TCR_Public/120131.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, January 31, 2012, Vol. 16, No. 30

                            Headlines

1555 WABASH: Can Use Cash Collateral Through Jan. 31
237 EAST ONTARIO: Files Schedules of Assets & Liabilities
237 EAST ONTARIO: Court Orders Filing of Ch. 11 Plan by April 9
237 EAST ONTARIO: Can Hire Neal Wolf as Restructuring Counsel
3900 BISCAYNE: Can Use BB&T Cash Collateral Up to Feb. 21

400 BLAIR: Asks Court to Reinstate Stay on SBMS Foreclosure Sale
505 WEST: Case Summary & Largest Unsecured Creditor
ADAMS COUNTY: Moody's Affirms 'Ba1' General Obligation Rating
ADOBE TRUCKING: U.S. Trustee Wants Case Converted to Chapter 7
AES ENERGY: Has Yet to Find Buyer for Facilities

ALC HOLDINGS: Has Court OK to Employ Melanie B. Cox as Interim CEO
ALLY FINANCIAL: Moody's Assigns B2 Rating to Subordinated Debt
AMERCABLE INC: S&P Puts 'B-' Corporate Rating on Watch Negative
AMERICAN REALTY: Files for Chapter 11 Las Vegas
AMERICAN REALTY: Voluntary Chapter 11 Case Summary

ATRINSIC INC: Earns $615,000 from Sale of Subscription Business
ATTACHMATE CORP: S&P Affirms 'BB-' Rating on $300-Mil. Term Loan
AURORA USA: Moody's Assigns 'B3' Corporate Family Rating
BANKEAST: Closed; U.S. Bank NA Assumes All Deposits
BATAVIA NURSING: Bankruptcy Trustee Pays Employees

BEACON POWER: Creditors' Panel Can Hire Blank Rome as Counsel
BEAR VALLEY: Court Dismisses Chapter 11 Case
BEAU VIEW: Files for Chapter 11 in Gulfport, Mississippi
BEAU VIEW: Voluntary Chapter 11 Case Summary
BELTWAY ONE: Wants to Hire Keith Harper as Valuation Expert

BERNARD L. MADOFF: New York Mets Owners Seek Dismissal of Lawsuit
BEYOND OBLIVION: Eyeing Sale of Intellectual Property Assets
BILLMYPARENTS INC: Joseph Proto Named to Board of Directors
BLUE WILLOW: Sells Assets to Donald Poss for $930,000
BONDS.COM GROUP: Engages EisnerAmper as Accountants

BOZEL S.A.: Pick & Zabicki Approved as Creditors Committee Counsel
CABI SMA: Brickell Central Wants $700,000 DIP Loan Denied
CAESARS ENTERTAINMENT: Amends Form S-1 Registration Statement
CAESARS ENTERTAINMENT: Bank Debt Trades at 16% Off
CARPENTER CONTRACTORS: Disclosures Hearing Adjourned Until Feb. 13

CALYPTE BIOMEDICAL: Incurs $242,000 Net Loss in Third Quarter
CENTURION PROPERTIES: Inks Deal Dismissing Centrum Parties' Claims
CIENA CORP: S&P Affirms 'B' Corporate Rating; Outlook Negative
CITIZENS REPUBLIC: Reports $18.2 Million Net Income in Q4
CLAIRE'S STORES: Bank Debt Trades at 9% Off in Secondary Market

CLARE AT WATER: Files Amended Schedules of Assets and Liabilities
CLEAN BURN: Plan Outline Hearing Scheduled for March 6
CLEAN TRANSPORTATION: Has $191,542 Restated Loss in Q2 2011
CLEARWIRE CORP: Completes $300-Mil. Senior Secured Notes Offering
CONGRESS BUILDING: Voluntary Chapter 11 Case Summary

COYOTES HOCKEY: NHL's Asking Price Blamed for Sale Delay
CRYSTALLEX INTERNATIONAL: Ontario Court Extends Stay to March 23
CUI GLOBAL: Common Stock to Trade on NASDAQ Stock Market
CUSHING MANUFACTURING: Files for Chapter 11 Bankruptcy Protection
DAVID'S BRIDAL: S&P Affirms 'B' Corporate Credit Rating

DEEP DOWN: Goldman Capital Discloses 6.5% Equity Stake
DENNY'S CORP: Wells Fargo Discloses 7.4% Equity Stake
DEX MEDIA EAST: Bank Debt Trades at 54% Off in Secondary Market
DEX MEDIA WEST: Bank Debt Trades at 44% Off in Secondary Market
DRINKS AMERICAS: Issues 9.9 Million Common Shares to Worldwide

DYNEGY INC: Court Sets Feb. 24, 2012 Claims Bar Date
DYNEGY INC: Committee Wins OK to Hire Blackstone as Advisor
DYNEGY INC: Examiner Proposes Quinn Emanuel as Counsel
DYNEGY INC: Examiner Proposes Zolfo Cooper as Advisor
EAGLE CROSSROADS: Asks Court to Dismiss Chapter 11 Case

EASTMAN KODAK: Taps Hires Kekst and Co. as Communications Advisor
EASTMAN KODAK: Eastman Business Park May Be Sold in Bankruptcy
EASTMAN KODAK: Business as Usual for Kodak UK
ELECTRICAL COMPONENTS: Moody's Affirms B2 Corporate Family Rating
ELECTRICAL COMPONENTS: S&P Puts 'B' Credit Rating on Watch Neg.

EMPRESAS BASTARD: Wants U.S. Trustee's Dismissal Bid Denied
ENER1 INC: Alex Sorokin to Receive $75,000 Monthly Salary as CEO
ENER1 INC: Wants to Hire Reed Smith as General Counsel
EPICEPT CORP: Receives Finalized FDA Guidance for AmiKet
EPICEPT CORP: Engages SunTrust to Explore Potential Sale

FAIR MARKET: Sec. 341 Meeting Set for Feb. 21
FENTON SUB: Disclosure Statement Hearing Set for Feb. 29
FENTON SUB: Court Approves Use of Cash Collateral on Final Basis
FILENE'S BASEMENT: Judge Denies Request to Disband Committee
FIRST GUARANTY: Closed; CenterState Bank Assumes All Deposits

FIRST FOLIAGE: Court Converts Case to Chapter 7
FIRSTPLUS FINANCIAL: Judge Puts Bankruptcy Case on Hold
FRANNCY HOLDINGS: Agrees to Dismiss Chapter 11 Case
FRONTIER COMMUNICATIONS: S&P Affirms 'BB' Corp. Credit Rating
GATEHOUSE MEDIA: Bank Debt Trades at 74% Off in Secondary Market

GENESYS GROUP: Moody's Revises Sr. Secured Debt Rating to 'B1'
GENTIVA HEALTH: S&P Keeps 'B-' Corporate Rating on Watch Negative
GRAND RIVER: Court Approves Winegard Haley as Special Counsel
GRUBB & ELLIS: Zazove Discloses 7.1% Equity Stake
GSW HOLDINGS: Hires Special Counsel for BP Oil Spill Matters

HAWKER BEECHCRAFT: Bank Debt Trades at 23% Off
HEIDTMAN MINING: Asks Court to Dismiss Chapter 11 Case
HENRY COUNTY: First State Bank Closed by Regulators
HORIZON LINES: Resolves Record-Keeping Incident with DOJ
HUDSON HEALTHCARE: Files 1st Amended Liquidating Plan

HUPAH HOLDINGS: S&P Assigns 'B' Corporate Credit Rating
INDALEX LTD: June 5 Hearing Date Set for Deemed Trust Appeal
INTEGRATED BIOPHARMA: Imperium Forbearance Expired on Jan. 27
INVESTORS LENDING: Committee Hires McCallar as Attorney
IPC SYSTEMS: Moody's Affirms 'B3' Corporate Family Rating

JAMES RIVER: Amends Bylaws to Revise Director Nominations
JESCO CONSTRUCTION: Sec. 341 Creditors' Meeting Set for Feb. 17
JLH ENTERPRISES: Files for Chapter 11 Bankruptcy Protection
KENTUCKIANA MEDICAL: Town to Review Refinancing Plan
KINGSBURY CORP: Sells Assets to Optimation for $2.6 Million

KV PHARMACEUTICAL: Kingdon Capital Holds 7% of Class A Shares
LAMAR MEDIA: Moody's Assigns 'B1' Rating to $400-Mil. Sr. Notes
LAMAR MEDIA: S&P Upgrades Corporate Credit Rating to 'BB-'
LAST MILE: Committee Can Retain Halperin Battaglia as Counsel
LAST MILE: Taps Griffin as Investment Banker and Financial Advisor

LAST MILE: Can Continue Using Manufacturers and Traders Cash
LOS ANGELES DODGERS: Lease Decision Period Extended to April 30
LOS ANGELES DODGERS: Can Employ Covington as Special Counsel
MARSICO HOLDINGS: Bank Debt Trades at 65% Off in Secondary Market
MC2 CAPITAL: Court OKs MacConaghy & Barnier as Bankruptcy Counsel

MEDIA GENERAL: Incurs $3.3 Million Net Loss in Fourth Quarter
MEDIA GENERAL: Royce & Associates Owns 4.8% of Class A Shares
MEDICURE INC: Reports C$1 Million Net Income in Q2 2012
MERCEDES HOMES: Ends Operations After Getting Deals for New Homes
MERIDIAN SHOPPING: Sec. 341 Creditors' Meeting Set for Feb. 22

MERIDIAN SHOPPING: Status Conference Set for March 1
METRO-GOLDWYN-MAYER: S&P Raises Corporate Credit Rating to 'B'
MF GLOBAL: Missing $1.2 Billion May No Longer Be Recoverable
MICROTHIN.COM INC: Case Summary & 14 Largest Unsecured Creditors
MIDWEST ENVIRONMENTAL: Case Summary & 10 Largest Unsec. Creditors

MIL 509: Case Summary & 9 Largest Unsecured Creditors
MOHEGAN TRIBAL: Files Mohegan Sun Statistical Report
MONEYGRAM INT'L: David Brown Appointed SVP and CAO
MOONLIGHT BASIN: Emerges From Bankruptcy; Now Owned by Lehman
MOORE SORRENTO: Has Fifth Interim Authority to Use Cash Collateral

MORGANS HOTEL: MFS Discloses 5.7% Equity Stake
MORRIER RANCH: Sec. 341(a) Creditors' Meeting Set for March 8
MOUNTAIN VIEW: Case Summary & 10 Largest Unsecured Creditors
MT. JORDAN: Emerges from Bankruptcy
NATURA WORLD: Seeks U.S. Recognition of BIA Case in Canada

NATURA WORLD: Chapter 15 Case Summary
NEBRASKA BOOK: Closes Seven Off-Campus Bookstore
NORTHBAY ENTERPRISES: Case Summary & 12 Largest Unsec Creditors
ONCOLOGY ASSOCIATES: Voluntary Chapter 11 Case Summary
OPEN SOLUTIONS: Bank Debt Trades at 10% Off in Secondary Market

OPPENHEIMER PARTNERS: Cash Collateral Hearing Continued to March 6
OPPENHEIMER PARTNERS: U.S. Trustee Unable to Form Committee
OPPENHEIMER PARTNERS: Court OKs Gordon Silver as Counsel
OVERLAND STORAGE: Amends 5 Million Common Shares Offering
OVERLAND PARK: Fitch Affirms 'BB' Rating on $65.7MM Rev. Bonds

PACIFIC DEVELOPMENT: Asks Court to Decide on Properties' Value
PATRIOT BANK: Closed; First Resource Bank Assumes All Deposits
PATRIOT NATIONAL: To Offer 3-Mil. Shares Under 2012 Stock Plan
PELICAN ISLES: Has Access to CDT Cash Collateral Until Feb. 28
PENINSULA HOSPITAL: Can Hire Alvarez & Marsal as Financial Advisor

PENINSULA HOSPITAL: Can Access 1199 Funds' Cash Until Jan. 31
PENINSULA HOSPITAL: Examiner Taps Certilman Balin as Counsel
PENINSULA HOSPITAL: Examiner Taps EisnerAmper LLP as Accountant
PENINSULA HOSPITAL: Examiner Taps Giambalvo Stalzer as Accountant
PETRA FUND: Files Schedules of Assets and Liabilities

PHIBRO ANIMAL: S&P Affirms 'B-' Corporate Credit Rating
PINNACLE AIRLINES: Obtains Pact to Defer Payment of $16-Mil. Debt
POTOMAC SUPPLY: Seeks to Use Regions Bank Cash Collateral
PROFESSIONAL VET: Ends Duty to File Reports Under Exchange Act
PWPB LLC: Case Summary & 2 Largest Unsecured Creditors

R.E. LOANS: Court Extends Plan Filing Period Until Feb. 1
READER'S DIGEST: S&P Affirms 'CCC+' Rating; Outlook Negative
REALOGY CORP: Prices Offerings of Two Senior Secured Notes
REALOGY CORP: Moody's Affirms 'Caa2' Corporate Family Rating
REPUBLIC MORTGAGE: S&P Cuts Financial Strength Rating to 'R'

RIVER ROCK: Suspending Filing of Reports with SEC
ROOMSTORE INC: Can Hire FTI Consulting as Financial Advisors
ROOMSTORE INC: Wants to Employ Kaplan & Frank as Local Counsel
ROOMSTORE INC: Wants American Legal as Notice & Claims Agent
ROOMSTORE INC: Committee Wants Hunton & Williams as Counsel

ROOMSTORE INC: Panel Wants Alvarez & Marsal as Financial Advisors
RYLAND GROUP: Posts $812,000 Net Income in Fourth Quarter
SAVANNAH INTERESTS: Files Schedules of Assets and Liabilities
SAVANNAH INTERESTS: Court OKs Morris Manning as General Counsel
SCI REAL ESTATE: Hires Thompson & Knight as Special Counsel

SEA TRAIL: Court Okays Hiring of McIntyre Paradis as Accountants
SEA TRAIL: Can Hire The Finley Group as Financial Consultant
SEARCHMEDIA HOLDINGS: Partially Settles Dispute with CSV, Et Al.
SEARS HOLDINGS: Robert Riecker Elected as VP, Controller and CAO
SECURITY NATIONAL: Files Schedules of Assets & Liabilities

SECURITY NATIONAL: Can Access Cash Collateral Until Feb. 10
SEQUENOM INC: Files Infringement Lawsuits Against Aria and Natera
SHUANEY IRREVOCABLE: U.S. Trustee Won't Appoint Creditor's Panel
SMITH CREEK: U.S. Trustee Fails to Appoint Creditor's Committee
STOCKDALE TOWER: U.S. Trustee Fails To Appoint Creditor's Panel

SUDDENLY BEAUTIFUL: Feb. 8 Status Hearing Set in Involuntary Case
SWEET PETROLEUM: Case Summary & 6 Largest Unsecured Creditors
TARGA RESOURCE: Moody's Assigns 'Ba3' Rating to New Senior Notes
TARGA RESOURCES: S&P Assigns 'BB' Rating on $400-Mil. Sr. Notes
TENN COMMERCE BANK: Closed; Republic B&T Assumes All Deposits

TOWN CENTER AT DORAL: Judge Allows CDD to File Rival Plan
TRAVELPORT INC: Bank Debt Trades at 17% Off in Secondary Market
TRAVELPORT INC: Bank Debt Trades at 14% Off in Secondary Market
TRIBUNE CO: MDL Panel Consolidates 44 Shareholders Suits
TRIBUNE CO: Deutsche Bank Wants Lift Stay on Fraud Suits

TRIBUNE CO: Chicago Tribune Offers Employee Voluntary Buyouts
TXU CORP: Bank Debt Trades at 35% Off in Secondary Market
TRIBUNE CO: Bank Debt Trades at 36% Off in Secondary Market
TRIUS THERAPEUTICS: Offering 8.6MM Common Shares at $5.25 Apiece
TRONOX INC: Moody's Assigns 'Ba3' Corporate Family Rating

TRONOX INC: S&P Assigns Prelim. 'BB' Corporate Credit Rating
UNISYS CORP: Joseph Harrosh Ceases to Hold 5% Equity Stake
VAN HUNTER: Files Red-Lined Third Amended Plan of Liquidation
VILLA D'ESTE: Member Wants Court to Deny Case Dismissal Plea
VILLAGE AT PENN: Files Schedules of Assets and Liabilities

VILLAGE GROUP: Voluntary Chapter 11 Case Summary
WATERFORD GAMING: Moody's Says Caa3 CFR Not Hit by Change Offer
WILCOX EMBARCADERO: Files Chapter 11 Petition in Oakland
WILCOX EMBARCADERO: Case Summary & 19 Largest Unsecured Creditors
WINDRUSH SCHOOL: Asks Court to Dismiss its Chapter 11 Case

WORLD SURVEILLANCE: Issues 6.2-Mil. Common Shares to Brio Capital
W.R. GRACE: NJ Court Dismisses Claims vs. Integrity Insurance
W.R. GRACE: Libby Site Waterways Still Contaminated
W.R. GRACE: Former Martin Marietta Exec. Joins Board
ZAIS INVESTMENT: Hildene Capital Withdraws Reorganization Plan

* Distressed Investors Get Creative as Default Rate Remains Low

* Large Companies With Insolvent Balance Sheets



                            *********

1555 WABASH: Can Use Cash Collateral Through Jan. 31
----------------------------------------------------
Judge Jacqueline Cox of the U.S. Bankruptcy Court for the Northern
District of Illinois authorized 1555 Wabash LLC to use cash
collateral through Jan. 31, 2012, in accordance with a budget.
However, the Debtor is barred from paying any affiliate or insider
of the Debtor.

The Lenders are granted valid, perfected, enforceable security
interests in and to Debtor's post-petition assets, but only to the
extent of any diminution in the value of assets.

A copy of the cash collateral order is available for free at:

    http://bankrupt.com/misc/1555WABASH_cashcoll_intorder.pdf

As reported in the Troubled Company Reporter on Jan. 10, 2012,
1555 Wabash LLC has sought Court authority to use certain cash and
cash equivalents that allegedly serve as collateral for claims
asserted against the Debtor and its property by AMT CADC Venture
LLC as senior lender, and Weyerhauser Realty Investors as junior
lender.  A full-text copy of Wabash's proposed 4-month budget
through April 2012 is available at http://is.gd/wWxrWI

1555 Wabash LLC owns and operates a 14-story mixed use building
located at 1555 South Wabash, in Chicago, Illinois.  The property
is comprised of 176 residential units plus 11,000 square feet of
commercial space located on the first floor of the building.  The
property was originally developed as condominium units to be sold
at designated sale prices to qualified buyers.  Construction
was generally completed as of the middle of 2009.  Only 36 of the
100 sale contracts closed.  As of the Petition Date, the Debtor is
leasing 115 of the remaining 140 residential apartment units --
roughly 82% -- to qualified tenants, while the commercial space is
presently vacant.

The cash collateral issues in the Chapter 11 case relate to the
rents generated at the Property and the funds on deposit in
accounts maintained by the Debtor.  The Senior Lender asserts a
first position mortgage lien and claim against the Property which
purportedly secures a senior mortgage debt of $42,126,967.  In
addition to its mortgage lien on the Property, the Senior Lender
asserts a security interest in and lien upon the rents being
generated at the Property.  The Junior Lender asserts a mortgage
lien and claim against the Property which secures a second
subordinate mortgage debt of $7,492,743.  In addition to its
mortgage lien on the Property, the Junior Lender asserts a
security interest in and lien upon the rents being generated at
the Property.

The Debtor said it needs access to cash collateral to continue to
operate its business and manage its financial affairs and
effectuate an effective reorganization.

According to papers filed by the Debtor in court, the original
mortgage lender was seized by regulators with all loans (including
the Debtor's loan) and related assets being acquired by and
transferred to the Senior Lender.  The Debtor attempted to
negotiate a re-setting of the required sale prices for the
condominium units so as to reflect realistic values for such
condominium units in light of the economic downturn.  Both the
regulators and, then, the Senior Lender refused to adjust these
sale prices.  As a result, the Debtor has been unable to sell the
condominium units (as the sale prices are grossly in excess of
that justified in the marketplace) and has turned to renting the
unsold condominiums as apartment units.

The Debtor's operational and profitability problems are
principally due to the general economic problems facing the
country over the last several years (particularly in real estate).
Despite these issues, the Debtor said it generates substantial
rental income at the Property that will serve as the basis for the
formulation and implementation of an exit strategy from the
Chapter 11 case.

In partial response to an action brought by the Debtor against its
prior mortgage lender and other mechanics lien creditors in the
Circuit Court of Cook County, Illinois, the Senior Lender filed a
counterclaim which, among other things, seeks to foreclose on the
Property.  On Dec. 22, 2011, the State Court entered an Order in
the Foreclosure appointing a receiver for the Property.

The Chapter 11 case was filed before the receiver took possession
of the Property.

The Debtor has attempted to resolve all of the issues with the
Senior Lender, thus far without success.  The Debtor intends to
continue with settlement negotiations with the Senior Lender.

1555 Wabash LLC filed for Chapter 11 (Bankr. N.D. Ill. Case No.
11-51502) on Dec. 27, 2011, to halt foreclosure of the property.
Judge Jacqueline P. Cox oversees the case.  David K. Welch, Esq.,
at Crane Heyman Simon Welch & Clar,
serves as the Debtor's counsel.  In its petition, the Debtor
estimated $10 million to $50 million in both assets and debts.
The petition was signed by Theodore Mazola, president of New West
Realty Development Corp, sole member and manager of the Debtor.


237 EAST ONTARIO: Files Schedules of Assets & Liabilities
---------------------------------------------------------
237 East Ontario LLC disclosed in its Summary of Schedules filed
Jan. 13, 2012, that its total assets reached $11,057,764 while
total liabilities are $8,305,907:

                                      Assets        Liabilities
                                      ------        -----------
   A. Real Property                   $9,000,000       $964,019

   B. Personal Property                2,057,764

   C. Property Claimed                       n/a            n/a
        as Exempt

   D. Creditors Holding                               1,075,746
        Secured Claims

   E. Creditors Holding                                       0
        Unsecured Priority Claims

   F. Creditors Holding                               6,266,141
        Unsecured Nonpriority Claims

                    About 237 East Ontario LLC

237 East Ontario LLC filed its Chapter 11 petition (Bankr. N.D.
Ill. Case No. 11-49504) on Dec. 9, 2011.  Judge Carol A. Doyle
presides over the proceeding.  The Debtor is represented by Neal
Wolf & Associates, LLC.


237 EAST ONTARIO: Court Orders Filing of Ch. 11 Plan by April 9
---------------------------------------------------------------
Judge Carol A. Doyle of the U.S. Bankruptcy Court for the Northern
District of Illinois ordered 237 East Ontario LLC to file its
Chapter 11 Plan and Disclosure Statement by April 9, 2012.

Counsel preparing the documents will submit preliminary drafts to
the United States Trustee and creditor's counsel on the notice
list in order that comments may be received before filing, Judge
Doyle ruled.

The case is set for a status on the filing of the plan and
disclosure statement on April 12, 2012, at 10:30 a.m. in Courtroom
742, 219 South Dearborn Street, Chicago, Illinois, Judge Doyle
directed.

237 East Ontario LLC filed its Chapter 11 petition (Bankr. N.D.
Ill. Case No. 11-49504) on Dec. 9, 2011.  Judge Carol A. Doyle
presides over the proceeding.  The Debtor is represented by Neal
Wolf & Associates, LLC.  On Jan. 13, 2012, the Debtor disclosed
its total assets reached $11,057,764 while total liabilities are
$8,305,907.


237 EAST ONTARIO: Can Hire Neal Wolf as Restructuring Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
gave 237 East Ontario LLC permission to employ Neal Wolf &
Associates, LLC, as its restructuring and bankruptcy counsel.

The firm will:

   (a) advise the Debtor with respect to its rights, powers, and
       duties as debtor-in-possession;

   (b) advise the Debtor with respect to matters like, without
       limitation, the automatic stay, obtaining of credit, use of
       property of the estate, assumption or rejection of
       executory contracts and unexpired leases, avoidance
       actions, sales of assets, claims belonging to and against
       the estate, and formulation of a plan of reorganization;

   (c) attend meetings and negotiate with representatives of
       creditors and other parties-in-interest;

   (d) take all necessary actions to protect and preserve the
       Debtor's estate, including, without limitation, prosecuting
       actions on the Debtor's behalf, defending any action
       commenced against the Debtor, and representing the Debtor's
       interests in negotiations concerning litigation in which
       the Debtor is or becomes involved, including objections to
       claims filed against the Debtor's estate;

   (e) represent the Debtor in connection with all motions,
       applications, answers, objections, orders, reports and
       papers necessary to the administration of the Debtor's
       estate;

   (f) prepare and take any necessary action on behalf of the
       Debtor to obtain approval of any disclosure statement and
       confirmation of a Chapter 11 plan;

   (g) appear before the Court, any appellate courts, and the
       United States Trustee in connection with any matter
       relating to the case;

   (h) represent the Debtor in connection with any interactions
       with any federal, state, and local government agencies; and

   (i) perform all other necessary legal services and provide all
       other necessary legal advice to the Debtor in connection
       with the case.

NW&A received from the Debtor attorneys' fees totaling $14,686 for
the legal services performed by NW&A in preparing the case for
filing.

The current billing rates of the attorneys and the legal
assistants to be primarily responsible for representing the
Debtor, which NW&A may subsequently review and revise, are:

   Name                      Title                  Hourly Rate
   ----                      -----                  -----------
   Neal L. Wolf              Manager & Sole Member     $595
   Gerald F. Munitz          Senior Counsel             595
   Dean C. Gramlich          Counsel                    475
   Jordan M. Litwin          Associate                  325
   Folarin Dosunmu           Associate                  325
   John A. Benson, Jr.       Associate                  300
   Jacob R. Lenzke           Associate                  300
   Dominic J. Dutra          Law Clerk                  200
   Diane M. Wolski           Legal Assistant            150

The Debtor believes NW&A is a "disinterested person" as that
phrase is defined in Section 101(14) of the Bankruptcy Code.

                    About 237 East Ontario LLC

237 East Ontario LLC filed its Chapter 11 petition (Bankr. N.D.
Ill. Case No. 11-49504) on Dec. 9, 2011.  Judge Carol A. Doyle
presides over the proceeding.  The Debtor is represented by Neal
Wolf & Associates, LLC.  On Jan. 13, 2012, the Debtor disclosed
its total assets reached $11,057,764 while total liabilities are
$8,305,907.


3900 BISCAYNE: Can Use BB&T Cash Collateral Up to Feb. 21
---------------------------------------------------------
The Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the
Southern District of Florida authorized, on an interim basis, 3900
Biscayne, LLC to use the cash collateral of Branch Banking and
Trust Company (BB&T), on an interim basis up to Feb. 21, 2012, in
accordance with a budget.

Judge Cristol orders that the Debtor will not make any payments
for the line item titled "Phase II Tenant Build-Out ($55,000 in
total)" without prior notice and written approval by or on behalf
of BB&T.  Moreover, no payments will exceed the line items on the
budget by an amount exceeding 5% of each such line item.

As adequate protection for any diminution in value of the
collateral, the Debtor will grant BB&T will receive replacement
liens against all of the Debtor's assets, to the same priority,
validity and extent that BB&T held prepetition.

As additional adequate protection, the Debtor will make monthly
payments to BB&T of interest only on the A Note principal of
$10,800,000 at the annual rate of 2.7%.

A final hearing on the motion is set on Feb. 15, 2012, at
2:30 p.m.

A copy of the cash collateral order and budget is available
for free at:

    http://bankrupt.com/misc/3900BISCAYNE_cashcollbudget.pdf

                       About 3900 Biscayne

3900 Biscayne, LLC, is a Florida limited liability company which
owns real property located at 3900 Biscayne, in Miami, currently
leased to Miami Arts, Inc., a tuition-free public charter school
offering college-preparatory academic curriculum and conservatory-
style training in the visual and performing arts.  The Company
filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 11-22948)
on May 12, 2011, in Miami, Florida.  Judge A. Jay Cristol presides
over the case.  James C. Moon, Esq., and Peter D. Russin, Esq., at
Meland Russin & Budwick, P.A., in Miami, represent the Debtor in
its Chapter 11 effort.  The Debtor disclosed $14,857,484 in total
assets and $13,691,533 in total liabilities as of the Chapter 11
filing.  To date, the U.S. Trustee has not appointed an official
committee of unsecured creditors in the Debtor's case.


400 BLAIR: Asks Court to Reinstate Stay on SBMS Foreclosure Sale
----------------------------------------------------------------
400 Blair Realty Holdings, L.L.C., has asked the U.S. Bankruptcy
Court for the District of New Jersey to reinstate the automatic
stay with respect to SBMS' foreclosure sale.

According to the Debtor's case docket, remote electronic access to
the transcript regarding the Dec. 21, 2011, hearing on the
Debtor's motion to reinstate stay will be restricted until
March 21, 2012.

                      About 400 Blair Realty

400 Blair Realty Holdings, LLC, in Morristown, New Jersey, was
formed in June 2000 to acquire real property improved with 181,000
sq. ft industrial building situated on 14.7 acres located at 400
Blair Road, Carteret, Middlesex County, New Jersey.  The Property
was acquired on Aug. 6, 1999.

United States Land Resources, L.P., holds a 50% equity interest in
400 Blair.  USLR's general partner is United States Realty
Resources, Inc., and Lawrence S. Berger is the president of USRR.
400 Blair's other member is Success Treuhand GmbH, which holds a
50% equity interest.  Success is a trust set up under German law.
Success operates much like a United States trust company.
Success' sole owner is Eckart Straub, a German national.

400 Blair filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No.
11-37887) on Sept. 23, 2011, after a court appointed a receiver
for its property and ordered a foreclosure sale.  Judge Michael B.
Kaplan presides over the case.  In its petition, the Debtor
estimated $10 million to $50 million in assets and $1 million to
$10 million in debts.  The petition was signed by Lawrence S.
Berger, manager.

The Debtor's bankruptcy counsel is Morris S. Bauer, Esq., at
Norris McLaughlin & Marcus, PA, in Bridgewater, New Jersey.


505 WEST: Case Summary & Largest Unsecured Creditor
---------------------------------------------------
Debtor: 505 West 150th Street LLC
        505 West 150th Street
        New York, NY 10031

Bankruptcy Case No.: 12-10290

Chapter 11 Petition Date: January 25, 2012

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

Judge: James M. Peck

Debtor's Counsel: Roy J. Lester, Esq.
                  LESTER & ASSOCIATES, P.C.
                  600 Old Country Road, Suite 229
                  Garden City, NY 11530
                  Tel: (516) 357-9191
                  Fax: (516) 357-9281
                  E-mail: rlester@rlesterlaw.com

Scheduled Assets: $1,700,860

Scheduled Liabilities: $497,536

The petition was signed by Yolanda Reeder, managing member.

The Company?s list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
ConEd                              Services                 $1,000
Cooper Station
P.O. Box 138
New York, NY 10276


ADAMS COUNTY: Moody's Affirms 'Ba1' General Obligation Rating
-------------------------------------------------------------
Moody's Investors Service has affirmed Adams County's (MS) Ba1
general obligation rating and has revised the outlook to positive
from negative. The rating affirmation affects $1.1 million in
outstanding unlimited tax debt issued by the County in 2002.

SUMMARY RATIONALE

The Ba1 rating affirmation reflects the county's weak financial
management practices as demonstrated by eight years of deficit
spending (fiscals 2000 through 2008) and negative fund balance
position (fiscal 2003 through 2009); potential for future deficit
spending as county management has yet to correct financial
management practices that resulted in prior deficits; and outsized
enterprise risk that is posed by the county owned and operated
hospital. The revised outlook reflects positive operating results
in fiscal 2009 and 2010 and a positive fund balance position due
to the resolution of an inter-fund liability. The positive outlook
also reflects the possibility that improved financial management
procedures will be considered.

STRENGTHS

- Relatively stable local economy

- Low debt burden

CHALLENGES

- History of deficit spending and negative fund balance position

- Outsized enterprise risk posed by county owned hospital

OUTLOOK

The positive outlook reflects the county's positive fund balance
position that was established in fiscal 2010 and adequate cash
balance. Moody's anticipates further improvement in the county's
financial position as the county works to restore balanced
operations and implement sound budgeting practices.

WHAT COULD CHANGE THE RATING -- UP:

Established trend of balanced operations and improved financial
position

Implementation of improved and codified financial management
practices that mitigate the risk of future deterioration of the
county's financial profile

WHAT COULD CHANGE THE RATING -- DOWN:

Deficit spending that reduces the county's financial flexibility

Return to negative fund balance position

Inability or unwillingness to implement improved financial
management policies

Operating or debt service support to the county hospital that
exceeds current expectations and hinders the county's financial
recovery

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


ADOBE TRUCKING: U.S. Trustee Wants Case Converted to Chapter 7
--------------------------------------------------------------
Judy A. Robbins, U.S. Trustee for Region 7, asks the U.S.
Bankruptcy Court for the Western District of Texas to convert the
Chapter 11 case of Adobe Trucking, Inc., to one under Chapter 7 of
the Bankruptcy Code.

According to the U.S. Trustee, as of Jan. 10, 2012, the Debtor has
failed to file a disclosure statement or plan of reorganization.
Based on the Debtor's monthly operating reports, it does not
appear that Debtor is able to generate any income.

The U.S. Trustee asserts that the Debtor's delay in proposing a
plan and insufficient cash flow evidence the 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:

         James W. Rose, Jr., Esq.
         615 E. Houston, Rm. 533
         P.O. Box 1539
         San Antonio, TX 78295-1539
         Tel: (210) 472-4640
         Fax: (210) 472-4649

                       About Adobe Trucking

Odessa, Texas-based Adobe Trucking, Inc., filed for Chapter 11
bankruptcy protection (Bankr. W.D. Texas Case No. 10-70353) on
Nov. 23, 2010.  Wiley France James, III, Esq., at James &
Haugland, P.C., serves as the Debtor's bankruptcy counsel.  The
Debtor disclosed $10,339,616 in assets and $9,685,743 in
liabilities.

In June 2011, the Bankruptcy Court denied the request of PNC Bank
N.A., M&I Business Credit LLC, Land Holding LLC, and Paul Frank to
convert the case to one under Chapter 7 of the Bankruptcy Code.


AES ENERGY: Has Yet to Find Buyer for Facilities
------------------------------------------------
John Christensen at the Chronicle-Express reports that AES Eastern
Energy spokesman Bill Rady, president of AES Greenidge, said the
company's six coal-fired power plants have been packaged for sale
in two lots; the two large plants, Somerset and Cayuga, and the
four smaller plants, Greenidge, Westover, Hickling, and Jennison
in New York.  But no buyer has come forth, and two of the plants
are already scheduled to be demolished.

According to the report, Mr. Rady said that of the four, Greenidge
stands the best chance of purchase, being the most recently
operated facility and most easily restarted. Hickling and Jennison
have been shut down since 2000.  Somerset is also likely to come
down.  But Mr. Rady holds out little hope that a buyer will come
forward, the report says.

The report relates that the Cayuga and Somerset plants are still
operating, but at reduced capacity due to low demand and reduced
electricity price.  "They are not economically viable to survive,"
Mr. Rady added.  "Cheap gas and expensive coal, plus the
environmental requirements of federal regulations are killing
them."

The report notes AES Eastern Energy just negotiated a reduction of
Greenidge's Payment In Lieu Of Taxes -- PILOT -- with Yates County
and the Town of Torrey.  From the originally agreed $1.1 million
annual payment when it was operable, AES EE will pay just $600,000
this year and $400,000 next year.

The report also relates that, with the survival of the company so
unsure, Steve Griffin of the Finger Lakes Economic Development
Center suggested the arrangement as preferable to the $500,000
annual payments the company wanted.

The report adds Messrs. Rady and Griffin stated that if Greenidge
is demolished, court appointed trustees will ensure a complete
cleanup of the site in the dissolution of the company properties.

                     About AES Eastern Energy

Ithaca, New York-based AES Eastern Energy, L.P. operates four
coal-fired electricity generating facilities with a gross capacity
of 1,169 MW.  AEE leases two of those plants.  AEE sells
electricity into the spot market at prevailing New York
Independent System Operator wholesale market prices.  AEE is a
special purpose entity that is indirectly wholly owned by AES
Corp.

AES Eastern Energy and 13 affiliates filed for Chapter 11
bankruptcy (Bankr. D. Del. Case Nos. 11-14138 through 11-14151) on
Dec. 30, 2011.  Lawyers at Weil, Gotshal & Manges LLP and
Richards, Layton & Finger, P.A. are legal counsel to AES Eastern
Energy and affiliates.  Barclays Capital is serving as investment
banker and financial advisor.  Kurtzman Carson Consultants serves
as claims and noticing agent.  AES Eastern Energy estimated
$100 million to $500 million in assets and $500 million to
$1 billion in debts.  The petition was signed by Peter Norgeot,
general manager.


ALC HOLDINGS: Has Court OK to Employ Melanie B. Cox as Interim CEO
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
ALC Holdings LLC, et al., to employ MBC Consulting and Melanie B.
Cox as interim chief executive officer.

MBC Consulting is performing restructuring services to the
Debtors.

The Court ordered that for a period of three years after the
conclusion of the engagement, neither MBC, or any affiliates will
make any investments in the Debtors or the Reorganized Debtors.

                     About ALC Holdings LLC

Farmington Hills, Michigan-based ALC Holdings LLC dba American
Laser Centers, and American Laser Skincare, provides laser hair
removal treatments.

The Company and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Lead Case No. 11-13853) on Dec. 8, 2011.
Bankruptcy Judge Mary F. Walrath presides over the case.  Landis
Rath & Cobb LLP represents the Debtors in their restructuring
efforts.  BMC Group Inc. serves as claims agent; SSG Capital
Advisors, LLC serves as financial advisors; and Traverse, LLC
serves as restructuring crisis manager.

As of Oct. 31, 2011, the Debtors disclosed total assets of
$80.4 million and total liabilities including $40.3 million owing
on a first-lien debt, $51 million in subordinated notes, and
$17.9 million is owing to trade suppliers.  American Laser Centers
of California LLC disclosed $20,988,454 in assets and $99,951,866
in liabilities as of the Chapter 11 filing.  ALC Holdings LLC
disclosed $14,662 in assets and $93,744,094 in liabilities. The
petitions were signed by Andrew Orr, chief financial officer & VP
corporate operations.

Herrick, Feinstein LLP represents the Official Committee of
Unsecured Creditors.  The Committee tapped Ashby & Geddes, P.A. as
Delaware Counsel and J.H. Cohn LLP as its financial advisor.


ALLY FINANCIAL: Moody's Assigns B2 Rating to Subordinated Debt
--------------------------------------------------------------
Moody's Investors Service assigned a rating of B2 to Ally
Financial Inc.'s (Ally; B1 senior unsecured) $482.9 million
subordinated unsecured notes maturing December 31, 2018. These
notes were issued as part of an exchange offering in December 2008
by Ally to holders of certain notes issued by Residential Capital
LLC (ResCap; Ca senior unsecured), an Ally subsidiary. The rating
outlook is stable.

Due to an internal administrative error, Moody's previously
misclassified this instrument as senior unsecured debt and
therefore assigned an incorrect rating. Moody's has now
reclassified this debt as subordinated and assigned a new rating.
The ratings that were previously assigned to this debt in error
have been removed.

RATINGS RATIONALE

The B2 rating assigned to Ally's subordinated notes reflects their
priority in Ally's capital structure, including their
subordination to Ally's senior indebtedness.

Ally's ratings are based upon its position as an established auto
finance company with important business ties to GM and Chrysler
and their dealers. Ratings are also supported by the company's
progress in strengthening capital and liquidity. Ally's ratings
and outlook also reflect its operating prospects in its core auto
finance and mortgage origination and servicing businesses, based
upon positive asset quality performance trends.

Ally's ratings are constrained by the firm's GM and Chrysler-
related concentrations, its exposure to ResCap contingencies,
execution risks associated with its efforts to further transition
to a bank operating and funding model, and uncertainty regarding
the sustainability of its long-term performance prospects given
the competitive environment and the company's evolving business
model.

The last rating action was an upgrade of Ally's issuer and senior
unsecured debt ratings to B1 from B3 on February 7, 2011.

The principal methodology used in this rating was Analyzing the
Credit Risks of Finance Companies published in October 2000.

Ally Financial Inc. is a global provider of auto finance,
residential mortgage finance, and related products and services.
Residential Capital, LLC is a wholly-owned subsidiary of Ally
engaged in residential mortgage origination and servicing.


AMERCABLE INC: S&P Puts 'B-' Corporate Rating on Watch Negative
---------------------------------------------------------------
Standard & Poor's Rating Services placed all of its ratings,
including the 'B-' corporate credit rating, on El Dorado, Ark.-
based AmerCable Inc. on CreditWatch with negative implications.

"The negative CreditWatch listing reflects our expectation that
the electrical cable manufacturer's upcoming revolver maturity may
affect its ability to fund near-term obligations, coupled with the
negligible headroom it has under financial covenants governing its
credit facilities and its overall liquidity position," said
Standard & Poor's credit analyst Gayle Bowerman. "It also
incorporates our view that growth in the company's end markets may
be slowing following recent announcements of curtailed production
in the natural gas and mining sectors. Despite EBITDA growth in
2011, we are uncertain that the company's performance will be
strong enough to comply with the leverage covenant on its first-
lien notes which limit its trailing-12-month debt to EBITDA
without an equity cure from its private equity sponsor,
particularly in light of the recent covenant step down to 4.5x
from 5x," S&P said.

"The rating on AmerCable reflects our assessment of the company's
business risk profile as 'vulnerable' and financial risk profile
as 'highly leveraged'. The company maintains thin cash balances
and may be unable to fund daily operations if their revolver is
not refinanced. We expect that even small fluctuations in EBTIDA
may result in a covenant violation without a contribution from the
company's private equity sponsor," S&P said.

"In resolving the CreditWatch, we will evaluate the company's
near-term operating and financial prospects, including the
refinancing of its revolver and covenant projections. We expect to
resolve the CreditWatch within 90 days," S&P said.


AMERICAN REALTY: Files for Chapter 11 Las Vegas
-----------------------------------------------
American Realty Trust, Inc., filed a Chapter 11 petition (Bankr.
D. Nev. Case No. 12-10883) on Jan. 26, 2012, estimating assets and
debts of $10 million to $50 million.  The Debtor is a Single Asset
Real Estate as defined in 11 U.S.C. Sec. 101 (51B).  According to
the docket, a meeting of creditors under 11 U.S.C. Sec. 341 is
scheduled for March 1, 2012 at 1:00 p.m.  Proofs of claim are due
May 30, 2012.


AMERICAN REALTY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: American Realty Trust, Inc.
        953 East Sahara, Suite 200
        Las Vegas, NV 89104

Bankruptcy Case No.: 12-10883

Chapter 11 Petition Date: January 26, 2012

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Ogonna M. Atamoh, Esq.
                  SANTORO DRIGGS WALCH LEARNEY HOLLEY & THOMPSON
                  400 S. 4th Street, 3rd Floor
                  Las Vegas, NV 89101
                  Tel: (702) 791-0308
                  Fax: (702) 791-1912
                  E-mail: oatamoh@nevadafirm.com

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

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 Steven A. Shelley, vice president.


ATRINSIC INC: Earns $615,000 from Sale of Subscription Business
---------------------------------------------------------------
Atrinsic, Inc., completed the sale of certain short codes, domain
names, trademarks and databases used in the Company's subscription
businesses to Mkono Media Corp., pursuant to an asset purchase
agreement by and between the Company and Mkono dated as of
Dec. 28, 2011.  The transaction resulted in net cash proceeds to
the Company of $615,000.

                        About Atrinsic Inc.

New York City-based Atrinsic, Inc. (NASDAQ: ATRN) is a marketer
of direct-to-consumer subscription products and an Internet
search-marketing agency.  The Company sells entertainment and
lifestyle subscription products directly to consumers, which the
Company markets through the Internet.  The Company also sells
Internet marketing services to its corporate and advertising
clients.

The Company reported a net loss of $14.2 million on $25.7 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $11.6 million on $32.2 million of revenue for the
nine months ended Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$14.1 million in total assets, $19.7 million in total liabilities,
and a stockholders' deficit of $5.6 million.

As reported in the TCR on April 12, 2011, KPMG LLP, in New York,
expressed substantial doubt about Atrinsic'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.


ATTACHMATE CORP: S&P Affirms 'BB-' Rating on $300-Mil. Term Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Houston-
based host connectivity and systems and security management
provider Attachmate Corp. to stable from positive. "We also
affirmed all existing ratings on the company," S&P said.

Attachmate is one of four business units in a privately held
enterprise software holding company named The Attachmate Group
Inc. The other three business units are Novell, NetIQ, and SUSE.
The senior secured facilities are secured by substantially all the
assets of The Attachmate Group.

"Additionally, we affirmed the 'BB-' issue-level rating on the
company's $300 million first-lien term loan add-on. The '1'
recovery rating remained unchanged and indicates our expectation
of very high (90%-100%) recovery in the event of a payment
default," S&P said.

"The company also has a $275 million second-lien term loan and a
$100 million second-lien term loan add-on that we do not rate,"
S&P said.

The company intends to use the proceeds from the first- and
second-lien term loan add-ons, along with about $243 million of
existing cash, to pay dividends of $609 million to the sponsors.

"The ratings reflect our expectation that Attachmate will generate
good free operating cash flow (FOCF) and the substantial progress
made in its integration of Novell, which it acquired in April
2011," said Standard & Poor's credit analyst David Tsui.
"Attachmate had identified substantial operational and end-market
synergies and expects to fully realize the planned benefits by
June 2012, the most considerable of which is from reduction-in-
force, which the company has already implemented by September
2011. However, the rating reflects its aggressive financial
policy, with the proposed dividend recapitalization within a year
of a transformative acquisition, while still facing the challenge
of reversing the negative revenue trend at Novell."

"For the 12 months ended Sept. 30, 2011, total revenue has
declined modestly. Legacy Attachmate has experienced revenue
growth while Novell's has been under pressure, with revenue
declines due to the establishment of post-closing business unit
structure and the extended closing period for the acquisition.
Overall profitability is good, in the high-30% area, and we expect
it remain at the current level as the cost-reduction plan has been
mostly complete," S&P said.

"The stable outlook reflects our expectation that Attachmate's
operating performance will continue to improve following the
integration of the Novell acquisition. We could raise the rating
if Attachmate can grow organically by improving its Novell and
NetIQ businesses without significantly affecting the company's
profitability, while sustaining their leverage at its current
level," S&P said.

"We could consider a downgrade if the reduced headcount
contributes to higher-than-expected revenue declines, or if the
company engages in additional shareholder-friendly initiatives,
leading to depressed FOCF and leverage sustained above 8x," S&P
said.


AURORA USA: Moody's Assigns 'B3' Corporate Family Rating
--------------------------------------------------------
Moody's Investor's Service assigned a Caa1 rating to Aurora USA
Oil & Gas, Inc.'s (Aurora) senior unsecured notes due 2017.
Moody's also assigned a B3 Corporate Family Rating (CFR) and
Probability of Default Rating (PDR), and an SGL-2 Speculative
Grade Liquidity (SGL) rating to Aurora. This is the first time
that Moody's has rated Aurora. The outlook is stable.

RATINGS RATIONALE

"The B3 CFR is supported by Aurora's strong full cycle metrics
with production consisting of 82% liquids, leverage which is
expected to decline to low levels during 2012 assuming production
grows in line with company expectations, the strong operational
track record of Marathon which is the operator of all of Aurora's
wells, a pro-forma cash balance large enough to fund nearly all of
planned 2012 capital spending, and a large drilling inventory",
commented Jonathan Kalmanoff, Moody's Analyst. "The rating is
restrained by concentration in a single field with a small number
of wells and early stage operations."

Aurora's position as a non-operating owner of minority interests
in wells and acreage operated by Marathon has both positive and
negative implications. Having a minority interest allows Aurora to
diversify its drilling risk among a larger number of wells while
benefitting from Marathon's strong operational track record. The
arrangement also limits the control Aurora has over its capital
spending budget, since the company must fund its share of the
drilling costs for any wells Marathon wants to drill or lose its
interests in those wells (and acreage surrounding the well, prior
to the acreage becoming held by production). The CFR and stable
outlook assume that Aurora will maintain adequate liquidity to
fund its share of Marathon's drilling program and that production
in the Sugarkane Field will grow in line with company
expectations.

The SGL-2 indicates good liquidity through 2012. At September 30,
2011 pro forma for the notes issuance, Aurora had 265 million of
cash and $5 million of availability under a credit facility,
compared to a 2012 capital expenditure budget of $276 million for
2012. The credit facility has a pro forma borrowing base of $35
million and is subject to redeterminations in April and October of
each year based on the value of oil and gas reserves. Financial
covenants under the facility are debt / EBITDAX of not more than
4.5x (decreasing to 4.0x in the fourth quarter of 2012), EBITDAX /
interest of not less than 2.0x, and a current ratio of not less
than 1.0x. These covenants do not apply until March 31, 2012 and
Moody's expects the company to be well in compliance with the
covenants through 2012 with leverage decreasing as production
ramps up over the course of the year. There are no debt maturities
prior to 2016 when the credit facility matures. Substantially all
of the company's assets are pledged as security under the credit
facility which limits the extent to which asset sales could
provide a source of additional liquidity if needed.

The Caa1 senior unsecured note rating reflects both the overall
probability of default of Aurora, to which Moody's assigns a PDR
of B3, and a loss given default of LGD4-59%. The size of the
senior secured revolver's priority claim relative to the senior
unsecured notes results in the notes being rated one notch beneath
the B3 CFR under Moody's Loss Given Default Methodology.

The stable outlook assumes that Aurora will maintain adequate
liquidity to fund its share of Marathon's drilling program, and
that production in the Sugarkane Field will grow in line with
company expectations. Moody's could upgrade the ratings if Aurora
achieves net proved developed reserves of at least 40 MMBOE and
net average daily production in excess of 15 MBOE per day while
maintaining debt to net proved developed reserves below $10 per
BOE. Moody's could downgrade the ratings if Aurora fails to
maintain adequate liquidity to fund its share of Marathon's
drilling program, the production response to capital spending is
not in line with company forecasts, or EBITDA/interest is expected
to be below 2.5x on a quarterly run rate basis.

The principal methodology used in rating Aurora was the Global
Independent Exploration and Production 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.

Aurora USA Oil & Gas, Inc. is an independent E&P company
headquartered in Texas. It is a wholly owned subsidiary of parent
company Aurora Oil and Gas Limited which is headquartered in
Australia.


BANKEAST: Closed; U.S. Bank NA Assumes All Deposits
---------------------------------------------------
BankEast of Knoxville, Tenn., was closed on Jan. 27, 2012, by the
Tennessee Department of Financial Institutions, which appointed
the Federal Deposit Insurance Corporation as receiver.  To protect
the depositors, the FDIC entered into a purchase and assumption
agreement with U.S. Bank National Association of Cincinnati, Ohio,
to assume all of the deposits of BankEast.

The ten branches of BankEast will reopen during normal banking
hours as branches of U.S. Bank National Association.  Depositors
of BankEast will automatically become depositors of U.S. Bank
National Association.  Deposits will continue to be insured by the
FDIC, so there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage
up to applicable limits.  Customers of BankEast should continue to
use their existing branch until they receive notice from U.S. Bank
National Association that it has completed systems changes to
allow other U.S. Bank National Association branches to process
their accounts as well.

As of Sept. 30, 2011, BankEast had around $272.6 million in total
assets and $268.8 million in total deposits.  In addition to
assuming all of the deposits of the failed bank, U.S. Bank
National Association agreed to purchase essentially all of the
assets.

