TCR_Public/120201.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, February 1, 2012, Vol. 16, No. 31

                            Headlines

20 BAYARD: Chapter 11 Bankruptcy Case Closed
505 WEST: Hamilton Heights Apartments Files to Halt Foreclosure
1225 MCBRIDE: Wants to Hire McCarter & English as Counsel
AES EASTERN: To Sell Greenhouse-Gas Emission Credits
AHERN RENTALS: Receives Approval of $66 million DIP Financing

AUTONATION INC: Moody's Rates $250MM Sr. Unsecured Notes at 'Ba2'
AUTONATION INC: S&P Rates $250-Mil. Sr. Unsecured Notes at 'BB+'
AYDPFS LLC: Voluntary Chapter 11 Case Summary
BAKOR, INC.: Case Summary & 20 Largest Unsecured Creditors
BANNING LEWIS RANCH: Devco Seeks Chapter 11 Case Dismissal

BCBG MAX: S&P Lowers Corporate Credit Rating to 'CCC+'
BENEDICT COLLEGE: S&P Affirms 'BB' SPUR on Series 2002 Bonds
BERNARD L. MADOFF: Files Brief Defending Suits vs. 80 Customers
BERNARD L. MADOFF: Trustee Readies Appeal of JPMorgan Ruling
BERNARD L. MADOFF: Trustee, Wilpon Duel Over Undisputed Facts

BIOZONE PHARMACEUTICALS: Sells 700,000 Shares for $350,000
BOGNER & RODRIGUEZ: Case Summary & Largest Unsecured Creditor
BOOMERANG SYSTEMS: Files Form S-1; Registers $11-Mil. Conv. Notes
BUFFETS INC: General Growth, Coca-Cola Named to Committee
CARIBBEAN RESTAURANTS: Moody's Reviews 'Caa2' CFR for Upgrade

CARIBBEAN RESTAURANTS: S&P Raises Corp. Credit Rating to 'B-'
CASA DE RIDGELEY: Case Summary & Largest Unsecured Creditor
CHANSLOR RANCH: Case Summary & 4 Largest Unsecured Creditors
CELLO ENERGY: Court Rejects Plan But Allows Amendment by Feb. 27
COACH AMERICA: Business Goes Up for Auction April 18

COLLIER LAND: Wants Plan Filing Deadline Extended Until March 20
COMED: Moody's Reviews 'Ba1' Jr. Sub. Debt Rating for Upgrade
COMPETITIVE TECHNOLOGIES: William Reali Resigns as Director
CONG. SHEIRIS: Voluntary Chapter 11 Case Summary
CONVERGEX HOLDINGS: Moody's Confirms 'B1' Corporate Family Rating

CONVERSION SERVICES: Inks Letter of Intent with DISYS
COUDERT BROTHERS: Loses Fight Over Lease Valuation
CRYSTAL CATHEDRAL: Mediator Appointed to Settle "Schuller" Claims
CUPEY BOWLING: Case Summary & 10 Largest Unsecured Creditors
DAIS ANALYTIC: Amends 29.4 Million Common Shares Offering

DEEP DOWN: Flotation Investor Ceases to Hold 5% Equity Stake
DELTA PETROLEUM: Won't Have Official Creditors Committee
DEWITT REHABILITATION: Suit Non-Core Even Though Estate Property
DUNE ENERGY: Inks Indemnification Agreements with New Directors
DURRANT GROUP: Case Summary & 20 Largest Unsecured Creditors

DUVALL-WATSON LLC: Can Employ Kutner Miller Brinen as Counsel
DYNEGY INC: Wants Until June 5 to Remove Actions
DYNEGY INC: Debtors Propose to Amend 1000 Louisiana Office Lease
DYNEGY INC: Wins Final Approval of $15-Mil. Intercompany Loan
DYNEGY INC: Wants White & Case Okayed Over US Trustee's Objection

EASTMAN CHEMICAL: Moody's Affirms '(P)Ba1' Pref. Shelf Rating
EASTMAN KODAK: Kodak Pension Plan is Now Largest Unsecured
EDIETS.COM INC: Common Stock Delisted from NASDAQ
ELITE PHARMACEUTICALS: Receives FDA Approval of Hydromorphone
ENER1 INC: To Present Plan for Approval at Feb. 27 Hearing

ENER1 INC: Wants Court Approval of $20MM Bzinfin Loan
ENER1 INC: Hires Houlihan as Fin'l Advisor & Investment Banker
ENER1 INC: Taps Garden City Group as Notice Agent
FACTORY 2-U: Trustee Seeks High Court Review of Antitrust Suit
FILENE'S BASEMENT: Judge Refuses to Disband Equity Committee

FIRST STREET: Court Approves MacDonald & Associates as Attorney
FOUNTAIN POWERBOATS: Seeks Chapter 11 Bankruptcy Anew
FRIENDLY PROVIDERS: Voluntary Chapter 11 Case Summary
FUSION TELECOMMUNICATIONS: To Acquire NBS & ISG for $20 Million
GAC STORAGE: Makena Great Hires Smith Hemmesch as Special Counsel

GAC STORAGE: Makena Great Hires Wilson Elser as Litigation Counsel
GARDA WORLD: Moody's Assigns 'B2' Rating to Sr. Unsecured Notes
GARDA WORLD: S&P Assigns 'B' Rating to C$125-Mil. Senior Notes
GENESIS ENERGY: Moody's Raises Corporate Family Rating to 'Ba3'
GENESIS ENERGY: S&P Keeps 'B' Rating on $250-Mil. 7.875% Notes

GENTA INC: Has 1.7 Billion Outstanding Common Shares
GRACEWAY PHARMACEUTICALS: Has Plan With Little for Jr. Unsecureds
HOSTESS BRANDS: Says Teamster, Bakery Contracts Are Inflated
HOSTESS BRANDS: Two More Unions Join Creditors' Panel
HOSTESS BRANDS: Schedules Filing Deadline Extended to Feb. 24

HOSTESS BRANDS: Court OKs FTI's David Rush as Interim Treasurer
HOSTESS BRANDS: Stinson Morrison Okayed as Conflicts Counsel
ICAHN ENTERPRISES: Moody's Assigns Ba3 Rating to $200MM Sr Notes
INNOLOG HOLDINGS: Engages RBSM LLP as New Accountants
JACUZZI BRANDS: Moody's Lowers Corporate Family Rating to 'Caa2'

JC 2020: Case Summary & 4 Largest Unsecured Creditors
JEWISH COMMUNITY: Can Hire Broege Neumann as Attorneys
KM ASSOCIATES: Files for Chapter 11 in Charleston
KM ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors
KMART CORP: Calif. Ct. Vacates Plan Discharge Over Scant Record

LAST MILE: Can Continue Using M&T Bank Cash Until March 5
LAST MILE: Taps SSG Capital as Exclusive Investment Banker
LAST MILE: Wants Plan Filing Period Extended Until June 8
LEE ENTERPRISES: Chapter 11 Process Concluded Jan. 30
LIBERTY CAPITAL: Case Summary & 9 Largest Unsecured Creditors

LIBERTY CONSTELLATION: Case Summary & Creditors List
LIONS GATE: S&P Lifts Corp. Credit Rating to 'B'; Outlook Stable
LOS ANGELES DODGERS: Received 10 Initial Offers
LPATH INC: Temporarily Suspends Dosing of iSONEP
LPATH INC: Ailsa Craig Trust Discloses 8.1% Equity Stake

MARKET 52: Case Summary & 20 Largest Unsecured Creditors
MCCLATCHY CO: To Relocate Newspaper Operations to Florida
MERUELO MADDUX: SARE Provisions Apply to Related Real Estate
MTL PUBLISHING: S&P Assigns 'B+' Corporate Credit Rating
NATIONAL MUSEUM OF CATHOLIC ART: Files for Chapter 7 Liquidation

NAVISTAR INT'L: GAMCO Asset Discloses 3.65% Equity Stake
NCOAT INC: Will Seek Approval of Amended Plan on March 8
NEUROLOGIX INC: Taps Drs. During & Kaplitt as Merger Consultants
NEWPAGE CORP: Creditors Seek Refinancing, Acquisition Documents
NORTHGATE CROSSING: Court Dismisses Chapter 11 Case

NUTRITION 21: NXXI's Chapter 11 Plan Declared Effective
ONESOURCE COIL: Case Summary & 20 Largest Unsecured Creditors
OPPENHEIMER PARTNERS: Court OKs Williams Zinman as Special Counsel
OPTIMUMBANK HOLDINGS: Incurs $57,000 Net Loss in Fourth Quarter
OSCEOLA MEDICAL: Voluntary Chapter 11 Case Summary

PACIFIC AVENUE: Judge Disbands Committee in Chapter 11 Case
PEACHTREE CASUALTY: A.M. Best Cuts FSR to 'B'; Outlook Stable
PETROPLUS HOLDINGS: Linklaters, SNR Denton to Assist in Bankruptcy
PINNACLE FOODS: S&P Assigns 'B' Corporate Credit Rating
PJ FINANCE: Schedules Feb. 27 Confirmation Hearing

PINWHEEL, INC.: Voluntary Chapter 11 Case Summary
PMI GROUP: Officers Not Worth $3.5 Million, U.S. Trustee Says
PURE BEAUTY: Lease Decision Period Extended Until May 1
RADLAX GATEWAY: Dist. Court Affirms Ruling on LAX Enterprise Claim
REAL MEX: Committee Can't Sue Secured Creditors Now

REOSTAR ENERGY: Dist. Court Denies Bid to Join Parties in SEC Suit
RICH-NICH REALTY: Case Summary & 16 Largest Unsecured Creditors
RIVER ISLAND: Plan Proposes Full Payment in Two Months
ROCK POINTE: Can Employ Kent & Wittner as Counsel
ROCKET SOFTWARE: S&P Assigns Prelim. 'B+' Corp. Credit Rating

ROUNDY'S SUPERMARKETS: S&P Keeps 'B' Rating on Watch Positive
SAAB AUTOMOBILE: Dealers Seek Bankruptcy for U.S. Unit
SAAB AUTOMOBILE: U.S. Unit's Involuntary Chapter 11 Case Summary
SAGAMORE PARTNERS: Final Hearing Tomorrow on Further Cash Use
SATYA INVESTMENTS: Voluntary Chapter 11 Case Summary

SEAGATE TECHNOLOGY: Moody's Says Ba1 CFR Unaffected by Buyback
SHAW FAMILY: Marilyn Monroe Estate Licenses Photos From Archive
SHUBH HOTELS LINCOLN: To Pay Interest or be Foreclosed
SIGNATURE STYLES: Wins Confirmation of Liquidating Plan
SKINNY NUTRITIONAL: Issues 65.1-Mil. Common Shares to Ironridge

SL6 LLC: Court Sets Feb. 22 Disclosure Statement Hearing
SOLUTIA INC: S&P Puts 'BB' Corp. Credit Rating on Watch Positive
SOLYNDRA LLC: In Talks With Potential Turnkey Buyers
SPECTRAWATT INC: Wins Confirmation of Liquidating Plan
ST. PETE: Case Summary & 20 Largest Unsecured Creditors

SWISS CHEETAH: Moody's Lowers Rating on $37.5MM Notes to 'Caa1'
TEXRON ENERGY: Case Summary & 8 Largest Unsecured Creditors
TRANSOCEAN: Moody's Publishes Issuer Comment on Summary Judgment
TRIDENT MICROSYSTEMS: Creditors Object to Sale, Employees Payout
TRIDENT MICROSYSTEMS: Can Pay $2-Mil. in Critical Vendors Claims

TSC GROUP: Fires 500 in Illinois and North Carolina
ULTIMATE ESCAPES: Liquidating Plan Effective Date Occurred Jan. 3
USAM CALHOUN: Court Dismissed Chapter 11 Bankruptcy Case
VADIUM TECHNOLOGY: Files for Chapter 11 in Seattle
VADIUM TECHNOLOGY: Case Summary & 19 Largest Unsecured Creditors

VEY FINANCE: Objects to Compass Bank's Plan Disclosures
VITAMINSPICE: Court OKs Reed Smith's Withdrawal as Counsel
VOICES OF FAITH: Files Schedules of Assets and Liabilities
VUZIX CORP: Defers Payment of $141,666 LC Capital Debt Until 2014
WASTE2ENERGY HOLDINGS: GlassRatner Okayed as Trustee's Advisors

WAVE SYSTEMS: To Sell $20 Million Class A Common Shares
WAYTRONX INC: Amends Form S-1 Registration Statement
WEST END FINANCIAL: Wins Approval of Reorganization Plan
WESTERN POZZOLAN: Files for Chapter 11 in Las Vegas
WESTERN POZZOLAN: Case Summary & 20 Largest Unsecured Creditors

W.R. GRACE: District Court Affirms Reorganization Plan
W.R. GRACE: Reaches Settlement With Libby Claimants

* More Foreign Shipping Chapter 11s Predicted in U.S.
* Lehman Brothers Makes Up 97% of All December Claims Trading
* Four More Banks Closed as 2012 Tally Now 7

* Lawyer Permanently Barred From Bankruptcy Court

* Ulmer & Berne Names Peter Rome Chair of Business/Tax Department
* Former Judge Hal Bonney in Norfolk Dies at Age 82

* Upcoming Meetings, Conferences and Seminars



                            *********

20 BAYARD: Chapter 11 Bankruptcy Case Closed
--------------------------------------------
The Hon. Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York closed the Chapter 11 case of 20
Bayard Views, LLC, on Jan. 19, 2012.  The Debtor had filed an
application for final decree, stating that the Joint Plan of
Reorganization has substantially been consummated.  The Court
confirmed the Plan in July 2011.

As a result of the Order, all creditors and security holders of
the Debtor are enjoined from instituting or continuing any action
or employing any process or engaging in any act to collect,
recover, or offset any debt or claim against the reorganized
company or any of its subsidiaries or against any person claiming
through the reorganized company or any of its subsidiaries.

                       About 20 Bayard Views

20 Bayard Views, LLC, owns and runs the Bayard Condominium Complex
at 20 Bayard Street, in Brooklyn, New York.  A total of 37 of the
62 units remain unsold.

