protection.
Mike Zoi has also had communications with certain debt holders of
the Company expressing interest in potentially purchasing from
those debt holders certain of their outstanding loans payable by
the Company.

                            About Ener1

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

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

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

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


FILENE'S BASEMENT: Court Approves Employee Retention Plan
---------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Filenes Basement's motion, under Bankruptcy Code Sections 105,
363(b) and 503(c)(3), for a limited, wind-down employee retention
plan that calls for periodic payments to a small, core staff of
the Debtors' employees necessary to continue the Debtors' wind-
down efforts.

According to documents filed with the Court, the plan was
formulated with both the creditors and equity committees: "Both
Committees provided valuable comments and suggestions with respect
to formulation of the KEIP as proposed, and both Committees have
indicated that they support entry of an order approving the
KEIP . . ."

                  About Filene's Basement & Syms Corp.

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

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

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent. In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.

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

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

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

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

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

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

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

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

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


FIRSTPLUS FINANCIAL: Trustee Can Hire KCC as Claims Agent
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Matthew D. Orwig, Chapter 11 trustee for Firstplus
Financial Group, Inc., to retain Kurtzman Carson Consultants
LLC as notice and balloting agent.  Pursuant to the Services
Agreement, KCC will perform various noticing and other services,
if necessary, at the request of the Trustee or the Clerk's Office.
Those Services may include:

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

   (b) establishing and maintaining a public access web site
       setting forth pertinent case information and documents
       relating to the Plan and Disclosure Statement in this
       Bankruptcy Case where parties can view those pleadings
       and documents without charge during regular business
       hours;

   (c) preparing and serving required notices in the bankruptcy
       case;

   (d) assisting with solicitation of votes and tabulation of
       ballots in connection with a plan of reorganization;
       and

   (e) providing such other processing, noticing, balloting and
       administrative services as may be requested from time to
       time by the Trustee.

                     About FirstPlus Financial

Based in Beaumont, Texas, FirstPlus Financial Group, Inc. --
http://www.firstplusgroup.com/-- (Pink Sheets: FPFX) is a
diversified company that provides commercial loan, consumer
lending, residential and commercial restoration, facility
(janitorial and maintenance) services, insurance adjusting
services, construction management services and a facilities and
restoration franchise business.  The Company has three direct
subsidiaries, Rutgers Investment Group, Inc., FirstPlus
Development Company and FirstPlus Enterprises, Inc.  In turn,
FirstPlus Enterprises, Inc., has three of its own direct
subsidiaries, FirstPlus Restoration Co., LLC, FirstPlus Facility
Services Co., LLC and The Premier Group, LLC.  FirstPlus
Restoration and FirstPlus Facility jointly own FirstPlus
Restoration & Facility Services Company.  Additionally, FirstPlus
Development has one direct subsidiary FirstPlus Acquisitions-1,
Inc.

A subsidiary of FirstPlus Financial Group -- FirstPlus Financial
Inc. -- filed for Chapter 11 bankruptcy in March 1999 before the
U.S. Bankruptcy Court for the Northern District of Texas, Dallas
Division, amid turmoil in the asset-backed securitization markets
and the lack of a reliable, committed secondary take-out source
for high LTV loans.  A modified third amended plan of
reorganization was confirmed in that case in April 2000.

The Company filed for Chapter 11 protection on June 23, 2009
(Bankr. N.D. Tex. Case No. 09-33918).  Aaron Michael Kaufman,
Esq., and George H. Tarpley, Esq., at Cox Smith Matthews
Incorporated, serve as counsel.  The Debtor has total assets of
$15,503,125 and total debts of $4,539,063 as of June 30, 2008.
FirstPLUS Financial Group disclosed $1,264,637 in assets
and $10,347,448 in liabilities as of the Chapter 11 filing.

Matthew D. Orwig was appointed as the Chapter 11 trustee in the
Debtor's cases.  He is represented by Peter A. Franklin, Esq., and
Erin K. Lovall, Esq. -- pfranklin@fslhlaw.com -- at Franklin
Skierski Lovall Hayward LLP.  Franklin Skierski was elevated to
lead counsel from local counsel in the stead of Jo Christine Reed
and SNR Denton US, LLP, due to the maternity leave of Ms. Reed.
Kurtzman Carson Consultants serve as notice and balloting agent.


FLORIDA INSURANCE: Not Liable for Policyholders' Legal Fees
-----------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that the Florida
Supreme Court on Thursday ruled that the Florida Insurance
Guaranty Association is not liable for a policyholder's attorneys'
fees incurred during a coverage dispute with a now-insolvent
insurer.

Law360 relates that the state high court affirmed the decision of
the appeals court, which had said that because plaintiff Diane
Petty's attorneys' fees were not based on a coverage provision of
her underlying insurance policy, the fees were not a covered claim
that FIGA must pay under Florida law.


FLYING J: Appeals Court Affirms Ruling in CalTrans Case
-------------------------------------------------------
The Court of Appeals of California, Fifth District, affirmed a
trial court ruling in the lawsuit, FLYING J, INC., Plaintiff and
Appellant, v. DEPARTMENT OF TRANSPORTATION, Defendant and
Respondent, No. F060545 (Calif. App. Ct.), in a Jan. 19, 2012
opinion available at http://is.gd/IFr7Dafrom Leagle.com.  In the
appeal, Flying J contends the trial court erroneously decided that
the issue of lost profits caused by the California Department of
Transportation's breach of a contract to convey land should not be
presented to the jury.  The trial court determined that Civil Code
section 3306's authorization of the recovery of consequential
damages permitted an award of lost profits, but that plaintiff
failed to establish that (1) lost profits were within the
contemplation of the parties when they entered their contract and
(2) the occurrence and extent of the lost profits were reasonably
certain as required by case law and Civil Code section 3301.

In its ruling, the state appeals court concluded that the trial
court correctly granted partial nonsuit as to lost profits because
Flying J failed to meet the requirement that "the evidence makes
reasonably certain their occurrence and extent."  Flying J's
theory of lost profits was based on an expert's assumption that
traffic and corresponding fuel sales would have been diverted to
the location where Flying J intended to build a large truck stop.
That diversion of traffic and the related volume of fuel sales
were not reasonably certain in their occurrence and extent and,
therefore, neither were the corresponding lost profits.

          Ronald S. Katz, Esq.
          Benjamin G. Shatz, Esq.
          Eugene L. Hahm, Esq.
          Michael M. Berger, Esq.
          Matthew S. Urbach, Esq.
          MANATT, PHELPS & PHILLIPS
          1841 Page Mill Road, Suite 200
          Palo Alto, CA 94304
          Tel: 650-812-1300
          Fax: 650-213-0260
          E-mail: rkatz@manatt.com
                  bshatz@manatt.com
                  ehahm@manatt.com
                  mmberger@manatt.com
                  murbach@manatt.com

                          About Flying J

Based in Ogden, Utah, Flying J Inc. -- http://www.flyingj.com/--
operated a network of travel plazas along state and interstate
highways.  The travel plazas were large truck stops with (1)
parking areas for tractor-trailers to enter and leave easily, (2)
convenience stores, (3) driver lounges, (4) game rooms, (5)
private showers, and (6) full service restaurants.

Flying J and six of its affiliates filed for bankruptcy on (Bankr.
D. Del. Lead Case No. 08-13384) on Dec. 22, 2008.  At that time,
it was among the 20 largest private companies in America, with
2007 sales exceeding $16 billion.  The fully integrated oil
company employed roughly 14,700 people in the U.S. and Canada
through its interstate operations, transportation, refining and
supply, exploration and production, as well as its financial
services and communications, divisions.  Flying J sought Chapter
11 protections after a precipitous drop in oil prices and
disruption in the credit markets brought to bear significant
short-term pressure on the company's liquidity position.

Attorneys at Young Conaway Stargatt & Taylor LLP, and Kirkland &
Ellis LLP, represented the Debtors in their Chapter 11 effort.
Blackstone Advisory Services L.P. was the Debtors' investment
banker and financial advisor.  Epiq Bankruptcy Solutions LLC was
the Debtors' notice, claims and balloting agent.  In its formal
schedules submitted to the Bankruptcy Court, Flying J disclosed
assets of $1,433,724,226 and debts of $640,958,656.

An official committee of unsecured creditors was appointed in
the case.  Pachulski Stang Ziehl & Jones LLP was tapped as
counsel for the creditors' panel.

Flying J emerged from Chapter 11 bankruptcy protection in July
2010.  The Company's plan promised to repay in full the $1.4
billion owed its creditors, with the distributions on allowed
claims of the company's creditors expected to commence before the
end of July.  Flying J struck a deal while in bankruptcy to merer
with rival Pilot Travel Centers.


GENERAL MOTORS: Dist. Court Affirms Ruling Against Kodsy Claim
--------------------------------------------------------------
District Judge Naomi Reice Buchwald affirmed bankruptcy court
ruling granting the ninety-eighth omnibus objection of Motors
Liquidation Company and its affiliated debtors and reclassifying
Sherif Rafik Kodsy's proof of claim from a secured claim to an
unsecured claim.  Sherif R. Kodsy filed a proof of claim against
Remediation and Liability Management Company, Inc., one of the
Debtors, seeking $15,000,000 on the basis of "personal injury,
conspiracy, fraud, gross negligence, strict liability[, and]
punitive damages."  He indicated that his claim was "secured by a
lien on property."  He had commenced a lawsuit against General
Motors Corporation in April 2009 in state court in Florida.
However, there is no indication that he had achieved a judgment in
that lawsuit.  Sherif R. Kodsy appealed the ruling pro se.  The
case is SHERIF RAFIK KODSY, Appellant, v. MOTORS LIQUIDATION
COMPANY, et al., Appellees, No. 11 Civ. 4180 (S.D.N.Y.).  A copy
of the District Court's Jan. 17, 2012 Memorandum and Order is
available at http://is.gd/RG5iScfrom Leagle.com.

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of
the world's largest automakers, traces its roots back to 1908.
GM employs 208,000 people in every major region of the world and
does business in more than 120 countries.  GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling.  GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing.  The U.S. government once
owned as much as 60.8% stake in New GM on account of the
financing it provided to the bankrupt entity.  The deal was
closed July 10, 2009, and Old GM changed its name to Motors
Liquidation Co.

On Nov. 1, 2011, Moody's Investors Service raised New GM's
Corporate Family Rating and Probability of Default Rating to Ba1
from Ba2, and its secured credit facility rating to Baa2 from
Baa3.  Moody's also raised the Corporate Family Rating of GM's
financial services subsidiary -- GM Financial -- to Ba3 from B1.

On Oct. 7, 2011, Fitch Ratings upgraded the Issuer Default
Ratings of New GM, General Motors Holdings LLC, and General
Motors Financial Company Inc., to 'BB' from 'BB-'.

On Oct. 3, 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on New GM to 'BB+' from 'BB-'; and
revised the rating outlook to stable from positive. "We also
raised our issue-level rating on GM's debt to 'BBB' from 'BB+';
the recovery rating remains at '1'," S&P said.

                     About Motors Liquidation

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

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

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


GENTA INC: Deadline to Effect Reverse Split Moved to Feb. 15
------------------------------------------------------------
on Sept. 2, 2011, Genta Incorporated,  entered into a securities
purchase agreement with certain accredited investors pursuant to
which it agreed to issue up to $12.7 million of units, each 2011
Unit consisting of:

   (i) 12.00% senior secured convertible promissory notes due
       Sept. 9, 2021, convertible into shares of the Company's
       Common Stock, par value $0.001 per share, at an initial
       conversion rate of 671,040 shares of Common Stock for every
       $1,000 of principal and accrued interest due under the
       notes;

  (ii) 12.00% senior secured cash collateralized convertible
       promissory notes due Sept. 9, 2021, convertible into shares
       of Common Stock at an initial conversion rate of 671,040
       shares of Common Stock for every $1,000 of principal and
       accrued interest due under the notes;

(iii) senior secured convertible promissory note warrants to
       purchase an amount of G Notes equal to the G Notes
       purchased at the closing, at an exercise price of $1,000
       per warrant, which purchase price may be paid through a
       cashless "net exercise" feature; and

  (iv) senior secured cash collateralized convertible promissory
       note warrants to purchase an amount of G Notes equal to the
       H Notes purchased at closing, at an exercise price of
       $1,000 per warrant, which purchase price may also be paid
       through a cashless "net exercise" feature.

On Jan. 18, 2012, the Company entered into an amendment agreement
with certain investors in the September 2011 Financing to amend
the terms of the September 2011 Purchase Agreement to extend the
deadline for the Company to effect a reverse stock split.  As a
result of the Twelfth Amendment Agreement, absent any further
waiver or amendment, the reverse split must be implemented by
Feb. 15, 2012.  The Company sought this amendment to the September
2011 Purchase Agreement to enable the continuation of ongoing
discussions regarding corporate partnership opportunities for
tesetaxel.

                     About Genta Incorporated

Berkeley Heights, New Jersey-based Genta Incorporated (OTC BB:
GNTA) -- http://www.genta.com/-- is a biopharmaceutical company
engaged in pharmaceutical (drug) research and development.  The
Company is dedicated to the identification, development and
commercialization of novel drugs for the treatment of cancer and
related diseases.

EisnerAmper LLP, in Edison, New Jersey, expressed substantial
doubt about Genta's ability to continue as a going concern
following the 2010 financial results.  The independent auditors
noted that of the Company's recurring losses from operations,
negative cash flows from operations and current maturities of
convertible notes payable.

Amper, Politziner & Mattia, LLP, in Edison, New Jersey, did not
include a going concern explanatory paragraph in its audit report
on the Company's financial statements for fiscal 2009.

The Company reported a net loss of $167.3 million on $257,000 of
sales for 2010, compared with a net loss of $86.3 million on
$218,000 for 2009.

The Company also reported a net loss of $37.36 million on $170,000
of net product sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $133.43 million on $192,000 of net
product sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$16.82 million in total assets, $32.13 million in total
liabilities, and a $15.30 million total stockholders' deficit.

                          Bankruptcy Warning

In September 2011, the Company issued $12.7 million of units,
consisting of $4.2 million of senior secured convertible notes and
$8.5 million of senior secured cash collateralized convertible
notes.  In connection with the sale of the units, the Company also
issued two types of debt warrants in an amount equal to 100% of
the purchase price for each unit.  The Company had direct access
to $4.2 million of the proceeds, and the remaining $8.5 million of
the proceeds were placed in a blocked account as collateral
security for the $8.5 million senior secured cash collateralized
convertible notes.  Presently, with no further financing, the
Company projects that it will run out of funds during the first
quarter of 2012.  The Company currently does not have any
additional financing in place.  If it is unable to raise
additional funds, the Company could be required to reduce its
spending plans, reduce its workforce, license one or more of its
products or technologies that it would otherwise seek to
commercialize itself, sell some or all of its assets, cease
operations or even declare bankruptcy.  There can be no assurance
that the Company can obtain financing, if at all, or raise those
additional funds, on terms acceptable to it.


G&J READY: Case Summary & 21 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: G&J Ready Mix & Masonry Supply Inc.
        183-30 Jamaica Avenue
        Hollis, NY 11423

Bankruptcy Case No.: 12-40253

Chapter 11 Petition Date: January 17, 2012

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Jerome Feller

Debtor's Counsel: Bruce Weiner, Esq.
                  ROSENBERG MUSSO & WEINER LLP
                  26 Court Street, Suite 2211
                  Brooklyn, NY 11242
                  Tel: (718) 855-6840
                  Fax: (718) 625-1966
                  E-mail: rmwlaw@att.net

Estimated Assets: $0 to $50,000

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

The Company's list of its 21 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nyeb12-40253.pdf

The petition was signed by John Cervoni, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
New Atlantic Ready Mix Corp.          12-40252            01/17/12


GILBERT PROFESSIONAL: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Gilbert Professional Center, LLC
        P.O. Box 964
        Queen Creek, AZ 85142

Bankruptcy Case No.: 12-00790

Chapter 11 Petition Date: January 17, 2012

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Redfield T. Baum, Sr.

Debtor's Counsel: Blake D. Gunn, Esq.
                  LAW OFFICE OF BLAKE D. GUNN
                  P.O. Box 22146
                  Mesa, AZ 85277-2146
                  Tel: (480) 270-5073
                  E-mail: blake.gunn@gunnbankruptcyfirm.com

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

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

The Company's list of its nine largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/azb12-00790.pdf

The petition was signed by Michael Goodman, manager.


GLOBAL COMMERCIAL: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Global Commercial Investments Schoenherr & Canal, LLC
        32825 Northwestern Highway
        Farmington Hills, MI 48334

Bankruptcy Case No.: 12-40967

Chapter 11 Petition Date: January 17, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtor's Counsel: Robert N. Bassel, Esq.
                  P.O. Box T
                  Clinton, MI 49236
                  Tel: (248) 677-1234
                  Fax: (248) 369-4749
                  E-mail: bbassel@gmail.com

Estimated Assets: $100,001 to $500,000

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Raad Asmar, president/member.

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                                      Case No.
        ------                                      --------
Global Commercial Investments Gratiot & 14, LLC     12-40968
Global Commercial Investments, LLC                  12-40970
Global Commercial Investments Romeo, LLC,           12-40972
Global Commercial Investments New Baltimore, LLC    12-40974
Global Commercial Investments 23 & Schoenher, LLC   12-40975
Global Dining, Shelby, LLC                          12-40976
Northstar Dining Washington, LLC                    12-40978
Global Dining, Roseville, L.L.C.                    12-40980
Northstar Dining Chesterfield, LLC                  12-40982
Northstar Dining, Shelby, L.L.C                     12-40983

Affiliates that filed separate Chapter 11 petitions:

        Entity                            Case No.   Petition Date
        ------                            --------   -------------
Great Lakes Properties of Fenton, LLC     12-30005        01/03/12
Northwestern Commercial Investments, LLC  12-40026        01/03/12


GMJ GLOBAL: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: GMJ Global Logistics, Inc.
        4600 Kansas Avenue
        Kansas City, KS 66106

Bankruptcy Case No.: 12-20078

Chapter 11 Petition Date: January 16, 2012

Court: U.S. Bankruptcy Court
       District of Kansas (Kansas City)

Debtor's Counsel: Jonathan A. Margolies, Esq.
                  MCDOWELL RICE SMITH & BUCHANAN, PC
                  605 W. 47th Street
                  Kansas City, MO 64112
                  Tel: (816) 753-5400
                  Fax: (816) 753-9996
                  E-mail: jmargolies@mcdowellrice.com

Estimated Assets: $0 to $50,000

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

The Company's list of its 13 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ksb12-20078.pdf

The petition was signed by George M. Hersh, II, CEO.

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                          Case No.
        ------                          --------
GMJ Global Logistics, Inc.              12-20078
Sports Associated, Inc.                 12-20079
ONeil Moving & Storage, Inc.            12-20080
ONeil Moving Systems, Inc.              12-20081
ONeil Relocation-Kansas City, Inc.      12-20082
Sports Associates Warehousing, Inc.     12-20083
Sports Associated Transportation, Inc.  12-20084
Corporate Relocation Services, LLC      12-20085
Topeka Transfer & Storage, Inc.         12-20086
Capital City Distribution, Inc.         12-20087
Sports 635, LLC                         12-20088


GO DADDY: S&P Assigns 'B' Corporate Rating; Outlook Stable
----------------------------------------------------------
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' (the
same as the corporate credit rating) with a recovery rating of '3'
to the company's $825 million senior secured credit facilities.
The '3' rating indicates our expectation that lenders will receive
meaningful (50% to 70%) recovery of principal in the event of a
payment default. The senior secured credit facilities consist of a
$75 million revolving credit facility 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 to
decline over time, consistent with our expectation of EBITDA
growth, and that the company will use positive discretionary cash
flow in part to pay down debt."

"We assess Go Daddy's business risk profile as 'weak' (as our
criteria define the term) because of EBITDA margins lower than its
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.


G.T.O.T., LLC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: G.T.O.T., LLC
        329 North Broad Street
        Thomasville, GA 31799
        Tel: (850) 222-2311

Bankruptcy Case No.: 12-40020

Chapter 11 Petition Date: January 18, 2012

Court: U.S. Bankruptc?? Court
       Northern District of Florida (Tallahassee)

Judge: Lewis M. Killian, Jr.

Debtor's Counsel: C. Edwin Rude, Jr., Esq.
                  C. EDWIN RUDE, JR., ATTORNEY AT LAW
                  211 E. Call Street
                  Tallahassee, FL 32301-7607
                  Tel: (850) 222-2311
                  Fax: (850) 222-2120
                  E-mail: edrudelaw@earthlink.net

Scheduled Assets: $3,284,106

Scheduled Liabilities: $5,863,346

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Richard Yates, owner.


HANLEY WOOD: Moody's Gives 'D' Default Rating Amid Restructuring
----------------------------------------------------------------
Moody's Investors Service has changed Hanley Wood LLC's
Probability of Default Rating (PDR) to D from Ca following the
restructuring of the company's debt. Hanley Wood's Ca Corporate
Family Rating is unchanged. Moody's has also changed the
instrument ratings on Hanley Wood's credit facilities to C, LGD5-
73% from Ca LGD 4-51%. Moody's expects to withdraw all ratings for
the company over the near term.

The downgrade of the PDR to D follows the company's
recapitalization, which Moody's classifies as a "default" event,
consistent with the "D" Probability of Default rating. On January
13th, 2012, Hanley Wood announced that it had completed a
recapitalization, reducing long term debt to $80 million from
roughly $410 million and receiving a $35 million equity capital
infusion from its new ownership group.

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

Headquartered in Washington, D.C., Hanley-Wood is a leading
business-to-business media company serving customers in the
residential housing and commercial construction end markets.
Revenues for the twelve month period ended September 30, 2011 were
approximately $130 million.


HARRISBURG, PA: Didn't Respond to Incinerator Red Flags
-------------------------------------------------------
An audit report found the outcome of the project to retrofit the
Harrisburg, Pa., waste-to-energy plant reflected the accumulated
effects of bad decisions on critical project issues, such as the
selection of a contractor at the outset and the lack of an
independent assessment of the project's financial feasibility.

Max Stendahl at Bankruptcy Law360 reports that the disastrous
incinerator project that sent Harrisburg, Pa., tumbling into
bankruptcy was doomed by a lack of oversight, convoluted financing
methods and "the accumulated effects of bad decisions," according
to a blistering audit published Wednesday.

Law360 relates that the audit, commissioned by the municipal body
that owns the trash incinerator, reads like an autopsy report for
a city now unable to make payments on $310 million in debt from
the project. The city's contentious Chapter 9 bankruptcy case was
thrown out in November.

                About Harrisburg, Pennsylvania

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

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

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

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

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

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

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

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


HERCULES OFFSHORE: Files Fleet Status Report as of Jan. 19
----------------------------------------------------------
Hercules Offshore, Inc., posted on its Web site at
http://www.herculesoffshore.com/a report entitled "Hercules
Offshore Fleet Status Report".  The Fleet Status Report includes
the Hercules Offshore Rig Fleet Status as of Jan. 19, 2012, which
contains information for each of the Company's drilling rigs,
including contract dayrate and duration.  The Fleet Status Report
also includes the Hercules Offshore Liftboat Fleet Status Report,
which contains information by liftboat class for December 2011,
including revenue per day and operating days.  The fleet status
report is available for free at http://is.gd/LTRvBS

                      About Hercules Offshore

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

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

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

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

                          *     *      *

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

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


HERCULES OFFSHORE: S&P Affirms 'B-' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Houston-
based Hercules Offshore Inc. to stable from negative and affirmed
its 'B-' corporate credit rating on the company. "The rating on
the company's senior secured credit facility remains 'B-' (the
same as the corporate credit rating on the company) with a
recovery rating of '3', indicating our expectation of a meaningful
(50% to 70%) recovery in the event of payment default," S&P said.

"The outlook revision reflects our expectation that Hercules'
operating results will benefit from better day rates and
utilization for its jack-up rigs in the U.S. Gulf of Mexico,
primarily due to greater demand for those rigs," said Standard &
Poor's credit analyst Stephen Scovotti. "As a result, we expect
Hercules' leverage, as measured by adjusted debt to EBITDA, to
improve modestly over 2012 to about 4.5x."

"Our ratings on Hercules reflect its participation in the highly
volatile and competitive shallow-water drilling and marine
services segments of the oil and gas industry. The ratings also
incorporate our expectation that day rates and utilization for the
company's jack-up rigs in the U.S. Gulf of Mexico will remain
robust throughout 2012. Moreover, we expect the company's domestic
offshore operations will provide the majority of EBITDA generation
in 2012, since its international offshore segment will perform
more weakly compared with 2011 due to lower contract renewal day
rates reflecting current market conditions. The ratings also
incorporate the company's geographic and product diversification
(provided by the its liftboat segments) and adequate liquidity, as
well as the risks associated with the Securities and Exchange
Commission's investigation into possible violations of securities
law, including possible violations of the Foreign Corrupt
Practices Act. The company is also the subject of a review by the
U.S. Department of Justice (DOJ)," S&P said.

"We assess Hercules' financial risk profile as 'highly levered'
under our criteria. As of Sept. 30, 2011, Hercules had
approximately $886 million of total debt (including our analytical
adjustments for operating leases and accrued interest).
Accordingly, total adjusted debt to EBITDA for the 12 months ended
Sept. 30, 2011, was high at 5.0x, and EBITDA to interest coverage
was 2.2x. In 2012, we expect debt leverage to decrease modestly to
approximately 4.5x and EBITDA interest coverage of about 2.5x for
the next 12 months, mainly from EBITDA expansion. This EBITDA
expansion is driven primarily by increased day rates and rig
utilization in the U.S. Gulf of Mexico. Average day rates in the
domestic offshore segment increased to $49,060 for the three
months ended Sept. 30, 2011, from $39,338 in the prior year
period. Given the leading edge day rates in the U.S. Gulf of
Mexico, we expect average day rates for the company to increase in
2012," S&P said.

"Our ratings also incorporate our assessment of Hercules' business
risk profile as 'vulnerable.' We consider the company's drilling
and marine services businesses as volatile, since it's highly
dependent on the variable levels of capital spending in the
exploration and production industry, which, in turn, is largely
reliant on volatile crude oil and natural gas prices. Our ratings
also incorporate Hercules' good market position as the largest
provider of jack-ups in the U.S. Gulf of Mexico (with 18 marketed
rigs) and its significant liftboat presence there. Hercules
maintains the leading market share position for liftboats in West
Africa and the U.S. Gulf of Mexico. We believe liftboat operations
are generally tied to more-stable production and maintenance
activity, and liftboat activity/demand can sharply increase due to
hurricanes or other maritime incidents," S&P said.

"In 2011, the company had several of its international contracts -
- which were at very high day rates -- expire. While Hercules has
been able to re-contract most of these contracts in the second
half of 2011, the day rates were much lower than previously. We
believe the international jack-up market will face further
pressure with an expected influx of new rigs in the next few
years, which could depress Hercules' international fleet
utilization and day rates," S&P said.

"The stable outlook reflects our expectation that Hercules' credit
metrics will improve modestly over the coming months while
maintaining adequate liquidity. We could lower the ratings if cash
flow and/or liquidity weaken considerably or if the SEC and DOJ
investigations materially affect the company's operations or
liquidity," Mr. Scovotti continued. "We consider a positive
rating action unlikely over the next few quarters, given the
company's small size relative to peers and its dependence on the
U.S. Gulf of Mexico for most of its cash flow generation."


HORIZON LINES: F&C Asset Management Does Not Own Common Shares
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, F&C Asset Management plc disclosed that, as
of Dec. 31, 2011, it does not beneficially owns any shares of
common stock of Horizon Lines, Inc.  A full-text copy of the
filing is available at http://is.gd/4Ph4BQ

                        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 GROUP: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Hospitality Group, LLC
        6205 Highway 431 South
        Owens Cross Roads, Al 35763

Bankruptcy Case No.: 12-80142

Chapter 11 Petition Date: January 16, 2012

Court: U.S. Bankruptcy Court
       Northern District of Alabama (Decatur)

Debtor's Counsel: Kevin D. Heard, Esq.
                  HEARD ARY, LLC
                  307 Clinton Avenue W., Suite 310
                  Huntsville, AL 35801
                  Tel: (256) 535-0817
                  Fax: (256) 535-0818
                  E-mail: kheard@heardlaw.com

Scheduled Assets: $7,882,078

Scheduled Liabilities: $10,032,747

The Company's list of its 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/alnb12-80142.pdf

The petition was signed by Roger Stanmore, owner.


HOSTESS BRANDS: Union to Lead Fight Against Plan
------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that local labor groups
representing workers at Hostess Brands Inc. have tapped their
international union to lead a fight against the debtor's plan to
jettison existing labor contracts as part of its Chapter 11
reorganization, according to a motion filed Wednesday.

The Bakery, Confectionery, Tobacco Workers and Grain Millers
International Union will represent 35 local unions in negotiations
with Hostess, Law360 says.

In a separate report, Dow Jones' Daily Bankruptcy Review reports
that one of Hostess Brands Inc.'s largest unions said it offered
concessions valued at hundreds of millions of dollars during its
pre-bankruptcy discussions with the baker but never received a
"comprehensive response" from the maker of Twinkies and Wonder
Bread.

                       About Hostess Brands

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

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

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

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

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

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


HOSTESS BRANDS: Committee Opposes Pensions Termination
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the labor unions and benefit plans that dominate
Hostess Brands Inc.'s official committee of unsecured creditors
will face a challenge in a trial set to begin March 5 on whether
the company can terminate existing pensions and retiree benefits.

The committee, appointed Jan. 18, has four members representing
union pension or benefit plans, along with two others for the
Teamsters and Stationary Engineers' unions. The seventh member is
trade supplier Caravan Ingredients Inc., based in Lenexa, Kansas.
The committee selected New York law firm Kramer Levin Naftalis &
Frankel LLP as its counsel. Tom Mayer and Ken Eckstein will head
up the legal team for the committee.

Meanwhile, U.S. Bankruptcy Judge Robert D. Drain in White Plains,
New York, has laid down the schedule for Hostess's motions to
terminate existing union contracts and retiree benefits.  With
regard to the Teamsters and bakery workers' unions, the motions
must be filed by Jan. 25.  All investigations are to be completed
by Feb. 22, in advance of a trial to begin March 5.  Hostess isn't
required to file motions to terminate contracts with other unions
until March 28.

                       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.