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-517-1839.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/bankeast.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $75.6 million.  Compared to other alternatives, U.S. Bank
National Association's acquisition was the least costly resolution
for the FDIC's DIF.  BankEast is the seventh FDIC-insured
institution to fail in the nation this year, and the second in
Tennessee.  The last FDIC-insured institution closed in the state
was Tennessee Commerce Bank, Franklin, also on Jan. 27.


BATAVIA NURSING: Bankruptcy Trustee Pays Employees
--------------------------------------------------
Scott DeSmit at the Daily News reports that Jeffrey Hammond, a
spokesman for the New York State Department of Health, said a
bankruptcy trustee issued checks to employees at Batavia Nursing
Home on Jan. 24, 2012.

According to the report, it was one of numerous times that
employees were not paid on time in what has been a problematic
year for the nursing home.  The nursing home at 257 State St. has
been the scene of difficulties during the past year due to the
legal troubles of its owner, Marc I. Korn of East Amherst.

The report relates that Mr. Korn was indicted in federal court in
December and charged with engaging in illegal schemes to obtain
money and making false statements to police.  Mr. Korn allegedly
stole up to $1 million from a charitable organization and from
patient trust accounts.

Based in Williamsville, New York, Batavia Nursing Home LLC filed
for Chapter 11 protection on Sept. 19, 2011 (Bankr. W.D. N.Y. Lead
Case No. 11-13223).  Judge Michael J. Kaplan presides over the
case.  Arthur G. Baumeister, Jr., Esq., at Amigone, Sanchez, et
al., represents the Debtors.  The Debtor estimated both assets and
debts of between $1 million and $10 million.


BEACON POWER: Creditors' Panel Can Hire Blank Rome as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Beacon Power Corporation, et al., sought and obtained
permission from the U.S. Bankruptcy Court to retain Blank Rome LLP
as counsel to represent it and perform services for the Committee
in connection with carrying out its fiduciary duties and
responsibilities under the Bankruptcy Code consistent with section
1103(c) and other provisions of the Bankruptcy Code.

The customary and proposed hourly rates to be charged Blank Rome
for the individuals expected to be directly involved in
representing the Committee are:

   Bonnie Glantz Fatell           $730 per hour
   Gregory F. Vizza               $300 per hour

From time to time, other Blank Rome attorneys may be involved in
these cases as needed.  Hourly rates of partners and counsel range
from $390 to $875 per hour, associates? rates range from $225 to
$545 per hour, and paralegals? rates range from $120 to $315 per
hour.

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

                        About Beacon Power

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

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

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

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

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

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


BEAR VALLEY: Court Dismisses Chapter 11 Case
--------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
dismissed the Chapter 11 case of Bear Valley Family Limited
Partnership at the behest of its owner, Ronan Armony.

As reported in the Troubled Company Reporter on June 20, 2011,
Ronan Armony sought dismissal of the Debtor's Chapter 11 case.
Mr. Armony said he is the 80% owner and general partner of the
Debtor.   According to Mr. Armony, there has been an ongoing
dispute between him and Gary Kanter, who signed the Debtor's
chapter 11 petition, in connection with the development of a
shopping center in Victorville, California.  Mr. Armony purchased
the property and spent $10 million of his own money in connection
with the property.

Mr. Armony said he sued Mr. Kanter in Superior Court in San
Bernardino County for breach of contracts and fraud in connection
with his failure to perform on several agreements.  He said Mr.
Kanter placed the Debtor in bankruptcy in an attempt to avoid
rulings in state court on motions for preliminary injunctions and
a writ of attachment, which were scheduled to be heard June 16,
2011.  He also alleged that the bankruptcy filing was made without
his knowledge or consent, calling the filing "fraudulent".

                     About Bear Valley Family

Based in Costa Mesa, California, Bear Valley Family Limited
Partnership filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-17893) on June 2, 2011.  The Law Office of Christopher
P. Walker, P.C., in Anaheim Hills, Calif., serves as the Debtor's
general bankruptcy counsel.  Judge Robert N. Kwan presides over
the case.  The Debtor scheduled assets of $14,006,000 and
liabilities of $7,353,409.

H. Mark Mersel, Esq., and Sheri Kanesaka, Esq., at Bryan Cave LLP,
in Irvine, Calif., represent secured creditor Armed Forces Bank,
N.A., successor by merger to Bank Midwest, N.A.

Brent H. Blakely, Esq., and Courtney Stuart Alban, Esq., at
Blakely Law Group, in Hollywood, Calif., represent Ronen Armony as
counsel.  Ronen Armony claims to be the real party-in-interest in
the Debtor's case.


BEAU VIEW: Files for Chapter 11 in Gulfport, Mississippi
--------------------------------------------------------
Beau View of Biloxi, LLC, filed a bare-bones Chapter 11 petition
(Bankr. S.D. Miss. Case No. 12-50141) on Jan. 26, 2012.  The
Mandeville, Louisiana-based debtor disclosed that it is a Single
Asset Real Estate as defined in 11 U.S.C. Sec. 101 (51B) with
assets and debts of $10 million to $50 million.


BEAU VIEW: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Beau View of Biloxi, LLC
        #10 Caribbean Court
        Mandeville, LA 70448

Bankruptcy Case No.: 12-50141

Chapter 11 Petition Date: January 26, 2012

Court: U.S. Bankruptcy Court
       Southern District of Mississippi (Gulfport Divisional
       Office)

Judge: Katharine M. Samson

Debtor's Counsel: J. Walter Newman, IV, Esq.
                  NEWMAN & NEWMAN
                  248 East Capitol Street, Suite 539
                  Jackson, MS 39201
                  Tel: (601) 948-0586
                  Fax: (601) 948-0588
                  E-mail: wnewman95@msn.com

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

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 Richard L. Landry, III, designated
representative.


BELTWAY ONE: Wants to Hire Keith Harper as Valuation Expert
-----------------------------------------------------------
Beltway One Development Group LLC asks, in a second amended
motion, the U.S. Bankruptcy Court for the District of Nevada for
permission to employ Keith Harper as valuation expert.

The Debtor relates that the second amended motion is based on the
amendment to the declaration of Mr. Harper, MAI in support of the
Debtor's application of Mr. Harper as appraiser and valuation
expert.

The Debtor requests that the Court reaffirm that the Debtor is
authorized to employ Mr. Harper to provide appraisal and valuation
expert services to the Debtor, allowing compensation and
reimbursement of the other fees and expenses to be paid as an
administrative expense.

http://bankrupt.com/misc/BELTWAYONE_keithharper_2ndamendement.pdf

On Dec. 20, 2011, the Debtor filed an amended version of its
application to  employ Keith Harper as valuation expert.  A full-
text copy of the amended application is available for free at:

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

              About Horizon Village Square et al.

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

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

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

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

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

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

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

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

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


BERNARD L. MADOFF: New York Mets Owners Seek Dismissal of Lawsuit
-----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the owners of the
New York Mets baseball team asked a federal judge late Thursday to
dismiss a lawsuit by the court-appointed trustee seeking to
recover money for victims of convicted Ponzi-scheme-operator
Bernard Madoff.

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BEYOND OBLIVION: Eyeing Sale of Intellectual Property Assets
------------------------------------------------------------
Beyond Oblivion Inc. filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 12-10282) on Jan. 24, 2012, listing
assets of between $1 million and $10 million, and debts of between
$100 million to $500 million.

Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports
the company aims to sell its intellectual property and related
infrastructure through a competitive auction process overseen by
the bankruptcy court.

The report relates that Beyond Oblivion's board of directors said
in court papers that existing lenders, including Allen & Co., have
agreed to provide a $750,000 loan to fund the sale and the
company's wind-down, subject to bankruptcy-court approval.

The report adds that News Corp., which owns The Wall Street
Journal and Dow Jones Newswire, invested in the start-up company,
before it shut down at the end of 2011.  Other investors include
charitable organization Wellcome Trust, investment firm Allen &
Co. and technology company Intertrust Technologies Corp.

Gerard Catalanello, Esq. -- gcatalanello@duanemorris.com -- at
Duane Morris LLP, represents the company.

Beyond Oblivion Inc. is a digital music startup that raised $87
million from investors like News Corp.  The Company's case has
been assigned to Judge Allan L. Gropper.


BILLMYPARENTS INC: Joseph Proto Named to Board of Directors
-----------------------------------------------------------
Mr. Joseph Proto was appointed to the Board of Directors of
BillMyParents Inc. effective as of Jan. 25, 2012.

From 2007 to the present, Mr. Proto has been the Chairman and
Chief Executive Officer of Transactis Inc., an electronic billing
company.  In 1996, Mr. Proto founded REMITCO, a remittance
processing company, where he also served as President until
2006.  REMITCO was acquired in 2000 by First Data Corp.  In 1982,
Mr. Proto founded Financial Telesis (CashFlex), a payment
processor to 65 of the top 100 banks in the United States, which
was acquired by CoreStates/Wachovia in 1992 and is now a part of
Wells Fargo.  In 2004, Mr. Proto co-founded Windham Ventures, an
investment company focusing on financial technology and life
sciences companies, where he currently serves as a founding
partner.  Mr. Proto is 55 years old.

In connection with Mr. Proto's appointment to the Board, the
Company agreed to grant Mr. Proto warrants or stock options to
purchase up to 2,000,000 shares of common stock at an exercise
price of $0.44 per share, vesting monthly over a period of 36
months provided Mr. Proto continues to serve on the Board, and
having a term of 5 years.

Effective as of Jan. 25, 2012, Mr. Mark Sandson retired from the
Board of Directors of the Company.  Mr. Sandson's departure from
the Board of Directors was not the result of any disagreements
with the Company.  The Board expressed its appreciation for Mr.
Sandson's past service and contributions.

                        About BillMyParents

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

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

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

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


BLUE WILLOW: Sells Assets to Donald Poss for $930,000
-----------------------------------------------------
Douglas Moser of The Covington (Ga.) News, citing papers filed in
Bankruptcy Court, reports that Blue Willow Inn Restaurant will
sell all the property surrounding the restaurant, including a
historic mansion, as part of its bankruptcy plan.

According to the report, the Company got a federal bankruptcy
judge's approval on Jan. 18, 2012, to sell 7.1 acres on North
Cherokee Road that includes the restaurant and gift shop building
and the retail center, to Donald Poss, a farmer from Good Hope in
Walton County, for $930,000.

The report says Blue Willow Inn will lease the mansion to continue
operating the restaurant and gift shop.

The report notes that the sale included three separate but
adjacent plots on North Cherokee Road -- one 2.4-acre plot that
includes the historic mansion where the restaurant operates, a
.86-acre plot next to it and 3.84 acres behind those two where the
Van Dykes built a retail center and a Christian-themed museum.

The report adds that the sale has not closed yet.  The judge
approved the sale as part of Blue Willow's plan to exit
bankruptcy, which was filed in August and modified this winter.

The report says, once the sale is closed, all the proceeds are to
go to Wells Fargo to pay towards debts the Blue Willow owes,
though that will not cover the total amount owed the bank,
according to the agreement.  Several public creditors are in line
behind Wells Fargo, including the Georgia Department of Community
Affairs and the Georgia Cities Foundation.

The report says another person, who was not named, offered
$750,000 for the properties, but that offer was turned down in
favor of Mr. Poss' higher bid.

The report notes Mr. Poss will be responsible for paying the
commission and closing costs to King Industrial Realty, Inc., of
Atlanta, the real estate broker involved in the deal.

Based in Social Circle, Georgia-based Blue Willow Inn Gift Shop
Inc. filed for Chapter 11 bankruptcy protection (Bank. M.D. Ga.
Lead Case No. 10-31270) on July 20, 2010.  Judge James P. Smith
presides over the case.  Martha A. Miller, Esq., at Martha A.
Miller, P.C., represents the Debtors.  The Debtors estimated
assets between $100,000 and $500,000, and debts between $1 million
and $10 million.


BONDS.COM GROUP: Engages EisnerAmper as Accountants
---------------------------------------------------
The Audit Committee of the Board of Directors of Bonds.com Group,
Inc., engaged EisnerAmper LLP as the Company's independent
registered public accounting firm for the fiscal year ended
Dec. 31, 2011.  During the two fiscal years ended Dec. 31, 2011,
and 2010, and the interim period through the date of such
engagement, neither the Company nor any one acting on its behalf
consulted with EisnerAmper regarding (i) the application of
accounting principles to any specified transaction, either
completed or proposed; or (ii) any matter that was either the
subject of a "disagreement" or a "reportable event," as those
terms are defined in Item 304(a)(1) of Regulation S-K.

On Dec. 28, 2011, Daszkal Bolton LLP, resigned as the Company's
independent auditors.

                       About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc. an inventory of more than 35,000 fixed income securities from
more than 175 competing sources.  Asset classes currently offered
on BondStation and BondStationPro, the Company's fixed income
trading platforms, include municipal bonds, corporate bonds,
agency bonds, certificates of deposit, emerging market debt,
structured products and U.S. Treasuries.

As reported by the TCR on May 9, 2011, Daszkal Bolton LLP, in Boca
Raton, Fla., in its audit reports for the years ended Dec. 31,
2009, and Dec. 31, 2010, expressed substantial doubt about the
Company's ability to continue as a going concern.  The auditors
noted that the Company has sustained recurring losses and has
negative cash flows from operations.

The Company reported a net loss of $12.51 million on $2.71 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $4.69 million on $3.90 million of revenue during the prior
year.

The Company also reported a net loss of $12.26 million on
$2.84 million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $9.21 million on $2.01 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $4.10
million in total assets, $15.52 million in total liabilities and a
$11.42 million stockholders' deficit.


BOZEL S.A.: Pick & Zabicki Approved as Creditors Committee Counsel
------------------------------------------------------------------
The Hon. Arthur J. Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York authorized the Official Committee of
Unsecured Creditors in the Chapter 11 case of Bozel, S.A., et al.,
to retain Pick & Zabicki, LLP as its counsel under a general
retainer.

P&Z is expected to, among other things:

   a) assist the Committee in analyzing the claims of the Debtor's
   creditors and in negotiating with such creditors;

   b) assist with the Committee's investigation of the acts,
   conduct, assets, liabilities and financial condition of the
   Debtor and the operation of the Debtor's business; and

   c) assist the Committee in its analysis of and negotiations
   with the Debtor or any third-party concerning matters related
   to the realization by creditors of a recovery on claims and
   other means of realizing value in these cases;

To the best of the Committee's  knowledge, P&Z is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                       About Bozel S.A.

Bozel S.A. is a company limited by shares (a 'societe anonyme"or
('s.A.") organized under the Grand Duchy of Luxembourg, and
registered with the Luxembourg Trade and Companies Register under
the number B107769.  Bozel is a holding company which, at the time
of its Chapter 11 filing, owned substantially all of the stock in
Bozel Mineracao, S.A. (organized in Brazil) ("Bozel Brazil") and
Bozel Europe S.A.S. (organized in France) ("Bozel Europe"), and
continues to own Bozel, LLC (organized in the state of Florida).

Prior to the sale of Bozel Brazil and Bozel Europe to Japan Metals
& Chemicals, Co., Ltd. ("JMC"), Bozel S.A., through its three
operating subsidiaries on three continents, was a worldwide leader
in the sale of calcium silicon ("CaSi").  Immediately preceding
its filing for bankruptcy protection, Bozel S.A. sold over 40% of
the world's CaSi powder output.  Bozel Brazil produces primarily
CaSi and cored wire, which is an industry-preferred ingredient in
the production of high quality steel and steel alloys.  Bozel
Europe produces primarily cored wire.  Bozel, LLC, formerly
marketed and distributed in the United States the products
produced by Bozel Brazil.

Bozel S.A. is the sole member and manager of Bozel, LLC.

Bozel sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
10-11802) on April 6, 2010.  In its amended schedules, Bozel
disclosed US$41,134,010 in assets and US$47,365,036 in
liabilities.

Bozel, LLC, filed a separate petition for Chapter 11 (Bankr.
S.D.N.Y. Case No. 11-10033) on Jan. 10, 2011.

Allen G. Kadish, Esq., and Kaitlin R. Walsh, Esq., at Greenberg
Traurig, LLP, in New York, and Mark D. Bloom Esq., at Greenberg
Traurig, LLP, in Miami, represent the Debtors as counsel.

The two cases are jointly administered under Case No. 10-11802.


CABI SMA: Brickell Central Wants $700,000 DIP Loan Denied
---------------------------------------------------------
Secured creditor Brickell Central, LLC, asks the U.S. Bankruptcy
Court for the Southern District of Florida to deny the request of
CABI SMA Tower I, LLLP, for authorization to obtain postpetition
unsecured financing.

Brickell Central is a creditor with respect to more than
$30.5 million in note obligations owed by the Debtor.

The Debtor is requesting authorization to obtain $700,000 in
financing on an administrative priority basis from its affiliates
Cabi Holdings, Inc. and Cabi Developers, LLC to ensure that
professionals receive distributions prior to the confirmation of
the Debtors plan.

As reported in the Troubled Company Reporter on Dec. 27, 2011, the
terms of the proposed DIP financing include:

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

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

C. Fees:                      None

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

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

According to Brickell Central, the Debtor's prospects for
reorganization and the availability of distributions to creditors
are in doubt.  Brickell Central assert that administrative
creditors must not be allowed to walk away from the proceeding
with a full recovery.  If, however, the Debtor's affiliates are
willing to provide the administratively insolvent entity with
financing that is subordinate to the repayment of unsecured debt
(in accordance with the percentage distributions set forth in the
Debtor's plan), Brickell Central has no opposition to the
incurrence of the financing.

                       About Cabi SMA Tower I

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

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

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

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


CAESARS ENTERTAINMENT: Amends Form S-1 Registration Statement
-------------------------------------------------------------
Caesars Entertainment Corporation filed with the U.S. Securities
and Exchange Commission amendment no. 2 to Form S-1 Registration
Statement relating to an initial public offering of the Company's
common stock.  The Company is selling indeterminate shares in this
offering.  Prior to this offering, there has been no public market
for the Company's common stock.  The Company has applied to list
its common stock on the Nasdaq Global Select Market under the
symbol "CZR."  The listing is subject to approval of the Company's
application.  A full-text copy of the amended prospectus is
available at http://is.gd/5Lvmze

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

The Company also reported a net loss of $471.30 million on
$6.66 billion of net revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $629.30 million on $6.69 billion
of net revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $28.86
billion in total assets, $27.62 billion in total liabilities, $36
million in redeemable non-controlling interests, and $1.20 billion
total stockholders' equity.

                           *     *     *

Harrah's announced its re-branding to Caesar's on mid-November
2010.  Harrah's carries 'Caa3' long term corporate family and
probability of default ratings, with 'positive' outlook, from
Moody's Investors Service.  It has a 'B-' issuer credit rating,
with 'stable' outlook, from Standard & Poor's.

"The 'B-' corporate credit rating reflects Caesars' very weak
credit measures and our belief that prospects for a meaningful
rebound in net revenues and EBITDA in 2011 do not seem promising
given the current economic outlook," said Standard & Poor's credit
analyst Ben Bubeck in May 2011. "While several actions taken by
management have positioned the company with a moderate covenant
cushion and very limited debt maturities over the next few years,
Caesars' capacity to continue to fund operational and capital
spending needs and meet debt service obligations relies on
meaningful growth in cash flow generation over the next few
years."

As reported by the TCR on March 3, 2011, Moody's Investors Service
upgraded Caesars Entertainment's Corporate Family ratings and
Probability of Default ratings to Caa2.  CET's Caa2 Corporate
Family Ratings reflect very high leverage, weak interest coverage,
the company's debt financed growth strategy, and Moody's view that
the company's current capital structure in unsustainable in the
long-term.  The ratings reflect Moody's expectation that gaming
demand will rebound very slowly over the next several years.
However, in the absence of a material de-leveraging transaction,
Moody's do not expect the company's capital structure to improve
materially over the next few years.  Additionally, given CEC's
weak credit profile, there is a possibility that the company could
again pursue transactions that will result in impairment of debt
holder claims as a means to improve its capital structure.


CAESARS ENTERTAINMENT: Bank Debt Trades at 16% Off
--------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc., formerly known as Harrah's Entertainment Inc.,
is a borrower traded in the secondary market at 84.33 cents-on-
the-dollar during the week ended Friday, Jan. 27, 2012, an
increase of 1.21 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 425 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Jan.
28, 2018, and carries Moody's B3 rating and Standard & Poor's B
rating.  The loan is one of the biggest gainers and losers among
155 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

The Company also reported a net loss of $471.30 million on $6.66
billion of net revenues for the nine months ended Sept. 30, 2011,
compared with a net loss of $629.30 million on $6.69 billion of
net revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $28.86
billion in total assets, $27.62 billion in total liabilities, $36
million in redeemable non-controlling interests, and $1.20 billion
total stockholders' equity.

                          *     *      *

Harrah's announced its re-branding to Caesar's on mid-November
2010.  Harrah's carries 'Caa3' long term corporate family and
probability of default ratings, with 'positive' outlook, from
Moody's Investors Service.  It has a 'B-' issuer credit rating,
with 'stable' outlook, from Standard & Poor's.

"The 'B-' corporate credit rating reflects Caesars' very weak
credit measures and our belief that prospects for a meaningful
rebound in net revenues and EBITDA in 2011 do not seem promising
given the current economic outlook," said Standard & Poor's credit
analyst Ben Bubeck in May 2011.  "While several actions taken by
management have positioned the company with a moderate covenant
cushion and very limited debt maturities over the next few years,
Caesars' capacity to continue to fund operational and capital
spending needs and meet debt service obligations relies on
meaningful growth in cash flow generation over the next few
years."

As reported by the TCR on March 3, 2011, Moody's Investors Service
upgraded Caesars Entertainment's Corporate Family ratings and
Probability of Default ratings to Caa2.  CET's Caa2 Corporate
Family Ratings reflect very high leverage, weak interest coverage,
the company's debt financed growth strategy, and Moody's view that
the company's current capital structure in unsustainable in the
long-term.  The ratings reflect Moody's expectation that gaming
demand will rebound very slowly over the next several years.
However, in the absence of a material de-leveraging transaction,
Moody's do not expect the company's capital structure to improve
materially over the next few years.  Additionally, given CEC's
weak credit profile, there is a possibility that the company could
again pursue transactions that will result in impairment of debt
holder claims as a means to improve its capital structure.


CARPENTER CONTRACTORS: Disclosures Hearing Adjourned Until Feb. 13
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
continued until Feb. 13, 2012, at 1:30 p.m., the hearing to
consider adequacy of the Disclosure Statement explaining Carpenter
Contractors of America, Inc., and CCA Midwest, Inc.'s Plan of
Reorganization.

As reported in the Troubled Company Reporter on Sept. 23, 2011,
the Plan contemplates the continuation of the Debtors' operations
after plan confirmation plan.  Donald L. Thiel will continue to
sit as chairman and president of the post-confirmation management
of Carpenter Contractors of America, Inc.  Kenneth B. Thiel will
retain his position as President of the post-confirmation
management of CCA Midwest, Inc.

The Plan of Reorganization and Disclosure Statement filed on
Aug. 31, 2011, provides that payments and distributions under the
Plan will be funded by the Debtors' current and ongoing business
operations.  In addition to the revenues generated by the business
operations of the Debtors, Donald L. Thiel has agreed to the
deferral of his unsecured claims in Class 3.6 which will result in
additional cash availability.

First American has agreed to provide the Debtors with a one year
$5,120,000 exit financing line of credit renewable annually for
3 years, and a $2,500,000 term note, repayable in 36 monthly
installments.

Donald and Judith Thiel have also agreed to provide the Debtors
with exit financing in the form of a $1,000,000 revolving line of
credit, repayable when the Debtors have available cash flow.

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

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

                   About Carpenter Contractors

Pompano Beach, Florida-based Carpenter Contractors of America,
Inc., dba R&D Thiel, provides carpentry services to builders of
new homes primarily in Illinois and Florida.  It also manufactures
building components and distributes construction materials in
Illinois, Florida, and North Carolina.

CCA Midwest Inc. provides carpentry services to builders of new
homes in Illinois.  It is a wholly-owned subsidiary of Carpenter
Contractors.

Carpenter Contractors and CCA Midwest filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Lead Case No. 10-42604) on
Oct. 25, 2010.  Chad P. Pugatch, Esq., and Christian Savio, Esq.,
at Rice Pugatch Robinson & Schiller, P.A., in Ft. Lauderdale, Fl.,
serve as the Debtors' bankruptcy counsel.  Attorneys at Shaw
Gussis Fishman Glantz Wolfson & Towbin LLC, serve as special
counsel.  GlassRatner Advisory & Capital Group, LLC, led by Thomas
Santoro, is the Debtors' financial advisor, and Scott L. Spencer,
CPA and Crowe Horwath, LLP. is the Debtors' accountant for audit
work.  Carpenter Contractors disclosed $42,900,573 in assets and
$25,861,652 in liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 21 notified the Court that until
further notice, he will not appoint a committee of creditors.


CALYPTE BIOMEDICAL: Incurs $242,000 Net Loss in Third Quarter
-------------------------------------------------------------
Calypte Biomedical Corporation filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $242,000 on $107,000 of product sales for the three
months ended Sept. 30, 2011, compared with net income of
$10.48 million on $124,000 of product sales for the same period
during the prior year.

The Company reported a net loss of $437,000 on $505,000 of product
sales for the nine months ended Sept. 30, 2011, compared with net
income of $9.25 million on $314,000 of product sales for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$2.09 million in total assets, $6.94 million in total liabilities,
and a $4.85 million total stockholders' deficit.

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

                        http://is.gd/4Jc5Q6

                     About Calypte Biomedical

Portland, Oregon-based Calypte Biomedical Corporation develops,
manufactures, and distributes in vitro diagnostic tests, primarily
for the diagnosis of Human Immunodeficiency Virus ("HIV")
infection.

Odenberg, Ullakko, Muranishi & Co. LLP, in San Francisco,
California, expressed substantial doubt about Calypte Biomedical's
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring operating losses and
negative cash flows from operations, and management believes that
the Company's cash resources will not be sufficient to sustain its
operations through 2011 without additional financing.

"At Dec. 31, 2010, and 2009, we had working capital deficits of
$3.5 million and $16.6 million, respectively, the Company said in
the filing.  "As of Dec. 31, 2009, the $11.6 million outstanding
under our Credit Facility and Convertible Notes was under default.
Our cash on hand and existing sources of cash are insufficient to
fund our cash needs over the next twelve months under our current
capital structure."

The Company recorded a gain on transfer of assets of $2.3 million
and a gain on restructuring of notes of $8.5 million in 2010,
absent in 2009.

                          Bankruptcy Warning

The Company does not have any long term agreement for capital
infusion at this point in time.  As the Company's cash flows from
its operating and investing activities are currently not adequate
to sustain its operations, if the Company is unable to raise
capital, the Company will likely be unable to continue its
operations.  Failure to obtain additional financing will likely
cause the Company to seek bankruptcy protection under Chapter 7 of
the U.S. Bankruptcy Code.


CENTURION PROPERTIES: Inks Deal Dismissing Centrum Parties' Claims
------------------------------------------------------------------
Centurion Properties III, LLC and SMI Group XIV, LLC ask the U.S.
Bankruptcy Court for the Eastern District of Washington to approve
a stipulation dismissing the claims asserted in the Bankruptcy
case and adversary proceeding.

The stipulation with Centrum Financial Services, Inc., Trident
Investments, Inc., Equity Funding LLC, and Derek Edmonds provides
for the dismissal with prejudice of the claims, except as to
Centrum's Proof of Claim No. 5-1, which has been assigned by
Centrum to SMI or to an entity designated by SMI.

Centrum Financial Investments, Inc. is represented by:

         John Hathaway, Esq.
         LAW OFFICES OF JOHN W. HATHAWAY PLLC
         701 5th Ave., Suite 4600
         Seattle, WA 98104
         Tel: (206) 624-7100
         E-mail: jhathaway@seanet.com

- and -

         Peter Ehrlichman, Esq.
         Todd S. Fairchild, Esq.
         DORSEY & WHITNEY LLP
         701 Fifth Avenue, Suite 6100
         Seattle, WA 98104
         Tel: (206) 903-8825
         E-mails: ehrlichman.peter@dorsey.com
                  fairchild.todd@dorsey.com

                    About Centurion Properties

Kennewick, Washington-based Centurion Properties III, LLC, was
established in 2006 for the sole purpose of acquiring real estate
project Battelle Leaseholds located in Richland, Washington.  Its
sole asset is its leasehold interests in the Battelle Memorial
Institute Campus and improvements, valued in excess of
$90 million.

CPIII filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Wash. Case No. 10-04024) on July 9, 2010.  John D. Munding, Esq.,
at Crumb & Munding, assists the Company in its restructuring
effort.  Dan. E. Gorczycki of Savills LLC serves as its finance
advisor.  The Company disclosed $98,907,255 in assets and
$115,334,775 in liabilities.

The Plan is premised upon CPIII's ability to obtain replacement
financing for its secured debt obligations within a fixed period
of time.  General unsecured claims will be paid in full, with
interest at 5% from the Effective Date, within 26 months of the
Initial Distribution Date and after all secured claims paid in
full.

The United States Trustee was unable to appoint a creditors
committee in the case.


CIENA CORP: S&P Affirms 'B' Corporate Rating; Outlook Negative
--------------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on
Linthicum, Md.?based communications networking provider Ciena
Corp. to stable from negative. "At the same time, we affirmed our
'B' corporate credit and senior unsecured ratings on the company,"
S&P said.

"The rating reflects our expectation that the company will sustain
positive operating trends and improve leverage metrics," said
Standard & Poor's credit analyst William Backus, "based on the
completion of the integration of Nortel's MEN business without
disruption to operations." "We expect that ongoing sales momentum
will be sustained and that free operating cash flows (FOCF) will
be positive in fiscal year 2012 despite a muted carrier capital
spending outlook for the year. We believe that adjusted EBITDA
generation in fiscal year 2012 will improve from the $89 million
we calculate for fiscal year 2011. We expect credit metrics to
improve throughout fiscal year 2012, reflecting an, improving
sales mix from increased switching equipment and software sales
and increasing operating leverage as expenses are held near
current levels."

"We view Ciena's business risk profile as 'weak', reflecting
highly volatile earnings due to cyclical telecom capital equipment
demand, high research and development (R&D) commitments, and a
highly competitive market with a number of much larger and better
resourced competitors. Offsetting these factors, the company
maintains the second-largest market share for optical transport
and switching equipment, with leading U.S. market share in the
emerging 40G/100G transport segment," S&P said.

"The MEN acquisition increased Ciena's scale and market share of
the optical networking equipment industry, and the company is
better positioned to benefit from an upgrade cycle in
telecommunication capital equipment," S&P said.

"The outlook is stable. The company has integrated the sizable
Nortel MEN business without disruption to operations and has
started to produce positive cash flows while maintaining adequate
liquidity. However, Ciena remains vulnerable to telecom capital
spending cycles, and liquidity remains a key rating
consideration," S&P said.

"We could lower the rating if the company's recent positive
revenue and cash flow momentum are reversed or if cash and liquid
investments decline below $400 million. Ciena's highly leveraged
financial profile currently limits a possible upgrade," S&P said.


CITIZENS REPUBLIC: Reports $18.2 Million Net Income in Q4
---------------------------------------------------------
Citizens Republic Bancorp reported net income of $18.24 million on
$99.33 million of total interest income for the three months ended
Dec. 31, 2011, compared with a net loss of $106.15 million on
$114.02 million of total interest income for the same period
during the prior year.

The Company also reported a net loss of $11.57 million on
$308.48 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $186.77 million on
$370.42 million of total interest income for the same period a
year ago.

The Company reported net income of $6.66 million on
$407.82 million of total interest income for the 12 months ended
Dec. 31 2011, compared with a net loss of $292.92 million on
$484.44 million of total interest income during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $9.46 billion
in total assets, $8.44 million in total liabilities, and
$1.02 billion in total shareholders' equity.

"2011 was a pivotal year for Citizens.  We successfully executed
on our strategies and returned to sustained profitability.  We
significantly improved the risk profile of the bank by reducing
problem assets and improving all of our credit metrics while
strengthening our capital levels," commented Cathleen Nash,
president and chief executive officer.

"Our strategic focus for 2012 is to continue to provide top tier
client service, prudently rebuild our loan portfolio, mitigate net
interest margin pressure, ensure reserve levels reflect our
improved risk profile and support loan growth, and continue to
report consistent profits," added Ms. Nash.

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

                        http://is.gd/NOaLL6

                      About Citizens Republic

Flint, Michigan-based Citizens Republic Bancorp, Inc., is a
diversified banking and financial services company that is
registered as a bank holding company under the Bank Holding
Company Act of 1956, as amended.  Citizens provides a full range
of banking and financial services to individuals and businesses
through its banking subsidiary, Citizens Bank.

                         *      *     *

As reported in the TCR on Feb. 8, 2011, Fitch Ratings downgraded
the long-term and short-term Issuer Default Ratings for Citizens
Republic Bancorp, Inc., and its principal banking subsidiaries to
'CCC/C' from 'B-/B', respectively.


CLAIRE'S STORES: Bank Debt Trades at 9% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 90.78 cents-
on-the-dollar during the week ended Friday, Jan. 27, 2012, an
increase of 2.22 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 275 basis points above
LIBOR to borrow under the facility.  The bank loan matures on May
29, 2014, and carries Moody's B3 rating and Standard & Poor's B
rating.  The loan is one of the biggest gainers and losers among
155 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                       About Claire's Stores

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

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

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

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


CLARE AT WATER: Files Amended Schedules of Assets and Liabilities
-----------------------------------------------------------------
The Clare at Water Tower filed with the U.S. Bankruptcy Court for
the Northern District of Illinois on Jan. 12, 2012, amended
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $47,537,779
  B. Personal Property            $9,240,892
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $232,804,159
  E. Creditors Holding
     Unsecured Priority
     Claims                                                 $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $88,943,472
                                 -----------       -----------
        TOTAL                    $56,778,671      $321,747,632

A copy of the Amended Schedules is available at no charge
at http://bankrupt.com/misc/clareatwater.doc171.pdf

The Debtors' Schedules of Assets and Liabilities, filed Dec. 16,
2011, disclosed $56,631,385 in assets and $314,167,822 in
liabilities.  A copy of the Dec. 16, 2011 Schedules is available
at no charge at http://bankrupt.com/misc/clareatwater.doc134.pdf

                 About The Clare at Water Tower

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

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

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


CLEAN BURN: Plan Outline Hearing Scheduled for March 6
------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North
Carolina will convene a hearing on March 6, 2012, at 10:00 a.m.,
to consider adequacy of the Disclosure Statement explaining Clean
Burn Fuels, LLC's Plan of Reorganization dated Dec. 28, 2011.
Objections, if any, are due Feb. 4.

The Debtors will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

According to the Disclosure Statement, the Plan contemplates that
the best disposition of the Debtor's estate would involve (i) the
appointment of a trustee pursuant to Section 1104 of the
Bankruptcy Code; (ii) the sale or collection of any remaining
property of the estate; and (ii) the pursuit of any causes of
action or claims which the trustee could assert pursuant to
Sections 541, 542, 544, 545, 546, 547, 548, 549, 550 or 553 of the
Bankruptcy Code, followed by the distribution of the cash proceeds
to creditors in accordance with the priorities established by the
Bankruptcy Code.  If confirmed, a claims review process regarding
Allowed Claims is anticipated to take approximately 180 days after
the Confirmation Date.

Under the Plan, holders of Allowed Priority Unsecured Claims will
be paid from available cash (in full or in regular installments,
depending on the amount of available cash), with interest at the
federal judgment rate in effect at the Petition Date and over a
period not exceeding five years from and after the Petition Date.

Holders of Allowed Unsecured Claims will be paid in cash, in full
or pro rata depending upon the amount of available cash, after
payment in full of all Allowed Administrative Claims, Priority Tax
Claims, Priority Unsecured Claims, and Secured Claims, in one or
more distributions after the Effective Date upon the realization
of available cash and as determined by the trustee from time to
time.  No postpetition interest will be paid on any Allowed
Unsecured Claims unless all Allowed Claims have been paid in full.

Pursuant to the Cape Fear Order, Cape Fear will have a
subordinated Allowed Unsecured Claim in the amount of $30,000,000
which will be paid in cash, in full or in part depending upon the
amount of available cash, after payment in full of all other
Allowed Claims, and in one or more distributions after the
Effective Date upon the realization of available cash.

Under the Plan, the existing Equity Interests will be terminated
and holders of these interests will receive no distribution unless
and until all allowed claims are paid in full, plus interest as
provided herein.

At or before the Confirmation Date, the Bankruptcy Court will
appoint Sarah A. Conti or a similarly qualified individual as
Trustee pursuant to Section 1104 of the Bankruptcy Code.

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

                         About Clean Burn

Founded in 2005, Clean Burn Fuels LLC is the first company to
produce ethanol in North Carolina.  It completed the construction
of its ethanol plant in August 2010 and started producing and
selling ethanol and dried distillers grains with solubles (DDGS)
shortly thereafter.

Clean Burn filed for Chapter 11 bankruptcy protection (Bankr.
M.D.N.C. Case No. 11-80562) on April 3, 2011.  John A. Northen,
Esq., at Northen Blue, L.L.P., in Chapel Hill, N.C., represents
the Debtor.  Anderson Bauman Tourtellot Vos & Co. serves as
financial consultant and chief restructuring officer.  Smith,
Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP serves as
special counsel to assist the Debtor in its state court litigation
matters, including various lawsuits pending in Hoke County, North
Carolina. The Debtor disclosed $79,516,062 in assets and
$79,218,681 in liabilities as of the Chapter 11 filing.

Charles M. Ivey, Esq., at Ivey McClellan Gatton, in Greensboro,
N.C., represents the Creditors' Committee as counsel.

Since the petition date, the Debtor has not operated its ethanol
plant.


CLEAN TRANSPORTATION: Has $191,542 Restated Loss in Q2 2011
-----------------------------------------------------------
Clean Transportation Group, Inc., filed on Jan. 27, 2012,
Amendment No. 2 to its quarterly report on Form 10-Q for the
quarter ended June 30, 2011, originally filed with the Securities
and Exchange Commission on Aug. 22, 2011, for the primary purpose
of adjusting the amount of goodwill recognized in the consolidated
financial statements of the Company at June 30, 2011, based on a
closer assessment of the fair value of the acquisition transaction
with Engine Clean Solutions, from US$1,561,327 to US$608,724.

In addition, the value of shares issued for conversion of debt was
revised from $0.50 per share to $0.10 per share, which more
closely represents the fair value at the date of the transaction
resulting in a conversion of US$28,443 of debt rather than
US$142,217 previously recognized.

The Company reported a net loss of US$191,542 on US$49,745 of
sales for the three months ended June 30, 2011, compared with a
net loss of US$12,133 on US$0 sales for the same period of 2010.

For the six months ended June 30, 2011, the Company incurred a net
loss of US$210,462 on US$49,745 of sales, compared with a net loss
of US$27,957 on US$0 of sales for the corresponding period of
2010.

The Company's balance sheet at June 30, 2011, showed
US$1.2 million in total assets, US$733,743 in total liabilities,
and stockholders' equity of US$423,121.

"The Company has sustained recurring losses, has accumulated
deficit and a deficit in working capital," the Company said in the
filing.  "This raises substantial doubt about the Company's
ability to continue as a going concern."

A complete text of the Form 10-Q/A is available for free at:

                       http://is.gd/WOx6aC

Headquartered in Vancouver, Canada, Clean Transportation Group,
Inc., was organized Aug. 23, 1978, under the laws of the State of
Utah as Price Card & Gift, Inc.  On June 27, 2008, the Company
changed its name to Quintana Gold Resources Corp. and on April 18,
2011, the Company amended its articles of incorporation changing
the name to Clean Transportation Group, Inc.  The Company receives
revenues from the sale of fuel cleaning systems.


CLEARWIRE CORP: Completes $300-Mil. Senior Secured Notes Offering
-----------------------------------------------------------------
Clearwire Corporation announced the completion of the offering by
its operating subsidiary, Clearwire Communications LLC, of $300.0
million aggregate principal amount of 14.75% first-priority senior
secured notes due 2016 at an issue price of 100%.

As previously announced, the Company intends to use the net
proceeds of the offering for the deployment of mobile 4G LTE
technology alongside the mobile 4G WiMAX technology currently on
its network and for the operation and maintenance of its networks
and for general corporate purposes.

The Notes were issued in a private offering that is exempt from
the registration requirements of the Securities Act of 1933, as
amended, to qualified institutional buyers in accordance with Rule
144A and to persons outside the U.S. pursuant to Regulation S
under the Securities Act.  The Notes have not been registered
under the Securities Act or any state or other securities laws and
may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

                    About Clearwire Corporation

Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR)
-- http://www.clearwire.com/-- through its operating
subsidiaries, is a leading provider of wireless broadband
services.  Clearwire's 4G mobile broadband network serves 68
markets, including New York City, Los Angeles, Chicago, Dallas,
Philadelphia, Houston, Miami, Washington, D.C., Atlanta and
Boston.

The Company reported a net loss of $2.30 billion on
$556.82 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $1.25 billion on $274.46 million of
revenue during the prior year.

The Company also reported a net loss attributable to Clearwire
Corporation of $480.48 million on $891.59 million of revenue for
the nine months ended Sept. 30, 2011, compared with a net loss
attributable to Clearwire of $359.42 million on $359.95 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $8.76
billion in total assets, $5.15 billion in total liabilities and
$3.61 billion in total stockholders' equity.

                         *     *     *

As reported by the TCR on Nov. 25, 2011, Standard & Poor's Ratings
Services lowered its corporate credit and senior secured first-
lien issue-level ratings on Bellevue, Wash.-based wireless
provider Clearwire Corp. to 'CCC' from 'CCC+'.

"The downgrade reflects our concerns that the company may choose
to skip its $237 million of interest payments due on Dec. 1,
2011," explained Standard & Poor's credit analyst Allyn Arden.
"With about $698 million of cash on the balance sheet, Clearwire
has sufficient funds to pay the remaining interest expense due in
2011, although Standard & Poor's believes that it would still have
to raise significant capital to maintain operations in 2012
despite the cost-reduction measures it has already achieved.  If
Clearwire elected to make the interest payment, we believe that it
would exit 2011 with around $350 million to $400 million in cash,
which assumes less than $100 million of capital expenditures and
EBITDA losses.  We do not believe that this cash balance will be
sufficient to cover free operating cash flow (FOCF) losses and
a Long-Term Evolution (LTE) wireless network overlay in 2012 and
that the company will require additional funding during the year."


CONGRESS BUILDING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Congress Building II, LLC
        100 East 7th Street, Suite 401
        Kansas City, MO 64106

Bankruptcy Case No.: 12-40257

Chapter 11 Petition Date: January 25, 2012

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

Judge: Jerry W. Venters

Debtor's Counsel: Jeffrey A. Deines, Esq.
                  LENTZ CLARK DEINES, PA
                  9260 Glenwood
                  Overland Park, KS 66212
                  Tel: (913) 648-0600
                  Fax: (913) 648-0664
                  E-mail: lclaw@lcdlaw.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 largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Richard C. Watkins, manager.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Congress Building I                   12-40205            01/20/12


COYOTES HOCKEY: NHL's Asking Price Blamed for Sale Delay
--------------------------------------------------------
Phoenix Business Journal reports that The Phoenix Coyotes' long
ownership saga persists, and one of the factors delaying a sale
has been the National Hockey League's asking price for the team.

The NHL bought the Coyotes out of Chapter 11 bankruptcy in 2009
for $140 million.  The league's asking price has been pegged at
$170 million.  According to the report, that figure might have to
come down to get a deal done.

The report says the city of Glendale needs to work out a lease
deal for Jobing.com Arena for a new owner, and that has also been
a fly in the ointment.  But Glendale Mayor Elaine Scruggs this
time blames the NHL.

The report adds Glendale paid the NHL $25 million after last
season to cover the Coyotes' losses and operate the team and
arena.  The city is slated to do the same after this season if a
sale isn't completed.  Former San Jose Sharks CEO Greg Jamison is
looking at buying the Coyotes, as is Chicago White Sox and Bulls
owner Jerry Reinsdorf.  But either those deals would need to
overcome the sales price and lease issues.

                        About Coyotes Hockey

Dewey Ranch Hockey LLC, Arena Management Group, LLC, Coyotes
Holdings, LLC, and Coyotes Hockey, LLC -- owners and affiliates of
the Phoenix Coyotes National Hockey League team -- filed for
Chapter 11 protection (Bankr. D. Ariz. Case No. 09-09488) on
May 5, 2009.  The Debtors were represented by Squire, Sanders &
Dempsey, LLP, in Phoenix, and estimated their assets and debts to
be between $100 million and $500 million.

In the third quarter of 2009, Judge Redfield T. Baum approved the
sale of the Phoenix Coyotes to the National Hockey League, which
acquired the team to quash a plan by Research-In-Motion founder
Jim Balsillie to move the team to Ontario, Canada.  Coyotes was
sent to Chapter 11 to effectuate a sale by owner Jerry Moyes to
Mr. Balsillie.  The NHL acquired the team for $140 million in
October 2009 and said it wants to sell the team for $170 million.

The city of Glendale, Arizona, owns Jobing.com Arena, where the
team plays.

In September 2010, the Bankruptcy Court rejected a motion to
impose a trustee or convert the case to a Chapter 7 liquidation.


CRYSTALLEX INTERNATIONAL: Ontario Court Extends Stay to March 23
----------------------------------------------------------------
Crystallex International Corporation announced Thursday an update
regarding activities since obtaining an initial order from the
Ontario Superior Court of Justice (Commercial List) for protection
under the Companies' Creditors Arrangement Act (Canada) ("CCAA"),
dated Dec. 23, 2011.  The order grants Crystallex CCAA protection
until January 21.

Under the order, proceedings by creditors or others cannot be
continued or commenced without the consent of the Company and
Ernst & Young Inc. (the Monitor) or leave of the Court.  On
Jan. 20, 2012, the Court extended the stay until March 23, 2012.
At the same time, the Court approved the terms of an interim
bridge loan for Crystallex in the amount of US$3.125 million.  The
bridge loan is a secured, short term loan, due the earlier of
April 16, 2012, or the first draw on a debtor-in-possession
("DIP") financing facility, and is intended to provide the Company
with working capital while it continues to pursue DIP financing
and progress its arbitration claim.

Crystallex has also commenced a proceeding under Chapter 15 of the
United States Bankruptcy Code in the U.S. Bankruptcy Court for the
District of Delaware in order to ensure that relevant CCAA orders
are enforced in the United States.  The Bankruptcy Court has
recognized Crystallex's CCAA proceeding as well as the initial
order and subsequent stay extension of the Ontario Superior Court
of Justice.

Crystallex Arbitration against Venezuela

At an initial hearing on Dec. 1, 2011, the arbitral tribunal
appointed under the rules of the Additional Facility of the
International Centre for the Settlement of Investment Disputes
("ICSID") in respect of the Company's arbitration claim agreed
upon a schedule of written submissions and set the final oral
hearing date.  Based upon the schedule set for the claim,
Crystallex is obligated to file its first written submission with
ICSID on Feb. 10, 2012, and Venezuela's first written submission
is due to be filed on Aug. 31, 2012.  Both parties will file
additional submissions in 2013, Crystallex on Jan. 18, 2013, and
Venezuela on June 10, 2013, with the final oral hearing set for
Nov. 11-22, 2013. in Washington, D.C.

About Crystallex

Crystallex International Corporation is a Canadian based mining
company, with a focus on acquiring, exploring, developing and
operating mining projects.  Crystallex has successfully operated
an open pit mine in Uruguay and developed and operated three gold
mines in Venezuela.  The Company's principal asset is its
international claim in relation to its investment in the Las
Cristinas gold project located in Bolivar State, Venezuela.

On Dec. 23, 2011, announced that it obtained an order from the
Ontario Superior Court of Justice (Commercial List) for protection
under the Companies' Creditors Arrangement Act (Canada) (CCAA).
Ernst & Young Inc. was appointed monitor under the order.

Crystallex has also commenced a proceeding under Chapter 15 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware in order to ensure that relevant CCAA orders are enforced
in the United States.  The Bankruptcy Court has recognized
Crystallex's CCAA proceeding as well as the initial order and
subsequent stay extension of the Ontario Superior Court of
Justice.

The Company reported a net loss of US$33.7 million for the nine
months ended Sept. 30, 2011, compared with a net loss of
US$27.7 million for the same period in 2010.

The Company reported losses from continuing operations of
US$22.0 million and US$14.5 million for the nine months Sept. 30,
2011, and 2010, respectively.

Following the Government of Venezuela's unilateral cancellation of
the Las Cristinas Mine Operating Contract (the "MOC") on Feb. 3,
2011, the Company filed for arbitration before ICSID's Additional
Facility and commenced the process of handing the Las Cristinas
project back to the Government of Venezuela.  The handover to the
Government of Venezuela was completed on April 5, 2011, upon
receipt of a certificate of delivery from the Corporacion
Venezolana de Guayana (the "CVG").  As a result, the Company has
determined that its operations in Venezuela should be accounted
for as a discontinued operation.

The Company reported losses from discontinued operations of
US$11.7 million and US$13.1 million for the nine months ended
Sept. 30, 2011, respectively.

The Company's balance sheet at Sept. 30, 2011, showed
US$19.8 million in total assets, US$115.17 million in total
liabilities and a stockholders' deficit of US$95.3 million.


CUI GLOBAL: Common Stock to Trade on NASDAQ Stock Market
--------------------------------------------------------
CUI Global, Inc., filed a Form 8-A with the U.S. Securities and
Exchange Commission in connection with the listing of the
Company's common stock on The NASDAQ Stock Market LLC.  The Common
Stock is presently quoted on the OTC Bulletin Board.  Upon
commencement of trading of the Common Stock on The NASDAQ Stock
Market LLC, the Company will no longer be eligible to have its
Common Stock quoted on the OTCBB.

                         About CUI Global

Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx,
Inc., is a platform company dedicated to maximizing shareholder
value through the acquisition, development and commercialization
of new, innovative technologies.

The Company reported a net loss of $7.5 million on $40.9 million
of revenues for 2010, compared with a net loss of $16.0 million on
$28.9 million of revenues for 2009.

The Company also reported consolidated net profit of $177,961 on
$30.14 million of total revenue for the nine months ended
Sept. 30, 2011, compared with a consolidated net loss of $3.41
million on $26.28 million of total revenue for the same period a
year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$32.78 million in total assets, $20.07 million in total
liabilities, and $12.70 million in total stockholders' equity.

As reported by the TCR on April 8, 2011, Webb & Company, in
Boynton Beach, Florida, expressed substantial doubt about CUI
Global's ability to continue as a going concern.  The independent
auditors noted that the Company has a net loss of $7,015,896, a
working capital deficiency of $675,936 and an accumulated deficit
of $73,596,738 at Dec. 31, 2010.


CUSHING MANUFACTURING: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------------
Michael Schwartz at Richmond Bizsense reports that Cushing
Manufacturing & Equipment Co. sought Chapter 11 bankruptcy
protection on Jan. 23, 2012.  The Company listed both assets and
debts between $1 million and $10 million.

The report says the company hasn't yet filed a list of specific
creditors.

According to the report, owner Ross Jennings wouldn't say what
exactly led to the bankruptcy.  But Mr. Jennings, who co-owns the
company with his brother Randy, said a plan to work things out is
in motion.  Mr. Jennings added that the recession had an effect on
the company but was only a small factor in the bankruptcy.

The report notes Kevin Lake of McDonald, Sutton & DuVal,
represents the Company.

Founded in 1957, Cushing Manufacturing & Equipment Co. makes
custom metal fabrication, including making various metal shelters.
The company has 20 employees and is headquartered in a 60,000-
square-foot facility.


DAVID'S BRIDAL: S&P Affirms 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Conshohocken, Pa.-based David's Bridal Inc.
(DBI). The outlook is stable.