20 Bayard filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 09-50723) on Dec. 4, 2009.  Attorneys at Porzio,
Bromberg & Newman, P.C., serve as general bankruptcy counsel and
Moritt Hock Hamroff & Horowitz LLP is local counsel to the Debtor.
The Company disclosed $21,219,696 in assets and $20,976,363 in
liabilities as of the Chapter 11 filing.

In March 2011, Bankruptcy Judge Elizabeth S. Stong issued an order
denying confirmation of the Third Amended Plan of Reorganization,
as modified, filed by 20 Bayard Views.  The Court held that the
Plan cannot be confirmed because it does not satisfy the cramdown
requirements under 11 U.S.C. Sec. 1129(b).  W Financial Fund LP,
owed $17.4 million in principal on account of a loan made in 2008,
objected to the confirmation of the Plan.


505 WEST: Hamilton Heights Apartments Files to Halt Foreclosure
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that 505 West 150th Street LLC, the owner of an apartment
on West 150th Street in the Hamilton Heights neighborhood of
Manhattan, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
12-10290) to stave off foreclosure.  The property, with $496,500
in mortgages, is worth $1.1 million, according to the petition.
Rental income in 2010 was $10,400.  The foreclosure was brought by
Lenders Capital LLC.

A case summary for 505 West is in the Jan. 30, 2012 edition of the
Troubled Company Reporter.


1225 MCBRIDE: Wants to Hire McCarter & English as Counsel
---------------------------------------------------------
1225 McBride Avenue, LLC, seeks permission from the U.S.
Bankruptcy Court for the District of New Jersey to employ McCarter
& English, LLP, as its counsel.

McCarter & English commenced performing legal services for the
Debtor in connection with the filing of this Chapter 11 case and
negotiations concerning a possible out-of-court workout with the
Debtor's principal secured lender in December 2011.  Prior to the
Petition Date, McCarter & English received an advance payment
retainer in the amount of $50,000 from the principals of the
Debtor.  As of the Petition Date, McCarter & English is holding
the advanced payment Retainer of $25,927 in its McCarter & English
Trust Account to apply to its postpetition fees and expenses.

The Debtor will pay McCarter & English in accordance with the
firm's normal hourly billing rates and will reimburse the firm for
necessary out-of-pocket expenses.

To the best of the Debtor's knowledge, McCarter & English
is "disinterested" within the meaning of Section 101(14) of the
Bankruptcy Code and does not hold or represent an interest adverse
to the Debtor's estate.

The firm can be contacted at:

         Charles A. Stanziale, Jr., Esq.
         MCCARTER & ENGLISH, LLP
         Four Gateway Center
         100 Mulberry Street
         Newark, NJ 07102
         Tel: (973) 622-4444
         Fax: (973) 624-7070
         E-mail: cstanziale@mccarter.com

                 - and -

         Scott H. Bernstein, Esq.
         MCCARTER & ENGLISH, LLP
         100 Mulberry Street
         Four Gateway Center
         Newark, NJ 07102
         Tel: (973) 639-2007
         Fax: (973) 297-3797
         E-mail: SBernstein@mccarter.com

Woodland Park, New Jersey-based 1225 McBride Avenue LLC filed for
Chapter 11 bankruptcy (Bankr. D. N.J. Case No. 12-10258) Jan. 5,
2012.  Judge Morris Stern presides over the case.  The Debtor is
represented by Charles A. Stanziale, Jr., Esq., and Scott H.
Bernstein, Esq., at McCarter & English LLP, serve as the Debtor's
counsel.  In its petition, the Debtor estimated $10 million to $50
million in assets and debts.

The Debtor's exclusive right to file a bankruptcy plan expires
May 4, 2012.


AES EASTERN: To Sell Greenhouse-Gas Emission Credits
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AES Eastern Energy LP and affiliates are proposing to
generate more than $30 million by selling greenhouse-gas emission
allowances.  AES intends to sell the emission credits without an
auction.  Instead, they would be sold privately in the secondary
market through a broker, if the bankruptcy judge in Delaware
agrees with the proposal at a Feb. 15 hearing.

                     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.

The Chapter 11 filing was designed to turn the two operating
facilities over to debt holders in exchange for debt.


AHERN RENTALS: Receives Approval of $66 million DIP Financing
-------------------------------------------------------------
Ahern Rentals, Inc. disclosed that the United States Bankruptcy
Court for the District of Nevada in Reno, Nevada approved the
final Debtor-in-Possession financing with approximately
$66 million of availability.  In addition the court approved a
series of other motions to ensure that the Company will not have
any interruption in maintaining and honoring its commitments to
its current customers, vendors and employees during the
reorganization process.  Included in these motions was a 503 (b)
(9) motion which allows (but does not require) Ahern to pay its
vendors for goods received within 20 days of filing provided that
the vendor continues to provide goods on the same terms to the
Company.

The Company intends to continue its business operations throughout
the administration of the Chapter 11 and to honor its existing
customer, vendor and employee commitments without interruption.
The Company will use the DIP financing to meet its working capital
needs during the reorganization process.

"We anticipate there being no interruption to our operations.
With our DIP Facility, we will have sufficient liquidity to meet
our commitments to our customers, vendors and employees," said Don
Ahern, Chief Executive Officer.  "We have been experiencing a
significant improvement in our business, with a substantial
increase in our utilization levels and improved margins. The
Company provides a valuable service for its customers and we do
not expect the bankruptcy filing to affect our ability to continue
to offer customers highly reliable and quality equipment and
service.  As to our customers, vendors and employees it is
business as usual."

                        About Ahern Rentals

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

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

Counsel to Bank of America, as the DIP Agent and First Lien
Agent, are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq.,
at Kaye Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer.
Attorneys for the Majority Term Lenders are Paul Aronzon, Esq.,
and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy
LLP.  Counsel for the Majority Second Lienholder are Paul V.
Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq.,
at Willkie Farr & Gallagher LLP.  Attorney for GE Capital is James
E. Van Horn, Esq., at McGuirewoods LLP.  Wells Fargo Bank is
represented by Andrew M. Kramer, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C.  Allan S. Brilliant, Esq., and Glenn E.
Siegel, Esq., at Dechert LLP argue for certain revolving lenders.
Attorneys for U.S. Bank National Association, as successor to
Wells Fargo Bank, as collateral agent and trustee for the benefit
of holders of the 9-1/4% Senior Secured Notes Due 2013 under the
Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard,
Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland
& Hart.

The Company filed for Chapter 11 because it was unable to extend
the maturity of its revolving credit facility.

The Debtor estimated $500 million to $1 billion in assets and
debts.  The Company has $50 million of DIP financing from existing
lenders.


AUTONATION INC: Moody's Rates $250MM Sr. Unsecured Notes at 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the $250
million senior unsecured notes of AutoNation, Inc., and affirmed
the Ba1 Corporate Family and Probability of Default Ratings and
SGL-2 Speculative Grade Liquidity Rating.  The outlook is
positive.

New rating assigned:

Senior unsecured notes due 2020 at Ba2 (LGD5, 78%)

Ratings affirmed and LGD point estimates adjusted include:

Corporate Family Rating at Ba1

Probability of Default Rating at Ba1

Speculative Grade Liquidity at SGL-2

Senior unsecured notes due 2014 and 2018 at Ba2 (LGD 5, 78%) from
Ba2 (LGD 5, 82%)

Senior unsecured shelf at (P) Ba2

RATINGS RATIONALE

AutoNation's Ba1 rating reflects its position as the largest auto
retailer in the U.S., its good liquidity, and best-in-class
execution ability that has resulted in a largely-investment grade
quantitative credit profile. The rating also considers the
improving macroeconomic-driven sales environment, as well as
AutoNation's Toyota and domestic vehicle mix. Ratings also reflect
its regional concentrations in California and Florida, two states
that have been especially hard hit by the downturn in the housing
market.

The positive outlook continues to reflect AutoNation's continued
improvement in operating performance, which has led to debt/EBITDA
falling below 3.5 times and EBITA/interest improving to almost 6
times. "AutoNation's discipline continues to result in positive
performance trends and improving credit metrics," stated Moody's
Senior Analyst Charlie O'Shea. "The positive outlook is based on
Moody's belief that the company will continue these favorable
trends, and maintain a financial policy that equitably balances
the interests of shareholders and creditors such that debt/EBITDA
remains around its current levels."

Ratings could be upgraded if AutoNation continues to
conservatively manage its financial policy from both acquisition
and shareholder returns perspectives, and is also able to sustain
its operating performance at current levels such that metrics
remain close to current levels. Ratings could be downgraded if
operating performance weakens or AutoNation's financial policy
becomes more aggressive. Quantitatively, ratings could be
downgraded if debt/EBITDA rose above 4.25 times, or EBIT to
interest expense fell below 3.25 times.

The principal methodology used in rating AutoNation, Inc. was the
Global Automotive Retailer 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.

AutoNation, Inc., headquartered in Fort Lauderdale, Florida, is
the nation's largest automobile retailer, with 258 franchises in
15 states, and annual revenues of around $13 billion.


AUTONATION INC: S&P Rates $250-Mil. Sr. Unsecured Notes at 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
rating to Fort Lauderdale, Fla.-based auto retailer AutoNation
Inc.'s proposed $250 million senior unsecured notes due 2020. The
company states it will use the proceeds to reduce borrowings under
its unrated revolving facility.  "In our view, the debt issuance
improves the company's liquidity and financial flexibility by
increasing availability under its revolver and extending the
duration of maturities," S&P said.

"The ratings on AutoNation reflect the company's 'satisfactory'
business risk profile and 'significant' financial risk profile
(both terms as defined in our criteria). The financial profile's
characteristics include consistent free cash flow generation and
adequate liquidity, but also funds from operations to total debt
of 23%, which is at the low end of the range for our 'significant'
financial risk descriptor. The satisfactory business profile
reflects our view of AutoNation's resilient business model,
including stability of EBITDA relative to revenues -- the company
has a high degree of variable costs and multiple revenue sources -
- and a very profitable service business not dependent on vehicle
sales. The ratings on AutoNation reflect our view that it will be
able to maintain current credit measures while preserving its
moderate financial policy and capability to generate free cash
flow over the next two years," S&P said.

The 'BBB-' corporate credit rating on AutoNation remain unchanged.

Ratings List

AutoNation Inc.
Corporate credit rating        BBB-/Stable/--

Ratings Assigned

AutoNation Inc.
Senior Unsecured
  $250 mil. notes due 2020      BB+


AYDPFS LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Aydpfs LLC
        1600 N. Broadway, Suite 740
        Santa Ana, CA 92706

Bankruptcy Case No.: 12-11093

Chapter 11 Petition Date: January 27, 2012

Court: U.S. Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Mark H. Galyean, Esq.
                  GALYEAN LAW GROUP
                  26895 Aliso Creek Road, #B-869
                  Aliso Viejo, CA 92656
                  Tel: (949) 630-3997

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

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

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

The petition was signed by Srey Teang, managing director.


BAKOR, INC.: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Bakor, Inc.
          dba La Veta True Value Hardware and Building Supply
        1010 Cherry Street
        La Veta, CO 81055

Bankruptcy Case No.: 12-11357

Chapter 11 Petition Date: January 26, 2012

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Lee M. Kutner, Esq.
                  KUTNER MILLER BRINEN, P.C.
                  303 E. 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  E-mail: lmk@kutnerlaw.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 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/cob12-11357.pdf

The petition was signed by Robert Baker, president.


BANNING LEWIS RANCH: Devco Seeks Chapter 11 Case Dismissal
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Banning Lewis Ranch sold some of its assets to
secured lenders and filed papers last week for dismissal of the
Chapter 11 case of Banning Lewis Ranch Development Co. I & II LLC,
commonly known as Devco.  Devco says it has only minimal assets
remaining and no ability to pay claims. The hearing to authorize
dismissal is set for Feb. 23.  Banning Lewis Ranch Co. isn't
seeking dismissal of its Chapter 11 case.  The so-called Devco
assets, or the 2,700-acre northern portion, were sold for $24.5
million to KeyBank NA as agent for lenders who bought the land in
exchange for secured debt.

                        About Banning Lewis

Banning Lewis Ranch Co. is the owner of the undeveloped portion of
a 21,000-acre ranch in Colorado Springs, Colo.  Banning Lewis
Ranch is a master-planned community in Colorado Springs, Colorado.
The first section built, the 350-acre Northtree Village, opened in
September 2007 and will have 1,000 homes priced from the high
$100,000s to the mid-$300,000s.

Banning Lewis Ranch filed for Chapter 11 bankruptcy protection
from creditors (Bankr. D. Del. Case No. 10-13445) on Oct. 28,
2010.  It estimated assets of $50 million to $100 million and
debts of $100 million to $500 million in its Chapter 11 petition.

An affiliate, Banning Lewis Ranch Development I & II, LLC, also
filed for Chapter 11 (Bankr. D. Del. Case No. 10-13446).

Kevin Scott Mann, Esq., at Cross & Simon, LLC, serves as counsel
to the Debtors.  Edward A. Phillips of Eisner Amper LLP has been
retained as the Company's chief restructuring officer.

The Devco assets, or the northern portion, drew at a bankruptcy
auction a high bid of $24.5 million from KeyBank NA as agent for
lenders who will pay by swapping secured debt for ownership.  The
southern portion of the project, brought in a high bid of $26.25
million from Ultra Resources Inc.


BCBG MAX: S&P Lowers Corporate Credit Rating to 'CCC+'
------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Vernon, Calif.?based BCBG Max Azria Group Inc. to 'CCC+'
from 'B-'.  The outlook is developing.

"At the same time, we lowered the ratings on the company's $230
million first-lien term loan to 'CCC+' from 'B-'. The '3' recovery
rating remains unchanged," S&P said.

"The ratings on BCBG reflect our expectations that weaker than
previously expected operating performance could potentially
trigger a financial covenant violation, when it becomes applicable
for the fourth quarter of fiscal 2011," said Standard & Poor's
credit analyst Helena Song. "It also reflects our view of the
company's 'weak' liquidity profile (as defined in our criteria),
although we expect that revenue base and operating performance
should stabilize somewhat in fiscal 2012, as the company has
completed its exit from the mass market and the retail environment
gradually improves," S&P said.