HOUGHTON MIFFLIN: Moody's Lowers Corp. Family Rating to 'Caa2'
--------------------------------------------------------------
Moody's Investors Service downgraded Houghton Mifflin Harcourt
Publishers Inc.'s (HMH) Corporate Family Rating (CFR), Probability
of Default Rating (PDR) and debt instrument ratings to Caa2 from
Caa1. The downgrade reflects Moody's concern that ongoing
educational funding pressures at state and local governments are
making it increasingly difficult for HMH to engineer the
improvement in earnings that is necessary to reduce the company's
very high leverage and generate positive free cash flow. Moody's
considers the capital structure to be unsustainable without a
significant rebound in earnings and there is limited time to
accomplish this with the looming maturities of the revolver and
term loan in December 2013 and June 2014, respective. A debt
restructuring thus appears increasingly likely. The rating outlook
is negative.

Downgrades:

   Issuer: Houghton Mifflin Harcourt Publishers Inc.

   -- Corporate Family Rating, Downgraded to Caa2 from Caa1

   -- Probability of Default Rating, Downgraded to Caa2 from Caa1

   -- Senior Secured Bank Credit Facility, Downgraded to Caa2,
      LGD3 - 47% from Caa1, LGD3 - 48%

   -- Senior Secured Regular Bond/Debenture, Downgraded to Caa2,
      LGD3 - 47% from Caa1, LGD3 - 48%

Outlook Actions:

   Issuer: Houghton Mifflin Harcourt Publishers Inc.

   -- Outlook, Changed To Negative From Stable

RATINGS RATIONALE

HMH's Caa2 CFR is based on its high debt restructuring risk and
the operational and investment risks associated with stabilizing
earnings and then generating the growth that is necessary to
sustain the capital structure. HMH's very high debt-to-EBITDA
leverage (exceeding 15x incorporating Moody's standard adjustments
and factoring in cash prepublication and restructuring costs as a
reduction to EBITDA), negative projected free cash flow
generation, and sizable debt maturities in 2013/2014 provide
limited time and flexibility to generate the earnings improvement
necessary to avoid a restructuring. In Moody's opinion, there are
meaningful risks to achieving a turnaround including factors that
are not in the company's control such as continued pressure on
state and local budget appropriations and the actions of
competitors. The significant overlap in the company's debt and
equity ownership (more than 75% of the debt and equity are owned
by a group of 10 investors) may incentivize the group to maintain
the current capital structure as long as the company is meeting
its cash obligations, as a restructuring would likely dilute their
equity position. The company's sizable cash balance relative to
it's 2011 cash burn rate also provides some near-term cushion,
although seasonal cash needs are significant. Moody's nevertheless
believes a restructuring would improve financial flexibility and
will be difficult to avoid.

HMH has a good market position within K-12 educational publishing
and continues to win a reasonable share of new adoptions, but the
company is vulnerable to fluctuations in textbook adoption cycles
and is dependent for a majority of revenue on state and local
government funding that continues to face cutbacks due to budget
pressures. Lower than anticipated spending in the Texas Language
Arts adoption in 2011 that may carry over into the spending rate
in 2012 , and projected declines in HMH's adoption and open
territory markets in 2012 will make it difficult for the company
to rebound quickly from the drop in 2011 earnings.

The negative rating outlook reflects the potential for additional
downward rating pressure as the 2013/2014 maturities approach, if
HMH is unable to stabilize revenue and earnings, or if cash
consumption is not reduced.

Downward rating pressure could occur if free cash flow remains
negative, earnings are not stabilized, or the maturities approach
without a meaningful improvement in the leverage, cash flow and
liquidity position. Heightened risk of a near-term default through
depletion of cash resources, diminished or lost access to the
accounts receivable facility, an inability to meet maintenance
covenants, potential discounted debt repurchases, or changes in
the debt and/or equity ownership could also lead to downward
rating pressure.

Moody's does not believe an upgrade is likely. However, a
significant improvement in revenue and EBITDA such that leverage
declines, there are reasonable prospects to turn sustainably cash
flow positive, and a clear path to refinancing 2013/2014
maturities exists would be necessary for an upgrade.

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

Houghton Mifflin Harcourt Publishers Inc., headquartered in
Boston, MA, is one of the three largest U.S. education publishers
focusing on the K-12 market with approximately $1.4 billion of
revenue for the 12 months ended September 2011.


HOVENSA LLC: S&P Withdraws 'B' Rating on $362.5-Mil. Facility
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its B/Negative rating
on U.S. Virgin Islands-based petroleum refinery HOVENSA LLC's
$362.5 million revolving credit facility. "At the same time, the
ratings and outlook on it revenue bonds (B/Negative; '2' recovery
rating) are unaffected by the project's Jan 18, 2012 announcement
that it will shut down its 350,000 barrel per day (bpd) facility
in St. Croix. The project has cited losses of $1.3 billion over
the past three years, and its expectation of continued poor
financial performance as the reasons for closing the refinery,"
S&P said.

"The project terminated its $362.5 million revolving credit
facility with no balance outstanding in December 2011, and we
expect HOVENSA will commence a tender offer in the next week for
all $355.7 million of outstanding bonds at par. When the project
successfully redeems the bonds, we expect to withdraw the project
ratings," S&P said.

Ratings List
Ratings Withdrawn
                                      To      From
HOVENSA LLC
$362.5 million revolving credit fac   NR      B/Negative
Recovery rating                      NR      2

Ratings Unchanged
Senior secured revenue bonds          B/Negative
Recovery rating                      2


IDEARC INC: Investors Want High Court to Review Ch. 11 Plan
-----------------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that a group of
investors who unsuccessfully attempted to appeal a bankruptcy
court's confirmation of the plan for Verizon Communications Inc.
spinoff Idearc Inc. in the Fifth Circuit petitioned the U.S.
Supreme Court last week to hear their case.

In November, the Fifth Circuit affirmed the dismissal of the
appeal from the Spencer Ad Hoc Equity Committee -- a group of pre-
bankruptcy shareholders who claim their ownership in the
reorganized corporation SuperMedia Inc. was canceled by the plan
-- on the grounds of equitable mootness.

                         About Idearc Inc.

Headquartered in D/FW Airport, Texas, Idearc, Inc., now known as
SuperMedia Inc., is the second largest U.S. yellow pages
publisher.  Idearc was spun off from Verizon Communications, Inc.

Idearc and its affiliates filed for Chapter 11 protection on
March 31, 2009 (Bankr. N.D. Tex. Lead Case No. 09-31828).  The
Debtors' financial condition as of Dec. 31, 2008, showed total
assets of $1,815,000,000 and total debts of $9,515,000,000.
Toby L. Gerber, Esq., at Fulbright & Jaworski, LLP, represented
the Debtors in their restructuring efforts.  The Debtors tapped
Moelis & Company as their investment banker; Kurtzman Carson
Consultants LLC as their claims agent.

William T. Neary, the United States Trustee for Region 6,
appointed six creditors to serve on the official committee of
unsecured creditors.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel.

Idearc completed its debt restructuring and its plan of
reorganization became effective as of Dec. 31, 2009.  In
connection with its emergence from bankruptcy, Idearc changed its
name to SuperMedia Inc.  Under its reorganization, Idearc reduced
its total debt from more than $9 billion to $2.75 billion of
secured bank debt.

Less than two years since leaving bankruptcy protection,
SuperMedia remains in quandary.  Early in October 2011, Moody's
Investors Service slashed its corporate family rating for
SuperMedia to Caa1 from B3 prior.  The downgrade reflects Moody's
belief that revenues will continue to decline at a double digit
rate for the foreseeable future, leading to a steady decline in
free cash flow.  SuperMedia's sales were down 17% for the second
quarter of 2011 in a generally improving advertising sector.
Moody's ratings outlook for SuperMedia remains negative.

While SuperMedia is attempting to transition the business away
from its reliance on print advertising through development of
online and mobile directory service applications, Moody's is
increasingly concerned that the company will not be able to make
this change quickly enough to stabilize the revenue base over the
intermediate term. Further, the high fixed cost nature of
SuperMedia's business could lead to steep margin compression,
notwithstanding continued aggressive cost management.


INDYMAC BANK: Former Chair Seeks to Appeal Ruling in FDIC Suit
--------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the former
chairman of IndyMac Bank is taking steps to appeal a federal court
ruling that puts him in the crosshairs of a $600 million
government lawsuit accusing him of negligence in signing off on
risky mortgages as the housing market cratered.

                       About IndyMac Bancorp

Based in Pasadena, California, IndyMac Bancorp Inc. (NYSE:IMB) --
http://www.indymacbank.com/-- is the holding company for IndyMac
Bank FSB, a hybrid thrift/mortgage bank that originated mortgages
in all 50 states of the United States.  Through its hybrid thrift-
mortgage bank business model, IndyMac designed, manufactured, and
distributing cost-efficient financing for the acquisition,
development, and improvement of single-family homes.  IndyMac also
provided financing secured by single-family homes to facilitate
consumers' personal financial goals and strategically invests in
single-family mortgage-related assets.

On July 11, 2008, the Office of Thrift Supervision closed IndyMac
Bank and appointed FDIC as the bank's receiver.  Thacher Proffitt
& Wood LLP was engaged as counsel to the FDIC.

Indymac Bancorp filed for Chapter 7 bankruptcy protection (Bankr.
C.D. Calif., Case No. 08-21752) on July 31, 2008.  Representing
the Debtor are Dean G. Rallis, Jr., Esq., and John C. Weitnauer,
Esq.  Bloomberg noted that Indymac had about $32.01 billion in
assets as of July 11, 2008.  In court documents, IndyMac disclosed
estimated assets of $50 million to $100 million and estimated
debts of $100 million to $500 million.


INPHASE TECHNOLOGIES: Shareholder Retains Drakes Bay Company
------------------------------------------------------------
Signal Lake, majority shareholder in InPhase Technologies, the
global leader in holographic digital storage, has retained Drakes
Bay Company LLC, an Intellectual Property (IP) brokerage firm, to
sell or license its large IP portfolio.  InPhase was founded in
2000 as a Bell Labs spin out and filed for Chapter 11
restructuring with the U.S. Bankruptcy Court in the District of
Colorado in October, 2011.

InPhase owns a large IP portfolio related to holographic digital
storage media, drives, and systems.  The portfolio includes more
than 200 U.S. and foreign patents and applications, benefits from
early priority dates, and is cited by more than 650 patents in the
U.S. Market applications for holography include security,
displays, and storage, among others.  Prior InPhase patent
licensees include Hitachi Maxell, Bayer Material Sciences, and
Nichia. InPhase joint ventures partners have included Bayer,
Hitachi, and Nintendo.

"Signal Lake has retained Drakes Bay Company to monetize the
InPhase Technologies IP portfolio because of their successful
track record, broad network, and management expertise," said Bart
Stuck, managing director, Signal Lake.  "We believe they will help
us unlock the significant value that our portfolio has in
holographic technology markets."

"We are very pleased to be selected by InPhase shareholder Signal
Lake to assist in this monetization process," said Joseph W.
Jennings, president, Drakes Bay Company LLC.  "We will begin
marketing the InPhase patents in February, 2012."

                      About Drakes Bay Company

Drakes Bay Company LLC -- http://www.drakesbaycompany.com/-- is
an Intellectual Property brokerage firm that serves the IP defense
and cash generation needs of operating companies, funds and
inventors. Drakes Bay Company was founded by Joseph W. Jennings in
2005 and provides sell- and buy-side services.

Mr. Jennings is a member of the Licensing Executives Society and a
member of the Intellectual Asset Management 250 World's Leading IP
Strategists since 2009.  The company is based in Larkspur, CA with
website.

                     About InPhase Technologies

Based in Longmont, Colorado, InPhase Technologies --
http://www.inphase-tech.com-- develops holographic data storage
recording media and systems.  InPhase was founded in 2000.
InPhase is led by CEO Art Rancis and senior vice president of
engineering James Russo.  Initial InPhase customers included
Turner Broadcasting.

InPhase filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case No.
11-34489) on Oct. 18, 2011.  The Debtor estimated assets of $50
million to $100 million and estimated debts of $10 million to
$50 million in its bankruptcy filing.  The Debtor is represented
by Joel Laufer, Esq. -- jl@jlrplaw.com -- at Laufer and Padjen
LLC.


INTELSAT SA: Silver Lake's D. Roux and S. Patterson Join Board
--------------------------------------------------------------
David Roux resigned and Simon Patterson was appointed as a member
of the Board of Directors of Intelsat S.A.  In addition, Egon
Durban resigned and Mr. Patterson was appointed as a member of the
Audit Committee of the Board of Directors of Intelsat S.A. on the
same date.  Mr. Durban continues to serve on the Board of
Directors of Intelsat S.A.  Each of Messrs. Patterson, Roux and
Durban is associated with Silver Lake Partners.

Funds and investment vehicles advised or controlled by Silver Lake
Partners hold more than 15% in the aggregate of the outstanding
equity of Intelsat Global S.A., the indirect parent of Intelsat
S.A.  As set forth in Intelsat S.A.'s Annual Report on Form 10-K
for the year ended Dec. 31, 2010, the Silver Lake Funds, or their
associates or affiliates, are parties to a monitoring fee
agreement with Intelsat (Luxembourg) S.A., a subsidiary of
Intelsat S.A., pursuant to which such parties are entitled to
receive an annual fee for providing certain monitoring, advisory
and consulting services.  In addition, in April 2011, entities
associated with Silver Lake Funds sold all of the $190.9 million
aggregate principal amount of Intelsat Luxembourg's 11 1/4% Senior
Notes due 2017 and $854 million aggregate principal amount of
Intelsat Luxembourg's 11 1/2/12 1/2% Senior PIK Election Notes due
2017 that they had purchased in 2008.

                           About Intelsat

Intelsat S.A., formerly Intelsat, Ltd., provides fixed-satellite
communications services worldwide through a global communications
network of 54 satellites in orbit as of Dec. 31, 2009, and ground
facilities related to the satellite operations and control, and
teleport services.  It had US$2.5 billion in revenue in 2009.

Washington D.C.-based Intelsat Corporation, formerly known as
PanAmSat Corporation, is a fully integrated subsidiary of Intelsat
S.A., its indirect parent.  Intelsat Corp. had US$7.70 billion in
assets against US$4.86 billion in debts as of Dec. 31, 2010.

The Company reported a net loss of $432.35 million on $1.93
billion of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $392.69 million on $1.90 billion of
revenue for the same period during the prior year.

The Company reported a net loss of US$507.77 million on
US$2.54 billion of revenue for the year ended Dec. 31, 2010,
compared with a net loss of US$782.06 million on US$2.51 billion
of revenue during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $17.59
billion in total assets, $18.28 billion in total liabilities,
$698.94 million total Intelsat S.A. shareholders' deficit, and
$1.90 million in noncontrolling interest.

                          *     *     *

Luxembourg-based Intelsat S.A. carries 'B' issuer credit ratings
from Standard & Poor's.  It has 'Caa1' corporate family and
probability of default ratings from Moody's Investors Service.


INVESTORS LENDING: Taps Miller and Beare as Real Estate Agents
--------------------------------------------------------------
Investors Lending Group, LLC, seeks permission from the U.S.
Bankruptcy Court for the Southern District of Georgia to employ
Sharon D. Miller of ERA Southeast Coastal Real Estate and Jane
Beare of Coldwell Banker Platinum Partners as its real estate
agents.

Misses Miller and Beare will market certain parcels of real
property of the Debtor located in Chatham County, Georgia.

In consideration for said services, Ms. Miller will receive as
commission on any sales of the Debtor's property, an amount equal
to 5% of the sales price, which amount includes reimbursement for
her reasonable out of pocket expenses.  Ms. Beare will receive as
commission on any sales of the Debtor's property, an amount equal
to 6% of the sales price, which amount includes reimbursement for
her reasonable out of pocket expenses.

The Debtor believes that Misses Miller and Beare are
"disinterested persons" within the meaning of Section 101(14) of
the Bankruptcy Code.

                   About Investors Lending Group LLC

Based in Savannah, Georgia, Investors Lending Group LLC filed for
Chapter 11 (Bankr. S.D. Ga. Case No. 11-41963) on Sept. 21, 2011.
Judge Lamar W. Davis Jr. presides over the case.  James L. Drake,
Jr., P.C. -- jdrake7@bellsouth.net -- presides over the case.  The
Debtor scheduled assets of $14,197,900 and debts of $18,634,570.
The petition was signed by Isaac L. Rabhan, CEO/assistant manager.

James L. Drake, Jr., and James L. Drake, Jr. P.C., acts as counsel
who will represent the company in the matter as debtor-in-
possession.

As reported by the TCR on Nov. 7, 2011, the U.S. Trustee for
Region 21 appointed seven unsecured creditors to serve on the
Official Committee of Unsecured Creditors of Investors Lending.


JEFFERSON COUNTY, AL: To Probe JPMorgan Deal With Astros Owner
--------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that Jefferson County,
Ala., on Wednesday won a federal bankruptcy judge's approval to
investigate a settlement reached between J.P. Morgan Chase & Co.
and Houston Astros owner Jim Crane, who invested heavily in
defaulted county bonds underwritten by the bank.

Law360 relates that the ruling by U.S. Bankruptcy Judge Thomas B.
Bennett allows the county access to sworn testimony and other
documents that led to the confidential Jan. 12 settlement in Texas
state court between JPMorgan and Crane.

                      About Jefferson County

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

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

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

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

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

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


LEE ENTERPRISES: Reports $199.6-Mil. Revenue in Fiscal Q1
---------------------------------------------------------
Lee Enterprises, Incorporated, reported that for its first fiscal
quarter ended Dec. 25, 2011, reported net income of $14.62 million
on $199.56 million of total operating revenue for the 13 weeks
ended Dec. 25, 2011, compared with net income of $18.98 million on
$207.66 million of revenue for the 13 weeks ended Dec. 26, 2010.

Mary Junck, chairman and chief executive officer, said:
"Advertising sales in the quarter continued largely in line with
recent trends and reflected our expectations, given the still-
uneven economy.  Comparisons with a year ago should take into
account that our December 2010 quarter was our strongest of the
year, with revenue then down only 1.0% to prior.  We continue to
expect revenue trends to improve slowly in 2012, as we press
forward with more digital and print initiatives.  Meanwhile, we
expect to complete our Chapter 11 refinancing process within a few
weeks.  Our refinancing agreements, along with our continued
strong cash flow, will provide a solid financial footing as we
continue reshaping Lee for future growth."

A full-text copy of the press release is available at:

                        http://is.gd/BiVsYF

                       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.

Lee Enterprises and certain of its affiliates filed for chapter 11
protection (Bankr. D. Del. Lead Case No. 11-13918) on Dec. 12,
2011, with a prepackaged plan of reorganization.  The Debtor
selected Young Conaway Stargatt & Taylor LLP as co-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.

The Plan has been proposed to, among other things, amend and
extend the maturity of the Debtors' prepetition credit facilities
and the so-called PD LLC Notes as part of an overall effort to
restructure the Debtors' balance sheet.  The Plan was proposed
prepetition and obtained the support of 100% of holders of claims
related to the Prepetition Credit Agreement, totaling roughly
$827.9 million, and 100% of the holders of PD LLC Notes claims,
totaling roughly $133.8 million.  Priority Non-Tax Claims, Other
Secured Claims, The Herald Claim, General Unsecured Claims, and
Intercompany Claims against, as well as Interests in, all of the
Debtors will not be impaired by the Plan.  A hearing is set for
Jan. 23 at 2:00 p.m. to consider confirmation of the prepack plan.

Certain Holders of Prepetition Credit Agreement Claims, Goldman
Sachs Lending Partners LLC, Mutual Quest Fund, Monarch Master
Funding Ltd, Mudrick Distressed Opportunity Fund Global, LP and
Blackwell Partners, LLC have committed to acquire up to a maximum
amount of $166.25 million of loans under a New Second Lien Term
Loan Facility.  This commitment also includes the potential
payment of up to $10 million as backstop cash to Reorganized Lee
Enterprises to acquire the loans.

Deutsche Bank Trust Company Americas, as DIP Agent and Prepetition
Agent, is represented in the Debtors' cases by Sandeep "Sandy"
Qusba, Esq., and Terry Sanders, Esq., at Simpson Thacher &
Bartlett LLP.  The Initial Backstop Lenders are represented by
Matthew S. Barr, Esq., and Brian Kinney, Esq., at Milbank, Tweed,
Hadley & McCloy LLP.


LIBERATOR INC: Benefiting From Growth in Sexual Wellness Market
---------------------------------------------------------------
Liberator, Inc., released an in-depth initiation report by fee-
based, third-party research firm Goldgaber Research.

The report discusses Liberator, its proprietary products at the
forefront of the sexual wellness revolution, and initiates
coverage with a 12-month price target of $1.00 per share.

"Liberator is addressing the growing demand for sexual wellness
products in the United States and around the world, through our
growing sales initiatives and fantastic brand awareness," said
Louis Friedman, President and CEO of Liberator, Inc.  "This
comprehensive report provides investors with an excellent overview
of Liberator and our unique strengths: from our patented iconic
Liberator products, our vertically integrated manufacturing
process, and our significant potential for expansion based on our
mission to grow both organically and through potential accretive
acquisitions in 2012."

From the Goldgaber Research Report, Mr. Goldgaber states:

"Reflecting the progress the franchise has made in becoming a
mainstream brand, Liberator has sold $60 million in products and
spent nearly $9 million in print advertising including appearances
in numerous mainstream publications.  Additionally, Liberator has
been featured in both television programs and movies, including
memorable scenes featured in two movies, Meet the Fockers and Burn
After Reading, which had a combined gross of approximately $680
million globally."

The report details the significant growth projected in the sexual
wellness market, which benefits from a major trend toward greater
acceptance of mainstream sex-based products and services, a
heightened focus on general health and well-being, as well as
domestic and international mega-brands such as Trojan and K-Y that
are expected to increase consumer spending and awareness in this
multi-billion dollar industry.  Goldgaber Research also explains
how Liberator is attempting to translate this growth into future
results, even at what Goldgaber Research considers conservative
growth projections.

"As Liberator expands its product distribution more broadly online
and continues expanding its bricks and mortar presence by
tailoring and packaging products appropriately for retail shelves,
the company has an opportunity to create a brand and franchise as
mainstream as Trojan and K-Y," explains Mr. Goldgaber.  "Goldgaber
Research is initiating coverage of LUVU with a target price of
$1.00 based on an expectation of a price/revenue multiple
expansion reflected in the valuation illustration presented later
in the report."

The complete report is available in Acrobat format, free of
charge:

http://www.trilogy-
capital.com/content/luvu/luvu_research_initiation.pdf

Goldgaber Research has been paid $5,000 by Liberator, Inc.
Although the Goldgaber Research report was commissioned and paid
for by Liberator, Inc., the company notes that the report was
generated independently by Goldgaber Research, and statements by
Goldgaber Research are its own and not attributable to Liberator,
Inc.  Readers are advised to review the report in its entirety,
including the disclosures and disclaimers noted therein.

                       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.


LIBERATOR INC: To Present at FSX Investment Conference on Jan. 27
-----------------------------------------------------------------
Liberator, Inc., will present at the FSX (Financial Services
Exchange, Inc.) Investment Conference at approximately 9:25 am
Central Time on Jan. 27.

The FSX Conference is being held at the Ritz Carlton in Dallas,
Texas from Jan. 26-28, 2012.  Liberator CFO, Ron Scott, and chief
marketing officer, Michael Kane, will be presenting to investors
and will be available for 1-on-1 meetings throughout the
conference.

"The FSX Conference is a great opportunity for us to present
Liberator and share our unique growth story with a network of
investors and bankers from around the country and the world," said
Ron Scott, CFO at Liberator, Inc.  "We hope to continue to raise
awareness within the investment community and build our
shareholder base as we execute our business plan in 2012."

FSX is the premier investment conference organization in the
United States, hosting quarterly investment conferences around the
country, providing opportunities for networking and one-on-one
communication between independent broker/dealers and companies
seeking exposure or funding.  FSX conferences also provide a forum
for direct investment programs, mutual funds, and asset management
companies.  For more information visit: http://www.fsx1.com/.

                        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.


LIONS GATE: S&P Puts 'B-' Corporate Rating on Watch Positive
------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit ratings on British Columbia-domiciled and Santa Monica,
Calif.-headquartered Lions Gate Entertainment Corp. and its
subsidiary, Lions Gate Entertainment Inc., on CreditWatch with
positive implications. All related issue-level ratings on the
company's debt were also placed on CreditWatch with positive
implications.

The CreditWatch listing follows the announcement that Lions Gate
has acquired Summit Entertainment for $412.5 million, plus the
assumption of existing debt. The purchase price for the equity
interest in Summit was funded with $45 million in cash proceeds
from the issuance of new 4% convertible notes at Lions Gate, $55
million of cash from Lions Gate, $50 million of Lions Gate
common stock, an additional $20 million of cash or Lions Gate
stock at the company's election, and roughly $284 million of cash
from the balance sheet at Summit. "We estimate pro forma debt
balances at roughly $1.1 billion ($1.5 billion, including film
financing obligations) as of Sept. 30, 2011," S&P said.

Lions Gate ranked 10th among U.S. motion picture producers and
distributors in 2011, with a 1.8% box office market share, and it
is a producer of cable network programming. Summit Entertainment
ranked seventh in 2011, with a 4% box office market share.
Summit's performance has relied heavily on its "Twilight"
franchise, of which the final film in the series is scheduled for
release in late 2012. Unlike Lions Gate, the company doesn't have
TV production operations or an extensive film library to help
offset new release volatility. "However, in our view, the
acquisition modestly improves Lions Gate's business risk profile,
mainly on account of increased leverage over exhibitors and
creative capabilities. Still, due to the volatile nature of
cash flows in the film industry, as well as the company's upfront
cash requirements, we would most likely assess the combined
company's business risk profile as 'vulnerable' or 'weak' (based
on our criteria)," S&P said.

"Including our assumption on administrative cost synergies," said
Standard & Poor's credit analyst Deborah Kinzer, "we estimate that
the pro forma ratio of lease-adjusted debt (including film
financing obligations) to EBITDA could decline to the mid- to
high-4x area as of Sept. 30, 2011, down from roughly 8.7x as of
the same date on a stand-alone basis. Traling-12-month
discretionary cash flow at Lions Gate was modestly negative as of
Sept. 30, 2011, mainly because of weak film performance and EBITDA
declines, but was less negative than the year-ago period.
Excluding the impact of special dividends paid in early 2011 at
Summit, pro forma trailing-12-month discretionary cash flow at the
combined entity was moderately positive. We expect potential
further EBITDA declines for Lions Gate in its fiscal fourth
quarter due to print and advertising (P&A) costs related to the
March 2012 release of 'Hunger Games.' However, assuming the film
is a box office success, EBITDA and discretionary cash flow could
meaningfully improve in fiscal 2013. In addition, the company will
benefit from the release of the final 'Twilight' film in November
2012. While the combined company has greater cash flow
visibility over the next few years, upon the completion of the
'Twilight' series, discretionary cash flow generation will depend
on the future magnitude of production spend and success across
other releases," S&P said.

"In resolving the CreditWatch listing, we will meet with
management to discuss its combined operating outlook, financial
policy, and business strategy following the transaction. Key
ratings considerations will include the combined company's pro
forma liquidity position, production strategy, and acquisition
orientation under the new structure," S&P said.


LOCATION BASED TECHNOLOGIES: Renews Pacts With CEO, CDO, and COO
----------------------------------------------------------------
Location Based Technologies entered into new executive employment
agreements with David Morse, Joseph Scalisi and Desiree Mejia
effective Jan. 12, 2012.  The Agreements were approved by the
Company's Board of Directors, with Mr. Morse and Ms. Mejia
abstaining.  The terms and conditions of the Agreements supersede
the preexisting employment agreements between the Executives and
the Company.

The Executives will continue to be employed in their current
positions: David Morse, Chief Executive Officer and Co-President;
Joseph Scalisi, Chief Development Officer and Co-President; and
Desiree Mejia, Chief Operating Officer.

The Agreements expire Jan. 12, 2017, the fifth anniversary of the
effective date, provided that they are automatically extended for
additional one-year periods unless either party provides written
notice to the contrary at least 60 days prior to the end of the
term then in effect.  The pre-existing employment agreements
expired Oct. 9, 2012, subject to extension.

Each Executive is entitled to a base salary of $15,000 per month
and to adjustments to his or her base salary based on certain
performance standards.  Under the new performance standards, the
base salary is increased in increments of $2,500 per month upon
the Company first achieving $1.5 million, $2.5 million,
$3.5 million, and $4.5 million in earnings before interest, taxes,
depreciation and amortization.

            Amended and Restated Stock Incentive Plan

The Board, at a meeting held Jan. 12, 2012, adopted an amendment
and restatement of the 2007 Stock Incentive Plan, which provides
for the grant of incentive and nonstatutory options, restricted
stock and stock appreciation rights covering up to 20,000,000
shares of common stock of the Company.  The Plan becomes effective
upon its approval by the Company's stockholders, but awards may be
made while receipt of stockholder approval is pending and, to the
extent required by applicable law, those awards will be
conditioned upon the receipt of that approval.

As provided in the Agreements, each Executive was granted an
incentive option on Jan. 12, 2012, to purchase 4,000,000 shares of
common stock of the Company at a price equal to 10% above the 30-
day volume weighted average price on the date of the signing of
the Agreements.  None of the options may be exercised unless and
until the Plan has been approved by the stockholders of the
Company.

                 About Location Based Technologies

Headquartered in Irvine, Calif., Location Based Technologies, Inc.
(OTC BB: LBAS) -- http://www.locationbasedtech.com/-- designs,
develops, and sells personal, pet, and vehicle locator devices and
services.

Location Based Technologies reported a net loss of $8.22 million
on $16,969 of total net revenue for the year ended Aug. 31, 2011,
compared with a net loss of $9.06 million on $67,090 of total net
revenue during the prior year.

The Company's balance sheet at Aug. 31, 2011, showed $9.40 million
in total assets, $4.17 million in total liabilities, $685,500 in
commitments and contingencies and $4.53 million in total
stockholders' equity.

Comiskey & Company, in Denver Colorado, expressed substantial
doubt about the Company's ability to continue as a going concern
following the 2011 results.  The independent auditors noted that
the Company has incurred recurring losses since inception and has
an accumulated deficit in excess of $37,000,000.  There is no
established sales history for the Company's products, which are
new to the marketplace.