"At the same time, we raised our issue-level rating on the
company's $340 million term loan B due 2014 to 'B+' from 'B'. We
also revised the recovery rating on the debt to '2' from '3'. The
'2' recovery rating indicates our expectation of substantial (70%-
90%) recovery for term loan B lenders in the event of a payment
default. We do not rate the company's asset-based loan (ABL) or
senior subordinated notes," S&P said.

"The speculative-grade ratings on DBI reflect our business risk
profile assessment of 'weak' and financial risk profile assessment
of 'highly leveraged'," said Standard & Poor' credit analyst Brian
Milligan. "The financial risk assessment incorporates our forecast
for credit ratios to remain deep within levels indicative of a
highly leveraged financial risk profile, and for management's
financial policies to remain very aggressive. According to our
criteria, we treat the preferred stock as debt in calculating
credit ratios. Because of the leveraged buyout (LBO)
considerations that Leonard Greene's ownership of DBI creates, we
view this security as a means for extracting cash, and we would
anticipate the replacement of the preferred stock with debt upon a
change in control. We forecast the ratio of adjusted total debt to
EBITDA will remain near 10x, funds from operations (FFO) to total
debt will remain near 9%, and EBITDA coverage of interest will
remain near 1x for the foreseeable future. The exclusion of the
preferred stock would reduce total debt to EBITDA by about 3.5x,
increase FFO to total debt by about 5%, and increase EBITDA
coverage of interest by about 1.0x. The improved credit ratios
would still be indicative of a highly leveraged financial risk
profile, though."

"Our business risk assessment incorporates our analysis that the
company has a narrow business focus in the highly competitive and
fragmented bridal specialty retail market. Our assessment also
identifies risks associated with recent trends of fewer marriages
and less money spent on weddings in the U.S. Positive aspects to
our business risk assessment include the company's recognized
brand name in the U.S. bridal specialty retail market," S&P said.

"The stable outlook on DBI reflects our expectation for the
company's credit ratios to remain deep within levels indicative of
a highly leveraged financial risk profile. It also reflects our
belief that the business risk profile assessment of weak will
remain appropriate over the outlook period. The principal factors
supporting our business risk assessment include the company's
narrow business focus and its geographic concentration in the
U.S.," S&P said.

"We could consider a downgrade or negative outlook if operating
performance significantly deteriorates, likely the result of
increased competitive pressure or weaker retail conditions.
Specifically, this would result in adjusted leverage increasing
above 11.5x. Based on third-quarter fiscal 2011 results, EBITDA
must decline more than 15% or debt must increase by about $225
million for adjusted leverage to rise that high," S&P said.

"While unlikely over the near term, we could consider an upgrade
or positive outlook if operating performance exceeds our current
forecast, resulting in adjusted leverage approaching 8.5x. Based
on third-quarter fiscal 2011 results, EBITDA growth of 12% or debt
reduction of $120 million is necessary for adjusted leverage to do
so," S&P said.


DEEP DOWN: Goldman Capital Discloses 6.5% Equity Stake
------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Goldman Capital Management Inc. disclosed that, as of
Jan. 24, 2012, it beneficially owns 13,411,034 shares of common
stock of Deep Down Inc. representing 6.5% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/zKLRQq

                          About Deep Down

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

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

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

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

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


DENNY'S CORP: Wells Fargo Discloses 7.4% Equity Stake
-----------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Wells Fargo & Company disclosed that, as of Dec. 31,
2011, it beneficially owns 7,190,151 shares of common stock of
Denny's Corporation representing 7.46% of the shares outstanding.
A full-text copy of the filing is available at http://is.gd/6Eabqp

                     About Denny's Corporation

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

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

                           *     *     *

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


DEX MEDIA EAST: Bank Debt Trades at 54% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 46.33 cents-on-
the-dollar during the week ended Friday, Jan. 27, 2012, an
increase of 0.73 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 250 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Oct.
24, 2014.  The loan is one of the biggest gainers and losers among
155 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

               About R.H. Donnelley & Dex Media East

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

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

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


DEX MEDIA WEST: Bank Debt Trades at 44% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 56.33 cents-on-
the-dollar during the week ended Friday, Jan. 27, 2012, an
increase of 0.83 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 450 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Oct.
24, 2014, and carries Standard & Poor's CCC rating.  The loan is
one of the biggest gainers and losers among 155 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                       About Dex Media West

Dex Media West LLC is a subsidiary of Dex Media West, Inc., and an
indirect wholly owned subsidiary of Dex Media, Inc.  Dex Media is
a direct wholly owned subsidiary of R.H. Donnelley Corporation.
Dex Media West is the exclusive publisher of the official yellow
pages and white pages directories for Qwest Corporation, the local
exchange carrier of Qwest Communications International, Inc., in
Arizona, Idaho, Montana, Oregon, Utah, Washington, and Wyoming.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media, Inc., filed for
Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09-
11852) on May 28, 2009, after missing a $55 million interest
payment on its senior unsecured notes due April 15, 2009.  James
F. Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois, served as lead bankruptcy counsel to
the Debtors.  Attorneys at Young, Conaway, Stargatt & Taylor LLP,
in Wilmington, Delaware, served as local counsel.  Deloitte
Financial Advisory Services LLP was the financial advisor and
Lazard Freres & Co. LLC was the investment banker.  The Garden
City Group, Inc., was claims and noticing agent.  The Official
Committee of Unsecured Creditors tapped Ropes & Gray LLP as its
counsel, Cozen O'Connor as Delaware bankruptcy co-counsel, J.H.
Cohn LLP as its financial advisor and forensic accountant, and The
Blackstone Group, LP, as its financial and restructuring advisor.

The Debtors emerged from Chapter 11 bankruptcy proceedings at the
end of January 2010.


DRINKS AMERICAS: Issues 9.9 Million Common Shares to Worldwide
--------------------------------------------------------------
As reported on the current report on Form 8-K of Drinks Americas
Holdings, Ltd., as filed with the Securities and Exchange
Commission on Jan. 25, 2012, the Company issued a certain number
of shares of the Company's common stock.  The Original Report is
amended solely to correct a misstated number of shares.  The
Original Report was amended by replacing the sentence, reading
"4,175,348 shares, representing the 49% allocation of the
Resulting Ownership, were issued to Worldwide", with the corrected
sentence, reading "9,929,602 shares, representing the 49%
allocation of the Resulting Ownership, were issued to Worldwide."

                      About Drinks Americas

Headquartered in Wilton, Conn., Drinks Americas Holdings, Ltd. --
http://www.drinksamericas.com/-- through its majority-owned
subsidiaries, Drinks Americas, Inc., Drinks Global, LLC, D.T.
Drinks, LLC, and Olifant U.S.A Inc., imports, distributes and
markets unique premium wine and spirits and alcoholic beverages
associated with icon entertainers, celebrities and destinations,
to beverage wholesalers throughout the United States.

The Company reported a net loss of $4.58 million on $497,453 of
net sales for the year ended April 30, 2011, compared with a net
loss of $5.61 million on $890,380 of net sales during the prior
year.

Bernstein & Pinchuk, in New York, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
significant losses from operations since its inception and has a
working capital deficiency.

The Company's balance sheet at Oct. 31, 2011, showed $2.52 million
in total assets, $5.35 million in total liabilities, and a
$2.83 million total stockholders' deficiency.


DYNEGY INC: Court Sets Feb. 24, 2012 Claims Bar Date
----------------------------------------------------
The Bankruptcy Court presiding the Chapter 11 cases of Dynegy
Holdings LLC and its affiliates has established:

  * February 24, 2012 at 5:00 p.m. (prevailing Eastern Time) as
    the deadline for each person or entity to file proofs of
    claim based on prepetition claims against the Debtors; and

  * May 7, 2012 at 5:00 p.m. (prevailing Eastern Time) as the
    deadline for governmental units, to file Proofs of Claim
    against the Debtors.

All persons and entities who hold a claim against a Debtor that
arose on or prior to the November 7, 2011 Petition Date, and who
desire to share in any distribution made in the Chapter 11 cases,
must file a written proof of the claim on or before the
applicable Bar Date, in accordance with the Court's Order.

The Debtors proposed Feb. 22, 2012 at 5:00 p.m. (prevailing
Eastern Time) as the deadline for each person or entity to file
proofs of claim based on prepetition claims against the Debtors.
For governmental units, the Debtors proposd to establish May 7,
2012, as the deadline for filing claims.

All persons and entities who hold a claim against a Debtor that
arose on or prior to November 7, 2011, and who desire to share in
any distribution made in the Chapter 11 cases, must file a
written proof of that claim on or before the applicable bar date.

Original Proofs of Claim must be filed either by U.S. Postal
Service mail or overnight delivery to the official noticing and
claims agent in the Chapter 11 cases, Epiq Bankruptcy Solutions,
LLC, or by delivering the original Proof of Claim by hand to the
Bankruptcy Court.

Neither Epiq nor the Bankruptcy Court is to be required to accept
Proofs of Claim sent by facsimile, telecopy, or electronic mail
transmission.

These persons are not required to file a Proof of Claim on or
before the applicable Bar Date:

  (a) any person or entity whose claim is listed on the Debtors'
      schedules of assets and liabilities and schedules of
      executory contracts and unexpired leases and whose and (i)
      whose claim is not described as "disputed," "contingent,"
      or "unliquidated," and (ii) who does not dispute the
      amount or nature of the claim set forth in the Schedules;

  (b) any person or entity that has already been paid in full by
      the Debtors;

  (c) any holder of an equity interest in the Debtors need not
      file a proof of interest with respect to the ownership of
      the equity interest at this time; provided

  (d) any person or entity that holds a claim that has been
      allowed by an order of the Bankruptcy Court entered on or
      before the applicable Bar Date; that any holder of an
      equity interest who wishes to assert a claim against the
      Debtors (as opposed to ownership interests) must submit a
      Proof of Claim asserting that claim on or prior to the
      applicable Bar Date pursuant to the proposed claims filing
      procedures;

  (e) any holder of a claim for which a separate deadline and
      procedure for setting forth that claim has been fixed by
      the Bankruptcy Court;

  (f) any holder of a claim who has already properly filed a
      Proof of Claim with the Clerk of the Court or Debtors'
      Court-approved claims agent, Epiq, against the Debtors
      utilizing a claim form which substantially conforms to the
      Proof of Claim Form;

  (g) any person or entity that asserts a claim under Sections
      503(b) or 507(a) of the Bankruptcy Code as an expense of
      administration of the Debtors' estates, except any holder
      of a claim arising under Section 503(b)(9), which claim
      must be asserted by filing a Proof of Claim on or prior to
      the applicable Bar Date;

  (h) any person or entity whose claim is limited exclusively to
      the repayment of principal, interest, and other fees and
      expenses on or under any agreements governing any debt
      security issued by any of the Debtors pursuant to an
      indenture if the indenture trustee or similar fiduciary
      under the applicable indenture files a Proof of Claim
      against the applicable Debtor, on or before the Bar Date,
      on account of all holders of Debt Claims under the
      applicable debt instruments; provided that any holder of a
      Debt Claim wishing to assert a claim arising out of or
      relating to a debt instrument, other than a Debt Claim,
      will be required to file a Proof of Claim with respect to
      that claim on or before the Bar Date, unless another
      exception applies; and

  (i) any Debtor having a claim against another Debtor or any
      non-Debtor affiliate of the Debtors having a claim against
      any of the Debtors; provided that the Debtors agree to
      provide the Official Committee of Unsecured Creditors with
      information reasonably requested by the Committee for the
      Committee to assess the existence or validity of any
      claims of non-debtor affiliates against any of the Debtors
      and whether the Committee has a basis for objecting to
      those claims.

Any person or entity that holds a claim that arises from the
rejection of an executory contract or unexpired lease must file a
Proof of Claim by the later of (a) the applicable Bar Date and
(b) 30 days after the date of notice of rejection provided by the
Debtors unless the order approving rejection provides otherwise.

                        About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
estimated $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


DYNEGY INC: Committee Wins OK to Hire Blackstone as Advisor
-----------------------------------------------------------
Pursuant to Sections 328(a) and 1103 of the Bankruptcy Code, the
Bankruptcy Court has authorized the Official Committee of
Unsecured Creditors to retain Blackstone Advisory Partners L.P. as
Financial Advisor nunc pro tunc to November 18, 2011.

The Court ruled that Blackstone's monthly fees and "Restructuring
Fee" will be subject to the standard of review set forth in
Section 328(a) of the Bankruptcy Code and will not be subject to
the standard of review set in Section 330 of the Bankruptcy Code;
provided that the U.S. Trustee will be entitled to object to, and
whether or not any objection is filed, the Court retains the
power to review, applications by Blackstone for payment of the
Monthly Fee and Restructuring Fee.

The Debtors told the Court they have no objection to the
Committee's retention of Blackstone as its financial advisor.
However, the Debtors point out that, given the circumstances of
their "pre-negotiated" Chapter 11 Cases, they believe Blackstone's
$3.75 million restructuring fee should be subject to review by the
Debtors under Section 330 of the Bankruptcy Code.

The Committee responded that the proposed compensation structure,
including the restructuring fee, is fair and reasonable and well
within the "market" rate for services of the type Blackstone will
be providing to the Committee.

In its application, the Committee said that Blackstone is expected
to provide these services:

  (a) assist in the evaluation of the Debtors' businesses and
      prospects;

  (b) analyze the Debtors' long-term business plan and related
      financial projections;

  (c) evaluate the Debtors' financial liquidity, debt capacity
      and capital structure and evaluate alternatives to improve
      such liquidity;

  (d) assist in the development of financial data and
      presentations to the Committee;

  (e) value any consideration offered by either the Debtors or
      Dynegy to unsecured creditors of the Debtors in connection
      with a Restructuring;

  (f) analyze various restructuring scenarios and the potential
      impact of these scenarios on recoveries for Unsecured
      Creditors;

  (g) participate in negotiations among the Committee, the
      Debtors, Dynegy and its other creditors, suppliers,
      lessors and other interested parties;

  (h) assist in evaluating the treatment of leases by the
      Debtors;

  (i) provide expert witness testimony concerning any of the
      subjects encompassed by the other financial advisory
      services, if requested by the Committee; and

  (j) provide other advisory services as are customarily
      provided in connection with the analysis and negotiation
      of a Restructuring, as requested and mutually agreed.

As consideration for Blackstone's services, the Committee sought
approval of this fee structure:

  (a) a monthly advisory fee (the "Monthly Fee") in the amount
      of $150,000 in cash, with the first Monthly Fee payable
      upon the execution of the Engagement Letter by both
      parties and additional installments of such Monthly Fee
      payable in advance on each monthly anniversary of the
      Effective Date.  Half of all Monthly Fees beginning with
      the seventh Monthly Fee payment will be credited against
      the Restructuring Fee;

  (b) a Restructuring Fee equal to $3,750,000.  Except as
      otherwise provided in the Engagement Letter, a
      Restructuring will be deemed to have been completed upon
      the confirmation of a plan pursuant to an order of the
      Bankruptcy Court, or in the case of a sale or other
      disposition of substantially all of the assets of the
      Debtors, upon an order of the Bankruptcy Court approving
      the sale or other disposition. The Restructuring Fee will
      be earned on completion of a Restructuring and will be
      payable, in cash, on the consummation of a Restructuring;
      and

  (c) reimbursement of all reasonable out-of-pocket expenses
      incurred during this engagement, including, but not
      limited to, travel and lodging, direct identifiable data
      processing, document production, publishing services and
      communication charges, courier services, working meals,
      and the reasonable fees and expenses of the Advisor's
      counsel and other necessary expenditures, payable upon
      rendition of invoices setting forth in reasonable detail
      the nature and amount of the expenses.

Michael Genereax, a senior managing director of Blackstone
Advisory, assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                        About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
estimated $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


DYNEGY INC: Examiner Proposes Quinn Emanuel as Counsel
------------------------------------------------------
Susheel Kirpalani, Esq., the Chapter 11 examiner for Dynegy
Holdings, LLC and its Debtor affiliates, ask the Court for
authority to retain Quinn Emanuel Urquhart & Sullivan LLP as
counsel nunc pro tunc to January 12, 2012, to represent him and
perform services for him in connection with carrying out his
fiduciary duties and responsibilities under the Bankruptcy Code,
consistent with Section 1106 of the Bankruptcy Code.

The Examiner anticipates that in connection with his
investigation, Quinn Emanuel will provide these services, among
others:

  a. take all necessary actions to assist and advise the
     Examiner in the discharge of his duties and
     responsibilities under the Examiner Order and the
     Bankruptcy Code;

  b. prepare on behalf of the Examiner motions, applications,
     notices, answers, orders and documents necessary in the
     discharge of the Examiner's duties;

  c. represent the Examiner at all hearings and other
     proceedings before this Court, any appellate courts, and
     the United States Trustee; and, advocate and protect the
     interests of the Examiner before such courts;

  d. analyze and advise the Examiner regarding any legal issues
     that arise in connection with the investigation;

  e. assist with interviews and examinations in connection with
     the Investigation;

  f. perform all other necessary legal services on behalf of the
     Examiner in connection with the Chapter 11 Cases; and

  g. assist the Examiner in undertaking additional tasks that
     the Court may direct.

The Examiner asks that all fees and related costs and expenses
incurred by Quinn Emanuel be paid as administrative expenses of
the estate pursuant to Sections 330(a), 503(b) and 507(a)(1) of
the Bankruptcy Code.

Quinn Emanuel's standard hourly rates, which are based upon the
professionals' level of experience, range from $810 to $1075 for
partners, $760 to $900 for counsel, $430 to $750 for associates,
and $290 to $350 for paralegals and professional staff.  If
retention of Quinn Emanuel is approved by the Court, the firm
will provide a discount of 10% on the rates of any professionals
and paraprofessionals that incur time on the engagement.  The
firm will also be reimbursed for necessary out-of-pocket
expenses.

The Examiner is a member of Quinn Emanuel.  He assures the Court
that he and his firm is each a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

                        About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
estimated $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


DYNEGY INC: Examiner Proposes Zolfo Cooper as Advisor
-----------------------------------------------------
Susheel Kirpalani, Esq., the Chapter 11 examiner for Dynegy
Holdings, LLC and its Debtor affiliates, ask the Court for
authority to retain Zolfo Cooper LLC as financial advisor nunc
pro tunc to January 14, 2012.

The Examiner asks that Zolfo Cooper's retention be nunc pro tunc
to January 14, 2012, the date on which Zolfo Cooper began to work
for the Examiner, assisting in the Examiner's Investigation and
familiarizing the Examiner with the case in order to enable him
to properly perform his duties.  At the Examiner's direction,
Zolfo Cooper has, among other things, participated in meetings
with the Examiner and his proposed counsel to discuss scope and
priority; participated in a meeting between the Examiner and
other professionals to get a top-level overview of other
professionals' perspectives on the issues; begun reviewing
publicly available information for potentially relevant
information; read and summarized public filings related to
restructuring transactions; participated in discussions regarding
the preliminary approaches and work plans; and participated in
meetings with representatives of the Debtors.

The billing rates for professionals who may be assigned to the
engagement are:

    Managing Directors             $775 to $825
    Professional Staff             $230 to $695
    Support Personnel               $55 to $295

Zolfo Cooper agrees to apply a 10% discount to the professional
fees, without prejudice to existing or future bankruptcy
engagements.

Scott W. Winn, a senior managing director of Zolfo Cooper,
assures the Court that his firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                        About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
estimated $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


EAGLE CROSSROADS: Asks Court to Dismiss Chapter 11 Case
-------------------------------------------------------
Eagle Crossroads Center LLC asks the U.S. Bankruptcy Court to
dismiss its Chapter 11 case, pursuant to Section 1112 of the
Bankruptcy Code.

On Dec. 15, 2011, Karlin Crossroads, LLC and Hillcrest Eagle
Shopping Center, L.P., the Debtor's sole owner, entered into a
Master Agreement whereby Karlin agreed to purchase a note from
Bank of America for $33,000,000.  Hillcrest agreed to facilitate
the acquisition by, among other things, transferring (1)
$2,000,000 to Karlin on or before Dec. 16, 2011; (2) $945,000 on
or before Dec. 19, 2011; and (3) $2,515,000 on or before Jan. 31,
2012.

Following acquisition of the Note, Karlin agrees to accept a
discounted payoff of the Note for an amount equal to (a)
$35,400,000 and (b) a Supplemental Payoff Amount -- as defined in
the Master Agreement to be the balance of the Discounted Pay Off
Amount plus interest from Jan. 31, 2012 through the closing date.

In conjunction with the Pay-Off Amount, Karlin agrees to make a
new loan for $29,000,000 with an interest rate of 10.25% and with
a maturity date of June 30, 2012, subject to a 210-day extension,
which New Loan will be secured by a new deed of trust on the
Property.

The payment on the New Loan is expected to be $247,000.

As reported in the Troubled Company Reporter on Sept. 27, 2011,
the Debtor entered into a November 2007 loan agreement with Morgan
Stanley Mortgage Capital Holdings LLC, pursuant to which the
Debtor borrowed $52 million.  The Debtor used the proceeds of the
loan to own, maintain, and operate the retail shopping center
property located at 6464 Decatur Boulevard in North Las Vegas,
Nevada.

Subsequently, and effective as of Dec. 28, 2007, Morgan Stanley
assigned its rights, title and interest in the loan, and to the
loan documents, to Wells Fargo Bank, N.A., as trustee for Morgan
Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2007-HQ13.  Six months later, i.e. effective
as of June 30, 2009, Wells Fargo assigned its rights, title and
interest in the loan, and to the loan documents, to the lender.

According to the Debtor, with Karlin's purchase of the BofA Note,
Debtor has been put in a position of being able to continue
payment to its new secured lender and in a position to obtain
conventional long-term financing and consequently, no longer needs
the protections of the Bankruptcy Code.  As such, dismissal of the
Chapter 11 Bankruptcy Case is in the best interest of the Debtor
and its creditors.

Additionally, the Debtor said it has sufficient cash flow and cash
on hand to pay all claims of the estate upon dismissal including
administrative, priority, and unsecured claims.

                   About Eagle Crossroads Center

Los Angeles, California-based Eagle Crossroads Center, LLC, owns
and operates a retail shopping center property located at 6464
Decatur Boulevard, in North Las Vegas, Nevada.  The Property has
consistently maintained strong occupancy rates, and is currently
roughly 95% occupied.

Eagle Crossroads Center filed for Chapter 11 bankruptcy (Bankr. D.
Nev. Case No. 11-23749) on Aug. 30, 2011, before Judge Bruce T.
Beesley.  Thomas H. Fell, Esq., at Gordon Silver, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated assets and
debts of $50 million to $100 million as of the Chapter 11 filing.


EASTMAN KODAK: Taps Hires Kekst and Co. as Communications Advisor
-----------------------------------------------------------------
Corporate and financial communications specialist Kekst and
Company is advising onetime Eastman Kodak Company on its Chapter
11 filing, a Holmes Report dated Jan. 22 disclosed.

Kekst managing directors Jeremy Fielding and Ruth Pachman are
leading what the firm describes as "a large Kekst team" working on
the important assignment, the report said.

The report related that Kekst's bankruptcy and restructuring
practice has been very active in recent months, advising AMR
Corporation on its Chapter 11 reorganization; the Los Angeles
Dodgers on its bankruptcy and host of other issues; and bookseller
Borders.

The firm is also working with the special investigation task force
of the board of Penn State following the university's sex scandal
last year, the report said.

                        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.

Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Eastman Kodak and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


EASTMAN KODAK: Eastman Business Park May Be Sold in Bankruptcy
--------------------------------------------------------------
Eastman Business Park, the 1,200-acre real estate and buildings
that was once the heart of Eastman Kodak Co.'s industrial empire,
may be sold as a whole or in pieces as the beleaguered company
moves to restructure in federal bankruptcy court, Tom Tobin,
writing for Democrat and Chronicle.com, reported.

Greater Rochester Enterprise CEO Mark Peterson, according to the
report, said, prior to the company's Chapter 11 court filing last
Thursday, Kodak had opened discussions with a potential buyer for
the entire 1,200-acre business park, though the talks were
preliminary.

"There's a lot still to do and they are not close to a deal," Mr.
Peterson told the news agency.  He said a price had been
discussed, though he said he didn't know it, and that a private
equity firm was involved in the deal, though not as the principal
buyer, the report related.

"The discussions are ongoing," Mr. Peterson said.  "The bankruptcy
filing hasn't changed that."

The report related that Kodak in the past decade has tried
aggressively to bring in buyers and tenants to the property,
formerly known as Kodak Park.  The report added that from 2003 to
2007, Kodak spent millions to upgrade a complex that was already
renowned for being self-sufficient.  The site has its own water,
sewer and power supplies, as well as its own fire department.

About 30 companies other than Kodak now either own or rent space
at the park, the report related.  There are 300 acres of open
space and other former Kodak buildings are available for sale or
lease.

According to the report, Michael Alt, the Kodak manager who serves
as director of Eastman Business Park, said he couldn't respond to
questions about the park before first vetting them with the
relevant company officials.  "This is a complex legal proceeding
and anything we say from now on will need to be reviewed first,"
Mr. Alt told the news agency.

When a company seeks to reorganize under court protection, as
occurs in a Chapter 11 filing, "non-core assets" such as Eastman
Business Park become part of the process. Sale of property and
signing of new leases may require approval of the court. That
doesn't mean that real estate efforts involving the park are
suspended. In fact, Peterson said the judge may expedite the sale
and lease of such assets to improve Kodak's cash reserves and
overall financial picture.

                  Tenant Not Affected by Filing

A Jan. 20 report by CleanEnergyAuthority.com said the solar
research of Natcore Technology won't be affected by Eastman Kodak
Company's bankruptcy filing.  Natcore is renting space at Kodak's
labs and using Kodak's machinery for its solar research.

"We are merely tenants of the Eastman Business Park," Natcore CEO
Chuck Provini told Reuters.  "This is a 1,200-acre facility that
once employed more than 30,000 Kodak employees.  This facility was
repurposed and currently has 6,200 employees, half of which still
work for Kodak while the other half work for 35 other tenant
companies, of which Natcore is one."

Natcore Technology, according to the report, is working on a
bigger solar technology, using liquid phase deposition and quantum
dots to develop a more efficient solar cell at a lower cost.

                        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.

Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Eastman Kodak and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


EASTMAN KODAK: Business as Usual for Kodak UK
---------------------------------------------
David Webb, Kodak Ltd. (UK) general manager, sent an e-mail dated
Jan. 20 to assure customers and clients that they are not part of
the bankruptcy filing of its U.S. subsidiaries and that it's
business as usual for Kodak's non-US subsidiaries, including its
unit in the United Kingdom.

The non-U.S. subsidiaries that are not part of the Jan. 19 Chapter
11 filing include subsidiaries in UK, Ireland, Middle East,
Africa, Central and Eastern Europe.

                        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.

Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Eastman Kodak and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


ELECTRICAL COMPONENTS: Moody's Affirms B2 Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service has revised the rating outlook of
Electrical Components International, Inc. (ECI) to negative from
positive. Concurrently, Moody's affirmed all of the company's
ratings, including the B2 corporate family rating.

These ratings were affirmed:

B2 Corporate Family Rating;

B3 Probability of Default Rating;

B1 (LGD2, 26%) to the existing $30 million revolving credit
facility due 2016; and

B1 (LGD2, 26%) to the existing $160 million senior secured term
loan due 2017.

RATINGS RATIONALE

The change in outlook to negative from positive reflects Moody's
view that ECI's financial flexibility will tighten over the
intermediate term due to the contractual quarterly covenant step-
downs set to begin in the first quarter of 2012. The company's
recent performance has been below expectations, and Moody's
anticipates that EBITDA performance will be uneven over the
intermediate term due to persistent challenges in the US housing
market, tempered consumer sentiment and potential volatility in
quarterly order trends. Accordingly, Moody's believes the company
will need to apply a considerable portion of its expected free
cash flow to debt reduction in order to maintain covenant
compliance.

The B2 corporate family rating reflects ECI's moderate leverage
and adequate liquidity profile, which benefits from both its cash
generation and a receivables factoring program. At the same time,
the rating considers the company's high customer concentration
within the North American white goods appliance sector, with heavy
reliance on three top appliance manufacturers in the US. The
rating benefits from the company's dominant position as a wire
harness manufacturer in North America and Europe for the white
goods sector and its low cost manufacturing capabilities.

A ratings downgrade could occur if ECI's financial flexibility
weakens further due to an inability to maintain covenant
compliance and/or to generate free cash flow. A ratings upgrade is
not likely over the near term. However, the ratings outlook could
revert to stable if covenant headroom increases through debt
reduction, EBITDA growth or covenant amendments.

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

Electrical Components International, Inc., headquartered in St.
Louis, Missouri, is a leading manufacturer of wire harnesses and
provider of contract assembly services to North American, European
and Asian white goods appliance manufacturers. In addition, the
company produces specialty wire harnesses for the transportation,
heating, ventilations and air conditioning, construction and
agriculture end markets. The company generated approximately $527
million of sales in the twelve months ending September 30, 2011.


ELECTRICAL COMPONENTS: S&P Puts 'B' Credit Rating on Watch Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on St.
Louis, Mo.-based electrical wire harness manufacturer Electrical
Components International Inc. (ECI), including the 'B' corporate
credit rating, on CreditWatch with negative implications.

"The CreditWatch listing reflects our opinion that ECI's end
markets, especially residential construction, will remain weak
over the next 12 to 18 months and could present a challenge for
the company to comply with its leverage covenant as it steps
down," said Standard & Poor's credit analyst Sarah Wyeth.

"Although we recognize that the company could use proceeds from
receivable finance programs to reduce debt, we believe the risk of
deteriorating operating performance and negative free cash flow
has increased to the extent that covenant compliance could become
difficult in early 2013," she added.

ECI manufactures electrical wire harnesses, which transmit
electricity throughout appliances or pieces of machinery, and
generated about $530 million in sales in 2010. Demand for the
company's products is closely tied to the domestic housing market,
which likely will remain weak through 2012 partly due to high
levels of unemployment. Modest recovery in residential
construction spending beginning in 2013 will be from very low
levels and could be at risk if the U.S. enters a recession --
Standard & Poor's economists currently place the odds of this at
30%.

The company's liquidity is "less than adequate" under Standard &
Poor's criteria. Headroom under the company's leverage covenant
has declined. If end markets and performance do not stabilize, the
company could be challenged to comply with covenants when they
step down in 2013, even if it reduces debt with proceeds from its
receivable finance program.

Standard & Poor's expects to review the company's liquidity
position and resolve the CreditWatch placement within the next 90
days.


EMPRESAS BASTARD: Wants U.S. Trustee's Dismissal Bid Denied
-----------------------------------------------------------
Empresas Bastard Incorporado filed with the U.S. Bankruptcy Court
objects to the U.S. Trustee's motion to dismiss its Chapter 11
case.

Donald F. Walton, the United States Trustee for Region 21, wants
the Debtor's case dismissed due to the Debtor's:

    a) unexcused failure to timely satisfy any filing or
       reporting requirement established by 11 U.S.C. or by
       applicable rules; and

    b) failure to timely provide information or attend meetings
       reasonably requested by the U.S. Trustee.

The Debtor denies it is abusing the bankruptcy process.  The
Debtor said in court papers that its president, Antonio Bastard
Rodriguez, the President of the Debtor, may be suffering from some
mental health issues that may be bordering on Alzheimer's or
dementia, causing him to fail to provide the necessary documents
required by the U.S. Trustee.

The Debtor noted that its asset consists of plots of land and thus
an issue of loss or diminution of the estate is not at issue.  On
the other hand, the Debtor added, the reorganization and
implementation of a project the Debtor proposed may increase
rather than diminish the value of the properties.

                       About Empresas Bastard

Empresas Bastard Incorporado, based in San Juan, Puerto Rico,
filed for Chapter 11 bankruptcy (Bankr. D. P.R. Case No. 11-08736)
on Oct. 8, 2011.  Robert Millan, Esq., at Millan Law Offices,
represented the Debtor.  The petition was signed by Antonio
Bastard Rodriguez, president.

The Debtor disclosed US$42,700,000 in assets and US$21,067,331 in
liabilities as of the Chapter 11 filing.

In December 2011, Robert Millan, Esq., sought authority from the
U.S. Bankruptcy Court to withdraw as counsel.  Mr. Millan related
that on Nov. 11, 2011, the Debtor informed that a new counsel was
being sought.


ENER1 INC: Alex Sorokin to Receive $75,000 Monthly Salary as CEO
----------------------------------------------------------------
On Jan. 25, 2012, Ener1, Inc., entered into an Employment
Agreement with Alex Sorokin and Company, LLC, d/b/a Sorokin and
Associates for the services of Alex Sorokin as Chief Executive
Officer.  Mr. Sorokin has served as Interim Chief Executive
Officer of the Company since Nov. 4, 2011.

The Employment Agreement will continue for a period to be mutually
agreed upon by the Company and Mr. Sorokin, provided that if the
Company files a case under Chapter 11, the minimum term of the
Employment Agreement will equal the lesser of (i) 90 days after
confirmation of the plan of reorganization of the Company in the
Chapter 11 case or (ii) 150 days after the date of filing the
Chapter 11 case.  The Employment Agreement may be earlier
terminated in the event of Mr. Sorokin's death, disability or
termination by the Company for cause.  In addition, either party
may terminate the Employment Agreement at any time upon at least
30 days' prior written notice, provided that the Employment
Agreement will automatically terminate on the 150th day after the
date of filing the Chapter 11 case unless the parties have
otherwise mutually agreed in writing.

Under the Employment Agreement, Mr. Sorokin will be entitled to a
monthly salary of $75,000.  In addition, Mr. Sorokin will be
entitled to a $700,000 bonus upon confirmation of the Plan and an
additional $250,000 upon the successful completion of an
organizational restructuring of the Company occurring within the
earlier of (x) 90 days after the date of confirmation of the Plan
or (y) 150 days after the date of filing the Chapter 11 case.

In the event Mr. Sorokin is terminated by the Company for any
reason other than for cause, Mr. Sorokin will be entitled to any
base compensation accrued during the 30-day termination notice
period, as well as any earned and unpaid bonuses.  Mr. Sorokin and
the Company will also execute and deliver mutual general releases
of claims within three business days of the payment of such
amounts.

In connection with the Employment Agreement, Mr. Sorokin also
agreed to several restrictive covenants including non-
disparagement of the Company and confidentiality.

About Ener1 Inc.

Ener1, Inc. (OTC: HEVV) is an energy storage technology company
that develops compact, lithium-ion-powered energy storage
solutions for applications in the electric utility, transportation
and industrial electronics markets.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 12-10299) on Jan. 26, 2012.  Judge Martin Glenn presides over
the case.  Edward J. Estrada, Esq., and Michael J. Venditto, Esq..
at Reed Smith LLP, in New York, N.Y., represent the Debtor as
counsel.  Houlihan Lokey Capital serves as the Debtor's Financial
Advisor.  The Garden City Group, Inc., is the Debtor's Claims and
Noticing Agent.  In its petition, the Debtor listed estimated
assets of $73,900,000 and estimated debts of $90,538,529 as of
Jan. 25, 2012.  The petition was signed by Alex Sorokin, interim
chief executive officer.


ENER1 INC: Wants to Hire Reed Smith as General Counsel
------------------------------------------------------
Ener1 Inc. seeks Bankruptcy Court authority to employ Reed Smith
LLP as its general Chapter 11 counsel.

Since August 2011, Reed Smith has represented Ener1 in connection
with its restructuring and the negotiation and drafting of its
prepackaged plan of reorganization and the documents necessary to
implement the reorganization contemplated by the Plan.  As of the
petition date, Reed Smith has incurred roughly $1,700,523 in fees
and expenses.  The Debtor has paid that amount in full.

Reed Smith will be paid for its services according to its hourly
rates:

     Professionals                       Hourly Rates
     -------------                       ------------
     Partners
          Edward J. Estrada, Esq.,             $670
          Michael J. Venditto, Esq.            $715
          Nicole H. Kolhoff, Esq.              $595
          Scott M. Esterbrook, Esq.            $545
     Associates
          Nina V. Ayer, Esq.                   $395
          Sarah K. Kam, Esq.                   $520
          Elizabeth McGovern, Esq.             $460
          Chrystal A. Puleo, Esq.              $510
     Paralegals
          William J. Jarboe                    $180
          Anne Suffern                         $295

Reed Smith has agreed to cap its fees in the bankruptcy case at
$225,000.

Edward J. Estrada, Esq., a member at the firm, attests that Reed
Smith does not hold or represent any interest adverse to the
Debtor's estate and is a "disinterested person" as that phrase is
defined in Section 101(14) of the Bankruptcy Code.

                            About Ener1

Ener1 Inc. (OTC: HEVV) -- http://www.ener1.com/-- is a New York-
based developer of compact, lithium-ion-powered energy storage
solutions for applications in the electric utility, transportation
and industrial electronics markets.  It has three business lines:
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; and NanoEner develops technologies,
materials and equipment for nano-manufacturing.

Ener1, which received a $118 million U.S. Energy Department grant
to make electric-car batteries, filed for Chapter 11 bankruptcy
(Bankr. S.D.N.Y. Case No. 12-10299) on Jan. 26, 2012, to implement
a prepackaged plan of reorganization.  The Plan has been
unanimously accepted by all of Ener1's impaired creditors.

Under its restructuring, the Debtor will reduce funded debt from
$91 million to $46 million, under a plan where debt holders will
receive newly issued debt and equity.  The plan provides for a
restructuring of the Company's long-term debt and the infusion of
up to $81 million of equity funding.   Of this amount, a new
debtor-in-possession credit facility of up to $20 million will be
available to support working capital needs during the
restructuring.  The balance, for a total of up to $81 million,
will be available over the four years following Court approval of
the restructuring plan and subject to the satisfaction of certain
terms and conditions.

The claims of Ener1's general unsecured creditors will be
unimpaired and paid by the Company under the restructuring plan.
All of the Company's existing common stock will be canceled, the
long-term debt holders will be receiving a combination of cash, a
new term loan and new common stock in exchange for their claims,
and new preferred stock will be issued to the provider of the
post-petition and exit funding.  Suppliers to the Company will be
paid under normal terms for goods and services provided after the
Chapter 11 filing date.  Payments for goods and services provided
directly to the Company prior to the filing date have been
previously settled or will be paid pursuant to the restructuring
plan when it is approved by the Court.

Of the $81 million, $50 million will be provided periodically by
Bzinfin S.A. over a period of 24 months following the effective
date of the plan.  Bzinfin and other parties will invest their pro
rata share of up to $31 million through the purchase of preferred
stock from time to time through 2013 to 2015.

Ener1 expects to complete the restructuring process in about 45
days.

Ener1 disclosed assets of $73.9 million and debt of $90.5 million
as of Dec. 31.   It owes $57.3 million on 8.25% senior notes and
$11.2 million under a line of credit provided by Bzinfin S.A.

Judge Martin Glenn oversees the case.  Reed Smith LLP is Ener1's
legal adviser and its financial adviser is Houlihan Lokey Capital
Inc.  The Garden City Group serves as its claims and noticing
agent.  In its petition, Ener1 estimated $73,900,000 in assets and
$90,538,529 in liabilities.  The petition was signed by Alex
Sorokin, interim chief executive officer.


EPICEPT CORP: Receives Finalized FDA Guidance for AmiKet
--------------------------------------------------------
EpiCept Corporation received further encouraging guidance for the
Phase III clinical and nonclinical development and subsequent New
Drug Application filing of AmiKet in the treatment of chemotherapy
- induced peripheral neuropathy based on the issuance of the final
minutes of the Company's meeting with the U.S. Food and Drug
Administration (FDA) in December 2011.  AmiKet is a prescription
topical cream intended for the treatment of peripheral neuropathic
pain.  In the final meeting minutes recently received by EpiCept,
the FDA acknowledged that painful symptoms due to CIPN represent a
significant unmet medical need and encouraged EpiCept to apply for
Fast Track designation.  Further, the FDA waived several expensive
and time consuming non-clinical toxicology studies, and indicated
that a single four-arm factorial trial might suffice for
regulatory approval if combined with other pivotal data in another
neuropathy such as diabetic peripheral neuropathy.

The key element of the proposed Phase III clinical program is a
12-week, four-arm, factorial designed trial in CIPN that would
seek to demonstrate AmiKet's superiority compared with placebo and
with each of the component drugs of AmiKet, amitriptyline and
ketamine.  EpiCept intends to submit the protocol for this trial
to the FDA via a Special Protocol Assessment.  An additional two-
arm efficacy study in another painful peripheral neuropathy may be
performed as an alternative strategy to a second factorial-
designed trial for the NDA filing, which could potentially lead to
a broader label in the treatment of peripheral neuropathic pain.
In addition to the positive outcome previously reported for AmiKet
in CIPN, EpiCept has reported statistically significant positive
results in the treatment of pain from post-herpetic neuralgia in
several Phase II studies, the non-inferiority of AmiKet compared
with gabapentin in another placebo controlled study, and a
positive trend in the treatment of pain in a diabetic neuropathy
Phase II study.

Jack Talley, EpiCept President and CEO, commented, "We are very
pleased that the meeting minutes confirmed our belief that the
FDA's requirements for the clinical and nonclinical programs to
support an AmiKet NDA filing are achievable.  We consider this a
very positive outcome that will likely benefit AmiKet's market
opportunity and time to NDA filing.  Further, we believe this will
facilitate SunTrust Robinson Humphrey's efforts to identify
potential acquirers or strategic partners to advance AmiKet
towards approval and commercialization in the United States. This
program may also facilitate the filing of a marketing
authorization application (MAA) for the European Union."

The meeting minutes included a summary of the nonclinical program
requirements to file an NDA, which notably included only a single
dermal carcinogenicity study.  The dermal photo-
irritation/toxicity assessment may be waived, provided dermal
photo-irritation is assessed in the clinical program.  A COMET
assay (Single Cell Gel Electrophoresis to detect DNA damage) study
is required prior to initiation of the long-term open label
clinical safety study.

Earlier this month, EpiCept announced that it had engaged SunTrust
Robinson Humphrey to assist in exploring strategic alternatives to
maximize the commercial opportunity of AmiKet.  The engagement
will focus on the identification and implementation of a strategy
designed to optimize AmiKet's value for the Company's
shareholders.

                    About EpiCept Corporation

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

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

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

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


EPICEPT CORP: Engages SunTrust to Explore Potential Sale
--------------------------------------------------------
EpiCept Corporation confirmed that its engagement of SunTrust
Robinson Humphrey to assist in exploring strategic alternatives to
maximize the commercial opportunity of AmiKet includes the
evaluation of potential transactions involving the sale of the
Company.  AmiKet is the Company's prescription topical cream
intended for the treatment of neuropathic pain.  The engagement of
SunTrust Robinson Humphrey will focus on the identification and
implementation of a strategy designed to optimize AmiKet's value
for the Company's shareholders.

In an article dated Jan. 24, 2012, appearing in Nyhetsbyr†n Direkt
(Stockholm, Sweden), Jack Talley, EpiCept's President and CEO,
indicated that in addition to exploring strategic alternatives,
the Company would consider a sale "at a reasonable price".

EpiCept recently announced that it has received further
encouraging guidance for the Phase III clinical and nonclinical
development and subsequent New Drug Application (NDA) filing of
AmiKet in the treatment of chemotherapy-induced peripheral
neuropathy (CIPN) based on the issuance of the final minutes of
the Company's meeting with the U.S. Food and Drug Administration
(FDA) in December 2011.

In an article dated Jan. 24, 2012, appearing in Nyhetsbyr†n Direkt
(Stockholm, Sweden), Jack Talley, EpiCept's President and CEO,
indicated that in addition to exploring strategic alternatives,
the Company would consider a sale "at a reasonable price".

EpiCept recently announced that it has received further
encouraging guidance for the Phase III clinical and nonclinical
development and subsequent New Drug Application (NDA) filing of
AmiKet in the treatment of chemotherapy-induced peripheral
neuropathy (CIPN) based on the issuance of the final minutes of
the Company's meeting with the U.S. Food and Drug Administration
(FDA) in December 2011.

                     About EpiCept Corporation

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

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

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

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


FAIR MARKET: Sec. 341 Meeting Set for Feb. 21
---------------------------------------------
J.K. Dineen, reporter at San Francisco Business, reports that Fair
Market Properties filed for Chapter 11 bankruptcy protection on
Jan. 18, 2012.  The company owes about $4 million to East West
Bank.

According to the report, the loan originally came from United
Commercial Bank, which banking regulators shut down and sold to
East West Bank in November 2009.  David Addington said East West
Bank has been unresponsive to his efforts to renegotiate the terms
of the loan.  "It was easier to borrow money in 2004 than it is to
pay it back today," Mr. Addington, who said he is hoping to hold
on to the property, said.

The report says other creditors holding (unsecured) claims
include: Geo-Peg Investments ($600,000), Heller Manus Architects
($32,400), Duane Morris ($30,000), MHC Engineers ($25,700), and
PG&E ($20,000).

The report says the bankruptcy filing doesn't impact the Warfield
Theater and adjacent office building at 988 Market St., which
Addington owns through a separate limited partnership.  That
property is on the market with Marcus & Millichap.  Mr. Addington
bought the Warfield properties for $10.5 million in 2005.

The First Meeting of Creditors pursuant to 11 U.S.C. Sec. 341(a)
is set for Feb. 21, 2012, at 9:00 a.m. at San Francisco U.S.
Trustee Office.

Proofs of claim are due in the case by May 21.

Fair Market Properties filed for Chapter 11 protection on Jan. 18,
2012 (Bankr. N.D. Calif. Case No. 12-30155).  It is represented
by:

          Michael St. James, Esq.
          ST. JAMES LAW
          155 Montgomery St. #1004
          San Francisco, CA 94104
          Tel: (415)391-7566
          E-mail: ecf@stjames-law.com


FENTON SUB: Disclosure Statement Hearing Set for Feb. 29
--------------------------------------------------------
Judge Robert J. Kressel of the U.S. Bankruptcy Court for the
District of Minnesota set the hearing for Fenton Sub Parcel D,
LLC, and Bowles Sub Parcel D, LLC's disclosure statement
explaining the Debtors' joint plan of reorganization for Feb. 29,
2012, at 10:00 a.m. at Courtroom 8 West, 8th Floor, 300 S 4th St.,
Minneapolis.

The Plan anticipates that all property of the estate will be
vested in the Reorganized Debtors. The Debtors will continue to
operate Pool D Properties -- six parcels of real property located
in Anoka, Dakota, and Hennepin Counties, Minnesota; may market the
Pool D Properties for sale either individually or in one or more
groups; and may seek alternative financing. The secured claim of
Wells Fargo Bank N.A. as Lender will be paid in full over time
with the income generated by the operation of the Pool D
Properties, by the proceeds of the sale(s) of one or more of the
Pool D Properties, with the proceeds of new financing, or with a
combination of these options.  The Lender will retain its liens to
secure such payments.  Steven B. Hoyt's lien in the properties
will be released.  Unsecured creditors will receive up to 100% of
their claims, without interest, from distributions from excess
cash generated by postpetition operations and from the sale(s) or
refinancing and operations after the Lender is paid in full. The
actual amount to be paid depends on the results of operations and
sales or refinancing. The most likely range of recovery from
operations is estimated to be 0% to 21%; the ultimate sales prices
are unknown, but could result in full payment to unsecured
creditors.

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

        About Fenton Sub Parcel D and Bowles Sub Parcel D

Fenton Sub Parcel D LLC and Bowles Sub Parcel D LLC jointly own
industrial multi-tenant properties located in the Twin Cities.
They are controlled by StoneArch II/WCSE Minneapolis Industrial
LLC.  StoneArch is the 100% member of Bowles Subsidiary, LLC and
of Fenton Subsidiary LLC.  Bowles Subsidiary LLC is then the 100%
member of Bowles Sub Parcel D LLC, and Fenton Subsidiary LLC is
the 100% member of Fenton Sub Parcel D, LLC.  In 2007, StoneArch
acquired various LLCs, which in turn owned 27 industrial multi-
tenant properties located in the Twin Cities.  The properties were
divided into four separate pools: A, B, C, and D.  Fenton Sub
Parcel D and Bowles Sub Parcel D jointly own the properties in
pool D.  As tenants in common, Fenton Sub Parcel D has an
undivided 74.5394% interest and Bowles Sub Parcel D has an
undivided 25.4606% interest.  The Pool D Properties consist of six
parcels of real property located in Anoka, Dakota, and Hennepin
Counties, Minnesota.  The Debtors expect the Pool D Properties to
be worth $13,135,656 as of the Petition Date.

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

Fenton Sub Parcel D and Bowles Sub Parcel D filed for Chapter 11
bankruptcy (Bankr. D. Minn. Case Nos. 11-44430 and 11-44434) on
June 29, 2011.  The Debtors' petitions were signed by Steven Bruce
Hoyt, chief manager, who is also a debtor (Bankr. D. Minn. Case
No. 11-43816).  He is separately represented by Michael C. Meyer,
Esq., at Ravich Meyer Kirkman McGrath & Nauman, P.A.  The cases
were originally assigned to Judge Dennis D. O'Brien and reassigned
to Judge Robert J. Kressel as the cases are related to the Hoyt
case, which was filed earlier before Judge Kressel.

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


FENTON SUB: Court Approves Use of Cash Collateral on Final Basis
----------------------------------------------------------------
Judge Robert J. Kressel of the U.S. Bankruptcy Court for the
District of Minnesota are authorized Fenton Sub Parcel D, LLC, and
Bowles Sub Parcel D, LLC, to use cash collateral, including rents,
that may be subject to the lien of Wells Fargo Bank, N.A., as
trustee for the registered holders of J.P. Morgan Chase Commercial
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2004-LN2 for the items and in amounts
consistent with a budget, through March 31, 2012.

Wells Fargo had earlier objected to the Debtors' request saying
that its interest in the cash collateral is not adequately
protected.  The Lender asserted that the Debtors should be
required to provide the Lender with typical non-monetary forms of
adequate protection.

The Court ruled that the Debtors will maintain insurance on the
parcels of real estate they own and will reserve on a monthly
basis amounts for payments of those insurance premiums in the
amounts set forth on the budget.  The Debtors will pay all real
estate taxes on the properties as they become due and will reserve
on a monthly basis amounts for payments of those real estate taxes
in the amounts set forth on the budget.  The Debtors will continue
to maintain the properties to their current standards.  The
Debtors will make financial records, including profit and loss
statements, monthly balance sheets, accounts receivable and
payable reports, cash flow reports, rent rolls, and other matters,
available to the lender, or any servicer or special servicer
appointed by the lender, on reasonable request; and will provide a
monthly reconciliation to the lender by the 25th of each month for
the preceding month comparing the debtors' actual revenue and
expenditures against the budgeted revenue and expenditures as
detailed in the budget.

As reported in the Troubled Company Reporter on Dec. 14, 2011,
before their bankruptcy filing, the Debtors incurred financing for
the Pool D Properties -- six parcels of real property located in
Anoka, Dakota, and Hennepin Counties, Minnesota -- from Nomura
Credit and Capital, Inc., in the amount of $11,604,000.  Pursuant
to an Amended and Restated Promissory Note dated April 12, 2007,
the Debtors assumed the First Mortgage Debt.  The principal on the
First Mortgage Debt has been paid down by over $1 million to date.
On Aug. 20, 2004, Nomura endorsed the promissory note and assigned
the Mortgage and the Assignment of Leases to the lender.  The
lender asserted that, as of the petition date, the total amount
owed by Debtors to the lender was $10,341,107, including interest,
fees, and costs.  The lender stated that, as of Oct. 31, 2011, the
total amount owed to lender was $10,899,994, while the Court's
determined value of the lender's collateral is only $10,668,000.
As adequate protection for any diminution in value of the lender's
collateral, the Debtors will grant the lender a replacement lien
on postpetition rents.  The Debtors relate that their use of the
cash collateral to maintain the value of the Pool D Properties is
sufficient to meet the adequate protection requirements of the
Bankruptcy Code.