"The sources of the company's liquidity primarily include its
modest cash balance and availability under the asset-based loan
revolver. Following its refinancing of first- and second-lien
The outlook is developing. We could lower the ratings if BCBG
violates its covenants or the likelihood of obtaining a
satisfactory cure worsens. On the other hand, we could raise the
ratings if liquidity improves and operating performance and the
revenue base continue to stabilize. For example, the company
receiving a covenant amendment and the covenant headroom improving
to over 10% could lead to an upgrade," S&P said.


BENEDICT COLLEGE: S&P Affirms 'BB' SPUR on Series 2002 Bonds
------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook to
negative from stable and affirmed its 'BB' long-term rating and
underlying rating (SPUR) on South Carolina Educational Facilities
Authority's series 2002 education facility capital improvement
bonds, issued for Benedict College.

"The negative outlook reflects our view of the potential issuance
of $27 million of new money debt in spring 2012, which would bring
total debt to about $98 million coupled with cash and investments
that are currently restricted for debt service or as collateral
for debt," said Standard & Poor's credit analyst Bobbi Gajwani.
"In addition, the majority of students rely on Pell Grant funding
to cover the cost of tuition, making the current uncertainty about
Pell Grant funding a significant credit threat," said Ms. Gajwani.

"According to management, the college also plans to refund
existing debt as part of the issuance, which could release it from
currently onerous debt covenants and free up restricted cash and
investments. While debt restructuring is a positive step toward
increasing financial flexibility, in Standard & Poor's view, it
does not mitigate the magnitude of the additional debt load. Due
to the already high debt levels and low levels of resources,
additional debt without a commensurate increase in resources would
likely result in a downgrade of one or more notches," S&P said.

"The negative outlook reflects Standard & Poor's belief that given
the already high debt level and low financial resources, any
additional debt over the next year will likely result in a
downgrade of one or more notches. The magnitude of a downgrade
would depend on other rating factors, such as financial
performance, financial resources, demand, and debt. Standard &
Poor's will monitor developments in Pell Grant funding over the
next year because it could also have a negative effect on the
rating, given the college's high reliance on Pell Grant funding
for tuition. Other factors that could lead to a lower rating over
the next year include a failure to receive waivers of covenant
violations or the successful restructuring of onerous covenants
and the inability by management to transform improved demand into
a stronger financial profile while demonstrating break-even
performance on a GAAP basis," S&P said.

Standard & Poor's could return the outlook to stable over the next
year if the college does not issue additional debt and
restructures its existing debt. In addition, Standard & Poor's
would expect the college to maintain enrollment levels, continue
to post balanced performance on a GAAP basis, and maintain
financial resources over the next year. Due to the high debt
service requirements for the next several years, a higher rating
is unlikely in Standard & Poor's view.

Benedict College is a private, coeducational four-year liberal
arts undergraduate institution located in Columbia, S.C., offering
degrees in a broad number of disciplines.


BERNARD L. MADOFF: Files Brief Defending Suits vs. 80 Customers
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating Bernard L. Madoff Investment
Securities Inc. filed his brief opposing dismissal of lawsuits
against more than 80 customers who took more out of the Ponzi
scheme than they invested.  The dispute will be decided by U.S.
District Judge Jed Rakoff in a test case called Picard v. Hein.

Mr. Rochelle recounts that in late November, Judge Rakoff removed
the suits from bankruptcy court.  The customers, all represented
by New York lawyer Carole Neville, filed papers early this month
arguing for dismissal.  Trustee Irving Picard filed his answering
brief on Jan. 25.

According to the report, in the trustee's theory, cash taken out
in excess of a customer's investment represents fictitious profits
that can be recovered as fraudulent transfers, even if the
customer was unaware of fraud.  The customers contend their
profits were bona fide because they were shown on account
statements.

Mr. Picard, the report relates, argued in his papers this week
that customers can't rely on New York state law contained in the
Uniform Commercial Code, because the federal Securities Investor
Protection Act overrides state law.  The customers contend they
have a right to profits even if they didn't exist in realty
because state law precludes a broker from repudiating an account
statement.  The trustee countered the customers' argument that
funds in the Madoff accounts representing individual retirement
accounts are immune from lawsuits.  Provisions in New York state
law make those funds exempt assets that can't be attached in
suits, the customers claim.  Mr. Picard pointed to provisions in
New York law saying that money received fraudulently isn't
protected as an exempt asset.  He also debunked the customers'
theory that federal tax laws protect withdrawals from individual
retirement accounts made by individuals over age 70 who are
required to make annual withdrawals or pay tax penalties.

The lawsuit in district court is Picard v. Hein, 11-04936,
U.S. District Court, Southern District of New York (Manhattan).

                     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.


BERNARD L. MADOFF: Trustee Readies Appeal of JPMorgan Ruling
------------------------------------------------------------
Carla Main, substituting for Bloomberg News bankruptcy columnist
Bill Rochelle, reports that the liquidator of Bernard Madoff's
firm asked an appeals court to let him file 17,500 words next
month explaining why he is entitled to demand $19 billion from
JPMorgan Chase & Co., former banker to the con man, according to a
court filing. Madoff trustee Irving Picard already has permission
from the same court to file an "oversized" brief appealing a
district judge's ruling in his case against UBS AG.  He also will
appeal a ruling against him in his lawsuit against HSBC Holdings
Plc.

The report relates that separately, Mr. Picard is trying to settle
a lawsuit against Rye Select Broad Market XL Portfolio Ltd., a
judge said.  The judge agreed to put on hold the Rye fund's bid to
move the case out of bankruptcy court pending a possible
settlement by Feb. 10, he said in a signed order.

The JPMorgan lawsuit in district court is Picard v. JPMorgan Chase
& Co., 11-00913, in the same court.  The HSBC suit in U.S.
District Court is Picard v. HSBC Bank Plc, 11-763, U.S. District
Court, Southern District of New York (Manhattan). The UBS suit in
district court is Picard v. UBS AG, 11-04213, in the same court.

                      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.


BERNARD L. MADOFF: Trustee, Wilpon Duel Over Undisputed Facts
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating Bernard L. Madoff Investment
Securities Inc. and Fred Wilpon and other owners of the New York
Mets baseball club filed papers on Jan. 27 aiming to head off a
jury trial set to begin March 19.  The trustee will be seeking to
recover $83 million in fictitious profits and $303 million
principal that the Wilpon defendants took out of the Ponzi scheme
within two years of bankruptcy in 2008.

According to the report, the trustee, Irving Picard, concedes
there are disputed facts requiring a trial before he can recover
$303 million in principal repayments.  The disputed facts pertain
to whether the Wilpon defendants had sufficient knowledge there
was a fraud being conducted so they weren't in good faith and thus
can't fend off a fraudulent-transfer claim when it comes to the
principal repayments.

The report relates that the Wilpon defendants are asking Rakoff to
dismiss the claim to recover $303 million in principal repayments
on the theory there are no disputed issues of fact requiring a
jury trial.  The defendants contend undisputed facts show they
didn't "subjectively believe" there was a "high probability" of
fraud or that they took "deliberate action" to avoid learning if
there was fraud.

The Wilpon suit in district court is Picard v. Katz, 11-03605,
U.S. District Court, Southern District of New York (Manhattan).

                      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.


BIOZONE PHARMACEUTICALS: Sells 700,000 Shares for $350,000
----------------------------------------------------------
Biozone Pharmaceuticals, Inc., sold an aggregate of 700,000
"units"  with gross proceeds of $350,000.

Each Unit was sold for a purchase price of $0.50 per unit and
consists of: (i) one share of Common Stock and (ii) a four-year
warrant to purchase 50% of the number of shares of Common Stock
purchased at an exercise price of $1.00 per share, subject to
adjustment upon the occurrence of certain events.  The Warrants
may be exercised on a cashless basis after 12 months from the date
of closing, if there is no effective registration statement
covering the shares of Common Stock issuable upon exercise of the
Warrant.

The Company has granted the investors "piggy-back" registration
rights with respect to the shares of common stock underlying the
Units and the shares of common stock underlying the Warrants, for
a period of 12 months from the date of closing.

The Units were issued to "accredited investors," as such term is
defined in the Securities Act of 1933, as amended, and were
offered and sold in reliance on the exemption from registration
afforded by Section 4(2) and Regulation D (Rule 506) under the
Securities Act of 1933 and corresponding provisions of state
securities laws.

                  About Biozone Pharmaceuticals

Biozone Pharmaceuticals, Inc., formerly, International Surf
Resorts, Inc., was incorporated under the laws of the State of
Nevada on Dec. 4, 2006, to operate as an internet-based provider
of international surf resorts, camps and guided surf tours.  The
Company proposed to engage in the business of vacation real estate
and rentals related to its surf business and it owns the website
isurfresorts.com.  During late February 2011, the Company began to
explore alternatives to its original business plan.  On Feb. 22,
2011, the prior officers and directors resigned from their
positions and the Company appointed a new President, Director,
principal accounting officer and treasurer and began to pursue
opportunities in medical and pharmaceutical technologies and
products.  On March 1, 2011, the Company changed its name to
Biozone Pharmaceuticals, Inc.

Since March 2011, the Company has been engaged primarily in
seeking opportunities related to its intention to engage in
medical and pharmaceutical businesses.  On May 16, 2011, the
Company acquired substantially all of the assets and assumed all
of the liabilities of Aero Pharmaceuticals, Inc., pursuant to an
Asset Purchase Agreement dated as of that date.  Aero manufactures
markets and distributes a line of dermatological products under
the trade name of Baker Cummins Dermatologicals.

On June 30, 2011, the Company acquired the Biozone Labs Group
which operates as a developer, manufacturer, and marketer of over-
the-counter drugs and preparations, cosmetics, and nutritional
supplements on behalf of health care product marketing companies
and national retailers.

BioZone as of Oct. 29, 2011, is in default with respect to eleven
senior secured convertible promissory notes issued to various
accredited investors with an aggregate principal amount of
$2,250,000 due to the fact that the Company has not paid the
amount due on maturity.

The Company's balance sheet at Sept. 30, 2011, showed
$10.70 million in total assets, $10.88 million in total
liabilities, and a $177,712 total shareholders' deficiency.

"Our current balances of cash will not meet our working capital
and capital expenditure needs for the next twelve months.  In
addition, as of September 30, 2011, we have a shareholder
deficiency of $177,712 and negative working capital of $1,740,163.
Because we are not currently generating sufficient cash to fund
our operations and we have debt that is in default, we may need to
rely on external financing to meet future operating, debt
repayment and capital requirements.  These conditions raise
substantial doubt about our ability to continue as a going
concern."


BOGNER & RODRIGUEZ: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: Bogner & Rodriguez Property LLC
        5808 Wilmington Avenue
        Los Angeles, CA 90058

Bankruptcy Case No.: 12-12895

Chapter 11 Petition Date: January 27, 2012

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Thomas B. Donovan

Debtor's Counsel: George J. Paukert, Esq.
                  LAW OFFICES OF GEORGE J. PAUKERT
                  737 S. Windsor Boulevard, Suite 304
                  Los Angeles, CA 90005
                  Tel: (310) 826-0180
                  Fax: (323) 937-4366
                  E-mail: paukburt@aol.com

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

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

The petition was signed by Paul Bogner, managing partner.

The Company's list of its largest unsecured creditors contains
only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
CGCMT 2008-C7                      Deed of Trust        $5,531,176
Wilminton Ave LP
c/o First American Title
3 First American Way NDTS Division
Santa Ana, CA 92707


BOOMERANG SYSTEMS: Files Form S-1; Registers $11-Mil. Conv. Notes
-----------------------------------------------------------------
Boomerang Systems, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-1 registration statement relating to
the issuance of $11,624,520 aggregate principal amount of the
Company's 6% convertible notes due 2016 and warrants to purchase
2,735,206 shares of the Company's common stock in a private
placement.  In connection with the private placement, the Company
also issued to the placement agent, warrants to purchase 109,176
shares of the Company common stock.

The Company will not receive any of the proceeds from the
securities sold by the selling securityholders.  The Company will,
however, receive the exercise price from the exercise of warrants
to the extent the cashless exercise provision is not utilized.

The notes are initially convertible into common stock at $4.25 per
share, subject to adjustment.  The notes are due on the five year
anniversary of the respective date of issuance.  Interest accrues
on the Notes at 6% per annum.  Interest is payable quarterly,
commencing on Dec. 31, 2011, at the Company's option, interest may
be payable in: (i) cash or (ii) shares of the common stock.

The warrants are exercisable at $4.25 per share, subject to
adjustment.

There is presently only a limited market for the Company's common
stock and no public market for the Company's notes and warrants.
The Company does not intend to apply for listing of the notes or
warrants on any national securities exchange or for the quotation
of the notes or warrants through any automated quotation system.

The Company's common stock is quoted on the OTCQB tier of the OTC
Markets under the symbol "BMER."  The last sale price of the
Company's common stock on Jan. 25, 2012, was $3.75 per share.

A full-text copy of the preliminary prospectus is available for
free at http://is.gd/lmWvZ0

                      About Boomerang Systems

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

The Company reported a net loss of $19.10 million on $1.59 million
of total revenues for the year ended Sept. 30, 2011, compared with
a net loss of $15.78 million on $718,530 of total revenues during
the prior year.

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

                       Bankruptcy Warning

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


BUFFETS INC: General Growth, Coca-Cola Named to Committee
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Buffets Inc. has an official creditors' committee
with five members to oversee the prepackaged reorganization of the
chain of 494 family restaurants.  The committee is composed of
three landlords and two suppliers.  One of the supplier is Coca-
Cola Co.  One landlord is an affiliate of General Growth
Properties Inc., which itself underwent Chapter 11 reorganization.
Unlike many so-called prepacks, the Buffets plan proposes giving
nothing to unsecured creditors, thus necessitating the creation of
an unsecured creditors' committee.

                       About Buffets Inc.

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

Buffets Inc. and all of its subsidiaries filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10237) on Jan. 18,
2012, after it reached a restructuring support agreement with 83%
of its lenders to eliminate virtually all of the Company's roughly
$245 million of outstanding debt.  The Debtors are seeking to
reject leases for 83 underperforming restaurants.