LSP BATESVILLE: S&P Cuts Rating on Senior Secured Bonds to 'D'
--------------------------------------------------------------
Standard & Poor's Rating Services lowered its rating on LSP
Batesville Funding Corp.'s $150 million senior secured bonds due
2014 and $176 million senior secured bonds due 2025 to 'D' from
'CC'. The co-borrower to the debt is LSP Energy L.P. The recovery
rating is '4', indicating our expectation for average recovery of
principal (30% to 50%).

"The rating action follows the project's failure to make its Jan.
17, 2012, debt service payment of about $16.3 million on its
senior secure bonds. The project liquidity has been depleted and
we consider the possibility of a substantial equity infusion from
sponsors to be remote based on the project's underlying economics
and historical operational difficulties," S&P said.

"Based on these factors, we have concluded that payment will not
be made within the applicable cure period of five days as defined
by our criteria. As a result, we are lowering the rating to 'D',"
said Standard & Poor's credit analyst Theodore Dewitt.

Previously, the project's sponsor, CEP Batesville Acquisition
LLC's attempted to sell its stake in the project to TPF II
Southeast Holdings LLC pursuant to a purchase agreement entered in
late October 2011. The transaction's completion was subject to the
receipt of regulatory consents, a successful restart of Unit 1,
and a waiver of alleged defaults and certain consents of the
bondholders. On Dec. 12, 2011, a restart of Unit 1 was
unsuccessful. On Dec. 13, 2011, the project received a notice from
TPF II Southeast Holdings that terminated the purchase agreement.

Under the terms of the indenture, the issuers have 15 days to cure
a missed payment before it becomes an event of default. At this
stage the issuers are continuing to evaluate their options
concerning payment of interest and principal on the bonds.


M & M DEVELOPER: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: M & M Developer LLC
        482-484 Seneca Avenue
        Ridgewood, NY 11385

Bankruptcy Case No.: 12-40281

Chapter 11 Petition Date: January 18, 2012

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Jerome Feller

Debtor's Counsel: James O. Guy, Esq.
                  GUY LAW OFFICES
                  49 Spice Mill Boulevard
                  Clifton Park, NY 12065
                  Tel: (518) 320-7136
                  Fax: (518) 320-7136
                  E-mail: jguylaw@gmail.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Morad Yeroushalmi, managing member.


MA BB OWEN: Wants to Sell Properties to Castle Hill for $23-Mil.
----------------------------------------------------------------
MA BB Owen LP and MA-BBO Five LP seek entry of an order
authorizing the sale of all its properties to Castle Hill
Partners, Inc., or any other successful bidder free and clear of
all claims, encumbrances, liens, and interests.

The Debtors has reached an Asset Purchase Agreement with Castle
Hill which provides for the sale of the Debtors' right, title and
interest in, to and under substantially all of the Debtors' assets
free and clear of any and all liens, encumbrances, claims and
other interests.  The transaction is subject to higher or better
offers.

In consideration for the Properties, the Potential Buyer has
agreed to provide consideration at the closing of the Transaction
comprised of:

    (i) $23,000,000 with $15,500,000 allocated to the property
        owned by MA BB Owen, LP and $7,500,000 allocated to the
        property owned by MA-BBO Five, LP,

   (ii) $330,000 to cure defaults under the Desired 365 Contracts,

  (iii) $125,000 to be paid to the Debtors' estates for the
        benefit of creditors, and

   (iv) the payment of $22,433.46 of past due ad valorem taxes on
        the Properties.

Under the Purchase Agreement, the Potential Buyer has the right
prior to the end of the Designation Period to exclude from the
Properties transferred to the Potential Buyer any documents,
contracts and assets that the Potential Buyer determines in its
sole and absolute discretion that it does not desire to purchase.

The Debtors and the Potential Buyer have agreed that in the event
that the Purchase Agreement consists of a term sheet rather than a
signed asset purchase agreement prior to the Bid Procedures
hearing, the Debtors will enter into a binding asset purchase
agreement with the Potential Buyer prior to five business days
after entry of the Bid Procedures Order unless otherwise consented
to in writing by the Potential Buyer in its sole and absolute
discretion.  In the event that the Debtors do not enter into a
binding asset purchase agreement with the Potential Buyer prior to
the APA Deadline, the Potential Buyer will have the right, but not
the obligation, to file a motion to compel the Debtors to sign an
asset purchase agreement that contains terms in accordance with
the term sheet that comprises the Purchase Agreement.

The Debtors also consent to an expedited hearing on such motion
and waive any requirement of an adversary proceeding.  In the
event that the Potential Buyer extends or waives the APA Deadline,
the extension or waiver will not impair the Potential Buyer's
right to the Break-Up Fee or to compel the Debtor to sell the
Properties to the Potential Buyer in accordance with the Purchase
Agreement.

The Debtors have extensively explored various sale and
reorganization alternatives, including, without limitation, the
sale of assets and properties of the Debtors.  In consultation
with its financial advisors, the Debtors have determined that it
is in the best interests of the Debtors' estates to sell the
Properties at this time.  The Debtors believe that the
Transaction, subject to a market test through the auction process,
will serve to maximize the value received by the Debtors for the
properties.

                         About MA BB Owen

MA BB Owen LP and MA-BBO Five LP are single-purpose entities
created by Marlin Atlantis, a Dallas, Texas-based commercial real
estate developer.  MA BB Owen purchased 1,115 acres of land in the
City of McKinney, Texas, using a $22.8 million loan from Hillcrest
Bank. MA-BBO Five acquired 592 acres of land adjacent to the
property utilizing a $11.07 million loan from Heritage bank.

MA-BBO Five and MA BB Owen filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Tex. Case Nos. 11-40644 and 11-40645) on
Feb. 28, 2011.  Joyce W. Lindauer, Esq., serves as bankruptcy
counsel.  MA BB estimated its assets at $10 million to $50
million.  MA-BBO Five estimated assets of up to $10 million and
liabilities of $50 million to $100 million.


MA BB OWEN: Proposes Bid Protections for Stalking Horse Bidder
--------------------------------------------------------------
In connection with the sale of all of their assets, MA BB Owen LP
and MA-BBO Five LP request that the Bankruptcy Court approve the
bid protections, including a "break-up" fee and expense
reimbursement for the stalking horse bidder, Castle Hill Partners,
Inc.

Bids that would compete with the stalking horse-bid must:

    (a) include aggregate consideration of at least the sum of
        $250,000 plus the Break-Up Fee plus the Purchase Price;

    (b) be accompanied by satisfactory evidence of committed
        financing or other financial ability;

    (c) identify each executory contract or unexpired lease that
        is to be assumed and assigned to the Potential Bidder; and

    (d) provide a good faith deposit in the amount of $1,250,000
        to the Debtors.

If competing bids are received by the deadline, the Debtors will
conduct an  auction at 9:30 a.m., prevailing Central time, on Feb.
10, 2012,  at the offices of Vinson & Elkins LLP, 2001 Ross
Avenue, Suite 3700, Dallas, Texas, or at a later time.

The Debtors request that a sale hearing on Feb. 13, 2012 at 10:30
a.m. prevailing Central time.

In the event Castle Hill is outbid at the auction, it will receive
a break-up fee of $704,323 (approximately 3% of the aggregate
gross consideration under the Purchase Agreement) in full in cash.

                         About MA BB Owen

MA BB Owen LP and MA-BBO Five LP are single-purpose entities
created by Marlin Atlantis, a Dallas, Texas-based commercial real
estate developer.  MA BB Owen purchased 1,115 acres of land in the
City of McKinney, Texas, using a $22.8 million loan from Hillcrest
Bank. MA-BBO Five acquired 592 acres of land adjacent to the
property utilizing a $11.07 million loan from Heritage bank.

MA-BBO Five and MA BB Owen filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Tex. Case Nos. 11-40644 and 11-40645) on
Feb. 28, 2011.  Joyce W. Lindauer, Esq., serves as bankruptcy
counsel.  MA BB estimated its assets at $10 million to $50
million.  MA-BBO Five estimated assets of up to $10 million and
liabilities of $50 million to $100 million.


MARKETING WORLDWIDE: Incurs $2.2 Million Net Loss in Fiscal 2011
----------------------------------------------------------------
Marketing Worldwide Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, reporting a
net loss of $2.27 million on $1.91 million of revenue for the year
ended Sept. 30, 2011, compared with a net loss of $2.34 million on
$4.02 million of revenue during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.50 million in total assets, $6.06 million in total liabilities,
$3.49 million in Series A convertible preferred stock, and a
$8.05 million total stockholders' deficiency.

RBSM LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern following the
Company's 2011 financing results.  The independent auditors noted
that the Company has generated negative cash flows from operating
activities, experienced recurring net operating losses, is in
default of loan certain covenants, and is dependent on securing
additional equity and debt financing to support its business
efforts.

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

                        http://is.gd/fnb7MC

                     About Marketing Worldwide

Based in Howell, Michigan, Marketing Worldwide Corporation
operates through the holding company structure and conducts its
business operations through its wholly owned subsidiaries
Colortek, Inc., and Marketing Worldwide, LLC.

Marketing Worldwide, LLC, is a complete design, manufacturer and
fulfillment business providing accessories for the customization
of vehicles and delivers its products to large global automobile
manufacturers and certain Vehicle Processing Centers primarily in
North America.  MWW operates in a 23,000 square foot leased
building in Howell Michigan.

Colortek, Inc., is a Class A Original Equipment painting facility
and operates in a 46,000 square foot owned building in Baroda,
which is in South Western Michigan.  MWW invested approximately
$2 million into this paint facility and expects the majority of
its future growth to come from this business.


MC2 CAPITAL: Wants Court's OK to Incur $150,000 Debt from SCP
-------------------------------------------------------------
MC2 Capital Partners, LLC, asks the U.S. Bankruptcy Court for the
Northern District of California for authorization to incur
administrative priority unsecured debt in an amount of up to
$500,000 from Shaw Capital Partners, LLC, to pay critical expenses
of administration, including the maintenance of property and
casualty insurance and security services on the Estate's real
property.  Shaw Capital Partners is owned and controlled by Thomas
Monahan and Monahan Pacific Corporation, the 95% LLC member and
manager of the Debtor of the Debtor, respectively.

The principal terms of the $150,000 revolving line of credit DIP
Financing Agreement are:

(1) The loan will bear interest at 10% per annum;

(2) Expenditures will be made pursuant to a budget;

(3) The loan will be entitled to administrative priority
treatment; and

(4) the loan will be due on the earlier of May 31, 2012, a sale of
substantially all of the Debtor's assets, or the Effective Date of
a confirmed Plan of Reorganization.

                         About MC2 Capital

MC2 Capital Partners, LLC, based in San Rafael, California, filed
for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 11-14366)
on Dec. 1, 2011.  Judge Alan Jaroslovsky presides over the case.
John H. MacConaghy, Esq., and Jean Barnier, Esq., at MacConaghy
and Barnier, PLC, in Sonoma, Calif., serve as counsel.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and $50 million to $100 million in debts.

The Debtor's Manager is Monahan Pacific Corporation.  Thomas
Monahan -- an officer and director of Monahan Pacific Corporation
and the holder of 95% of the LLC equity interests in the Debtor --
signed the petition.  He has been appointed as responsible
individual for the Debtor.


MERIDIAN SHOPPING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Meridian Shopping Center, LLC
        428 S. Main Street
        Milpitas, CA 95035

Bankruptcy Case No.: 12-50380

Chapter 11 Petition Date: January 18, 2012

Court: U.S. Bankruptcy Court
       Northern District of California (San Jose)

Judge: Stephen L. Johnson

Debtor's Counsel: Dennis Yan, Esq.
                  LAW OFFICE OF DENNIS YAN
                  595 Market Street, #1350
                  San Francisco, CA 94105
                  Tel: (415)867-5797
                  E-mail: dennisy@yahoo.com

Scheduled Assets: $14,000,000

Scheduled Liabilities: $10,912,623

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by John Wynn, manager.


MICROBILT CORP: Has Full-Payment Reorganization Plan
----------------------------------------------------
MicroBilt Corporation has filed a disclosure statement in support
of its plan of reorganization with the U.S. Bankruptcy Court for
the District of New Jersey.

All cash necessary for the Reorganized Debtors to make payments
pursuant to the Plan will be funded by the use of the Debtors'
existing cash on hand as of the Effective Date.  As of Dec. 15,
2011, the Debtors' cash on hand is $6,430,721.  The Debtors
anticipate that the available cash as of the distribution date
will be sufficient to pay allowed general unsecured claims in
full.

The classification and treatment of claims under the plan are:

     A. Class 1 (Non-Tax Priority Claims) will receive cash equal
        to the amount of allowed claim.  The estimated amount of
        Class 1 claims is $10,000 and the estimated recovery is
        100%.

     B. Class 2 (General Unsecured Claims) will receive a pro rata
        share of available cash in the class 2 cash pool.  The
        estimated amount of allowed class 2 claims is $2,658,391
        while the estimated percentage recovery of the claims is
        75-100%.

     C. Class 3 (Equity Interests) will be retained and will
        remain unaffected and unchanged by the Plan.  The
        estimated percentage recovery of Class 3 claims is 100%.

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

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

                   About MicroBilt Corporation

MicroBilt Corporation in Princeton, New Jersey, and CL Verify LLC
in Tampa, Florida, offer small business owner solutions for fraud
prevention, consumer financing, debt collection, skip tracing and
background screening.  MicroBilt provides access to over 3 billion
debit account records, nearly 30 billion pieces of demographic and
public record data and over 100 million unique consumer records to
prevent identity fraud, evaluate credit risk and retain customer
relationships.

MicroBilt and CL Verify filed for Chapter 11 five days apart:
MicroBilt (Bankr. D. N.J. Case No. 11-18143) on March 18, 2011,
and CL Verify (Bankr. D. N.J. Case No. 11-18715) on March 23,
2011.  The Debtors tapped Lowenstein Sandler PC as their counsel,
and Maselli Warren, PC, as their special litigation counsel.

MicroBilt estimated $10 million to $50 million in both assets and
debts.  CL Verify estimated $100 million to $500 million in
assets, but under $1 million in debts.  Court papers say the
Debtors have roughly $8.4 million in unsecured debt and no secured
debt.  The Debtors believe they have an enterprise value of
$150 million to $180 million.

No trustee, examiner or committee has been requested or appointed
in these Chapter 11 cases.


MORRIER RANCH: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Morrier Ranch, Inc.
          aka Morrier Hop Storage
        402 E. Yakima Avenue, Suite 1200
        Yakima, WA 98901

Bankruptcy Case No.: 12-00179

Chapter 11 Petition Date: January 17, 2012

Court: U.S. Bankruptcy Court

Judge: Patricia C. Williams

Debtor's Counsel: James P. Hurley, Esq.
                  HURLEY & LARA
                  411 N. Second Street
                  Yakima, WA 98901
                  Tel: (509) 248-4282
                  Fax: (509) 575-5661
                  E-mail: jamesphurley@hotmail.com

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

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

The petition was signed by Joseph R. Morrier, president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Yakima County Treasurer            --                      $48,454
P.O. Box 22530
Yakima, WA 98907

Velikanje Halverson, PC            --                      $21,595
P.O. Box 22550
Yakima, WA 98907

Russ Harman Electric Co.           --                      $14,253
P.O. Box 547
Yakima, WA 98907

Pacific Power                      --                       $3,397

Roza Irrigation District           --                       $3,278

Hordan Planning Services           --                       $2,568

Baker & McKenzie LLP               --                       $2,497

All American Propane               --                         $964

Hahn Motor Company                 --                         $902

Cascade Natural Gas Corp.          --                         $705

Doubl-Kold                         --                         $517

Reyes Landscaping                  --                         $427

Pape' Matrial                      --                         $419

McKinney Glass                     --                         $315

Commercial Tire                    --                         $298

Fireman's Funds Ins.               --                         $258

Oxarc, Inxc.                       --                         $255

Valley Septic Service              --                         $242

ASAP Metal Fabricators, Inc.       --                         $130

Contract Services                  --                         $125


MRDUCS LLC: Court Approves Terms of Seiller Waterman Employment
---------------------------------------------------------------
MRDUCS LLC won Bankruptcy Court authority to employ to David
Cantor, Esq. -- cantor@derbycitylaw.com -- and the law firm of
Seiller Waterman LLC as its counsel -- but not before scrutiny
from the United States Trustee.

The Debtor sought to hire the firm, nunc pro tunc back to Sept.
19, 2011.  The Office of the United States Trustee filed a limited
objection to the Application.  While the U.S. Trustee had no
opposition to the nunc pro tunc employment of the firm, the U.S.
Trustee did oppose some of the terms of the retention agreement.

In November 2011, the Court approved the nunc pro tunc retention
of the firm but granted the Debtor and the U.S. Trustee additional
time to supplement the record, after which it would take the terms
of the retention agreement under submission.  Both the Debtor and
the U.S. Trustee filed supplemental pleadings and on Jan. 10,
2012, the Court took the matter under submission.

The Debtor's Application indicated that the Debtor had paid the
firm a $6,500 retainer for its services to be rendered as the
Debtor's counsel.  The Application also states, "[i]n anticipation
that the aforementioned retainer will not be sufficient to pay for
all services performed and expenses incurred, client has agreed to
deposit an additional one thousand dollars ($1,000.00) into
counsel's escrow account each month while counsel serves as
bankruptcy counsel to client.  Each said escrow deposit is due on
the 5th of each calendar month.  All fees will be paid upon
approval by the Bankruptcy Court, if necessary."

The U.S. Trustee objected on the basis that the $1,000 to be
escrowed monthly represents an "evergreen" retainer and that the
firm had not demonstrated that the circumstances of this case
warranted approving this fee arrangement.  Moreover, the U.S.
Trustee argued that "[l]ocking substantial funds into escrow for
the benefit of counsel deprives the debtor of much needed
flexibility in meeting its needs, particularly unanticipated costs
which arise in Chapter 11 cases with distressing frequency."

At the hearing, the firm argued that it did not take a large
retainer in this case as the Debtor was not in a position to pay a
large retainer. Furthermore, the small retainer paid is
unacceptably small considering the size and complexity of this
case. Counsel for SW argued that it would be less of a burden for
the Debtor to escrow the $1,000 a month rather than have a large
attorney fee invoice three or four months down the road. Finally,
Counsel for SW also assured the Court that no monies deposited
into the escrow account would be paid without Court approval.

In a Jan. 19 Memorandum, Bankruptcy Judge Alan C. Stout approved
the terms of the retention agreement as proposed by the Debtor and
the law firm.  A copy of Judge Stout's decision is available at
http://is.gd/s6SCB6from Leagle.com.

Louisville, Kentucky-based MRDUCS LLC, doing business as Patriot
Tire & Auto Services, fild for Chapter 11 bankruptcy (Bankr. W.D.
Ky. Case No. 11-34502) on Sept. 19, 2011, estimating $1 million to
$10 million in assets and debts.  The petition was signed by
Michelle Doss, managing member.


MSR RESORT: Qualified Bids for Doral Golf Resort & Spa Due Feb. 20
------------------------------------------------------------------
As reported in the TCR on Dec. 23, 2011, the U.S. Bankruptcy Court
for the Southern District of New York approved procedures to test
whether someone else will make a better offer for the Doral Golf
Resort & Spa in Miami.

Donald Trump, the stalking horse bidder, has signed a deal to open
the auction with a $150 million offer for the Property.  Other
preliminary bids are due initially on Jan. 6.  The deadline for
the submission of Qualified Bids is Feb. 20.

The auction is set for Feb. 27.  The winning bidder is to be
announced on Feb. 29, before a sale-approval hearing on March 2.

In the event, no competing bids are received, the auction will be
cancelled and the Debtors will seek approval for the sale of the
Property to Trump at the sale hearing.

Objections to the proposed sale are due Feb. 13, 2012, at 4:00
p.m.  Feb. 20, 2012, is the deadline for filing a response.

March 1, 2012, is the deadline for the filing of supplemental
objections to the Sale Order based on the results of the auction.

A copy of the bid procedures order is available for free at:

          http://bankrupt.com/misc/msrresort.doc920.pdf

                         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.


MUNICIPAL MORTGAGE: Lisa Roberts Continues to Serve as CFO
----------------------------------------------------------
Municipal Mortgage & Equity, LLC, and Lisa M. Roberts executed an
employment agreement effective as of Oct. 1, 2011, pursuant to
which Ms. Roberts continues to be employed as Chief Financial
Officer.  The employment agreement has a term ending on April 1,
2014, and provides for an annual base compensation of $400,000 as
of Oct. 1, 2011; $425,000 as of Jan. 1, 2012; and $450,000 as of
Jan. 1, 2013.  The agreement provides for incentive compensation
payable in cash as determined by the Compensation Committee based
on the recommendation of the CEO that Employee has met specific
goals and objectives for each calendar year 2011, 2012 and 2013,
which goals shall include but not be limited to timely filing of
our Form 10K.

The agreement requires the Company to indemnify Ms. Roberts from
any and all liability for acts or omissions performed in the
course of her employment.

                     About Municipal Mortgage

Baltimore, Md.-based Municipal Mortgage & Equity, LLC (Pink
Sheets: MMAB) -- http://www.munimae.com/-- was organized in 1996
as a Delaware limited liability company and is classified as a
partnership for federal income tax purposes.

When the Company became a publicly traded company in 1996, it was
primarily engaged in originating, investing in and servicing tax-
exempt mortgage revenue bonds issued by state and local government
authorities to finance affordable multifamily housing
developments.  Since then, the Company made several acquisitions
that significantly expanded its business.  However, in 2008, due
to the financial crisis, the Company began contracting its
business.

The Company has sold, liquidated or closed down all of its
different businesses except for its bond investing activities and
certain assets and residual interests related to the businesses
and assets that the Company sold due to its liquidity issues.

The Company has a majority position in International Housing
Solutions S.a.r.l., a partnership that was formed to promote and
invest in affordable housing in overseas markets.  In addition, at
Dec. 31, 2010, the Company has an unfunded equity commitment of
$5.1 million, or 2.67% of total committed capital with respect to
its role as the general partner to the South Africa Workforce
Housing Fund SA I ("SA Fund").  The SA Fund was formed to invest
directly or indirectly in housing development projects and housing
sector companies in South Africa.  A portion of the funding of SA
Fund is participating debt provided by the United States Overseas
Private Investment Corporation, a federal government entity, and
the remainder is equity primarily invested by institutional and
large private investors.  The Company expects to continue this
business.

The Company also reported a net loss of $47.59 million on
$73.87 million of total revenue for the nine months ended
Sept. 30, 2011, compared with a net loss of $69.65 million on
$80.05 million of total revenue for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.93 billion in total assets, $1.22 billion in total liabilities
and $707.23 million in total equity.

As reported by the TCR on April 6, 2011, KPMG LLP, in Baltimore,
Maryland, expressed substantial doubt about Municipal Mortgage &
Equity's ability to continue as a going concern.  The independent
auditors noted that the Company has been negatively impacted by
the deterioration of the capital markets and has liquidity issues
which have resulted in the Company having to sell assets,
liquidate collateral positions, post additional collateral, sell
or close different business segments and work with its creditors
to restructure or extend its debt arrangements.

Municipal Mortgage reported a net loss of $72.5 million on
$107.7 million of total revenue for 2010, compared with a net loss
of $380.1 million on $134.8 million of total revenue for 2009.

                         Bankruptcy Warning

The Company's ability to restructure its debt is especially
important with respect to the subordinated debentures.  The
weighted average pay rate on the remaining $196.7 million (unpaid
principal balance) of subordinated debentures was 2.1% at
Sept. 30, 2011.  The Company's pay rates are due to increase in
the first and second quarters of 2012, which will bring the
weighted average pay rate to approximately 8.6%.  The Company does
not currently have the liquidity to meet these increased payments.
In addition, substantially all of the Company's assets are
encumbered, which limits its ability to increase its liquidity by
selling assets or incurring additional indebtedness.  There is
also uncertainty related to the Company's ability to liquidate
non-bond related assets at sufficient amounts to satisfy
associated debt and other obligations and there are a number of
business risks surrounding the Company's bond investing activities
that could impact its ability to generate sufficient cash flow
from the bond portfolio.  These uncertainties could adversely
impact the Company's financial condition or results of operations.
In the event the Company is not successful in restructuring or
settling its remaining non-bond related debt, or in generating
liquidity from the sale of non-bond related assets or if the bond
portfolio net interest income and the common equity distributions
the Company receives from its subsidiaries are substantially
reduced, the Company may have to consider seeking relief through a
bankruptcy filing.


MUSCLEPHARM CORP: Files Third Amendment to 126.4 Million Offering
-----------------------------------------------------------------
Musclepharm Corporation filed with the U.S. Securities and
Exchange Commission amendment no.3 to its Form S-1 registration
statement regarding the resale of 126,400,000 Shares of the
Company's common stock, par value $0.001 per share, by the selling
security holders, including (i) 12,000,000 Put Shares that the
Company will put to Southridge pursuant to the Equity Purchase
Agreement, (ii) 82,000,000 Purchase Shares, and (iii) 32,400,000
Warrant Shares.

The Equity Purchase Agreement provides that Southridge is
committed, at the Company's sole option, to purchase up to
$10,000,000 of the Company's common stock.  The Company may draw
on the facility from time to time, as and when the Company
determines appropriate in accordance with the terms and conditions
of the Equity Purchase Agreement.

Southridge is an "underwriter" within the meaning of the
Securities Act of 1933, as amended, in connection with the resale
of the Put Shares under the Equity Purchase Agreement.  No other
underwriter or person has been engaged to facilitate the sale of
the Put Shares in this offering.  This offering will terminate 24
months after the registration statement to which this prospectus
is made a part is declared effective by the SEC.  Southridge will
pay the Company 94% of the average of the lowest closing bid price
of the Company's common stock reported by Bloomberg, LP, in any
two trading days, consecutive or inconsecutive, of the five
consecutive trading day period commencing the date a put notice is
delivered.

The Company will not receive any proceeds from the sale of the
Shares.  However, the Company will receive proceeds from the sale
of the Company's Put Shares under the Equity Purchase Agreement.
The proceeds will be used for working capital or general corporate
purposes.  The Company will bear all costs associated with the
registration of the Shares under the Securities Act.

The Company's common stock is quoted on the OTCBB under the symbol
"MSLP.OB."  The Shares registered hereunder are being offered for
sale by the Selling Security Holders at prices established on the
OTCBB during the term of this offering.  On Jan. 18, 2012, the
closing bid price of the Company's common stock was $0.01 per
share.  These prices will fluctuate based on the demand for the
Company's common stock.

A full-text copy of the amended prospectus is available at:

                        http://is.gd/2BySwd

                         About MusclePharm

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

Berman & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about MusclePharm's ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that the Company had a net loss of
$19.6 million and net cash used in operations of $3.8 million for
the the year ended Dec. 31, 2010; and a working capital deficit
and stockholders' deficit of $2.8 million and $1.7 million,
respectively, at Dec. 31, 2010.

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

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


NATIONAL GRAPHICS: Whyte Hirschboeck Disqualified as Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Wisconsin
denied National Graphics, Inc.'s application to employ Whyte
Hirschboeck Dudek S.C., as its special counsel.  The Court
disqualified Whyte Hirschboeck under Section 327(e) of the
Bankruptcy Code as holding an interest in the estate.

National Graphics, Inc., filed a Chapter 11 petition (Bankr. E.D.
Wisc. Case No. 11-36818) on Nov. 7, 2011, in Milwaukee, Wisconsin,
Leonard G. Leverson, Esq. at Leverson & Metz S.C. in Milwaukee,
Wisconsin serves as counsel to the Debtor.   The Debtor estimated
up to $50 million in assets and up to $10 million in liabilities.


NATIONAL HOLDINGS: COR Securities Discloses 41% Equity Stake
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, COR Securities Holdings Inc. and its
affiliates disclosed that, as of Jan. 13, 2012, they beneficially
owns 10,860,378 shares of common stock of National Holdings
Corporation representing 41% of the shares outstanding.  A full-
text copy of the filing is available at http://is.gd/Mh5dFi

                         National Holdings

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.

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.


NATIONAL HOLDINGS: Bruce Galloway Discloses 5.7% Equity Stake
-------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Bruce Galloway and his affiliates disclosed that, as
of Jan. 13, 2012, they beneficially own 1,249,691 shares of common
stock of National Holdings Corporation representing 5.70% of the
shares outstanding.  The percentage is based of 21,946,704 shares
of common stock reported by the Company to be issued and
outstanding as of Jan. 11, 2012, in the Company's latest Annual
Report on Form 10-K as filed with the Securities and Exchange
Commission on Jan. 13, 2012.  A full-text copy of the Schedule 13D
is available for free at http://is.gd/1INuxJ

                       About National Holdings

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.

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.


NATIVE WHOLESALE: Court OKs Gross Shuman as Bankr. Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
authorized Native Wholesale Supply Company to employ Gross,
Shuman, Brizdle & Gilfillan, P.C., as its counsel.  As counsel,
Gross Shuman will:

   (a) take all necessary action to protect and preserve the
       estate of the Debtor, including the prosecution of actions
       on the Debtor's behalf, the defense of any actions
       commenced against the Debtor, negotiations concerning all
       litigation in which the Debtor is involved, and objection
       to claims filed against the estate;

   (b) prepare on behalf of the Debtor, as debtor-in-possession,
       all necessary motions, applications, answers, orders,
       reports and papers in connection with the administration of
       the estate;

   (c) negotiate and prepare on behalf of the Debtor a plan of
       reorganization and all related documents; and

   (d) perform all other necessary legal services in connection
       with the Chapter 11 case.

The Debtor will pay Gross Shuman at the firm's customary hourly
rates which ranges from $250 to $360 per hour for partners, $155
to $295 per hour for associates and $135 per hour for
paraprofessionals.  The Debtor will also reimburse the firm for
its expenses incurred including, among other things, telecopier
charges, travel expenses, computerized research and transcription
costs.

                       About Native Wholesale

Native Wholesale Supply Company is in the business of importing
cigarettes and other tobacco products from Canada and selling them
within the United States.  It purchases the products from Grand
River Enterprises Six Nations, Ltd., a Canadian corporation and
the Debtor's only secured creditor.  Native is an entity organized
under the Sac and Fox Nation and has its principal place of
business at 10955 Logan Road in Perrysburg, New York.

Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011.  The Chapter 11 filing was triggered
to resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to be owing by the Debtor to the U.S. under the Disputed
Assessment.  The issues pertaining to the Disputed Assessment
resulted in two lawsuits, subsequently consolidated, now pending
in the Federal District Court.


NATIVE WHOLESALE: Can Hire Jaeckle Fleischmann as Special Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
authorized Native Wholesale Supply Company to employ Jaeckle
Fleischmann & Mugel, LLP, as its special counsel.  Jaeckle
Fleischmann will:

   (a) provide all necessary information to general counsel for
       the Debtor, including any and all information with respect
       to the Assessment Dispute, Assessment Dispute litigation
       and the Debtor's finances or operations;

   (b) assist, if necessary, in negotiating and preparing on
       behalf of the Debtor a plan of reorganization and all
       related documents; and

   (c) assist general bankruptcy counsel, if necessary, as needed,
       in connection with the Chapter 11 case.

The Debtor will pay Jaeckle Fleischmann based on the firm's
customary hourly rates which ranges from $225 to $325 per hour for
partners, $135 to $195 per hour for associates and $120 per hour
for paraprofessionals.  The Debtor will also reimburse the firm
for its expenses including, among other things, telecopier
charges, mail and express mail charges and travel expenses.

                       About Native Wholesale

Native Wholesale Supply Company is in the business of importing
cigarettes and other tobacco products from Canada and selling them
within the United States.  It purchases the products from Grand
River Enterprises Six Nations, Ltd., a Canadian corporation and
the Debtor's only secured creditor.  Native is an entity organized
under the Sac and Fox Nation and has its principal place of
business at 10955 Logan Road in Perrysburg, New York.

Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011.  The Chapter 11 filing was triggered
to resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to be owing by the Debtor to the U.S. under the Disputed
Assessment.  The issues pertaining to the Disputed Assessment
resulted in two lawsuits, subsequently consolidated, now pending
in the Federal District Court.


NATIVE WHOLESALE: Court OKs Mengel Mertzger as Accountants
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
authorized Native Wholesale Supply Company to employ Mengel
Mertzger Barr & Co. LLP as its accountants.  The firm will, among
other things, prepare financial statements and prepare year end
payroll tax form.  The firm anticipates that other additional
accounting services will be needed in formulation of the Debtor's
reorganizational Plan.

The firm's rates are:

            Personnel                Rates
            ---------                -----
            Partners                 $250
            Managers                 $175
            Senior Staff             $150
            Staff                    $100
            ParaProfessional          $50

                      About Native Wholesale

Native Wholesale Supply Company is in the business of importing
cigarettes and other tobacco products from Canada and selling them
within the United States.  It purchases the products from Grand
River Enterprises Six Nations, Ltd., a Canadian corporation and
the Debtor's only secured creditor.  Native is an entity organized
under the Sac and Fox Nation and has its principal place of
business at 10955 Logan Road in Perrysburg, New York.

Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011.  The Chapter 11 filing was triggered
to resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to be owing by the Debtor to the U.S. under the Disputed
Assessment.  The issues pertaining to the Disputed Assessment
resulted in two lawsuits, subsequently consolidated, now pending
in the Federal District Court.


NATIVE WHOLESALE: Court Approves Windels Marx as Special Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
authorized Native Wholesale Supply Company to employ Windels Marx
Lane & Mittendorf, LLP, as its special counsel.  As special
counsel, Windels Marx will:

   (a) provide all necessary information to general counsel for
       the Debtor, including any and all information with respect
       to the Assessment Dispute, Assessment Dispute litigation
       and the Debtor's finances or operations;

   (b) assist, if necessary, in negotiating and preparing on
       behalf of the Debtor a plan of reorganization and all
       related documents; and

   (c) assist general bankruptcy counsel, if necessary, as needed,
       in connection with the Chapter 11 case.

The Debtor will pay Windels Marx in accordance with the firm's
customary hourly rates which range from $410 to 850 per hour for
partners, $250 to $490 per hour for associates and $135 to $250
per hour for paraprofessionals.  The Debtor will also reimburse
Windels Marx for its expenses including, among other things,
photocopying charges, travel expenses and expenses for
"working meals".

                       About Native Wholesale

Native Wholesale Supply Company is in the business of importing
cigarettes and other tobacco products from Canada and selling them
within the United States.  It purchases the products from Grand
River Enterprises Six Nations, Ltd., a Canadian corporation and
the Debtor's only secured creditor.  Native is an entity organized
under the Sac and Fox Nation and has its principal place of
business at 10955 Logan Road in Perrysburg, New York.

Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011.  The Chapter 11 filing was triggered
to resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to be owing by the Debtor to the U.S. under the Disputed
Assessment.  The issues pertaining to the Disputed Assessment
resulted in two lawsuits, subsequently consolidated, now pending
in the Federal District Court.


NEBRASKA BOOK: Wins Approval to Close 7 Off-Campus Stores
--------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Nebraska Book Co.
won bankruptcy-court permission to close seven off-campus college
bookstores as part of its bid to become leaner in Chapter 11.

                        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: Issues $400,000 Conv. Note to YA Global
--------------------------------------------------------------
NeoMedia Technologies, Inc., on Jan. 11, 2012, entered into an
Agreement to issue and sell a secured convertible debenture to YA
Global Investments, L.P., in the principal amount of $400,000.
The closing of the transaction was held on Jan. 11, 2012.  In
addition to the Debenture, the Company also issued a warrant to
the Buyer to purchase 1,000,000 shares of the Company's common
stock, par value $0.001 per share, for an exercise price of $0.15
per share.

The Debenture will mature on July 29, 2012, and will accrue
interest at a rate equal to 14% per annum and such interest will
be paid on the Maturity Date in cash or, provided that certain
Equity Conditions are satisfied.  At any time, the Buyer will be
entitled to convert any portion of the outstanding and unpaid
principal and accrued interest thereon into fully paid and non-
assessable shares of Common Stock at a price equal to the lesser
of $0.10 and 95% of the lowest volume weighted average price of
the Common Stock during the 60 trading days immediately preceding
each conversion date.

The Debenture is secured by certain pledges made with respect to
the assets of the Company and its subsidiaries as set forth in the
Fifteenth Ratification Agreement dated Jan. 11, 2012, and that
certain Security Agreement and Patent Security Agreement both
dated July 29, 2008, by and among the Company, each of the
Company's subsidiaries made a party thereto, and the Buyer.

In connection with the Agreement, the Company also entered into
those certain Irrevocable Transfer Agent Instructions with the
Buyer, an escrow agent and WorldWide Stock Transfer, LLC, the
Company's transfer agent.

The Company will not affect any conversion, and the Buyer will not
have the right to convert any portion of the Debenture to the
extent that after giving effect to such conversion, the Buyer
would beneficially own in excess of 9.99% of the number of shares
of Common Stock outstanding immediately after giving effect to
such conversion, except for not less than 65 days prior written
notice from the Buyer.

The Company will have the right to redeem a portion or all amounts
outstanding in the Debenture via Optional Redemption by paying the
amount equal to the principal amount being redeemed plus a
redemption premium equal to 10% of the principal amount being
redeemed, and accrued interest.

                     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.


NET ELEMENT: Hikes Base Salaries of Named Executive Officers
------------------------------------------------------------
Net Element, Inc., increased the compensation of its Chief
Financial Officer and Chief Technology Officer and of the Chief
Executive Officer of the Company's subsidiary Openfilm, LLC,
effective Nov. 16, 2011.  In addition, on Dec. 31, 2011, the
Company's Chief Executive Officer, Mike Zoi, was paid the full
amount of his compensation that was previously deferred, which
totaled $150,000.  The annual base salary of the Company's Chief
Financial Officer, Jonathan New, was increased from approximately
$56,000 per year to $112,000 per year.  The annual base salary of
the Company's Chief Technology Officer, Ivan Onuchin, was
increased from $72,000 per year to $96,000 per year.  The annual
base salary of the Chief Executive Officer of the Company's
subsidiary Openfilm, LLC, Dmitry Kozko, was increased from $48,000
to $96,000.

                         About Net Element

Miami, Fla.-based Net Element, Inc. (formerly TOT Energy, Inc.)
currently operates several online media websites in the film, auto
racing and emerging music talent markets.

The Company reported a net loss of $3.1 million on $242 of sales
for the nine-month period ended Dec. 31, 2010.  The Company had a
net loss of $6.6 million on $0 revenue for the twelve months ended
March 31, 2010.

The Company also reported a net loss of $23.53 million on $143,988
of net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $2.62 million on $0 of net revenues for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.95 million in total assets, $5.69 million in total liabilities,
and a $3.73 million total stockholders' deficit.

Daszkal Bolton LLP, in Fort Lauderdale, Fla., expressed
substantial doubt about Net Element's ability to continue as a
going concern.  The independent auditors noted that the Company
has experienced recurring losses and has an accumulated deficit
and stockholders' deficiency at Dec. 31, 2010.


NET TALK.COM: Adopts 2011 Stock Option Plan
-------------------------------------------
Net Talk.com, Inc., on June 15, 2011, adopted the 2011 Stock
Option Plan which is intended to advance the interests of the
Company's shareholders by enhancing the Company's ability to
attract, retain and motivate persons who make important
contributions to the Company by providing such persons with equity
ownership opportunities and performance-based incentives and
thereby better aligning the interests of those persons with those
of the Company's shareholders.  All of the Company's employees,
officers, and directors, and those Company's consultants and
advisors:

   (i) that are natural persons; and

  (ii) who provides bona fide services to the Company not
       connected to a capital raising transaction or the promotion
       or creation of a market for the Company's securities, are
       eligible to be granted options or restricted stock awards
       under the Plan.

The maximum aggregate number of shares of the Company's common
stock that may be issued under the Plan is 20,000,000 shares of
the Company's common stock.

On Jan. 16, 2012, Net Talk.com, Inc., approved and issued 75,000
shares of common stock to a non-employee consultant to be issued
and distributed under the Company's 2011 Stock Option Plan.

                         About Net Talk.com

Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
who provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol technology, session initiation protocol
technology, wireless fidelity technology, wireless maximum
technology, marine satellite services technology and other similar
type technologies.

The Company reported a net loss of $26.17 million $2.72 million of
revenue for the year ended Sept. 30, 2011, compared with a net
loss of $6.30 million on $737,498 of revenue during the prior
year.

The Company's balance sheet at Sept. 30, 2011, showed $9.57
million in total assets, $8.14 million in total liabilities,
$11.72 million in redeemable preferred stock and a $10.30 million
total stockholders' deficit.


NEW ATLANTIC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: New Atlantic Ready Mix Corp.
        183-30 Jamaica Avenue
        Hollis, NY 11423

Bankruptcy Case No.: 12-40252

Chapter 11 Petition Date: January 17, 2012

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Carla E. Craig

Debtor's Counsel: Bruce Weiner, Esq.
                  ROSENBERG MUSSO & WEINER LLP
                  26 Court Street, Suite 2211
                  Brooklyn, NY 11242
                  Tel: (718) 855-6840
                  Fax: (718) 625-1966
                  E-mail: rmwlaw@att.net

Estimated Assets: $100,001 to $500,000

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by John Cervoni, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
G&J Ready Mix & Masonry Supply Inc.   12-40253            01/17/12


NEWAYS ENTERPRISES: Lenders Swap Debt for Equity
------------------------------------------------
Liz Hoffman at Bankruptcy Law360 reports that new equity
investments from Z Capital Partners LLC and SAC Capital Advisors
LP have thrown a lifeline to Neways Enterprises Inc. that
defaulted on $250 million in loans last May.

Neways Enterprises Inc., a Utah-based manufacturer of nutritional
products that was majority-owned by Golden Gate Capital Management
LLC, emerged from an out-of-court restructuring that began last
spring.

The company's second-lien lenders -- including Z Capital, SAC and
Golden Gate -- swapped their debt for equity in the company,
according to Law360.


NEWPAGE CORP: Noteholders Release Right to Mill Insurance Proceeds
------------------------------------------------------------------
NewPage Corporation asks the U.S. Bankruptcy Court for the
District of Delaware for approval of the Stipulation by the
Debtors and the Collateral Trustee for the First Lien Notes
Regarding the Release of the Debtors' Mill in Wickliffe, Kentucky.

In April and May 2011, the Debtors incurred significant flood
damage at the Wickliffe Mill.  The mortgage granted to the
Collateral Trustee for the real property assets at the Wickliffe
Mill entitles the Collateral Trustee to the proceeds of the flood
insurance, but the insurer will not release to the Debtors the
proceeds from the insurance coverage without first receiving a
signature from the Collateral Trustee, as mortgagee and additional
insured under the flood insurance policy releasing its rights to
receive such proceeds.

The material provisions of the Stipulation are:

A. The First Lien Collateral Trustee on behalf of the First Lien
Noteholders releases and waives any rights it may have under the
mortgage (for the real property assets at the Wickliffe Mill), the
CTA and the insurance policy to receive the direct
proceeds of the such policy related to loss coverage for the 2011
Wickliffe Mill flood.

B. The First Lien Collateral Trustee will deliver the shares of
capital stock owned by NewPage and the 2007 Guarantors to the
Debtors, or such other person as the Debtors may direct, by no
later than five (5) business days following the entry of an order
approving this Agreement.

C. The First Lien Collateral Trustee will provide notice of the
Agreement and any motion requesting Court approval of this
Agreement to the First Lien Noteholders.

                        About NewPage Corp.

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

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

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

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

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

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


NEWPAGE CORP: Wants Plan Filing Period Extended Until July 3
------------------------------------------------------------
NewPage Corporation, et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend their exclusive periods to file and
solicit acceptances of a plan through and including July 3, 2012,
and Sept. 1, 2012, respectively.   This the first motion for
extension of the Debtors' exclusive periods.

The Debtors tell the Court that their business plan for a
reconfigured entity is only just being completed and, thus, more
time is needed to complete these efforts.

                        About NewPage Corp.

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

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

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

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

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

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


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

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $6,011,404
  B. Personal Property        $1,868,734,069
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                            $2,795,474,336
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $874,133,278
                                 -----------      -----------
        TOTAL                 $1,874,745,473   $3,669,607,614

A full-text copy of the schedules is available for free at
http://bankrupt.com/misc/NEWPAGECORP_sal.pdf

                        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 HOLDINGS: S&P Raises Corporate Credit Rating to 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on New York City-based Nielsen Holdings N.V. to 'BB' from
'BB-.' The outlook is stable.

"In addition, we assigned a 'BB+' issue-level rating (one notch
above the 'BB' corporate credit rating on parent The Nielsen
Holdings N.V.) and '2' recovery rating to the $1.25 billion senior
secured term loan A due 2017 issued by Nielsen Finance LLC. The
'2' recovery rating indicates our expectation of substantial (70%-
90%) recovery in the event of a payment default," S&P said.

"The company intends to use the proceeds of the term loan to
refinance most of its existing senior secured term loan due 2013,"
S&P related.

"We raised the ratings on Nielsen Holdings N.V. and its operating
company, The Nielsen Co. B.V., because the company is amending its
credit agreement, pushing out its 2013 maturities. In addition, in
the third quarter, the company's EBITDA grew 14%, exceeding our
expectations," S&P said.

"We expect that, given the company's operating momentum, Nielsen's
leverage will be at or below 4.75x when it reports its fiscal 2011
results or within six months after that," said Standard & Poor's
credit analyst Tulip Lim.

"The ratings reflect our expectation that the company will
continue to reduce leverage, although we expect its leverage will
remain relatively high over the near term," continued Ms. Lim.
"The rating also reflects our expectation that the company's
operating performance will remain stable, given its significant
sources of recurring revenue and its strong market position. These
factors and Nielsen's strong market positions in its two principal
businesses underpin our assessment of Nielsen's business risk
profile as 'satisfactory', based on our criteria."

"The outlook is stable. We expect Nielsen's business to grow
moderately, and believe the company will de-lever over the
intermediate term. Although we do not expect this would occur over
the near term, we could raise the rating if the company reduces
adjusted leverage to below 4x. We think this could occur if its
revenue grows at a high-single-digit percent rate, its EBITDA
margin rises by 50 basis points (bps), and the company directs
more than $700 million of its discretionary cash flow to debt
reduction, rather than to shareholder returns or cash- and debt-
financed acquisitions. We also factor into our view of the company
its success in building online audience measurement tools that
gain market acceptance," S&P said.

"We could lower the rating if we believe the company's leverage
will remain above the high-4x area or if we believe that
competition is intensifying and that this will result in margin
deterioration," S&P said.


NORTHAMPTON GENERATING: Court Approves Access to Cash Collateral
----------------------------------------------------------------
The Hon. J. Craig Whitley of the U.S. Bankruptcy Court for the
Western District of North Carolina authorized, on a final basis,
Northampton Generating Co. LP to use cash collateral.

U.S. Bank National Association, as successor collateral agent and
successor senior bond trustee for the senior bonds and Law
Debenture Trust Company of New York, not individually but as
successor bond trustee has consented to the Debtor's access to the
cash collateral to operate its business postpetition.

As of the Petition Date, the Debtor has obligations associated
with certain resource recovery revenue bonds issued for Debtor's
benefit in 1994.

As of the Petition Date, the amounts due and owing by Debtor with
respect to the Bonds and Bond Documents are:

   i) unpaid principal on the Senior Bonds in the amount of
      $71,400,000;

  ii) unpaid principal on the Junior Bonds in the amount of
      $19,100,000;

iii) accrued but unpaid interest on the Senior Bonds in the
      amount of $2,011,496;

  iv) accrued but unpaid interest on the Junior Bonds in the
      amount of $2,688,749; and

   v) unliquidated, accrued and unpaid fees and expenses of the
      Bond Trustees and their counsel incurred through the
      Petition Date.

As adequate protection from diminution in value of the lenders'
collateral the Debtor will grant each Bond Trustee replacement
lien and security interest (the Rollover Lien) in all assets of
the Debtor existing on or after the Petition Date of the same type
as the prepetition Bond Collateral, a superpriority administrative
expense claim status, subject to carve out.

Additionally, the Debtor will make adequate protection payments
based on fees and expenses of (x) the Bond Trustees and their
respective professionals and (y) certain specified professionals
representing the holders of the Junior Bonds, incurred in
connection with the Bonds, including the Prepetition Expense
Claim.

                About Northampton Generating Co. LP

Northampton Generating Co. LP is the owner of a 112 megawatt
electric generating plant in Northampton, Pennsylvania.  The plant
is fueled with waste products, including waste coal, fiber waste,
and tires.  The power is sold under a long-term agreement to an
affiliate of FirstEnergy Corp.

Northampton Generating filed for Chapter 11 bankruptcy (Bankr.
W.D.N.C. Case No. 11-33095) on Dec. 5, 2011.  Attorneys at Moore &
Van Allen PLLC serve as counsel to the Debtors.  Houlihan Lokey
Capital, Inc., is the financial advisor.

The Debtor estimated assets and debts of up to $500 million.  Debt
includes $73.4 million owing on senior bonds issued through the
Pennsylvania Economic Development Financing Authority.

The U.S. Trustee was unable to appoint a committee because no one
was willing to serve.


O&G LEASING: Hearing on Assets Sale Rescheduled Until Feb. 23
-------------------------------------------------------------
The Hon. Edward Ellington of the U.S. Bankruptcy Court for the
Southern District of Mississippi authorized O&G Leasing, LLC, to
to amend the agreed order granting amended motion of First
Security Bank, as indenture trustee, to amend timeline of sales
procedures order after the entry of the agreed order.

The Court, in its order, said that it recognized that because of
the President's Day holiday on Feb. 20, 2012, the Court's regular,
Chapter 13 hearing day will be on Feb. 22, instead of Feb. 20.

Accordingly, the date of the hearing on any objection for the
determination of the lead bid or the secondary bid as set forth in
the amended sales procedures will be moved from Feb. 22, to Feb.
23, at 9:30 a.m. (central time).

The Court noted that the agreed order and the amended sales
procedures are amended in that respect only; in all other
respects, the agreed order remains effective.

                         About O&G Leasing

Jackson, Mississippi-based O&G Leasing, LLC, was formed in 2006 to
acquire and construct land drilling rigs that it would lease to
its wholly-owned subsidiary, Performance Drilling Company, LLC.
Performance was formed to provide contract drilling services for
ArkLaTex (Arkansas, Louisiana and Eastern Texas) region, as well
as Alabama, Florida, Mississippi and Oklahoma.  The Company filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Case No.
10-01851) on May 21, 2010.  Douglas C. Noble, Esq., at McCraney
Montagnet & Quin, PLLC, assists the Company in its restructuring
effort.  The Company estimated $10 million to $50 million in
assets and $50 million to $100 million in liabilities.

On the same day, Performance Drilling Company, LLC, filed for
Chapter 11 bankruptcy protection.  Performance Drilling estimated
assets and debts of between $1 million to $10 million each.

The Debtors' cases have been jointly administered under Case No.
10-01851


O&G LEASING: Secured Creditor Hopes to Get Lift Stay Tomorrow
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
has rescheduled until Jan. 24, 2012, at 1:30 p.m., the hearing to
consider Washington State Bank's request for lift the automatic
stay against O&G Leasing, LLC.

WSB has filed a Notice of Default of agreed order dated Nov. 9,
2011, resolving WSB's motion for abandonment and request for
termination of Section 362 automatic stay or, in the alternative,
motion for adequate protection and resolving use of cash
collateral and other pending matters.

WSB noted that the Debtor has submitted insufficient funds.  For
September 2011, the Debtor paid WSB $100,592 instead of the
correct amount of $107,277 (a difference of $6,685) and for
October 2011, the Debtor paid WSB $51,447 instead of the correct
amount of $55,028 (a difference of $3,581).  WSB has not deposited
the payments for September and October because WSB does not want
the Debtor to assert that WSB accepted the payments and thereby
confirmed the payments as being accurate and complete.  Thus, the
Debtor is delinquent for the months of September and October, 2011
in the amount of $10,266.

The order provided that if the default is not cured within 30 days
from the date of the notice, the collateral of WSB will be
abandoned from the bankruptcy estate and the Section 362 automatic
stay will be terminated without further order of the Court to
allow WSB to foreclosure or repossess its collateral.

On Jan. 10, 2012, WSB entered into a stipulation with the Debtor
preserving status quo of WSB's Notice of Default of agreed order
and Debtors' objection thereto.

                         About O&G Leasing

Jackson, Mississippi-based O&G Leasing, LLC, was formed in 2006 to
acquire and construct land drilling rigs that it would lease to
its wholly-owned subsidiary, Performance Drilling Company, LLC.
Performance was formed to provide contract drilling services for
ArkLaTex (Arkansas, Louisiana and Eastern Texas) region, as well
as Alabama, Florida, Mississippi and Oklahoma.  The Company filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Case No.
10-01851) on May 21, 2010.  Douglas C. Noble, Esq., at McCraney
Montagnet & Quin, PLLC, assists the Company in its restructuring
effort.  The Company estimated $10 million to $50 million in
assets and $50 million to $100 million in liabilities.

On the same day, Performance Drilling Company, LLC, filed for
Chapter 11 bankruptcy protection.  Performance Drilling estimated
assets and debts of between $1 million to $10 million each.

The Debtors' cases have been jointly administered under Case No.
10-01851.


OPEN RANGE: Creditors Press to Get Docs From Fed Agencies
---------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that the unsecured
creditors committee for Open Range Communications Inc. asked a
Delaware bankruptcy judge on Tuesday to force various federal
agencies to hand over documents, as the committee gears up to sue
the government on the rural Internet provider?s behalf.

As reported in the Troubled Company Reporter on Jan. 17, 2012,
Bankruptcy Law360 said unsecured creditors in Open Range's case
won a hotly contested motion 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 related 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.


OPPENHEIMER PARTNERS: Access to MidFirst Cash Collateral Tomorrow
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has granted
Oppenheimer Partners Properties, LLP, permission to use MidFirst
Bank's cash collateral until Jan. 25, 2012, the date scheduled for
the Final Hearing on the Cash Collateral motion.

As of the Petition Date, MidFirst is owed under the Loan Docuemtns
the principal amount of $12,400,000, plus accrued and accruing
interest, costs, and attorneys fees, and other amounts, secured by
a lien on the Debtor's residential apartment complex located at
1502 East Osborn Road, in Phoenix, Arizona, and and the cash
collateral it generates.

Oppenheimer is authorized to use collateral (i) to pay ordinary,
necessary and actual operating expenses for the purposes and up to
the Cumulative Monthly Amounts set forth in a budget, (ii) to pay
any other expenses approved by the prior written consent of
MidFirst, in its sole discretion, and (iii) one-third (1/3) of the
current management fee.

Oppenheimer may use Cash Collateral to pay up to 105% of the
amount for a month in any line item category.

Oppenheimer is not authorized to and will not without the express
written consent of MidFirst, pay any of the following: (i) any
salary, management fees, personal expenses (including permits,
fees and bonds related to Debtor's General Contracting License),
reimbursement (including meals, vehicle expense and health care),
or other forms of remuneration to Karl D. Haytcher, Eric M.
Hamburger or any insiders of the Debtor; (ii) capital
improvements; and (iii) the fees and costs of professionals
employed by the Debtor.

As adequate protection, MidFirst is granted a Replacement Lien in
all of Oppenheimer's now owned or after acquired personal
property.  The Replacement Lien does not encumber any avoidance
actions pursuant to 11 U.S.C. Sections 544, 545, 547, 548, and
553(b) and any proceeds therefrom.

To the extent that MidFirst's interest in the Cash Collateral is
not adequately protected by the terms of this Order, MidFirst will
also have an allowed superpriority administrative expense claim
pursuant to 11 U.S.C. Section 507(b).

Oppenheimer will pay to MidFirst from cash collateral a monthly
payment beginning with payment of $26,910, which will be paid to
MidFirst within two (2) business days of the date of the entry of
this Order.  Thereafter, Oppenheimer will pay to MidFirst from
Cash Collateral, the regular monthly payment due under the Loan
Documents.

Counsel for MidFirst Bank may be reached at:

         Alan A. Meda, Esq.
         STINSON MORRISON HECKER LLP
         1850 N. Central Avenue, Suite 2100
         Phoenix, AZ 85004-4584
         Tel: (602) 279-1600
         Fax: (602) 240-6925
         E-mail: ameda@stinson.com

A copy of the interim cash collateral order is available for free
at http://bankrupt.com/misc/oppenheimerpartners.doc29.pdf

Oppenheimer Partners Properties, LLP, is an Arizona limited
liability company engaged in the ownership and operation of a
residential apartment complex consisting of 184 residential
apartment units in Phoenix, Arizona.  The Company filed for
Chapter 11 bankruptcy (Bankr. D. Ariz. Case No. 11-33139) on
Dec. 2, 2011.  Judge Sarah Sharer Curley presides over the case.
Robert C. Warnicke, Esq., at Gordon Silver, in Phoenix, Ariz.,
serves as Debtor's counsel.  In its petition, the Debtor estimated
$10 million to $50 million in assets and debts.  The petition was
signed by Eric Hamburger, managing partner.


OPTIMUMBANK HOLDINGS: Fails to Comply with Nasdaq Directors Rule
----------------------------------------------------------------
OptimumBank Holdings, Inc., received a written notice from the
Listing Qualifications Staff of The Nasdaq Stock Market notifying
the Company that it fails to comply with the independent director
requirement set forth in Nasdaq's Listing Rule 5605(b)(1) due to
the resignation of Larry Willis from the Company's board of
directors on Jan. 1, 2012.  The Rule requires the board of
directors to have a majority of members who are independent.  As a
result of Mr. Willis' resignation, the Company has only three
independent directors on its six member board.

In accordance with Listing Rule 5605(b)(1)(A), the Company will be
provided a cure period in order to regain compliance with the Rule
as follows: (a) the earlier of the Company's next annual
shareholders' meeting or Jan. 1, 2013; or (b) if the next annual
shareholders' meeting is held before June 29, 2012, no later than
June 29, 2012.  The Company must submit to the Staff
documentation, including biographies of any new directors,
evidencing compliance with the Rule no later than the above
deadline.  If the Company cannot demonstrate compliance with the
Rule by the above deadline, the Staff will provide written notice
that the Company's common stock will be delisted.  At that time,
the Company may appeal the Staff's determination to delist its
common stock to a Listing Qualifications panel.

The Company is actively seeking a qualified independent director
to fill the vacancy on its board of directors.

                     About OptimumBank Holdings

Fort Lauderdale, Fla.-based OptimumBank Holdings, Inc. is a
is a one-bank holding company and owns 100% of OptimumBank, a
state (Florida)-chartered commercial bank.  The Bank offers a
variety of community banking services to individual and corporate
customers through its three banking offices located in Broward
County, Florida.  The Bank's wholly-owned subsidiaries are OB Real
Estate Management, LLC, OB Real Estate Holdings, LLC, OB Real
Estate Holdings 1503, LLC, and OB Real Estate Holdings 1695, LLC,
all of which were formed in 2009.  OB Real Estate Management, LLC,
is primarily engaged in managing foreclosed real estate.  OB Real
Estate Holdings, LLC, OB Real Estate Holdings 1503, LLC, and OB
Real Estate Holdings 1695, LLC, hold and dispose of foreclosed
real estate.

OptimumBank is currently operating under a Consent Order issued by
the Federal Deposit Insurance Corporation ("FDIC") and the State
of Florida Office of Financial ("OFR"), effective as of April 16,
2010.  As of Sept. 30, 2010, the Bank was considered
"undercapitalized" under these FDIC requirements.  As an
"undercapitalized" institution, the Bank is subject to
restrictions on capital distributions, payment of management fees,
asset growth and the acceptance, renewal or rollover of brokered
and high-rate deposits.  In addition, the Bank must obtain prior
approval of the FDIC prior to acquiring any interest in any
company or insured depository institution, establishing or
acquiring any additional branch office, or engaging in any new
line of business.

"The Bank [OptimumBank] has experienced recent and continuing
increases in nonperforming assets, declining net interest margin,
increases in provisions for loan losses, continuing high levels of
noninterest expenses related to the credit problems, and eroding
regulatory capital which raise substantial doubt about the Bank's
ability to continue as a going concern," the Company said in its
Form 10-Q for the quarter ended Sept. 30, 2010.

The Company's continuing high levels of nonperforming assets,
declining net interest margin, continuing high levels of
noninterest expenses related to the credit problems, and eroding
regulatory capital raise substantial doubt about the Company's
ability to continue as a going concern.