        About Fenton Sub Parcel D and Bowles Sub Parcel D

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

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

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

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

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

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


FILENE'S BASEMENT: Judge Denies Request to Disband Committee
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that the judge in Syms Corp.'s
bankruptcy case denied a request by the committee of unsecured
creditors to disband the committee of equity security holders and
set another hearing to decide whether to put a cap on the spending
of both committees.

                      About Filene's and Syms

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

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

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

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

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

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

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

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

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

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

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

Gordon Brothers and Hilco are represented by Goulston & St


FIRST GUARANTY: Closed; CenterState Bank Assumes All Deposits
-------------------------------------------------------------
First Guaranty Bank and Trust Company of Jacksonville in
Jacksonville, Fla., was closed on Jan. 27, 2012, by the Florida
Office of Financial Regulation, which appointed the Federal
Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with CenterState Bank of Florida, National Association,
of Winter Haven, Fla., to assume all of the deposits of First
Guaranty Bank and Trust Company of Jacksonville.

The eight branches of First Guaranty Bank and Trust Company of
Jacksonville will reopen during normal business hours as branches
of CenterState Bank of Florida, National Association.  Depositors
of First Guaranty Bank and Trust Company of Jacksonville will
automatically become depositors of CenterState Bank of Florida,
National Association.  Deposits will continue to be insured by the
FDIC, so there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage
up to applicable limits.  Customers of First Guaranty Bank and
Trust Company of Jacksonville should continue to use their
existing branch until they receive notice from CenterState Bank of
Florida, National Association, that it has completed systems
changes to allow other CenterState Bank of Florida, National
Association, branches to process their accounts as well.

As of Sept. 30, 2011, First Guaranty Bank and Trust Company of
Jacksonville had around $377.9 million in total assets and $349.5
million in total deposits.  In addition to assuming all of the
deposits of the failed bank, CenterState Bank of Florida, National
Association, agreed to purchase essentially all of the assets.

The FDIC and CenterState Bank of Florida, National Association,
entered into a loss-share transaction on $292.9 million of First
Guaranty Bank and Trust Company of Jacksonville's assets.
CenterState Bank of Florida, National Association, will share in
the losses on the asset pools covered under the loss-share
agreement.  The loss-share transaction is projected to maximize
returns on the assets covered by keeping them in the private
sector.  The transaction also is expected to minimize disruptions
for loan customers.  For more information on loss share, please
visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-508-8289.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/fgbtcj.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $82.0 million.  Compared to other alternatives,
CenterState Bank of Florida, National Association's acquisition
was the least costly resolution for the FDIC's DIF.  First
Guaranty Bank and Trust Company of Jacksonville is the fourth
FDIC-insured institution to fail in the nation this year, and the
second in Florida.  The last FDIC-insured institution closed in
the state was Central Florida State Bank of Belleview, Fla., on
Jan. 20, 2012.


FIRST FOLIAGE: Court Converts Case to Chapter 7
-----------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
converted First Foliage L.C.'s bankruptcy case to Chapter 7, at
the Debtor's request.

The Debtor will provide notice to affected parties of the deadline
set pursuant to the Bankruptcy Court's Local Rule 1019-1(F)(1) for
filing by a nongovernmental unit a request for payment of an
administrative expense.

As reported in the Troubled Company Reporter on Dec. 12, 2011, the
Debtor said that upon the consummation of the sale of
substantially all of its assets, all employees were terminated and
the Debtor is in the final stages of winding down its business
affairs as a debtor-in-possession.

                       About First Foliage, L.C.

Homestead, Florida-based First Foliage, L.C., once operated a
business that supplied tropical plants to retailers.  The Company
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case
No. 10-27532) on June 23, 2010.   Luis Salazar, Esq., at Infante,
Zumpano, Hudson & Miloch, LLC, represented the Debtor.  Berger
Singerman, P.A., served as counsel to the Official Committee of
Unsecured Creditors.  The Company estimated $50 million to $100
million in assets and $10 million to $50 million in liabilities in
its Chapter 11 petition.  First Foliage LC has sold its assets to
Costa Farms LLC for roughly $22 million.


FIRSTPLUS FINANCIAL: Judge Puts Bankruptcy Case on Hold
-------------------------------------------------------
Lynda Cohen at pressofAtlanticCity reports that the bankruptcy
case of FirstPlus Financial Group involving Nicodemo S. Scarfo, a
reputed mobster from Galloway Township, will be put on hold
pending a criminal trial involving Mr. Scarfo and others in New
Jersey.

According to the report, Mr. Scarfo and a dozen others are
awaiting trial on charges that they took over FirstPlus Financial
and stole at least $12 million.

The report says the company's Chapter 11 trustee filed suit in a
bankruptcy court in Texas against Mr. Scarfo and several others
demanding restitution and other payment from groups he says
breached their fiduciary duties and conspired in "siphoning off"
the company's assets and then hid their financial misdeeds with
"misleading public filings."  Those named in the suit include
seven of Mr. Scarfo's co-defendants in the criminal case.

The report relates that on Nov. 30, 2011, U.S. Attorney Paul
Fishman and the two prosecutors in the New Jersey case filed a
motion to intervene in the Texas case, staying those proceedings
to allow for the criminal trial to go first.

On Jan. 12, 2012, a Texas judge agreed, ordering that the
bankruptcy case be halted -- except for pending motions to dismiss
-- "until the completion of the federal criminal trial in the
District of New Jersey."

The report says 11 of the 13 defendants in the case are free
pending trial.  But Mr. Scarfo and close friend Salvatore Pelullo
of Philadelphia, have been denied release.  Mr. Scarfo appealed
the ruling keeping him jailed, but it was upheld in a finding that
called him a danger to society.

                     About FirstPlus Financial

Based in Beaumont, Texas, FirstPlus Financial Group, Inc. (Pink
Sheets: FPFX) -- http://www.firstplusgroup.com/-- 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., 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.


FRANNCY HOLDINGS: Agrees to Dismiss Chapter 11 Case
---------------------------------------------------
Jeff Engle at Marshfield News-Herald reports that Franncy
Holdings, the owners of Clearwaters Hotel and Convention Center,
agreed to dismiss its Chapter 11 bankruptcy protection on Jan. 25,
2012, leaving the future of the Marshfield hotel unclear.

According to the report, a U.S. bankruptcy judge approved the
dismissal of the Company's bankruptcy case, which lawyers for both
the bank and the hotel had signed off on.

"(Franncy Holdings) agreed that it was highly unlikely that it was
going to be able to reorganize itself operating under Chapter 11
(bankruptcy)," the report quotes Borrego Springs Bank's lawyer,
Chris Stewart, as saying.  "I think they just recognized that they
were running out of cash."  Mr. Stewart said the bank likely will
resume its efforts to foreclose on the hotel property, which it
sought in April because Franncy owners were allegedly delinquent
on their mortgage payments.

Clearwaters opened in 1968 and has 103 hotel rooms, along with the
Atlantis Lounge, Clearwaters Restaurant and conference space.
Franncy purchased the business in 2009 from Guardian Hospitality,
which had owned it since 2002.


FRONTIER COMMUNICATIONS: S&P Affirms 'BB' Corp. Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Stamford, Conn.-based incumbent local exchange carrier (ILEC)
Frontier Communications Corp. to negative from stable. "At the
same time, we affirmed the 'BB' corporate credit rating and all
issue-level ratings on its debt," S&P said.

"The outlook revision is based on the company's declining revenue
and cash flow and our expectation that it will be challenged to
meaningfully improve operating trends in the near term," said
Standard & Poor's credit analyst Allyn Arden, "especially given
intense competitive pressures from wireless substitution and cable
companies offering telephone and data services." "While the
acquisition of about 4 million access lines from Verizon in July
2010 improved the company's scale and market diversity, reducing
access-line losses and adding new data subscribers in these
markets has been difficult because of the long transition period
and system switchovers."

"The outlook is negative and reflects the declining trend in
revenue and EBITDA from access-line erosion, particularly in the
legacy Verizon markets, because of cable telephony competition and
wireless substitution. Moreover, we believe that the company's
sizable dividend limits prospects for debt reduction, given
our expectations for declining FOCF," S&P said.

"We could lower the ratings if operating performance does not show
meaningful improvement over the next year, as this would limit
prospects for reducing leverage below 3x. To achieve this leverage
threshold, we believe the company would need to grow EBITDA by
about 10% from our projected 2011 EBITDA of around $2.45 billion,"
S&P said.

"Although unlikely in the near term given Frontier's aggressive
financial policy, we could revise the outlook to stable if the
company can improve operating trends, showing a trajectory toward
leverage of 3x or lower, by increasing DSL penetration and
stemming the rate of access-line declines in the legacy Verizon
markets," S&P said.


GATEHOUSE MEDIA: Bank Debt Trades at 74% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which GateHouse Media,
Inc., is a borrower traded in the secondary market at 25.60 cents-
on-the-dollar during the week ended Friday, Jan. 27, 2012, an
increase of 2.08 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Feb.
27, 2014, and carries Moody's Ca rating and Standard & Poor's CCC-
rating.  The loan is one of the biggest gainers and losers among
155 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                       About GateHouse Media

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

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

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

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


GENESYS GROUP: Moody's Revises Sr. Secured Debt Rating to 'B1'
--------------------------------------------------------------
Moody's Investors Service has lowered the senior secured debt of
the Genesys group -- to B1 from Ba3. The B1 rating reflects the
revision to Genesys' starting capital structure from what had been
anticipated in Moody's January 6, 2012 press release, in which
secured debt will now comprise a greater portion of the debt, with
a corresponding reduction in the amount of unsecured debt. The
debt will be issued by three co-borrowers, including Greeneden
U.S. Holdings II, LLC. The B2 corporate family rating and
probability of default rating are unchanged.

RATINGS RATIONALE

The B1 senior secured debt rating reflects the planned capital
structure. The new structure will now have a $575 million senior
secured term loan and only $200 million of senior unsecured notes
(compared to $550 million senior secured term loan and $225
million of senior unsecured notes previously). The $50 million
senior secured revolver (undrawn at closing) is unchanged. The
changed structure results in an increase in secured claims,
combined with a corresponding reduction in the cushion of
unsecured debt, resulting in a higher expected loss on the senior
secured debt as reflected by the B1 rating.

These ratings were changed:

Senior Secured Revolving Credit Facility due 2017 -- B1 (LGD3 --
34%) from Ba3 (LGD3 -- 32%)

Senior Secured Term Loan due 2019 -- B1 (LGD3 -- 34%) from Ba3
(LGD3 -- 32%)

The following ratings were affirmed:

Corporate Family Rating -- B2

Probability of Default Rating -- B2

Rating Outlook -- stable.

The principal methodology used in rating Genesys was the Global
Software Industry Methodology published in May 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.


GENTIVA HEALTH: S&P Keeps 'B-' Corporate Rating on Watch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its 'B-' rating on
Atlanta, Ga.-based home health provider Gentiva Health Service
Inc. remains on CreditWatch, where it was initially placed with
negative implications Nov. 3, 2011.

"The recent partial amendment to Gentiva's senior secured credit
agreement prevented a possible covenant breach in the December
2011 quarter by eliminating a scheduled step-down of the
consolidated leverage ratio covenant and allowing for adjustments
for one-time restructuring charges. Still, the amendment does not
address the step-down to 4.5x scheduled for the March 2012
quarter-end," S&P said.

"While the company provided earnings guidance for 2012, operating
trends remain negative and under pressure. We believe that the
company remains exposed to a technical default in the near term,"
S&P said.

"We plan to resolve the CreditWatch listing after assessing the
impact of 2012 Medicare rate cuts and restructuring initiatives on
Gentiva's leverage and cash flow. Additionally, we will monitor
the company's efforts to secure a final amendment to its credit
agreement. We could lower the rating if the scheduled covenant
step-down is not addressed by mid-March 2012" S&P said.


GRAND RIVER: Court Approves Winegard Haley as Special Counsel
-------------------------------------------------------------
Grand River Infrastructure, Inc., sought and obtained permission
from the U.S. Bankruptcy Court for the Eastern District of
Michigan to employ Winegarden, Haley, Lindholm & Robertson, PLC,
as non-bankruptcy counsel for the purpose of continuing its
representation of the Debtor in the various litigation and related
non-litigation matters, as well as similar litigation collection
matters that may arise during the pendency of the bankruptcy
proceeding.

Prior to the Petition Date, Winegarden was actively representing
the Debtor in at least 11 different litigation matters, all at
varying stages.

Alan F. Himelhoch, Esq., a partner of Winegarden, will be
primarily responsible for representation of the Debtor.  The
Debtor will pay Mr. Himelhoch $180 per hour plus reimbursement of
expenses.

Mr. Himelhoch attests that his firm does not represent and hold
any interest which is adverse to the Debtor or its estate with
respect to the matters for which it is to be employed.

                  About Grand River Infrastructure

Grand River Infrastructure, Inc., based in Durand, Michigan,
manufactures and sells concrete bridges and sewer products.  Grand
River filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No.
11-35206) on Nov. 14, 2011.  Judge Daniel S. Opperman presides
over the case.  Lawyers at Lambert, Leser, Isackson, Cook &
Giunta, P.C., serve as the Debtor's counsel.  The Debtor disclosed
$21,750,635 in assets and $9,289,690 in liabilities as of the
Chapter 11 filing.  The petition was signed by David C. Marsh,
vice president.

Daniel M. Mcdermott, the U.S. Trustee for Region 9, appointed five
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.  The Committee is represented by Erman,
Teicher, Miller, Zucker & Freedman, P.C.


GRUBB & ELLIS: Zazove Discloses 7.1% Equity Stake
-------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Zazove Associates, LLC, and its affiliates
disclosed that, as of Dec. 31, 2011, they beneficially own
5,391,554 shares of common stock of Grubb & Ellis Company
representing 7.14% of the shares outstanding.  As previously
reported by the TCR on May 6, 2011, Zazove disclosed beneficial
ownership of 3,943,410 common shares.  A full-text copy of the
amended filing is available for free at http://is.gd/bGp4MQ

                   About Grubb & Ellis Company

Grubb & Ellis Company -- http://www.grubb-ellis.com/-- is one of
the largest and most respected commercial real estate services and
investment companies in the world. Our 5,200 professionals in more
than 100 company-owned and affiliate offices draw from a unique
platform of real estate services, practice groups and investment
products to deliver comprehensive, integrated solutions to real
estate owners, tenants and investors.  The firm's transaction,
management, consulting and investment services are supported by
highly regarded proprietary market research and extensive local
expertise.  Through its investment management business, the
company is a leading sponsor of real estate investment programs.

The Company reported a net loss of $69.7 million on $575.5 million
of revenues for 2010, compared with a net loss of $80.5 million on
$527.9 million of revenues for 2009.

The Company also reported a net loss of $28.61 million on
$378.90 million of total revenue for the nine months ended Sept.
30, 2011, compared with a net loss of $58.56 million on
$372.38 million of total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$149.77 million in total assets, $152.74 million in total
liabilities, $98.89 million in preferred stock, and a
$101.85 million total deficit.

The Company said it may seek additional financing prior to the
completion of its review of strategic alternatives.  It is
anticipated that any strategic alternative would include
provisions to extend, retire or refinance the Colony credit
facility at or prior to maturity.  If the Company is unable to
extend, retire or refinance the Colony credit facility prior to
maturity, it could create substantial doubt about the Company's
ability to continue as a going concern for the twelve month period
following the date of these financial statements.  The Company
believes that upon completion of its strategic alternative process
the Company will have sufficient liquidity to operate in the
normal course over the next twelve month period.


GSW HOLDINGS: Hires Special Counsel for BP Oil Spill Matters
------------------------------------------------------------
GSW Holdings LLC obtained permission from the Bankruptcy Court to
employ these law firms as special counsel:

     * Douglas D. Lyons, P.A.,
     * Lyons & Farrar, P.A.,
     * Howard & Associates Attorneys at Law, P.A.,
     * Sheller P.C., and
     * Law Office of Samuel T. Adams

On April 20, 2010, a massive oil spill occurred in the Gulf of
Mexico.  On Feb. 21, 2011, the Lyons Law Firm filed a claim
against the Gulf Coast Claims Facility, the administrator of the
$20 billion British Petroleum settlement fund on behalf of the
Debtor for damages the Debtor sustained as a result of the BP Oil
Spill.  The Debtor asserted a claim against British Petroleum in
the amount of $175,467,755.  The administrator for the fund
established to compensate claimants for damages as a result of the
BP Oil Spill denied the BP Claim.

The Debtor intends for the BP Law Firms, post-petition, to provide
services necessary to represent the Debtor and pursue the Debtor's
claims against British Petroleum, Transocean, Hallburton,
Anadanke, Hyundia, Cameron, et al.

The BP Law Firms intend to (a) charge a contingency fee for legal
services based on a percentage of recovery, and (b) seek
reimbursement of actual and necessary expenses and other charges.

As compensation for their services in obtaining any interim or
advance payments from BP or the Gulf Coast Claims Facility
administered by Ken Feinberg, the Debtor agreed to a payment of
20% of the gross amount up to $500,000, and 20% of the gross
amount in excess of $500,000 of any such interim or advance
payment, plus costs as set forth in Authority to Represent.

In addition to any fees for obtaining any interim or advance
payments from BP or The Fund, as compensation for services the BP
Law Firms will be entitled to receive 20% of the gross amount up
to $500,000 and 20% of the gross amount in excess of $500,000 of
any future, final or lump sum settlement payments from BP or The
Fund, plus costs as set forth in the Authority to Represent.

The Debtor will reimburse the BP Law Firms for actual and
necessary expenses.

                      About GSW Holdings LLC

Gulfport, Mississippi-based GSW Holdings LLC filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 11-52338) on Oct. 11, 2011.
Judge Katharine M. Samson presides over the case.  Wheeler &
Wheeler serves as its local bankruptcy counsel.  The Debtor
disclosed $22,225,500 in assets and $8,851,228 in liabilities.

The Debtor is represented by Douglas Scott Draper, Esq., at Heller
Draper Patrick & Horn, L.L.C., in New Orleans, LA.


HAWKER BEECHCRAFT: Bank Debt Trades at 23% Off
----------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 77.05 cents-on-
the-dollar during the week ended Friday, Jan. 27, 2012, an
increase of 1.18 percentage points from the previous week,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
March 26, 2014, and carries Moody's Caa2 rating and Standard &
Poor's CCC rating.  The loan is one of the biggest gainers and
losers among 155 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                      About Hawker Beechcraft

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

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

                           *     *     *

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

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

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


HEIDTMAN MINING: Asks Court to Dismiss Chapter 11 Case
------------------------------------------------------
Heidtman Mining, LLC, asks the Bankruptcy Court to dismiss its
Chapter 11 case as the assets in the case have been -- or are in
the process of being -- fully distributed per prior court orders
and nothing remains for the estate to administer.

The Debtor sold substantially all of its assets -- its Arkansas
coal mine -- and has distributed the bulk of the sale proceeds to
creditors.  The bulk of distributions to creditors were to secured
creditors holding secured claims against the coal mine assets, to
repay debtor-in-possession funding, to pay for the costs,
including cure costs, of assuming various contracts related to the
mining assets, to priority employee claims, and for administrative
costs.  With the final distributions, no assets will remain
undistributed and the case can be dismissed. Since the coal mine
sale, the Debtor has not operated as a business and there exists
nothing to reorganize at this juncture.

                       About Heidtman Mining

Toledo, Ohio-based Heidtman Mining, LLC, filed for Chapter 11
bankruptcy (Bankr. W.D. Ark. Case No. 09-72912) on June 12, 2009.
George H. Tarpley, Esq., Marcus Jermaine Watson, Esq., at Cox
Smith Matthews Incorporated; and Mark W. Hodge, Esq., at
Chisenhall, Nesturd & Julian, represent the Debtor in its
restructuring efforts.  The Debtor estimated $10 million to $50
million in assets and $50 million to $100 million in debts in its
bankruptcy petition.


HENRY COUNTY: First State Bank Closed by Regulators
---------------------------------------------------
The First State Bank, a wholly-owned banking subsidiary of Henry
County Bancshares, Inc., was placed into receivership by the
Georgia Department of Banking and Finance.  The Federal Deposit
Insurance Corporation was named as Receiver, and it has
transferred the deposits and substantially all of the assets of
the Bank in an FDIC assisted transaction.

"Though The First State Bank has historically been one of
Georgia's soundest banks, we were unable to overcome the weak
economy and other factors that affected our market and our
industry.  While the Bank remained liquid and was profitable in
its core operations, its capital was depleted to the point that it
was below the regulatory minimum capital allowed for a bank to
continue operating, and today's action is the unfortunate result,"
said David H. Gill, President and CEO.

The Bank was the only remaining community bank headquartered in
Henry County and becomes the 10th bank with offices in the county
to be placed into receivership.

A full-text copy of the Company's letter to shareholders is
available for free at http://is.gd/7DHSdZ

                       About Henry County

Stockbridge, Georgia-based Henry County Bancshares, Inc., is a
Georgia business corporation which operates as a bank holding
company.  The Company was incorporated on June 22, 1982, for the
purpose of reorganizing The First State Bank to operate within a
holding company structure.  The Bank is a wholly owned subsidiary
of the Company.

The Company's principal activities consist of owning and
supervising the Bank, which engages in a full service commercial
and consumer banking business, as well as a variety of deposit
services provided to its customers.  Until Dec. 15, 2009, when it
suspended operations, the Company also conducted mortgage-lending
operations through the Bank's wholly owned subsidiary, First Metro
Mortgage Company.  First Metro provided the Bank's customers with
a wide range of mortgage banking services and products in the same
primary market area as the Bank.

As reported by the TCR on April 6, 2011, Mauldin & Jenkins, LLC,
in Atlanta, Ga., expressed substantial doubt about Henry County
Bancshares' ability to continue as a going concern.  The
independent auditors noted that the Company as suffered
significant losses from operations due to the economic downturn,
which has resulted in declining levels of capital.

The Company reported a net loss of $6.7 million on $10.0 million
of net interest income for 2010, compared with a net loss of
$36.6 million on $6.6 million of net interest income for 2009.

Other operating income was $3.9 million for 2010, compared with
$2.6 million for 2009.

The Company's balance sheet at March 31, 2011, showed
$574.87 million in total assets, $560.11 million in total
liabilities, and $14.76 million in total stockholders' equity.


HORIZON LINES: Resolves Record-Keeping Incident with DOJ
--------------------------------------------------------
Horizon Lines, Inc., announced that its Horizon Lines, LLC,
operating subsidiary has entered into an agreement with the U.S.
Department of Justice, under which the ocean cargo carrier will
plead guilty to two counts of providing federal authorities with
false vessel oil record-keeping entries on a containership in the
U.S. West Coast-Hawaii service.

Under the agreement, which is subject to court approval, the
company will pay a fine of $1.0 million and donate an additional
$500,000 to the National Fish & Wildlife Foundation for
environmental community service programs.  The company also has
agreed to be placed on probation for three years and institute an
environmental compliance plan.

The charges stem from the improper use of an oily water separator
and related inappropriate record keeping on the Horizon
Enterprise, an American-flag containership that sails between
Tacoma, Oakland and Honolulu.  Oily water separators are used to
remove oil from bilge or wastewater, so that the water can then be
legally discharged into the ocean.

The Company responded promptly and proactively to the discovery of
these violations.  As part of the Company's environmental review,
Horizon Lines conducted a fleet-wide audit and has cooperated
fully with the Department of Justice, the U.S. Coast Guard and
other authorities involved.  It also immediately implemented a
compliance and training program, which is being performed by an
outside contractor.  The program augments the Company's existing
environmental policies for mitigating operational impacts while at
sea.  Additionally, the company has established the position of
Environmental Compliance Director to lead Horizon's overall
environmental compliance programs.  The position reports directly
to the Company's Chief Compliance Officer and the Board of
Directors.

"Horizon Lines has always endeavored to operate as a responsible
environmental steward," said Stephen Fraser, President and Chief
Executive Officer.  "We do not in any way minimize the
unauthorized actions by a few individuals that run contrary to the
care and training normally demonstrated by our vessel crews
throughout the company.  We are making every effort to see that
this does not happen again, as we continue to provide service to
our customers as an environmentally responsible American
corporation."

                       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.


HUDSON HEALTHCARE: Files 1st Amended Liquidating Plan
-----------------------------------------------------
On Jan. 10, 2012, Hudson Healthcare, Inc., and the Official
Committee of Unsecured Creditors filed their First Amended Joint
Plan of Orderly Liquidation and an explanatory Disclosure
Statement.

The Plan provides that the proceeds from the liquidation of the
Debtor's Assets will be distributed to Creditors in accordance
with the distributive provisions and priority scheme of the
Bankruptcy Code.  The Plan will be implemented by establishing a
Liquidating Trust that will be administered by the Liquidating
Trustee.  On the Effective Date, the Debtor's Assets, except for
the D&O and Tort Claims and rights in and proceeds of any errors
and omissions insurance policies maintained by or on behalf of the
Debtor, including the D&O Policies, will be transferred to the
Liquidating Trust for the benefit of Creditors.  The Liquidating
Trustee will be responsible for liquidating the Assets that
comprise the Liquidating Trust Estate.

On the Effective Date, the D&O and Tort Claims and related Assets
will revest in the Debtor and will be prosecuted by the Debtor
Representative.  Upon the entry of judgment or settlement, the
relevant proceeds of the D&O and Tort Claims, if any, will be
transferred to the Liquidating Trust.

The Plan segregates the various claims against the Debtor into
three classes - Priority Non-Tax Claims, Secured Claims, and
General Unsecured Claims.

The Debtor believes that it has satisfied substantially all, if
not all, of the Class 1 Priority Non-Tax Claims.  To the extent
there remain any Priority Nnon-Tax Claims, Holders thereof will
receive Cash from the Administrative Expense/Priority Claim
Reserve or the GUC Account, as necessary, in an amount equal to
the Allowed Amount of their Claims, without interest, on the later
of (a) ten (10) Business Days after the Effective Date; or (b) ten
(10) Business Days after the date of entry of a Final Order
allowing such Priority Non-Tax Claim, or as soon thereafter as is
practicable.  Class 1 Claims are not Impaired and holders thereof
are conclusively presumed to have accepted the Plan.

The Plan Proponents are not aware of any outstanding Secured
Claims.  To the extent there remain any Secured Claims and such
claims are allowed, in the sole discretion of the Plan Proponents
the Holder of an Allowed Class 2 Secured Claim will be treated in
one of the following ways:

  (i) on the Effective Date, the legal, equitable, and contractual
      rights of each Holder of an Allowed Secured Claim will be
      reinstated in accordance with the provisions of Section
      1124(2) of the Bankruptcy Code;

(ii) on the Effective Date, the Holder of an Allowed Secured
      Claim will (a) retain a Lien securing such Allowed Secured
      Claim and (b) receive deferred Cash payments from the
      Liquidating Trust totaling at least the value of such
      Allowed Secured Claim as of the Effective Date;

(iii) on the Effective Date, the collateral securing such Allowed
      Secured Claim will be surrendered to the Holder of such
      Allowed Secured Claim in full satisfaction of such
      Allowed Secured Claim; or

(iv) the Holder of an Allowed Secured Claim will be paid, in
      Cash, an amount equal to such Holder's Allowed Secured
      Claim, on the later of (a) ten (10) Business Days after the
      Effective Date, or (b) ten (10) Business Days after the date
      of entry of a Final Order allowing such Claim as a Secured
      Claim, or as soon thereafter as is practicable.

Secured Claims in Class 2 are unimpaired and, therefore, are
conclusively presumed to have accepted the Plan and are not
entitled to vote or reject the Plan.

In general, the Plan provides that all Class 3 General Unsecured
Claims will be paid Pro Rata from funds available for distribution
after payment of administrative expenses and priority claims on
the GUC Distribution Date.  As of the Bar Date, the filed Class 3
Claims are estimated to total approximately $36,727,00.

Class 3 is Impaired and the Holders of Allowed Class 3 Claims are
entitled to vote to accept or reject the Plan.

A copy of the Disclosure Statement for the Plan Proponents' Joint
First Amended Joint Plan of Orderly Liquidation is available for
free at http://bankrupt.com/misc/hudsonhealthcare.doc474.pdf

                    About Hudson Healthcare

Hudson Healthcare Inc. is a non-for-profit corporation formed
under the laws of the State of New Jersey.  Until the sale of
Hoboken University Medical Center by the Hoboken Municipal
Hospital Authority, the Debtor owned and managed the day-today
operations of the Hospital on the Authority's behalf pursuant to a
Manager Agreement dated Feb. 1, 2007.  Other than certain contract
rights, other intangibles, and approximately 12 vehicles, the
Debtor did not own any Hospital assets.

Hudson Healthcare filed for Chapter 11 protection (Bankr. D. N.J.
Case No. 11-33014) in Newark on Aug. 1, 2011, estimating assets
and debt of less than $50 million.  Affiliate Hoboken Municipal
Hospital Authority also sought Chapter 11 protection.

Attorneys at Trenk, DiPasquale, Webster, Della Fera & Sodono,
P.C., in West Orange, N.J., serve as counsel to the Debtor.
Daniel T. McMurray, the patient care ombudsman, has tapped
Neubert, Pepe & Monteith, P.C., as his counsel effective Aug. 25,
2011.  The Official Committee of Unsecured Creditors of Hudson
Healthcare has retained Sills Cummis & Gross P.C., in Newark,
N.J., as its counsel, nunc pro tunc to Aug. 12, 2011.  JH Cohn LLP
serves as Financial Advisor to the Committee.  Epiq Bankruptcy
Solutions, LLC, is the Claims and Noticing Agent and Solicitation
Agent.


HUPAH HOLDINGS: S&P Assigns 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Hupah Holdings S.A. (doing business as Capital
Safety Group, with operations headquarters in the U.S.). The
outlook is stable.

"At the same time, Standard & Poor's assigned a 'B' issue-level
rating and '3' recovery rating to the company's $470 million
senior secured credit facilities, which comprise a $425 million
senior secured term loan and a $45 million revolver," S&P said.

"Capital Safety Group manufactures fall protection, confined
space, and rescue equipment such as harnesses, lanyards, blocks,
and anchor points. The company's main end markets include
construction (24% of revenues), oil and gas (21%), industrial
(12%), utilities (11%), and transportation (9%)," S&P said.

"We believe Capital Safety's business profile will remain weak
because of its narrow focus in a niche market, fall protection
equipment, which is a subset of the competitive and fragmented
personal protection equipment industry. This limits the company's
scale of operations," said Standard & Poor's credit analyst John
Sico.

"We consider Capital Safety's financial risk profile to be highly
leveraged," he added.

Capital Safety's three brands -- DBI-SALA, PROTECTA, and UNILINE -
- are positioned as premium brands within the fall protection
equipment market. Capital Safety benefits from its customers' need
to adhere to regulatory and compliance safety requirements. The
company's customers exhibit some brand loyalty and are less price-
sensitive due to the "life or death" nature of the products as
well as training services that the company provides. However, it
could have product liability claims if a significant accident or
safety failure were linked to its products.


INDALEX LTD: June 5 Hearing Date Set for Deemed Trust Appeal
------------------------------------------------------------
The Supreme Court of Canada has set June 5, 2012, as the day on
which it will hear an appeal from the decision of the Court of
Appeal for Ontario in Re Indalex, the landmark case dealing with
the scope and priority of the deemed trust (a form of statutory
security interest) provided for under the Pension Benefits Act
(Ontario).

           About Blakes Restructuring & Insolvency Group

Blakes is an insolvency practice based in Canada.  It has offices
in Toronto, Montreal, Calgary, and Vancouver.


INTEGRATED BIOPHARMA: Imperium Forbearance Expired on Jan. 27
-------------------------------------------------------------
Integrated Biopharma, Inc., entered into a letter agreement, dated
Jan. 24, 2012, with Imperium Advisers, LLC, as Collateral Agent on
behalf of Investors, which amends the Forbearance Agreement dated
as of Oct. 4, 2011, to (i) extend the termination date of the
Forbearance Agreement to Jan. 27, 2012, and (ii) provide that any
interest payments due and payable to the Collateral Agent by the
Company through Jan. 27, 2012, pursuant to the terms of the 8%
Senior Secured Notes of the Company will accrue and be due and
payable on Jan. 28, 2012.

On Jan. 20, 2012, the Company agreed to amend the Forbearance
Agreement to (i) extend the termination date of the Forbearance
Agreement to Jan. 24, 2012, and (ii) provide that any interest
payments due and payable to the Collateral Agent by the Company
through Jan. 24, 2012, pursuant to the terms of the 8% Senior
Securities Notes of the Company will accrue and be due and payable
on Jan. 25, 2012.

                     About Integrated BioPharma

Based in Hillside, N.J., Integrated BioPharma, Inc. (INBP.OB) --
-- http://www.healthproductscorp.us/ -- is engaged primarily in
manufacturing, distributing, marketing and sales of vitamins,
nutritional supplements and herbal products.  The Company's
customers are located primarily in the United States.  The Company
was previously known as Integrated Health Technologies, Inc., and,
prior to that, as Chem International, Inc.  The Company was
reincorporated in its current form in Delaware in 1995.  The
Company continues to do business as Chem International, Inc., with
certain of its customers and certain vendors.

The Company reported a net loss of $2.28 million on $25.13 million
of net sales for the fiscal year ended June 30, 2011, compared
with a net loss of $5.53 million on $20.16 million of net sales
during the prior fiscal year.

The Company's balance sheet at Sept. 30, 2011, showed
$13.41 million in total assets, $20.73 million in total
liabilities, all current, and a $7.32 million total stockholders'
deficiency.

Friedman, LLP, in East Hanover, NJ, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a working capital
deficiency, recurring net losses and has defaulted on its debt
obligations.


INVESTORS LENDING: Committee Hires McCallar as Attorney
-------------------------------------------------------
The Official Committee of Unsecured Creditors of the Chapter 11
case of Investors Lending Group, LLC, sought and obtained
permission from the Bankruptcy Court to retain McCallar Law Firm
as its attorney.

The Unsecured Creditors Committee will pay on an hourly basis C.
James McCallar, Jr., Esq., at $375 an hour and Tiffany E. Caron,
Esq., $275 an hour.

To the best of the Committee's knowledge, the firm has no interest
adverse to the Committee and its employment would be in the best
interest of the Committee.

The firm may be reached at:

          C. James McCallar, Jr., Esq.
          Tiffany E. Caron, Esq.
          MCCALLAR LAW FIRM
          P.O. Box 9026
          Savannah, GA 31412
          Tel: (912) 234-1215
          E-mail: mccallar@mccallarlawfirm.com
                  tiffany.caron@mccallarlawfirm.com

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.  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. P.C., acts as counsel to the Debtor.

In November 2011, the U.S. Trustee for Region 21 appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Investors Lending.


IPC SYSTEMS: Moody's Affirms 'B3' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed IPC Systems, Inc.'s ("IPC") B3
Corporate Family Rating and the existing ratings for the company's
debt instruments, and raised IPC's probability of default rating
to B3, from Caa1. The outlook for the ratings is changed to stable
from negative.

Moody's has taken these rating actions:

   Issuer: IPC Systems Inc.

   -- Corporate Family Rating -- Affirmed B3

   -- Probability of Default Rating -- B3, upgraded from Caa1

   -- $70 million secured revolver due 2013 -- Affirmed B1, LGD3
      (33%), point estimate revised from LGD2 (20%)

   -- $636 million first lien secured credit facility due 2014 ?
      Affirmed B1, LGD3 (33%), point estimate revised from LGD2
      (20%)

   -- $315 million second lien secured credit facility due 2015 ?
      Affirmed Caa2, LGD5 (86%), point estimate revised from LGD5
      (72%)

Outlook Action:

Ratings Outlook changes to Stable from Negative

RATINGS RATIONALE

The stable ratings outlook reflects Moody's expectations that
IPC's financial leverage should continue to decline and that the
company will maintain good liquidity in the next 12 to 18 months.
Driven by the recovery in demand for turret systems and network
circuits at the trading floors, IPC's revenue and EBITDA increased
in the fiscal year 2011 and the company's total Debt-to-EBITDA
leverage declined from over 8.0x in 2010 to 6.8x for the fiscal
year ended September 2011. Moody's expects the company to maintain
good liquidity comprised of its growing cash balances, projected
free cash flow and partial access to borrowings under the
revolving credit facility. Moody's raised IPC's Probability of
Default rating to B3, from Caa1, to reflect the company's more
sustainable capital structure. However, IPC's ratings would come
under pressure if the company is unable to address the approaching
revolving and term loan maturities in a timely manner.

The B3 Corporate Family Rating reflects IPC's still high financial
leverage, especially in the context of the cyclical demand for its
products by financial services firms, IPC's small scale relative
to its primary competitors, and its narrow business focus as a
provider of specialized telephony systems and networks services to
financial trading community.

The rating is supported by IPC's good liquidity, its leading
market position as a supplier of specialized telephony systems to
traders and brokers in the financial services industry, and the
company's historically long standing relationships with its key
customers.

Moody's could upgrade IPC's ratings if the company maintains good
revenue and free cash flow growth, and it could sustain Total
Debt-to-EBITDA leverage below 6.0x and produces consistent levels
of free cash flow of about 8% to 10% of its total debt.

IPC's ratings could be downgraded if the company's liquidity
deteriorates, or an erosion in revenue or profitability causes
IPC's Total Debt-to-EBITDA leverage to increase toward 7.0x and
free cash flow to decline to the low single digit percentages of
total debt.

The principal methodology used in rating IPC Systems was the
Global Communications Equipment Industry Methodology published in
July 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.

IPC Systems, Inc., headquartered in Jersey City, New Jersey,
provides voice trading products, systems and network services to
the financial services industry.


JAMES RIVER: Amends Bylaws to Revise Director Nominations
---------------------------------------------------------
The Board of Directors of James River Coal Company adopted and
approved amended and restated bylaws of the Company, effective as
of April 23, 2012.  The Bylaws restate the Company's bylaws in
their entirety and were adopted to implement revisions to the
Company's advance notice requirements with respect to director
nominations and certain other business a shareholder wishes to
bring before an annual meeting of shareholders.  These amendments
will be effective for annual meetings of the shareholders
occurring after the 2012 annual meeting of shareholders.

The Company has scheduled its 2012 Annual Meeting of Shareholders
to be held at the Company's principal office located at 901 E.
Byrd Street, Suite 1600, Richmond, Virginia 23219, on Monday,
April 23, 2012, at 10:00 a.m., local time.  The Company set
March 13, 2012, as the record date for shareholders entitled to
notice of, and to vote at, the 2012 Annual Meeting.

                         About James River

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

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

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

                          *     *     *

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

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

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


JESCO CONSTRUCTION: Sec. 341 Creditors' Meeting Set for Feb. 17
---------------------------------------------------------------
Ronald H. McAlpin, Assistant United States Trustee for Region 5,
will convene a Meeting of Creditors pursuant to Sec. 341(a) of the
BankruptcyCode in the Chapter 11 case of Jesco Construction Corp.,
a Delaware Corporation, on Feb. 17, at 10:30 a.m. at Hancock Bank
Building, 2510 14th Street, Room 920, Gulfport, MS 39501

For all creditors, except a government unit, proofs of claim are
due in the case by May 4, 2012.  For a governmental unit, proofs
of claim are due by July 3, 2012.

Headquartered in Wiggins, Mississippi, Jesco Construction Corp., a
Delaware Corporation, specializes in disaster response and was
part of the Hurricane Katrina cleanup.  It filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 12-50014) on Jan. 5, 2012.
Judge Katharine M. Samson presides over the case.  Craig M. Geno,
Esq., at Harris Jernigan & Geno, PLLC, serves as the Debtor's
counsel.  In its petition, the Debtor estimated $100 million to
$500 million in assets and $10 million to $50 million in debts.


JLH ENTERPRISES: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
StarTribune reports that JLH Enterprises Inc. filed on Jan. 20,
2012, for Chapter 11 protection in the U.S. Bankruptcy Court in
Minneapolis and St. Paul, Minnesota (Case No. 12-30292).  The
Company has yet to files schedules.  Joseph P. Helkamp is the
president of the Company.  J L H Enterprises Inc. is a private
company categorized under Mufflers and Exhaust Systems-Engine.


KENTUCKIANA MEDICAL: Town to Review Refinancing Plan
----------------------------------------------------
Ben Zion Hershberg at The Courier-Journal reports that Rebecca
Lockard, attorney of Clarksville, Indiana, said she will only
commit Clarksville to investigating the plan to refinance
Kentuckiana Medical Center -- and not commit the town to
participating.

According to the report, lawyers for the hospital have filed
preliminary plans to refinance with a $38 million investment from
the Argenta Group LLC, which would allow the addition of beds and
operating rooms and the repayment of debts.

The report says an Argenta official has said the financing is from
insurance companies and can be provided at favorable interest
rates only if a local government, with its secure finances, is
involved.  The Argenta plan calls for Clarksville to lease the
hospital from Argenta and then sublease it to the hospital's
doctors hospital, says the report.

The report adds that U.S. Bankruptcy Judge Basil Lorch III has
demanded evidence of serious commitments by local government and
investors in the hospital at a hearing that took place on Jan. 24,
2012, if Judge Lorch is to allow the medical center to retain its
Chapter 11 protection from creditors.

The report relates that Tim Donahue, the hospital's court-
appointed reconstruction manager, said he hopes the letter from
Clarksville will provide the evidence Judge Lorch wants.

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


KINGSBURY CORP: Sells Assets to Optimation for $2.6 Million
-----------------------------------------------------------
SentinelSource.com reports Kingsbury Corp. said it is selling off
its assets and property to Optimation Technology Inc. of Rush, New
York.  According to the report, Kingsbury won the bid for
Kingsbury's non-real estate assets last week, purchasing them for
$2.6 million.  Kingsbury listed the fair market value of the
assets at $4,050,000.  Optimation was the only bidder.

The report adds that the fate of the 300,000-square-foot facility
on Laurel Street still remains unclear.  The total property value
was assessed by the city at $4,238,100.

The report says, if the sale is successful, Kingsbury's machine-
tooling capabilities will become part of a national operation with
offices from Austin, Texas, to Nashua.  Optimation plans to move
the machinery to its location in New York.  The company also plans
to operate a small engineering office in Keene, New Hampshire.

The report further says the sale needs to be finalized by a judge
before Optimation can take over.  A hearing was set on Jan. 30,
2012, in U.S. Bankruptcy Court in Manchester, New Hampshire.  The
hearing will also allow those who filed objections to the sale to
argue their case.

                     About Kingsbury Corp.

Kingsbury Corp. -- http://www.kingsburycorp.com/-- makes and
assembles machine systems.  Kingsbury Corporation and affiliate
Ventura Industries, LLC, filed Chapter 11 petition (Bankr. D. N.H.
Case Nos. 11-13671 and 11-13687) on Sept. 30, 2011.  Jennifer
Rood, Esq., and Robert J. Keach, Esq., at Berstein, Shur, Sawyer &
Nelson, serve as counsel to the Debtors.  Donnelly Penman &
Partners serves as its investment banker. In its schedules, the
Debtor disclosed $10,134,679 in assets, and $24,534,973 in
liabilities as of the petition date.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to serve on the Official Committee of Unsecured
Creditors of Kingsbury Corporation.


KV PHARMACEUTICAL: Kingdon Capital Holds 7% of Class A Shares
-------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Kingdon Capital Management, L.L.C., and Mark Kingdon
disclosed that, as of Jan. 17, 2012, they beneficially own  
3,440,000 shares of Class A common shares of K-V Pharmaceutical
Company representing 7.05% of the shares outstanding.  A full-text
copy of the filing is available for free at http://is.gd/kNV77L

                  About KV Pharmaceutical Company

KV Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

KV Pharmaceutical has not timely filed its Form 10-K for the year
ended March 31, 2010 and its Form 10-Qs for the subsequent
quarterly periods.  The Company's independent accounting firm,
KPMG, resigned on June 25, 2010, and the Company has tapped BDO
USA, LLP, to audit the fiscal 2010 financial statements.  The Form
10-Q for the quarter ended June 30, 2010, was only filed March 10,
2011.

The Company was not able to complete its Form 10-Q for the three-
and six-month periods ended Sept. 30, 2011, by the filing deadline
of Nov. 9, 2011, without unreasonable effort and expense.  The
Company expects to file this Form 10-Q with the SEC as soon as
practicable after filing the amended filings, and, in any case,
within five days of those filings.

KPMG LLP, in St. Louis, Missouri, expressed substantial doubt
about K-V Pharmaceutical's ability to continue as a going concern.
The independent auditors noted that the Company has suspended the
shipment of all products manufactured by it and must comply with a
consent decree with the FDA before approved products can be
reintroduced to the market.  Significant negative impacts on
operating results and cash flows from these actions including the
potential inability of the Company to raise capital; suspension of
manufacturing; significant uncertainties related to litigation and
governmental inquiries; and debt covenant violations.

The Company's balance sheet at of March 31, 2011, showed
$564.70 million in total assets, $942.50 million in total
liabilities and a $377.80 million total shareholders' deficit.

The Company reported a net loss of $271.70 million on $27.30
million of net revenues for the year ended March 31, 2011,
compared with a net loss of $283.60 million on $9.10 million of
net revenues during the prior year.


LAMAR MEDIA: Moody's Assigns 'B1' Rating to $400-Mil. Sr. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Baa3 rating to the new $100
million senior secured Term Loan A-3 credit facility of Lamar
Media Corporation, an operating subsidiary of Lamar Advertising
Company, and a B1 rating to the company's new $400 million senior
subordinated notes. The company's Ba3 Corporate Family Rating
(CFR), Ba3 Probability of Default Rating (PDR) and SGL-2
Speculative Grade Liquidity rating are not affected by these
actions and the rating outlook is stable.

Details of the rating action are:

Issuer: Lamar Media Corporation

   -- $100 million Senior Secured Term Loan A-3, Assigned Baa3,
      LGD2-13%

   -- $400 million Senior Subordinated 10 year Notes, Assigned B1,
      LGD5-81%

Proceeds from the $100 million Term Loan A-3, $400 million Senior
Sub Notes along with approximately $146 million borrowed under the
existing revolver, will be used to fund a tender offer for up to
$600 million of the exiting 6.625% Senior Subordinated Notes due
2015 on a pro-rata basis.

RATING RATIONALE

The rating assigned to the senior secured Term Loan A-3 of Baa3
and the senior subordinated notes rating of B1 is based on the
application of Moody's LGD methodology. While the outcome results
in a higher amount of senior secured debt compared to Subordinated
debt pro-forma for the transaction, the company has paid down $250
million of primarily senior secured debt over the last twelve
months ending September 2011. The Baa3 rating on the senior
secured credit facility reflects the priority over unsecured debt
by virtue of the security package. The B1 rating on the
subordinated notes reflects their junior most position in the
capital structure and their contractual subordination to all
senior secured and senior unsecured creditors.

There is no change in the company's Ba3 CFR and Ba3 PDR at this
time as the transactions have a relatively neutral impact on
credit metrics although it extends out $400 million of debt to
2022 and may provide some interest expense savings. The company's
revenues continue to recover from the impact of the sharp cyclical
downturn and margins have improved from cost savings achieved over
the past few years. It has also benefited from its continued focus
on debt repayment, mentioned above, along with capex spend of
approximately $100 million expected in 2011 which will be used in
part, to expand its digital billboard footprint. Moody's believes
that revenue growth will continue in the low to mid single digits
with similar growth in EBITDA and free cash flow. Moody's also
expects the company will continue to paydown debt and anticipate
the revolver balance will decline substantially by the end of 2012
with free cash flow meeting the operating cash needs of the
company.

The combination of strong operating performance, good free cash
flow, and conservative financial policies position the company at
the high end of the Ba3 CFR level. Lamar's SGL-2 liquidity rating
reflects its ability to generate strong free cash flows, the
absence of material near-term debt maturities until 2014 and 2015,
and Moody's expectation that Lamar will remain in compliance with
financial covenants under the credit facility. Additional cushion
in its financial covenants may be provided by an effort to
amendment its credit agreement to eliminate further step downs in
its covenant requirements in future years.

The last rating action was on April 8, 2010 when Moody's assigned
ratings to the Senior Secured Bank Credit Facility and $400
million Senior Subordinated Note with the CFR affirmed at Ba3.

Lamar'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; (iii) 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 Lamar's core industry and
believes Lamar's ratings are comparable to those of other issuers
with similar credit risk.

The principal methodology used in rating Lamar Media Corporation
was the Global Broadcast Industry Methodology published in June
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.

Lamar Advertising Company, with its headquarters in Baton Rouge,
Louisiana, is a leading owner and operator of advertising
structures in the U.S. and Canada. The company generated revenues
of $1.121 billion on a LTM basis as of September 2011.


LAMAR MEDIA: S&P Upgrades Corporate Credit Rating to 'BB-'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Baton Rouge, La.-based outdoor advertising operator
Lamar Advertising Co. and its operating subsidiary, Lamar Media
Corp. (Lamar), to 'BB-' from 'B+'. The rating outlook is stable.

"At the same time, we assigned our 'BB+' issue-level rating to
Lamar's proposed new $100 million senior secured term loan, with a
recovery rating of '1', indicating our expectation of very high
(70% to 90%) recovery for lenders in the event of a payment
default. We also raised our issue-level ratings on the company's
existing senior secured first-lien debt to 'BB+' from 'BB', in
accordance with our notching criteria for a recovery rating of
'1'," S&P said.

"We also assigned the company's proposed $400 million of senior
subordinated notes due 2022 our 'BB-' issue-level rating, with a
recovery rating of '3', indicating our expectation of meaningful
(50% to 70%) recovery for noteholders in the event of a payment
default. In addition, we raised our issue-level ratings on the
company's existing senior subordinated debt to 'BB-' from 'B+',"
S&P said.

"We expect Lamar to use proceeds, along with borrowings under its
revolving credit facility, to tender for $500 million (potentially
upsized to $600 million) of its 6.625% senior subordinated notes
due 2015," S&P said.

"The upgrade reflects our expectation that Lamar will be able to
reduce and sustain fully-adjusted leverage below 5.5x in 2012,
based on modest EBITDA growth and voluntary debt reduction from
discretionary cash flow," explained Standard & Poor's credit
analyst Michael Altberg.

Lamar's business risk profile is "satisfactory", because of its
strong position in small to midsize outdoor advertising markets,
consistently high EBITDA margin of 40% to 42%, and only moderate
structural pressure compared with various other media due to less
competition from online advertising. "We consider the company's
financial profile as 'aggressive,' given its still-high, albeit
declining, fully adjusted leverage, which stood at 5.9x as of
Sept. 30, 2011. We view liquidity as 'adequate,' given the
company's good discretionary cash flow, and that a financial
policy oriented toward debt repayment will continue in 2012," S&P
said.

"Lamar is the third-largest U.S. outdoor advertising company,
based on number of displays. A significant portion of its revenues
comes from its higher-margin billboard business. Unlike its much
larger competitors, Clear Channel Communications Inc. and CBS
Corp., Lamar generates a high percentage of revenues from small to
midsize markets, where its strong market shares helped to mitigate
local revenue declines in 2009. In addition, Lamar has a
significantly higher EBITDA margin than larger-market peers'. We
attribute this, in part, to its lack of participation in
international markets, where CBS and Clear Channel operate with a
higher mix of lower-margin transit displays than in the U.S.
Furthermore we believe Lamar has less domestic exposure to lower-
margin specialty displays than its larger peers," S&P said.