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

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

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

An ad hoc committee of secured lenders is represented by Willkie
Far & Gallagher LLP and Blank Rome LLP as counsel and Conway, Del
Genio, Gries & Co. as financial advisors.  Credit Suisse, as DIP
Agent and Prepetition First Lien Agent, is represented by Skadden
Arps Slate Meagher & Flom as counsel.


CARIBBEAN RESTAURANTS: Moody's Reviews 'Caa2' CFR for Upgrade
-------------------------------------------------------------
Moody's Investors Service placed Caribbean Restaurants, LLC's Caa2
Corporate Family and Probability of Default ratings on review for
possible upgrade. At the same time, Moody's assigned a B3 rating
to the proposed $20 million first lien 4.5-year senior secured
revolver and a B3 rating to the $170 million first lien 5-year
senior secured term loan, both to be issued by a newly created
parent holding company of Caribbean's -- Restaurant Holding
Company, LLC. Caribbean's existing senior secured notes rating was
affirmed and will be withdrawn once the transaction closes and the
notes repaid.

The company intends to use the net proceeds from the issuance,
combined with a planned cash equity contribution from its owner,
to refinance all existing debt obligations that mature within the
current year.

The rating action is:

Rating assigned:

Restaurant Holding Company, LLC

$20 million senior secured revolving credit facility due 2016 --
B3 (LGD3, 31%)

$190 million senior secured term loan due 2017 -- B3 (LGD3, 31%)

Ratings were placed under review for possible upgrade:

Caribbean Restaurants LLC:

Corporate Family Rating -- Caa2

Probability of Default Rating -- Caa2

Rating affirmed and will be withdrawn upon closing:

$147 million senior secured second lien notes due June 2012 --
Caa1 (LGD3, 39%)

RATINGS RATIONALE

The review for possible upgrade considers Moody's view that the
proposed refinancing will provide Caribbean with an extended debt
maturity schedule, thus averting an otherwise imminent default
situation in the very near term. The timely completion of the
refinancing will likely result in a upgrade in Caribbean's
Corporate Family Rating to B3 once the proposed transaction
closes. The ratings on the new refinancing debt securities were
assigned based on the improved CFR of B3 should the transaction
transpire, subject to Moody's review of final terms and
conditions.

The possible rating upgrade also reflects a modest improvement in
financial leverage and cash flow generation due to reduced debt
level and anticipated interest saving as a result of the
transaction. Leverage as measured by debt/EBITDA (including
Moody's analytical adjustment but before preferred equity) would
improve to around 6.0x from nearly 7.0x on a proforma basis, while
the debt/EBITDA including adjustment for preferred stock will
improve more significantly to 6.8x from 10.0x thanks to a proposed
conversion of existing preferred stock to common stock upon
closing of the transaction. In addition, the potential interest
expense savings as contemplated by the refinancing would result in
better cash flow from operation, part of which could be used to
support future store expansion or renovation for both the Burger
King stores and newly introduced Firehouse Subs concept.
Conversely, given the very short time frame the company has to
complete the refinancing before the earliest debt maturity date on
March 1, the current ratings would be pressured if Caribbean fails
to refinance on time.

The rating action, however, also incorporates Caribbean's earnings
vulnerability to consumer spending, its small scale, geographic
concentration in Puerto Rico and the weak local economy. Moody's
believes the negative pressure on revenue and earnings will
persist so that Caribbean's earnings could likely decline modestly
in the next 12-18 months. Caribbean's recently reported weak
operating results were primarily driven by the declining guest
traffic at its 177 Burger King franchised restaurants in Puerto
Rico, and margin pressure due to higher commodity cost and other
input cost volatility such as for utilities. Moody's believes that
the key contributing factors to the company's weak guest traffic,
such as the protracted recession since 2006 and high unemployment
rate (around 14%) in Puerto Rico, will continue to affect customer
spending on dining-out. Intensified competition among quick
service restaurants (QSR) focusing on promotional activities will
also continue to exert pressure on revenue and will also limit the
company's ability to pass along higher input cost to protect
margins. "Despite the recent improvement in economic activities in
Puerto Rico per data released by the government and continuous
recovery in the tourism industry, these trends have not yet
translated into higher demand for dining out at Caribbean's
restaurants as consumer discretionary spending remains fragile,"
explained Moody's analyst John Zhao. "We also expect commodity
input costs, such as beef, will remain elevated in the near
future, that would further squeeze margin." The future earnings
pressure, the mandatory debt amortization requirement and capital
expenditure commitment as well as the increased management fee to
sponsor, will likely diminish some of the effects of the expected
interest saving from the refinancing.

Positive rating consideration was given to strong name recognition
and leading position of the Burger King brand in the Puerto Rico
QSR segment, a seasoned management team and the company's
exclusive development agreement within Puerto Rico. Therefore,
Moody's anticipates any decline in earnings will likely be modest
over the next 12-18 months without depressing free cash flow
sustainably negative, given management's track record in
maintaining steady profitability in a recessionary yet
inflationary environment. Moody's anticipates the debt/EBITDA
(excluding preferred equity adjustment) will not likely rise
materially above 6.5x in the coming year. Moody's also expects the
company to maintain adequate liquidity position in the next 12
months.

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

Caribbean Restaurants, LLC (Caribbean), through an exclusive
territorial development agreement with Burger King Corporation, is
the sole franchisee of Burger King restaurants in Puerto Rico with
approximately 177 units as of July 2011. Caribbean is a wholly-
owned subsidiary of BKH Acquisition Corp., which in turn is 100%
owned by Castle Harlan Partners, a private equity firm that
purchased the company in 2004.


CARIBBEAN RESTAURANTS: S&P Raises Corp. Credit Rating to 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on San Juan, Puerto Rico?based Caribbean Restaurants LLC to
'B-' from 'CCC'. The outlook is stable.

"At the same time, we assigned a preliminary 'B-' issue-level
rating to the company's proposed new senior secured facility,
which consists a $20 million revolving credit facility due 2016
and a $190 million term loan due 2017. The debt is being issued by
a holding company?Restaurant Holding Company LLC?and is guaranteed
by Caribbean and all direct and indirect subsidiaries. The
preliminary recovery rating is '3', indicating our expectation of
a meaningful (50%-70%) recovery a payment default scenario. Our
'CCC+' rating on the company's remaining existing $149 million
senior secured notes is unchanged and we will withdraw it upon
completion of the proposed transaction," S&P said.

"The ratings on Caribbean Restaurants reflect our belief that
liquidity will improve after the completion of the refinancing,
with an extended maturity profile and adequate covenant headroom,"
said Standard & Poor's credit analyst Helena Song. "It also
reflects our expectations that operating performance will remain
relatively stable at the current weak level, as modest revenue
growth will somewhat offset lower margins due to the continuing
weak Puerto Rican economy, commodity cost pressure, and building
new Firehouse Subs concept."

"The outlook is stable and indicates our belief that the company's
operating performance will remain relatively stable at the current
weak level, as modest revenue growth will somewhat offset lower
margins due the persistently weak Puerto Rican economy, commodity
cost pressure, and the building of the new Firehouse units," S&P
said.

"We could lower the ratings if weaker-than-expected performance
results in inadequate covenant headroom and pressuring of the
company's liquidity position," S&P said.

"Although unlikely in the near term, we could raise the ratings if
the company improves its operating performance significantly, and
the trend is supported by adequate liquidity and improved credit
metrics, including debt to EBITDA of 5x-6x. This could happen if
the company improves its EBITDA meaningfully by about 30% through
margin expansion of 200 basis points and revenue growth of 4%,"
S&P said.


CASA DE RIDGELEY: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Casa de Ridgeley, LLC
        1003 South Ridgeley Drive
        Los Angeles, CA 90019

Bankruptcy Case No.: 12-12793

Chapter 11 Petition Date: January 26, 2012

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: Marc A. Collins, Esq.
                  COLLINS LAW GROUP, LLP
                  4311 Wilshire Boulevard, Suite 307
                  Los Angeles, CA 90010
                  Tel: (323) 549-0700
                  Fax: (213) 383-8280
                  E-mail: marc@clgla.com

Scheduled Assets: $1,050,000

Scheduled Liabilities: $5,600

The petition was signed by Quincy S. Smith, CEO.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Franchise Tax Board                Estimated                $5,600
P.O. Box 942867                    Franchise Annual
Sacramento, CA 94267               Taxes


CHANSLOR RANCH: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Chanslor Ranch, LLC
        P.O. Box 1510
        Bodega Bay, CA 94923

Bankruptcy Case No.: 12-10211

Chapter 11 Petition Date: January 27, 2012

Court: U.S. Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Michael C. Fallon, Esq.
                  LAW OFFICES OF MICHAEL C. FALLON
                  100 E. Street, #219
                  Santa Rosa, CA 95404
                  Tel: (707) 546-6770
                  E-mail: mcfallon@fallonlaw.net

Scheduled Assets: $2,902,193

Scheduled Liabilities: $2,348,236

The Company's list of its four largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/canb12-10211.pdf

The petition was signed by Charlene Schnall, managing member.


CELLO ENERGY: Court Rejects Plan But Allows Amendment by Feb. 27
----------------------------------------------------------------
Bankruptcy Judge Margaret A. Mahoney denied confirmation of the
plan of reorganization of Cello Energy LLC, Boykin Trust LLC, and
Jack Boykin, but gave the Debtors limited time to amend the plan.

Cello Energy LLC filed for Chapter 11 protection (Bankr. S.D. Ala.
Case No. 10-04877) on Oct. 19, 2010, in Mobile, Alabama.  It
estimated assets of less than $50,000 and liabilities of $10
million to $50 million.

Boykin Trust and Jack Boykin filed chapter 11 bankruptcy cases on
Oct. 22, 2010.  The cases were administratively consolidated on
Dec. 3, 2010.

Cello Energy owns technology it developed that it claims details a
process to turn cellulosic materials into fuel.  Cello is owned by
Boykin Trust.  Jack Boykin was the sole owner of Boykin Trust.

Jack died on Aug. 25, 2011, and his estate is being probated.
There is a dispute about whether the process that Cello has, can,
or will ever work.  The Court has not ruled on this issue, but
noted that if the process does work, the technology is very
valuable.  If it does not, the value of Cello is essentially
limited to the value of a plant built in Bay Minette, Alabama to
manufacture the fuel.  The plant is shuttered at this time due to
failure to produce commercial quantities of any such fuel and lack
of funds to keep the plant open.

Cello Energy received $2.5 million from Parsons & Whittemore
Enterprises Corporation in April 2007.  That sum was paid by P&W
for an option to buy 33% of Cello within 3 months of Cello passing
ASTM tests for the production of fuel oils and gasoline with its
technology (the Option Contract).

On May 26, 2007, Cello entered into a Letter of Understanding with
Khosla Ventures Company and then, on Sept. 12, 2007, contracted
with a subsidiary of Khosla, BioFuels Operating Company LLC.  The
September agreement, the Manufacturing and Finance Contract, was
meant to work around the P&W Option Contract and provided Cello
with $12.5 million to build and make operational the Bay Minette
plant.  The plant was built and turned over to BioFuels to operate
it.  Several days later, BioFuels returned possession of the plant
to Cello because BioFuels determined the plant was not yet ready
for commercial production.

Both P&W and BioFuel's contributions to Cello were unsecured.
There were several other entities who provided secured financing
for the plant -- Brendle Sprinkler Company, BioFuels Operating
Company, and Ted Kennedy.

BioFuels provided its secured financing when it was determined
that more money was needed to complete the plant, beyond the $12.5
million it had already paid.  All of these parties have a security
interest in the plant and equipment. BioFuels and Ted Kennedy also
have a secured position in the technology.

As soon as the BioFuels' MFC was signed, P&W, Cello and BioFuels
became embroiled in litigation over whether the Biofuels agreement
violated P&W's Option Contract with Cello. In September 2010,
after litigation in U.S. District Court, including a jury trial on
some issues, a judgment was awarded to P&W against Jack Boykin,
Boykin Trust and Cello Energy and Allen Boykin, son of Jack
Boykin, in the amount of $2,827,123.  An additional $7.5 million
was awarded in punitive damages against all of the debtors and
also Allen Boykin.  No damages were awarded against BioFuels and
BioFuels and P&W finally resolved all of their issues after the
trial.

Cello and the other debtors filed their chapter 11 cases before
the appeal period expired.  They intend to appeal the judgment as
part of their plan.

P&W commenced a second suit against Lois Boykin, wife of Jack
Boykin, and Allen Boykin, and others, alleging that they received
fraudulent transfers of funds given to Cello for use in the
business.  On Feb. 3, 2011, the U.S. District Court ruled that
Lois Boykin and Allen Boykin did receive fraudulent transfers.
The Court ordered a judgment against Lois Boykin and Allen Boykin
for $10,431,560.  Allen Boykin was also adjudged liable for
$40,000 and $655,000 in transfers.  The judgment was in favor of
P&W, but no action has been taken on it since the claims might be
an asset of Boykin Trust itself.  There was not a determination of
any court as to whether the judgment was properly one on which P&W
could recover or whether the claims were really assets of the
Boykin Trust estate (or any other of the debtor estates) that had
to be used for the benefit of all creditors of Boykin Trust or the
consolidated debtor entities.

P&W has also filed a suit against Jack Boykin in his individual
chapter 11 case seeking to have its debt against him declared
nondischargeable due to fraud and willful and malicious injury.

The Disclosure Statement and his bankruptcy schedules show limited
assets.  With his death, there are no real assets available to P&W
if it pursues this suit.

P&W filed a suit against BioFuels asking the court to determine
the validity, priority and extent of BioFuels claim and to declare
that the debt to BioFuels is actually an equity interest.  The
Creditors' Committee had filed a similar suit earlier in the case
as well.

The debtors and the Creditors' Committee for Cello jointly
proposed a plan.  That plan was sent to creditors for a vote. All
creditors voted for the plan except the Alabama Department of
Revenue, which did not vote at all, and P&W which rejected the
plan.  P&W also objected to the plan.