Moreover, as reported by the TCR on April 20, 2011, Hacker,
Johnson & Smith PA, in Fort Lauderdale, Florida, noted that the
Company's operating and capital requirements, along with recurring
losses raise substantial doubt about its ability to continue as a
going concern.

The Company reported a net loss of $8.45 million on $8.78 million
of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $11.48 million on $14.00 million of
total interest income during the prior year.

The Company also reported a net loss of $3.69 million on
$5.06 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $6.77 million on $6.94
million of total interest income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$167.12 million in total assets, $168.83 million in total
liabilities and a $1.71 million total stockholders' deficit.


OPTIONS MEDIA: Holders Convert Pref. Shares to 8MM Common Shares
----------------------------------------------------------------
Three persons who held shares of Options Media Group Holdings,
Inc.'s Series A Preferred Stock converted those shares into an
aggregate of 8.5 million shares of the Company's Common Stock
during the period from Jan. 11, 2012, to Jan. 13, 2011.  Pursuant
to agreements between such stockholders and the Company the
conversions were effected at a rate of $.01 per share of Common
Stock rather than the conversion rate of $.03 per share provided
in the terms of the Series A preferred Stock.  The shares of
Common Stock were issued pursuant an exemption from the
registration requirements of the Securities Act contained in
Section 3(a)(9) of the Securities Act for securities exchanged
with existing securities exclusively where no commission or other
remuneration is paid or give directly or indirectly for soliciting
that exchange.

                         About Options Media

Boca Raton, Fla.-based Options Media Group Holdings, Inc., had
historically been an Internet marketing company providing e-mail
services to corporate customers.  Additionally, Options Media has
a lead generation business and disposed of its SMS text messaging
delivery business.  In 2010, Options Media transitioned by
changing its focus to smart phones and acquiring a robust anti-
texting program that prohibits people in vehicles from texting, e-
mailing, and reading such communications while moving.  As part of
its focus on mobile software applications, Options Media has also
broadened its suite of products by continuing to improve the
features of its Drive Safe(TM) anti-texting software.  In
conjunction with this change of focus, in February 2011, Options
Media sold its e-mail and SMS businesses.  Options Media retains
its lead generation business.

The Company also reported a net loss of $11.93 million on $525,103
of net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $5.79 million on $633,208 of net revenues for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$3.37 million in total assets, $5.76 million in total liabilities,
and a $2.39 million total stockholders' deficit.

As reported in the TCR on May 31, 2011, Salberg & Company, P.A.,
in Boca Raton, Florida, expressed substantial doubt about Options
Media Group Holdings' ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has a net loss of $9.86 million, and net
cash used in operations of $2.02 million for the year ended
Dec. 31, 2010, and a working capital deficit and an accumulated
deficit of $524,157, and $22.74 million respectively at Dec. 31,
2010.  The independent auditors noted that the Company has also
discontinued certain operations.


PATHEON INC: S&P Affirms 'B+' Corporate Rating; Outlook Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Research Triangle Park, N.C.-based Patheon Inc.
We revised the outlook to negative from stable.

The 'BB' issue-level rating and '1' recovery rating on Patheon's
asset-backed loan (ABL) and the 'B+' issue-level rating and '4'
recovery rating on Patheon's senior notes are unaffected by the
outlook change.

"We expect that EBITDA will decline in 2012 because of planned
restructuring spending during the first nine months of the year,"
said Standard & Poor's credit analyst Shannan Murphy. "While we
believe that the restructuring could lead to higher margins and
more consistent positive cash flow generation over time, we view
2012 as a transformational year and expect that meaningful margin
improvement, and stronger cash flows, will not be seen until
2013."

"We could revise the outlook to stable if we see evidence of
sustainable margin improvement as a result of the current
transformation plan that allows the company to improve margins and
generate consistent positive free operating cash flow.
Alternatively, we could downgrade the company if the
transformation plan is unsuccessful and the company is unable to
improve margins and cash flow," S&P said.


PETROBAKKEN ENERGY: Moody's Rates $750-Mil. Notes at 'Caa1'
-----------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to PetroBakken
Energy Ltd.'s (PetroBakken) proposed US$750 million senior
unsecured notes issue. Moody's also assigned PetroBakken a B2
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR), as well as an SGL-3 Speculative Grade Liquidity rating. The
rating outlook is stable. This is the first time that Moody's has
rated PetroBakken.

"The B2 CFR primarily reflects Petrobakken's high level of debt
and very high finding and development costs, offset by the high
percentage of light oil in its reserves with consequent strong
cash margins and reasonable cash flow leverage," said Terry
Marshall, Moody's Senior Vice President. "In addition, PetroBakken
has a short reserve life, and has principal production in two
fields, the southeast Saskatchewan Bakken and the Cardium."

RATINGS RATIONALE

PetroBakken's liquidity is adequate. Upon closing of the notes in
the first quarter of 2012 Moody's expects that PetroBakken will
have minimal cash and C$600 million available under its C$1.5
billion senior secured revolving credit facility due June 2014. In
2012, Moody's expects that PetroBakken will generate negative free
cash flow of about C$140 million, which will likely be funded with
assets sales and drawings under the revolver.

The convertible bonds due in 2016 have an investor put in February
2013. If the put is exercised, as expected by Moody's, remaining
revolver availability would drop to about C$160 million without
asset sales. PetroBakken is expected to comply with its financial
covenants through the first quarter of 2013. Alternate liquidity
is limited given that substantially all of the company's assets
are pledged under the revolver, but Moody's believes the company
may sell some assets to reduce the funding required if the
convertible bond put is exercised in 2013.

The senior unsecured notes are rated two notches below the B2 CFR
due to the large amount of prior ranking debt in the capital
structure in the form of the secured revolver. While the senior
unsecured notes benefit from the cushion of lower ranking
convertible bonds, Moody's assumes that the convertible bonds will
be re-financed by their February 2013 put date on a either a
secured or unsecured basis and no longer benefit from the cushion
provided by the convertible bonds.

The stable outlook reflects PetroBakkens' production base of about
40,000 barrels of oil equivalent per day of light oil and our view
that oil prices will remain at levels that continue to support the
generation of strong cash margins.

The rating could be raised if PetroBakken sustainably improves its
leveraged full-cycle ratio (LFCR) to about 1.5x and reduces its
ratio of E&P debt to PD reserves to less than $15/ boe. The
improvement in LFCR is likely to come from the lowering of
drilling costs with the expansion of bi-lateral wells, and perhaps
more reserve adds as decline curves tied to horizontal drilling
become more established in both the Saskatchewan Bakken and the
Cardium. The lowering of the E&P debt to PD metric would be
dependent on higher reserves adds and outright debt reduction.

The rating could be lowered if the LFCR appears likely to decline
and remain below 1.0x, or if production is not sustainable above
40,000 barrels of oil equivalent (boe)/day net of reserves (50,000
boe/day gross). The rating could also be lowered if PetroBakken's
liquidity appears at any time to be insufficient to fund the
convertible put and other cash funding requirements.

The principal methodology used in rating PetroBakken 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.

PetroBakken is a Calgary, Alberta based exploration and production
company with about 40,000 barrels of oil equivalent (boe) of
production and proved developed and total proved reserves of 64
million and 90 million boe, respectively.

Assignments:

   Issuer: PetroBakken Energy

   -- Probability of Default Rating, Assigned B2

   -- Speculative Grade Liquidity Rating, Assigned SGL-3

   -- Corporate Family Rating, Assigned B2

   -- Senior Unsecured Regular Bond/Debenture, Assigned a range of
      84 - LGD5 to Caa1


PETROBAKKEN ENERGY: S&P Assigns 'B' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to Calgary, Alta.-based PetroBakken Energy
Ltd. The outlook is stable. At the same time, Standard & Poor's
assigned its 'CCC+' issue-level rating and '6' recovery rating to
the company's proposed $750 million senior unsecured notes due
2020. The '6' recovery rating indicates our expectation of
negligible (0%-10%) recovery in the event of a default.
PetroBakken management plans to use proceeds to redeem $450
million of its 3.125% convertible notes and pay down borrowings
under its C$1.35 billion secured credit facility," S&P said.

"The ratings on PetroBakken reflect what we view as the company's
less-than-adequate liquidity, high fixed cash charges;
management's aggressive financial policy; and high finding,
development, and acquisition costs," said Standard & Poor's credit
analyst Aniki Saha-Yannopoulos. "In addition, we base the ratings
on the company's operations in a highly cyclical, capital-
intensive, and competitive industry," Ms. Saha-Yannopoulos added.

"The ratings also reflect PetroBakken's large exposure to light
oil and natural gas liquids, growth prospects, and undeveloped
acreage. As of Sept. 30, 2011, pro forma for the notes offering,
the company will have about C$2.2 billion in adjusted debt, which
includes convertible debentures and asset-retirement obligations,"
S&P said.

PetroBakken is a midsized exploration and production company that
operates mostly in Western Canada. Most of the company's reserves
and production are from the Bakken and Cardium resource plays.
PetroBakken started operating as a public entity in mid-2009, when
it acquired substantial Bakken assets through acquisitions and
contributions of legacy assets from PetroBank Energy and
Resources Ltd. It established its Cardium assets through
acquisitions in early 2010. A combination of acquisitions,
aggressive capital expenditure, and delays in bringing production
online (in part due to weather) has led the company to outspend
cash flow in the past few quarters. At the same time, cash
interest and dividend payments have reduced PetroBakken's
liquidity to C$220 million as of Sept. 30. We expect the company
to have ended 2011 with less than C$200 million in availability
under its bank facility. To manage its liquidity situation,
Petrobakken plans to spend C$700 million for its 2012 capital
expenditure program (compared with about C$950 million for 2011)
and initiated a dividend reinvestment program in December 2011.

"The stable outlook reflects Standard & Poor's expectation that
pro forma for the notes offering, PetroBakken will continue
focusing on organic, drill-bit-related reserves and production
growth, which we expect will improve its full-cycle economics. We
expect the company will not generate any cash flow after funding
its capital expenditures and dividends through 2013. The outlook
also incorporates our view that the remaining convertible notes
outstanding will be settled in cash in February 2013. We could
consider a positive rating action in mid-2013 if the company
executes as planned while improving its balance sheet and
liquidity. A negative rating action could occur if PetroBakken's
liquidity falls below C$150 million, it cannot achieve internal
reserves and production growth, or its debt to EBITDAX increases
above 4.5x due to operational setbacks or shareholder-friendly
actions," S&P said.


PHARMACEUTICAL PRODUCT: S&P Assigns 'B+' Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Wilmington, N.C.-based contract research
organization (CRO) Pharmaceutical Product Development Inc. (PPD).
The outlook is stable.

"At the same time, we assigned our 'BB-' issue-level rating and
'2' recovery rating on PPD's $1.625 billion senior secured credit
facilities and assigned our 'B' issue-level rating and '5'
recovery rating to PPD's $575 million issue of senior notes. The
senior secured credit facility consists of a $175 million
revolving credit facility due 2016 and a $1.45 billion term loan B
due 2018. The senior credit facility also has an incremental
facility that provides the company with the ability to upsize the
term loan by the greater of $200 million and an amount capped at
3.25x gross senior secured leverage," S&P said.

"Our speculative-grade ratings on PPD primarily reflect the
company's 'highly leveraged' financial risk profile (as defined in
our criteria) following the planned leveraged buyout (LBO) by
Hellman & Friedman and the Carlyle Group for $4 billion (including
fees). The LBO will result in pro forma adjusted leverage of more
than 6x and funds from operations (FFO) to total debt of about
10%," S&P said.

"PPD's leading market position in the late-stage clinical segment
of the CRO market, its substantial revenue visibility, and our
favorable view of the CRO industry's medium-term growth prospects
support our belief that PPD has a 'fair' business risk profile (as
defined in our criteria)," said Standard & Poor's credit analyst
Shannan Murphy. "It also supports our expectation that PPD will
generate low- to mid-single-digit revenue and EBITDA growth over
the near term."

"Our stable rating outlook on PPD reflects our expectations of
modest revenue and EBITDA growth in the near term that continues
to result in free cash flow generation. This results from its
position as a top three player in the rebounding late-stage CRO
business. We do not expect a meaningful change in the company's
credit profile over the next few years," S&P said.

"An upgrade over the next 12 months is unlikely given pro forma
high leverage and our expectation that an aggressive financial
policy that prioritizes business development and returning capital
to shareholders ahead of debt repayment will sustain leverage at
more than 5x over the near term. Ample room under a generous
financial covenant test and availability under its incremental
facility further support this expectation of minimal debt
repayment," S&P said.

"We could lower the rating, though, if a significant operational
misstep damaged PPD's reputation, resulting in contract losses and
a diminished ability to effectively compete for new work. If this
were to be sustained, we could revise our assessment of the
business risk profile to 'weak' from fair. We could also lower the
rating in the unlikely event that significant contract
cancellations result in EBITDA declines that push leverage above
6x for a sustained period," S&P said.


PILGRIM'S PRIDE: Appeals Ruling on $26MM Price Manipulation Fine
----------------------------------------------------------------
Evan Weinberger at Bankruptcy Law360 reports that Pilgrim's Pride
Corp. on Thursday appealed a September ruling that it must pay
nearly $26 million for violating antitrust law when it suspended
operations at an Arkansas plant during the company?s bankruptcy,
artificially raising chicken prices while avoiding payments to
farmers.  The company filed a notice of appeal asking the Fifth
Circuit to review a December order denying its request for a
retrial, Law360 says.

                           About Pilgrim's Pride

Pilgrim's Pride Corporation -- http://www.pilgrimspride.com/-- is
one of the largest chicken companies in the United States, Mexico
and Puerto Rico.  The Company's fresh chicken retail line is sold
throughout the US, throughout Puerto Rico, and in the northern and
central regions of Mexico.  The Company exports commodity chicken
products to 90 countries.  The Company operates feed mills,
hatcheries, processing plants and distribution centers in 15 U.S.
states, Puerto Rico and Mexico.

Pilgrim's Pride and six of its subsidiaries filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Tex. Lead Case No. 08-45664) on Dec. 1, 2008.  The
Company's subsidiaries in Mexico and certain subsidiaries in the
United States were not included in the filing and operated outside
of the Chapter 11 process.

Attorneys at Weil, Gotshal & Manges LLP served as bankruptcy
counsel.  Lazard Freres & Co., LLC, was the Company's investment
bankers.  Kurtzman Carson Consulting LLC served as claims and
notice agent.  Kelly Hart and Brown Rudnick represented the
official equity committee.  Attorneys at Andrews Kurth LLP
represented the official committee of unsecured creditors.

On Dec. 10, 2009, the Bankruptcy Court confirmed the Joint Plan of
Reorganization filed by the Debtors.  The Plan was premised on the
sale of the business to JBS SA.  Under the Plan, creditors are
paid in full.  Existing owners retained 34% of the equity.  The
Company emerged from its Chapter 11 bankruptcy proceedings on Dec.
28, 2009.

                           *     *     *

According to the Troubled Company Reporter on July 5, 2011,
Moody's Investors Service downgraded Pilgrim's Pride's Corporate
Family and Probability of Default ratings to B2 from B1 and senior
unsecured note rating to Caa1 from B3 given the lack of
improvement in chicken prices and its consequent impact on
Pilgrim's Pride's financial performance, including expectations
for modest EBITDA at best for 2011. Moody's concern is somewhat
mitigated by the covenant relief provided by Pilgrim's lenders and
the cash advance of $50 million from JBS USA (a PIK subordinated
loan provided by a sister company). The SGL-3 speculative grade
liquidity rating was affirmed. The outlook is stable.


PLACID OIL: Bankruptcy Court Revisits Ruling in Tort Case
---------------------------------------------------------
Bankruptcy Judge Stacey Jernigan ruled on cross motions for
summary judgment, responses, and supporting documentary evidence
in the adversary proceeding, PLACID OIL COMPANY, Plaintiff, v.
JIMMY WILLIAMS, SR., JIMMY WILLIAMS, JR., DALTON GLEN WILLIAMS,
JEANETTE WILLIAMS SHOWS, & GWENDOLYN WILLIAMS PEACOCK,
Individually and on behalf of the deceased, MYRA WILLIAMS,
Defendants, Adv. Proc. No. 09-03356 (Bankr. N.D. Tex.).

Placid Oil was in a Chapter 11 bankruptcy case in the mid-1980s.
Placid filed the Adversary Proceeding, approximately two decades
after confirmation of a Chapter 11 plan and closure of its
bankruptcy case, to determine whether certain tort claims that
have been asserted in a Louisiana state court, post-confirmation,
by Jimmy Williams, Sr., Jimmy Williams, Jr., Dalton Glen Williams,
Jeanette Williams Shows, and Gwendolyn Williams Peacock,
individually and on behalf of the deceased, Myra Williams, were
discharged by the Confirmation Order in Placid's chapter 11 case.

On March 21, 2011, the Adversary Proceeding seemed to be
concluded, when the Bankruptcy Court entered a Memorandum Opinion
and Order: (1) Granting Motion for Summary Judgment of Reorganized
Debtor Placid Oil Company; and (2) Denying Motion for Summary
Judgment of Post-Confirmation Tort Claimants.  On June 8, 2011,
Placid filed a Motion to Reopen Summary Judgment Record and to
Alter or Amend Memorandum Opinion due to certain late-discovered
errors that were contained in an "Agreement of Counsel Regarding
Assumed Facts for Adversary Proceeding 09-3356" and submitted to
the Bankruptcy Court as part of the original summary judgment
record.  The late-discovered errors had to do with the number of
post-confirmation, asbestos-related claims that have been brought
over the last several decades against Placid.

On July 27, 2011, the Court entered its Order Reopening Summary
Judgment Record and Setting Filing Deadlines.  The Order Reopening
Record allowed for the filing of a "Revised Agreement of Counsel
Regarding Assumed Facts for Adversary Proceeding 09-3356" as well
as additional briefing by both Placid and the Williams Defendants,
but only as to issues raised by the changes to the assumed facts.
After considering the Revised Agreement filed on Aug. 18, 2011, as
well as the additional briefing, the Bankruptcy Court has
concluded that the revised facts do not impact the ultimate ruling
contained in the Original Opinion, but, that certain revisions to
the Original Opinion are, nonetheless, necessary.  Accordingly,
Judge Jernigan granted Placid's Motion for Summary Judgment and
denied the Post-Confirmation Tort Claimants' Motion for Summary
Judgment.  A copy of the Court's Jan. 18, 2012 Revised Memorandum
Opinion is available at http://is.gd/FGzjDPfrom Leagle.com.

Placid Oil Company sought chapter 11 protection (Bankr. N.D. Tex.
Case No. 86-33419) on Aug. 29, 1986, owing secured creditors more
than $770 million, unsecured creditors more than $50 million, and
taxing authorities more than $543 million.  The Honorable Harold
C. Abramson confirmed Placid's plan of reorganization on Sept. 30,
1988, and Placid emerged from bankruptcy in mid-1988.


QUANTUM FUEL: Changes Fiscal Year-End to Dec. 31
------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc.'s Board of
Directors approved a change in the Company's fiscal year-end from
April 30 to December 31.  The change is effective as of Dec. 31,
2011.  The Company will file a Form 10-K covering the eight month
period beginning May 1, 2011, and ending Dec. 31, 2011.  The
Company's next fiscal year will cover the period from Jan. 1,
2012, through Dec. 31, 2012.

                        About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel and its senior lender, WB QT, LLC, entered into a
Ninth Amendment to Credit Agreement and a Forbearance Agreement on
Jan. 3, 2011.  The Senior Lender agreed to provide the Company
with a $5.0 million non-revolving line of credit, which may be
drawn upon at any time prior to April 30, 2011.  Advances under
the New Line of Credit do not bear interest -- unless an event of
default occurs, in which case the interest rate would be 10% per
annum -- and mature on April 30, 2011.  The Senior Lender also
agreed to forbear from accelerating the maturity date for any
portion of the Senior Debt Amount and from exercising any of its
rights and remedies with respect to the Senior Debt Amount until
April 30, 2011.

The Company reported a net loss attributable to stockholders of
$11.03 million on $20.27 million of total revenue for the year
ended Apri1 30, 2011, compared with a net loss attributable to
stockholders of $46.29 million on $9.60 million of total revenue
during the prior year.

The Company reported a net loss attributable to stockholders of
$16.26 million on $19.77 million of total revenue for the six
months ended Oct. 31, 2011, compared with a net loss attributable
to stockholders of $3.06 million on $7.44 million of total revenue
for the same period a year ago.

The Company's balance sheet at July 31, 2011, showed
$74.15 million in total assets, $31.62 million in total
liabilities, and $42.53 million total stockholders' equity.

Ernst & Young LLP, in Orange County, California, noted that
Quantum Fuel's recurring losses and negative cash flows combined
with the Company's existing sources of liquidity and other
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                        Possible Bankruptcy

The Company anticipates that it will need to raise a significant
amount of debt or equity capital in the near future in order to
repay certain obligations owed to the Company's senior secured
lender when they mature.  As of June 15, 2011, the total amount
owing to the Company's senior secured lender was approximately
$15.5 million, which includes approximately $12.5 million of
principal and interest due under three convertible promissory
notes that are scheduled to mature on Aug. 31, 2011, and a $3.0
million term note that is potentially payable in cash upon demand
beginning on Aug. 1, 2011, if the Company's stock is below $10.00
at the time demand for payment is made.  If the Company is unable
to raise sufficient capital to repay these obligations at maturity
and the Company is otherwise unable to extend the maturity dates
or refinance these obligations, the Company would be in default.
The Company said it cannot provide any assurances that it will be
able to raise the necessary amount of capital to repay these
obligations or that it will be able to extend the maturity dates
or otherwise refinance these obligations.  Upon a default, the
Company's senior secured lender would have the right to exercise
its rights and remedies to collect, which would include
foreclosing on the Company's assets.  Accordingly, a default would
have a material adverse effect on the Company's business and, if
the Company's senior secured lender exercises its rights and
remedies, the Company would likely be forced to seek bankruptcy
protection.


QUANTUM FUEL: Grants Underwriters Option to Buy 1.5-Mil. Units
--------------------------------------------------------------
Pursuant to the underwriting agreement entered into on Dec. 15,
2011, among Quantum Fuel Systems Technologies Worldwide, Inc.,
and Merriman Capital, Inc., and J.P. Turner & Company, L.L.C., the
Company granted the Underwriters a 30-day option to purchase up to
1,509,062 units, with each Unit consisting of one share of common
stock, $0.02 par value per share, and one warrant to purchase 0.6
of a share of common stock, to cover overallotments further to the
offering of 10,526,315 Units that closed on Dec. 21, 2011.  On
Jan. 13, 2012, the Underwriters exercised their Over-Allotment
Option with respect to 221,250 Units at a price to the public of
$0.95 per Unit.  The closing of the Over-Allotment Option occurred
on Jan. 19, 2012, resulting in net proceeds to Quantum of
approximately $193,793 after deducting underwriting discounts and
commissions.  Under the Underwriting Agreement, Quantum has sold a
total of 10,747,565 Units to the Underwriters to date for
aggregate net proceeds to Quantum of approximately $9.4 million,
after deducting underwriting discounts and commissions.

The Units were offered and sold pursuant to a prospectus dated
Sept. 29, 2011, and a preliminary and final prospectus supplement
dated Nov. 25, 2011, and Dec. 15, 2011, respectively, in
connection with a takedown from the Company's effective shelf
registration statement on Form S-3 declared effective by the U.S.
Securities and Exchange Commission on Sept. 29, 2011.

                        About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel and its senior lender, WB QT, LLC, entered into a
Ninth Amendment to Credit Agreement and a Forbearance Agreement on
Jan. 3, 2011.  The Senior Lender agreed to provide the Company
with a $5.0 million non-revolving line of credit, which may be
drawn upon at any time prior to April 30, 2011.  Advances under
the New Line of Credit do not bear interest -- unless an event of
default occurs, in which case the interest rate would be 10% per
annum -- and mature on April 30, 2011.  The Senior Lender also
agreed to forbear from accelerating the maturity date for any
portion of the Senior Debt Amount and from exercising any of its
rights and remedies with respect to the Senior Debt Amount until
April 30, 2011.

The Company reported a net loss attributable to stockholders of
$11.03 million on $20.27 million of total revenue for the year
ended Apri1 30, 2011, compared with a net loss attributable to
stockholders of $46.29 million on $9.60 million of total revenue
during the prior year.

The Company reported a net loss attributable to stockholders of
$16.26 million on $19.77 million of total revenue for the six
months ended Oct. 31, 2011, compared with a net loss attributable
to stockholders of $3.06 million on $7.44 million of total revenue
for the same period a year ago.

The Company's balance sheet at July 31, 2011, showed
$74.15 million in total assets, $31.62 million in total
liabilities, and $42.53 million total stockholders' equity.

Ernst & Young LLP, in Orange County, California, noted that
Quantum Fuel's recurring losses and negative cash flows combined
with the Company's existing sources of liquidity and other
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                        Possible Bankruptcy

The Company anticipates that it will need to raise a significant
amount of debt or equity capital in the near future in order to
repay certain obligations owed to the Company's senior secured
lender when they mature.  As of June 15, 2011, the total amount
owing to the Company's senior secured lender was approximately
$15.5 million, which includes approximately $12.5 million of
principal and interest due under three convertible promissory
notes that are scheduled to mature on Aug. 31, 2011, and a $3.0
million term note that is potentially payable in cash upon demand
beginning on Aug. 1, 2011, if the Company's stock is below $10.00
at the time demand for payment is made.  If the Company is unable
to raise sufficient capital to repay these obligations at maturity
and the Company is otherwise unable to extend the maturity dates
or refinance these obligations, the Company would be in default.
The Company said it cannot provide any assurances that it will be
able to raise the necessary amount of capital to repay these
obligations or that it will be able to extend the maturity dates
or otherwise refinance these obligations.  Upon a default, the
Company's senior secured lender would have the right to exercise
its rights and remedies to collect, which would include
foreclosing on the Company's assets.  Accordingly, a default would
have a material adverse effect on the Company's business and, if
the Company's senior secured lender exercises its rights and
remedies, the Company would likely be forced to seek bankruptcy
protection.


R-G PREMIER: FDIC Sues 19 Execs for $417MM Over Collapse
--------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that the Federal
Deposit Insurance Corp. on Wednesday launched a $417 million suit
against 19 former directors and officers of R-G Premier Bank of
Puerto Rico for causing one of the largest bank failures in Puerto
Rico's history.

The complaint, filed in Puerto Rico federal court, accuses the
directors and officers, including bank founder Victor J. Galan-
Alvarez, of negligently overseeing the bank's expansion into
commercial lending, ignoring repeated warnings by regulators and
personally approving just about any loan request, no matter how
unlikely the loan's eventual repayment, according to Law360.

As reported in the Troubled Company Reporter on May 4, 2010,
R-G Premier Bank of Puerto Rico in Hato Rey, P.R., was closed on
April 30, 2010, by the Office of the Commissioner of Financial
Institutions of the Commonwealth of Puerto Rico, which appointed
the Federal Deposit Insurance Corporation as receiver.  To protect
the depositors, the FDIC entered into a purchase and assumption
agreement with Scotiabank de Puerto Rico of San Juan, P.R., to
assume all of the deposits of R-G Premier Bank of Puerto Rico.


REAL MEX: Trustee Says Asset Sale Raises Privacy Concerns
---------------------------------------------------------
Juan Carlos Rodriguez at Bankruptcy Law360 reports that Roberta A.
DeAngelis, the U.S. Trustee for Delaware, New Jersey and
Pennsylvania, said that a bankruptcy settlement proposed by Real
Mex Restaurants Inc. doesn't do enough to protect consumers'
private information.  The U.S. Trustee objected to a proposed sale
of Real Mex's assets and asked the Delaware bankruptcy judge
overseeing the case to block it until her privacy concerns are
addressed, according to Law360.

                          About Real Mex

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.


RECREATIONAL INDUSTRIES: Wants Continued Access to Cash Collateral
------------------------------------------------------------------
Recreational Industries, Inc., seeks Bankruptcy Court permission
to continue using cash collateral from Jan. 16, 2012, through
April 15, 2012.  The Debtor's principal secured creditor, First
United Bank and Trust, has a first lien on all of the Debtor's
assets, including cash and accounts receivable, which constitute
"cash collateral" as that term is defined in 11 U.S.C. Sec.
363(a).  The Debtor said it needs continued access to Cash
Collateral to fund necessary and essential day-to-day costs of
operating the Wisp Resort.

Pursuant to an amended consent order, the Debtor had obtained
permission to use through and including Jan. 15, cash collateral
securing its obligations to First United and Branch Banking &
Trust.  The Debtor owes First United roughly $12.7 million under
several loan agreements.  BB&T is owed roughly $30.2 million.

The Debtor acknowledges that First United has a perfected first
priority security interest and lien on the Debtor's cash
collateral.  BB&T asserts a security interest and lien in some
portion of the Debtor's cash collateral.

The Bankruptcy Court will hold a hearing on the request for
continued use of cash collateral on Jan. 26.

                         About Wisp Resort

Recreational Industries Inc., D.C. Development LLC, Wisp Resort
Development Inc., and The Clubs at Wisp LLC own and operate the
Wisp Resort, a sky resort in the mountains of Garrett County,
Maryland.  The ski and golf resort is situated on 2,200 acres with
two golf courses, 32 ski trails, and 12 ski lifts.  The hotel has
102 suites and 67 guest rooms.

Financial problems were caused by a guarantee given to Branch
Banking & Trust Co. to secure a $29.6 million judgment the bank
obtained on a real estate development within the property.

Recreational Industries, D.C. Development, Wisp Resort Development
and The Clubs at Wisp filed for Chapter 11 bankruptcy (Bankr. D.
Md. Lead Case No. 11-30548) on Oct. 15, 2011.  D.C. Development
disclosed $91,155,814 in assets and $46,141,245 in liabilities as
of the Chapter 111 filing.

The Debtors engaged Logan, Yumkas, Vidmar & Sweeney LLC as counsel
and tapped Invotex Group as financial restructuring consultant.
The Official Committee of Unsecured Creditors has tapped Cole,
Schotz, Meisel, Forman & Leonard, P.A. as counsel.