LAST MILE: Committee Can Retain Halperin Battaglia as Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has granted the Official Committee of Unsecured Creditors in the
Chapter 11 case of Last Mile Inc. permission to retain Halperin
Battaglia Raicht, LLP, as it counsel, nunc pro tunc to Nov. 29,
2011.

HBR will, among other things:

  a. advise the Committee with respect to its rights, duties
     and powers in this case;

  b. assist and advise the Committee in its consultations
     with the Debtor relative to the administration of this
     case;

  c. assist the Committee in analyzing the claims of Debtor's
     creditors and in negotiating with such creditors;

  d. assist with the Committee's investigation of the acts,
     conduct, assets, liabilities and financial condition of
     the Debtor, the operation of the Debtor's business and
     the proposed disposition of the business or assets; and

  e. assist the Committee in its analysis of and negotiations
     with the Debtor or any third party concerning matters
     related to the realization by creditors of a recovery on
     claims and other means of realizing value in this case.

Compensation will be payable to HBR on an hourly basis,
plus reimbursement of actual, necessary expenses and other charges
incurred by the firm.  HBR's current hourly rates are from $525 to
$195 per hour for attorneys and $125 to $95 per hour for
paraprofessionals.

Alan D. Halperin, a partner of Halperin Battaglia Raicht, attested
that the firm is a "disinterested person," as that term is defined
in Section 101(14) of the Bankruptcy Code.

                         About Last Mile

Based in Lebanon, Pennsylvania, Last Mile Inc., aka Sting
Communications, is a telecommunications services company
delivering advanced Ethernet transport services.  It specializes
in designing, implementing and managing Wide Area Networks that
leverage the power of Internet Protocol to link the customers'
locations securely, efficiently and cost effectively to support
delivery of advanced applications, voice, data and video at
scalable broadband speeds.

Last Mile filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-14769) on Oct. 12, 2011.  Judge Sean H. Lane presides over
the case.  Kenneth A. Rosen, Esq., and Thomas A. Pitta, Esq., at
Lowenstein Sandler PC, in New York, represent the Debtor as
counsel.  In its schedules, the Debtor disclosed $11,757,058
in assets and $23,300,655 in liabilities.

Tracy Hope Davis, the United States Trustee for Region 2, pursuant
to 11 U.S.C. Sec. 1102(a) and (b), appointed three unsecured
creditors to serve on the Official Committee of Unsecured
Creditors of Last Mile Inc., aka Sting Communications.  Halperin
Battaglia Raicht, LLP, serves as counsel for the Committee.


LAST MILE: Taps Griffin as Investment Banker and Financial Advisor
------------------------------------------------------------------
Last Mile Inc. asks the U.S. Bankruptcy Court for the Southern
District of New York for authorization to employ Griffin Financial
Group, LLC, as its investment banker and financial advisor, in
connection with (i) the sale of all or substantially all of the
assets of the Debtor; (ii) the review of private placement
financing alternatives available to the Debtor, if any,
involving raising debt and/or equity (the "Financing"); and (iii)
the restructuring of the balance sheet of the Debtor.

Griffin will provide a broad range of necessary financial advisory
and investment banking services.

Subject to Court approval, Griffin will be compensated in
accordance with the following compensation structure:

1. Retainer Fee. A monthly retainer fee (the "Retainer Fee") of
$5,000 will be due and payable on the first of every month
beginning Feb. 1, 2012, without separate invoice.

2. Transaction Fee. Upon completion of a Sale, Financing or
Restructuring Transaction, and subject to an order approving the
sale of all or substantially all of the Companies assets or
through a confirmed plan of reorganization in a Chapter 11
bankruptcy proceeding, the Company will pay Griffin a fee in the
amount of $250,000 (less retainers paid to date up to a maximum of
$50,000) (the "Transaction Fee",) payable in cash, in
federal funds via wire transfer or certified check at any closing.

3. Expenses. Griffin will invoice on a monthly basis, and the
Company will promptly pay, Griffin's reasonable out-of-pocket
expenses incurred in providing the above services (including, but
not limited to, travel, meeting, telephone, copy services, postage
and shipping, legal fees and expenses and database expenses,
etc.).

To the best of the Debtor's knowledge and except to the extent
disclosed in the motion and the Bernabeo Certification: (a)
Griffin is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code, as required by Section 327(a) of
the Bankruptcy Code and does not hold or represent an interest
adverse to the Debtor's estate; and (b) Griffin has no connection
to the Debtor, its creditors or its related parties except as may
be disclosed in the Bernabeo Certification.

A copy of the Griffin employment application is available for free
at http://bankrupt.com/misc/lastmile.doc63.pdf

                         About Last Mile

Based in Lebanon, Pennsylvania, Last Mile Inc., aka Sting
Communications, is a telecommunications services company
delivering advanced Ethernet transport services.  It specializes
in designing, implementing and managing Wide Area Networks that
leverage the power of Internet Protocol to link the customers'
locations securely, efficiently and cost effectively to support
delivery of advanced applications, voice, data and video at
scalable broadband speeds.

Last Mile filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-14769) on Oct. 12, 2011.  Judge Sean H. Lane presides over
the case.  Kenneth A. Rosen, Esq., and Thomas A. Pitta, Esq., at
Lowenstein Sandler PC, in New York, represent the Debtor as
counsel.  In its schedules, the Debtor disclosed $11,757,058 in
assets and $23,300,655 in liabilities.

Tracy Hope Davis, the United States Trustee for Region 2, pursuant
to 11 U.S.C. Sec. 1102(a) and (b), appointed three unsecured
creditors to serve on the Official Committee of Unsecured
Creditors of Last Mile Inc., aka Sting Communications.  Halperin
Battaglia Raicht, LLP, serves as counsel for the Committee.


LAST MILE: Can Continue Using Manufacturers and Traders Cash
------------------------------------------------------------
On Jan. 17, 2012, the U.S. Bankruptcy Court for the Southern
District of New York, entered an interim bridge order authorizing
Last Mile, Inc., to continue using cash collateral of
Manufacturers and Traders Trust Company for the period
through the date which is earliest to occur of (a) Jan. 27, 2012,
or (b) a Termination Declaration Date pursuant to and in
accordance with the Budget attached as Exhibit A to the Third
Interim Cash Collateral Order (Docket No. 60), subject to the
variance allowances contained in paragraph 3 of the Interim Cash
Collateral Order [Docket No. 19], to satisfy (in the order of) (i)
all payments required under their ground leases; (ii) all monthly
payments to be made in escrow for insurance and taxes; and (iii)
operational costs and expenses arising in connection with the
administration of the Debtor's estate.

Pursuant to paragraph 3 of the Interim Cash Collateral Order, the
Debtor may move amounts between line items on the Budget
consistent with reasonable financial practice, may not exceed any
line item on the Budget by more than 10% without the Lender's
permission but may apply unused amounts for any line item on the
Budget towards the payment of any other line item on the Budget.

A copy of the January 17 Interim Bridge Order is available
for free at http://bankrupt.com/misc/lastmile.doc69.pdf

About Last Mile

Based in Lebanon, Pennsylvania, Last Mile Inc., aka Sting
Communications, is a telecommunications services company
delivering advanced Ethernet transport services.  It specializes
in designing, implementing and managing Wide Area Networks that
leverage the power of Internet Protocol to link the customers'
locations securely, efficiently and cost effectively to support
delivery of advanced applications, voice, data and video at
scalable broadband speeds.

Last Mile filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-14769) on Oct. 12, 2011.  Judge Sean H. Lane presides over
the case.  Kenneth A. Rosen, Esq., Jeffrey A. Kramer, Esq., and
Thomas A. Pitta, Esq., at Lowenstein Sandler PC, in New York,
represent the Debtor as counsel.  In its schedules, the Debtor
disclosed $11,757,058 in assets and $23,300,655 in liabilities.

Tracy Hope Davis, the United States Trustee for Region 2, pursuant
to 11 U.S.C. Sec. 1102(a) and (b), appointed three unsecured
creditors to serve on the Official Committee of Unsecured
Creditors of Last Mile Inc., aka Sting Communications.  Halperin
Battaglia Raicht, LLP, serves as counsel for the Committee.


LOS ANGELES DODGERS: Lease Decision Period Extended to April 30
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended, pursuant to Sections 365(d)(4) of the Bankruptcy Code
the deadline for Los Angeles Dodgers LLC, et al., to assume or
reject unexpired leases of nonresidential real property through
and including April 30, 2012, with the written consent of the
applicable landlords.

                    About Los Angeles Dodgers

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

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

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

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

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

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

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

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

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


LOS ANGELES DODGERS: Can Employ Covington as Special Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Los Angeles Dodgers LLC, et al., permission to employ Covington &
Burling LLP as special counsel, nunc pro tunc to July 20, 2011.

As reported in the TCR on Dec. 26, 2011, Covington & Burling LLP
will, among other things:

   a. negotiate on behalf of the Debtors the terms of a potential
      transaction involving the telecast rights;

   b. prepare on behalf of the Debtors all necessary transactional
      documents in connection with a potential transaction
      involving the telecast rights; and

   c. perform all other necessary legal services in connection
      with a potential transaction involving the Telecast Rights
      as may be requested by the Debtors is deemed necessary or
      appropriate by Covington (excluding legal services in
      connection with obtaining this Court's approval of any such
      media rights deal, which will instead be provided by the
      Debtors' bankruptcy counsel, Dewey & LeBoeuff LLP)

Douglas G. Gibson attested that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The firm's rates are:

   Personnel                    Rates
   ---------                    -----
   Lead Attorney                $830
   Paralegal/non-attorney     $275-$940

                    About Los Angeles Dodgers

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

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

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

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

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

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

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

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

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


MARSICO HOLDINGS: Bank Debt Trades at 65% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Marsico is a
borrower traded in the secondary market at 34.90 cents-on-the-
dollar during the week ended Friday, Jan. 27, 2012, an increase of
2.57 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Dec. 14, 2014.  The
loan is one of the biggest gainers and losers among 155 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Marsico Holdings, LLC, is the new indirect parent of Marsico
Capital Management, LLC, and Marsico Fund Advisors, LLC.  Marsico
Capital Management is a Denver-based asset management firm
offering investment services to institutional and retail
investors.

The last rating action was taken on Oct. 13, 2010, when Moody's
downgraded the ratings of Marsico Parent Company, LLC's senior
secured bank facilities to Caa2 from Caa1and put them on review
for further downgrade.  In addition, the rating of Marsico Parent
Holdco, LLC's senior note was downgraded to C from Ca with a
stable outlook.  In the same rating action, Moody's also put the
Caa3 corporate family rating of Marsico Parent on review for
possible downgrade.  Moody's affirmed Marsico Parent's senior
unsecured notes at Ca and changed the outlook to stable from
negative.


MC2 CAPITAL: Court OKs MacConaghy & Barnier as Bankruptcy Counsel
-----------------------------------------------------------------
MC2 Capital Partners LLC sought and obtained permission from the
U.S. Bankruptcy Court for the Northern District of California to
employ MacConaghy & Barnier, PLC as bankruptcy counsel under a
general retainer.  John H. MacConaghy, Esq., will lead the
engagement.

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.
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.


MEDIA GENERAL: Incurs $3.3 Million Net Loss in Fourth Quarter
-------------------------------------------------------------
Media General, Inc., reported a net loss of $3.30 million on
$167.73 million of total revenues for the 13 weeks ending Dec. 25,
2011, compared with net income of $9.04 million on $189.87 million
of total revenues for the 13 weeks ending Dec. 26, 2010.

The Company reported a net loss of $71.01 million on $448.47
million of total revenues for the nine months ended Sept. 25,
2011, compared with a net loss of $31.68 million on $488.23
million of total revenues for the nine months ended Sept. 26,
2010.

The Company reported a net loss of $74.32 million on $616.20
million of total revenues for the 52 weeks ending Dec. 25, 2011,
compared with a net loss of $22.63 million on $678.11 million of
total revenues for the 52 weeks ended Dec. 26, 2010.

The Company's balance sheet at Dec. 25, 2011, showed $1.08 billion
in total assets, $1.05 billion in total liabilities and $33.95
million in stockholders' equity.

"Media General's fourth-quarter results reflected several positive
trends.  Automotive advertising at our Broadcast television
stations increased 14 percent from the prior year.  Excluding
Political revenues, total Broadcast revenues increased nearly 9
percent," said Marshall N. Morton, president and chief executive
officer.  "In addition, the decline in Print revenues moderated to
6.6 percent, compared with a 9.1 percent decrease in the third
quarter of 2011.  Fourth-quarter Print revenues included strong
preprint advertising volume in several markets and solid retail
advertising related to the holidays.

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

                        http://is.gd/fSpNDY

                        About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.  The Company operates in
three business segments: Publishing, Broadcast and Interactive
Media. The Company owns 25 daily newspapers and more than 150
other publications, as well as 23 television stations.  The
Company also operates more than 75 online enterprises.  In March
2008, the Company completed the purchase of DealTaker.com, an
online social shopping portal.

                           *     *      *

As reported by the Troubled Company Reporter on October 5, 2011,
Moody's Investors Service downgraded Media General, Inc.'s (Media
General) Corporate Family Rating (CFR) and senior secured bond
rating to B3 from B2, and lowered the company's speculative-grade
liquidity rating to SGL-4 from SGL-3.  The rating actions reflect
the liquidity pressure from the approaching March 2013 credit
facility maturity and heightened risk of a covenant violation, as
well as the operating pressure from a weaker advertising market.
The rating outlook is negative.

The TCR also reported on Oct. 28, 2011, that Standard & Poor's
Ratings Services lowered its corporate credit on Richmond, Va.-
headquartered Media General Inc. to 'CCC+' from 'B-'.  "The
downgrade reflects our expectation that Media General could face
difficulties in maintaining covenant compliance in 2012," S&P
said.


MEDIA GENERAL: Royce & Associates Owns 4.8% of Class A Shares
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Royce & Associates, LLC, disclosed that, as
of Dec. 31, 2011, it beneficially owns 1,097,705 shares of Class A
common stock of Media General, Inc., representing 4.86% of the
shares outstanding.  A full-text copy of the filing is available
for free at http://is.gd/U8yxVv

                        About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.  The Company operates in
three business segments: Publishing, Broadcast and Interactive
Media. The Company owns 25 daily newspapers and more than 150
other publications, as well as 23 television stations.  The
Company also operates more than 75 online enterprises.  In March
2008, the Company completed the purchase of DealTaker.com, an
online social shopping portal.

The Company reported a net loss of $71.01 million on $448.47
million of total revenues for the nine months ended Sept. 25,
2011, compared with a net loss of $31.68 million on $488.23
million of total revenues for the nine months ended Sept. 26,
2010.

The Company reported a net loss of $74.32 million on $616.20
million of total revenues for the 52 weeks ending Dec. 25, 2011,
compared with a net loss of $22.63 million on $678.11 million of
total revenues for the 52 weeks ended Dec. 26, 2010.

The Company's balance sheet at Dec. 25, 2011, showed $1.08 billion
in total assets, $1.05 billion in total liabilities and $33.95
million in stockholders' equity.

                           *     *      *

As reported by the Troubled Company Reporter on October 5, 2011,
Moody's Investors Service downgraded Media General, Inc.'s (Media
General) Corporate Family Rating (CFR) and senior secured bond
rating to B3 from B2, and lowered the company's speculative-grade
liquidity rating to SGL-4 from SGL-3.  The rating actions reflect
the liquidity pressure from the approaching March 2013 credit
facility maturity and heightened risk of a covenant violation, as
well as the operating pressure from a weaker advertising market.
The rating outlook is negative.

The TCR also reported on Oct. 28, 2011, that Standard & Poor's
Ratings Services lowered its corporate credit on Richmond, Va.-
headquartered Media General Inc. to 'CCC+' from 'B-'.  "The
downgrade reflects our expectation that Media General could face
difficulties in maintaining covenant compliance in 2012," S&P
said.


MEDICURE INC: Reports C$1 Million Net Income in Q2 2012
-------------------------------------------------------
Medicure Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 6-K, reporting net income
of C$1.05 million on C$2.24 million of net product sales for the
three months ended Nov. 30, 2011, compared with net income of
C$709,912 on C$802,409 of net product sales for the same period
during the prior year.

The Company reported a loss and comprehensive loss of C$2.01
million on C$3.62 million of net product sales for the fiscal year
ended May 31, 2011, compared with a loss and comprehensive loss of
C$5.53 million on C$3.31 million of net product sales during the
prior year.

The Company reported net income of C$24.60 million on
C$3.76 million of net product sales for the six months ended Nov.
30, 2011, compared with a net loss of C$869,925 on C$1.63 million
of net product sales for the same period a year ago.

The Company's balance sheet at Nov. 30, 2011, showed
C$6.51 million in total assets, C$7.08 million in total
liabilities and a C$574,987 total shareholders' deficiency.

A full-text copy of the Form 6-K is available for free at:

                        http://is.gd/xwM2Ti

                        About Medicure Inc.

Based in Winnipeg, Manitoba, Canada, Medicure Inc. (TSX/NEX:
MPH.H) -- http://www.medicure.com/-- is a biopharmaceutical
company engaged in the research, development and commercialization
of human therapeutics.  The Company has rights to the commercial
product, AGGRASTAT(R) Injection (tirofiban hydrochloride) in the
United States and its territories (Puerto Rico, U.S. Virgin
Islands, and Guam).  AGGRASTAT(R), a glycoprotein GP IIb/IIIa
receptor antagonist, is used for the treatment of acute coronary
syndrome (ACS) including unstable angina, which is characterized
by chest pain when one is at rest, and non-Q-wave myocardial
infarction.

KPMG LLP, in Winnipeg, Canada, noted that Medicure has experienced
operating losses since incorporation that raises significant doubt
about its ability to continue as a going concern.


MERCEDES HOMES: Ends Operations After Getting Deals for New Homes
-----------------------------------------------------------------
Wayne T. Price at Florida Today reports that Mercedes Homes LLC
said it is ending operations two years after filing for Chapter 11
bankruptcy after its contracts for new homes are satisfied.

According to the report, Marc Watson, the chief restructuring
officer of Mercedes Homes LLC, said: "The change in executive
management was implemented to facilitate a structured conclusion
to Mercedes Homes? business operations."

Mr. Watson added: "Mercedes will continue to conduct business,
including continuing to sell new homes, as part of the plan for
the orderly conclusion of business.  A structured plan was
designed and implemented to ensure that homes currently under
construction are timely and properly delivered to our customers."

Headquartered in Melbourne, Florida, Mercedes Homes Inc. --
http://www.mercedeshomes.com/-- operates a homebuilding company
that was established in 1983 by Howard Buescher, a 23-year veteran
of the homebuilding business and his daughter Susan Girard.  The
Company employs approximately 400 people who sell, and construct,
homes of distinctive quality in over 80 communities in Florida,
Texas and North and South Carolina.

The Company and 10 affiliates filed for Chapter 11 protection on
Jan. 26, 2009 (Bankr. S.D. Fla. Lead Case No. 09-11191).  Sean T.
Cork, Esq., Tina M. Talarchyk, Esq., and Craig D. Hansen, Esq., at
Squire, Sanders & Dempsey, LLP, represent the Debtors in their
restructuring efforts.  Richard M. Williamson and Alvarez & Marsal
North American LLC serve as the Debtors' chief restructuring
officer, Odyssey Capital Group LLC as valuation expert, Michael P.
Kahn & Associates LLC as financial advisor and Kurtzman Carson
Consultants LLC as claims and noticing agent.  The Debtors'
Schedules of Assets and Liabilities delivered to the bankruptcy
court in March 2009 show $309 million in assets available to pay
liabilities totalling $280 million, $224 million of which is owed
to secured creditors.  M. Bryant Gatrell, Esq., at Moore & Van
Allen PLLC, represents the agent for the Debtors' prepetition
first lien facilities.  Jay M. Sakalo, Esq., at Bilzin Sumberg
Baena Price & Exelrod, LLP, represents the agent for the Debtors'
prepetition second lien facility.


MERIDIAN SHOPPING: Sec. 341 Creditors' Meeting Set for Feb. 22
--------------------------------------------------------------
The U.S. Trustee for the Northern District of California, in Santa
Ana, will hold a First Meeting of Creditors pursuant to 11 U.S.C.
Sec. 341(a) in the Chapter 11 case of Meridian Shopping Center
LLC, on Feb. 22, 2012, at 10:30 a.m. at San Jose Room 268.

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

Proofs of claim are due May 22, 2012.

Meridian Shopping Center LLC, based in Milpitas, California, filed
for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 12-50380)
on Jan. 18, 2012.  Judge Stephen L. Johnson presides over the
case.  The Law Office of Dennis Yan serves as the Debtor's
counsel.  The Debtor scheduled $14,000,000 in assets and
$10,912,623 in liabilities.  The petition was signed by John Wynn,
manager.


MERIDIAN SHOPPING: Status Conference Set for March 1
----------------------------------------------------
The Bankruptcy Court has set a Status Conference in the Chapter 11
case of Meridian Shopping Center LLC for March 1, 2012, at 9:30
a.m. at San Jose Courtroom 3099 - Johnson.

Meridian Shopping Center LLC, based in Milpitas, California, filed
for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 12-50380)
on Jan. 18, 2012.  Judge Stephen L. Johnson presides over the
case.  The Law Office of Dennis Yan serves as the Debtor's
counsel.  The Debtor scheduled $14,000,000 in assets and
$10,912,623 in liabilities.  The petition was signed by John Wynn,
manager.


METRO-GOLDWYN-MAYER: S&P Raises Corporate Credit Rating to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Beverly Hills, Calif.-based Metro-Goldwyn-Mayer Inc.
(MGM) to 'B' from 'B-'. The rating outlook is stable.

"In conjunction with the upgrade, we raised our issue-level
ratings on the company's senior secured credit facilities to 'BB-'
(two notches higher than the 'B' corporate credit rating on the
company). Our recovery rating on this debt remains unchanged at
'1', indicating our expectation of very high (90% to 100%)
recovery for lenders in the event of a payment default," S&P said.

"The upgrade reflects our view that the company has stabilized its
library cash flow since emerging from bankruptcy in December
2010," said Standard & Poor's credit analyst Deborah Kinzer. "The
stable rating outlook reflects our expectation that although the
company faces risks associated with the resumption of film
production activities in 2012, releases scheduled at the end of
the year, anchored by a new James Bond film and the first Hobbit
movie, will enable it to regain modest profitability in new
production."

"We regard MGM's business risk profile as 'weak'. The company
relies on its film library for the bulk of its revenue and EBITDA.
Film library values have diminished in recent years, as catalog
sales have weakened amid competition from alternative forms of
entertainment. Also, MGM faces the risk of losses and write-downs
on new releases in 2012 after about a two-year hiatus," S&P said.

"We regard the company's financial risk profile as 'highly
leveraged' because of its still-heavy debt burden, despite the
steep debt reduction after its emergence from bankruptcy in late
2010. In addition, we believe that debt will remain high over the
next few years as the company funds a considerable portion of film
production with advances from its co-financing partners," S&P
said.

"MGM is a pure-play filmed entertainment company. Its extensive
film and TV library contains about 4,100 theatrically released
movies and 10,800 TV episodes. Franchise properties include the
James Bond film series, Rocky films, and the Stargate TV series.
The company also has a 50% interest in the two upcoming Hobbit
movies. MGM's library represents its most stable source of cash
flow, although the prospects for increasing this cash flow receded
during the 2010-2011 period, during which the company had no new
releases and was exposed to unfavorable trends in home video. The
company has actively licensed its titles to domestic and
international TV channels and to digital video service providers,
but we believe that future licensing activities will only be
successful if the library is refreshed with new films. In 2012,
management plans to resume producing a regular slate of four to
six films a year, but it will take several years, depending on
success, for cash flow from all distribution windows to fund
ongoing production without further borrowing. We view the James
Bond and Hobbit films as promising for MGM's future box-office
performance, but the success of other films involves high risk,"
S&P said.


MF GLOBAL: Missing $1.2 Billion May No Longer Be Recoverable
------------------------------------------------------------
The Wall Street Journal's Scott Patterson and Aaron Lucchetti
report that nearly three months after MF Global Holdings Ltd.
collapsed, officials hunting for an estimated $1.2 billion in
missing customer money increasingly believe that much of it might
never be recovered, according to people familiar with the
investigation.

According to WSJ, a person close to the investigation said the
findings so far suggest that a "significant amount" of the money
could have "vaporized" as a result of chaotic trading at MF Global
during the week before the company's Oct. 31 bankruptcy filing.

The report says many officials now believe certain employees at MF
Global dipped into the "customer segregated account" that the New
York company was supposed to keep separate from its own assets --
and then used the money to meet demands for more collateral or to
unfreeze assets at banks and other counterparties as they grew
more concerned about their financial exposure to MF Global.

WSJ also notes investigators are examining other scenarios that
have gained traction in recent weeks, such as the possibility that
MF Global suffered steep losses on investments made using customer
money. Officials investigating the case have looked into whether
such investments were appropriate under rules at the time.

According to the report, people familiar with the matter said as
money poured out of MF Global, much of it likely passed through
J.P. Morgan Chase & Co. and other banks where the securities firm
had accounts, as well as trade-clearing partners such as
Depository Trust & Clearing Corp. and LCH.Clearnet Group Ltd.
Those companies have denied being knowingly in possession of any
missing MF Global money, and any efforts to make them fill the
hole would face daunting hurdles.  And because the firms usually
were middlemen between MF Global and other counterparties, the
funds they touched were then scattered widely, complicating the
search.

According to the report, James Giddens, the bankruptcy trustee for
MF Global's U.S.-based brokerage operation, said of the $6 billion
kept at MF Global by farmers, hedge funds, floor traders and other
customers when panic erupted over its exposure to European
sovereign debt and shaky financial outlook, about $5.3 billion has
been located.  But hundreds of millions of customer dollars are
potentially snarled in litigation with other parts of MF Global,
including its U.K. arm, and U.S. officials might never be able to
recover those funds.  WSJ relates Mr. Giddens believes the
shortfall is at least $1.2 billion, though regulators at the
Commodity Futures Trading Commission and CME Group Inc., parent of
the Chicago Mercantile Exchange and New York Mercantile Exchange,
have estimated the total is smaller than that.

So far, WSJ notes, Mr. Giddens's office has returned about 72% of
the money in customers' U.S. accounts when MF Global filed for
bankruptcy at the end of October.  Money in accounts outside the
U.S. remains frozen, and officials have gotten few big breaks in
the case.

Mr. Giddens's investigations include about 14 lawyers and 60
forensic accountants.

WSJ also reports that on Thursday, a House Financial Services
subcommittee will zero in on MF Global's risk-management practices
and the role of credit-rating firms in the collapse.  Among the
people scheduled to testify at the hearing is Michael Roseman, a
former chief risk officer at MF Global who raised serious concerns
several times in 2010 about the growing bet on European bonds by
MF Global CEO Jon S. Corzine.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- is one of the world's leading brokers of commodities and
listed derivatives.  MF Global provides access to more than 70
exchanges around the world.  The firm is also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on December 19, 2011.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

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


MICROTHIN.COM INC: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Microthin.com Inc.
        1291 Brummel Ave.
        Elk Grove Village, IL 60007

Bankruptcy Case No.: 12-02450

Chapter 11 Petition Date: January 25, 2012

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

Judge: Carol A. Doyle

Debtor's Counsel: Chester H. Foster, Jr., Esq.
                  FOSTER & SMITH
                  3825 W 192nd St.
                  Homewood, IL 60430
                  Tel: (708) 799-6300
                  Fax: (708) 799-6339
                  E-mail: chf@fostersmithlaw.com

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

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

A list of the Company's 14 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ilnb12-02450.pdf

The petition was signed by Daniel O'Malley, secretary.


MIDWEST ENVIRONMENTAL: Case Summary & 10 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Midwest Environmental Services Group, Inc.
        343 W. Erie, Ste. 220
        Chicago, IL 60654

Bankruptcy Case No.: 12-02569

Chapter 11 Petition Date: January 25, 2012

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

Judge: Pamela S. Hollis

Debtor's Counsel: Kurt J. Kolar, Esq.
                  LAW OFFICE OF KURT J. KOLAR
                  191 N. Wacker, Suite 2300
                  Chicago, IL 60606
                  Tel: (312) 641-3230
                  Fax: (312) 641-3225
                  E-mail: kjkolar@kjkolarlaw.com

Scheduled Assets: $216,748

Scheduled Liabilities: $1,294,551

A list of the Company's 10 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ilnb12-02569.pdf

The petition was signed by Kimberly Heath, president.


MIL 509: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: MIL 509 West 212-I, LLC
        509 West 212th Street
        New York, NY 10034

Bankruptcy Case No.: 12-10291

Chapter 11 Petition Date: January 25, 2012

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

Judge: Robert E. Gerber

Debtor's Counsel: Edward E. Neiger, Esq.
                  NEIGER LLP
                  151 West 46th Street, 4th Floor
                  New York, NY 10036
                  Tel: (212) 267-7342
                  Fax: (212) 918 3427
                  E-mail: eneiger@neigerllp.com

Estimated Assets: $0 to $50,000

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/nysb12-10291.pdf

The petition was signed by Zohar A. Cohen, managing member.


MOHEGAN TRIBAL: Files Mohegan Sun Statistical Report
----------------------------------------------------
The Mohegan Tribal Gaming Authority, on Jan. 27, 2012, posted on
its Web site its Table Games Statistical Report for Mohegan Sun at
Pocono Downs containing statistics relating to gross table games
revenues, table games tax and weighted average number of table
games.  The Table Games Statistical Report includes these
statistics on a monthly basis for the three months ended Dec. 31,
2011, and the fiscal year ended Sept. 30, 2011.  A copy of the
Table Games Statistical Report is available for free at:

                        http://is.gd/864Fog

                About Mohegan Tribal Gaming Authority

Mohegan Tribal Gaming Authority -- http://www.mtga.com/-- is an
instrumentality of the Mohegan Tribe of Indians of Connecticut, or
the Tribe, a federally-recognized Indian tribe with an
approximately 507-acre reservation situated in Southeastern
Connecticut, adjacent to Uncasville, Connecticut.  The Authority
has been granted the exclusive authority to conduct and regulate
gaming activities on the existing reservation of the Tribe,
including the operation of Mohegan Sun, a gaming and entertainment
complex located on a 185-acre site on the Tribe's reservation.
Through its subsidiary, Downs Racing, L.P., the Authority also
owns and operates Mohegan Sun at Pocono Downs, a gaming and
entertainment facility located on a 400-acre site in Plains
Township, Pennsylvania, and several off-track wagering facilities
located elsewhere in Pennsylvania.

The Authority's balance sheet at Sept. 30, 2011, showed
$2.2 billion in total assets, $2.0 billion in total liabilities
and $198.7 million total capital.

PricewaterhouseCoopers LLP, in Hartford, Connecticut, expressed
substantial doubt about the Authority's ability to continue as a
going concern.  The independent auditors noted that of the
Authority's total debt of $1.6 billion as of Sept. 30, 2011,
$811.1 million matures within the next twelve months, including
$535.0 million outstanding under the Authority's Bank Credit
Facility which matures on March 9, 2012, and the Authority's
$250.0 million 2002 8% Senior Subordinated Notes which mature on
April 1, 2012.  In addition, a substantial amount of the
Authority's other outstanding indebtedness matures over the
following three fiscal years.


MONEYGRAM INT'L: David Brown Appointed SVP and CAO
--------------------------------------------------
MoneyGram International named David B. Brown as senior vice
president and chief accounting officer.

The CAO position was created to bring together the various
accounting and finance functions under one executive for better
efficiencies.  In this new role, Brown has global responsibilities
for accounting, tax and financial planning & analysis.

Prior to joining MoneyGram, Brown was chief financial officer for
Dresser, Inc., a GE subsidiary, and led the recent integration of
Dresser into various business units of GE's energy division.  He
has lived and worked in England, Russia and Brazil for notable
companies such as Halliburton, LSG Sky Chefs and the Brink's
Company.

"David is seasoned financial professional whose career includes
technical, operational and global experience," said Jim Shields,
MoneyGram executive vice president and chief financial officer.
"His hands-on leadership, strong technical background and solid
understanding of global financial operations will be valuable for
leading this new position."

Brown earned a B.B.A., Accounting from the University of Texas at
Austin and is a certified public accountant in the State of Texas.
He sits on the Cubic Energy, Inc. (NYSE:AMEX QBC) board of
directors and serves on the compensation committee, as chair of
the audit committee and as a financial expert.

As Senior Vice President - Chief Accounting Officer of the
Company, Mr. Brown will receive an annual base salary of $310,000.
Mr. Brown will also be eligible to participate in the Company's
equity incentive compensation program and the Company's
Performance Bonus Plan, pursuant to which Mr. Brown will be
eligible for an annual bonus of 50% of his Base Salary if annual
PBP bonus base targets are achieved and 100% of his Base Salary if
annual PBP bonus maximum targets are achieved.  Annual PBP bonus
targets will be established by the Company's Board of Directors.

                   About MoneyGram International

MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a global payment services company.
The Company's major products and services include global money
transfers, money orders and payment processing solutions for
financial institutions and retail customers.  MoneyGram is a New
York Stock Exchange-listed company with 203,000 global money
transfer agent locations in 191 countries and territories.

The Company's balance sheet at Sept. 30, 2011, showed $5 billion
in total assets, $5.10 billion in total liabilities and a $108.16
million total stockholders' deficit.

                          *     *     *

As reported by the TCR on Nov. 15, 2011, Fitch Ratings has
affirmed and simultaneously withdrawn the 'B+' Issuer Default
Rating (IDR) of MoneyGram International Inc.  Fitch has withdrawn
the rating for business reasons.  The ratings is no longer
relevant to the agency's coverage.


MOONLIGHT BASIN: Emerges From Bankruptcy; Now Owned by Lehman
-------------------------------------------------------------
The effective date of the Second Amended Joint Chapter 11 Plan of
Moonlight Basin Ranch L.P. and its debtor affiliates occurred on
Jan. 19, 2012.

The Chapter 11 Plan provides for the transfer of substantially all
of the Debtors' assets to Lehman Brothers Holdings Inc. and Lehman
Commercial Paper Inc. in satisfaction to the Lenders' prepetition
secured claims.

"The sale has been consummated between Moonlight and a Lehman
subsidiary is now the new owner of Moonlight Basin," said
Moonlight Basin C.O.O. Russ McElyea, NBCmontana.com reported.

The ski resort has been in Chapter 11 bankruptcy since 2009.
Lehman Brothers loaned money to Moonlight in 2007.

"We've obviously been through a difficult process the last couple
years and part of the restructuring objective was to reconfigure
the business so that we're taking advantage of more revenue
opportunities and decreasing our expenses.  So we're going to
continue doing that into the future," McElyea said in the report.

                       About Moonlight Basin

Ennis, Montana-based Moonlight Basin Ranch LP and affiliated
Debtors Lone Mountain Food & Beverage, LLC, Moonlight Lodge, LLC,
Moonlight Golf, LLC, Moonlight Spa, LLC, Moonlight Basin, LLC, and
Moonlight Basin Mezz, LLC, each filed for Chapter 11 bankruptcy
protection (Bankr. D. Mont. Case Nos. 09-62327 to 09-62332; 09-
62334) on Nov. 18, 2009.  Craig D. Martinson, Esq., and James A.
Patten, Esq., who have offices in Billings, Montana, assist the
Debtor in its restructuring effort.

In its amended schedules, Moonlight Basin Ranch LP disclosed
$45,519,089 in assets and $97,407,467 in liabilities as of the
petition date.

Treeline Springs, LLC, and Mountain Top Construction Company, LLC,
filed for Chapter 11 protection (Bankr. D. Mont. Case No.
09-62368, 09-62370) on Nov. 23, 2009.

The Debtors, together with their nondebtor affiliates, operate the
Moonlight Basin Resort (the "Resort"), a ski and golf community
situated on more than 8,000 acres of land at the north face of
Lone Mountain in Big Sky, Montana, approximately 50 miles from
Bozeman, Montana.  The overall development plan for the Resort
also contemplates a total of approximately 1,650 residential
dwellings.  As of Sept. 2, 2011, approximately 340 units/lots have
been sold.

The Debtors' Chapter 11 Cases have been consolidated for
procedural purposes only and are being jointly administered under
case number 09-62327 pursuant to Bankruptcy Rule 1015(b).


MOORE SORRENTO: Has Fifth Interim Authority to Use Cash Collateral
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized, in a fifth interim order, Moore Sorrento, LLC, to use
the cash collateral in which Wells Fargo Bank, N.A., asserts an
interest.

The Debtor's authority to use cash collateral will terminate on
March 4, 2012, at 12:00 a.m., Prevailing Central Time.  The final
hearing to consider the Debtor's request for approval of the
motion will be held on Feb. 29, 2012, at 9:30 a.m.

As of the Petition Date, Wells Fargo asserts a perfected and
senior priority lien on the Wells Fargo Collateral to secure
payment of the First Note, as reflected by, among other things,
that certain Mortgage (with Power of Sale), Security Agreement,
Assignment of Rents and Financing Statement dated Nov. 7, 2007,
and that certain Assignment of Rents dated Nov. 7, 2007.

The Debtor will use the cash collateral to fund its business
operations.  The Debtor must not exceed the expenditures by 10% on
any line item basis or 10% of the total monthly expenditures,
provided that the Debtor will not make any payments to or for the
benefit of any "insider".

Under the cash collateral order, the Debtor is authorized to:

   A. use up to $76,562 of Excess Cash during the month of January
      to make one or more payments to one or more of the T.I.
      Tenants in order to reduce the unpaid balance of the T.I.s
      owed by the Debtor to the T.I. Tenants; and

   B. use up to an additional $76,562 of Excess Cash during the
      month of January 2012 to make one or more payments to one or
      more of the T.I. Tenants in order to reduce the unpaid
      balance of the T.I.s owed by the Debtor to the T.I. Tenants.

The Debtor will have sole and complete discretion to determine the
portion, if any, of the $76,562 of Excess Cash the Debtor is
authorized to expend in both November 2011 and December 2011;
provided, however, that the Debtor will not pay to any particular
T.I. Tenant an amount exceeding the amount necessary to fully
satisfy the unpaid balance of the T.I. owed by the Debtor to T.I.
Tenant.

As adequate protection for any diminution in value of the lender's
collateral, the Debtors will grant Wells Fargo replacement liens
on the prepetition Wells Fargo collateral, and property acquired
by the Debtor after the Petition Date; and superpriority
administrative expense claim.

As additional adequate protection the Debtor will make (a) an
adequate protection payment to Wells Fargo on Jan. 10, 2012, in
the amount of $100,000, and an adequate protection payment to
Wells Fargo by Feb. 10, 2012, in the amount of $175,662.  The
payments will be applied to outstanding interest due under the
loans.

In addition, on or before the 10th day of each month, the Debtor
will deposit escrows for real estate taxes ($23,100) and insurance
($3,300), which amounts will be held by Wells Fargo in reserve
accounts pending further order of the Court.

A copy of the cash collateral budget is available for free at:

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

                       About Moore Sorrento

Hurst, Texas-based Moore Sorrento, LLC, owns real property located
in Moore, Oklahoma, commonly known as the Shops at Moore, which
the Company operates as a retail shopping center.  The center's
current 23 tenants offer various goods and services to retail
customers.

Moore Sorrento filed Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 11-44651) on Aug. 17, 2011.  J. Robert Forshey,
Esq., and Matthew G. Maben, Esq., at Forshey & Prostok, LLP, in
Fort Worth, Tex., serve as the Debtor's counsel.  In its
schedules, Moore Sorrento disclosed assets of $43,259,900 and
liabilities of $42,262,158 as of the Petition Date.

As reported in the TCR on Oct. 20, 2011, Moore Sorrento delivered
a plan of reorganization and disclosure statement dated Oct. 3,
2011, to the U.S. Bankruptcy Court for the Northern District of
Texas.

All classes of claims and interests are estimated to have 100%
recovery under the Plan.


MORGANS HOTEL: MFS Discloses 5.7% Equity Stake
----------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, the Massachusetts Financial Services Company
disclosed that, as of Dec. 31, 2011, it beneficially owns
1,762,663 shares of common stock of Morgans Hotel Group Co.
representing 5.7% of the shares outstanding.  A full-text copy of
the filing is available at http://is.gd/7E1rw4

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company reported a net loss of $83.64 million on
$236.37 million of total revenues for the year ended Dec. 31,
2010, compared with a net loss of $101.60 million on
$225.05 million of total revenues during the prior year.

The Company also reported a net loss of $70.29 million on
$155.29 million of total revenues for the nine months ended Sept.
30, 2011, compared with a net loss of $76.14 million on $171.31
million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$480.80 million in total assets, $557.97 million in total
liabilities and a $77.17 million total deficit.


MORRIER RANCH: Sec. 341(a) Creditors' Meeting Set for March 8
-------------------------------------------------------------
The U.S. Trustee in Spokane, Washington, will hold a Meeting of
Creditors pursuant to 11 U.S.C. Sec. 341(a) in the Chapter 11 case
of Morrier Ranch, Inc., on March 8, 2012, at 2:30 p.m. at Red Lion
Hotel Yakima Center, 607 E Yakima Ave, in Yakima, Washington.

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

Creditors must file proofs of claim in the case by June 6, 2012.
Government entities, meanwhile, have until July 16, 2012, to file
proofs of claim.

Yakima, Washington-based Morrier Ranch, Inc., aka Morrier Hop
Storage, filed for Chapter 11 bankruptcy (Bankr. E.D. Wash. Case
No. 12-00179) on Jan. 17, 2012.  Judge Patricia C. Williams
presides over the case, taking the assignment from Judge Frank L.
Kurtz.  James P. Hurley, Esq., at Hurley & Lara, serves as the
Debtor's counsel.  In its petition, the Debtor estimated $10
million to $50 million in assets, and $1 million to $10 million in
debts.  The petition was signed by Joseph R. Morrier, president.


MOUNTAIN VIEW: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Mountain View Services, Inc.
        P.O. Box 473
        Tryon, NC 28782

Bankruptcy Case No.: 12-40047

Chapter 11 Petition Date: January 25, 2012

Court: U.S. Bankruptcy Court
       Western District of North Carolina (Shelby)

Judge: J. Craig Whitley

Debtor's Counsel: David G. Gray, Esq.
                  81 Central Avenue
                  Asheville, NC 28801
                  Tel: (828) 254-6315
                  E-mail: judyhj@wgcdlaw.com

Scheduled Assets: $3,334,000

Scheduled Liabilities: $2,964,117

The Company?s list of its 10 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ncwb12-40047.pdf

The petition was signed by Judy B. Brown, president.


MT. JORDAN: Emerges from Bankruptcy
-----------------------------------
Mt. Jordan Limited Partnership's Amended Plan of Reorganization
became effective on Jan. 9, 2012.

Pursuant to the Plan, bankruptcy professionals of the Debtor will
have 30 days from the Effective Date to file final application for
the allowance of compensation for services rendered or
reimbursement of expenses incurred through and including the
Effective Date.

All applications for allowance of administrative claims other than
(a) fees and expenses of Professionals, and (b) fees and charges
assessed against the Estate will be filed with the Bankruptcy
Court not later than 30 days after the Effective Date.

                         About Mt. Jordan

Mt. Jordan Limited Partnership, in Draper, Utah, filed for Chapter
11 bankruptcy (Bankr. D. Utah Case No. 10-37050) on Dec. 9, 2010,
Judge R. Kimball Mosier presiding.  Steven C. Strong, Esq. --
scs@pkhlawyers.com -- at Parsons Kinghorn Harris PC, in Salt Lake
City, serves as bankruptcy counsel.  The Debtor estimated its
assets at $10 million to $50 million and debts at $1 million to
$10 million.


NATURA WORLD: Seeks U.S. Recognition of BIA Case in Canada
----------------------------------------------------------
The foreign representative of Natura World, Inc., filed a Chapter
15 petition in Nevada (Bankr. D. Nev. Case No. 12-10891) to seek
recognition of its bankruptcy proceeding in Ontario, Canada.

According to court filings, Cambridge, Ontario-based Natura World
is operating its business in the ordinary course and administering
its reorganization subject to the jurisdiction of the Superior
Court of Justice in Bankruptcy and Insolvency in Ontario, Canada.

The petitioner is asking the U.S. Bankruptcy Court to enter an
order recognizing the voluntary proceeding under the Bankruptcy
and Insolvency Act in Canada as a foreign main proceeding under
Chapter 15.

The Debtor is estimated to have $1 million to $10 million in
assets and more than $10 million in liabilities.  The Debtor
estimates that funds will be available for distribution to
unsecured creditors.

Ralph Rossdeutscher, president of Natura World, signed the Chapter
15 petition as foreign representative.


NATURA WORLD: Chapter 15 Case Summary
-------------------------------------
Chapter 15 Petitioner: Ralph Rossdeutscher

Chapter 15 Debtor: Natura World, Inc.
                   One Nature Way
                   Cambridge, Ontario, N3C 0A4

Chapter 15 Case No.: 12-10891

Type of Business: The debtor is a manufacturer of mattresses and
                  bedding products based in Canada.

Chapter 15 Petition Date: January 26, 2012

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor?s Counsel: Jeanette E. McPherson, Esq.
                  SCHWARTZER & MCPHERSON LAW FIRM
                  2850 S. Jones Boulevard, #1
                  Las Vegas, NV 89146
                  Tel: (702) 228-7590
                  E-mail: jmcpherson@s-mlaw.com

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

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

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


NEBRASKA BOOK: Closes Seven Off-Campus Bookstore
------------------------------------------------
Frannie Sprouls at Daily Nebraskan News reports that the Nebraska
Book Company closed seven off-campus bookstore locations around
the United States on Jan. 5, 2012.

The report says out of 138 off-campus bookstore locations, NBC
canceled seven leases.

According to the report, the seven off-campus stores are: GotUsed
Bookstore in Pittsburgh, Penn., The College Store in Akron, Ohio,
Spirit Shop in Lubbock, Texas, Traditions Bookstore-Woodstone in
College Station, Texas, Chattanooga Books in Chattanooga, Tenn.,
Madison Textbooks in Madison, Wis., and Florida Book Store Volume
III in Gainesville, Fla.  These stores remained open for the back-
to-school rush in January, the plan being to close in mid-to-late
February 2012.

                       About Nebraska Book

Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the
leading providers of new and used textbooks for college students
in the United States.  Nebraska Book and seven affiliates filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002
to 11-12009) on June 27, 2011.  Hon. Peter J. Walsh presides over
the case.  Lawyers at Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel.  The
Debtors; restructuring advisors are AlixPartners LLC; the
investment bankers are Rothschild, Inc.; the auditors are Deloitte
& Touche LLP; and the claims agent is Kurtzman Carson Consultants
LLC.  As of the Petition Date, the Debtors had consolidated assets
of $657,215,757 and debts of $563,973,688.

JPMorgan Chase Bank N.A., as administrative agent for the DIP
lenders, is represented by lawyers at Richards, Layton & Finger,
P.A., and Simpson Thacher & Bartlett LLP.  J.P. Morgan Investment
Management Inc., the DIP arranger, is represented by lawyers at
Bayard, P.A., and Willkie Farr & Gallagher LLP.

An ad hoc committee of holders of more than 50% of the Debtors'
Second Lien Notes is represented by lawyers at Brown Rudnick.  An
ad hoc committee of holders of the Debtors' 8.625% unsecured
notes are represented by Milbank, Tweed, Hadley & McCloy LLP.

The Official Committee of Unsecured Creditors selected Lowenstein
Sandler LLP and Stevens & Lee, P.C., as lawyers and Mesirow
Financial Inc. as financial advisers.

Nebraska Book has been unable to confirm a pre-packaged Chapter 11
plan that would have swapped some of the existing debt for new
debt, cash and the new stock, due to an inability to secure $250
million in exit financing.  The company's exclusive period for
proposing a plan is set to expire on Jan. 23.


NORTHBAY ENTERPRISES: Case Summary & 12 Largest Unsec Creditors
---------------------------------------------------------------
Debtor: Northbay Enterprises, Inc.
        dba Aqua Terra of Annapolis
        164 Main St.
        Annapolis, MD 21401

Bankruptcy Case No.: 12-11229

Chapter 11 Petition Date: January 25, 2012

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: David E. Rice

Debtor's Counsel: Joseph Laumann, Esq.
                  LAW OFFICE OF JOSEPH LAUMANN
                  1160 Spa Rd., Suite 3C
                  Annapolis, MD 21403
                  Tel: (410) 216-9822
                  Fax: (410) 216-9804
                  E-mail: laumannlaw@msn.com

Scheduled Assets: $7,085

Scheduled Liabilities: $1,352,820

A list of the Company's 12 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mdb12-11229.pdf

The petition was signed by Ken Chase, owner.


ONCOLOGY ASSOCIATES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Oncology Associates of Ocean County, LLC
        512 Lakehurst Road
        Toms River, NJ 08755

Bankruptcy Case No.: 12-11790

Chapter 11 Petition Date: January 25, 2012

Court: U.S. Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Raymond T. Lyons, Jr.

Debtor's Counsel: Joseph Casello, Esq.
                  COLLINS, VELLA & CASELLO
                  1451 Highway 34 South, Suite 303
                  Farmingdale, NJ 07727
                  Tel: (732) 751-1766
                  Fax: (732) 751-1866
                  E-mail: jcasello@cvclaw.net

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 Dr. Barbara Schneider, managing member.


OPEN SOLUTIONS: Bank Debt Trades at 10% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Open Solutions
Inc. is a borrower traded in the secondary market at 90.08 cents-
on-the-dollar during the week ended Friday, Jan. 27, 2012, an
increase of 2.75 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 212.5 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 18, 2014, and carries Moody's B1 rating and Standard &
Poor's BB- rating.  The loan is one of the biggest gainers and
losers among 155 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                     About Open Solutions

Headquartered in Glastonbury, Conn., Open Solutions, Inc., is a
privately held provider of core data processing and information
management software solutions for financial institutions including
community banks / thrifts and credit unions.  In January 2007, the
company was acquired by The Carlyle Group and Providence Equity
Partners in a leveraged transaction of roughly $1.4 billion
including the assumption of debt.

                         *     *     *

The Troubled Company Reporter, on Nov. 4, 2011, reported that
Moody's affirmed Open Solutions, Inc.'s B3 Corporate Family Rating
(CFR) and Probability of Default Rating, and the ratings for the
company's existing debt.  As part of the ratings action, Moody's
maintained the negative rating outlook for the company's debt
ratings, as the company remains in the midst of a protracted
turnaround amid challenging market conditions.

The affirmation of Open Solutions' B3 rating reflects Moody's
belief that the company's revenue should stabilize during the
second half of 2011, and subsequently its revenue and free cash
flow should resume organic growth in 2012.  Moody's expectations
for a rebound in Open Solutions' revenue and free cash flow are
mainly supported by the company's improving revenue retention
rates, growth in new unit sales and higher backlog of revenue.

The negative outlook reflects Open Solutions' challenges in
maintaining strong sales performance of its new DNA core platform
to replace the declining revenue from its legacy data processing
platforms, which the company does not actively market.

The TCR reported on Nov. 4, 2011, that Standard & Poor's revised
its outlook on Open Solutions, Inc., to negative from stable.  "We
also affirmed our 'B' corporate credit rating on the company and
our 'CCC+' issue rating on its $325 million senior subordinated
notes.  The '6' recovery rating on the notes remains unchanged,"
S&P said.  "In addition, we lowered the bank loan rating on the
company's first-lien credit facilities to 'B+' from 'BB-' and
revised the recovery rating to '2' from '1'.  The '2' recovery
rating indicates substantial (70%-90%) recovery in the event of a
payment default," S&P stated.

"The outlook revision reflects that revenues have been declining
since 2008, restricting the company's ability to reduce debt from
current elevated levels," said Standard & Poor's credit analyst
Jacob Schlanger.