In her Jan. 25, 2012 Order, Judge Mahoney cited two reasons that
make the Third Amended Plan unconfirmable:

     -- The Plan is not confirmable because it does not include
        as assets of Boykin Trust any fraudulent transfer
        recoveries that might be made against Lois Boykin and
        Allen Boykin in its analysis of liquidation or in its
        determination of why substantive consolidation does not
        prejudice P&W when it is the only substantial creditor in
        Boykin Trust.  The fraudulent transfer claims are not
        theoretical.  The U.S. District Court has already
        determined that they exist. There is no analysis of what
        assets Lois Boykin or Allen Boykin might be able to
        contribute to a plan to obtain release of these claims or
        whether the debtors are assuming Boykin Trust has any
        interest in these claims at all.

     -- The Plan is not feasible as presently constructed.  The
        payments to P&W and BioFuels from a license of the
        technology are too speculative based on the information
        provided about B.e Energy and the bonding issues.  The
        only witness as to feasibility was Allen Boykin and his
        knowledge of the technology licensing arrangement was
        limited. There was no evidence about the status of the
        bond approval by Johnson County, Texas or the other county
        mentioned.  The licensing agreement was not provided to
        the Court.  The Court also held that using $250,000
        for payments to Allen Boykin and other parties was not
        shown to be appropriate, at least without more evidence.
        Allen Boykin testified that he needed $144,000 per year
        for his expenses, but that sum was not shown to be
        appropriate for the work he would be required to do or
        appropriate for the industry. The court was also not
        satisfied that an office, a secretary and/or benefits were
        necessary items to fund at the expense of creditors. It
        was also not clear why Allen Boykin would not be receiving
        consulting fees from B.e. Energy. The time frame Cello has
        to bring the B.e. Energy deal to conclusion is unlimited
        and that is not appropriate, particularly in light of the
        unknown potential for P&W to collect on its fraudulent
        transfer judgment if the debtor cases are dismissed. This
        is especially true if, under the plan, P&W is giving up
        any interest in fraudulent transfer recoveries that the
        Boykin Trust might make against Lois or Allen Boykin,
        recoveries that the court has not been able to assess.
        Even if P&W loses on appeal and has no claim against
        Boykin Trust, the issue of the fraudulent transfers is
        still relevant. If Boykin Trust is substantively
        consolidated with Jack Boykin and Cello, all of the
        creditors other than P&W would have a right to the
        proceeds of the transfers and, therefore, the viability of
        recovery of these transfers must be considered.

Judge Mahoney directed the Debtors and the Committee to file an
amended plan, if they wish, by Feb. 27, 2012.  A status hearing on
any amended plan is set for Feb. 28, 2012 at 8:30 a.m., if such an
amended plan is filed;

The Court will not rule on the remaining confirmation issues and
other matters under advisement until after Feb. 28, 2012 when the
court and interested parties determine how to proceed in light of
any amended plan.

A copy of Judge Mahoney's decision is available at
http://is.gd/N4d4r1from Leagle.com.

Boykin Trust, LLC and Jack Boykin are represented by:

          C. Michael Smith, Esq.
          Suzanne Paul, Esq.
          PAUL & SMITH PC
          150 So. Dearborn Street
          Mobile, AL 36602
          E-mail: paulandsmithpc@earthlink.net

Marcus E. McDowell, Esq. -- mmcdowell@wbblaw.com -- at Weiss,
Buell & Bell, serves as counsel to Cello Energy.

Attorneys for Parsons & Whittemore Enterprises Corporation is W.
Joseph McCorkle, Jr. -- jmccorkl@balch.com -- at Balch & Bingham
LLP.

Eric J. Breithaupt, Esq. -- ejbreithaupt@csattorneys.com -- at
argues for the Committee of Unsecured Creditors.

Richard M. Gaal, Esq. -- rgaal@mcdowellknight.com -- at McDowell,
Knight, Roedder, & Sledge, L.L.C., argues for BioFuels Operating
Company, LLC and BioFuels Bay Minette Operating Company, LLC.


COACH AMERICA: Business Goes Up for Auction April 18
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Coach America Holdings Inc. filed for Chapter 11
reorganization on Jan. 3 and will sell the assets at auction
April 18.  If secured lenders intend to bid, the auction will take
place April 25 instead.  Under sale procedures approved Jan. 27
by the U.S. Bankruptcy Court in Delaware, bids are due April 13.
If the lenders intend to bid, they must notify the company by
April 16.  If the lenders aren't bidding, the hearing to approve
the sale will take place April 20.  If the lenders participate in
the auction, the sale-approval hearing will take place two days
after the auction or another date the court might select.

Mr. Rochelle discloses that the company's top managers may earn
bonuses if a sale is court-approved by May 1.  The bonus program
was approved on Jan. 27 by the bankruptcy judge.  The amounts of
the bonuses and the sale prices required before the bonuses are
paid aren't being publicly disclosed.

Mr. Rochelle notes that a quick sale is required under the $30
million in financing the lenders are providing for the Chapter 11
effort.  Coach America already has interim authority to borrow
$14.8 million from some of the first-lien lenders.  At a final
financing hearing Jan. 27, the loan was scheduled to increase to
$30 million.

                       About Coach America

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

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

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

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

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


COLLIER LAND: Wants Plan Filing Deadline Extended Until March 20
----------------------------------------------------------------
Collier Land & Coal Development, LP, asks the U.S. Bankruptcy
Court for the Western District of Pennsylvania to extend its
deadline to file a plan of reorganization and disclosure statement
until March 20, 2012.  The Debtor believes it can formulate a
feasible plan of reorganization but needs more time for its
investor to make appropriate arrangements with the Pennsylvania
Department of Environmental Protection and the Township of Collier
to assure appropriate accommodations can be achieved with both of
those entities for the recommencement of coal mining and land
development.  A hearing will be held on Feb. 17, 2012, at 9:00
a.m., to consider the requested extension.

                         About Collier Land

Clairton, Pennsylvania-based Collier Land & Coal Development, LP,
began its operations in 2007 with the intention of mining the coal
on the real estate and then subdividing the land and selling
approximately 59 buildable lots to developers.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Pa. Case No. 10-22059) on March 25, 2010.  Robert S.
Bernstein, Esq., and Scott E. Schuster, Esq., at Bernstein Law
Firm, P.C., serve as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets at 10 million to $50 million and debts at
$1 million to $10 million, as of the petition date.


COMED: Moody's Reviews 'Ba1' Jr. Sub. Debt Rating for Upgrade
-------------------------------------------------------------
Moody's Investors Service placed the long-term and short-term
ratings of Commonwealth Edison Company (ComEd) under review for
possible upgrade.

RATINGS RATIONALE

"Today's rating action is reflective of continued strong financial
performance at ComEd recorded during 2011, coupled with last
year's passage of the Energy Infrastructure Modernization Act
(EIMA), which should result in increased infrastructure investment
at the utility, reduced regulatory lag around cost recovery, and
strengthened credit metrics", said A.J. Sabatelle, Senior Vice
President of Moody's.

Ratings placed under review for possible upgrade include ComEd's
senior secured debt and first mortgage bonds rated Baa1, ComEd's
Issuer Rating and senior unsecured rating at Baa3; shelf
registrations for the issuance of first mortgage bonds and senior
unsecured debt at (P)Baa1 and (P)Baa3, respectively; junior
subordinated debt of ComEd Financing III rated Ba1, and ComEd's
short-term rating for commercial paper at Prime-3.

Earlier this week, ComEd reported 2011 GAAP earnings of
$416 million, a 23% increase over last year's results reflecting
the receipt of incremental revenue from the implementation of the
company's 2011 electric distribution rate case order (effective
June 1, 2011) as well as the receipt of incremental distribution
revenues from the performance based formula-rate tariff recently
enacted with passage of EIMA. Moody's anticipates that ComEd's
near-term financial performance will continue to strongly position
the company in the "Baa" rating category from a financial metrics
perspective. Specifically, Moody's anticipates that cash flow (CFO
pre-WC) will represent about 20% of debt and that cash flow
interest coverage should approximate 5.0x for 2011.

The review for possible upgrade also recognizes the increased
prospects for continued strong financial performance in the future
following last year's passage of EIMA. Under the legislation, a
new distribution formula-rate-plan (FRP) ratemaking paradigm for
the state's largest electric utilities was introduced. The
legislation requires ComEd to invest $1.3 billion over a five-year
period in electric system upgrades, modernization projects, and
training facilities plus at least $1.3 billion over a 10-year
period in transmission & distribution assets and smart-grid system
upgrades. Key aspects of the FRP calculation include cost recovery
of the utility's actual capital structure, excluding goodwill; a
legislatively-set formula for purposes of calculating the allowed
return on equity (ROE) equivalent to a 580 basis-point premium
above the 12-month average 30-year Treasury Bond yield; recovery
of pension-related costs; as well as recovery of certain incentive
compensation expenses. If, in the context of an FRP filing, the
utility's actual ROE in a given period is more than 50 basis
points above or below its authorized ROE, the company is required
to refund to/collect from ratepayers any amounts outside of this
deadband. In addition, the utility's allowed ROE may be reduced if
it fails to meet certain performance metrics. Moreover, the new
law requires the utility's FRP to be terminated if the average
annual rate increase for the years 2012 through 2014 exceeds 2.5%.

The rating review will focus on the company's near-term financial
results, including its ability to earn its authorized ROE, the
company's prospective capital spending program under EIMA, the
impact of such spending requirements on the utility's annual
financing requirements, and the prospective dividend needs
expected from ComEd over the next several years.

The principal methodology used in this rating was Regulated
Electric and Gas Utilities published in August 2009.

Headquartered in Chicago, Illinois, ComEd is a regulated electric
transmission and distribution company and a subsidiary of Exelon
Corporation (Exelon: Baa1 senior unsecured; under review for
possible downgrade). ComEd provides energy delivery services to
retail and wholesale customers in northern Illinois, including the
city of Chicago. ComEd is regulated by the Illinois Commerce
Commission and the Federal Energy Regulatory Commission. For year-
end 2011, ComEd reported operating revenues of $6.056 billion and
net income of $416 million.


COMPETITIVE TECHNOLOGIES: William Reali Resigns as Director
-----------------------------------------------------------
William L. Reali resigned as a director of Competitive
Technologies, Inc., effective Jan. 23, 2012.  The Board of
Directors of CTTC accepted Mr. Reali's resignation and commended
him for his exemplary service to CTTC.

Effective Jan. 23, 2012, the Board of Directors of Competitive
Technologies, Inc., voted to appoint Robert G. Moussa as a
Director to fill the Board position vacated by the resignation of
Mr. Reali.

Robert Moussa currently serves as Chairman and Chief Executive
Officer of Dilon Diagnostics, having served there since February
2008 in addition to more than 30 years in the healthcare field.
In addition to his role at Dilon, he has held a number of senior
positions at both Sherwood Medical Industries and Mallinckrodt
Medical.  Prior to joining Dilon, he served as President and Chief
Executive Officer of Robert Moussa & Associates, a consulting firm
serving the pharmaceutical, biotechnology and healthcare
industries, which he founded after leaving Mallinckrodt in 1997.
Mr. Moussa has extensive experience launching new products in the
diagnostic, nuclear medicine and medical device markets.

Mr. Moussa received his Baccalaureate from the College du Sacre-
Cur, Beirut, Lebanon, in 1966 and his Bachelor of Science in
Business Administration from Ealing University, London, England,
in 1969.  He has also completed executive seminars at the
University of California at Berkley, the Aspen Institute, the
Wharton Executive School and the Center for Creative Leadership.

                  About Competitive Technologies

Fairfield, Conn.-based Competitive Technologies, Inc. (OTC QX:
CTTC) -- http://www.competitivetech.net/-- was established in
1968.  The Company provides distribution, patent and technology
transfer, sales and licensing services focused on the needs of its
customers and matching those requirements with commercially viable
product or technology solutions.  Sales of the Company's
Calmare(R) pain therapy medical device continue to be the major
source of revenue for the Company.

As reported in the Troubled Company Reporter on Nov. 2, 2010,
Mayer Hoffman McCann CPAs, in New York, expressed substantial
doubt about Competitive Technologies' ability to continue as a
going concern, following the Company's results for the fiscal year
ended July 31, 2010.  The independent auditors noted that at
July 31, 2010, the Company has incurred operating losses since
fiscal year 2006.

The Company also reported a net loss of $1.84 million on
$3.33 million of product sales for the nine months ended Sept. 30,
2011, compared with a net loss of $2.30 million on $1.67 million
of product sales for the nine months ended Oct. 31, 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$5.95 million in total assets, $6.36 million in total liabilities,
all current, and a $409,428 total shareholders' deficit.


CONG. SHEIRIS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Cong. Sheiris Yoel Dtrasif Inc.
          fka 26 Trasif Realty Corp.
        320 Roebling Street, Suite 213
        Brooklyn, NY 11211

Bankruptcy Case No.: 12-40607

Chapter 11 Petition Date: January 30, 2012

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

Judge: Jerome Feller

Debtor's Counsel: Leo Fox, Esq.
                  LAW OFFICES OF LEO FOX
                  630 Third Avenue, 18th Floor
                  New York, NY 10017
                  Tel: (212) 867-9595
                  Fax: (212) 949-1857
                  E-mail: leofox1947@aol.com

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

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

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

The petition was signed by Lazar Rubinfeld, president/secretary.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Friendly Providers Inc.               12-40606            01/30/12


CONVERGEX HOLDINGS: Moody's Confirms 'B1' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service confirmed the ratings of ConvergEx
Holdings, LLC (ConvergEx, Corporate Family Rating at B1).  The
outlook is negative.

RATINGS RATIONALE

In confirming the rating, Moody's noted that the company is no
longer subject to a potential sale and likely leveraged
recapitalization of its balance sheet. In addition, Moody's noted
that ConvergEx's core operating results have continued to improve,
and this has allowed the company to reduce its leverage over the
last several years.

Moody's said the negative outlook reflects the risks posed by the
investigations being conducted by the Securities and Exchange
Commission and the Department of Justice (DOJ) involving certain
non-electronic trading execution practices at ConvergEx's Bermuda
based broker dealer subsidiary. Moody's noted that any punitive
actions taken by the SEC and/or the DOJ has the potential to
tarnish the company's reputation. Moody's analyst Al Bush noted,
"It remains uncertain whether the SEC and DOJ investigations will
have a material effect on ConvergEx's core investment service
franchise". The outcome of these investigations, and the resulting
effect on ConvergEx's business, is likely to take time.