RIVER EAST PLAZA: 7th Cir. Affirms Dismissal of Chapter 11 Case
---------------------------------------------------------------
The U.S. Court of Appeals for the Seventh Circuit affirmed the
Bankruptcy Court's dismissing the "single asset real estate"
bankruptcy proceeding of River East Plaza, LLC.  LNV Corporation,
River East's principal creditor, successfully urged the dismissal
of the case.  The Seventh Circuit also vacated the stay it granted
pending appeal.  The Seventh Circuit held that with River East
having compromised its credibility by submitting two plans that
sought to circumvent bankruptcy statutes, and the 90-day deadline
having expired long ago (the Chapter 11 petition was filed Feb.
10, 2011, and the third proposed plan on Aug. 23 -- 194 days
later), and LNV having waited years to enforce its lien, the
bankruptcy judge was not required to stretch out the Chapter 11
proceeding any longer.

LNV is owed $38.3 million but River East's building is currently
valued at only $13.5 million.  Under the third proposed plan, LNV
would retain its lien on the building, and $13.5 million in 30-
year Treasury bonds would guarantee payment in full of LNV's
mortgage over 30 years.

A copy of the Seventh Circuit's Jan. 19 decision is available at
http://is.gd/cITvRkfrom Leagle.com.

Chicago, Illinois-based River East Plaza, LLC, filed for Chapter
11 bankruptcy protection (Bankr. N.D. Ill. Case No. 11-05141) on
Feb. 10, 2011 .  Michael E. Gosman, Esq., at Whyte Hirschboeck
Dudek S.C., serves as the Debtor's bankruptcy counsel.  The Debtor
disclosed $19,410,255 in assets and $45,268,651 in liabilities as
of the Chapter 11 filing.  Judge Eugene R. Wedoff dismissed the
Chapter 11 case on Sept. 7, 2011.


RIVER ISLAND: Gibraltar Fails to Get Dismissal of Ch. 11 Case
-------------------------------------------------------------
Judge Raymond B. Ray of the U.S. Bankruptcy Court for the Southern
District of Florida has denied the motion of secured creditor
Gibraltar Private Bank & Trust Company to dismiss the Chapter 11
case of River Island Farms Inc.

However, Gibraltar is granted relief from the automatic stay to
obtain foreclosure judgments and foreclosure sale dates in
Gibraltar v. Corrie Development, et al., Case No. 11-5331, Broward
County, Florida Circuit Court, with respect to the Debtor's Aqua
Vista property at 2328 Aqua Vista Boulevard in Ft. Lauderdale,
Fla., and the Debtor's 2001 SE St. Lucie property at 2001 SE St.
Lucie Boulevard in Stuart, Fla.

Judge Ray clarifies that Gibraltar is not granted stay relief to
credit bid its foreclosure judgments at the foreclosure sales of
the Aqua Vista and 2001 SE St. Lucie properties unless Gibraltar
obtains further relief from the automatic stay to credit bid its
judgments at one or both of the foreclosure sales of the Aqua
Vista and 2001 SE St. Lucie properties.  Further, if this
Committee does not grant Gibraltar further relief from the
automatic stay to credit bid its foreclosure judgments, Gibraltar
will cancel the foreclosure sales.

                      Dismissal to Foreclose

As reported in the Troubled Company Reporter on Nov. 15, 2011,
secured creditor Gibraltar Private Bank & Trust Company asked that
the Court dismiss the Debtor's case for bad faith filing; and deny
the confirmation of the Debtor's Plan of Reorganization.

According to Gibraltar, the Debtor sought bankruptcy protection
eight months ago to block foreclosure of its four unsold luxury
homes with the hope that the market would rebound enough to allow
the Debtor to sell its properties for prices that would enable its
insiders to recover their working capital loans and other
investments in the Debtor.

Gibraltar notes that pursuant to the Plan: (i) Plan payments will
come first, from Gibraltar's cash collateral, the Mercedes
property sale proceeds and second, from the Debtor's stockholder
on an "as needed" basis; (ii) the Plan does not explain who the
Debtor believes is entitled to vote on the Plan, does not estimate
the allowed amount of the secured claims, nor states the minimum
amount of the Debtor's stockholder's "new value" contribution to
enable him to retain his equity interests in the reorganized
Debtor.

                     About River Island Farms

Fort Lauderdale, Florida-based River Island Farms, Inc., was
initially formed as a single asset entity that acquired an 80%
interest in 55 acres of developable property opposite Blackhawk in
Danville, California.

On June 30, 2004, the Company sold the 55 acre property to Shapell
Industries.  The sale was structured as an Internal Revenue Code
Section 1031 exchange.  Due to the requirements that River Island
purchase property within a specified time period in order to take
advantage of the IRS Code provision, River Island purchased
property in Ft. Lauderdale and Stuart, Florida consisting of 2328
Aqua Vista Blvd., Ft. Lauderdale, Florida; 2521 Mercedes Drive,
Ft. Lauderdale, Florida; 2001 SE St. Lucie Blvd., Stuart, Florida;
and 1735 SE St. Lucie Blvd., Stuart, Florida.  The Mercedes Drive
residence was sold in June 2011.  The other remaining properties
are being actively marketed.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Fla. Case No. 11-15410) on Feb. 28, 2011.  Martin L. Sandler,
Esq., at Sandler & Sandler, in Miami, Fla., serves as the Debtor's
bankruptcy counsel.  The Debtor disclosed $23,974,222 in assets
and $14,467,808 in liabilities as of the Chapter 11 filing.

The bankruptcy case was commenced as a result of a pending
foreclosure sale regarding one of the properties owned by the
Debtor.


RIVER ISLAND: Should Show Ability to Fund $1MM, Gibraltar Says
--------------------------------------------------------------
Secured creditor Gibraltar Private Bank & Trust Company objects to
the disclosure statement explaining the proposed plan filed by
River Island Farms, Inc.

Thomas R. Lehman, Esq., representing Gibraltar, notes that the
Disclosure Statement and associated Plan are based entirely on
Sidney Corrie's promise to fund the Debtor's $1,051,334 plan
payments to creditors.

According to Mr. Lehman, the Disclosure Statement fails to give
any explanation about Corrie's ability to fund more than
$1 million for the Debtor's creditors.  The Debtor does not state
that Corrie has sufficient cash in his accounts, loan commitments
from financial institutions, or existing lines of credit to fund
Plan payments.  Moreover, the Disclosure Statement fails to
explain how Gibraltar's claim, which would total $5,748,977 as
of Dec. 5, 2011, if the Aqua Vista Property is sold and Gibraltar
is paid $4.65 million as planned from the sale, could be fully
satisfied based solely on a future sale of the 2001 property,
which has a market value of $4.3 million.  For these reasons, and
because the Debtor manufactured an impaired class of unsecured
creditors under the Plan, the Debtor's Plan is unconfirmable under
the mandates set forth in 11 U.S.C. Section 1129.  The Debtor
should state in its Disclosure Statement that the foregoing
deficiencies exist in the Plan.

Mr. Lehman contends that the current Disclosure Statement does not
allow creditors to make an informed decision concerning how to
vote on the Plan.  It does not contain any financial projections,
any business reasons for Corrie to retain his equity in the Debtor
in violation of the absolute priority rule, or sufficient details
concerning the Debtor's plan to market the 2001 and 1735
properties.  Consequently, Gibraltar urges the Court to deny
approval of the Disclosure Statement.

Gibraltar Private Bank & Trust Company is represented by:

         Thomas R. Lehman, Esq.
         Jennifar M. Hill, Esq.
         LEVINE KELLOGG LEHMAN SCHNEIDER + GROSSMAN LLP
         201 South Biscayne Boulevard
         34th Floor, Miami Center
         Miami, Florida 33131
         Tel: (305) 403-8788
         Fax: (305) 403-8789
         E-mail: trl@LKLlaw.com
                 jmh@LKLlaw.com

                     About River Island Farms

Fort Lauderdale, Florida-based River Island Farms, Inc., was
initially formed as a single asset entity that acquired an 80%
interest in 55 acres of developable property opposite Blackhawk in
Danville, California.

On June 30, 2004, the Company sold the 55 acre property to Shapell
Industries.  The sale was structured as an Internal Revenue Code
Section 1031 exchange.  Due to the requirements that River Island
purchase property within a specified time period in order to take
advantage of the IRS Code provision, River Island purchased
property in Ft. Lauderdale and Stuart, Florida consisting of 2328
Aqua Vista Blvd., Ft. Lauderdale, Florida; 2521 Mercedes Drive,
Ft. Lauderdale, Florida; 2001 SE St. Lucie Blvd., Stuart, Florida;
and 1735 SE St. Lucie Blvd., Stuart, Florida.  The Mercedes Drive
residence was sold in June 2011.  The other remaining properties
are being actively marketed.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Fla. Case No. 11-15410) on Feb. 28, 2011.  Martin L. Sandler,
Esq., at Sandler & Sandler, in Miami, Fla., serves as the Debtor's
bankruptcy counsel.  The Debtor disclosed $23,974,222 in assets
and $14,467,808 in liabilities as of the Chapter 11 filing.

The bankruptcy case was commenced as a result of a pending
foreclosure sale regarding one of the properties owned by the
Debtor.


RIVER ROCK: S&P Withdraws 'D' Issuer Credit Rating
--------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'D' issuer credit rating, on Sonoma Co., Calif.-based River
Rock Entertainment Authority (RREA) at the request of the issuer.
RREA was created to operate the River Rock Casino for the Dry
Creek Rancheria Band of Pomo Indians.

"On Nov. 2, 2011, we lowered our issuer credit rating on RREA, as
well as our issue-level rating on RREA's existing $200 million
senior notes, to 'D' from 'CCC'. The rating actions followed
RREA's failure to repay the principal on its existing $200 million
senior notes by the Nov. 1, 2011 maturity. On Dec. 21, 2011, RREA
announced it had reached an agreement to exchange 98.20% of the
total principal amount of the defaulted existing notes for
$96,622,000 of new 9% series A senior notes due 2018, $93,302,000
of new 8% tax-exempt series B senior notes due 2018, and cash
payments totaling nearly $19 million," S&P said.


ROOMSTORE INC: Filing of Nov. 30 Form 10-Q Will be Delayed
----------------------------------------------------------
RoomStore, Inc., discloses that its Form 10-Q for the quarterly
period ended Nov. 30, 2011, could not be filed within the
prescribed time period without unreasonable effort and expense.

The Company determined that it was necessary and prudent to delay
the filing of the Form 10-Q to focus on providing the required
information and making the necessary filings with the U.S.
Bankruptcy Court for the Eastern District of Virginia and to focus
on certain other business matters.

Due to the competing demands on Company management as a result of
the Chapter 11 filing, the Company cannot reasonably estimate the
results of operations for the three months ended Nov. 30, 2011.
For the same quarter ending Nov. 30, 2010, the Company reported a
net loss of $7.2 million.

The Company reported a net loss of $3.1 million on $70.7 million
of sales for the three months ended Aug. 31, 2011, compared with
net income of $111,000 on $92.0 million of sales for the three
months ended Aug. 31, 2010.

For the six months ended Aug. 31, 2011, the Company reported a net
loss of $7.7 million on $138.0 million of sales, compared with a
net loss of $2.5 million on $170.6 million of sales for the six
months ended Aug. 31, 2010.

The Company's balance sheet at Aug. 31, 2011, showed $70.4 million
in total assets, $60.3 million in total liabilities, and
stockholders' equity of $10.1 million.

A copy of the Form 10-Q for the three months ended Aug. 31, 2011,
is available for free at http://is.gd/dZeirx

                      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 de la 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.


SAFETY-KLEEN SYSTEMS: S&P Affirms 'B+' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B+' corporate credit rating, on Plano, Texas-based Safety-
Kleen Systems Inc. and revised the outlook to stable from
negative.

"At the same time, we assigned the company's proposed $150 million
first-lien revolving credit facility due 2017 and $250 million
term loan due 2017 our issue ratings of 'BB-' (one notch higher
than the 'B+' corporate credit rating) with recovery ratings of
'2', indicating our expectation of a substantial (70% to 90%)
recovery for lenders in the event of a payment default," S&P said.

"The outlook revision reflects our view that Safety-Kleen's debt
maturity profile will become more manageable following the
completion of the refinancing transaction," said Standard & Poor's
credit analyst James Siahaan. "It also reflects our expectation
that continued economic recovery, strength in oil prices, and
operating efficiencies will enable the company to continue
to generate credit metrics that are appropriate for the rating."

"The ratings on Safety-Kleen reflect our assessment of the
company's financial risk profile as 'aggressive' (under our
criteria) due to the company's equity being controlled by
financial sponsors, which raises some uncertainty with respect to
financial policies. While financial metrics are strong relative to
our expectations for the financial risk profile, we believe the
company may engage in a moderate amount of share repurchases.
Safety-Kleen's equity sponsors could also raise additional debt to
fund a dividend recapitalization within the next few years,
although the company has not disclosed any specific plans in this
regard," S&P said.

"The ratings also reflect profitability metrics that, while
improved, are still somewhat low and more variable than those of
its sector peers. We consider the company somewhat vulnerable to
fluctuations in industry demand and raw material costs; its
leading positions in niche markets and its diversified customer
base only partially mitigate these weaknesses," S&P said.

"Safety-Kleen's EBITDA margins of about 13% as of Oct. 1, 2011,
have increased from the 7% experienced two years ago due to
increased oil collection revenues arising from higher oil prices
and volumes. However, margins are still somewhat low compared with
other environmental services companies. We believe Safety-Kleen
will continue to boost profitability through cost savings and
other measures such as continuing to improve sales of blended
lubricants, as well as its customer focus initiative to reduce
churn rates. We believe tax payments should not be significant
over the next few years, since we expect the company to retain
some of its operating loss carry-forwards since its emergence from
Chapter 11," S&P related.

"We characterize Safety-Kleen's financial risk profile as
aggressive due to its ownership by equity sponsors, and we believe
that the probability of increasing debt as a result of a dividend
recapitalization or change of ownership is high. A large portion
of the company's equity is owned by affiliates of Highland Capital
Management L.P. (39%), Contrarian Capital Management LLC (19%),
JPMorgan Chase & Co. (15%), and the GSC Group Inc. (9%). Safety-
Kleen's capital structure is only moderately leveraged at present,
with an adjusted total debt to EBITDA ratio of about 2.0x and an
adjusted funds from operations (FFO) to debt ratio of 44% for the
12 months ended Oct. 1, 2011. Pro forma for the refinancing, we
estimate that these numbers would be 2.2x and 40%, respectively.
Standard & Poor's adjusts debt to capitalize operating lease
commitments and to add tax-adjusted asset retirement and
environmental obligations, which mostly consist of cleanup work
the company must perform at historic sites over the next 30
years," S&P said.

"The outlook is stable. Following the completion of its
refinancing, Safety-Kleen will have a manageable debt maturity
profile with no major maturities due until 2017. The ratings
incorporate some cushion for potential debt incurrence via a
future dividend recapitalization, although we could lower ratings
if the company's financial risk profile is threatened to a greater
degree than we expected. The consistency in the demand for
Safety-Kleen's products and services, the increase in the
proportion of less-cyclical blended products, good free cash
generation, and adequate liquidity partially offset the pressures
from uncertain financial policies and the cyclical nature of the
company's operations. Our current ratings assume that
environmental liabilities will not increase significantly and that
any related cash outlays will remain manageable," S&P said.

"We could lower the ratings if debt leverage increases to more
than we expected, so that adjusted total debt to EBITDA approaches
5x," Mr. Siahaan continued. "This could occur if incremental debt
were to near $475 million while EBITDA remained relatively
constant. We could also lower the ratings if operating performance
deteriorates or if increased capital investments cause the
company's free cash flow generation to erode. While less likely,
we could raise the ratings modestly if Safety-Kleen maintains its
track record of improved earnings and profitability and
demonstrates a commitment to keeping debt at manageable levels."


SEALY CORP: Incurs $9.8 Million Net Loss in Fiscal 2011
-------------------------------------------------------
Sealy Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, reporting a net loss of
$9.88 million on $1.23 billion of sales for the 12 months ended
Nov. 27, 2011, compared with a net loss of $13.74 million on $1.21
billion of net sales during the prior year.

The Company reported a net loss of $15.20 million on
$269.25 million of net sales for the three months ended Nov. 27,
2011, compared with a net loss of $4.48 million on $296.55 million
of net sales for the same period a year ago.

The Company's balance sheet as of Nov. 27, 2011, showed
$919.19 million in total assets, $999.75 million in total
liabilities, and a $80.56 million stockholders' deficit.

"We were disappointed with our performance in the fourth quarter
and the full fiscal year 2011," stated Larry Rogers, Sealy's
president and chief executive officer.  "These results were not in
line with the goals that we set forth in the beginning of 2011 and
we are making operational changes to improve our future business
results."

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

                        http://is.gd/z6miML

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

Sealy carries 'B' local and issuer credit ratings from Standard &
Poor's.


SHELBRAN INVESTMENTS: Amends Schedules of Assets and Liabilities
----------------------------------------------------------------
Shelbran Investments, L.P. filed with the U.S. Bankruptcy Court
for the Middle District of Florida amended schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $27,574,200
  B. Personal Property           $10,231,030
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $15,300,994
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $5,878,515
                                 -----------      -----------
        TOTAL                    $37,805,230      $21,179,509

A full-text copy of the schedules is available for free at
http://bankrupt.com/misc/SHELBRANINVESTMENTS_sal.pdf

The Debtor disclosed personal property of $731,030, and total
assets of $28,305,230 in the previous schedules.

                     About Shelbran Investments

Ocala, Florida-based Shelbran Investments, L. P., filed for
Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 10-
10937) on Dec. 21, 2010.  The Debtor estimated its assets and
debts at $10 million to $50 million.  Robert Wilcox, Esq., and
Emily M. Friend, Esq., at Brennan, Manna & Diamond, P.L.,
represent the Debtor.

The U.S. Trustee for Region 21 said it won't appoint an Official
Committee of Unsecured Creditors of Shelbran Investments because
of an insufficient number of creditors willing or able to serve on
the committee.

A Chapter 11 Trustee was appointed on Aug. 16, 2011.


SHELBRAN INVESTMENTS: Trustee Wants Case Conversion or Dismissal
----------------------------------------------------------------
Aaron R. Cohen, as Chapter 11 trustee for the bankruptcy estate of
Shelbran Investments, L.P., asks the U.S. Bankruptcy Court for the
Middle District of Florida to dismiss or convert the Chapter 11
case of the Debtor to one under Chapter 7 of the Bankruptcy Code.

According to the trustee, the Debtor's Plan sets forth numerous
"debt-for-debt" classes, whereby the Debtor proposes to transfer
certain parcels of real property to secured creditors in full
satisfaction of the creditors' debts.  Based on, inter alia, the
proposals and communications with counsel for secured creditors
that have claims they will contest confirmation of the Plan, the
trustee believes the Plan in its current form is unlikely to be
confirmed.

Additionally, the trustee believes the bankruptcy estate is or is
soon to be administratively insolvent.

The trustee is represented by:

         Jacob A. Brown, Esq.
         Katherine C. Fackler, Esq.
         AKERMAN SENTERFITT
         50 North Laura St., Suite 3100
         Jacksonville, FL 32202
         Tel: (904) 798-3700
         Fax: (940) 798-3730
         E-mail: jacob.brown@akerman.com
                 katherine.fackler@akerman.com

                     About Shelbran Investments

Ocala, Florida-based Shelbran Investments, L. P., filed for
Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 10-
10937) on Dec. 21, 2010.  The Debtor disclosed $37,805,230 in
assets and $21,179,509 in liabilities.  Robert Wilcox, Esq., and
Emily M. Friend, Esq., at Brennan, Manna & Diamond, P.L.,
represent the Debtor.

The U.S. Trustee for Region 21 said it won't appoint an Official
Committee of Unsecured Creditors of Shelbran Investments because
of an insufficient number of creditors willing or able to serve on
the committee.

A Chapter 11 Trustee was appointed on Aug. 16, 2011.


SPANISH BROADCASTING: Sees $37.5MM-$38MM Net Revenue for Q4 2011
----------------------------------------------------------------
Spanish Broadcasting System, Inc., announced preliminary financial
results for the three-months ended Dec. 31, 2011.

Based on preliminary information and subject to the year-end
accounting close and audit, the Company expects fourth quarter
2011 consolidated net revenue to be between $37.5 million and
$38.0 million, resulting in expected growth of 7.5% to 9.0% over
the comparable period in 2010.  The Company expects a significant
reduction in its television segment station operating loss, a non-
GAAP measure, during the fourth quarter of 2011 compared to the
fourth quarter of 2010.  The Company also expects operating income
before depreciation and amortization, (gain) loss on the disposal
of assets, net and impairment charges and restructuring costs, a
non-GAAP measure, to be between $10.5 million and $11.5 million,
resulting in expected growth of 10% to 21% when compared to the
fourth quarter of 2010.  The Company's cash balance is expected to
be above $70 million as of Dec. 31, 2011.

"The significant improvement in our results for the fourth quarter
reflects the continued benefits of a healthier advertising
environment, the strength of our broadcasting properties and
affiliated special events, and a singular focus on achieving
profitability in our television segment," said Raul Alarc¢n, Jr.,
Chairman and CEO.  "We are further monetizing and expanding our
audience reach, while effectively managing our costs, which is
leading to increased cash flow from our business.  Moving forward,
we remain well positioned in the nation's largest Hispanic markets
and are focused on generating improved financial performance and
long-term value."

The Company's consolidated financial statements as of and for the
year ended Dec.31, 2011, are not yet available.  The Company's
expectations of its results of operations and financial condition
discussed above are based upon management estimates.  This
financial and operating data is unaudited and is subject to
revision based on the completion of the accounting and financial
reporting processes necessary to finalize its financial statements
as of and for the year ended Dec. 31, 2011.

                     About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

The Company's balance sheet at Sept. 30, 2011, showed $495.67
million in total assets, $441.65 million in total liabilities,
$92.34 million in cumulative exchangeable redeemable preferred
stock, and a $38.33 million total stockholders' deficit.

                           *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  The rating outlook is stable.
"The rating action reflects S&P's expectation that, despite very
high leverage, SBS will have adequate liquidity over the
intermediate term to meet debt maturities, potential swap
settlements, and operating needs until its term loan matures on
June 11, 2012," said Standard & Poor's credit analyst Michael
Altberg.


SUMMIT ENTERTAINMENT: S&P Withdraws 'B' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Summit
Entertainment LLC, including its 'B' corporate credit rating. The
outlook was stable at the time of the ratings withdrawal.

The ratings withdrawal follows the completed acquisition of Summit
by Lions Gate Entertainment Corp. for $412.5 million, plus assumed
debt. Outstanding debt at Summit, including its $550 million term
loan due 2016 ($508 million outstanding at time of transaction),
was refinanced with a new $500 million term loan facility due
September 2016.


SUSTAINABLE ENVIRONMENTAL: Clarifies Purchase Price of Units Sold
-----------------------------------------------------------------
Sustainable Environmental Technologies Corporation filed a Current
Report on Form 8-K to report that on Jan. 12, 2012, the Company
entered into an agreement with an accredited investor for the
purchase of 5,000,000 units of securities of the Company for
$500,000.  Each individual Unit had the purchase price of $0.10
per Unit and consisted of one share of restricted common stock and
one warrant to purchase one share of restricted common stock at
the exercise price of $0.15.  The Company filed an amendment to
the Current Report to clarify that the accredited investor
purchased 5,000,000 Units, totaling 5,000,000 shares of restricted
common stock for $500,000 and a warrant to purchase 5,000,000
shares of restricted common stock at $0.15 per share for a total
of $750,000.

The Units sold by the Company relied upon exemptions from
registration provided for in Regulation S and Sections 4(2) and
4(6) of the Securities Act of 1933, as amended, including
Regulation D promulgated thereunder based on the accredited
investors knowledge of the Company's operations, financial
condition and experience in financial and business matters that
allowed them to evaluate the merits and risk of receipt of the
Units.

                 About Sustainable Environmental

Upland, Calif.-based Sustainable Environmental Technologies
Corporation (formerly RG Global Lifestyles, Inc.) offers water and
wastewater treatment engineering and construction services.

The Company's balance sheet at Sept. 30, 2011, showed $3.21
million in total assets, $3.40 million in total liabilities and a
$192,319 total stockholders' deficit.

During the quarter ended Dec. 31, 2010, the Company incurred an
operating loss from continuing operations before income taxes of
$265,464.  As of Dec. 31, 2010, the Company had a working capital
deficit of approximately $2.3 million.  "These conditions raise
substantial doubt about the Company's ability to continue as a
going concern," the Company said in the filing.


TELVUE CORP: Enters Into Agreement to Convert Debt to Equity
------------------------------------------------------------
TelVue Corporation had executed an agreement with H.F. "Gerry"
Lenfest, its Chairman and majority stockholder, under which
approximately $30.6 million in debt and accrued interest held by
Mr. Lenfest would be converted into TelVue common stock and new
preferred stock.  The agreement is subject to certain conditions,
including stockholder approval of the agreement itself as well as
changes to TelVue's authorized capital stock and other matters.

Under the terms of the agreement, a promissory note recently
issued to Mr. Lenfest in the principal amount of $5.0 million,
which was designed to provide funding for development, would be
converted into a new class of redeemable convertible preferred
stock, with a conversion price of $0.35 per share.  The new class
of preferred stock would have an annual dividend of 4% payable in
cash or in kind, at TelVue's option.  Under the terms of the
agreement, the remaining debt and accrued interest through the
effective date would be converted into common stock at a price per
share of $0.35.

Pending stockholder approval, the agreement will eliminate all of
the Company's outstanding debt to Mr. Lenfest.  TelVue plans to
hold a stockholder vote to approve required elements of the
transaction.

"This agreement represents a major step forward for TelVue," said
Jesse Lerman, TelVue's President and CEO, "We believe that,
pending stockholder approval, the Company's balance sheet,
fortified with the recent $5.0 million funding and debt
conversion, provides TelVue with a solid foundation for expansion
of its current broadcast products and services and will assist in
establishing TelVue as the provider of choice in the rapidly
growing area of cloud-based video services."

TelVue will file a proxy statement with respect to the Debt
Conversion Agreement and related matters with the U.S. Securities
and Exchange Commission.  The proxy statement will be sent to
TelVue's stockholders for their approval of the Debt Conversion
Agreement at a special meeting of stockholders.  Stockholders are
urged to read the proxy statement and any other relevant documents
when filed because they contain important information about the
Company, the Debt Conversion Agreement and related matters.
Stockholders may obtain a free copy of the proxy statement and
other documents when they become available at the SEC's Web site
at www.sec.gov.  The proxy statement and other related SEC
documents may also be obtained free of charge by contacting the
Company at (800) 885-8886.

TelVue and its officers, directors and employees may be deemed to
be participants in the solicitation of proxies from the Company's
stockholders with respect to approval of the Debt Conversion
Agreement.  Those participants may have interests in the
transaction, including as a result of holding shares of the Common
Stock.  Information regarding the participants and their interests
will be contained in the proxy statement.

                      About TelVue Corporation

Mt. Laurel, N.J.-based TelVue Corporation is a broadcast
technology company that specializes in playback, automation and
workflow solutions for public, education and government ("PEG")
television stations; cable, telephone company ("Telco") and
satellite television providers; K-12 and higher education
institutions; and professional broadcasters.

The Company also reported a net loss of $2.43 million on
$3.40 million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $2.53 million on $2.71 million of
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.62 million in total assets, $26.15 million in total
liabilities, and a $24.52 million stockholders' deficit.

ParenteBeard LLC, in Huntingdon Valley, Pa., expressed substantial
doubt about TelVue's ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has suffered recurring losses from
operations and has a net accumulated deficit.


THERMOENERGY CORP: Dileep Agnihotri Elected Class B Director
------------------------------------------------------------
The incumbent members of ThermoEnergy Corporation's Board of
Directors who serve as Series B Directors elected Dr. Dileep
Agnihotri to fill a vacancy on the Company's Board of Directors in
a seat designated as a Series B Directorship.  Dr. Agnihotri was
designated for election as a Series B Director by The Quercus
Trust, pursuant to a Voting Agreement dated as of Nov. 19, 2009,
by and among the Company and certain holders of the Company's
Series B Convertible Preferred Stock, namely Quercus, Empire
Capital Partners, LP, and its affiliates,  Focus Fund, L.P. and
Robert S. Trump.  Dr. Agnihotri will serve as a member of the
Company's Board of Directors until the 2012 Annual Meeting of
Shareholders or until his earlier resignation or removal.

Dr. Agnihotri is CEO, President, and a member of the Board of
Directors of Advanced Hydro Inc., a privately held company
commercializing novel membranes technology and turn-key systems
for treatment of waste-water in the oil and gas industry,
including hydraulic fracturing wastewater recycling applications.
He is also serving as acting CEO and a member of the Board of
Directors of Graphene Energy, Inc., also a privately held company.
Dr. Agnihotri has been a principal at 21 Ventures, LLC, a venture
capital management firm providing seed, growth and bridge capital
for technology ventures, since 2008.  Prior to 21 Ventures and
Advanced Hydro, he spent 8 years, from 2001 to 2008, as director
and world-wide manager of Jordan Valley Semiconductors Inc., an
Israeli private company in the thin-film metrology market, where
he managed technology development, applications development and
strategic, technical and product marketing.  Dr. Agnihotri holds a
PhD in Nuclear Chemistry and an MS in Physical Chemistry from the
University of Rochester.  He also has an MS degree in Physics from
Agra University.  He has published more than 30 articles and holds
more than half a dozen patents. Dr. Agnihotri brings to the Board
expertise in new and disruptive technologies, their market
potential and commercialization aspects.

Pursuant to the Company's 2008 Incentive Stock Plan, Dr.
Agnihotri, as a non-employee Director, was automatically granted
an option to purchase 30,000 shares of the Company's Common Stock
at an exercise price of $0.23 per share.  This option vests and
becomes exercisable on the date of the Company's 2012 Annual
Meeting of Shareholders and has a term of ten years.

                  About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

As reported by the TCR on April 7, 2011, Kemp & Company, a
Professional Association, in Little Rock, Arkansas, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred net losses since inception and will require
substantial capital to continue commercialization of the
Company's technologies and to fund the Companies liabilities.

The Company reported a net loss of $9.85 million on $2.87 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $12.98 million on $4.01 million of revenue during the
prior year.

The Company also reported a net loss of $11.87 million on $3.57
million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $8.49 million on $2.05 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $4.27
million in total assets, $11.09 million in total liabilities and a
$6.81 million total stockholders' deficiency.