OPPENHEIMER PARTNERS: Cash Collateral Hearing Continued to March 6
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has
continued the hearing set on Oppenheimer Partners Properties LLP's
motion for entry of order authoring use of cash collateral.  The
Final Hearing on the Debtor's Cash Collateral Motion is continued
to March 6, 2012, at 1:30 p.m.

The Court on Dec. 19, 2011, entered an interim order authorizing
the Debtor to use cash collateral.  The Interim Order will
continue in full force and effect and will terminate on the date
of the Final Hearing.

                     About Oppenheimer Partners

Oppenheimer Partners Properties LLP owns and operates a 184-unit
residential apartment complex in Phoenix, Arizona.  Oppenheimer
purchased the property in June 2007 for $12 million through a
combination of cash and a construction loan totaling $12.4
million.  Oppenheimer filed for Chapter 11 bankruptcy (Bankr. D.
Ariz. Case No. 11-33139) on Dec. 2, 2011.  Judge Sarah Sharer
Curley presides over the case.  Gordon Silver's Robert C.
Warnicke, Esq., serves as the Debtor's counsel.  In its petition,
the Debtor estimated $10 million to $50 million in assets and
debts.  The petition was signed by Eric Hamburger, managing
partner.

Oppenheimer said it anticipates filing a plan of reorganization
that will pay creditors the full amount of their allowed claims.


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

Oppenheimer Partners Properties LLP owns and operates a 184-unit
residential apartment complex in Phoenix, Arizona.  Oppenheimer
purchased the property in June 2007 for $12 million through a
combination of cash and a construction loan totaling $12.4
million.  Oppenheimer filed for Chapter 11 bankruptcy (Bankr. D.
Ariz. Case No. 11-33139) on Dec. 2, 2011.  Judge Sarah Sharer
Curley presides over the case.  Gordon Silver's Robert C.
Warnicke, Esq., at serves as the Debtor's counsel.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and debts.  The petition was signed by Eric Hamburger,
managing partner.

Oppenheimer said it anticipates filing a plan of reorganization
that will pay creditors the full amount of their allowed claims.


OPPENHEIMER PARTNERS: Court OKs Gordon Silver as Counsel
--------------------------------------------------------
Oppenheimer Partners Properties LLP sought and obtained permission
from the U.S. Bankruptcy Court for the District of Arizona to
employ Gordon Silver's Robert C. Warnicke, Esq. --
phxbknotices@gordonsilver.com -- as the Debtor's counsel.

Oppenheimer Partners Properties LLP owns and operates a 184-unit
residential apartment complex in Phoenix, Arizona.  Oppenheimer
purchased the property in June 2007 for $12 million through a
combination of cash and a construction loan totaling $12.4
million.  Oppenheimer filed for Chapter 11 bankruptcy (Bankr. D.
Ariz. Case No. 11-33139) on Dec. 2, 2011.  Judge Sarah Sharer
Curley presides over the case.  In its petition, the Debtor
estimated $10 million to $50 million in assets and debts.  The
petition was signed by Eric Hamburger, managing partner.

Oppenheimer said it anticipates filing a plan of reorganization
that will pay creditors the full amount of their allowed claims.


OVERLAND STORAGE: Amends 5 Million Common Shares Offering
---------------------------------------------------------
Overland Storage, Inc., filed with the U.S. Securities and
Exchange Commission amendment no. 1 to Form S-3 registration
statement relating to the offer and sell of up to an aggregate of
5,000,000 shares of the Company's common stock.  The Company will
provide the specific terms of the shares of the Company's common
stock, including their offering price and the methods by which the
Company will sell the shares of its common stock, in supplements
to this prospectus.  The Company may offer and sell the shares of
its common stock on an immediate, continuous or delayed basis
directly to investors or through underwriters, dealers or agents,
or through a combination of these methods.

The Company's common stock is traded on The NASDAQ Capital Market
under the symbol "OVRL".  On Jan. 25, 2012, the last reported sale
price for the Company's common stock on The NASDAQ Capital Market
was $2.28 per share.  Any shares of the Company's common stock
sold pursuant to a prospectus supplement will be listed on The
NASDAQ Capital Market.

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

                        http://is.gd/movupv

                      About Overland Storage

San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

The Company reported a net loss of $14.50 million on $70.19
million of net revenue for the fiscal year ended June 30, 2011,
compared with a net loss of $12.96 million on $77.66 million of
net revenue during the prior fiscal year.

Moss Adams LLP, in San Diego, California, noted that the Company's
recurring losses and negative operating cash flows raise
substantial doubt about the Company's ability to continue as a
going concern.


OVERLAND PARK: Fitch Affirms 'BB' Rating on $65.7MM Rev. Bonds
--------------------------------------------------------------
Fitch Ratings takes the following rating action on Overland Park
Development Corporation, Kansas (the corporation):

  -- $65.7 million outstanding (Overland Park convention center
     hotel project) second tier refunding revenue bonds, series
     2007B affirmed at 'BB'.

The Rating Outlook is Stable.

The bonds are special limited obligations payable solely from a
subordinate lien on the net operating revenues of the convention
hotel, a 4.5% citywide hotel tax, subject to annual appropriation,
and a cash funded debt service reserve funded to the IRS standard.
The bonds also have a subordinate lien on the leasehold interest
of the convention hotel.

The corporation is a not-for-profit corporation created for the
sole purpose of constructing and owning a 412-room convention
hotel located adjacent to the city's convention center.  The
corporation board is comprised of six members of the city's
governing body, appointed by the mayor and approved by the city
council.  The convention hotel opened in December 2002 and is
operated as a Sheraton hotel under a hotel operating agreement
with Starwood Hotels & Resort that expires in November 2022.  The
city's convention center opened in 2002 and primarily hosts
regional business and community needs in 60,000 square feet of
exhibit space and a 25,000 square foot ballroom.

Fitch's rating is based primarily on the coverage generated from
the 4.5% citywide hotel tax imposed upon the roughly 5,100
available hotel rooms located within the city, although the
citywide hotel tax technically supplements the subordinate pledge
of net revenues from the convention hotel.  A citywide hotel tax
has been levied since 1982 and is collected by the state and
remitted to the city quarterly minus a 2% collection fee.

Overland Park has covenanted to budget sufficient citywide hotel
tax revenues to pay the next year's debt service on the bonds
pursuant to a debt service support agreement between the city and
the corporation.  However, the allocation of hotel tax revenues is
subject to annual appropriation and is capped at amounts received
solely from the 4.5% citywide hotel tax.  Once the city
appropriates funds, the obligation is absolute and unconditional
without abatement, deduction or set-off and counterclaim.

The commitment of citywide hotel tax revenues can be released if
debt service coverage from net revenues of the convention hotel
exceeds a certain threshold; however, these revenues would be
reinstated if coverage subsequently fell below 1.75x at any time
through maturity.  Other legal provisions, which only provide
meaningful credit strength in the unlikely event that the hotel
tax commitment is released, include the crediting of all
convention hotel revenues under a lockbox agreement with the
trustee, and a 1.05x rate covenant.

The citywide hotel tax experienced a compounded annual growth rate
of 6.1% between 1994 and 2006, and thus the hotel tax was
reasonably forecasted to annually increase 3.7% between 2007 and
2018.  Based on the 2007 forecast, available hotel tax revenues
were projected to fully cover annual debt service at least 1.4x
throughout the life of the bonds.  However, due to the severity of
the economic recession, actual hotel tax revenues have been at
least 26% below projections in each of the past three years.

Actual citywide hotel tax revenues in 2009 fell 17% from the year
prior, declined 1% in 2010, and increased 11% in 2011.  As a
result, available citywide hotel tax revenues in 2009, 2010, and
2011 covered annual debt service 1.0x, 0.9x, and 1.0x
respectively.  Net operating revenues from the convention hotel
and other balances have enhanced debt service coverage for the
past three years.  Combined hotel tax and net operating revenues
for 2009, 2010, and 2011 (estimated) covered annual debt service
1.1x, 1.0x, and 1.3x respectively.  However, 2011 citywide hotel
revenues cover maximum annual debt service maturing in 2032 by
only 0.5x because of the ascending debt service structure.

The bonds are also supported by a cash funded debt service reserve
totaling $6.56 million as of December 31, 2011.  As a stress test,
if estimated 2011 hotel tax revenues were held flat and no
revenues were received from the net operating revenue pledge, the
debt service reserve would be exhausted by 2020.  Based on Fitch's
calculations, 2.9% annual growth in citywide hotel tax revenues
plus amounts in the debt service reserve will be necessary to
sufficiently satisfy debt service in all years.

Overland Park, the second largest city in the state of Kansas, is
an affluent community located within the Kansas City metropolitan
region that benefits from a deep and diverse local economy, an
extensive transportation network, available land, and a well-
educated workforce.  Several Fortune 500 companies are located
within the city.  The financial services and professional and
business service sectors account for a greater percentage of total
countywide employment compared to the national average.

The city's 2010 population of 173,372 is up 16% since 2000, which
continues a multi-decade growth trend.  Wealth levels are above
average at 150% and 142% of the state and national averages,
respectively.  The city's November 2011 unemployment rate of 5.5%
compared favorably to the national average.  The city's low
unemployment rate is reflective of the city's educated workforce,
of which 55% attained higher education versus 27% nationally.

Citywide hotel occupancy historically has been driven by
individual and group business travelers.  Local demand for hotels
wavered somewhat in recent years due to both the protracted
economic recession and Sprint Nextel Corporation's reduced
presence within the city.  However, as a positive development,
several other major corporations have sublet space on the Sprint
campus, which has led to increased hotel demand.  Citywide hotel
occupancy increased 6.4% in 2011 compared to the year prior, and
the average daily room rate is up 2.6%.


PACIFIC DEVELOPMENT: Asks Court to Decide on Properties' Value
--------------------------------------------------------------
Pacific Development, L.C., asks the U.S. Bankruptcy Court for the
District of Utah to determine the valuation of the Payson
Commercial Property and Heritage Village Subdivision.

The Debtor needs to determine the fair market value of its
Heritage Village Property as part of an ongoing proceedings
regarding Central Bank's foreclosure on the same.

As reported in the Troubled Company Reporter on July 21, 2011,
Central Bank provided postpetition funding to construct four homes
at a time for pre-sold contracts to qualified buyers.  The
Debtor's Plan provides for the continuation of the development and
construction of Heritage Village, its residential development in
Payson, Utah.

The parties dispute the values of the properties and have obtained
appraisals to present to the Court for determination.

To resolve the dispute, Central Bank, Pacific Development and the
Official Committee of Unsecured Creditors agree that:

   (a) Central Bank will be allowed the right to continue with and
       conclude its non-judicial foreclosure proceedings against
       the Payson Commercial Property and the Heritage Village
       Subdivision;

   (b) the successful bid amount from the non-judicial foreclosure
       proceedings of the Subject Property will be applied in full
       satisfaction of the loan obligation, which obligation is
       secured by the subject Property;

   (c) after the application of the successful bid amount from the
       non-judicial foreclosure proceedings of the Subject
       Property, Central Bank waives any and all deficiency claims
       against the Debtor, Debtor's property or any guarantors
       pertaining to the loan obligations.

                     About Pacific Development

Provo, Utah-based Pacific Development, L.C., is the obligor on and
owner of various real estate development loans for properties
primarily located in Payson, Salem, Springville and Harrisburg,
Utah.  The Company filed for Chapter 11 protection (Bankr. D. Utah
Case No. 10-22754) on March 10, 2010.  Blake D. Miller, Esq., and
James W. Anderson, Esq., at Miller Guymon, PC, in Salt Lake City,
represent the Debtor in its restructuring effort.  The Debtor
estimated its assets at $10 million to $50 million and
debts at $1 million to $10 million.

David P. Billings, Esq., and J. Thomas Beckett, Esq., at Parsons,
Behle & Latimer, P.C., in Salt Lake City, represent the Official
Committee of Unsecured Creditors.


PATRIOT BANK: Closed; First Resource Bank Assumes All Deposits
--------------------------------------------------------------
Patriot Bank Minnesota of Forest Lake, Minn., was closed on Jan.
27, 2012, by the Minnesota Department of Commerce, which appointed
the Federal Deposit Insurance Corporation as receiver.  To protect
the depositors, the FDIC entered into a purchase and assumption
agreement with First Resource Bank of Savage, Minn., to assume all
of the deposits of Patriot Bank Minnesota.

The three branches of Patriot Bank Minnesota will reopen during
normal business hours as branches of First Resource Bank.
Depositors of Patriot Bank Minnesota will automatically become
depositors of First Resource Bank.  Deposits will continue to be
insured by the FDIC, so there is no need for customers to change
their banking relationship in order to retain their deposit
insurance coverage up to applicable limits.  Customers of Patriot
Bank Minnesota should continue to use their existing branch until
they receive notice from First Resource Bank that it has completed
systems changes to allow other First Resource Bank branches to
process their accounts as well.

As of Sept. 30, 2011, Patriot Bank Minnesota had around $111.3
million in total assets and $108.3 million in total deposits.  In
addition to assuming all of the deposits of the failed bank, First
Resource Bank agreed to purchase essentially all of the assets.

The FDIC and First Resource Bank entered into a loss-share
transaction on $79.4 million of Patriot Bank Minnesota's assets.
First Resource Bank will share in the losses on the asset pools
covered under the loss-share agreement.  The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers.  For more
information on loss share, please visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html.

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-450-5417.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/patriot-mn.html.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $32.6 million.  Compared to other alternatives, First
Resource Bank's acquisition was the least costly resolution for
the FDIC's DIF.  Patriot Bank Minnesota is the sixth FDIC-insured
institution to fail in the nation this year, and the first in
Minnesota.  The last FDIC-insured institution closed in the state
was The Riverbank of Wyoming, Minn., on Oct. 7, 2011.


PATRIOT NATIONAL: To Offer 3-Mil. Shares Under 2012 Stock Plan
--------------------------------------------------------------
Patriot National Bancorp, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-8 registering 3 million shares of
common stock issuable under the Company's 2012 Stock Plan.  The
proposed maximum offering price is $5.19 million.  A full-text
copy of the prospectus is available at http://is.gd/Ovyess

                   About Patriot National Bancorp

Stamford, Conn.-based Patriot National Bancorp, Inc. (NASDAQ:
PNBK) is the parent company of Patriot National Bank, a national
banking association headquartered in Stamford, Fairfield County,
in Connecticut.  Patriot National Bank has 19 full service
branches, 16 in Connecticut and three in New York.

The Company reported a net loss of $15.40 million on
$35.61 million of total interest and dividend income for the year
ended Dec. 31, 2010, compared with a net loss of $23.88 million on
$42.97 million of total interest and dividend income during the
prior year.

The Company also reported a net loss of $15.90 million on
$21.44 million of total interest and dividend income for the nine
months ended Sept. 30, 2011, compared with a net loss of
$11.32 million on $27.56 million of total interest and dividend
income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $628.42
million in total assets, $577.75 million in total liabilities and
$50.67 million in total shareholders' equity.


PELICAN ISLES: Has Access to CDT Cash Collateral Until Feb. 28
--------------------------------------------------------------
In a third interim agreed order dated Dec. 28, 2011, the U.S.
Bankruptcy Court for the Southern District of Florida extended
Pelican Isles Limited Partnership's authorization to use cash
collateral of CDT Mortgage, LLC, through 5:00 p.m. of Feb. 28,
2012, upon the same terms and conditions as this Court's initial
Interim Order (ECF #40), subject to the same monthly budget as the
Second Interim Order (ECF #62), modified to allow payment in
December 2011 to Bates Exterminating Company, in the amount of
$2,250.

A further hearing will be held at 1:30 p.m. on Feb. 23, 2012.
Deadline for filing and service of any objection to the continuing
use of cash collateral will be 7 days prior to the scheduled
hearing date.

A copy of ECF #62 is available for free at:

          http://bankrupt.com/misc/pelicanisles.dkt62.pdf

A copy of ECF #40 is available for free at:

          http://bankrupt.com/misc/pelicanisles.dkt40.pdf

                       About Pelican Isles

Pelican Isles Limited Partnership, dba Pelican Isles Apartments
and Pelican Isles owns and operates a 150-unit affordable rental
community, built in 2005, which is located in Sebastian, Florida.
The Apartment Complex provides tax-assisted low income housing to
residents in the Sebastian, Florida area.  The second real
property owned by the Debtor is a parcel of undeveloped land,
which is adjacent to the Apartment Complex.

The Company filed for Chapter 11 protection (Bankr. S.D. Fla. Case
No. 11-38544) on Oct. 14, 2011, estimating between $10 million and
$50 million in assets and $1 million and $10 million in debts.
Ronald G. Neiwirth, Esq., at Boyd & Jenerette, P.A, in Miami,
Fla., serves as bankruptcy counsel.  The petition was signed by
John Corbett, President of The Partnership, Inc., the general
partner of the Debtor.


PENINSULA HOSPITAL: Can Hire Alvarez & Marsal as Financial Advisor
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized Peninsula Hospital Center, et al., to employ Alvarez &
Marsal Healthcare Industry Group LLC as their financial advisors.

The Troubled Company Reporter reported on Dec. 12, 2011, that A&M
will provide assistance to the Debtors with respect to management
of the overall restructuring process, the development of ongoing
business and financial plans and supporting restructuring
negotiations among the Debtors, their advisors and their creditors
with respect to an overall strategy for the Chapter 11 cases.

A&M will receive compensation of $64,000 for the period Sept. 19,
2011, to Sept. 30.  The hourly rates of A&M's personnel are:

         Managing Directors                 $600 - $850
         Directors and Senior Directors     $375 - $600
         Associates and Senior Associates   $275 - $375
         Analysts                           $200 - $275

Commencing Oct. 16, 2011, A&M's monthly compensation will be
capped at $125,000 per calendar month which will be pro rated for
partial calendar months.

A&M received $125,000 as a retainer in connection with preparing
for and conducting the filing of the Chapter 11 cases.  90 days
prior to the bankruptcy filing, A&M received retainers totaling
$175,000 for the services performed or to be performed for the
Debtors.

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

                     About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., at
Macron & Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman,
et al., as their attorneys.  Nixon Peabody serves as their special
counsel; GCG, Inc., serves as claims and noticing agent.

Judge Stong appointed Daniel T. McMurray at Focus Management Group
as patient care ombudsman.  Neubert, Pepe & Monteith P.C. serves
as PCO's counsel.

Richard J. McCord, Esq., of Certilman Balin, & Hyman, LLP, has
been appointed by the Court as examiner in the Debtors' cases.  He
is tasked to conduct an investigation of the Debtors' relationship
and transactions with Revival Home Health Care, Revival
Acquisitions Group LLC, Revival Funding Co. LLC, and any
affiliates.

CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.,
serve as financial advisors for the Official Committee of
Unsecured Creditors.


PENINSULA HOSPITAL: Can Access 1199 Funds' Cash Until Jan. 31
-------------------------------------------------------------
The Hon. Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York, in a sixth interim order, authorized
Peninsula Hospital Center, et al., to use cash collateral of 1199
SEIU National Benefit Fund for Health and Human Services
Employees, 1199SEIU Health Care Employees Pension Fund,
League/1199SEIU Training and Upgrading Fund, 1199SEIU Employer
Child Care Fund, and League/1199SEIU Health Care Industry Job
Security Fund -- 1199 Funds -- until January 31, 2012.

The Court ordered that:

   (a) The Debtors will pay the sum of $236,262.66 to the 1199
       Funds on or before Jan. 31, 2012;

   (b) The balance of the amounts owed to the 1199 Funds for the
       postpetition period due Dec. 31, 2011, will be treated
       as an allowed administrative expense claim of the 1199
       Funds; and

   (c) The Debtors will be authorized on consent to use the Cash
       Collateral of the 1199 Funds and Revival commencing as of
       Dec. 30, 2011 through and including Jan. 31, 2012.

Judge Stong ruled that the Debtors will not use, control, or have
any property interest in, any of these accounts or any funds
therein:

   (i) the account referenced in that certain Assignment of
       Deposit Account between PHC and JPMorgan Chase Bank, N.A.,
       dated Jan. 1, 2009;

  (ii) the trust funds and accounts established and created
       pursuant to that certain Indenture of Trust between New
       York City Industrial Development Agency and United States
       Trust Company of New York (as Trustee) dated December 1,
       1998; and

(iii) any other similar collateral accounts, trust funds or trust
       accounts established in connection with the Indenture or
       any related agreements, including without limitation the
       following JPM account numbers: 777-138387 and 777-138379.

                     About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., at
Macron & Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman,
et al., as their attorneys.  Nixon Peabody serves as their special
counsel; GCG, Inc., serves as claims and noticing agent.

Judge Stong appointed Daniel T. McMurray at Focus Management Group
as patient care ombudsman.  Neubert, Pepe & Monteith P.C. serves
as PCO's counsel.

Richard J. McCord, Esq., of Certilman Balin, & Hyman, LLP, has
been appointed by the Court as examiner in the Debtors' cases.  He
is tasked to conduct an investigation of the Debtors' relationship
and transactions with Revival Home Health Care, Revival
Acquisitions Group LLC, Revival Funding Co. LLC, and any
affiliates.

CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.,
serve as financial advisors for the Official Committee of
Unsecured Creditors.


PENINSULA HOSPITAL: Examiner Taps Certilman Balin as Counsel
------------------------------------------------------------
Richard J. McCord, Esq., as Chapter 11 Examiner for Peninsula
Hospital Center, et al., seeks permission from the U.S. Bankruptcy
Court for the Eastern District of New York to employ the law firm
of Certilman Balin Adler & Hyman LLP as his counsel, nunc pro tunc
to Dec. 16, 2011.  Mr. McCord is also a member of the law firm.

According to Mr. McCord, M. Allan Hyman, Esq., Jaspreet S. Mayall,
Esq., Carol A. Glick, Esq., and Robert W. Griswold, Esq., as
members of Certilman Balin, have had extensive experience in
bankruptcy-related proceedings.  Mr. McCord wants the firm to
assist him in investigating:

   (i) the Debtors' prepetition relationship with Revival Home
       Health Care, Revival Acquisitions Group LLC, Revival
       Funding Co., LLC, and any affiliates;

  (ii) any current transactions between the Debtors and the
       Revival Entities;

(iii) the connections and relationships between the Revival
       Entities and the Debtors' current management and boards of
       directors in the context of whether current management and
       the boards of directors can properly manage the Debtors and
       exercise their duties under the Bankruptcy Code and
       applicable non-bankruptcy law; and

  (iv) other matters that the Court deems appropriate upon proper
       application.

Mr. Hyman assures the Court that his firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

Certilman Balin has been advised that the fees and expenses of the
Examiner and his professionals have been capped at $200,000.
Compensation to the firm will be made upon proper application to
the Bankruptcy Court.

                     About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., at
Macron & Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman,
et al., as their attorneys.  Nixon Peabody serves as their special
counsel; GCG, Inc., serves as claims and noticing agent.

Judge Stong appointed Daniel T. McMurray at Focus Management Group
as patient care ombudsman.  Neubert, Pepe & Monteith P.C. serves
as PCO's counsel.

Richard J. McCord, Esq., of Certilman Balin, & Hyman, LLP, has
been appointed by the Court as examiner in the Debtors' cases.  He
is tasked to conduct an investigation of the Debtors' relationship
and transactions with Revival Home Health Care, Revival
Acquisitions Group LLC, Revival Funding Co. LLC, and any
affiliates.

CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.,
serve as financial advisors for the Official Committee of
Unsecured Creditors.


PENINSULA HOSPITAL: Examiner Taps EisnerAmper LLP as Accountant
---------------------------------------------------------------
Richard J. McCord, Esq., as Chapter 11 Examiner for Peninsula
Hospital Center, et al., seeks permission from the U.S. Bankruptcy
Court for the Eastern District of New York to employ EisnerAmper
LLP as his accountant, nunc pro tunc to Dec. 16, 2011, for
purposes of investigating:

   (i) the Debtors' prepetition relationship with Revival Home
       Health Care, Revival Acquisitions Group LLC, Revival
       Funding Co., LLC, and any affiliates;

  (ii) any current transactions between the Debtors and the
       Revival Entities;

(iii) the connections and relationships between the Revival
       Entities and the Debtors' current management and boards of
       directors in the context of whether current management and
       the boards of directors can properly manage the Debtors and
       exercise their duties under the Bankruptcy Code and
       applicable non-bankruptcy law; and

  (iv) other matters that the Court deems appropriate upon proper
       application.

David Ringer, a member of EisnerAmper LLP, discloses the normal
billing rates for his firm are:

          Partners                           $410 - $550
          Director and Senior Managers       $310 - $405
          Managers                           $285 - $305
          Seniors                            $230 - $280
          Staff assistance/paraprofessionals $125 - $230

Mr. Ringer assures the Court his firm represents no interest
adverse to that of the Peninsula Debtors or unsecured creditors in
the case.

                     About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., at
Macron & Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman,
et al., as their attorneys.  Nixon Peabody serves as their special
counsel; GCG, Inc., serves as claims and noticing agent.

Judge Stong appointed Daniel T. McMurray at Focus Management Group
as patient care ombudsman.  Neubert, Pepe & Monteith P.C. serves
as PCO's counsel.

Richard J. McCord, Esq., of Certilman Balin, & Hyman, LLP, has
been appointed by the Court as examiner in the Debtors' cases.  He
is tasked to conduct an investigation of the Debtors' relationship
and transactions with Revival Home Health Care, Revival
Acquisitions Group LLC, Revival Funding Co. LLC, and any
affiliates.

CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.,
serve as financial advisors for the Official Committee of
Unsecured Creditors.


PENINSULA HOSPITAL: Examiner Taps Giambalvo Stalzer as Accountant
-----------------------------------------------------------------
Richard J. McCord, Esq., as Chapter 11 Examiner for Peninsula
Hospital Center, et al., seeks permission from the U.S. Bankruptcy
Court for the Eastern District of New York to employ Giambalvo,
Stalzer & Company, CPAs, P.C., as accountants, nunc pro tunc to
Jan. 11, 2012.

The Examiner wants Giambalvo Stalzer to:

   (i) review cash flow projections and operating reports;

  (ii) investigate payments made between the Debtor and Revival
       Home Health Care, Revival Acquisitions Group LLC and
       Revival Funding Co., LLC;

(iii) review transactions between related companies and possible
       related party transactions;

  (iv) analyze various financial and loan agreements;

   (v) review appraisals;

  (vi) attend meetings with the Examiner and parties; and

(vii) investigate other matters that the Court deems appropriate
       upon proper application.

Mr. McCord explains that the retention of an accountant is needed
to assist in his charge as Examiner in conducting an analysis of
the financial documents to establish that the Debtor can
successfully emerge from Chapter 11 for the benefit of creditors.

Mr. Giambalvo, president of the firm, discloses that their normal
hourly rates are:

          Principals                            $350
          Director and Senior Manager           $250
          Manager                               $225
          Senior                                $200
          Staff Accountant                      $150
          Staff Assistants and Professionals    $100

Mr. Giambalvo assures the Court his firm represents no interest
adverse to that of the Peninsula Debtors, unsecured creditors or
its shareholders and officers in the case.

                     About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., at
Macron & Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman,
et al., as their attorneys.  Nixon Peabody serves as their special
counsel; GCG, Inc., serves as claims and noticing agent.

Judge Stong appointed Daniel T. McMurray at Focus Management Group
as patient care ombudsman.  Neubert, Pepe & Monteith P.C. serves
as PCO's counsel.

Richard J. McCord, Esq., of Certilman Balin, & Hyman, LLP, has
been appointed by the Court as examiner in the Debtors' cases.  He
is tasked to conduct an investigation of the Debtors' relationship
and transactions with Revival Home Health Care, Revival
Acquisitions Group LLC, Revival Funding Co. LLC, and any
affiliates.

CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.,
serve as financial advisors for the Official Committee of
Unsecured Creditors.


PETRA FUND: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Petra Fund REIT Corp. filed with the U.S. Bankruptcy Court for
the Southern District of New York its schedules of assets and
liabilities, disclosing:

    Name of Schedule               Assets        Liabilities
    ----------------             ----------      -----------
A. Real Property                        $0
B. Personal Property            $4,438,305
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                                   Unknown
E. Creditors Holding
    Unsecured Priority
    Claims                                                $0
F. Creditors Holding
    Unsecured Non-priority
    Claims                                      $123,663,104
                                -----------     ------------
       TOTAL                    $4,438,305      $123,663,104

A copy of Petra Fund REIT Corp.'s schedules is available for free
at http://bankrupt.com/misc/PETRA_FUND_sal.pdf

                        About Petra Fund

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

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

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

The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on Feb. 3, 2012, at 11:00 a.m. to consider
confirmation of Petra Fund Reit Corp., et al.'s Plan of
Reorganization dated as of Dec. 19, 2011.


PHIBRO ANIMAL: S&P Affirms 'B-' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Ridgefield Park, N.J.-based Phibro Animal Health Corp. to stable
from negative. "At the same time, we affirmed our 'B-' corporate
credit and issue-level ratings," S&P said.

"Over the next year we expect Phibro to generate mid- to high-
single-digit organic growth based on higher volumes of key
products generated by an improved competitive position and growing
demand for animal protein," said Standard & Poor's credit analyst
Michael Berrian. "We also believe Phibro will be able to at least
maintain margins in the 10%-11% range, which we consider low, but
characteristic of the commodity-like nature of Phibro's core
animal health business. Given that a key product is produced in
Brazil, our margin expectations reflect our expectation that
foreign currency movements will continue to remain favorable to
Phibro. We note, however, that adverse foreign currency movements
and prospects for a changing competitive landscape could
disrupt our margin expectations."

"The rating on Phibro primarily reflect a 'highly leveraged' (as
we define the term) financial risk profile that reflects leverage
that we believe will be sustained at more than 5x over the next
year. In our opinion, Phibro has a 'vulnerable' (as we define the
term) business risk profile with a narrow focus in the niche
worldwide animal feed additives industry and the presence of
larger, more diversified competitors," S&P said.

"Phibro's 'highly leveraged' financial risk profile primarily
reflects adjusted leverage that we believe will be sustained at
more than 5x over the next year and funds from operations (FFO) to
total debt that will be about 10%. We believe that volume growth
and a stable competitive environment will contribute to modest
EBITDA expansion. We believe that this is the primary reason
adjusted leverage could decline in the near-term from over 6x.
Prospects for additional deleveraging in 2013 appear favorable as
continued free cash flow generation will help Phibro to repay
upcoming debt maturities in that year. At Sept. 30, 2011, adjusted
leverage was more than 6x and FFO to total debt was 8%. Leverage
increased following $300 million of senior secured note issuances
since 2010 (to refinance existing debt and to pay a $50 million
dividend) and lower than expected EBITDA following a challenging
business environment in fiscal 2011," S&P said.

"Phibro's 'vulnerable' business risk profile reflects an
established but concentrated position in the niche worldwide
animal feed additives industry. This vulnerability was highlighted
in fiscal 2011 when foreign exchange and competitive pressures
combined to result in lower than expected EBITDA. Phibro's
manufacturing in Brazil exposes the company to foreign currency
swings while competition from larger and more diversified
companies can limit pricing flexibility. Phibro is subject to
fluctuations in demand and cost of raw materials, which is tied to
volatility in commodities pricing. Historically, Phibro has been
able to pass along a portion of its raw-material cost increases in
the form of higher pricing, which insulates them from commodity
price risk. However, competition from larger players that can more
readily absorb lower prices can limit Phibro's pricing flexibility
beyond those contractual raw material cost increases. This
contributes to our assumption that near-term, mid single digit,
revenue growth is predicated on higher volumes, not price
increases," S&P said.


PINNACLE AIRLINES: Obtains Pact to Defer Payment of $16-Mil. Debt
-----------------------------------------------------------------
Pinnacle Airlines Corp. entered into an agreement to postpone
payment of $16.6 million of debt until April 2, 2012.

Export Development Canada, as Loan Trustee, agreed to defer
principal and interest payment due during the period from
Jan. 14, 2012, through and including March 31, 2012, under the
Trust Indenture and Security Agreements.  EDC agreed to waive any
resulting default or event of default under the Security
Agreements and forbear from taking any enforcement action in
connection with such deferral and waiver.

As reported by the TCR on Jan. 24, 2011, the Company informed its
employees that its financial position continues to worsen at an
alarming rate and that it needs to act immediately.

"This is a positive development and provides more time to work
with our partners to identify appropriate concessions or contract
modifications that get us closer to our goal of improving
liquidity and profitability," Pinnacle spokesman Joe Williams
said, according to Memphis Commercial Appeal.

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

                        http://is.gd/eIPd8X

                    About Pinnacle Airlines Corp.

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

The Company reported $8.81 million on $938.05 million of total
operating revenue for the nine months ended Sept. 30, 2011,
compared with net income of $17.02 million on $729.13 million of
total operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.


POTOMAC SUPPLY: Seeks to Use Regions Bank Cash Collateral
---------------------------------------------------------
Potomac Supply Corporation seeks Bankruptcy Court permission to
use cash collateral of Regions Bank.

Potomac said it will need to use cash that may comprise cash
collateral within the meaning of section 363(a) of the Bankruptcy
Code to, among other things, fund day-to-day operations and
maintain and preserve the value of its assets.

Potomac said based upon its own appraisals, Regions is
substantially oversecured and its equity cushion is adequate
protection.  Regions is owed $17,344,159.  According to appraisals
commissioned by Regions in 2011 (of the Plant, the Equipment and
certain real estate) and current estimates by Potomac (of its
inventory and accounts receivable), its collateral is valued at
$30,860,000, comprising (i) $17,500,000 for the Plant; (ii)
$4,260,000 for the Equipment; (iii) $5,000,000 for the Inventory;
(iv) $2,000,000 for the accounts receivable; and (v) $2,100,000
for Additional Encumbered Real Estate.

Potomac said does not concede the extent, priority or validity of
any of Regions' claims and reserves the right to challenge, on any
basis, any and all of Regions' claims.

Potomac's principal assets (and corresponding values) that do not
serve as collateral for the Bank include 22 tracts of property --
timberland, developed and undeveloped commercial and residential
real estate -- with a total value of roughly $7,000,000.

                    About Potomac Supply Corp.

Kinsale, Virginia-based building-supply manufacturer Potomac
Supply Corporation filed for Chapter 11 bankruptcy (Bankr. E.D.
Va. Case No. 12-30347) on Jan. 20, 2012, estimating assets and
debts of $10 million to $50 million.  Potomac in mid-January
announced it was suspending manufacturing operations in Kinsale
after its lender refused to provide financing without additional
investment.  Judge Douglas O. Tice, Jr. presides over the case.
Patrick J. Potter, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
serves as the Debtor's bankruptcy counsel.  The petition was
signed by William T. Carden, Jr., chief executive officer.


PROFESSIONAL VET: Ends Duty to File Reports Under Exchange Act
--------------------------------------------------------------
Professional Veterinary Products, Ltd. filed on Jan. 26, 2012, on
Form 15-12G, a notice of termination of duty to file reports
pursuant to Section 12(g) of the Securities Exchange Act of 1934.
The class of securities covered by this Form is the Common Stock,
par value $1.00 per share, of Professional Veterinary Products,
Ltd.

A copy of the Form 15-12G is available for free at:

                        http://is.gd/9vVTrk

              About Professional Veterinary Products

Professional Veterinary Products, Ltd. -- http://www.pvpl.com/--
operates a veterinary supply company owned and managed by
veterinarians.

Professional Veterinary sought Chapter 11 protection from
creditors (Bankr. D. Neb. Case No. 10-82436) on Aug. 20, 2010, in
Omaha, Nebraska.  Affiliates ProConn, LLC, and Exact Logistics,
LLC, also filed for Chapter 11.

The Company reported $89.79 million in total assets,
$78.23 million in total liabilities, and $11.56 million in
stockholders' equity at April 30, 2010.

The Company hired McGrath North Mullin & Kratz PC LLC, as
bankruptcy counsel and Alliance Management as financial and
restructuring advisors.

As reported in the TCR on Dec. 20, 2011, the Bankruptcy Court
confirmed the First Amended Joint Chapter 11 Plan of Liquidation
proposed by the Debtors and the Official Committee of Unsecured
Creditors.  The effective date of the Plan is Jan. 26, 2012.  The
Bankruptcy Court confirmed the Debtors' and the Committee's First
Amended Joint Disclosure Statement on Nov. 1, 2011.


PWPB LLC: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------
Debtor: PWPB, LLC
        1761 Latham Road
        West Palm Beach, FL 33409

Bankruptcy Case No.: 12-11903

Chapter 11 Petition Date: January 25, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Brett A. Elam, Esq.
                  THE LAW OFFICES OF BRETT A. ELAM, P.A.
                  105 S Narcissus Ave # 802
                  West Palm Beach, FL 33401
                  Tel: (561) 833-1113
                  E-mail: belam@brettelamlaw.com

Scheduled Assets: $484,317

Scheduled Liabilities: $1,425,000

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb12-11903.pdf

The petition was signed by Stephen Lavine, managing member.


R.E. LOANS: Court Extends Plan Filing Period Until Feb. 1
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
extended the exclusive period in which only R.E. Loans, LLC, et
al., may file a plan under Sections 1121(b) and 1121(c)(2) of the
Bankruptcy Code to, and including, Feb. 1, 2012.

As reported in the TCR on Jan. 10, 2012, the Debtors related that
they still have to finalize the plan discussions with the Official
Committee of Noteholders and Wells Fargo Capital Finance, LLC, the
Debtors' prepetition and debtor-in-possession financing lender.

                       About R.E. Loans

R.E. Loans LLC was, for many years, in the business of providing
financing to home builders and developers of real property.  R.E.
Future LLC and Capital Salvage own the real property obtained
following foreclosure proceedings initiated by R.E. Loans against
its borrowers.  R.E. Loans is the sole shareholder of Capital
Salvage and the sole member of R.E. Future.  B-4 Partners LLC is
the sole member of R.E. Loans.  As a result of the multiple
defaults by R.E. Loans' borrowers, R.E. Loans has transitioned
from being a lender to becoming a property management company.

Lafayette, California-based R.E. Loans, R.E. Future and Capital
Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011.  Judge
Barbara J. Houser presides over the case.  Stutman, Treister &
Glatt Professional Corporation, in Los Angeles, and Gardere, Wynne
Sewell LLP, in Dallas, represent the Debtors as counsel.  James A.
Weissenborn at Mackinac serves as R.E. Loans' chief restructuring
officer.  The Debtors tapped Hines Smith Carder as their
litigation and outside general counsel.  The Debtors tapped
Alixpartners, LLP as noticing agent, and Latham & Watkins LLP as
special counsel in real estate matters.  R.E. Loans disclosed
$713,622,015 in assets and $886,002,786 in liabilities as of the
Chapter 11 filing.

William T. Neary, the U.S. Trustee for Region 6, appointed 12
members to the Official Committee of Noteholders of R.E. Loans
LLC.  Akin Gump Strauss Hauer & Feld LLP, in Dallas, represents
the Committee as counsel.


READER'S DIGEST: S&P Affirms 'CCC+' Rating; Outlook Negative
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its corporate credit
rating on Reader's Digest Assn. Inc. at 'CCC+'. The rating outlook
is negative.

"At the same time, we placed our 'CCC' rating on the company's
$525 million senior secured notes on CreditWatch with positive
implications, reflecting the possibility that we could positively
revise the '5' recovery rating on this debt, and thereby raise the
issue rating as per our notching criteria, if the company uses the
proceeds to pay down debt. The rating action follows Reader's
Digest's announcement that it has entered into an agreement to
sell Allrecipes.com for $175 million. The company expects the
transaction to close in the first quarter. Following the
transaction close, the company will be required to repay the $45
million secured term loan due 2013," S&P said.

S&P's 'CCC+' rating on Reader's Digest reflects its expectations
that:

    The company will continue facing secular pressures in its
    publications business;

    Its publishing business will remain highly competitive;

    There are minimal growth prospects in its direct marketing
    business; and

    Its direct marketing model -- selling music, videos, and books
    -- will become increasingly uncompetitive.

"The rating also reflects the dated image of the Reader's Digest
flagship magazine and its burdensome operating cost structure.
These considerations support our view of the business risk profile
as 'vulnerable' and our expectation that sales will continue to
decline. We consider the company's financial profile to be 'highly
leveraged,' given the company's significant discretionary cash
flow deficits and debt burden," S&P said.

"In our base-case scenario, we expect that the company will report
full-year 2011 revenues, excluding fair value adjustments and
currency exchange movements, declining at a high-single-digit to
low-double-digit percentage rate because of weak consumer demand
and sharp revenue declines in the Lifestyles and Entertainment
Direct (LED) segment. We believe that, despite the roll-off of
higher marketing expense in the first half, full-year EBITDA
could decline by over 30%. In our 2012 base-case scenario, we
believe that revenues could decline at a double-digit rate because
of the impact of divestitures, a weak economy, anemic consumer
demand in Europe and the U.S., and secular pressures on the
business. While the company has sold 'Everyday with Rachel Ray,'
which was losing money, and plans to manage down losses at
its LED business, we believe that EBITDA could continue to decline
because of the company's burdensome cost structure and our
expectation of high restructuring costs. However, we believe that
negative discretionary cash flow could moderate because of the
roll-off of high severance costs and one-time bonuses," S&P said.

"In our opinion, there are significant uncertainties and limited
visibility surrounding Reader's Digest's revenues and earnings
prospects given its declining businesses and ongoing restructuring
requirements," said Standard & Poor's credit analyst Minesh Patel.
"These risks exist despite the Reader's Digest's new 'Master
Brands' business strategy, which focuses the company on its core
brands, the divestitures of underperforming businesses, and
cost-reduction initiatives."


REALOGY CORP: Prices Offerings of Two Senior Secured Notes
----------------------------------------------------------
Realogy Corporation priced $593 million aggregate principal amount
of 7.625% senior secured first lien notes due 2020 and $325
million aggregate principal amount of 9.000% senior secured notes
due 2020 in connection with its previously announced private
offering exempt from the registration requirements of the
Securities Act of 1933, as amended.  The closing of the private
offering is expected to occur on Feb. 2, 2012, subject to
customary closing conditions.

Each series of Notes will be guaranteed on a senior secured basis
by Domus Intermediate Holdings Corp., the Company's parent, and
each domestic subsidiary of the Company that is a guarantor under
its senior secured credit facility and certain of its outstanding
securities.  Each series of Notes will also be guaranteed by Domus
Holdings Corp., the Company's indirect parent, on an unsecured
senior subordinated basis.  Each series of Notes will be secured
by substantially the same collateral as the Company's existing
first lien obligations under its senior secured credit facility.
The priority of the collateral liens securing the First Lien Notes
will be (i) equal to the collateral liens securing the Company's
first lien obligations under its senior secured credit facility
and (ii) senior to the collateral liens securing the Company's
other secured obligations that are not secured by a first priority
lien, including the New First and a Half Lien Notes and the
Company's second lien obligations under its senior secured credit
facility.  The priority of the collateral liens securing the New
First and a Half Lien Notes will be (i) junior to the collateral
liens securing the Company's first lien obligations under its
senior secured credit facility and the First Lien Notes and (ii)
senior to the collateral liens securing the Company''s second lien
obligations under its senior secured credit facility.

The Notes will not be registered under the Securities Act or any
state securities law and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration under the Securities Act and applicable state
securities laws.  The Notes will be offered in the United States
only to qualified institutional buyers under Rule 144A of the
Securities Act and outside the United States under Regulation S of
the Securities Act.

The Company will use proceeds from the offering of the Notes of
approximately $918 million, (i) to prepay $629 million of its
first lien term loan borrowings under its senior secured credit
facility which are due to mature in October 2013, (ii) to repay
all of the $133 million in outstanding borrowings under the
portion of its revolving credit facility which is due to mature in
April 2013, and (iii) to repay $156 million of the outstanding
borrowings under the portion of its revolving credit facility
which is due to mature in April 2016.  In conjunction with the
repayments described in clauses (ii) and (iii) of $289 million,
the Company will be reducing the commitments under its revolving
credit facility by a like amount.

                        About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

Realogy reported a net loss of $285 million on $3.16 billion of
net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $7 million on $3.12 billion of net revenues for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $7.89
billion in total assets, $9.24 billion in total liabilities, and a
$1.34 billion total deficit.

Realogy has 'Caa2' corporate family rating and 'Caa3' probability
of default rating, with positive outlook, from Moody's.  The
rating outlook is positive.  Moody's said in January 2011 that the
'Caa2' CFR and 'Caa3' PDR reflects very high leverage, negative
free cash flow and uncertainty regarding the timing and strength
of a recovery of the residential housing market in the U.S.
Moody's expects Debt to EBITDA of about 14 times for the 2010
calendar year.  Despite the recently completed and proposed
improvements to the debt maturity profile, the Caa2 CFR continues
to reflect Moody's view that current debt levels are unsustainable
and that a substantial reduction in debt levels will be required
to stabilize the capital structure.

In February, Standard & Poor's Ratings Services raised its
corporate credit rating on Realogy Corp. to 'CCC' from 'CC'.  The
rating outlook is positive.


REALOGY CORP: Moody's Affirms 'Caa2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to $593 million of
proposed senior secured first-lien notes and a Caa1 rating to $325
million of proposed senior secured (first and half lien) notes of
Realogy Corporation (Realogy). Concurrently, all other ratings
including the Caa2 Corporate Family Rating (CFR), Caa3 Probability
of Default Rating (PDR) and SGL-4 Speculative Grade Liquidity
Rating were affirmed. The rating outlook remains stable.

The proceeds from the note offerings will be used to prepay $629
million of term loan borrowings and repay borrowings under the
revolving credit facility. Concurrent with the closing of the note
offerings, the $289 million revolving credit facility set to
mature in April 2013 will terminate. Following completion of the
note offerings, availability under the $363 million revolving
credit facility expiring in 2016 will be approximately $239
million.

These ratings (LGD assessments) were assigned:

Senior secured first lien notes due 2020, B1 (LGD 1, 6%)

Senior secured notes (one and half lien) due 2020, Caa1 (LGD 2,
22%)

The following ratings were affirmed (LGD assessments updated):

Senior secured revolving credit facility due 2016, B1 (LGD 1, 6%
from 7%)

Senior secured term loan due 2016, B1 (LGD 1, 6% from 7%)

Senior secured synthetic letter of credit facility due 2013/2016,
B1 (LGD 1, 6% from 7%)

Senior secured (one and half lien) notes due 2019, Caa1 (LGD 2,
22% from 24%)

Second lien term loan due 2017, Caa2 (LGD 3, 33%)

11.5% senior unsecured notes due 2017, Caa3 (LGD 3, 44%)

12% senior unsecured notes due 2017, Caa3 (LGD 3, 44%)

10.5% senior unsecured cash pay notes due 2014, Caa3 (LGD 3, 44%)

11.00%/11.75% senior unsecured toggle notes due 2014, Caa3 (LGD 3,
44%)

11% senior subordinated convertible notes due 2018, Ca (LGD 5,
70%)

12.375% senior subordinated notes due 2015, Ca (LGD 5, 70%)

Corporate family Rating, Caa2

Probability of Default Rating, Caa3

Speculative grade liquidity, SGL-4

The following ratings were affirmed and will be withdrawn upon the
close of the refinancing:

Senior secured revolving credit facility due 2013, B1 (LGD 1, 7%)

Senior secured term loan due 2013, B1 (LGD 1, 7%)

RATINGS RATIONALE

"The proposed refinancing reduces near term debt maturities but
increases cash interest expense and the cash burn of the company.
Leverage remains very high and free cash flow will be
significantly negative in 2012", stated Lenny Ajzenman, Senior
Vice President.

The Caa2 Corporate Family Rating and Caa3 Probability of Default
Rating reflect very high financial leverage, consistently negative
free cash flow and Moody's view that Realogy's capital structure
is unsustainable. Debt to EBITDA (reflecting Moody's standard
adjustments) was nearly 12.5 times in the September 30, 2011 LTM
period. The ratings continue to reflect Moody's view that a
substantial reduction in debt levels will be required to stabilize
the capital structure. It should be noted that the capital
structure includes $2.1 billion of convertible debt and an
affiliate of Apollo Management, L.P. (Apollo), Realogy's equity
sponsor, controls a significant portion of its outstanding debt.
The residential housing market in the US remained weak in 2011
which contributed to Realogy's flattish revenues and a moderate
decline in Adjusted EBITDA. A slow recovery in home sale volume in
2012 should lead to modest revenue and EBITDA growth but credit
metrics should remain very weak. The ratings are supported by the
company's leading market positions, strong brands, solid EBITDA
margins and the potential for EBITDA growth upon a recovery in the
housing market.

The SGL-4 Speculative Grade Liquidity Rating reflects Realogy's
weak liquidity profile. After the note offerings, Realogy will
have about $239 million of availability under the $363 million
revolving credit facility expiring in 2016. Given Moody's
expectation for about $200 million of negative free cash flow in
2012, the revolver could be fully utilized by late 2012 or the
first half of 2013. The proposed refinancing increases headroom
under financial maintenance covenants in the near term. However
absent solid EBITDA growth or another refinancing, further
revolver utilization over the next 12 to 15 months to finance
negative free cash flow could lead to difficulty maintaining
covenant compliance.

The ratings could be upgraded if home sale volume or pricing
rebounds solidly leading to strong growth in EBITDA and a
substantial improvement in credit metrics and liquidity. A
material reduction in debt levels from the conversion of the
convertible debt to common equity, an equity offering or other
balance sheet restructuring could also lead to an upgrade.

The ratings could be downgraded if the housing market weakens
further leading to a material decline in Realogy's profitability
or credit metrics, the likelihood of a default increases or
Moody's estimate of recovery in a default scenario materially
declines.

For further information, see Realogy's Credit Opinion published on
Moodys.com.

The principal methodology used in rating Realogy was the Business
& Consumer Service Industry 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.


REPUBLIC MORTGAGE: S&P Cuts Financial Strength Rating to 'R'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its unsolicited
financial strength rating on RMIC to 'R' from 'CC'. "We also
affirmed our unsolicited ratings on RMIC-NC at 'CC' and
subsequently withdrew them," S&P said.

"Standard & Poor's lowered the RMIC ratings to 'R', signifying
regulatory supervision, after the North Carolina Department of
Insurance placed the company under its supervision," said Standard
& Poor's credit analyst Robert Green. Pursuant to the order, RMIC
will reduce the cash payments on all claims paid after Jan. 19,
2012, by 50% for an initial period not to exceed one year. The
remaining 50% will be included in the statutory capital of RMIC,
to be paid at a future date as and when necessary funds are
available.

"These actions do not affect the ratings on the ultimate parent
company, Old Republic International (BBB+/Negative/--). The
negative outlook on RMIC-NC at the time of withdrawal is based on
the company's run-off status with uncertain claim development,
deteriorating capital, and possible regulatory intervention
should losses worsen," S&P said.


RIVER ROCK: Suspending Filing of Reports with SEC
-------------------------------------------------
River Rock Entertainment Authority filed a Form 15 notifying of
its suspension of its duty under Section 15(d) to file reports
required by Section 13(a) of the Securities Exchange Act of 1934
with respect 9 3/4% senior notes due 2011.  Pursuant to Rule
12h-3, the Company is suspending reporting because there are
currently less than 300 holders of record of the Senior Notes.
There were only 30 holders of the Senior Notes as Jan. 26, 2012.

                        About River Rock

Headquartered in Geyserville, California, River Rock Entertainment
Authority is a governmental instrumentality of the Dry Creek
Rancheria Band of Pomo Indians, a federally recognized Indian
tribe.  River Rock Casino is a governmental development project of
the Authority.  The Casino offers Class III slot and video poker
gaming machines, house banked table games, including Blackjack,
Three card poker, Mini-baccarat and Pai Gow poker, Poker,
featuring Texas Hold' em, comprehensive food and non-alcoholic
beverage offerings, and goods for sale on tribal land located in
Geyserville, California.