Please see ratings tab on the issuer/entity page on Moodys.com for
the last rating action and the rating history.

The principal methodology used in this rating was the Global
Securities Industry Methodology published in December 2006.

Outlook Actions:

   Issuer: BNY ConvergEx Group LLC

   -- Outlook, Changed To Negative From Rating Under Review

   Issuer: ConvergEx Holdings LLC

   -- Outlook, Changed To Negative From Rating Under Review

Confirmations:

   Issuer: BNY ConvergEx Group LLC

   -- Senior Secured Bank Credit Facility, Confirmed at B2, B1

   -- Senior Secured Bank Credit Facility, Confirmed at B2, B1

   Issuer: ConvergEx Holdings LLC

   -- Corporate Family Rating, Confirmed at B1


CONVERSION SERVICES: Inks Letter of Intent with DISYS
-----------------------------------------------------
Conversion Services International, Inc., has entered into a letter
of intent with Digital Intelligence Systems Corporation for the
acquisition of the assets of CSI by DISYS.  DISYS is an ISO
9001:2008 certified IT staffing and consulting company with core
services in IT Staffing and Consulting, Finance and Professional
Services, ERP Services, and Infrastructure Support Services.  In
the transaction, DISYS will assume CSI's workforce and its client
contracts.  The parties seek to achieve a seamless transition of
the acquired assets and for CSI to obtain sufficient funds to
satisfy its liabilities.  CSI has received notice of default from
its senior lender indicating the lender's intent to assert its
rights as a secured creditor under the company's loan agreement;
the lender is working with CSI and DISYS to facilitate the
contemplated sale.

                  About Conversion Services Int'l

Conversion Services International, Inc., and its wholly owned
subsidiaries are principally engaged in the information technology
services industry in these areas: strategic consulting, business
intelligence/data warehousing and data management to its customers
principally located in the northeastern United States.

CSI was formerly known as LCS Group, Inc.  In January 2004, CSI
merged with and into a wholly owned subsidiary of LCS. In
connection with this transaction, among other things, LCS changed
its name to "Conversion Services International, Inc."

Friedman LLP expressed substantial doubt about the Company's
ability to continue as a going concern after auditing the
Company's financial reports for 2009 and 2010.  The accounting
firm noted that the Company has incurred recurring operating
losses, negative cash flows, is not in compliance with a covenant
associated with its Line of Credit, maturing on March 31, 2011 and
has significant future cash flow commitments.

The Company reported a net loss of $733,505 on $11.31 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $796,124 on $13.41 million of revenue for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$3.15 million in total assets, $6.96 million in total liabilities,
and a $3.81 million total stockholders' deficit.


COUDERT BROTHERS: Loses Fight Over Lease Valuation
--------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that U.S. District
Judge Katherine B. Forrest ruled Tuesday that Weiser Realty
Advisors LLC didn't undervalue Coudert Brothers LLP's lease on its
Manhattan offices by $8 million.

According to Law360, Judge Forrest ruled that the valuation Weiser
gave to the firm before it collapsed was fair, and that a report
prepared by Enid Hoffman, the expert retained by Coudert's
bankruptcy plan administrators, Development Specialists Inc.,
didn't use proper appraisal standards.

                      About Coudert Brothers

Coudert Brothers LLP was an international law firm specializing in
complex cross-border transactions and dispute resolution.  The
firm had operations in Australia and China.  The Debtor filed for
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 06-12226) on
Sept. 22, 2006.  John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, represented the Debtor
in its restructuring efforts.  The U.S. Trustee for Region 2
appointed five creditors to serve on an Official Committee of
Unsecured Creditors.  Brian F. Moore, Esq., and David J. Adler,
Esq., at McCarter & English, LLP, represented the Official
Committee of Unsecured Creditors.  Coudert scheduled total assets
of $30.0 million and total debts of $18.3 million as of the
Petition Date.  The Bankruptcy Court in August 2008 signed an
order confirming Coudert's chapter 11 plan.  The Plan contemplated
on paying 39% to unsecured creditors with $26 million in claims.


CRYSTAL CATHEDRAL: Mediator Appointed to Settle "Schuller" Claims
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has assigned the objections of the Official Committee of Unsecured
Creditors to the claims of Dr. Robert H. Schuller, Arvella
Schuller, Timothy Milner, Carol Schuller Milner, and Robert
Harold, Inc., to the bankruptcy mediation program of the district.
The Court appointed Gary L. Urwin as mediator.

The mediator can be reached at:

         Gary L. Urwin
         Hogan Lovells
         1999 Avenue of the Stars, Suite 1400
         Los Angeles, California, 90067
         Tel: (310)785-4669
              (310)785-4601
         E-mail: Gary.urwin@hoganlovells.com

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

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

                      About Crystal Cathedral

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

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

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

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

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

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

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


CUPEY BOWLING: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Cupey Bowling & Entertainment Center, Inc.
        P.O. Box 16726
        San Juan, PR 00908

Bankruptcy Case No.: 12-00520

Chapter 11 Petition Date: January 29, 2012

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Luis A. Medina Torres, Esq.
                  MEDINA TORRES LAW OFFICE
                  Box 191191
                  San Juan, PR 00919-1191
                  Tel: (787) 765-3795
                  E-mail: lumedina@coqui.net

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

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

The Company's list of its 10 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/prb12-00520.pdf

The petition was signed by Shaoping Zeng, president.


DAIS ANALYTIC: Amends 29.4 Million Common Shares Offering
---------------------------------------------------------
Dais Analytic Corporation filed with the U.S. Securities and
Exchange Commission amendment no. 4 to Form S-1 registration
statement relating to the public offering of up to 29,411,765
shares of the Company's common stock.

The public offering price for the common stock offered is
estimated to be between $0.30 and $0.38 per share.  Once the
offering price has been determined, the common stock offering
price will remain fixed for the duration of the offering.  The
Company's common stock is quoted on the OTC Bulletin Board under
the symbol "DLYT.OB".  On Jan. 27 , 2012, the last reported sale
price for the Company's common stock was $0.313 per share.  The
proposed aggregate price of the shares offered hereby assuming a
midpoint offering price of $0.34 per share is $ 10,000,000 .

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

                        http://is.gd/SFnEop

                        About Dais Analytic

Odessa, Fla.-based Dais Analytic Corporation has developed and
patented a nano-structure polymer technology, which is being
commercialized in products based on the functionality of these
materials.  The initial product focus of the Company is ConsERV,
an energy recovery ventilator.  The Company also has new product
applications in various developmental stages.

Cross, Fernandez & Riley LLP, in Orlando, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2010 financial results.
The independent auditors noted that the Company has incurred
significant losses since inception and has a working capital
deficit and stockholders' deficit of $2,861,448 and $6,722,092 at
Dec. 31, 2010.

The Company reported a net loss of $1.43 million on $3.34 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $7.12 million on $1.53 million of revenue during the prior
year.

The Company reported a net loss of $3.38 million on $2.61 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $1.94 million on $2.36 million of revenue for the
same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$2.69 million in total assets, $8.79 million in total liabilities,
and a $6.09 million total stockholders' deficit.


DEEP DOWN: Flotation Investor Ceases to Hold 5% Equity Stake
------------------------------------------------------------
in a Schedule an amended Schedule 13D filing with the U.S.
Securities and Exchange Commission, Flotation Investor, LLC,
disclosed that, as of Jan. 24, 2012, it does not beneficially own
any shares of common stock of Deep Down, Inc.  As previously
reported TCR on Jan. 13, 2012, Flotation Investor disclosed
beneficial ownership of 17,411,034 shares.  A full-text copy of
the amended filing is available at http://is.gd/R4mKDZ

                          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.


DELTA PETROLEUM: Won't Have Official Creditors Committee
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Delta Petroleum Corp. won't be distracted by
objections from an official creditors' committee because none was
formed.  The U.S. Trustee told the bankruptcy judge that there was
insufficient interest from creditors to form a committee.

                       About Delta Petroleum

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

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

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

Delta will hold an auction for the business on March 26, 2012. No
buyer is under contract.  There is $57.5 million in financing for
the Chapter 11 effort.


DEWITT REHABILITATION: Suit Non-Core Even Though Estate Property
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a lawsuit by a bankrupt nursing home to decide which
of several insurance companies was liable to cover a personal-
injury claim wasn't within the bankruptcy court's "core"
jurisdiction, U.S. District Judge Richard J. Holwell ruled on
Jan. 24.

According to the report, Judge Holwell began the opinion by
addressing the question of whether he should decide if the suit is
core or non-core when the issue hadn't already been decided by the
bankruptcy judge.  While the question isn't resolved by the Court
of Appeals covering New York, Judge Holwell said he would follow
the majority of courts allowing a district court to address the
core or non-core issue initially.

The lawsuit wasn't core, Judge Holwell said, because the outcome
probably wouldn't affect the assets of the bankrupt company. One
insurance company or another probably would be found liable to
cover the claim, he said.  Judge Holwell followed a 1999 decision
from the U.S. Court of Appeals in New York called U.S. Lines Inc.
saying that a dispute isn't core merely because it involves
property of the estate.

The case is DeWitt Rehabilitation & Nursing Center Inc. v.
Columbia Casualty Co., 11-6826, U.S. District Court, Southern
District of New York (Manhattan).

                    About Dewitt Rehabilitation

New York-based DeWitt Rehabilitation and Nursing Center runs a
499-bed nursing home on East 79th Street in Manhattan.  The
nursing home is owned by Marilyn Lichtman, who has been the
operator since the facility opened in 1967.

DeWitt Rehabilitation filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 11-10253) on Jan. 25, 2011.  Marc A.
Pergament, Esq., at Weinberg, Gross & Pergament, LLP, serves as
the Debtor's bankruptcy counsel.  The Debtor estimated its assets
at up to $50,000 and debts at $10 million to $50 million.


DUNE ENERGY: Inks Indemnification Agreements with New Directors
---------------------------------------------------------------
Dune Energy, Inc., entered into an indemnification agreements with
each of the Company's newly appointed directors, Michael R.
Keener, Stephen P. Kovacs, Dr. Alexander A. Kulpecz, Jr, Emanuel
R. Pearlman, Robert A. Schmitz and Eric R. Stearns.

The Indemnification Agreements provide that the Company will
indemnify the directors to the fullest extent permitted by
applicable law against all expenses, judgments, penalties, fines
and amounts paid in settlement of certain proceedings that may
result or arise in connection with such Indemnified Party serving
in his capacity as an officer or director of the Company, or is or
was serving at the request of the Company as an officer, director,
employee or agent of another entity.  The Indemnification
Agreements further provide that, upon an Indemnified Party's
request, the Company will advance expenses to the Indemnified
Party.  Pursuant to the Indemnification Agreements, an Indemnified
Party is presumed to be entitled to indemnification and anyone
seeking to overcome this presumption has the burden of proving
otherwise.

                        About Dune Energy

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

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

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

                           *     *     *

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

"The rating actions follow the company's announcement that it has
completed the exchange offer for its 10.5% senior notes due 2012,
which we consider a distressed exchange and tantamount to a
default," said Standard & Poor's credit analyst Stephen Scovotti.
"Holders of $297 million of principle amount of the senior secured
notes exchanged their 10.5% senior secured notes for common stock,
which in the aggregate constitute 97.0% of Dune's common stock
post-restructuring, and approximately $49.5 million of newly
issued floating rate senior secured notes due 2016.  We consider
the completion of such an exchange to be a distressed exchange
and, as such, tantamount to a default under our criteria."

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


DURRANT GROUP: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: The Durrant Group, Inc.
          dba Durrant Media Five
              Pulley Durrant
              Parker Durrant
              Parker Durrant International
        P.O. Box 509
        Dubuque, IA 52004-0509

Bankruptcy Case No.: 12-00110

Chapter 11 Petition Date: January 26, 2012

Court: U. S. Bankruptcy Court
       Northern District of Iowa (Dubuque)

Judge: Paul J. Kilburg

Debtor's Counsel: Joseph A. Peiffer, Esq.
                  DAY RETTIG PEIFFER, P.C.
                  P.O. Box 2877
                  Cedar Rapids, IA 52406-2877
                  Tel: (319) 365-0437
                  E-mail: joep@drpjlaw.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 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ianb12-00110.pdf

The petition was signed by Charles R. Marsden, president/C.E.O.


DUVALL-WATSON LLC: Can Employ Kutner Miller Brinen as Counsel
-------------------------------------------------------------
U.S. Bankruptcy Judge Howard R. Tallman has granted Duvall-Watson,
LLC, and Somerset Meadows LLC permission to employ Kutner Miller
Brinen, P.C., as the Debtors' counsel, nunc pro tunc to Dec. 27,
2011.

As reported in the TCR on Jan. 6, 2012, the firm's hourly rates
are:

          Attorney                     Hourly Rate
          --------                     -----------
          Lee M. Kutner, Esq.              $420
          Jeffrey S. Brinen, Esq           $360
          David M. Miller, Esq.            $320
          Aaron A. Garber, Esq.            $320
          Jenny M.F. Fujii, Esq.           $270
          Benjamin H. Shloss, Esq.         $220
          Kathryn G. Foley, Esq.           $120

Mr. Kutner, Esq., a shareholder at the firm, attested that Kutner
Miller does not represent any party in interest adverse to the
interest of the Debtors and is disinterested as defined by 11
U.S.C. Sec. 101(14).

             About Duvall-Watson and Somerset Meadows

Duvall-Watson LLC is a real estate development company formed to
develop a residential real estate project in Longmont, Colorado.
The project, including land owned by Duvall-Watson and Somerset
Meadows LLC, contains 18 finished lots and 177 preliminary
approved lots in subdivisions known as Somerset Meadows and The
Highlands at Somerset Meadows.

Duvall-Watson LLC and Somerset Meadows LLC filed for Chapter 11
bankruptcy (Bankr. D. Colo. Case Nos. 11-39586 and 11-39584) on
Dec. 27, 2011.  Each Debtor estimated $10 million to $50 million
in assets and debts.  Judge Howard R. Tallman presides over the
case.