THINES LLC: M&T Trust Has Until Feb. 3 to Challenge Plan Outline
----------------------------------------------------------------
Manufacturers and Traders Trust Company's deadline to file an
objection or otherwise respond to Thines LLC's disclosure
statement has been extended to Feb. 3, 2012, according to a Second
Stipulation between the parties signed off by Bankruptcy Judge
Nancy V. Alquist available at
http://www.leagle.com/xmlResult.aspx?xmldoc=In%20BCO%2020120118832
.xml&docbase=CSLWAR3-2007-CURR from Leagle.com.

Michael Bolesta, Esquire, Gebhardt & Smith, LLP, Baltimore, MD,
Attorneys for Manufacturers and Traders Trust Company.


TIMMINCO LIMITED: Has $4.25MM Financing for CCAA Case
-----------------------------------------------------
Timminco Limited and its wholly-owned subsidiary Becancour Silicon
Inc. has secured a commitment for "debtor-in-possession" financing
of US$4.25 million, for the purposes of funding the Company's
operating costs, transaction costs and other expenses during the
course of the proceedings commenced by the Company under the
Companies' Creditors Arrangement Act on Jan. 3, 2012.  The DIP
Facility is being provided by QSI Partners Ltd. pursuant to the
terms and conditions of a DIP Agreement dated Jan. 18, 2012.  The
DIP Facility expires on June 20, 2012.

Funding under the DIP Facility will be available immediately
following an order from the Ontario Superior Court of Justice
approving the DIP Facility and the super-priority ranking of the
charge required by the DIP Lender.  The Company will be seeking
such Court order, along with an order extending the CCAA stay of
proceedings to April 30, 2012, at a hearing currently scheduled
for Jan. 27, 2012.

In connection with the DIP Facility, the Company has granted to
the DIP Lender the exclusive right until Jan. 31, 2012 to conduct
due diligence and negotiate a "stalking horse bid" for the
acquisition of the Company's business and assets, including its
interests in Quebec Silicon Limited Partnership and Timminco
Solar.  The exclusivity will be extended by one week, to
Feb. 7, 2011, if by Jan. 31, 2012 the DIP Lender submits a
stalking horse bid that is in a form and substance that the
Company is prepared to consider.  The Company is under no
obligation to accept any stalking horse bid from the DIP Lender,
nor is there any obligation on the DIP Lender to submit any bid
for all or any portion of the Company's business or assets.
Availability under the DIP Facility is not conditional upon the
Company accepting any stalking horse bid from the DIP Lender.

The Company intends to seek Court approval of a marketing process
after the expiry of the exclusivity period, which will provide all
interested parties the opportunity to submit offers for the
acquisition of the business and assets of the Company, or for the
sponsorship of a plan of arrangement in respect of the Company.

"We are delighted to have achieved this significant milestone,"
said Mr. Douglas A. Fastuca, Chief Executive officer of the
Company.  "This facility provides the necessary funds to allow us
to operate throughout the anticipated duration of the CCAA
restructuring process.  We can now focus on moving toward a
successful outcome to the restructuring, through an open and
competitive process.  In the meantime, we expect to continue to
purchase silicon metal from our Quebec Silicon joint venture and
ship product to our customers as planned."

                          About Timminco

Timminco produces silicon metal for the chemical (silicones),
aluminum and electronics/solar industries, through its 51%-owned
production partnership with Dow Corning, known as Quebec Silicon.
Timminco is also a producer of solar grade silicon, using its
proprietary technology for purifying silicon metal, for the solar
photovoltaic energy industry, through Timminco Solar, a division
of its wholly owned subsidiary Becancour Silicon.


TOWN CENTER: $750,000 Loan from Terra Landmark Gets Final OK
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorized Town Center at Doral, LLC, et al., to obtain
postpetition financing in an aggregate principal amount up to
$750,000 from Terra Landmark, LLC.

As of the Petition Date, the Debtors' obligations include:

   i) ad valorem tax certificates claims in various amounts, each
of which is secured by a statutory lien on the property;

  ii) claims held by Landmark at Doral Community Development
District in the aggregate amount of approximately $71,500,000
(exclusive of interest, fees and costs), which claims are secured
by statutory liens on the property;

iii) claims held by AMT CADC Venture, LLC in the aggregate amount
of approximately $103,870,058 (exclusive of interest, fees and
costs), which claims are secured by liens on the property; and

  iv) claims held by unsecured creditors in the aggregate amount
of approximately $17,536,201.

The Debtors will use the postpetition financing to operate their
business operations.

The Debtors as a group are unable to obtain credit for borrowed
money without granting to the DIP Lender the DIP Protections.

As adequate protection from diminution in value of the lender's
collateral, the Debtors will grant the DIP lender a superpriority
administrative claim status, subject to carve out.

The Court also ordered that all postpetition financing of the
Debtors owed to the DIP Lender will be immediately due and
payable, and authority to use the proceeds of the postpetition
financing will cease on the earlier of (a) April 1, 2012, or on
the occurrence of an event of default.

                         About Town Center

Town Center at Doral LLC, Landmark at Doral East LLC, Landmark at
Doral South LLC, Landmark Club at Doral LLC and Landmark at Doral
Developers LLC, companies associated with the aborted Landmark at
Doral development, filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case Nos. 11-35884 to 11-35888) on Sept. 19, 2011, almost
three years after AmTrust Bank sought to foreclose on the project.
Town Center at Doral LLC posted assets of $29,297,300 and
liabilities of $166,133,171.  Isaac Kodsi signed the petitions as
vice president.

The Property consists of 16 individual tracts of land that remain
undeveloped with the exception of an unfinished 4-level parking
garage. Prior to the Petition Date, the Debtors had sought and
obtained approvals for the development of residential units
(townhomes and condominiums), retail/office/mixed use, and flex
office at the Property.

Mindy A. Mora, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP
in Miami, serves as counsel to the Debtors.

Glenn Moses, Esq., at Genovese Joblove & Battista, represents the
official committee of unsecured creditors.

Cleveland, Ohio-based AmTrust filed for foreclosure in
October 2008 based on the $124.4 million in mortgages that were
granted the developer in 2005.  Several projects started by EB
Developers fell into foreclosure after owner and CEO Elie Berdugo
died in February 2008.


TOWN CENTER: Wants Court to Value Tracts of Land at $40 Million
---------------------------------------------------------------
Town Center at Doral, LLC, et al., ask the U.S. Bankruptcy Court
for the Southern District of Florida to determine that the value
of their property is $40 million.

The Debtors are the fee simple owners of land (approximately 120
contiguous acres) located on the east side of NW 107th Avenue and
the north side of NW 58th Street in Doral, Florida, a majority of
which is zoned TND (Traditional Neighborhood Development), with
the remainder zoned IU-1 (for flex office development allowing for
light industrial development).

The property consists of 16 individual tracts of land that remain
undeveloped with the exception of an unfinished 4-level parking
garage.  Prior to the Petition Date, the Debtors had sought and
obtained approvals for the development of residential units
(townhomes and condominiums), retail/office/mixed use, and flex
office at the property.

The Debtors relate that according to the Miami-Dade County
Property Appraiser, the current assessed values of the Debtors'
parcels are:

   NAME OF DEBTOR                  LOT SIZE             VALUE
   --------------                  --------             -----
Town Center at Doral, LLC          57.09 acres       $24,297,300
Landmark at Doral East, LLC        15.72 acres        $4,745,449
Landmark Club at Doral, LLC    70,131.5 sq. ft.         $724,500
Landmark at Doral South, LLC       18.93 acres        $6,621,975
Landmark at Doral Developers, LLC   Air rights
                              over 18.93 acres           Unknown

                                              Total: $36,389,224

The Debtors explain that in order to successfully propose and
confirm a plan of reorganization, they must establish the value of
the property, which serves as the sole source of collateral in
these cases.  Specifically, the Debtors need to know the value of
the property to classify the claims of creditors Landmark at Doral
Community Development District (CDD) and AMT CADC Venture, LLC
(AMT) and determine the appropriate treatment for the claims under
the plan.

In this relation, the Debtors retained Waronker & Rosen, Inc. to
prepare an appraisal of the property.  The Debtor believes that
the property is worth approximately $40 million in the aggregate.

                         About Town Center

Town Center at Doral LLC, Landmark at Doral East LLC, Landmark at
Doral South LLC, Landmark Club at Doral LLC and Landmark at Doral
Developers LLC, companies associated with the aborted Landmark at
Doral development, filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case Nos. 11-35884 to 11-35888) on Sept. 19, 2011, almost
three years after AmTrust Bank sought to foreclose on the project.
Town Center at Doral LLC posted assets of $29,297,300 and
liabilities of $166,133,171.  Isaac Kodsi signed the petitions as
vice president.

The Property consists of 16 individual tracts of land that remain
undeveloped with the exception of an unfinished 4-level parking
garage. Prior to the Petition Date, the Debtors had sought and
obtained approvals for the development of residential units
(townhomes and condominiums), retail/office/mixed use, and flex
office at the Property.

Mindy A. Mora, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP
in Miami, serves as counsel to the Debtors.

Glenn Moses, Esq., at Genovese Joblove & Battista, represents the
official committee of unsecured creditors.

Cleveland, Ohio-based AmTrust filed for foreclosure in
October 2008 based on the $124.4 million in mortgages that were
granted the developer in 2005.  Several projects started by EB
Developers fell into foreclosure after owner and CEO Elie Berdugo
died in February 2008.


TRAILER BRIDGE: Asks Court to Approve Performance-Based KEIP
------------------------------------------------------------
On Jan. 12, 2012, Trailer Bridge, Inc., filed a motion with the
the U.S. Bankruptcy Court for the Southern District of New York
for approval of a performance-based key employee incentive plan.
The Incentive Plan provides for participation by thirty-two of the
Company's key employees, including William G. Gotimer, Jr., Co-
Chief Executive Officer and General Counsel, and Mark Tanner, Co-
Chief Executive Officer and Chief Financial Officer.  The
Incentive Plan provides for a bonus pool available for
distribution to the key employees based on the achievement of
certain EBITDA levels.  In the event that the Company achieves 95-
105% of the EBITDA projections, approximately $800,000 will be
available for distribution to the key employees.  In the event
that the Company exceeds the EBITDA projections by 25%, the bonus
pool will increase to approximately $990,500, which amount
represents the maximum amount to be paid under the Incentive Plan.
On the other hand, if the Company fails to meet the EBITDA
projections, the bonus pool will decrease based on the percentage
of variance from the EBITDA projections.  With respect to each of
William G. Gotimer, Jr. and Mark Tanner, the Target bonus award
opportunity under the Incentive Plan is $200,000.

Payment of the amounts due under the Incentive Plan will occur on
the day that is five (5) days after the effective date of a plan
or reorganization and will be paid from the proceeds of the exit
financing provided to the reorganized Company on the effective
date.  If a key employee's employment terminates for any reason
(other than death or without cause) prior to the payment of any
bonus, the employee automatically forfeits the payment of that
bonus.  No amounts will be earned if a plan of reorganization is
not confirmed prior to April 15, 2012.

                       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.


TRAVELPORT HOLDINGS: William Griffith Resigns from Board
--------------------------------------------------------
In connection with his departure from Technology Crossover
Ventures, William J.G. Griffith has resigned from Travelport
Limited's Board of Directors, as well as the Committees of the
Company's Board of Directors.  The vacancy on the Company's Board
of Directors will be filled in the near future with a director to
be designated by Technology Crossover Ventures.

                     About Travelport Holdings

Travelport Holdings is the direct parent of Travelport Limited, is
a broad-based business services company and a leading provider of
critical transaction processing solutions to companies operating
in the global travel industry.  With a presence in 160 countries
and approximately 3,500 employees, Travelport is comprised of the
global distribution system (GDS) business, which includes the
Galileo and Worldspan brands and its Airline IT Solutions
business, which hosts mission critical applications and provides
business and data analysis solutions for major airlines.

Travelport also owns approximately 48% of Orbitz Worldwide (NYSE:
OWW), a leading global online travel company.  Travelport is a
private company owned by The Blackstone Group, One Equity
Partners, Technology Crossover Ventures, and Travelport
management.

Travelport Holdings Limited is a holding company with no direct
operations.  Its principal assets are the direct and indirect
equity interests it holds in its subsidiaries, including
Travelport Limited.

Travelport Limited, a direct subsidiary of Travelport Holdings
Limited, reported net income of $283 million on $1.061 billion of
of net revenue for the six months ended June 30, 2011, compared
with net income of $1 million on $1.056 billion of net revenue for
the same period of 2010.  Results for the six months ended
June 30, 2011, includes gain of $312 million, net of tax, from the
sale of sale of the Gullivers Travel Associates ("GTA") business
to Kuoni Travel Holdings Limited ("Kuoni").  The sale was
completed on May 5, 2011.

Loss from continuing operations was $4 million during the six
months ended June 30, 2011, compared with a loss of $2 million for
the same period of 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$3.43 billion in total assets, $4.21 billion in total liabilities
and a $780 million total deficit.

                          *     *     *

As reported by the TCR on Oct. 10, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit ratings on travel
services provider Travelport Holdings Limited (Travelport
Holdings) and indirect subsidiary Travelport LLC (Travelport) to
'SD' (selective default) from 'CC'.

The downgrades follow the implementation of a capital
restructuring, which was necessary because of the Travelport
group's high leverage, weak liquidity, and the upcoming maturity
of its $693 million (as of end-June 2011) PIK loan in March 2012.
"According to our criteria, we view this restructuring as a
distressed exchange and tantamount to a default (see 'Rating
Implications Of Exchange Offers And Similar Restructurings,
Update,' published May 12, 2009, on RatingsDirect on the Global
Credit Portal)," S&P related.


TRANSWEST RESORT: 2 Westin Resorts Exit Chapter 11
--------------------------------------------------
The Westin La Paloma Resort & Spa in Tucson, Arizona and the
Westin Hilton Head Island Resort & Spa on Hilton Head Island,
South Carolina won court approval on Tuesday, January 17, 2012, to
emerge from bankruptcy. The ruling marks a new beginning and a
return to prominence for both resorts managed by Starwood Hotels &
Resorts Worldwide, Inc. HOT -0.03%  with new owners, Southwest
Value Partners ("SWVP" -- San Diego, California), who will infuse
in excess of $60 million of new equity into the hotels, the
majority of which will be used to complete a major capital
improvement plan for both hotels.

SWVP co-managing partners Mark Schlossberg and Cary Mack
structured the transaction, and positioned SWVP as equity to the
reorganizing debtors. The Debtor's plan of reorganization was
confirmed by the Bankruptcy Court on January 3, 2012 and went
effective on January 18, 2012.

"We viewed this as an ideal reorganization situation involving
incredibly high quality assets that required strong ownership and
equity to provide Westin with the tools necessary to position each
hotel properly, allow them to emerge from bankruptcy, and maximize
their operating performance," said Mark Schlossberg.

Cary Mack added, "We are pleased with our investments on Hilton
Head Island and in Tucson, and with the growth potential of these
hotels over the near and long term as we renovate them and
continue to maintain their focus on excellence. In partnership
with Starwood Hotels we will meaningfully enhance the guest
experience at each property through completing the largest capital
improvement investment in the history of the resorts since their
initial construction."

Starwood Hotels will continue to manage both resorts under a long-
term, 20-year management agreement. The improvements planned for
both resorts include renovations of every guest room, all meeting
spaces, main lobby areas, outdoor venues and pool areas. The plans
are currently being finalized, with renovations slated to begin
immediately.

With a reorganization plan and new ownership in place, both Westin
properties are poised for an exciting transformation. According to
The Westin Hilton Head Island Resort & Spa General Manager, Andrew
Czarnecki, "The Westin Hilton Head Island Resort & Spa has
recently made some significant property improvements but has been
on hold with any major remodeling and renovations. The capital
infusion from Southwest Value Partners will allow us to make this
truly remarkable property even more outstanding."

The Westin La Paloma's General Manager, Jonathan Litvack adds,
"The capital improvement plans for La Paloma will allow us to
exceed all possible customer expectations with full facility
renovations. We have been in a holding pattern on major
improvements but now we can move full-steam ahead on the exciting
transformation process for The Westin La Paloma Resort & Spa."

                  About Southwest Value Partners

Southwest Value Partners -- http://www.swvp.com/-- is a private
real estate investment firm based in San Diego and founded in
1990. The firm acquires diverse real estate assets focusing on
growth markets throughout the country.

                 About Starwood Hotels & Resorts

Starwood Hotels & Resorts Worldwide, Inc. --
http://www.starwoodhotels.com/-- is one of the leading hotel and
leisure companies in the world with 1,071 properties in 100
countries and territories with 145,000 employees at its owned and
managed properties.  Starwood Hotels is a fully integrated owner,
operator and franchisor of hotels, resorts and residences with the
following internationally renowned brands: St. Regis(R), The
Luxury Collection(R), W(R), Westin(R), Le Meridien(R),
Sheraton(R), Four Points(R) by Sheraton, Aloft(R) and Element(SM).
The company boasts one of the industry's leading loyalty programs,
Starwood Preferred Guest (SPG), allowing members to earn and
redeem points for room stays, room upgrades and flights, with no
blackout dates.  Starwood Hotels also owns Starwood Vacation
Ownership, Inc., one of the premier developers and operators of
high quality vacation interval ownership resorts.

                      About Transwest Resort

Tucson, Arizona-based Transwest Resort Properties, Inc.,
indirectly owns an interest in two companies, Transwest Tucson
Property, L.L.C., and Transwest Hilton Head Property, L.L.C.
These two companies each own and manage a resort hotel: the Westin
La Paloma Resort and Country Club in Tucson, Arizona (the "La
Paloma Resort" or "La Paloma"), which is owned and managed by
Transwest Tucson Property, L.L.C., and the Westin Hilton Head
Island Resort and Spa on Hilton Head Island in South Carolina (the
"Hilton Head Resort," and collectively with La Paloma, the
"Resorts"), which is owned and managed by Transwest Hilton Head
Property, L.L.C.

TRP, Transwest Tucson Property, and Transwest Hilton Head property
are affiliates of Transwest Partners, a real estate development
and investment firm which has been active in the hospitality
sector in Southern Arizona and Sonora, Mexico.

Transwest Tucson Property is a wholly owned subsidiary of
Transwest Tucson II, L.L.C.  Transwest Hilton Head Property is a
wholly owed subsidiaryof Transwest Hilton Head II, L.L.C.

TRP filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz.
Case No. 10-37134) on Nov. 17, 2010.  Kasey C. Nye, Esq., Susan g.
Boswell, Esq., and Elizabeth S. Fella, Esq., at Quarles & Brady
LLP, in Tucson, Ariz., assist the Debtor in its restructuring
effort.  The Debtor estimated its assets at up to $50,000 and
debts at $10 million to $50 million.

Affiliates Transwest Hilton Head Property, L.L.C. (Bankr. D. Ariz.
Case No. 10-37170), Transwest Tucson Property, L.L.C. (Bankr. D.
Ariz. Case No. 10-37160), Transwest Tucson II, L.L.C. (Bankr. D.
Ariz. Case No. 10-37151), and Transwest Hilton Head II, L.L.C.
(Bankr. D. Ariz. Case No. 10-37145) filed separate Chapter 11
petitions on Nov. 17, 2010.  BeachFleischman PC serves as tax
preparer and advisor, accountant and auditor.  Hundley & Company,
LLC, serves as financial restructuring and interest rate experts,
and Hospitality Real Estate Counselors as valuation consultant and
expert.  Transwest Hilton Head Property estimated assets at
$10 million to $50 million and debts at $100 million to
$500 million.  Transwest Tucson Property estimated assets at
$50 million to $100 million and debts at $100 million to
$500 million.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors on Dec. 15, 2010.


TRIDENT MICROSYSTEM: Court Clears to Auction Set-Top Business
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Trident Microsystems Inc.
got court permission to auction its set-top business next month,
with Entropic Communications Inc. kicking off bidding with a $55
million offer.

                   About Trident Microsystem

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Kurtzman Carson Consultants is
the claims and notice agent.

Trident had $309,992,980 in assets and $39,607,591 in liabilities
as of Oct. 31, 2011.  The petition was signed by David L.
Teichmann, executive VP, general counsel & corporate secretary.


TTM MB: Voluntary Chapter 11 Case Summary
-----------------------------------------
Debtor: TTM MB Park, LLC
        13 Midtown Park East
        Mobile, AL 36609

Bankruptcy Case No.: 12-00174

Chapter 11 Petition Date: January 18, 2012

Court: U.S. Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: Lawrence B. Voit, Esq.
                  SILVER, VOIT & THOMPSON
                  4317-A Midmost Drive
                  Mobile, AL 36609-5507
                  Tel: (251) 343-0800
                  E-mail: lvoit@silvervoit.com

Estimated Assets: $0 to $50,000

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Todd Martin, manager.


VALENCE TECHNOLOGY: Berg & Berg Buys 2 Million Common Shares
------------------------------------------------------------
Berg & Berg Enterprises, LLC, purchased 2,078,068 shares of
Valence Technology, Inc., common stock at a price per share of
$0.97, the closing bid price of the Company's common stock on the
purchase date.  The purchase price for the shares was $2,015,726.
Payment of the purchase price consisted of the surrender of the
promissory note issued by the Company on Oct. 24, 2011, to Berg
and Berg, under which $2,000,000 in principal and $15,726 in
accrued interest was outstanding.

The shares were issued in a private placement transaction exempt
from the registration requirements of the Securities Act of 1933,
as amended, pursuant to Section 4(2) thereof.  Under Rule 144 of
the Securities Act, these shares are restricted from being traded
by Berg & Berg for a period of six months from the date of
issuance, unless registered, and thereafter may be traded only in
compliance with the volume restrictions imposed by this rule and
other applicable restrictions.

On Oct. 26, 2010, the Company's Board of Directors authorized the
Company to engage in financing transactions with Berg & Berg, Carl
E. Berg, or their affiliates from time to time in an aggregate
amount of up to $10,000,000, if, and when needed by the Company,
and as may be mutually agreed.  The $2,000,000 promissory note
was made pursuant to this authorization and following such
transaction, $2,000,000 remains available under this
authorization.

The managing member of Berg & Berg is Carl E. Berg, who is the
Chairman of the Company's Board of Directors and the principal
stockholder of the Company.

                     About Valence Technology

Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) --
http://www.valence.com/-- is a global leader in the development
of safe, long-life lithium iron magnesium phosphate energy storage
solutions and provides the enabling technology behind some of the
world's most innovative and environmentally friendly applications.
Valence Technology has its Research & Development Center in
Nevada, its Europe/Asia Pacific Sales office in Northern Ireland
and global fulfillment centers in North America and Europe.

The Company reported a net loss of $12.68 million on
$45.88 million of revenue for the year ended March 31, 2011,
compared with a net loss of $23.01 million on $16.08 million of
revenue during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$41.23 million in total assets, $89.47 million in total
liabilities, $8.61 million in redeemable convertible preferred
stock, and a $56.84 million total stockholders' deficit.

As reported by the TCR on June 3, 2011, PMB Helin Donovan, LLP, in
Austin, Texas, noted that Company's recurring losses from
operations, negative cash flows from operations and net
stockholders' capital deficiency raise substantial doubt about its
ability to continue as a going concern.


VALLEJO, CA: Bankruptcy Scars Linger in Cash-Crunched City
----------------------------------------------------------
Dow Jones' DBR Small Cap reports that six months after emerging
from Chapter 9 bankruptcy, this city isn't yet out of the woods as
it deals with a budget crunch and the effects of a hollowed-out
civil service.

                      About Vallejo, California

Vallejo -- http://www.ci.vallejo.ca.us/-- is a city in Solano
County, California in the United States.  As of the 2000 census,
the city had a total population of 116,760.  It is located in the
San Francisco Bay Area on the northern shore of San Pablo Bay.  It
was named for General Mariano Guadalupe Vallejo.

Vallejo filed for protection under Chapter 9 of the U.S.
Bankruptcy Code (Bankr. E.D. Calif. Case No. 08-26813) on May 23,
2008, after it was unable to persuade labor unions to accept
salary concessions as the recession began cutting into local
government tax collections nationwide.  Marc A. Levinson, Esq.,
and Norman C. Hile, Esq., at Orrick, Herrington & Sutcliffe LLP in
Sacramento, California, represented the City.  The city estimated
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  According to Vallejo's
comprehensive annual report for the year ended June 30, 2007, the
city has $983 million in assets and $358 million in debts.

In August 2011, Vallejo was given green light to exit the
municipal reorganization.   The Chapter 9 plan restructures
$50 million of publicly held debt secured by leases on public
buildings.  Although the Plan doesn't affect pensions, it adjusts
the claims and benefits of current and former city employees.

A federal judge released the city of Vallejo from bankruptcy on
Nov. 1, 2011.


VENOCO INC: S&P Puts 'B' Corp. Credit Rating on Watch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Venoco
Inc., including the 'B' corporate credit rating, on CreditWatch
with negative implications.

"The rating action follows the announcement that Venoco has
entered into a definitive merger agreement under which its
Chairman and CEO Tim Marquez will acquire the company through a
wholly owned entity, Denver Parent Corp. The announcement followed
a five-month evaluation of the proposal by a special committee of
Venoco's board of directors, who concluded that Marquez's proposal
was in the best interests of the public stockholders," S&P said.

"The total purchase price equates to about $1.45 billion,
including the assumption of $685 million in debt. Marquez, along
with affiliated trusts and foundations, currently owns 50.3% of
Venoco's common shares outstanding, which ?- if the deal is
approved--will be reinvested into Denver Parent Corp.
Consequently, Denver Parent will have to raise about $385 million
to fund the buyout," S&P said.

"If the buyout is funded with equity, there would be minimal
impact to our leverage ratios," said Standard & Poor's credit
analyst Carin Dehne-Kiley. "However, if the deal is funded with
50% or more debt, debt-to-EBITDA could exceed 5x at the end of
2012, which is above our expectations for the current rating. (Our
EBITDA estimates are based on the Standard & Poor's price deck of
$80/Bbl WTI crude oil and $3.75/Mcf Henry Hub natural gas.) We
believe the financing will include some portion of debt. Although
covenants on Venoco's existing credit facility require the company
to maintain leverage below 4x, we believe a new or amended
facility could be put in place following the capital
restructuring."

"The buyout proposal is subject to shareholder approval (a
majority of the remaining 49.7% shareholders must vote in favor),
customary regulatory approvals, and a financing condition.
Assuming acceptable financing is obtained, we expect closing to
occur by the end of June 2012," S&P said.

"Depending on how the buyout proposal is ultimately structured,"
added Ms. Dehne-Kiley, "we could lower the corporate and issue-
level ratings if leverage approaches the 5x level."


VISHAY INTERTECHNOLOGY: Moody's Affirms Ba3 Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed Vishay Intertechnology, Inc.'s
("Vishay") Ba3 Corporate Family Rating (CFR) and the Ba1 rating
for its senior credit facility, and changed the ratings outlook to
stable from positive.

These were affirmed:

   Issuer: Vishay Intertechnology, Inc.

   -- Corporate family rating -- Ba3

   -- Probability-of-default rating -- Ba3

   -- $450 million Senior Secured Revolving Credit Facility due
      2015 -- Ba1, LGD 2, 16% (changed from 19%)

   -- Speculative Grade Liquidity -- SGL-1

Outlook action:

   Issuer: Vishay Intertechnology, Inc.

   -- Outlook changed to stable, from positive

RATINGS RATIONALE

The change in the ratings outlook reflects Moody's view that weak
end-market demand and excessive inventory conditions that Vishay
is experiencing could persist in the first half of 2012 and that
the company's revenue and cash flow from operations will likely
decline in 2012. Moody's expects Vishay's operating margin to
deteriorate in 2012 amid weak demand and given the company's high
fixed costs, and that Vishay's Total Debt-to-EBITDA leverage could
approach 3.0x (Moody's adjusted, primarily for underfunded pension
obligations and capitalized operating leases) towards year-end
2012, compared to 1.7x at 3Q 2011. However, the ratings agency
expects the company's financial leverage, free cash flow and
interest coverage metrics to remain supportive of the existing Ba3
CFR.

The Ba3 CFR reflects Vishay's good operating scale, moderate
financial risk and good market position as a manufacturer and
supplier of a broad range of semiconductors and passive electronic
components to industrials, telecommunications, automotive,
computing and consumer electronics end-markets. Vishay's very good
liquidity, moderate financial leverage and its track record of
free cash flow generation mitigate the company's high business
risks stemming from the deeply cyclical demand patterns in its
end-markets and the intense competition and pricing pressure the
company faces, especially in the semiconductor product lines.

Vishay's Ba3 rating is supported by the company's commitment to
manage acquisitions and maintain Debt-to-EBITDA leverage below
2.5x, pro forma for acquisitions, which mitigates the event risk
given the company's history of growth through numerous
acquisitions.

The stable ratings outlook reflects Moody's expectations that
despite challenging business conditions, Vishay will produce free
cash flow of about 20% of total adjusted debt, and its leverage
will remain in the 2.5x to 3.0x (Moody's adjusted) range in the
next 12 months.

Moody's could upgrade Vishay's ratings if Vishay's organic growth
resumes, the company demonstrates the ability to sustain operating
margins in the 10% to 12% range, total debt-to-EBITDA leverage
under 2.5x (Moody's adjusted), and free cash flow-to-total debt
ratio in excess of 20%, through industry cycles, and it pursues a
conservative financial strategy.

Conversely, the ratings could be downgraded if Vishay experiences
sustained erosion in operating margins or revenue such that debt-
to-EBITDA ratio exceeds 3.5x (Moody's adjusted) for a protracted
period and free cash flow declines to less than 10% of total debt.
In addition, deterioration in liquidity or aggressive shareholder-
friendly policies could trigger a rating downgrade.

The principal methodologies used in this rating were Global
Semiconductor Industry published in November 2009, and Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Vishay Intertechnology, Inc., headquartered in Malvern, PA, is one
of the largest manufacturers and suppliers of discrete passive and
active electronic components. Vishay reported $2.7 billion in
revenue in the twelve months ended October 1, 2011.


VISUALANT INC: Receives 2nd Patent on Spectral Matching Tech.
-------------------------------------------------------------
Visualant, Inc., has received its second patent on its Spectral
Pattern Matching.