River Rock's balance sheet at Sept. 30, 2011, showed
$222.79 million in total assets, $214.66 million in total
liabilities, all current, and $8.13 million in total net assets.

                          *     *      *

As reported by the TCR on Nov. 8, 2011, Moody's Investors Service
lowered River Rock Entertainment Authority's ("RREA" or
"Authority") Probability of Default Rating ("PDR") to D from Caa2
and its Corporate Family Rating ("CFR") to Ca from Caa2.

Moody's rating action was prompted by the Authority's inability to
complete the proposed refinancing transaction on time, resulting
in non-payment of the principal amount due on its existing debt of
$200 million senior secured notes on their maturity date of
November 1, 2011, which Moody's views as a default.  The downgrade
of the CFR to Ca reflects Moody's view that the current debt
holders could incur a possible material impairment in the debt
restructuring process.  The company is in discussion with lenders
and has entered into a forbearance and support agreement dated
November 2, 2011 with approximately 60% of note holders that
contemplates an exchange offer.

In the Jan. 23, 2012, edition of the TCR, 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.

                       Bankruptcy Warning

The Company has a significant amount of debt coming due in fiscal
2011 that it may not be able to repay.  The Company's $200.0
million of Senior Notes mature in November 2011.  The Company has
been exploring its options to refinance its Senior Notes and
expect to propose a refinancing transaction in the near future.
While the Company expects to be able to refinance this debt, there
can be no assurances that this in fact will occur.  In such case,
failure to refinance or extend the maturity date of this debt will
give the holders of such debt certain rights under the Company's
indenture which are limited by the terms of the Company's
indenture, the Company's waiver of sovereign immunity and remedies
available to creditors to Native American gaming operators under
federal law and by the Company's Compact.  In addition, it is
uncertain whether the Company or the Dry Creek Rancheria Band of
Pomo Indians may be a debtor in a case under the U.S. Bankruptcy
Code.  Without bankruptcy court protection, other creditors might
receive preferential payments or otherwise obtain more than they
would have under a bankruptcy court proceeding.  If the Company
commences a case under the U.S. Bankruptcy Code and the bankruptcy
court does not dismiss the case, payments from the debtor would
cease.  It is uncertain how long payments under the Senior Notes
could be delayed following commencement of a bankruptcy case.


ROOMSTORE INC: Can Hire FTI Consulting as Financial Advisors
------------------------------------------------------------
RoomStore Inc. sought and obtained the U.S. Bankruptcy Court for
the Eastern District of Virginia's permission to employ the
consulting firm of FTI Consulting, Inc., as its financial advisors
and consultants.

The firm, among others, will:

   * assist in soliciting and negotiating proposals to close
     certain stores and liquidate inventory located in those
     stores;

   * assist the Debtor with information and analyses required
     pursuant to the Debtor's Debtor-In-Possession financing
     including, but not limited to, preparation for hearings
     regarding DIP financing;

   * assist the Debtor in the preparation of financial related
     disclosures required by the Court, including the Schedules of
     Assets and Liabilities, the Statement of Financial Affairs
     and Monthly Operating Reports;

   * provide advisory assistance in connection with the
     development and implementation of employee programs;

   * assist and advise the Debtors with respect to the
     identification of core business assets and the disposition of
     assets or liquidation of unprofitable operations;

   * assist with the identification of executory contracts and
     leases and performance of cost/benefit evaluations with
     respect to the affirmation or rejection of each;

   * assist regarding the valuation of the present level of
     operations and identification of areas of potential cost
     savings, including overhead and operating expense reductions
     and efficiency improvements;

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

   * attend meetings and assist in discussions with potential
     investors, banks and other secured lenders, any statutory
     committee appointed in the chapter 11 case, the U.S. Trustee,
     other parties in interest and professionals hired by the
     same, as requested;

   * assist in the preparation of information and analysis
     necessary for the confirmation of a Plan of Reorganization in
     the chapter 11 case;

   * assist in the evaluation and analysis of avoidance actions,
     including fraudulent conveyances and preferential transfers;
     and

   * render other general business consulting or other assistance
     as Debtors' management or counsel may deem necessary that are
     consistent with the role of a financial advisor and not
     duplicative of services provided by other professionals.

The customary hourly rates, subject to periodic adjustments,
charged by FTI's professionals anticipated to be assigned to the
case are:

          Senior Managing Directors           $780 - $895
          Directors/Managing Directors        $560 - $745
          Consultants/Senior Consultants      $280 - $530
          Administrative/Paraprofessionals    $115 - $230

FTI has requested that it be engaged under a general retainer. The
Debtor believes that FTI should be employed under a general
retainer because of the variety and complexity of the services
that will be required during these proceedings.

FTI has received from the Debtor total "on account" cash in the
amount of $40,000. Since commencing the engagement, FTI has
invoiced the Debtor $135,075.60, which amount reflects $127,382.50
billed to the Debtor for professional services, $7,693.10 for out-
of-pocket expense reimbursement and the $40,000 held as On-Account
Cash. Prior to the Petition Date, FTI applied $0 of its initial
$40,000 cash on account for estimated fees and expenses.

Stephen L. Coulombe at FTI informed the Court that except as
disclosed his firm (i) has no connection with the Debtor, its
creditors or other parties in interest; (ii) does not hold any
interest adverse to the Debtor's estate; and (iii) is a
"disinterested person" as defined within Bankruptcy Code Section
101(14).

                     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.  FTI Consulting, Inc., serves as
the Debtor's financial advisors and consultants.

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.


ROOMSTORE INC: Wants to Employ Kaplan & Frank as Local Counsel
--------------------------------------------------------------
RoomStore Inc. seeks authority from the U.S. Bankruptcy Court for
the Eastern District of Virginia to employ Kaplan & Frank, PLC, as
its Virginia bankruptcy counsel.

The firm will:

   A. provide the Debtor with advice and prepare all necessary
      documents regarding debt restructuring, bankruptcy and asset
      dispositions;

   B. take all necessary actions to protect and preserve the
      Debtor's estate during the pendency of the chapter 11 case,
      including the prosecution of actions by the Debtor, the
      defense of actions commenced against the Debtor,
      negotiations concerning litigation in which the Debtor are
      involved and objecting to claims filed against the estate;

   C. prepare on behalf of the Debtor, as debtors in possession,
      all necessary motions, applications, answers, orders,
      reports and papers in connection with the administration of
      the chapter 11 case;

   D. counsel the Debtor with regard to their rights and
      obligations as debtor in possession;

   E. appear in Court and to protect the interests of the Debtor
      before the Court; and

   F. perform all other legal services for the Debtor which may be
      necessary and proper in the proceedings.

The names, positions and current hourly rates of the Kaplan &
Frank lawyers currently expected to have primary responsibility
for providing services to the Debtors are:

          Troy Savenko            (Of Counsel)   $295/hour
          Christopher J. Hoctor   (Partner)      $285/hour
          Leslie A. Skiba         (Associate)    $265/hour

Kaplan & Frank was first retained to represent the Debtor in
connection with a potential restructuring or chapter 11 filing in
November 2011.  Prior to the Petition Date, Kaplan & Frank
received an aggregate retainer of $22,000, paid in two
installments of $10,000 (paid on November 28, 2011) and $12,000
(paid on December 9, 2011).  About $1,026 of this retainer has
been applied to prepetition services rendered and expenses
incurred by Kaplan & Frank while $15,479 of this retainer was
applied to the costs, fees and expenses associated with the filing
of Debtor's chapter 11 petition. The balance, totaling $5,495,
will be held in trust for the Debtor and utilized by Kaplan &
Frank as an advance deposit for post-petition fees and expenses.

As part of the terms of its retention, Kaplan & Frank required the
Advance Deposit to be $50,000 as security of payment for attorney
fees and out-of pocket expenses to be incurred by the Debtor in
connection with its bankruptcy. Because of the Debtor's
prepetition circumstances, the Debtor committed to supplement the
Advance Deposit as necessary, but not less than $10,000 per month
beginning on December 15, 2011, until the Advance Deposit held in
Kaplan & Frank's escrow account is $50,000.  The Debtor also
granted to Kaplan & Frank a security interest in all amounts held
to secure repayment of its fees and expenses as they become due.

"To the best of my knowledge, Kaplan & Frank does not hold an
interest adverse to the Debtor's estate and is a 'disinterested
person' as that term is defined in Section 101(14) of the
Bankruptcy Code," Mr. Savenko attests.

                     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.  FTI Consulting, Inc., serves as
the Debtor's financial advisors and consultants.

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.


ROOMSTORE INC: Wants American Legal as Notice & Claims Agent
------------------------------------------------------------
RoomStore Inc. seeks permission from the U.S. Bankruptcy Court for
the Eastern District of Virginia to employ American Legal Claims
Services, LLC, as its notice and claims agent, effective as of
January 5, 2012.

As noticing, claims and balloting agent, ALCS is expected to: (i)
serve as the Court's notice agent to mail certain notices to the
estate's creditors and parties-in-interest, (ii) provide
computerized claims, claims objections and balloting database
services, and (iii) provide expertise, consultation and assistance
with claim and ballot processing and with other administrative
information related to the Debtor's bankruptcy case.

In addition, ALCS will assist the Debtor with, among other things:
(a) maintaining and updating the master mailing lists of
creditors; (b) to the extent necessary, gathering data in
conjunction with the preparation of the Debtor's schedules of
assets and liabilities and statements of financial affairs; (c)
tracking and administration of claims; and (d) performing other
administrative tasks pertaining to the administration of the
Chapter 11 Case as may be requested by the Debtor or the Clerk's
Office in accordance with the terms of its retention agreement.

Although the Debtor does not propose to employ ALCS under Section
327 of the Bankruptcy Code, to the best of the Debtor's knowledge,
information, and belief, ALCS has represented that it neither
holds nor represents any interest adverse to the Debtor's estate
in connection with any matter on which it would be employed and
that it is a "disinterested person," as referenced in Bankruptcy
Code Section 327(a) and as defined in Bankruptcy Code Section
101(14), as modified by Bankruptcy Code Section 1107(b).

The fees ALCS will charge in connection with its services to the
Debtor are set forth in its retention agreement.

                     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.  FTI Consulting, Inc., serves as
the Debtor's financial advisors and consultants.

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.


ROOMSTORE INC: Committee Wants Hunton & Williams as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of RoomStore Inc.
seeks permission from the U.S. Bankruptcy Court for the Eastern
District of Virginia to retain Hunton & Williams LLP as its
counsel.

Hunton & Williams will:

   a) assist, advise and represent the Committee in consultations
      with the Debtor regarding the administration of the case;

   b) assist, advise and represent the Committee in analyzing the
      Debtor's assets and liabilities, including mortgages, liens
      and other security interests in the Debtor's property, and
      participate in and review any proposed asset sales, any
      asset dispositions, financing arrangements and cash
      collateral stipulations in connection with the proceedings;

   c) assist, advise and represent the Committee in any manner
      relevant to reviewing and determining the Debtor's rights
      and obligations under its leases and executory contracts;

   d) assist, advise and represent the Committee in investigating
      the acts, conduct, assets, liabilities and financial
      condition of the Debtor, the Debtor's operations and the
      desirability of the continuance of any portion of those
      operations, and any other matters relevant to the case or to
      the formation of a plan;

   e) assist, advise and represent the Committee in its
      participation in the negotiation, formulation and drafting
      of a plan of liquidation or reorganization;

   f) advise the Committee on the issues concerning the
      appointment of a trustee or examiner under Section 1104;

   g) assist, advise and represent the Committee in understanding
      its powers and its duties under the Bankruptcy Code and the
      Bankruptcy Rules and in performing other services in the
      interests of those represented by the Committee;

   h) assist, advise and represent the Committee in the evaluation
      of claims and on any litigation matters, including avoidance
      actions; and

   i) provide other services to the Committee as may be necessary
      or appropriate in the case.

The firm's hourly rates range from $475 to $735 per hour for
partners and counsel, $240 to $485 per hour for associates, and
$135 to $235 per hour for paralegals and other support staff.

Tyler P. Brown, Esq., a partner with Hunton & Williams LLP,
disclose that the principal attorneys and paralegals presently
designated to represent the Committee and their current hourly
rates are:

     Attorney             Status   Hourly Rate   Year of Admission
     --------             ------   -----------   -----------------
     Tyler P. Brown       Partner     $630             1987
     Justin F. Paget      Associate   $310             2008
     Eric W. Flynn        Associate   $240             2009
     Matthew A. Lambert   Paralegal   $160              n/a

Mr. Brown says Hunton & Williams currently represents, has
represented, and likely will continue to represent or have
connections with certain of the Debtor's creditors and other
parties in interest in ongoing matters unrelated to the chapter 11
case.  None of the representations of the entities disclosed in
these unrelated matters concern an interest adverse to the
Committee or the Debtor's creditors.

                     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.  FTI Consulting, Inc., serves as
the Debtor's financial advisors and consultants.

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.


ROOMSTORE INC: Panel Wants Alvarez & Marsal as Financial Advisors
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of RoomStore Inc.
seeks permission from the U.S. Bankruptcy Court for the Eastern
District of Virginia to retain the consulting firm Alvarez &
Marsal North America, LLC, as its financial advisors, effective as
of December 22, 2011.

A&M will:

   * assist the Committee in the review of financial related
     disclosures required by the Court, including the Schedules of
     Assets and Liabilities, the Statement of Financial Affairs
     and Monthly Operating Reports;

   * assist the Committee with information and analyses required
     pursuant to the Debtor's postpetition financing;

   * assist with a review of the Debtor's short-term cash
     management procedures;

   * assist with a review of the Debtor's performance of
     cost/benefit evaluations with respect to the assumption or
     rejection of various executory contracts and leases;

   * assist regarding the evaluation of the present level of
     operations and identification of areas of potential cost
     savings, including overhead and operating expense reductions
     and efficiency improvements;

   * assist in the review of financial information distributed by
     the Debtor to creditors and others, including, but not
     limited to, cash flow projections and budgets, cash receipts
     and disbursement analysis and analysis of various asset and
     liability accounts;

   * attend meetings with the Debtor, the Debtor's lenders and
     creditors, the Committee and any other official committees
     organized in the chapter 11 case, the U.S. Trustee, other
     parties in interest and professionals hired by the same, as
     requested;

   * assist in the review and/or preparation of information and
     analysis necessary for the confirmation of a plan in the
     chapter 11 case;

   * assist in the evaluation and analysis of avoidance actions,
     including fraudulent conveyances and preferential transfers
     (other than with respect to the valuation of particular asset
     transfers); and

   * render other general business consulting or other assistance
     as the Committee or its counsel may deem necessary,
     consistent with the role of a financial advisor and not
     duplicative of services provided by other professionals in
     the chapter 11 case.

The standard hourly rates, subject to periodic adjustments,
charged by A&M's professionals are:

     Directors/Managing Directors            $450 - $850
     Analysts/Associates                     $250 - $450

A&M seeks certain indemnification from the Debtor.

Mark A. Roberts, a Managing Director with Alvarez & Marsal North
America, LLC, assures the Court his firm does not represent any
other entity having an interest adverse to the Committee in
connection with the case, and therefore believes it is eligible to
represent the Committee under Section 1103(b) of the Bankruptcy
Code.

                     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.  FTI Consulting, Inc., serves as
the Debtor's financial advisors and consultants.

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.


RYLAND GROUP: Posts $812,000 Net Income in Fourth Quarter
---------------------------------------------------------
Ryland Group, Inc., reported net income of $812,000 on
$261.75 million of total revenues for the three months ended Dec.
31, 2011, compared with a net loss of $19.14 million on $215.07
million of total revenues for the same period during the prior
year.

The Company reported a net loss of $51.56 million on $628.98
million of total revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $66 million on $786.88 million
of total revenues for the same period during the prior year.

The Company reported a net loss of $50.75 million on $890.73
million of total revenues for the 12 months ended Dec. 31, 2011,
compared with a net loss of $85.14 million on $1 billion of total
revenues during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $1.57 billion
in total assets, $1.09 billion in total liabilities and $483.91
million in total equity.

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

                        http://is.gd/CKd8hh

                         About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

                           *     *     *

As reported by the Troubled Company Reporter on June 21, 2010,
Fitch Ratings has affirmed Ryland Group, Inc.'s ratings -- Issuer
Default Rating at 'BB'; and Senior unsecured debt at 'BB'.  The
Rating Outlook has been revised to Stable from Negative.

Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3"
probability of default rating, "Ba3" senior unsecured notes
rating, and "SGL-2" speculative grade liquidity rating.  Ryland
Group carries Standard & Poor's Ratings Services' 'BB-' corporate
credit and senior unsecured note ratings.

In the Sept. 14, 2011, edition of the TCR, Fitch Ratings has
downgraded its ratings for Ryland Group, Inc., including the
company's Issuer Default Rating (IDR) to 'BB-' from
'BB'.  The Rating Outlook has been revised to Negative from
Stable.

The downgrade in RYL's IDR and senior unsecured ratings reflects
the still very challenging U.S. housing market which is likely
bouncing on the bottom, following a massive cyclical correction.
With the recent softening in the economy and lowered economic
growth expectations for 2011 and 2012, the environment may at best
only support a relatively modest recovery in housing metrics over
the next year and a half.  Moreover, RYL's underperformance
relative to its peers in certain operational and financial
categories during recent quarters, and its slimming cash position
penalizes the ratings and influences the Outlook.


SAVANNAH INTERESTS: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Savannah Interests, LLC, filed with the U.S. Bankruptcy Court for
the Southern District of Georgia a Summary of Schedules reporting
total assets of $10.64 million and total liabilities of $8.65
million.  The Debtor's liabilities comprise mainly of $8.11
million claims owing to secured creditors and $546,964 claims
owing to unsecured creditors.

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


SAVANNAH INTERESTS: Court OKs Morris Manning as General Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Georgia
authorized Savannah Interests, LLC, to employ Morris, Manning &
Martin LLP as its general reorganization counsel.

On Dec. 29, 2011, Debtor's managing member paid the Firm $20,000
as a retainer for this Chapter 11 case.  The source of the
retainer funds is Gulfstream Capital Corporation.

The Debtor believes that the firm is "disinterested" within the
meaning of Section 101(14) of the Bankruptcy Code.

The firm can be contacted at:

         John D. Northup III
         Georgia Bar No. 546696
         24 Drayton Street, Suite 712
         Savannah, Georgia 31401
         Telephone: (912) 651-8945
         E-mail: jnorthup@mmmlaw.com

                 - and -

         Lisa Wolgast
         Georgia Bar No. 773399
         Pro Hac Pending
         1600 Atlanta Financial Center
         3343 Peachtree Rd., N.E.
         Atlanta, Georgia 30326
         Telephone: (404) 233-7000
         E-mail: lwolgast@mmmlaw.com

                          About Savannah

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


SCI REAL ESTATE: Hires Thompson & Knight as Special Counsel
-----------------------------------------------------------
SCI Real Estate Investments LLC and Secured California Investments
Inc., sought and obtained permission from the Bankruptcy Court to
employ Thompson & Knight LLP as special real estate counsel to
provide real estate legal counsel to the Debtors.

Mark Weibel, the firm's primary attorney expected to provide
services, will be paid at an hourly rate of $485.

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

The firm may be reached at:

         Mark Weibel, Esq.
         THOMPSON & KNIGHT LLP
         One Arts Plaza
         1722 Routh Street, Suite 1500
         Dallas, TX 75201
         Tel: (214) 969-1111
         Fax: (214) 999-9221
         E-mail: Mark.Weibel@tklaw.com

                 About SCI Real Estate Investments

Los Angeles, California-based SCI Real Estate Investments,
LLC, filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 11-15975) on Feb. 11, 2011.  Jeffrey W. Dulberg,
Esq., at Pachulski Stang Ziehl & Jones LLP, serves as the Debtor's
bankruptcy counsel.  Haskell & White LLP as accountant. Kennerly,
Lamishaw & Rossi LLP as special real estate counsel.  The Debtor
disclosed $55,431,222 in assets and $69,514,028 in liabilities as
of the Chapter 11 filing.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 cases of SCI Real Estate Investments.  Levene, Neale,
Bender, Yoo & Brill L.L.P., represents the Committee as its
general bankruptcy counsel.


SEA TRAIL: Court Okays Hiring of McIntyre Paradis as Accountants
----------------------------------------------------------------
Sea Trail Corporation obtained permission from the U.S. Bankruptcy
Court for the Eastern District of North Carolina to employ
McIntyre, Paradis, Wood & Company CPA's PLLC as its accountants.

As reported by the Troubled Company Reporter on Dec. 13, 2011, the
Debtor will pay McIntyre Paradis a flat fee of $5,275 for the
preparation of annual state and federal tax returns and
depreciation schedules.  In addition, the Debtor will pay McIntyre
Paradis on an hourly basis of a maximum of $155 per hour in
connection with reviewing, auditing and consulting services.

Stanley Paradis, CPA, of McIntyre, Paradis, Wood & Company CPA's
PLLC, assured the Court that neither he nor his firm holds any
interest adverse to the interest of the estate.

Headquartered in Sunset Beach, North Carolina, Sea Trail
Corporation operates the Sea Trail Golf Resort and Conference
Center.  The Debtor's business operations are comprise of three
operating divisions, including the golf division, the convention
and resort division, and the real estate division.

Sea Trail Corporation filed a Chapter 11 petition (Bankr. E.D.N.C.
Case No. 11-07370) on Sept. 27, 2011, in Wilson, North Carolina.
The Debtor reported $34,222,281 in assets and $22,174,201 in
liabilities as of the Chapter 11 filing.  Stubbs & Perdue P.A. is
the Debtors' attorney.  McIntyre, Paradis, Wood & Company CPA's
PLLC is the Debtor's accountants.  The Finley Group, Inc., is the
Debtor's financial consultant.

Sea Trail Corporation's official committee of unsecured creditors
retained J.M. Cook and his firm, J.M. Cook, P.A., as counsel.


SEA TRAIL: Can Hire The Finley Group as Financial Consultant
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina authorized Sea Trail Corporation to employ The Finley
Group, Inc., as its financial consultant, nunc pro tunc to
Nov. 9, 2011.

As reported by the Troubled Company Reporter on Dec. 13, 2011,
upon retention, The Finley Group will:

  (a) assist the Debtor in the preparation of financial related
      disclosures and reporting required by any orders of the
      Court or the Bankruptcy Code;

  (b) assist the Debtor in assessing its various divisions and
      offer recommendations to improve the productivity and
      profitability of them;

  (c) assist the Debtor in selecting a property management firm
      to provide services in connection with the rental program,
      convention services, conference bookings, tournament
      reservations, and resort reservations as a whole;

  (d) assist the Debtor in preparation of financial information
      for distribution to creditors and others, including but not
      limited to cash flow projections and budgets, cash receipts
      and disbursement analysis, analysis of accounts receivable
      and accounts payable, and analysis of future transactions;
      and

  (e) attend meetings and assist in discussions with investors,
      banks, secured lenders, other parties-in-interest, and other
      professionals hired by the state on an as requested basis.

The firm's hourly rates are:

               President             $375 - $400
               Managing Directors    $325 - $375
               Associates            $225 - $300
               Paraprofessionals      $75 - $150

The Finley Group has agreed that the hourly rate for services
provided by Matthew Smith will be $325 per hour.

With respect to travel, out-of-town travel will be billed at 50%
of the hourly rates.  The Debtor will reimburse the firm for
reasonable out-of-pocket expenses.  The Debtor has agreed to
indemnify The Finley Group.

Matthew Smith, of The Finley Group, Inc., attested that neither he
nor his firm holds or represents an interest adverse to the
interest of the estate.

                   About Sea Trail Corporation

Headquartered in Sunset Beach, North Carolina, Sea Trail
Corporation operates the Sea Trail Golf Resort and Conference
Center.  The Debtor's business operations are comprise of three
operating divisions, including the golf division, the convention
and resort division, and the real estate division.

Sea Trail Corporation filed a Chapter 11 petition (Bankr. E.D.N.C.
Case No. 11-07370) on Sept. 27, 2011, in Wilson, North Carolina.
The Debtor reported $34,222,281 in assets and $22,174,201 in
liabilities as of the Chapter 11 filing.  Stubbs & Perdue P.A. is
the Debtors' attorney.  McIntyre, Paradis, Wood & Company CPA's
PLLC is the Debtor's accountants.  The Finley Group, Inc., is the
Debtor's financial consultant.

Sea Trail Corporation's official committee of unsecured creditors
had retained J.M. Cook and his firm, J.M. Cook, P.A., as counsel.


SEARCHMEDIA HOLDINGS: Partially Settles Dispute with CSV, Et Al.
----------------------------------------------------------------
SearchMedia Holdings Limited reached settlement agreements for the
arbitration between the Company and certain of its predecessor
shareholders.

The arbitration was filed between SearchMedia Holdings Limited vs.
China Seed Ventures, LP, Qinying Liu, Deutsche Bank AG Hong Kong
Branch, Le Yang, and Sun Hing Associates Ltd. and Vervain Equity
Investments Limited related to matters from the Share Exchange
Agreement which closed on Oct. 30, 2009.  The Settlement
Agreements with CSV, Ms. Liu and Ms. Yang are effective
immediately while the settlement agreement with Deutsche Bank is
conditional upon certain determinations by the arbitration panel.
In addition, SearchMedia has reached an agreement with Linden
Ventures II BVI Ltd., a pre-merger investor, in which SearchMedia
will repurchase all of their shares outstanding.

As part of the settlement with the Settling Defendants and Linden,
(i) 2.5 million shares will be repurchased by the Company at an
average price per share of $0.25 and those shares will be retired,
(ii) 2.0 million shares will be surrendered and cancelled without
consideration, and (iii) 1.6 million warrants will be surrendered
and cancelled without consideration.  The cancelled warrants have
strike prices ranging from $0.0001 to $7.88 per share.  Upon
completion of the transactions contemplated by the settlement
agreements, the Company will have 17.4 million shares outstanding,
including 0.8 million shares recently issued to subsidiaries of
the Company in settlement of certain earnout obligations.  In
addition, as part of the settlement, the Settling Defendants have
agreed to forego their right, under a voting agreement, to
nominate four members to the SearchMedia board of directors, and
Ms. Liu resigned her position as a member of the SearchMedia Board
of Directors effective Jan. 23, 2012.

The Company intends to vigorously continue its claims against the
Nan Fung Entities, the remaining party in the arbitration.

Mr. Paul Conway, Chief Executive Officer of SearchMedia,
commented, "We are happy to reach these settlement agreements to
resolve a long standing issue.  As part of the settlement we will
eliminate 4.5 million outstanding shares, significantly reduce our
overhang of warrants, and facilitate the appointment of
additional directors.  As we continue to move beyond the
complications that we inherited, our current management team will
be able to better focus on execution of our business strategy to
capture the exciting opportunities in China's advertising market."

                         About SearchMedia

SearchMedia is a leading nationwide multi-platform media company
and one of the largest operators of integrated outdoor billboard
and in-elevator advertising networks in China.  SearchMedia
operates a network of high-impact billboards and one of China's
largest networks of in-elevator advertisement panels in 50 cities
throughout China.  Additionally, SearchMedia operates a network of
large-format light boxes in concourses of eleven major subway
lines in Shanghai.  SearchMedia's core outdoor billboard and in-
elevator platforms are complemented by its subway advertising
platform, which together enable it to provide a multi-platform,
"one-stop shop" services for its local, national and international
advertising clients.

Marcum Bernstein & Pinchuk LLP, in New York, expressed substantial
doubt about SearchMedia Holdings' ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring net losses from operations and has a working
capital deficiency.

The Company reported a net loss of $46.6 million on $49.0 million
of revenues for 2010, compared with a net loss of $22.6 million on
$37.7 million of revenues for 2009.


SEARS HOLDINGS: Robert Riecker Elected as VP, Controller and CAO
----------------------------------------------------------------
The Board of Directors of Sears Holdings Corporation elected
Robert A. Riecker as the Company's Vice President, Controller and
Chief Accounting Officer, effective Jan. 25, 2012.  He is assuming
the position of the Company's principal accounting officer from
William K. Phelan, and will report to Mr. Phelan.  Mr. Phelan, who
was appointed to the position of Senior Vice President, Finance of
the Company, also is responsible for the Company's treasury, tax
and risk management functions.

Mr. Riecker, age 47, joined the Company as Assistant Controller in
October 2005 and served as Vice President and Assistant Controller
from May 2007 to October 2011.  From October 2011 until his
election as Vice President, Controller and Chief Accounting
Officer, he served as the Company's Vice President, Internal
Audit.

                        About Sears Holdings

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- is the nation's
fourth largest broadline retailer with more than 4,000 full-line
and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

                        Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'. "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011. We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'. The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai. She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.


SECURITY NATIONAL: Files Schedules of Assets & Liabilities
----------------------------------------------------------
Security National Properties Funding III, LLC, et al., disclosed
in its summary of schedules of assets and liabilities that its
total assets reach $24,758,433 comprised mostly of intercompany
receivables.

The Debtors' total liabilities reach $354,657,501, with Bank of
America holding the lone secured claim for $159,991,940; the
Commissioner of Taxation and Finance at Binghamton, New York
holding the lone unsecured priority claim for $1,189; and
creditors holding unsecured non-priority claims totaling
$194,664,371.  The creditor holding the largest unsecured non-
priority claim is Security National Properties Funding LLC with
$131,409,679.

Eureka, California-based Security National Properties Funding III
LLC owns and operates 33 commercial office, retail, industrial and
other properties.  Security National and various affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No.
11-13277) on Oct. 13, 2011.  Judge Kevin Gross presides over the
case.  Andrew R. Remming, Esq., and Robert J. Dehney, Esq., at
Morris, Nichols, Arsht & Tunnell, serve as the Debtors' counsel.
GCG Inc. serves as the Debtors' claims and notice agent.  The
Debtors' scheduled assets total $24,758,433 while scheduled
liabilities total $354,657,501.


SECURITY NATIONAL: Can Access Cash Collateral Until Feb. 10
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
in a fourth interim order, Security National Properties Funding
III, LLC, et al., to use cash collateral of prepetition agents and
lenders through the conclusion of the final hearing scheduled for
Feb. 10, 2012, at 2:00 p.m.

As reported by the Troubled Company Reporter on Jan. 10, 2012, the
parties with an alleged interest in the cash collateral are Bank
of America, N.A., in its capacity as administrative agent for
itself and other lenders under the prepetition credit agreement,
and Banc of America Securities LLC, as sole arranger and sole book
manager.

The Debtors would use the cash collateral to (i) maintain their
operations and provide funding to affiliates; (ii) pay certain
prepetition obligations; and (iii) pay disbursements.

As adequate protection, the Administrative Agent is granted
replacement liens in (a) all postpetition rents generated by the
qualified properties and (b) the qualified properties, with the
same priority as the administrative agent's prepetition liens in
the cash collateral.

A full-text copy of the Fourth Interim Order is available for free
at:

http://bankrupt.com/misc/SECURITY_NATIONAL_cashcoll_4thorder.pdf

         About Security National Properties Funding III

Eureka, California-based Security National Properties Funding III
LLC owns and operates 33 commercial office, retail, industrial and
other properties.  Security National and various affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No.
11-13277) on Oct. 13, 2011.  Judge Kevin Gross presides over the
case.  Andrew R. Remming, Esq., and Robert J. Dehney, Esq., at
Morris, Nichols, Arsht & Tunnell, serve as the Debtors' counsel.
GCG Inc. serves as the Debtors' claims and notice agent.  The
Debtors' scheduled assets total $24,758,433 while scheduled
liabilities total $354,657,501.


SEQUENOM INC: Files Infringement Lawsuits Against Aria and Natera
-----------------------------------------------------------------
Sequenom, Inc., filed separate complaints against defendants (a)
Aria Diagnostics, Inc., and (b) Natera, and DNA Diagnostics
Center, Inc., in the United States District Court for the Southern
District of California.  The Aria Complaint also names Isis
Innovation Limited as a nominal defendant for purposes of subject
matter jurisdiction only and it seeks to realign Isis as a
plaintiff in the matter.

In the Complaints, the Company has alleged that Aria and Natera
are directly infringing U.S Patent No. 6,258,540 entitled Non-
Invasive Prenatal Diagnosis, which the Company has exclusively in-
licensed from Isis.

Aria and Natera filed separate complaints in the United States
District Court for the Northern District of California seeking a
declaratory judgment that they do not infringe the '540 Patent.
The Company contends that the complaints filed by Aria and Natera
are not a proper declaratory judgment action and should be
dismissed.

                          About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

Sequenom reported a net loss of $120.85 million on $47.45 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $71.01 million on $37.86 million of total revenue
during the prior year.

The Company also reported a net loss of $51.98 million on
$40.42 million of total revenues for the nine months ended Sept.
30, 2011, compared with a net loss of $98.82 million on $33.70
million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$152.99 million in total assets, $42.13 million in total
liabilities and $110.85 million in total stockholders' equity.

Ernst & Young LLP of San Diego, California, in its audit report
attached to the 2010 financial statements, did not include a going
concern qualification for Sequenom.  E&Y, in its report on the
2009 results, expressed substantial doubt against Sequenom's
ability as a going concern, noting that the Company "has incurred
recurring operating losses and does not have sufficient working
capital to fund operations through 2010."


SHUANEY IRREVOCABLE: U.S. Trustee Won't Appoint Creditor's Panel
----------------------------------------------------------------
Charles F. Edwards, Assistant United States Trustee for Region 21,
has informed the U.S. Bankruptcy Court for the Northern District
of Florida that he will not appoint an Official Committee of
Unsecured Creditors of Shuaney Irrevocable Trust, pursuant to 11
U.S.C. Sec.1102, until further notice.

Shuaney Irrevocable Trust, in Fort Walton Beach, Florida, filed
for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case No. 11-31887) on
Dec. 1, 2011.  Judge William S. Shulman presides over the case.
The Law Office of Mark Freund, Esq. -- loomf@comcast.net -- serves
as the Debtor's counsel.  The Debtor scheduled $20,996,723 in
assets and $19,625,890 in debts.  The petition was signed by
Michael P. Spellman, Trustee.


SMITH CREEK: U.S. Trustee Fails to Appoint Creditor's Committee
---------------------------------------------------------------
Judy A. Robbins, United States Trustee for Region 7, is unable to
appoint a committee an Official Committee of Unsecured Creditors
of Smith Creek Partners, LP, pursuant to 11 U.S.C. Sec.1102,
because there are less than three eligible unsecured creditors.


Houston-Texas-based Smith Creek Partners LP filed for Chapter 11
bankruptcy (Bankr. S.D. Tex. Case No. 11-40495) on Dec. 7, 2011.
Judge Jeff Bohm presides over the case.  Richard L. Fuqua, II,
Esq., at Fuqua & Associates, PC, serves as the Debtor's counsel.
According to its schedules, Smith Creek disclosed $16,400,000 in
total assets and $4,463,000 in total liabilities.  The petition
was signed by Stephen R. Fincher, president of Linchpin
Investments, Inc., Smith Creek's general partner.


STOCKDALE TOWER: U.S. Trustee Fails To Appoint Creditor's Panel
---------------------------------------------------------------
August B. Lands, Acting United States Trustee for Region 17, has
informed the U.S. Bankruptcy Court for the Eastern District of
California that he is unable to appoint an Official Committee of
Unsecured Creditors of Stockdale Tower 1, LLC, pursuant to 11
U.S.C. Sec.1102.

                       About Stockdale Tower

Bakersfield, California-based Stockdale Tower 1, LLC, filed for
Chapter 11 bankruptcy (Bankr. E.D. Calif. Case No. 11-62167) on
Nov. 7, 2011.  Judge W. Richard Lee presides over the case.  Scott
T. Belden, Esq., and Jacob L. Eaton, Esq., of Klein, DeNatale,
Goldner, Cooper, Rosenlieb & Kimball, LLP, serve as the Debtor's
bankruptcy counsel.  The Debtor disclosed $17,880,755 in assets
and $17,870,212 in liabilities as of the Chapter 11 filing.


SUDDENLY BEAUTIFUL: Feb. 8 Status Hearing Set in Involuntary Case
-----------------------------------------------------------------
The Bankruptcy Court in Las Vegas has set a status hearing for
Feb. 8, 2012, at 9:30 a.m. with respect to the involuntary Chapter
11 petition filed against Suddenly Beautiful, Inc.

Las Vegas, Nevada-based Suddenly Beautiful Inc. was placed in
bankruptcy after creditor M. Avila filed an involuntary Chapter 11
bankruptcy petition (Bankr. D. Nev. Case No. 12-10102) on Jan. 5,
2012.  Judge Mike K. Nakagawa presides over the case.  The
petitioning creditor has appeared pro se in the case.


SWEET PETROLEUM: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sweet Petroleum Corporation
        dba Buellton 76
        dba Lompoc 76
        89 E Hwy 246
        Buellton, CA 93427

Bankruptcy Case No.: 12-10300

Chapter 11 Petition Date: January 25, 2012

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

Judge: Robin Riblet

Debtor's Counsel: Reed H. Olmstead, Esq.
                  HURLBETT & FAUCHER
                  3324 State St., Suite O
                  Santa Barbara, CA 93105
                  Tel: (805) 963-9111
                  Fax: (805) 963-2209
                  E-mail: reed@hf-bklaw.com

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

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

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb12-10300.pdf

The petition was signed by Golam Mostafa, president.


TARGA RESOURCE: Moody's Assigns 'Ba3' Rating to New Senior Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Targa Resources
Partners LP's (Targa) proposed $400 million senior unsecured notes
due 2022. The partnership's Ba2 Corporate Family Rating, Ba2
Probability of Default Rating and the rating of the other existing
senior notes were not affected by this action. The proceeds from
the senior note offering will be used to reduce the borrowings
under Targa's $1.1 billion senior secured revolving credit
facility. After applying the proceeds, Targa is expected to have
approximately $1 billion of revolver availability. The revolving
credit facility is available for general corporate purposes, and
in the recent past, it was used to fund the acquisition of storage
and terminaling facilities. The outlook remains stable.

RATINGS RATIONALE

In early 2012, the Corporate Family Rating for Targa was upgraded
to Ba2 from Ba3 to reflect the improving leverage profile and the
increased emphasis on investments designed to boost the proportion
of the partnership's cash flow derived from fee-based businesses.
The senior note rating was upgraded at that time to Ba3 from B1.
Because the new senior notes are refinancing existing outstanding
debt, Moody's does not believe their issuance materially increases
the partnership's credit risk.

"The current rating level is supported by Moody's belief that
Targa is focused on building a more durable and less volatile
business profile while keeping the ratio of debt to EBITDA below
4.0x level," said Stuart Miller, Moody's Vice President and Senior
Analyst. "Over time, if the percentage of fee-based operating
income increases, future ratings improvements are possible."

Over the last few years, Targa has reduced its earnings
volatility, to some degree, by its investments in NGL
transportation, fractionation, and distribution services. More
recently, Targa has invested in storage and terminaling assets to
increase the proportion of its cash flow that comes from fee-based
revenues. However, the current credit rating remains constrained
by the commodity price and volume risk embedded in Targa's legacy
gas gathering and processing business. Roughly 75% of Targa's
operating income is directly exposed to commodity price
volatility, although much of the near term risk has been hedged
with natural gas, crude oil, and direct product hedges. The
ratings also remain constrained by the master limited partnership
organizational structure. Like many midstream master limited
partnerships, Targa has substantial negative free cash flow
because of significant growth capital expenditures and a high
distribution payout level, both of which increase credit risk and
reliance on external capital sources.

The ratio of debt to EBITDA (with Moody's standard adjustments) as
of September 30, 2011 was 3.3x. Including the debt at Targa
Resources Corp., leverage is marginally higher at 3.4x. Despite an
aggressive capital program in 2012, Moody's projections suggest
that leverage will not increase significantly as cash flow is
realized from the investments made in 2011.

To satisfy its short term liquidity needs, Targa relies on its
$1,100 million senior secured revolving credit facility. The
credit facility matures in July 2015 and current availability
after application of the proceeds of the new senior notes is
approximately $1 billion. This is more than sufficient to support
the expected out-spending of internally generated cash flow in
2012. The financial covenants incorporated in the credit facility
allow for a significant degradation in financial performance
before they would be triggered.

To be considered for any additional positive rating actions, Targa
would need to show a commitment to maintaining leverage near 3.5x
along with a significant improvement in the proportion of its
operating income being generated from fee-based arrangements.
Alternatively, a negative action could result if leverage exceeds
4.0x because of the high percentage of operating income that is
currently being generated from less durable, non-fee based
businesses.

The principal methodology used in rating Targa Resource Partners
LP was the Global Midstream Energy rating methodology published in
November 2010. Other methodologies and factors that may have been
considered in the process of rating this issuer can also be found
on Moody's website.

Targa Resource Partners LP is a mid-sized midstream master limited
partnership headquartered in Houston, Texas.


TARGA RESOURCES: S&P Assigns 'BB' Rating on $400-Mil. Sr. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '4' recovery rating to Targa Resources Partners L.P.'s
and Targa Resources Partners Finance Corp.'s proposed $400 million
senior unsecured notes due 2022.

"The recovery rating of '4' indicates our expectation of average
(30%-50%) recovery if a payment default occurs. The partnership
intends to use net proceeds to reduce borrowings under its secured
revolving credit facility and for general corporate purposes,
which may include redeeming or repurchasing some of its
outstanding notes, working capital, and acquisitions. As of Sept.
30, 2011, Targa had $535 million outstanding under its secured
credit facility and total balance-sheet debt of $1.5 billion," S&P
said.

"Houston-based Targa is a midstream energy company that
specializes in natural gas gathering and processing, and the
fractionating and distribution of natural gas liquids. Our
corporate credit rating on Targa is 'BB', and the outlook is
stable," S&P said.

Rating List

Targa Resources Partners L.P.
Corporate credit rating             BB/Stable/--

New Ratings
Targa Resources Partners L.P.
Targa Resources Partners Finance Corp.
$400 mil. senior unsecured notes due 2022     BB
Recovery rating                              4


TENN COMMERCE BANK: Closed; Republic B&T Assumes All Deposits
-------------------------------------------------------------
Tennessee Commerce Bank of Franklin, Tenn., was closed on Jan. 27,
2012, by the Tennessee Department of Financial Institutions, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with Republic Bank & Trust Company of
Louisville, Ken., to assume all of the deposits of Tennessee
Commerce Bank.

The sole branch of Tennessee Commerce Bank will reopen during its
regular banking hours as a branch of Republic Bank & Trust
Company.  Depositors of Tennessee Commerce Bank will automatically
become depositors of Republic Bank & Trust Company.  Deposits will
continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship in order to retain
their deposit insurance coverage up to applicable limits.
Customers of Tennessee Commerce Bank should continue to use their
existing branch until they receive notice from Republic Bank &
Trust Company that it has completed systems changes to allow other
Republic Bank & Trust Company branches to process their accounts
as well.

As of Sept. 30, 2011, Tennessee Commerce Bank had around $1.185
billion in total assets and $1.156 billion in total deposits.  In
addition to assuming all of the deposits of the failed bank,
Republic Bank & Trust Company agreed to purchase around $203.9
million of the failed bank's assets.  The FDIC will retain most of
the assets for later disposition.

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-450-5668.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/tcb.html.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $416.8 million.  Compared to other alternatives, Republic
Bank & Trust Company's acquisition was the least costly resolution
for the FDIC's DIF.  Tennessee Commerce Bank is the fifth FDIC-
insured institution to fail in the nation this year, and the first
in Tennessee.  The last FDIC-insured institution closed in the
state was Bank of Alamo, on Nov. 8, 2002.


TOWN CENTER AT DORAL: Judge Allows CDD to File Rival Plan
---------------------------------------------------------
Brian Bandell, senior reporter at South Florida Business Journal,
reports that U.S. Bankruptcy Judge Robert Mark threw a wrench into
the plans of Miami-based Terra Group to acquire control of the
120-acre project of Town Center at Doral LLC when he allowed a
secured creditor to file a competing plan.

According to the report, in November 2011, Terra Group asked Mark
to approve its "plan support agreement" with Town Center at Doral.
Terra Group would finance the bankruptcy case and seek to acquire
the equity interests of the Debtors.  However, a community
development district would have to take a significant discount on
its claim for that to happen.

The Debtor owes $110 million, including interest, to the community
development district -- CDD -- and $103.9 million to mortgage
holder AMTC CADC Venture.  The CDD is a government entity that
funded the infrastructure improvements to the site, which has
approval for 1,109 homes, 230,000 square feet of flex office space
and 188,000 square feet of retail/office space

The report says Phil Hudson, Esq. -- pmhudson@arnstein.com -- a
partner with Arnstein & Lehr in Miami, Florida, who represents the
CDD in the bankruptcy case, said that a bankruptcy case has never
stripped a CDD of its right to claim full collateral.  This issue
is important because CDDs are used to levy taxes in support of
development projects across the country and bond investors must
have confidence that they are worth something, Mr. Hudson said.

The report says Judge Mark allowed the CDD to file a competing
bankruptcy plan for Town Center at Doral within 14 days.  Mr.
Hudson said his client's plan would call for an open market
auction that would guarantee the unsecured creditors at least
$2 million.  Even if the CDD wins the auction with a credit bid,
it would pay the $2 million to the other creditors.

                        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., and Tara V. Trevorrow, Esq., at Bilzin
Sumberg Baena Price & Axelrod, LLP, in Miami, serve as counsel to
the Debtors.

Glenn D. Moses, Esq., at Genovese, Joblove & Battista, P.A., IN
Miami, 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.


TRAVELPORT INC: Bank Debt Trades at 17% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Travelport Inc. is
a borrower traded in the secondary market at 83.42 cents-on-the-
dollar during the week ended Friday, Jan. 27, 2012, an increase of
0.67 percentage points from the previous week, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 450 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Aug. 23, 2015, and
carries Moody's B1 rating and Standard & Poor's B rating.  The
loan is one of the biggest gainers and losers among 155 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                   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
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.


TRAVELPORT INC: Bank Debt Trades at 14% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Travelport Inc. is
a borrower traded in the secondary market at 86.25 cents-on-the-
dollar during the week ended Friday, Jan. 27, 2012, an increase of
0.63 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 250 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Aug. 23, 2013, and
carries Moody's B1 rating.  The loan is one of the biggest gainers
and losers among 155 widely quoted syndicated loans with five or
more bids in secondary trading for the week ended Friday.

                     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
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.


TRIBUNE CO: MDL Panel Consolidates 44 Shareholders Suits
--------------------------------------------------------
Michael ONeal of Chicago Tribune reported that a panel of federal
district court judges consolidated 44 shareholder lawsuits
brought by several groups of junior Tribune Co. shareholders
relating to the media company's 2007 leveraged buyout.

The U.S. Judicial Panel on Multidistrict Litigation's order will
combine the lawsuits under Judge Richard Howell for pretrial
purposes, meaning the federal judge will oversee all the briefing
and discovery related to those cases, Chicago Tribune related.

The panel said it would delay for now ruling whether four similar
lawsuits against former Tribune shareholders brought by a group
of company retirees should also be consolidated, the report
stated.

For now, all the cases are stayed per the U.S. Bankruptcy Court
for the District of Delaware's SLCFC Order.  Parties in Tribune's
bankruptcy earlier agreed that the individual cases might be
disruptive if they proceed, the report related.

Consequently, Judge Howell's first step will likely be to hold a
status conference within a month or two to speed himself up on
the issues in the cases and determine, in coordination with the
Bankruptcy Court, whether they would still be disruptive to
Tribune's bankruptcy cases, which are now further along, a lawyer
familiar with the case told Chicago Tribune.

The cases arise from claims brought under state laws by a group
of junior bondholders that the complex, debt-laden Tribune.
buyout, orchestrated by Chicago billionaire Sam Zell, was a
fraudulent conveyance, meaning the transaction left the company
insolvent from the start, Chicago Tribune recalled.  If proven,
the bondholders argue, investors should not have benefited, which
means the $8.2 billion they received for their stock at the time
the deal closed should be made available to satisfy the more than
$2.5 billion creditors claim they are owed, the report relayed.

About estimated 33,000 to 35,000 investors are potentially on the
hook for money they received in 2007, when the company went
private at $34 a share, said the report.  Defendants include
large institutional investors and thousands of current and former
employees of Tribune Co., which owns the Chicago Tribune, the Los
Angeles Times and other media assets, the report noted.  Many
others are people who simply bought the stock on the open market,
the report said.

Many of those smaller shareholders objected to the consolidation
of the cases on grounds that it would be disproportionately
expensive and disruptive for them to defend themselves in New
York, the report relayed.  The Multidistrict Panel, however, said
those concerns were outweighed by the efficiency of
consolidation, according to the report.

Former shareholders led by Robert R. McCormick Foundation
previously disputed whether the junior bondholders have the right
to pursue the lawsuits outside of bankruptcy court, Chicago
Tribune related.  In response, the bondholders led by Aurelius
Capital Management, argued they have every right to try to recoup
their losses under state fraudulent conveyance laws.
Consequently, Judge Holwell will have to determine whether
federal law in this case should pre-empt state law, the report
added.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Deutsche Bank Wants Lift Stay on Fraud Suits
--------------------------------------------------------
Deutsche Bank Trust Company Americas, Law Debenture Trust Company
of New York, and Wilmington Trust Company, ask the U.S.
Bankruptcy Court for the District of Delaware to lift the stay of
prosecution of the state law constructive fraudulent conveyance
actions imposed pursuant to the Court's April 25, 2011 order.

On June 2 and 3, 2011, the Indenture Trustees commenced the SLCFC
Actions by filing complaints in three state courts -- New York,
Delaware and California -- and 20 federal district courts across
the country including Arizona, California, Colorado, Connecticut,
the District of Columbia, Florida, Illinois, Indiana,
Massachusetts, Maryland, Minnesota, North Carolina, New Jersey,
Ohio, Pennsylvania, Texas, Virginia, Vermont, Washington and
Wisconsin.  In accordance with the April 25 Order, the Indenture
Trustees sought to stay the SLCFC Actions pending further order
lifting the stays, and successfully obtained such stays in nearly
all of the SLCFC Actions.  They subsequently filed additional
SLCFC Actions in Colorado, Texas and New York district courts.

By order dated June 28, 2011, the Bankruptcy Court supplemented
the April 25 Order to make clear that, among other things, the
stay provisions of the April 25 Order did not preclude motion
practice seeking to consolidate or coordinate, or notices of
removal of, the SLCFC Actions.  After entry of the June 28 Order,
various defendants removed to federal court all of the SLCFC
Actions that were originally filed by the Indenture Trustees in
state court, save one.

In December 2011, the U.S. Judicial Panel on Multidistrict
Litigation ordered the SLCFC Actions pending in federal courts
outside of New York transferred to Judge Richard J. Holwell of
the U.S. District Court for the Southern District of New York.
The MDL Panel also issued conditional transfer orders covering
the remaining SLCFC Actions and certain actions commenced by
former employees of the Times Mirror Company to the New York
District Court.  Judge Holwell further issued an order staying
all of the Tribune-related cases consolidated before him pending
further order of the New York District Court or the Bankruptcy
Court.

By this motion, the Indenture Trustees ask the Bankruptcy Court
to lift the stay of the SLCFC Actions directed by the April 25
Order, so that the SLCFC Actions transferred to the New York
District Court, and the California Action, can proceed on a
schedule and in a manner to be determined by the courts presiding
over the actions.

Counsel to Deutsche Bank, Katharine L. Mayer, Esq., at McCarter &
English LLP, in Wilmington, Delaware, notes that at the March 22,
2011 Hearing, the Bankruptcy Court determined that a temporary
stay of the SLCFC Actions was necessary in order to, among other
things, ensure that the parties-in-interest to the Debtors' then-
pending confirmation litigation would have a full and fair
opportunity to present all of their objections to the Competing
Plans.  In the Confirmation Opinion, however, the Bankruptcy
Court ruled that confirmation objections regarding the SLCFC
Actions, including -- whether those claims are preempted or
otherwise impacted by Section 546(e) of the Bankruptcy Code, did
not preclude confirmation of the DCL Plan, and -- are best left
for determination by the courts hearing those claims, she points
out.