DYNEGY INC: Wants Until June 5 to Remove Actions
------------------------------------------------
Dynegy Holdings LLC and its Debtor affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to extend
by 120 days, through and including June 5, 2012, their time to
file notices of removal of claims and causes of action in the
Chapter 11 cases.

In addition, the Debtors ask that the relief they're asking be
granted without prejudice to their right to seek further
extensions of time within which to remove claims and causes of
action relating to their Chapter 11 proceedings.

Pursuant to Rule 9027(a)(2) of the Federal Rules of Bankruptcy
Procedure, the existing time within which the Debtors may file
notices of removal for civil actions and proceedings in state and
federal courts to which the Debtors are or may become parties
that have not been stayed pursuant to Section 362(a) of the
Bankruptcy Code expires on February 6, 2012.

Although the Debtors believe that all pending civil actions and
proceedings are stayed pursuant to Section 362(a), in an
abundance of caution, the Debtors ask that June 5, 2012, be
established as the deadline to file requests for removal with
respect to those actions, Sophia P. Mullen, Esq., at Sidley
Austin LLP, in New York, tells the Court.

Ms. Mullen contends that since the Petition Date, the Debtors
have focused on operating their businesses, managing their
Chapter 11 cases, formulating a Chapter 11 Plan of Reorganization
and responding to various document requests and pleadings,
including a motion to appoint an examiner.  She notes that the
Debtors have recently filed Schedules of Assets and Liabilities,
Statements of Financial Affairs, a proposed Plan of
Reorganization and a related Disclosure Statement.

"Because the Debtors' Chapter 11 cases are large, complex, and
have moved at a rapid pace, the Debtors have not had an
opportunity to thoroughly review potentially removable actions to
determine the feasibility or benefit of removal," Ms. Mullen
relates.

Accordingly, Ms. Mullen asserts that sufficient cause exists to
grant the Debtors' request.

                        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: Debtors Propose to Amend 1000 Louisiana Office Lease
----------------------------------------------------------------
Dynegy Holdings LLC ask the Bankruptcy Court for authority to
amend, pursuant to Section 363 of the Bankruptcy Code, an
unexpired, non-residential real property lease by and between
Dynegy Holdings, LLC, as tenant, and 1000 Louisiana LP of the
facility located at 1000 Louisiana Street, in Houston, Texas.

On June 12, 1996, NGC Corporation, as predecessor-in-interest to
Dynegy Holdings, and Metropolitan Life Insurance Company and
Metropolitan Tower Realty Company, Inc., as predecessors-in-
interest to the Landlord, entered into the Office Lease
Agreement.

Under the existing Office Lease Agreement, the Property consists
of office space deemed to currently contain approximately 207,430
square feet of rental area, located on the 60th through 67th
floors of the office building commonly known as "Wells Fargo
Plaza" in Houston, Texas.

Recognizing a potential opportunity to adjust their ongoing
obligations under the Office Lease Agreement in light of the
current commercial real estate market, Dynegy Holdings has worked
diligently to (i) identify potential cost savings and (ii)
reconfigure their leased office space to better meet their
ongoing operational needs, Sophia P. Mullen, Esq., at Sidley
Austin LLP, in New York, tells the Court.  Accordingly, Dynegy
Holdings has engaged in arm's-length, good faith negotiations
with the Landlord regarding the Office Lease Agreement and
specifically, the lease of the space on the 67th floor of the
Building, she adds.

"These negotiations with the Landlord have culminated with
Holdings and the Landlord agreeing to the twenty-second amendment
to the Office Lease Agreement," Ms. Mullen says.

Upon the effectiveness of the Amendment, Dynegy Holdings will
surrender the entire 67th floor of the Building on or before
December 31, 2011, thereby reducing the total number of square
feet leased by Holdings by 26,119 square feet, with a
corresponding reduction in rent and Dynegy Holdings' share of
operating expenses related to the 67th floor, Ms. Mullen reveals.
She adds that Dynegy Holdings will surrender six parking spaces
related to the Building.

As a result of the space reductions contemplated under the
Amendment, Dynegy Holdings will realize approximately $700,000 in
savings for 2012, and approximately $4.8 million in total savings
over the six years remaining under the Office Lease Agreement,
Ms. Mullen contends.  She notes that by the terms of the
Amendment, Holdings will not be required to pay any termination
fee to the Landlord in connection with either the surrender of
the 67th floor or the surrender of the parking spaces related to
the Building.

                        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: Wins Final Approval of $15-Mil. Intercompany Loan
-------------------------------------------------------------
The Bankruptcy Court has entered a final order authorizing Dynegy
Holdings LLC and its affiliates to enter into and perform under an
intercompany credit agreement.

The Debtors are authorized to (i) borrow under the Intercompany
Credit Agreement up to an amount aggregating $15,000,000 for
working capital, general corporate purposes, and certain
administrative expenses incurred in the Chapter 11 Cases,
including, without limitation, to pay interest in connection with
the Intercompany Credit Facility, (ii) guaranty, on a joint and
several basis, all Obligations, and (iii) provide the
Intercompany Credit Agreement Superpriority Claims, subject only
to a carve-out.

In addition, the Court authorized the Debtors to perform all acts
and to execute and deliver all instruments and documents
reasonably required or necessary for their performance of the
obligations under the Intercompany Credit Agreement, including
the execution, delivery and performance of any amendment or
restatement to, or amended and restated version of, the
Intercompany Credit Agreement, a copy of which is available for
free at http://bankrupt.com/misc/DynegyAm2IntRevLnAgm.pdf

Loans will be advanced under the Intercompany Credit Facility,
and proceeds thereof will be used in accordance with the initial
13-week operating budget prepared by the Debtors and approved by
the Lender, and subsequent 13-week operating budgets prepared by
the Debtors and approved by the Lender, which will be provided to
the Lender no later than January 20, 2012 and April 20, 2012.

All objections were overruled by the Court.

                        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: Wants White & Case Okayed Over US Trustee's Objection
-----------------------------------------------------------------
Dynegy Holdings LLC and its affiliates filed an application to
employ White & Case LLP as special counsel on matters relating to
leases covering the Roseton and Danskammer power plants and
related agreements.

The Application was initially set to be heard on December 2,
2011, however, at the request of various parties-in-interest,
including the Office of the United States Trustee, the Debtors
and White & Case agreed to adjourn the hearing on the application
to permit parties-in-interest additional time to understand the
application, address with the Debtors and White & Case any
perceived deficiencies, and, only if necessary, file objections
to the Application.

Matthew A. Clemente, Esq., at Sidley Austin LLP, in New York,
tells the Court that no party-in-interest sought to engage in any
pre-objection discussions, and instead, three parties filed
objections on December 9.  These objecting parties are the
Official Committee of Unsecured Creditors, US Bank, the PSEG
Entities, including the lessors on the Facility Leases, and the
U.S. Trustee.

Of these objectors, only the Committee would consent to White &
Case's employment under any circumstances; the three other
objecting parties opposed retention under any circumstances,
Mr. Clemente notes.

Given the potential tactical nature of the objections of US Bank
and the PSEG Entities, and the active roles of US Bank and the
PSEG Entities on the Committee, the Debtors and White & Case
focused primarily on attempting to address the U.S. Trustee's
concerns, Mr. Clemente relates.

The U.S. Trustee raised four points in that pleading: (1) the
proposed retention was not for a "special purpose," (2) because
White & Case is also appearing as counsel for Dynegy Inc. in
these cases, White & Case has an active conflict that precludes
retention, (3) retention of White & Case as special counsel on
Lease Matters would be wasteful for the Debtors' estates, and (4)
although the U.S. Trustee had never requested any information
from White & Case leading up to the filing of the U.S. Trustee
Objection, White & Case nonetheless should be required to make
additional disclosures regarding its fee arrangements.

Mr. Clemente says that because of the new request for additional
disclosures, the Debtors and White & Case asked from the
objecting parties an adjournment of the hearing on the
application until December 28, 2011.  The U.S. Trustee and US
Bank refused that request both prior to and at the December 16
hearing.  The Court then granted a non-consensual adjournment of
the hearing on the Application until December 28, 2011.

The Debtors and White & Case continue to believe that the
Application is proper.

Mr. Clemente contends that the scope of the matters covered by
the employment, while critically important to one of many plan
conditions in the cases, is nonetheless sufficiently discrete to
meet the "special" retention designation in the statute and
applicable case law.

Mr. Clemente also asserts that there is no active conflict and
never was any active conflict between Dynegy -- which holds the
equity interests in Dynegy Holdings LLC -- and the Debtors with
respect to Lease Matters.

"Simply, both are directly interested in minimizing the burdens
of the Facility Leases and mitigating rejection damages claims
related thereto," he says.

In addition, Mr. Clemente asserts that the U.S. Trustee's
concerns regarding additional expense are simply wrong.  He
points out that under the terms of the proposed employment,
Dynegy would defray 40 percent of the Debtors' legal expenses on
Lease Matters.  Having a counsel -- who are being paid 100
percent of their fees by the Debtors -- handle Lease Matters
will, by definition, be more expensive than having White & Case
conduct that representation.

With respect to the U.S. Trustee's request for a "Lar Dan"
declaration disclosing additional information concerning fee
sharing, the Court directed that the declaration be filed by
December 21, 2011 and further directed that White & Case, the
Debtors and Dynegy consider whether the proposed employment was,
in actuality, in the best interests of the Debtors in light of
the objections on file.

Mr. Clemente notes that White & Case has not filed a Lar Dan
declaration, as the Debtors, in consultation with White & Case,
have determined to withdraw the Application.

For these reasons, the Debtors ask the Court to overrule the U.S.
Trustee's objections.

                        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)


EASTMAN CHEMICAL: Moody's Affirms '(P)Ba1' Pref. Shelf Rating
-------------------------------------------------------------
Moody's Investors Service affirmed Eastman Chemical Company's
(Eastman) Baa2 and Prime-2 ratings and changed its outlook to
Stable from Positive. This action follows Eastman's announcement
that it has signed a definitive agreement to acquire Solutia, Inc.
(Solutia) for $22 per share in cash and 0.12 shares of Eastman
stock or roughly $27.65 per share (total transaction value
including assumed debt of roughly $4.7 billion). Moody's also
placed Solutia's ratings under review for upgrade. Eastman has
obtained a bridge facility from Citi and Barclay's, but expects to
fund the cash portion of the transaction with a combination of
balance sheet cash, senior unsecured notes and a term loan. The
proposed transaction is subject to regulatory and Solutia's
shareholder approval; it is expected to close within the next six
months.

"We had previously noted that Eastman had substantial flexibility
to undertake acquisitions in excess of $2 billion," stated John
Rogers, Senior Vice President at Moody's. "While this transaction
is larger than Moody's expected, the use of 20% equity plus a
reasonable valuation multiple should allow Eastman to return
credit metrics to levels that adequately support the Baa2 rating
by the end of 2013."

RATING RATIONALE

The affirmation of the Baa2 rating reflects the moderate pro forma
leverage at the time of the acquisition with net Debt/EBITDA of
3.5x (including Moody's adjustments), as well as the expectation
that the combined businesses can de-lever over the following 18
months to levels that would solidly support an investment grade
rating. Moody's expects that by the end of 2013, Eastman's credit
metrics should fall below 2.8x Net Debt/EBITDA and above 23%
Retained Cash Flow/Net Debt. The affirmation is also supported by
the Eastman's size and profitability subsequent to the merger as
well as both businesses' ability to generate significant free cash
flow. The Baa2 rating is tempered by the size of the transaction
and the lack of operational synergies, which increases integration
risk. The expected synergies are viewed as reasonable, with the
tax synergies providing the largest cash benefit over the first
two years. Strategic synergies are expected to be minimal prior to
2015.

The stable outlook reflects the strong organic growth expected
from Eastman's business and the limited negative impact from a
potential economic downturn in Europe. Eastman's rating could come
under pressure from the company's failure to improve credit
metrics over the 12-18 months following the close of the
acquisition, specifically to lower its Debt/EBITDA below 3.0x. At
the same time, Moody's assumes that the integration of Solutia,
Inc. should proceed as planned by the company without many
significant integration challenges that could dilute above credit
metrics. Eastman's ratings would only be upgraded once its
leverage once again falls below 2.0x for a sustained period.

Solutia's ratings will remain under review until the close of the
transaction. Additionally, the ratings will be withdrawn, if they
are repaid by Eastman.

Ratings affirmed:

Eastman Chemical Company

LT Issuer Rating of Baa2

Senior Unsecured (domestic currency) Rating of Baa2

Senior Unsec. Shelf (domestic currency) Rating of (P)Baa2

Pref. Shelf (domestic currency) Rating of (P)Ba1

Preferred shelf -- PS2 (domestic currency) Rating of (P)Ba1

Commercial Paper (domestic currency) Rating of P-2

Solutia Inc.

Speculative Grade Liquidity Rating of SGL-2

Ratings placed under review for upgrade:

Solutia Inc.

LT Corporate Family Ratings (domestic currency) Rating of Ba3

Senior Secured Bank Credit Facility (domestic currency) Rating of
Ba1 (LGD2, 19%)

Senior Unsecured (domestic currency) Rating of B1 (LGD5, 74%)

Senior Unsec. Shelf (domestic currency) Rating of (P)B2

Subordinate Shelf (domestic currency) Rating of (P)B3

Pref. Shelf (domestic currency) Rating of (P)B3

Probability of Default Rating of Ba3

The principal methodology used in rating Eastman Chemical was the
Global Chemical Industry Methodology published in December 2009.

Headquartered in Kingsport, Tennessee, Eastman Chemical Company is
a major producer of acetate tow, and a broad array of specialty
plastics and resins, as well as both commodity and specialty
chemicals. Eastman reported sales of roughly $6.9 billion for the
LTM ending September 30, 2011.

Solutia, headquartered in St. Louis, Missouri, produces and sells
a diverse portfolio of performance materials and specialty
chemicals. End markets for Solutia's products include automotive,
architectural (residential and commercial), aerospace, process
manufacturing, construction, electronic/electrical, and
industrial. Net sales for the LTM period ending September 30, 2011
were $2.2 billion.