The Visualant technology was developed by renowned research
scientists, Drs. Tom Furness and Brian Schowengerdt.  A number of
years were spent in the laboratory developing a unique proprietary
approach to mapping color at the photon level and using that
mapping as a basis for authentication and diagnostics.  In
conjunction with the stellar work being done in the lab, the
Company pursues an aggressive patent strategy to protect its
unique intellectual property.

Drs. Furness and Schowengerdt and their laboratory development
team brought a generation of experience to the Visualant SPM
development process.  Dr. Furness is known in many circles as the
"Father of Virtual Reality."  Dr. Schowengerdt is an
internationally renowned leader in the field of color perception.

The patent issued by the United States Office of Patents and
Trademarks is US Patent No. 8,081,304 and is entitled "Method,
Apparatus and Article to Facilitate Evaluation of Objects Using
Electromagnetic Energy."

Ron Erickson, Visualant Founder and CEO, stated, "We are very
pleased to receive our second patent covering our SPM technology.
We expect more patents to be issued as we build the intellectual
property foundation for Visualant's business and move into the
marketplace with diverse applications of our SPM technology.  With
the issuance of this patent we also want to acknowledge the
extraordinary work of our patent counsel, Frank Abramonte of the
Seed Intellectual Property Group PLLC."

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on October 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant reported a net loss of $2.39 million on $9.13 million of
revenue for the year ended Sept. 30, 2011, compared with a net
loss of $1.14 million on $2.54 million of revenue during the
previous year.

The Company's balance sheet at Sept. 30, 2011, showed $4.31
million in total assets, $5.87 million in total liabilities, a
$1.61 million total stockholders' deficit and $43,828 in
noncontrolling interest.

In its report Visualant's 2011 results, Madsen & Associates
CPA's, Inc., in Salt Lake City Utah, noted that the Company will
need additional working capital for its planned activity and to
service its debt, which raises substantial doubt about its ability
to continue as a going concern.

                         Bankruptcy Warning

The Company had cash of $92,000, a net working capital deficit of
approximately $3.2 million and total indebtedness of $2.6 million
as of Sept. 30, 2011.

The Company will need to obtain additional financing to implement
the business plan, service its debt repayments and acquire new
businesses.  There can be no assurance that the Company will be
able to secure funding, or that if such funding is available, the
terms or conditions would be acceptable to the Company.  If the
Company is unable to obtain additional financing, it may need to
restructure its operations, divest all or a portion of its
business or file for bankruptcy.


WASHINGTON MUTUAL: Former Execs' Insurers to Pay $40MM FDIC
-----------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that insurers for three
former executives of Washington Mutual Inc. will pay nearly
$40 million as part of a proposed settlement with the Federal
Deposit Insurance Corp., according to documents filed in Delaware
bankruptcy court Thursday.  Under the terms of the deal, ex-WMI
CEO Kerry K. Killinger, Chief Operating Officer Stephen J. Rotella
and Home Loans President David C. Schneider will also pay
$275,000, $100,000 and $50,000 out of their own pockets,
respectively, to the FDIC.  The three will make additional cash
payments as well, according to Law360.

                       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: Says Investors' Info Request Delay Tactic
------------------------------------------------------------
Juan Carlos Rodriguez at Bankruptcy Law360 reports that Washington
Mutual Inc. and a group of hedge funds helping to craft the bank's
reorganization plan asked a judge Wednesday to reject a motion
that would force them to give a group of shareholders more
information before the plan is confirmed, calling it an effort to
stall the process.

                     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.


WASTE2ENERGY HOLDINGS: U.S. Trustee Wants Ch. 11 Case Converted
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada will convene
a hearing on Feb. 7, 2012, at 11:00 a.m., to consider the request
of Roberta A. DeAngelis, the U.S. Trustee for Region 3, to convert
the Chapter 11 case of  Waste2Energy Holdings, Inc.

The U.S. Trustee claims that since the date of the Chapter 11
trustee's appointment, there has been no activity on the court
docket.  There have been no retention applications filed, no First
Meeting of Creditors has been scheduled.  The Chapter 11
trustee has not filed a list of creditors or any schedules or
statement of financial affairs as required by Fed. R. Bankr. 1007.

The U.S. Trustee also asserts that the Chapter 11 trustee has
failed to file any MORs or pay the proper sum.

The Chapter 11 trustee is delinquent in the payment of Quarterly
Fees and there appears to be an eminent likelihood of a
substantial or continuing loss to or diminution of the estate
and the absence of a reasonable likelihood of rehabilitation.

The U.S. Trustee is represented by:

          Richard L. Schepacarter, Esq.
          United States Department of Justice
          Office of the United States Trustee
          J. Caleb Boggs Federal Building
          844 King Street, Room 2207
          Wilmington, DE 19801
          Tel: (302) 573-6491
          Fax: (302) 573-6497

                     About Waste2Energy Holdings

Greenville, S.C.-based Waste2Energy Holdings, Inc. (Pink Sheets:
WTEZ) -- http://www.waste2energy.com/-- is a "cleantech"
technology company that designs, builds, installs and sells waste
to energy plants that generate "Renewable Green Power" converting
biomass or other solid waste streams traditionally destined for
landfills into clean renewable energy.

The Company's balance sheet at June 30, 2010, showed $3.4 million
in total assets, $11.7 million in total liabilities, and a
stockholders' deficit of $8.3 million.

On Aug. 8, 2011, four creditors filed an involuntary Chapter 11
petition against Waste2Energy Holdings (Bankr. D. Del. Case No.
11-12504).  Judge Kevin J. Carey presides over the case.  The
petitioning creditors, allegedly owed $3.2 million in the
aggregate, are represented by Frederick B. Rosner, Esq., at The
Rosner Law Group, LLC.

On Sept. 21, 2011, the Court entered an order effectively
converting the case from an involuntary to voluntary chapter 11
proceeding.

On Oct. 4, 2011, Wayne P. Weitz was appointed Chapter 11 trustee.


WASTE2ENERGY HOLDINGS: Ch. Trustee Taps Cole Scholtz as Counsel
---------------------------------------------------------------
Wayne P. Weitz, Chapter 11 Trustee for Waste2Energy Holdings,
Inc., asks authorization from the U.S. Bankruptcy Court for the
District of Delaware to employ Cole, Schotz, Meisel, Forman &
Leonard, P.A., as bankruptcy counsel.

As Trustee's bankruptcy counsel, the firm, will among other
things:

   a) advise the Trustee with respect to his rights and
      duties as Chapter 11 Trustee;

   b) appear on behalf of the Trustee in proceedings and
      hearings in the Court to represent and protect the
      interests of the Trustee and the Debtor's estate;

   c) assist in the Trustee's investigation of the acts,
      conducts, assets, liabilities and financial
      condition of the Debtor and any other matters
      relevant to the case or the formulation and
      negotiation of a plan of reorganization or
      liquidation; and

   d) prepare on behalf of the Trustee any necessary
      motions, applications, orders, reports, responses,
      statements of investigation and other legal
      papers, along with the Debtor's schedules and
      statement of financial affairs.

Cole Schotz will charge for its legal services on an hourly basis
in accordance with its ordinary and customary hourly rates.  The
firm will also seek reimbursement of actual and necessary out-of-
pocket expenses.

The current rates of Cole Schotz members, associates and
paralegals are:

      Members and Special Counsel       $340 to $775 per hour
      Associates                        $210 to $425 per hour
      Paralegals                        $160 to $240 per hour

The current rates of Cole Schotz members, associates and
paralegals expected to perform significant work in the case are:

      Laurence May, Member              $700 per hour
      Jill B. Bienstock, Associate      $275 per hour
      Therese Scheuer, Associate        $285 per hour
      Pauline Ratkowiak, Paralegal      $230 per hour
      Frances Pisano, Paralegal         $240 per hour

The Chapter 11 Trustee believes that Cole Schotz does not hold any
interest adverse to any Debtor's estates and, while employed by
the Trustee, will not represent any person having an interest
adverse to any Debtor's estate.  The Trustee also believes that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                     About Waste2Energy Holdings

Greenville, S.C.-based Waste2Energy Holdings, Inc. (Pink Sheets:
WTEZ) -- http://www.waste2energy.com/-- is a "cleantech"
technology company that designs, builds, installs and sells waste
to energy plants that generate "Renewable Green Power" converting
biomass or other solid waste streams traditionally destined for
landfills into clean renewable energy.

The Company's balance sheet at June 30, 2010, showed $3.4 million
in total assets, $11.7 million in total liabilities, and a
stockholders' deficit of $8.3 million.

On Aug. 8, 2011, four creditors filed an involuntary Chapter 11
petition against Waste2Energy Holdings (Bankr. D. Del. Case No.
11-12504).  Judge Kevin J. Carey presides over the case.  The
petitioning creditors, allegedly owed $3.2 million in the
aggregate, are represented by Frederick B. Rosner, Esq., at The
Rosner Law Group, LLC.

On Sept. 21, 2011, the Court entered an order effectively
converting the case from an involuntary to voluntary chapter 11
proceeding.

On Oct. 4, 2011, Wayne P. Weitz was appointed Chapter 11 trustee.


WASTE2ENERGY HOLDINGS: Trustee Taps GlassRatner as Fin'l Advisor
----------------------------------------------------------------
Wayne P. Weitz, Chapter 11 Trustee for Waste2Energy Holdings,
Inc., asks authorization from the U.S. Bankruptcy Court for the
District of Delaware to retain GlassRatner Advisory & Capital
Group LLC as his financial advisor.

Upon retention, the firm will, among other things:

   a) advise the Trustee with respect to his rights and duties
      as a chapter 11 trustee;

   b) analyze and negotiate terms of debtor-in-possession
      financing and related documents;

   c) assist in the Trustee's investigation of the acts,
      conduct, assets, liabilities and financial condition
      of the Debtor and any other matters relevant to  the
      case or the formulation and negotiation of a plan of
      reorganization or liquidation;

   d) coordinate the sale of assets pursuant to section 363
      of the Bankruptcy Code; and

   e) prepare on behalf of the Trustee any necessary reports,
      and statements of investigation together with the
      Trustee's proposed counsel, Cole Schotz.

GlassRatner will charge for its legal services on an hourly basis
in accordance with its ordinary and customary hourly rates.  The
firm will also seek reimbursement of actual and necessary out-of-
pocket expenses.

The current rates of GlassRatner professionals and support staff
are:

      Principals                   $350 to $575 per hour
      Directors                    $240 to $425 per hour
      Managers, Staff and Admin    $95 to $295 per hour

The current rates of GlassRatner professionals and support staff
expected to perform significant work in the case are:

      Evan Blum                    $450 per hour
      Arnold Farber                $265 per hour
      Sean Allen                   $265 per hour
      Tess Wolf                    $195 per hour

GlassRatner was retained by the Trustee pursuant to an engagement
agreement executed on Dec. 15, 2011.

The Chapter 11 Trustee believes that GlassRatner does not hold any
interest adverse to any Debtor's estates and, while employed by
the Trustee, will not represent any person having an interest
adverse to any Debtor's estate.  The Trustee also believes that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                     About Waste2Energy Holdings

Greenville, S.C.-based Waste2Energy Holdings, Inc. (Pink Sheets:
WTEZ) -- http://www.waste2energy.com/-- is a "cleantech"
technology company that designs, builds, installs and sells waste
to energy plants that generate "Renewable Green Power" converting
biomass or other solid waste streams traditionally destined for
landfills into clean renewable energy.

The Company's balance sheet at June 30, 2010, showed $3.4 million
in total assets, $11.7 million in total liabilities, and a
stockholders' deficit of $8.3 million.

On Aug. 8, 2011, four creditors filed an involuntary Chapter 11
petition against Waste2Energy Holdings (Bankr. D. Del. Case No.
11-12504).  Judge Kevin J. Carey presides over the case.  The
petitioning creditors, allegedly owed $3.2 million in the
aggregate, are represented by Frederick B. Rosner, Esq., at The
Rosner Law Group, LLC.

On Sept. 21, 2011, the Court entered an order effectively
converting the case from an involuntary to voluntary chapter 11
proceeding.

On Oct. 4, 2011, Wayne P. Weitz was appointed Chapter 11 trustee.


WAVE SYSTEMS: Files Amendment No. 3 to Form S-3 Registration
------------------------------------------------------------
Wave Systems Corp. filed with the U.S. Securities and Exchange
Commission amendment no.3 to Form S-3 registration statement
relating to the sale, from time to time, of up to 5,267,374 shares
of Wave's Class A common stock, par value $0.01 per share, by
Amiti Ventures I LP, Brevan Howard Master Fund Limited, Elron
Electronic Industries Ltd, et al.  The shares of Class A common
stock were initially issued to the selling stockholders on
Sept. 22, 2011, in connection with Wave's acquisition of Safend
Ltd., a company formed under the laws of Israel, or Safend.

The selling stockholders may sell these securities on a continuous
or delayed basis directly, through agents, dealers or underwriters
as designated from time to time, or through a combination of these
methods.

The Company will not receive any proceeds from the sale of these
shares of Class A common stock by the selling stockholders.

Wave's Class A common stock is traded on the Nasdaq Capital Market
under the symbol "WAVX."  The last reported sale price of the
Company's Class A common stock on the Nasdaq Capital Market on
Jan. 17, 2012, was $2.35 per share.

A full-text copy of the amended prospectus is available at:

                        http://is.gd/Pq4UyT

                        About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

The Company reported a net loss of $4.12 million on $26.05 million
of total net revenues for the year ended Dec. 31, 2010, compared
with a net loss of $3.34 million on $18.88 million of total net
revenues during the prior year.

The Company also reported a net loss of $5.93 million on $25.10
million of total net revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $2.91 million on $19.01 million
of total net revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $27.53
million in total assets, $13.23 million in total liabilities and
$14.30 million in total stockholders' equity.

Due to the early stage nature of its market category, Wave is
unable to predict with a high enough level of certainty whether
enough revenue will be generated to fund its cash flow
requirements for the twelve-months ending Sept. 30, 2012.  Given
the uncertainty with respect to Wave's revenue forecast for the
twelve-months ending Sept. 30, 2012, Wave may be required to raise
additional capital through either equity or debt financing in
order to adequately fund its capital requirements for the twelve-
months ending Sept. 30, 2012.  As of Sept. 30, 2011, the Company
had approximately $6.9 million of cash on hand and positive
working capital of approximately $1.3 million.  Considering the
Company's current cash balance and Wave's projected operating cash
requirements, the Company projects that it will have enough liquid
assets to continue operating through Sept. 30, 2012.  However, due
to the Company's current cash position, its capital needs over the
next twelve months and beyond, the fact that it may require
additional financing and uncertainty as to whether it will achieve
its sales forecast for its products and services, substantial
doubt exists with respect to its ability to continue as a going
concern.

Wave's independent registered public accounting firm has issued a
report dated March 16, 2010, that includes an explanatory
paragraph referring to its significant operating losses and
substantial doubt about its ability to continue as a going
concern.


WESTERN ENERGY: S&P Assigns 'B+' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
corporate credit rating to Calgary, Alta.-based land driller
Western Energy Services Corp. The outlook is stable. At the same
time, Standard & Poor's assigned its 'B+' issue-level rating (the
same as the corporate credit rating on Western), and '3' recovery
rating, to the company's proposed C$125 million senior unsecured
notes due 2019. A '3' recovery rating indicates S&P's expectation
of meaningful (50%-70%) recovery in the event of default.

"If the company increases the notes offering to C$150 million, we
will not change the issue rating but will revise the recovery
rating to '4', indicating our expectation of average (30%-50%)
recovery," S&P said.

"Western plans to use proceeds of the notes to repay borrowings
under the revolver. We do not rate the company's C$150 million
revolving credit facility," S&P said.

"The ratings on Western reflect our view of the company's weak
business risk profile and aggressive financial risk profile," said
Standard & Poor's credit analyst Aniki Saha-Yannopoulos. "Our
assessment of Western's business risk profile hinges on the
company's position as a land driller subject to the high degree of
demand cyclicality and price volatility inherent in the market for
oilfield services, especially drilling. The weak business risk
profile also reflects what we believe to be the industry's highly
competitive nature as well as Western's small fleet size, limited
geographic diversity, and financial leverage. The business risk
profile also takes into account our view of the company's strong
fleet quality and its long-term contracts."

"In addition, the ratings reflect our expectations that Western
will have debt leverage of about 1.7x; pro forma the acquisition
of Stoneham Drilling Corp. and including Stoneham's 2011 EBITDA,
debt leverage will be 1.3x. We expect metrics to improve through
2012. Specifically, we expect Western to continue benefiting from
near-term strong demand for its land rigs due to a combination
of increased horizontal drilling as well as exploration and
production companies' increased capital budgets," S&P said.

"Western had started operating land rigs in 2010, and we base our
analysis on the assumption that the company will integrate
Stoneham successfully. Western has 43 rigs, and is building a four
new rigs, all of which are already contracted for. The average age
of the company's consolidated fleet is six years, and almost all
the assets are capable of horizontal drilling. As an indication of
its asset quality, both Stoneham and Western's assets also had
higher utilization compared with the Canadian fleet's average
utilization (as reported by the Canadian Association of Oilwell
Drilling Contractors)," S&P said.

"The stable outlook reflects Standard & Poor's expectations that
Western's adjusted debt-to-EBITDA will remain below 1.5x through
2012. Strong industry conditions should continue to improve the
company's operating cash flow and EBITDA margins such that
adjusted debt-to-EBITDA will improve below its current measures.
Nevertheless, we could take a negative rating action if debt-to-
EBITDA increases above 3x, which could occur as a result of poor
integration, significantly weaker market fundamentals, or through
aggressively financed growth initiatives. We do not expect a
positive rating action in the next 12 months, as the company's
asset base and narrow geographic diversity limits the ratings,"
S&P said.


WYSTERIA LLC: Seeks to Employ Joel K. Belway as Counsel
-------------------------------------------------------
Wysteria, LLC, seeks permission from the U.S. Bankruptcy
Court for the Northern District of California to employ Joel K.
Belway of The Law Office of Joel K. Belway Professional
Corporation as its counsel.

Mr. Belway's scope of the services will include all services
necessary to represent the Debtor as a debtor in possession in the
Chapter 11 case.

Debtor's manager, Steve Kendrick, paid Mr. Belway a retainer of
$22,000 on November 18, 2011 for representation of Debtor.
Mr. Belway's current hourly billing rate is $400.

The Debtor assures the Court that Mr. Belway does not presently
represent any other person or entity in connection with the
Chapter 11 case and does not have any interest adverse to the
Debtor.

Wysteria, LLC, filed for Chapter 11 bankruptcy (Bankr. N.D. Calif.
Case No. 11-34171) on Nov. 18, 2011.  The Company estimated assets
of $10 million to $50 million and estimated debts of $10 million
to $50 million.  The petition was signed by Stephen H. Kendrick,
as manager.  Judge Dennis Montali presides the case.  The Debtor
is represented by Joel K. Belway, Esq., at the Law Offices of Joel
K. Belway.


Z TRIM HOLDINGS: Holders Convert 21,800 Preferred Shares
--------------------------------------------------------
Holders of Z Trim Holdings, Inc., Series I 8% Convertible
Preferred Stock, between Dec. 22, 2011, and Jan. 15, 2012, elected
to convert an aggregate of 21,800 shares of the Company's Series I
Preferred Stock, plus accrued but unpaid dividends of $17,440 on
such shares of Series I Preferred Stock, into an aggregate of
126,440 shares of the Company's common stock, par value $0.00005
per share, pursuant to the terms of the Statement of Resolution
Establishing the Series I Preferred Stock.  For each converted
share of Series I Preferred Stock, the holder thereof was entitled
to receive such number of shares of Common Stock as determined by
dividing (x) the Original Series I Issue Price of $5.00 per share
plus the amount represented by accrued but unpaid dividends on
such share by (y) the Conversion Price of $1.00 applicable to such
share.

Between Dec. 22, 2011, and Jan. 15, 2012, the Company also
received notice from debt holders electing to convert $1,784,000
of principal balance on outstanding convertible notes, plus
$285,440 of interest accrued thereon, into 2,069,440 shares of the
Company's Common Stock.  This is equivalent to a conversion price
of $1.00 per share of Common Stock.  In connection with the shares
of Common Stock issued as a result of the foregoing conversion of
Notes, 1,508,000 shares were issued to the Company's largest
shareholder, Brightline Ventures I, LLC, in exchange for the
conversion of $1,300,000 in principal balance on Notes it held,
plus $208,000 of interest accrued thereon.

The shares of Common Stock issued as part of the conversion of the
Series I Preferred Stock and Notes are being issued pursuant to
the effective registration statement on Form S-1.

                           About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

The Company reported a net loss of $10.91 million on $903,780 in
total revenues for the year ended Dec. 31, 2010, compared with a
net loss of $12.21 million on $559,910 of revenue during the prior
year.

The Company's balance sheet at June 30, 2011, showed $6.50 million
in total assets, $16.09 million in total liabilities, $1.52
million in total commitment and contingencies, and a $11.11
million total stockholders' deficit.

As reported in the Troubled Company Reporter on April 12, 2010,
M&K, CPAs, PLLC, in Houston, expressed substantial doubt about the
Company's ability to continue as a going concern, following its
2009 results.  The independent auditors noted that the Company has
suffered recurring losses from operations and requires additional
financing to continue in operation.

The Company said that for the year ended Dec. 31, 2009, it did not
have enough cash on hand to meet its current liabilities or to
fund on-going operations beyond one year.  As a result, the report
of independent registered public accounting firm included an
explanatory paragraph in respect to the substantial doubt of the
Company's ability to continue as a going concern.

The Company's cash on hand as of Dec. 31, 2010 is $2,327,013.
Since June 2010, the Company brought in $8,170,988 in funds
through the sale of Preferred Stock, and our investors converted
approximately $8,100,000 of convertible debt into common stock.
In addition to the fundraising efforts, the Company intends to
make capital expenditures necessary to increase its capacity and
to reduce its cost per pound.  Due to the expected increase in
production capacity, the Company anticipates its sales for fiscal
year ended Dec. 31, 2011 will approximately double those of fiscal
year ended Dec. 31, 2010.

Although the Company has recurring operating losses and negative
cash flows from operating activities, the Company has positive
working capital and believe it has enough cash on hand to satisfy
current obligations.  If the Company is unsuccessful in its plans
to increase revenue and capacity, the impact may have a material
impairment on its ability to continue as a going concern.


* It's Vulture Against Vulture as Icahn Buys LightSquared Debt
--------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Philip Falcone,
one of Wall Street's most prominent distressed-debt investors, has
just received a dose of his own medicine from a veteran in the
field, Carl Icahn.


* Abu Dhabi Targets AIM Listing for its Qannas Fund
---------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Abu Dhabi Capital
Management, an alternative investment management firm focusing on
the Gulf region, is set to float Qannas, its latest fund, on
London's Alternative Investment Market as part of a capital-
raising program.


* BOND PRICING -- For Week From Jan. 9 to 13, 2012
--------------------------------------------------

  Company           Coupon  Maturity   Bid Price
  -------           ------  --------   ---------
ACARS-GM             8.100  6/15/2024     1.000
AGY HOLDING COR     11.000 11/15/2014    25.900
AHERN RENTALS        9.250  8/15/2013    26.270
ALION SCIENCE       10.250   2/1/2015    49.800
AM AIRLN PT TRST     7.379  5/23/2016    17.250
AM AIRLN PT TRST     7.377  5/23/2019    18.500
AM AIRLN PT TRST     9.730  9/29/2014    23.750
AM AIRLN PT TRST    10.180   1/2/2013    56.000
AMBAC INC            9.375   8/1/2011    10.000
AMBAC INC            9.500  2/15/2021    10.000
AMBAC INC            7.500   5/1/2023    10.001
AMBAC INC            5.950  12/5/2035    13.250
AMERICAN ORIENT      5.000  7/15/2015    46.390
AMR CORP            10.125   6/1/2021    15.500
AMR CORP            10.550  3/12/2021    18.250
AMR CORP            10.290   3/8/2021    19.100
AMR CORP            10.150  5/15/2020    20.000
AMR CORP            10.200  3/15/2020    20.770
AMR CORP             9.750  8/15/2021    21.000
AMR CORP             9.800  10/1/2021    21.100
AMR CORP            10.000  4/15/2021    21.218
AMR CORP             9.880  6/15/2020    21.715
AMR CORP             9.000   8/1/2012    23.500
AMR CORP             6.250 10/15/2014    23.550
AQUILEX HOLDINGS    11.125 12/15/2016    41.500
BANKUNITED FINL      3.125   3/1/2034     4.915
BLOCKBUSTER INC     11.750  10/1/2014     1.625
BON-TON DEPT STR    10.250  3/15/2014    53.000
BON-TON DEPT STR    10.250  3/15/2014    54.125
CALIF BAPTIST        7.600 11/15/2012    20.000
CALIF BAPTIST        7.900 11/15/2017    20.000
CIRCUS & ELDORAD    10.125   3/1/2012    76.250
CIT-CALL01/12        7.000   5/1/2015    99.944
DELTA PETROLEUM      3.750   5/1/2037    70.000
DIRECTBUY HLDG      12.000   2/1/2017    21.625
DIRECTBUY HLDG      12.000   2/1/2017    29.000
DUNE ENERGY INC     10.500   6/1/2012    90.260
DYNEGY HLDGS INC     8.750  2/15/2012    61.550
EASTMAN KODAK CO     7.000   4/1/2017    27.000
EASTMAN KODAK CO     9.950   7/1/2018    27.000
EASTMAN KODAK CO     7.250 11/15/2013    30.750
EDDIE BAUER HLDG     5.250   4/1/2014     6.750
ENERGY CONVERS       3.000  6/15/2013    39.500
EVERGREEN SOLAR      4.000  7/15/2020     0.250
EVERGREEN SOLAR     13.000  4/15/2015    45.000
FAIRPOINT COMMUN    13.125   4/2/2018     4.950
FIBERTOWER CORP      9.000 11/15/2012     9.375
GLOBALSTAR INC       5.750   4/1/2028    45.000
GMX RESOURCES        5.000   2/1/2013    58.000
GMX RESOURCES        5.000   2/1/2013    65.250
GREAT ATLA & PAC     5.125  6/15/2011     2.000
HAWKER BEECHCRAF     9.750   4/1/2017    12.550
HAWKER BEECHCRAF     8.500   4/1/2015    20.440
HUTCHINSON TECH      3.250  1/15/2026    62.000
JPMORGAN CHASE       4.500  1/15/2012   100.043
KELLWOOD CO          7.625 10/15/2017    21.150
LEHMAN BROS HLDG     5.000  1/22/2013    23.143
LEHMAN BROS HLDG     5.100  1/28/2013    24.000
LEHMAN BROS HLDG     5.000   8/3/2014    24.000
LEHMAN BROS HLDG     7.000  6/26/2015    24.000
LEHMAN BROS HLDG     5.000   8/5/2015    24.000
LEHMAN BROS HLDG     7.000 12/18/2015    24.000
LEHMAN BROS HLDG     6.000  2/12/2018    24.000
LEHMAN BROS HLDG     5.000  2/11/2013    24.350
LEHMAN BROS HLDG    11.000  7/18/2022    24.500
LEHMAN BROS HLDG     9.500 12/28/2022    24.500
LEHMAN BROS HLDG     9.500  1/30/2023    24.500
LEHMAN BROS HLDG     9.500  2/27/2023    24.825
LEHMAN BROS HLDG     5.875 11/15/2017    24.880
LEHMAN BROS HLDG     4.700   3/6/2013    25.000
LEHMAN BROS HLDG    10.000  3/13/2023    25.000
LEHMAN BROS HLDG    10.375  5/24/2024    25.000
LEHMAN BROS HLDG     5.000  3/27/2013    25.125
LEHMAN BROS HLDG     5.150   2/4/2015    25.125
LEHMAN BROS HLDG    11.000  3/17/2028    25.250
LEHMAN BROS HLDG    11.500  9/26/2022    25.300
LEHMAN BROS HLDG     5.750  5/17/2013    25.416
LEHMAN BROS HLDG     8.500   8/1/2015    25.500
LEHMAN BROS HLDG     5.500   4/4/2016    25.500
LEHMAN BROS HLDG     5.250  2/11/2015    25.550
LEHMAN BROS HLDG     8.800   3/1/2015    25.625
LEHMAN BROS HLDG     4.800  3/13/2014    25.700
LEHMAN BROS HLDG    11.000  6/22/2022    25.750
LEHMAN BROS HLDG     5.625  1/24/2013    26.000
LEHMAN BROS HLDG     6.000  7/19/2012    26.130
LEHMAN BROS HLDG     6.200  9/26/2014    27.000
LOCAL INSIGHT       11.000  12/1/2017     0.501
MANNKIND CORP        3.750 12/15/2013    53.000
MF GLOBAL LTD        9.000  6/20/2038    34.000
MOHEGAN TRIBAL       7.125  8/15/2014    57.500
MOHEGAN TRIBAL       8.000   4/1/2012    86.000
PENSON WORLDWIDE     8.000   6/1/2014    39.816
PMI GROUP INC        6.000  9/15/2016    21.500
RADIAN GROUP         5.625  2/15/2013    70.875
REAL MEX RESTAUR    14.000   1/1/2013    50.125
REDDY ICE CORP      13.250  11/1/2015    39.250
RESIDENTIAL CAP      8.500  4/17/2013    67.125
RESIDENTIAL CAP      8.500   6/1/2012    87.875
TEXAS COMP/TCEH     10.250  11/1/2015    26.250
TEXAS COMP/TCEH     10.250  11/1/2015    28.000
TEXAS COMP/TCEH     10.250  11/1/2015    31.100
THORNBURG MTG        8.000  5/15/2013     8.000
TIMES MIRROR CO      7.250   3/1/2013    36.250
TITAN INTL INC       8.000  1/15/2012    99.750
TOUSA INC            9.000   7/1/2010    12.967
TOUSA INC            9.000   7/1/2010    12.967
TRAVELPORT LLC      11.875   9/1/2016    28.875
TRAVELPORT LLC      11.875   9/1/2016    31.000
TRICO MARINE         3.000  1/15/2027     1.000
TVL-CALL01/12        6.500  5/15/2013   100.250
VERSO PAPER         11.375   8/1/2016    41.500
WILLIAM LYON INC    10.750   4/1/2013    26.500
WILLIAM LYON INC     7.500  2/15/2014    26.583
WILLIAM LYONS        7.625 12/15/2012    25.902
YELLOW CORP          5.000   8/8/2023    19.500



                           *********

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.

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On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
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Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
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
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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-
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***