In light of this ruling, there is no longer any need to stay
prosecution of the SLCFC Actions so that objections to the
Competing Plans may be preserved, Ms. Mayer says.

The Bankruptcy Court will consider the Indenture Trustee's
request on February 2, 2012.  Objections are due no later than
January 26.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Chicago Tribune Offers Employee Voluntary Buyouts
-------------------------------------------------------------
Robert Channick of Chicago Tribune reported that the newspaper
firm told employees it will offer an undisclosed number of
voluntary buyouts in the newsroom as it continues to grapple with
a changing media landscape and challenging economy.

Tribune senior vice president and editor of the Tribune Gerry
Kern issued a memo outlining the voluntary separation program,
which will be open to all editorial staff except top departmental
management, the report relayed.

"We begin the year with a need to reduce costs as we face the
continued financial pressures from a weak economy and structural
changes in our industry," Chicago Tribune quoted Mr. Kern as
saying.  The Tribune SVP however appeared to not rule out future
layoffs, saying "we prefer to meet our financial goals entirely
through this voluntary plan, but other actions may be required,"
according to Chicago Tribune.

The buyout program will offer two weeks of base pay for the first
year of service, and one week for every additional year
completed, the report disclosed.  Employees who accepted for a
buyout will likely exit the newsroom between Feb. 10 and Feb. 24,
the report noted.  The company will make group outplacement and
career counseling services available to those participating in
the buyout program, the report said.  The memo further noted that
factors determining whether an employee will be accepted for a
voluntary buyout include seniority, depth at various positions
and business objectives, the report added.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TXU CORP: Bank Debt Trades at 35% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 64.85 cents-on-the-dollar during the week
ended Friday, Jan. 27, 2012, an increase of 1.12 percentage points
from the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company pays
350 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Oct. 10, 2014, and carries Standard & Poor's
CCC rating.  The loan is one of the biggest gainers and losers
among 155 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

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

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

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

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                           *     *     *

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

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


TRIBUNE CO: Bank Debt Trades at 36% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 64.21 cents-on-the-
dollar during the week ended Friday, Jan. 27, 2012, an increase of
2.12 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 17, 2014.
Moody's has withdrawn its rating on the loan.  The loan is one of
the biggest gainers and losers among 155 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIUS THERAPEUTICS: Offering 8.6MM Common Shares at $5.25 Apiece
----------------------------------------------------------------
Trius Therapeutics, Inc., announced the pricing of an underwritten
public offering of 8,600,000 shares of its common stock at a price
to the public of $5.25 per share.  The gross proceeds to Trius
from this offering are expected to be approximately $45.2 million,
before deducting underwriting discounts and commissions and other
estimated offering expenses payable by Trius.  The offering is
expected to close on or about Jan. 31, 2012, subject to customary
closing conditions.

Citigroup and Piper Jaffray & Co. are acting as joint book-running
managers and Canaccord Genuity Inc. and Ladenburg Thalmann & Co.
Inc. are acting as co-managers in the offering.  Trius has granted
the underwriters a 30-day option to purchase up to an aggregate of
1,290,000 additional shares of common stock.  Trius anticipates
using the net proceeds from the offering for general corporate
purposes, including clinical trial and other research and
development expenses, capital expenditures, working capital and
general and administrative expenses.

The securities are being offered by Trius pursuant to a shelf
registration statement previously filed with and declared
effective by the Securities and Exchange Commission Sept. 15,
2011.  A preliminary prospectus supplement related to the offering
has been filed with the SEC and is available on the SEC's Web site
at http://www.sec.gov. Copies of the final prospectus supplement
and accompanying prospectus relating to these securities may also
be obtained, when available, from Citigroup, Prospectus
Department, Brooklyn Army Terminal, 140 58th Street, 8th Floor,
Brooklyn, NY 11220, at 1-800-831-9146 and at
batprospectusdept@citi.com or from Piper Jaffray & Co., Attention:
Prospectus Department, 800 Nicollet Mall, J12S03, Minneapolis, MN
55402, via telephone at 800-747-3924 or email at
prospectus@pjc.com.

                     About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

The Company has incurred losses since its inception and it
anticipates that it will continue to incur losses for at least the
next several years.  The Company does not anticipate that its
existing working capital, including the funds received on
Aug. 6, 2010, from its IPO, alone will be sufficient to fund its
operations through the successful development and
commercialization of torezolid phosphate or any other products it
develops.  As a result, the Company says it will need to raise
additional capital to fund its operations and continue to conduct
clinical trials to support potential regulatory approval of
torezolid phosphate and any other product candidates.

The Company reported a net loss of $23.86 million on $8.03 million
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $22.68 million on $5.01 million of total revenues
during the prior year.

The Company also reported a net loss of $5.73 million on $36
million of total revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $15.11 million on $5.51 million
of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $77.02
million in total assets, $15.64 million in total liabilities and
$61.38 million in total stockholders' equity.

"We are pleased to report our consistent achievement of objectives
since our IPO in August 2010," said Jeffrey Stein, Ph.D.,
president and chief executive officer of Trius.  "We look forward
to continuing our track record of solid execution in our clinical
trials and company development."


TRONOX INC: Moody's Assigns 'Ba3' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service assigned a Ba3 Corporate Family Rating
(CFR) to Tronox Incorporated and Ba2 rating to its proposed $550
million term loan due 2017. The term loan is being used to
refinance the company's existing $425 million term loan and will
incorporate terms allowing for the pending acquisition of the
Exxaro Mineral Sands business that was announced in September
2011. The rating outlook is stable.

The following summarizes the ratings:

Tronox Incorporated

Corporate Family Rating -- Ba3

Probability of Default Rating -- Ba3

$550mm term loan -- Ba2 (LGD3, 39%)

Outlook: Stable

RATINGS RATIONALE

Tronox's Ba3 CFR reflects its strong operating performance,
liquidity and credit metrics, along with Moody's expectation that
continued favorable titanium dioxide (TiO2) industry conditions
will result in robust financial results during 2012-2013. Industry
conditions allowed Tronox to sell all its production and raise
prices multiple times during 2011. The ratings are supported by
Tronox's position as the fifth largest global producer,
geographically diverse production assets, a global sales base,
long-standing TiO2 customer relationships, economies of scale at
its Hamilton plant and access to its own chloride production
technology. Tronox's profit margins benefit from the shedding of
its legacy environmental liabilities during the bankruptcy process
completed in February 2011. The ratings are limited by the
company's business profile (particularly the narrow product line)
and size as well as the cyclical nature of the TiO2 industry.

We believe that the TiO2 producers are experiencing peak of the
cycle conditions and the duration of such robust economic
conditions is uncertain as companies expand capacity and customers
work to reduce usage. Moody's expects TiO2 producers to be better
off than in the past, but the through the cycle profitability is
uncertain. The ratings are supported by the strong credit metrics
that are typical of higher rated companies, but tempered by
expectations that these metrics will decline as the industry's
peak of the cycle conditions pass sometime after 2013. Tronox's
titanium ore feedstock contracts expose it to spot market prices,
that are expected to escalate significantly in 2012-2013 as a
result of the tight titanium ore supply situation, but will be
offset by new supply from the Exxaro Mineral Sands business.

The ratings assume that Tronox will close on the Exxaro Mineral
Sands acquisition, which will be a credit positive for Tronox,
resulting in a more favorable business profile that places Tronox
in a better position to weather the vagaries of the business cycle
with stronger and more stable earnings. The backward vertical
integration provides a secure supply of titanium ore at a time
when ore supplies are tight, alleviates the immediate cost
pressure from ore feedstock price increases and allows the company
to capture greater margins in the value chain and achieve
synergies. The vertical integration into titanium ore is expected
to provide a higher level of cash flow over the cycle, allowing
for a more levered capital structure. It will have a long ore
position, allowing it to capitalize on rising ore prices. The
profitability of the Exxaro Mineral Sands business has varied
historically and has generally been much lower than it is
projected to be over the next two to three years. The use of
equity and a relatively small cash outlay ($190 million) to fund
the acquisition will give Tronox the flexibility to choose its
long-term capital structure and adopt a financial philosophy
consistent with its business and industry conditions. However,
Moody's notes that acquisitions are subject to normal integration
risks. While Tronox has some familiarity with the titanium ore
business through its Tiwest joint venture in Australia, it does
not have experience with operations such as the Exxaro Minerals
Sands business in South Africa. Additionally, Tronox will be
required to develop the proposed Fairbreeze mine at the KZN
Mineral Sands site, which is not yet fully permitted, as the
Hillendale mine winds down production in 2012.

The assigned rating assumes that Tronox will not increase its
balance sheet debt prior to consummating the Exxaro Mineral Sands
acquisition, but there could be a leveraging event subsequent to
the acquisition. Moody's expects the company to target a capital
structure that would be supportive of the current or a higher CFR
throughout its industry's cycle. (Given the current peak of the
cycle conditions, Moody's expects the company's credit metrics to
be supportive of a rating higher than the assigned rating.) To the
extent that Moody's expects Tronox will be able to maintain a debt
to total capitalization ratio of less than 28% (based on the pro
forma combined company data presented in its Form S-4 dated
12/30/2011), Moody's could upgrade the ratings after the company
establishes its target capital structure following the Exxaro
Mineral Sands acquisition. There is little downward pressure on
the ratings at this time, given the robust industry conditions and
relatively low leverage for the rating.

Moody's expects that Tronox will have ample liquidity supported by
its cash balances ($131 million as of September 30, 2011), strong
positive free cash flow ($112 million for the six months ended
September 30, 2011) and unused availability under it asset-based
revolving credit facility. Tronox may need to increase the size of
its revolving credit facility or maintain cash balances after
acquiring the Exxaro Mineral Sands business to accommodate higher
liquidity needs. Moody's expects that the financial covenants
requirements under the term loan and revolver will be easily met
while Tronox generates strong profits in 2012-2013.

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

Tronox Incorporated (Tronox), headquartered in Oklahoma City,
Oklahoma, is the world's fifth largest producer of titanium
dioxide (TiO2). It operates three plants in Hamilton, MS, Botlek,
The Netherlands, and Kwinana, Australia (Tiwest joint venture is
50% owned by Tronox/50% owned by Exxaro Resources Ltd.). The
company is also a producer of electrolytic chemicals
(approximately 8% of revenues for the twelve months ended
September 30, 2011). Revenues were $1.6 billion for the twelve
months ending September 30, 2011.


TRONOX INC: S&P Assigns Prelim. 'BB' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB'
corporate credit rating to Oklahoma City-based Tronox Inc. "At the
same time, we assigned our preliminary 'BBB-' issue-level rating
and preliminary '1' recovery rating to the company's proposed $425
million senior secured term loan and $125 million delayed draw
term loan. The '1' recovery rating reflects our expectation for a
very high (90% to 100%) recovery in the event of a payment default
based on the current capital structure," S&P said.

"We are also placing the ratings on CreditWatch with developing
implications pending further information on the company's
acquisition and capital structure plans," S&P said.

"In September 2011, Tronox announced a definitive agreement to
acquire Exxaro Mineral Sands, a subsidiary of South Africa-based
Exxaro Resources Ltd., in an equity-funded transaction valued at
approximately $1.5 billion," said Standard & Poor's credit analyst
Seamus Ryan. "We have placed all ratings on CreditWatch with
developing implications to indicate the potential that the
ratings could be lowered or affirmed once additional details
related to the acquisition financing and longer-range financial
policies become available. While we view this scenario as
unlikely, we could raise the ratings modestly if Tronox closes the
acquisition as expected and does not increase leverage to fund
growth or shareholder rewards. In this scenario, we would view the
combined company's business risk profile as improved. We view this
as less likely in light of management's recent public comments
regarding the potential for the post-acquisition capital structure
to support more debt in order to optimize shareholder returns."

"The preliminary ratings on Tronox reflect our assessment of its
current business profile as 'weak' and financial risk profile as
'intermediate'. Our evaluation of the business risk profile
stems from the company's focus on the cyclical titanium dioxide
(TiO2) market, the potential for some margin contraction from
rising titanium ore feedstock prices, and exposure to demand
variations that reflect the level of economic growth in key
markets. It also reflects company's good geographic diversity
and operating efficiency, and our expectation that favorable
industry conditions will support sustained pricing power during
the next two years. Financial metrics are currently strong for the
ratings, with the key ratio of funds from operations (FFO) to
total adjusted debt reaching more than 50% as of Sept. 30, 2011.
Our expectation at the rating is for FFO to total adjusted
debt to remain above 30% over the cycle," S&P said.

"The developing implications of the CreditWatch listing indicate
that we could raise, affirm, or lower the ratings, depending on
future developments, including the closing of the Exxaro Mineral
Sands acquisition and the details of potential financing plans. In
our assessment, we would balance the potential improvements to the
business risk profile against the potential weakening of the
financial risk profile arising from additional leverage and
increased financial policy risk," S&P said.

"While we view this scenario as unlikely," Mr. Ryan continued, "we
could raise the ratings modestly if Tronox closes the acquisition
as expected and does not increase leverage to fund growth or
shareholder rewards. We could affirm the ratings if the company
balances improvements to the business risk profile with capital
structure objectives that are appropriate for the rating. We could
lower the ratings if Tronox increases leverage without closing on
the acquisition, or if the combined company increases leverage
enough to weaken credit measures beyond our expectations for the
current rating."


UNISYS CORP: Joseph Harrosh Ceases to Hold 5% Equity Stake
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Joseph L. Harrosh disclosed that, as of
Dec. 31, 2011, he beneficially owns less than 5% of outstanding
shares of common stock of Unisys Corporation.  As previously
reported by the TCR on Jan. 14, 2011, Mr. Harrosh disclosed
beneficial ownership of owns 2,826,112 common shares.  A full-text
copy of the amended filing is available at http://is.gd/Xb2KSh

                        About Unisys Corp.

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- provides a portfolio of IT services,
software, and technology that solves critical problems for
clients.  With more than 26,000 employees, Unisys serves
commercial organizations and government agencies throughout the
world.

The Company also reported net income of $42.30 million on
$2.86 billion of revenue for the nine months ended Sept. 30, 2011,
compared with net income of $140.20 million on $2.97 billion of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $2.56
billion in total assets, $3.16 billion in total liabilities and a
$594.50 million total stockholders' deficit.

                          *     *     *

As reported by the Troubled Company Reporter on Feb. 24, 2011,
Moody's Investors Service has affirmed Unisys' B1 corporate family
rating and all other ratings, and also changed the rating outlook
to positive from stable.  This outlook change follows the
announcement by Unisys of plans to issue mandatory convertible
preferred stock, redeem secured notes, and tender for additional
bonds which Moody' estimates will reduce secured debt by up to
$390 million.  Upon completion of the transactions, the loss given
default assessments will be revised based on the remaining debt
balances.

In the May 5, 2011 edition of the TCR, Standard & Poor's Ratings
Services raised its corporate credit rating on Blue Bell, Pa.-
based Unisys Corp. to 'BB-' from 'B+', and removed the ratings
from CreditWatch, where they were placed with positive
implications on Feb. 22, 2011.  "The upgrade reflects Unisys'
improved financial profile following the recent debt redemptions,"
said Standard & Poor's credit analyst Martha Toll-Reed, "and
adequate liquidity, which provides some capacity at the current
rating for potential earnings volatility."  "The ratings reflect
our view that Unisys' improved financial profile and consistently
positive annual free cash flow will provide sufficient cushion in
the near term to mitigate the potential for ongoing revenue
declines and operating performance volatility," added Ms. Toll-
Reed.

As reported by the TCR on Oct. 18, 2011, Fitch Ratings has
affirmed and withdrawn the 'BB-' long-term Issuer Default Rating
of Unisys Corporation.  Fitch has decided to discontinue the
rating, which is uncompensated.


VAN HUNTER: Files Red-Lined Third Amended Plan of Liquidation
-------------------------------------------------------------
The Frost National Bank and Corey Van Trease have filed a Red-
Lined Third Amended Plan of Liquidation for Van Hunter
Development, Ltd., with the U.S. Bankruptcy Court for the Eastern
District of Texas.

The Plan contemplates the liquidation of all property of the
Debtor.  The Debtor has placed a $75,000 retainer with its
bankruptcy counsel.  The retainer will be used to satisfy
administrative claims in the Debtor's case.  The proceeds of
Frost's collateral will be used to satisfy closing costs and
property taxes secured by such property with the remainder paid to
Frost.

The Plan segregates the various claims against and interests in
the Debtor into seven (7) classes: Allowed Priority Claim of the
IRS (Class 1), Allowed Secured Property Tax Claims (Class 2),
Allowed Frost Claim (Class 3), Allowed JRW Construction, Inc.
(Class 4), Other Alleged Secured Claims (Class 5), Allowed General
Unsecured Claims (Class 6), and Interests in the Debtor (Class 7).
Classes 3 ? 6 are Impaired, and, therefore, entitled to vote.

Holders of Allowed Interests will retain their pre-petition
interest in the Debtor until dissolution pursuant to Article 6.07
and will not receive any distributions on account of such
Interests until the satisfaction of all amounts due Classes 1 - 6.

The Debtor will distribute any Retainer remaining after payment of
Allowed Administrative Claims set forth in Article 2.01 and
Allowed Class 1 Claims, all unencumbered proceeds remaining after
closing from the sale of the Unencumbered Lot, as well as other
Debtor property or the proceeds thereof, pro-rata to Allowed Class
6 Claims until class 6 Claims are paid 100% of their Allowed
Claims.  Class 6 is Impaired and entitled to Vote on the Plan.

Frost will retain all Liens securing the Debtor's obligations
under the Frost Loan Documents.  Class 3 is Impaired and entitled
to vote on the Plan.

A copy of the Red-Lined Third Amended Plan of Liquidation is
available for free at:

http://bankrupt.com/misc/vanhunter.frostred-
lined3rdamendedplan.pdf

                   About Van Hunter Development

Dallas, Texas-based Van Hunter Development, Ltd,, is a limited
partnership which owns various lots in the exclusive Chateau du
Lac subdivision in Flower Mound, Texas.  The Company filed for
Chapter 11 bankruptcy (Bankr. E.D. Texas Case No. 10-40052) on
Jan. 4, 2010.  Singer & Levick, P.C., in Addison, Texas, serve as
general bankruptcy counsel.  In its schedules, the Debtor
disclosed $16,378,784 in assets and $15,294,367 in liabilities as
of the petition date.

The Debtor is a limited partnership whose two principals are Gary
Evans and Corey Van Trease.


VILLA D'ESTE: Member Wants Court to Deny Case Dismissal Plea
------------------------------------------------------------
Dilip K. Ram, managing member of Villa D'Este LP, asks the U.S.
Bankruptcy Court for the Central District of California to deny
motions to dismiss or convert its Chapter 11 case to one under
Chapter 7 of the Bankruptcy Code; and for relief from stay by Bank
of America.

According to Mr. Ram:

   -- creditor BofA has violated the automatic stay of Section 362
   of the Bankruptcy Code; and

   -- creditor BofA has wrongfully interfered with the bankruptcy
   in an attempt to obtain a preference or preferential transfer
   in violation of Sections 547 and 548 of the Bankruptcy Code.

                        About Villa D'Este

Villa D'Este LP, in Los Angeles, California, filed for Chapter 11
bankruptcy (Bankr. C.D. Calif. Case No. 11-21488) on Sept. 28,
2011.  Judge Victoria S. Kaufman presides over the case. The Law
Office of Elaine D. Etingoff -- elaineetingoff@gmail.com -- serves
as the Debtor's counsel.  In its petition, the Debtor estimated
$10 million to $50 million in assets and debts.  The petition was
signed by Phillip Ram, operating manager of general partner.

Affiliates that previously filed separate Chapter 11 petitions
are: Norman Salter (Bankr. C.D. Calif. Case No. 09-11653) on Feb.
17, 2009; and Phillip Ram, aka Dilip K. Ram (Bankr. C.D. Calif.
Case No. 09-10969) on Jan. 21, 2009.

Secured lender Bank of America is represented by Patricia H. Lyon,
Esq., and Celine Mui, Esq. -- phlyon@frenchandlyon.com and
cmui@frenchandlyon.com -- at French & Lyon PC.


VILLAGE AT PENN: Files Schedules of Assets and Liabilities
----------------------------------------------------------
The Village at Penn State Retirement Community has filed with the
U.S. Bankruptcy Court for the Middle District of Pennsylvania its
schedules of assets and liabilities, disclosing:

    Name of Schedule             Assets         Liabilities
    ----------------            -----------     -----------
A. Real Property                        $0
B. Personal Property            $3,225,751
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                              $34,652,679
E. Creditors Holding
    Unsecured Priority
    Claims                                         $221,902
F. Creditors Holding
    Unsecured Non-priority
    Claims                                      $28,866,784
                                -----------     -----------
       TOTAL                     $3,225,751     $63,741,066

A copy of The Village at Penn State Retirement Community's
schedules is available for free at:

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

                 About The Village at Penn State

The Village at Penn State Retirement Community is a nonprofit
corporation organized and existing under the laws of the
Commonwealth of Pennsylvania and qualifies as a tax exempt
organization under Section 501(c)(3) of the Internal Revenue Code
of 1986, as amended.  It owns and operates a continuing care
retirement community at 260 Lion's Hill Road, State College
Pennsylvania.  It is not affiliated with any religious or
charitable organization.

The Village at Penn State Retirement Community sought Chapter 11
protection (Bankr. M.D. Pa. Case No. 11-08005) on Nov. 30, 2011,
due to its inability to make the required payments under a loan
agreement with Blair County Industrial Development Authority since
October 2009.  While J.P. Morgan Trust Company, as predecessor
Indenture Trustee to Wells Fargo Bank, National Association,
issued a notice of default to the Debtor on account of those
failures, the Trustee opted to work with the Debtor in
furtherance of a mutually-agreeable solution rather than pursue
state court remedies.  The Chapter 11 case, and the planned sale
of the Debtor's assets, is the direct result of those efforts.

Judge Mary D. France presides over the case.  Lawyers at McElroy,
Deutsch, Mulvaney & Carpenter LLP serve as the Debtor's counsel.
Latsha Davis & McKenna, P.C., serves as special corporate labor
and healthcare counsel; SF & Company serves as accountants; Pepper
Hamilton LLP acts as special construction litigation counsel;
Pepper Hamilton also serves as special counsel; and RBC Capital
Markets serves as broker and advisor.

The Village at Penn State Retirement Community estimated assets of
$10 million to $50 million and estimated debts of $50 million to
$100 million.  Marianne Hogg signed the petition as executive
director.

Wells Fargo is represented in the case by Daniel S. Bleck, Esq.,
at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

The U.S. Trustee has not appointed an official committee of
unsecured creditors in the case due to insufficient response from
creditors.

Wilmarie Gonzalez has been appointed as Long-term Care Ombudsman.
She is represented by Cynthia A. Haines -- cihaines@pa.gov -- and
Harriet F. Withstandley at Commonwealth of Pennsylvania Department
of Aging.


VILLAGE GROUP: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Village Group 30, Inc.
        2191 Jones Road
        Fort Lee, NJ 07024

Bankruptcy Case No.: 12-11715

Chapter 11 Petition Date: January 25, 2012

Court: U.S. Bankruptcy Court
       District of New Jersey (Newark)

Judge: Rosemary Gambardella

Debtor's Counsel: Young Min Kim, Esq.
                  LAW OFFICES OF YOUNG MIN KIM, PC
                  1627 Parker Avenue, 2nd Floor
                  Fort Lee, NJ 07024
                  Tel: (201) 944-5767

Scheduled Assets: $3,000,500

Scheduled Liabilities: $7,760,000

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

The petition was signed by Dee Sek Yang, president.


WATERFORD GAMING: Moody's Says Caa3 CFR Not Hit by Change Offer
---------------------------------------------------------------
Moody's Investors Service said that Waterford Gaming, LLC's Caa3
Corporate Family Rating and negative rating outlook are not
affected by Mohegan Tribal Gaming Authority's (Caa3/ negative)
recently announced exchange offer.

According to a 8-K filing, Mohegan Tribal Gaming Authority
announced that it has commenced a series of debt refinancing
transactions designed to extend the maturity dates of the
company's capital structure, including private par exchange offers
and an amendment and restatement of its credit facility. Notably,
the exchange proposal does not include languages that contemplate
either a blockage or a reduction of relinquishment payment, the
sole source of income and cash flow for Waterford.

However, Waterford's Caa3 CFR and negative outlook continue to
reflect the high default probability and weak recovery prospects
for bond holders irrespective of the final outcome of MTGA's debt
exchange.

Waterford is a special purpose company formed solely for the
purpose of holding its 50% partnership interest, as a general
partner, in TCA, a Connecticut general partnership and the manager
(until January 1, 2000) and developer of the Mohegan Sun casino
located in Uncasville, CT. TCA receives relinquishment fees based
on certain gross revenues of the Mohegan Sun casino, which is
owned and operated by MTGA.


WILCOX EMBARCADERO: Files Chapter 11 Petition in Oakland
--------------------------------------------------------
Wilcox Embarcadero Associates, LLC, filed a Chapter 11 petition in
Oakland (Bankr. N.D. Calif. Case No. 12-40758) on Jan. 26, 2012.
The Debtor disclosed $10.2 million in assets and under $8.6
million in liabilities in its schedules.  According to the
petition, the Debtor is a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101 (51B).   The Debtor owns commercial real
property in Oakland that its valued at $10.1 million and secures a
$8.55 million debt to Wells Fargo and Owens Mortgage Investment
Fund, LP.


WILCOX EMBARCADERO: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Wilcox Embarcadero Associates, LLC
        977 Stow Lane
        Lafayette, CA 94549

Bankruptcy Case No.: 12-40758

Chapter 11 Petition Date: January 26, 2012

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

Debtor's Counsel: Alan E. Ramos, Esq.
                  STEELE, GEORGE, SCHOFIELD & RAMOS, LLP
                  700 Ygnacio Valley Road, #300
                  Walnut Creek, CA 94596-3838
                  Tel: (925) 280-1700
                  E-mail: aramos@sgsrlaw.com

Scheduled Assets: $10,215,315

Scheduled Debts: $8,616,584

The petition was signed by Jeffrey A. Wilcox, managing member.

Debtor's List of Its 19 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Aspire Public Schools              Lease Deposit           $31,016
1001 22nd Avenue, Suite 100
Oakland, CA 94606

Restaurant Designs                 Lease Deposit            $6,450
1001 22nd Avenue
Oakland, CA 94606

Outdoor Pro Shop                   Lease Deposit            $4,980
1822 Embarcadero
Oakland, CA 94606

Hopalong Animal Rescue             Lease Deposit            $3,500

The Shooter Company                --                       $3,404

Irish Monkey                       Lease Deposit            $3,300

Braithwaites Conumer Goods, LLC    Lease Deposit            $3,000

Hellenic Pacific Management, Inc.  --                       $3,000

Universal Janitorial               --                       $2,539

Matt Lucas                         Lease Deposit            $1,700

Aquamatic Fire Protection, Inc.    --                       $1,650

ACME Fire Extinguisher Co., Inc.   --                       $1,590

Donal O'Sullivan                   Lease Deposit            $1,250

Associated Contractors, Inc.       --                       $1,140

Tree Care of California            --                         $750

PAC Integrations, Inc.             --                         $585

Flynn Plumbing                     --                         $271

Chris Beckham Construction         --                         $250

Martin's Sweeping Service          --                         $140


WINDRUSH SCHOOL: Asks Court to Dismiss its Chapter 11 Case
----------------------------------------------------------
Windrusth School asks the U.S. Bankruptcy Court for the Northern
District of California to dismiss its Chapter 11 case with
prejudice, pursuant to Section 1112 of the Bankruptcy Code.  The
Debtor tells the Court that, assuming that it is in compliance
with the the terms of the WFB Settlement Agreement as of Jan. 31,
2012, there will be no further need for protection for the Debtor
under the provisions of chapter 11, and therefore, dismissal is
warranted.

The WFB Settlement Agreement provides for continued operation of
the Debtor's school through the end of the 2011-2012 academic
year, assuming continuing performance of the Debtor's obligations
under that agreement, including adherence to an agreed-upon budget
subject to certain variations permitted under the settlement
agreement's terms.  Among other expenditures, the agreed-upon
budget provides for payment of all prepetition vendor claims owed
by the Debtor, in the approximate amount of $50,000, upon
dismissal of the Debtor's Chapter 11 case.

Also under the terms of the agreed-upon budget, priority claims
(payroll and employee benefit obligations) will continue to be
satisfied in the normal course of business, and contingent
obligations under Tuition Contracts will be satisfied by continued
education of enrolled students in the current school year.

Under the terms of the WFB Settlement Agreement, the Debtor is
required to satisfy certain revenue, cash balance and other
performance thresholds as of the end of each calendar month during
the term of the settlement.  In particular, revenue, headcount and
cashflow criteria are established for Dec. 31, 2011, and Jan. 31,
2012, and in the event that those criteria are satisfied and the
Debtor is otherwise in compliance with the terms of the settlement
agreement, pursuant to Section 13 of the WFB Settlement Agreement,
the Debtor's Chapter 11 case will be dismissed with prejudice in
early February 2012.

The Debtor has satisfied all of the criteria required of it as of
Dec. 31, 2011, under the terms of the WFB Settlement Agreement,
and the Debtor anticipates satisfying the agreement's requirements
as of Jan. 31, 2012, as well.  Accordingly, assuming achievement
of those requirements, dismissal of the Debtor's chapter 11 case
will be appropriate in early February 2012 under the terms of the
WFB Settlement Agreement.

The U.S. Bankruptcy Court for the Northern District of California
has scheduled a hearing for Feb. 8, 2012, at 9:15 a.m. to consider
the Debtor's dismissal motion.

                      About Windrush School

Based in El Cerrito, California, Windrush School is a private K-8
school.  The Company filed for Chapter 11 protection on Sept. 30,
2011 (Bankr. D. N.D. Calif. Case No. 11-70440).  Judge William J.
Lafferty presides over the case.  Merle C. Meyers, Esq., and
Michele Thompson, Esq., at Meyers Law Group P.C., I San Francisco,
Calif., represent the Debtor.  In its schedules, the Debtor
disclosed $14,809,364 in assets and $13,206,276 in liabilities.

Attorneys for secured lender Wells Fargo Bank N.A. are Mike C.
Buckley, Esq., James Neudecker, Esq., and Renee C. Feldman, Esq.,
at Reed Smith LLP.  Wells Fargo is the Indenture Trustee under an
Indenture between California Statewide Communities Development
Authority dated as of July 1, 2017, pertaining to $13,000,000 of
revenue bonds issued by the Authority.


WORLD SURVEILLANCE: Issues 6.2-Mil. Common Shares to Brio Capital
-----------------------------------------------------------------
World Surveillance Group Inc. issued an aggregate of 6,215,543
shares of common stock to Brio Capital L.P. in accordance with a
Court order dated December 2011.

Brio Capital L.P., the holder of several warrants dating back to
2006, filed an action against the Company on Feb. 25, 2011, in the
District Court for the Southern District of New York which was
withdrawn.  A new action was filed on March 28, 2011, in New York
Supreme Court for, among other things, the issuance of
approximately 6.2 million shares of common stock, par value
$0.00001 per share upon the exercise of certain warrants.  The New
York Supreme Court granted a non-final Summary Judgment Order in
favor of Brio requiring the Company to issue 6,215,543 shares of
Common Stock.

The issuance relates to the cashless exercise of certain Class A
and Class B Warrants issued by the Company to Brio Capital dating
back to 2006.  A hearing will be held at a later date to determine
an amount of legal fees the Company will be required to pay.

The Brio Shares were issued as restricted securities under an
exemption provided by Section 4(2) of the Securities Act of 1933,
as amended.  However, pursuant to an opinion of counsel issued in
connection with the provisions of Rule 144 promulgated by the
Securities and Exchange Commission pursuant to the Act, the Brio
Shares will be freely tradable upon issuance.

                     About World Surveillance

World Surveillance Group Inc. designs, develops, markets and sells
autonomous lighter-than-air (LTA) unmanned aerial vehicles (UAVs)
capable of carrying payloads that provide persistent security
and/or wireless communication from air to ground solutions at low,
mid and high altitudes.  The Company's airships, when integrated
with electronics systems and other high technology payloads, are
designed for use by government-related and commercial entities
that require real-time intelligence, surveillance and
reconnaissance or communications support for military, homeland
defense, border control, drug interdiction, natural disaster
relief and maritime missions.  The Company is headquartered at the
Kennedy Space Center, in Florida.

The Company reported a net loss of $340,155 on $130,144 of net
sales for the nine months ended Sept. 30, 2011, compared with a
net loss of $7.78 million on $200,000 of net sales for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $2.94
million in total assets, $16.87 million in total liabilities and a
$13.93 million total stockholders' deficit.

Rosen Seymour Shapss Martin & Company LLP, in New York, expressed
substantial doubt about Sanswire's ability to continue as a
going concern, following the Company's results for the fiscal year
ended Dec. 31, 2010.  The independent auditor noted that the
Company has experienced significant losses and negative cash
flows, resulting in decreased capital and increased accumulated
deficits.


W.R. GRACE: NJ Court Dismisses Claims vs. Integrity Insurance
-------------------------------------------------------------
W.R. Grace & Co. appealed from the denial of its claims for
insurance benefits on account of its alleged liability for
asbestos-related injuries that were allegedly covered by policies
of excess insurance purchased from Integrity Insurance Company, an
insurance entity that is presently in liquidation.  At issue is
whether Grace's proofs of claim met the requirements of the
Uniform Insurers Liquidation Act and interpreted by the New Jersey
Supreme Court.

In a Jan 11, 2012 memorandum and opinion, a three-member panel of
justices of the Superior Court of New Jersey, Appellate Division,
composes of Judges Edith K. Payne, Susan L. Reisner, and Marie P.
Simonelli affirmed the denial after finding that the proofs failed
to meet the requirements of the Act and precedent.

In its appeal, Grace relied on the report of its expert witness,
Dr. Mark A. Peterson, who submitted an expert report regarding the
valuation of claims dated June 2007, and presented a summary of
his conclusions to the bankruptcy court during plan confirmation
hearings that included his estimate of the value of claims pending
at the time of bankruptcy in the amount of $549 million and his
estimate of the value of claims arising during the bankruptcy
period in the sum of $2.253 billion.  However, after a review of
that report, the Superior Court determined that the figures
disclosed are premised on estimations based on Grace's prior loss
experience, a forecast of future claims handling approaches and
their results, and upon the loss experience of comparable asbestos
claim defendants like Johns Manville.  Thus, the Superior Court
ruled, the estimates of the value of the claims do not "stand on
their own," but instead, are dependent, among other things, upon
values attributed to other claims.  As a consequence, the claims
are not "absolute" under the standards for absolute claims set
forth by the Supreme Court, the Superior Court held.  The fact
that the claimants are known does not change this analysis, the
Court added.

The Superior Court also held that the Uniform Insurers Liquidation
Act, as adopted in New Jersey, provides a comprehensive mechanism
for the liquidation of insurance companies and for allowance of
certain claims against the estates of those companies and federal
bankruptcy law plays no part in this State regulatory scheme.

The Superior Court also affirmed the denial of Grace's
supplemental proof of claim for recovery of $641 million allegedly
paid on personal injury claims before April 2, 2001.  The Superior
Court held that Grace has offered no explanation why the data was
not timely furnished nor has it offered relevant precedent that
would permit it to supplement its POCs with information in its
possession from the outset and to compel consideration of its
untimely POCs by the liquidator of Integrity.

The case is Commissioner of Insurance v. Integrity Insurance
Company, No. A-250-10T4 (N.J.). A copy of the Jan. 11 Decision is
available at http://is.gd/EDtDmMfrom Leagle.com

W.R. Grace & Co. is represented by:

       Kenneth E. Sharperson, Esq.
       Robert M. Horkovich, Esq.
       Robert Y. Chung, Esq.
       ANDERSON KILL & OLICK, P.C.
       1251 Avenue of the Americas
       New York, NY 10020
       Tel: (212) 278-1000
       Fax: (212) 278-1733
       E-mail: ksharperson@andersonkill.com
               rhorkovich@andersonkill.com
               rchung@andersonkill.com

The NJ Commissioner of Insurance is represented by:

       David M. Freeman, Esq.
       John D. Gagnon, Esq.
       MAZIE SLATER KATZ & FREEMAN, L.L.C.
       103 Eisenhower Parkway, 2nd Floor
       Roseland, NJ 07068
       Tel: (973) 328-9898
       E-mail: dfreeman@mskf.net
               jgagnon@mskf.net

                    About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace has obtained confirmation from the bankruptcy court of
a plan co-proposed with the Official Committee of Asbestos
Personal Injury Claimants, the Official Committee of Equity
Security Holders, and the Asbestos Future Claimants
Representative.   The Chapter 11 plan is built around an April
2008 settlement for all present and future asbestos personal
injury claims, and a subsequent settlement for asbestos property
damage claims.  Implementation of the Plan has been held up by
appeals in District Court from various parties, including a group
of prepetition bank lenders and the Official Committee of
Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Libby Site Waterways Still Contaminated
---------------------------------------------------
Tests of the waterways surrounding Libby, Montana, show extremely
high levels of asbestos, complicating a cleanup that has already
cost $370 million over the past decade, the Great Falls Tribune
reported in Dec. 2012.  W.R. Grace & Co. mined asbestos-tainted
vermiculite near Libby to make residential insulation until 1990.
Now the area is one of the largest superfund sites in the nation's
history.  An estimated 400 people have died and 1,750 were
sickened by the asbestos dust released from the vermiculite mine.

Until recently asbestos contamination in the water near the mine
was not given as much attention as the concentrations in the air.
The health effects from ingesting the mineral are not as well
documented as those from inhaling it; however, concerns arose when
the levels in Rainy Creek showed a count of 55 million asbestos
fibers per liter on May 17.  The limit for the same type of
asbestos fibers in drinking water is only 7 million fibers
(greater than 10 microns in length) per liter.

State officials called the results "troubling," according to the
Tribune, and asked the EPA and Grace to keep asbestos-contaminated
sediment away from the water with berms along the creeks, more
vegetation, and other methods.

"EMSL Analytical, Inc. has three decades of experience testing for
asbestos, and our expertise has made us the nation's leading
asbestos testing laboratory with over 30 locations nationwide,"
states Ed Cahill, EMSL's National Director of Asbestos.  "We use
the most advanced methods available to analyze asbestos in various
types of samples, including water, soil, rock, air, settled dust,
building materials, and vermiculite."

EMSL Analytical, Inc. -- http://www.emsl.com/-- is a nationally
recognized and locally focused provider of consumer product,
environmental, industrial hygiene, food and materials testing
services to professionals and the general public.  In addition,
the company offers a large variety of air sampling equipment,
sampling cassettes, and monitoring equipment.  The company has an
extensive list of accreditations from leading organizations, as
well as state and federal regulating bodies.

                    About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace has obtained confirmation from the bankruptcy court of
a plan co-proposed with the Official Committee of Asbestos
Personal Injury Claimants, the Official Committee of Equity
Security Holders, and the Asbestos Future Claimants
Representative.   The Chapter 11 plan is built around an April
2008 settlement for all present and future asbestos personal
injury claims, and a subsequent settlement for asbestos property
damage claims.  Implementation of the Plan has been held up by
appeals in District Court from various parties, including a group
of prepetition bank lenders and the Official Committee of
Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Former Martin Marietta Exec. Joins Board
----------------------------------------------------
W. R. Grace & Co. (NYSE: GRA) announced the election of Janice K.
Henry to its Board of Directors.  Mr. Henry's election, which is
effective immediately, increases the size of the Board to 10
directors.

Mr. Henry, 60, most recently served as Senior Vice President of
Martin Marietta Materials, Inc., a producer of construction
aggregates, until her retirement in June 2006.  Since her
retirement, she has served on several boards, and currently is a
director of Cliffs Natural Resources Inc.

Over the course of Mr. Henry's career, she held numerous positions
in financial leadership including serving as Chief Financial
Officer and Treasurer at Martin Marietta Materials, Inc., and
numerous other financial and accounting positions at Martin
Marietta Corporation (now Lockheed Martin Corporation).

"Janice's business and financial experience, including
acquisitions and capital structuring, is compelling," said Fred
Festa, Grace's Chairman and CEO.  "Her strategic guidance and
perspective will be valuable to our board and leadership team."

                          SEC Filings

In a Form 8-K filing with the Securities and Exchange Commission
on January 20, 2012, Grace disclosed that the Board elected Ms.
Henry as a Director and appointed her to the Audit, Compensation,
Nominating and Governance, and Corporate Responsibility
Committees.

In another regulatory filing, Grace disclosed that Ms. Henry does
not beneficially own any Grace security as of January 18, 2012.

                    About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace has obtained confirmation from the bankruptcy court of
a plan co-proposed with the Official Committee of Asbestos
Personal Injury Claimants, the Official Committee of Equity
Security Holders, and the Asbestos Future Claimants
Representative.   The Chapter 11 plan is built around an April
2008 settlement for all present and future asbestos personal
injury claims, and a subsequent settlement for asbestos property
damage claims.  Implementation of the Plan has been held up by
appeals in District Court from various parties, including a group
of prepetition bank lenders and the Official Committee of
Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


ZAIS INVESTMENT: Hildene Capital Withdraws Reorganization Plan
--------------------------------------------------------------
Hildene Capital Management, LLC, et al., notified that U.S.
Bankruptcy Court for the District of New Jersey that they had
withdrawn the proposed Plan Of Reorganization for Zais Investment
Grade Limited VII.

On Sept. 30, 2011, Hildene Capital Management and Hildene
Opportunities Master Fund, Ltd. filed a Plan of Reorganization for
the Debtor.  The Plan was amended on Nov. 7.

Hildene Capital related that they had reached a settlement with
certain creditors of the Debtor's estate, thus, they will no
longer be pursuing confirmation of the Plan.  As a result of the
withdrawal of the Plan, parties are no longer required to submit
their ballots to the voting agent.

Additionally, the Plan confirmation hearing scheduled for Feb. 6,
2012, at  10 a.m. (Eastern Time) is canceled.

Hildene Capital is represented by:

         Jonathan Pickhardt, Esq.
         Susheel Kirpalani, Esq.
         Scott C. Shelley, Esq.
         QUINN EMANUEL URQUHART& SULLIVAN LLP
         51 Madison Avenue, 22nd Floor
         New York, NY 10010
         Tel: (212) 849-7000
         Fax: (212) 849-7100
         E-mail: onpickhardt@quinnemanuel.com
                 scottshelley@quinnemanuel.com

                     - and -

         Eric D. Winston, Esq.
         865 S. Figueroa St., 10th Floor
         Los Angeles, CA 90017
         Tel: (213) 443-3000
         Fax: (213) 443-3100

              About Zais Investment Grade Limited

Zais Investment Grade Limited VII is based in Grand Cayman.

On April 1, 2011, Anchorage Capital Master Offshore, Ltd., GRF
Master Fund, L.P., and Anchorage Illiquid Opportunities Offshore
Masters, L.P. filed an involuntary Chapter 11 petition against
Zais Investment Grade Limited VII. On April 26, 2011, the U.S.
Bankruptcy Court for the District of New Jersey entered an order
for relief under chapter 11 of the Bankruptcy Code.

The Debtor tapped Wollmuth Maher & Deutsch LLP as general
bankruptcy counsel, and Jones Day as special counsel.

The Debtor disclosed US$365,771,549 in liabilities in its
schedules.


* Distressed Investors Get Creative as Default Rate Remains Low
---------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that as Hunting for
returns amid the corporate default drought, U.S. distressed
investors are exploring ways to invest in Europe and to take
higher-risk tranches of the capital structure in plays closer to
home, said fund managers and distressed investors.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                           Total
                                          Share-      Total
                                Total    Holders    Working
                               Assets     Equity    Capital
  Company         Ticker        ($MM)      ($MM)      ($MM)
  -------         ------       ------    -------    -------
ANOORAQ RESOURCE  ARQ SJ        927.7     (148.7)      29.2
AUTOZONE INC      AZO US      5,932.6   (1,347.1)    (736.3)
LORILLARD INC     LO US       3,152.0   (1,174.0)   1,299.0
DUN & BRADSTREET  DNB US      1,775.6     (558.0)    (478.3)
MEAD JOHNSON      MJN US      2,580.0     (144.8)     678.3
WEIGHT WATCHERS   WTW US      1,086.5     (470.5)    (292.3)
CLOROX CO         CLX US      4,077.0      (76.0)     (30.0)
TAUBMAN CENTERS   TCO US      2,518.2     (467.9)       -
MEDIVATION INC    MDVN US       188.3       (3.9)      89.4
DIRECTV-A         DTV US     18,232.0   (2,471.0)     103.0
VERISK ANALYTI-A  VRSK US     1,379.9     (158.9)    (234.2)
AMC NETWORKS-A    AMCX US     2,121.5   (1,065.5)     519.5
SUN COMMUNITIES   SUI US      1,328.6      (72.4)       -
MOODY'S CORP      MCO US      2,521.3     (174.2)     525.1
CHOICE HOTELS     CHH US        467.9      (14.4)      28.0
VERISIGN INC      VRSN US     1,657.7     (166.7)     724.5
DOMINO'S PIZZA    DPZ US        438.2   (1,221.0)     118.2
IMPERVA INC       IMPV US        42.5       (6.6)      (5.8)
GRAHAM PACKAGING  GRM US      2,947.5     (520.8)     298.5
IPCS INC          IPCS US       559.2      (33.0)      72.1
HCA HOLDINGS INC  HCA US     23,756.0   (9,062.0)   2,422.0
MAINSTREET EQUIT  MEQ CN        477.7      (11.1)       -
RENTECH NITROGEN  RNF US        152.4      (76.1)     (32.3)
SALLY BEAUTY HOL  SBH US      1,728.6     (219.0)     419.1
CHENIERE ENERGY   CQP US      1,803.0     (524.1)      67.7
GROUPON INC       GRPN US       795.6      (15.6)    (301.0)
UNISYS CORP       UIS US      2,566.9     (594.5)     464.7
RSC HOLDINGS INC  RRR US      3,075.9      (50.7)    (199.1)
AMERISTAR CASINO  ASCA US     2,039.6     (105.7)     (50.8)
CAPMARK FINANCIA  CPMK US    20,085.1     (933.1)       -
LEVEL 3 COMM INC  LVLT US     9,254.0     (523.0)   1,058.0
THERAVANCE        THRX US       283.3      (59.2)     229.4
MONEYGRAM INTERN  MGI US      5,000.3     (108.2)      33.9
VECTOR GROUP LTD  VGR US        931.0      (66.7)     252.6
RURAL/METRO CORP  RURL US       303.7      (92.1)      72.4
INCYTE CORP       INCY US       371.2     (181.0)     225.5
RENAISSANCE LEA   RLRN US        57.0      (28.2)     (31.4)
PROTECTION ONE    PONE US       562.9      (61.8)      (7.6)
ANGIE'S LIST INC  ANGI US        32.6      (38.9)     (25.9)
BOSTON PIZZA R-U  BPF-U CN      146.9     (105.3)      (2.0)
REVLON INC-A      REV US      1,081.7     (685.1)     148.6
CLOVIS ONCOLOGY   CLVS US        26.4      (18.1)     (19.2)
OTELCO INC-IDS    OTT-U CN      316.1      (10.1)      22.9
IDENIX PHARM      IDIX US        88.8       (2.3)      54.6
CABLEVISION SY-A  CVC US      6,740.1   (5,525.9)    (886.1)
OTELCO INC-IDS    OTT US        316.1      (10.1)      22.9
MANNING & NAPIER  MN US          66.1     (184.6)       -
NATIONAL CINEMED  NCMI US       807.9     (346.2)      56.6
FREESCALE SEMICO  FSL US      3,596.0   (4,488.0)   1,386.0
SINCLAIR BROAD-A  SBGI US     1,563.8     (125.4)      45.7
WESTMORELAND COA  WLB US        769.0     (174.4)      (5.9)
FNB UNITED CORP   FNBN US     1,643.9     (129.9)       -
REGAL ENTERTAI-A  RGC US      2,262.0     (555.7)     (25.8)
QUALITY DISTRIBU  QLTY US       304.3     (105.9)      44.1
JUST ENERGY GROU  JE CN       1,584.2     (242.2)    (215.6)
JUST ENERGY GROU  JSTEF US    1,584.2     (242.2)    (215.6)
AMER AXLE & MFG   AXL US      2,232.8     (373.3)     125.6
DEAN FOODS CO     DF US       5,911.2      (58.1)     327.7
CHENIERE ENERGY   LNG US      2,651.4     (446.9)    (282.7)
SINCLAIR BROAD-A  SBTA GR     1,563.8     (125.4)      45.7
ACCO BRANDS CORP  ABD US      1,050.3      (32.6)     298.7
LIZ CLAIBORNE     LIZ US      1,144.0     (420.0)     (97.3)
NEXSTAR BROADC-A  NXST US       582.7     (187.0)      26.2
CENTENNIAL COMM   CYCL US     1,480.9     (925.9)     (52.1)
TOWN SPORTS INTE  CLUB US       445.1       (3.2)     (30.8)
WARNER MUSIC GRO  WMG US      3,583.0     (289.0)    (630.0)
NYMOX PHARMACEUT  NYMX US         6.5       (5.5)       3.3
ISTA PHARMACEUTI  ISTA US       137.5      (34.8)      (7.5)
PRIMEDIA INC      PRM US        208.0      (91.7)       3.6
BLUEKNIGHT ENERG  BKEP US       320.8      (12.5)     (69.9)
QWEST COMMUNICAT  Q US       16,849.0   (1,560.0)  (2,828.0)
NPS PHARM INC     NPSP US       237.4      (38.6)     183.5
MERITOR INC       MTOR US     2,663.0     (961.0)     206.0
PLAYBOY ENTERP-B  PLA US        165.8      (54.4)     (16.9)
PLAYBOY ENTERP-A  PLA/A US      165.8      (54.4)     (16.9)
PDL BIOPHARMA IN  PDLI US       270.5     (243.2)      44.6
DIGITAL DOMAIN M  DDMG US       178.9      (85.7)     (38.3)
MORGANS HOTEL GR  MHGC US       480.8      (77.2)      (4.1)
PALM INC          PALM US     1,007.2       (6.2)     141.7
GENCORP INC       GY US         994.2     (143.4)     102.2
CC MEDIA-A        CCMO US    16,508.9   (7,456.0)   1,531.3
VIRGIN MOBILE-A   VM US         307.4     (244.2)    (138.3)
GLG PARTNERS INC  GLG US        400.0     (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US      400.0     (285.6)     156.9
HUGHES TELEMATIC  HUTC US        94.0     (111.8)     (39.0)
ABSOLUTE SOFTWRE  ABT CN        120.2       (9.2)       2.7
SMART TECHNOL-A   SMA CN        514.9       (9.4)     171.8
LIN TV CORP-CL A  TVL US        815.8     (115.0)      56.6
SMART TECHNOL-A   SMT US        514.9       (9.4)     171.8
DENNY'S CORP      DENN US       280.6      (95.5)     (40.1)
HUGHES TELEMATIC  HUTCU US       94.0     (111.8)     (39.0)
SYNERGY PHARMACE  SGYP US         2.1       (8.6)      (6.1)
CENVEO INC        CVO US      1,407.1     (331.1)     222.9
CINCINNATI BELL   CBB US      2,683.8     (626.1)      22.7
CANADIAN SATEL-A  XSR CN        174.4      (29.8)     (55.9)
ODYSSEY MARINE    OMEX US        25.8       (0.7)      (4.1)



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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