EASTMAN KODAK: Kodak Pension Plan is Now Largest Unsecured
----------------------------------------------------------
Eastman Kodak Co. and its affiliates amended their list of 50
largest unsecured creditors on Jan. 22 to name the Kodak Pension
Plan of the United Kingdom as their largest unsecured creditor.
The Pension Plan's claim is based on pension guarantee.  The claim
is "unliquidated" and in an "undetermined" amount.

The amended list of largest unsecured creditors is available for
free at http://bankrupt.com/misc/kodakcreditorslistjan22.pdf

                        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).


EDIETS.COM INC: Common Stock Delisted from NASDAQ
-------------------------------------------------
The NASDAQ Stock Market LLC filed a Form 25 with the U.S.
Securities and Exchange Commission notifying that it will delist
the common stock of EDiets.com, Inc.  The Company's common stock
was suspended on Dec. 2, 2011, and has not traded on NASDAQ since
that time.  The delisting is expected to become effective 10 days
after the filing of the Form 25.

The Company's common stock is currently traded on the OTCBB market
under the symbol "DIET".  The NASDAQ delisting will not affect the
eligibility of the Company's common stock to trade on the OTCBB
market.

                            About eDiets

eDiets.com, Inc. is a leading provider of personalized nutrition,
fitness and weight-loss programs. eDiets currently features its
award-winning, fresh-prepared diet meal delivery service as one of
the more than 20 popular diet plans sold directly to members on
its flagship site, http://www.eDiets.com

eDiets.com reported a net loss of $43.3 million on $23.4 million
of revenues for 2010, compared with a net loss of $12.1 million on
$18.1 million of revenues for 2009.

The Company also reported a net loss of $2.73 million on
$17.42 million of total revenue for the nine months ended Sept.
30, 2011, compared with a net loss of $42.01 million on
$16.46 million of total revenue for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$3.96 million in total assets, $4.27 million in total liabilities,
and a $314,000 total stockholders' deficit.

Ernst & Young LLP, in Boca Raton, Florida, expressed substantial
doubt about eDiets.com's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
recurring operating losses and has a working capital deficiency.

The Company said that in light of the results of its operations,
management has and intends to continue to evaluate various
possibilities, including raising additional capital through the
issuance of common or preferred stock, securities convertible into
common stock, or secured or unsecured debt, selling one or more
lines of business, or all or a portion of the Company's assets,
entering into a business combination, reducing or eliminating
operations, liquidating assets, or seeking relief through a filing
under the U.S. Bankruptcy Code.


ELITE PHARMACEUTICALS: Receives FDA Approval of Hydromorphone
-------------------------------------------------------------
Elite Pharmaceuticals, Inc., announced that on Jan. 23, 2012, the
U.S. Food and Drug Administration approved the Company's
supplemental application for the manufacturing and packaging of
Hydromorphone Hydrochloride USP 8 mg.  This approval will allow
the Company to commence the commercial manufacturing and packaging
of this product for its sales and marketing partner, which will
distribute the product as part of a multi-product distribution
agreement.

Hydromorphone hydrochloride is a member of the opioid analgesic
and antitussive class.  It is a pure opioid agonist used primarily
for pain relief or as a cough suppressant.  For the twelve months
ending September 2011, Dilaudid 8 mg tablets and its generic
equivalents had total U.S. sales of approximately $30 million
according to IMS Health Data.

                    About Elite Pharmaceuticals

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

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

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

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

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


ENER1 INC: To Present Plan for Approval at Feb. 27 Hearing
----------------------------------------------------------
The U.S. Bankruptcy Judge in New York scheduled a confirmation
hearing for Feb. 27 to consider confirmation of Ener1 Inc.'s
prepackaged plan of reorganization and approval of the disclosure
statement.

Ener1 Inc. sought a combined hearing between the dates of March 7
and 9, 2012.

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.

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

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 from Bzinfin S.A. 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.  Moreover, $50
million of the amount will be provided periodically by Bzinfin
over a period of 24 months following the Plan effective date.
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's primary debt obligations consist of:

     -- A secured term loan, dated Nov. 16, 2011, from Liberty
        Harbor Special Investments, LLC, Goldman Sachs Palmetto
        State Credit Fund, L.P., and Bzinfin, each as a lender,
        and Bzinfin, as agent, in the principal amount of
        $4.5 million plus accrued and unpaid interest, fees, and
        costs, which credit facility was subsequently increased to
        a principal amount of $6.5 million on Dec. 30, 2011;

     -- Tranche A 8.25% Senior Notes, due July 1, 2013, in the
        principal amount of $28,094,214, and Tranche B 8.25%
        Senior Notes, due July 1, 2013, in the principal amount of
        $29.25 million, which were issued pursuant to a Waiver,
        Amendment, and Exchange Agreement, dated Sept. 9, 2011, by
        and among Ener1, Inc., Liberty Harbor Special Investments,
        LLC, Goldman Sachs Palmetto State Credit Fund, L.P.,
        Whitebox Multi Strategy Partners, L.P., Whitebox
        Concentrated Convertible Arbitrage Partners L.P., Pandora
        Select Partners, L.P., Whitebox Credit Arbitrage Partners,
        L.P., and Whitebox Special Opportunities Fund LP,
        Series B, for the approximate aggregate outstanding
        principal balance, plus accrued and unpaid interest, of
        $62.0 million;

     -- 6% Senior Convertible Notes, due Aug. 27, 2015, issued by
        the Debtor pursuant to a Note Purchase Agreement, dated
        Aug. 27, 2010, in the aggregate outstanding principal
        balance, plus accrued and unpaid interest, of $10.3
        million, and held by ITOCHU Corporation; and

     -- line of credit agreement, dated June 29, 2011, as amended,
        by and between Ener1 and Bzinfin, S.A., which established
        a line of credit for the Debtor in the aggregate principal
        amount of $15,000,000 in the current aggregate outstanding
        principal balance, plus accrued and unpaid interest, of
        $12.1 million.

Pursuant to the Plan, Priority Non-Tax claims in Class 1 and
Bridge Loan Claims in Class 2 will be paid in full and the
claimholders are deemed to accept the Plan.

Holders of Senior Note Claims in Class 3 are expected to receive
86.2% of their claims.  Each holder of a Senior Note Claim will
receive its pro rata share of $2,717,708 cash, new Senior Notes
and shares of New Common Stock.

Holders of Convertible Note Claims in Class 4 are expected to
receive 52.1% of their claims.  Each claimholder will receive its
pro rata share of $448,957 cash and shares of New Common Stock.

Holders of Line of Credit Claims in Class 5 are expected to
receive 44.9% of their claims.  Each claimholder will receive New
Common Stock.

The Holders of Class 3, 4 and 5 have voted to accept the Plan.

The claims of Ener1's general unsecured creditors in Class 6 will
be unimpaired and paid by the Company under the restructuring
plan.  All of the Company's existing common stock in Class 7 will
be cancelled.  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.

Counsel to Bzinfin, S.A, are:

          Andrew E. Balog, Esq.
          GREENBERG TRAURIG, LLP
          333 SE 2nd Avenue, Suite 4400
          Miami, FL 33131
          Telephone: (305) 579-0500
          Facsimile: (305) 579-0717
          E-mail: baloga@gtlaw.com

               - and -

          John H. Bae, Esq.
          GREENBERG TRAURIG, LLP
          200 Park Avenue
          New York, NY 33131
          Telephone: (212) 801-9200
          Facsimile: (212) 801-6400
          E-mail: baej@gtlaw.com

Counsel to Goldman Sachs Palmetto State Credit Fund, L.P., and
Liberty Harbor Special Investments, LLC, are:

          Gary Holtzer, Esq.
          Ronit Berkovich, Esq.
          WEIL, GOTSHAL & MANGES LLP
          767 Fifth Avenue
          New York, NY 10153
          Telephone: (212) 310-8000
          Facsimile: (212) 310-8007
          E-mail: gary.holtzer@weil.com
                  ronit.berkovich@weil.com

                            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.

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.


ENER1 INC: Wants Court Approval of $20MM Bzinfin Loan
-----------------------------------------------------
Ener1 Inc. seeks the Bankruptcy Court's authority to:

     -- obtain up to $20 million in postpetition financing from
        Bzinfin S.A.; and

     -- use cash collateral of the prepetition lenders.

Ener1 said the DIP financing will enable it to preserve the value
of its subsidiaries and support their businesses until the hearing
to confirm its prepackaged plan of reorganization.

Ener1's subsidiaries EnerDel Inc., EnerFuel Inc., and NanoEner
Inc., which did not file for bankruptcy, serve as guarantors under
the DIP facility.

Ener1 said that over the next several days, its three domestic
subsidiaries, which comprise the business operations, will have to
fund salary, payroll, payroll taxes, and employee benefits that
aggregate $998,000.  Without access to the DIP funding, the
subsidiaries, Ener1 said, will not be able to meet their payroll
obligations.

The Debtor will also use the DIP proceeds to repay in full al
amounts under a bridge loan agreement, and to fund a loan to
EnerDel.

Ener1's primary debt obligations consist of:

     -- A secured term loan, dated Nov. 16, 2011, from Liberty
        Harbor Special Investments, LLC, Goldman Sachs Palmetto
        State Credit Fund, L.P., and Bzinfin, each as a lender,
        and Bzinfin, as agent, in the principal amount of
        $4.5 million plus accrued and unpaid interest, fees, and
        costs, which credit facility was subsequently increased to
        a principal amount of $6.5 million on Dec. 30, 2011;

     -- Tranche A 8.25% Senior Notes, due July 1, 2013, in the
        principal amount of $28,094,214, and Tranche B 8.25%
        Senior Notes, due July 1, 2013, in the principal amount of
        $29.25 million, which were issued pursuant to a Waiver,
        Amendment, and Exchange Agreement, dated Sept. 9, 2011, by
        and among Ener1, Inc., Liberty Harbor Special Investments,
        LLC, Goldman Sachs Palmetto State Credit Fund, L.P.,
        Whitebox Multi Strategy Partners, L.P., Whitebox
        Concentrated Convertible Arbitrage Partners L.P., Pandora
        Select Partners, L.P., Whitebox Credit Arbitrage Partners,
        L.P., and Whitebox Special Opportunities Fund LP,
        Series B, for the approximate aggregate outstanding
        principal balance, plus accrued and unpaid interest, of
        $62.0 million;

     -- 6% Senior Convertible Notes, due Aug. 27, 2015, issued by
        the Debtor pursuant to a Note Purchase Agreement, dated
        Aug. 27, 2010, in the aggregate outstanding principal
        balance, plus accrued and unpaid interest, of $10.3
        million, and held by ITOCHU Corporation; and

     -- line of credit agreement, dated June 29, 2011, as amended,
        by and between Ener1 and Bzinfin, S.A., which established
        a line of credit for the Debtor in the aggregate principal
        amount of $15,000,000 in the current aggregate outstanding
        principal balance, plus accrued and unpaid interest, of
        $12.1 million.

The DIP facility matures 90 days after the Petition Date but may
be terminated before the maturity date with the filing of a motion
by the Debtor to challenge the lenders' liens or otherwise
commencing a cause of auction against the DIP Agents or the
Lenders, and the occurrence of an Event of Default under the DIP
loan.

As to the use of the cash collateral, the Debtor proposes to
provide adequate protection and replacement liens to the
prepetition agent and prepetition lenders.

                            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 cancelled, 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.

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.

Bzinfin, S.A., is represented in the case by Andrew E. Balog,
Esq., and John H. Bae, Esq., at Greenberg Traurig, LLP.  Counsel
to Goldman Sachs Palmetto State Credit Fund, L.P., and Liberty
Harbor Special Investments, LLC, are Gary Holtzer, Esq., and Ronit
Berkovich, Esq., at Weil, Gotshal & Manges LLP.


ENER1 INC: Hires Houlihan as Fin'l Advisor & Investment Banker
--------------------------------------------------------------
Ener1 Inc. needs the services of a financial advisory and
investment banking firm to provide advice with respect to its
restructuring.  In this regard, Ener1 seeks permission from the
Bankruptcy Court to employ Houlihan Lokey Capital Inc. as
financial advisors and investment bankers.  Houlihan advised Ener1
pre-bankruptcy in connection with the Company's restructuring
efforts.

For its postpetition services, Houlihan will be paid a $150,000
non-refundable cash fee per month.

Houlihan will be eligible for an $800,000 restructuring
transaction fee in the event the Debtor's prepackaged plan is
confirmed and implemented -- and provided that the Debtor's
valuation as provided in the Plan is not challenged, and Houlihan
is not the subject of discovery, depositions or valuation
testimony.  If another restructuring transaction is implemented,
the firm's restructuring transaction fee will be $1 million.

If the consummation of the restructuring transaction is proceeded
by a sale transaction in which Houlihan has been paid no less than
$1 million, the restructuring transaction fee will be reduced to
$300,000.

Ener1 will also pay Houlihan appropriate market-based fees for any
financing transaction during the term of the engagement.  However,
any financing from or equity investment by Ener1's prepetition
lenders under a November 2011 bridge facility or any of their
affiliates, as of the effective date of a plan, will not count.

Houlihan will be entitled to a cash fee equal to $1 million plus
an appropriate market-based incentive fee upon the closing of the
first sale transaction consummated other than pursuant to the
consummation of a reorganization plan.

If there are multiple sale transactions, Houlihan's fee for each
subsequent sale transaction will be agreed upon by the Debtor and
the firm, but shall in no event be less than $300,000 per deal --
as long as those transactions are not part of the consummation of
the Plan.

Houlihan will be entitled to full payment of any owed unpaid
monthly fee and the transaction fees so long as a transaction is
consummated during the term of the parties' engagement agreement
or within 18 months after the expiration of the agreement --
called the "tail period"; or if an agreement in principle to
consummate a transaction is executed during the term of Houlihan's
engagement agreement or within the tail period.

Ener1 will also indemnify Houlihan.

Saul E. Burian, managing director at Houlihan, attests that the
firm neither holds nor represents an interest materially adverse
to the Debtor's estate, and is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

Mr. Burian may be reached at:

         Saul E. Burian
         Managing Director
         HOULIHAN LOKEY
         245 Park Ave Fl 20
         New York, NY 10167-0002
         Tel: (212) 497-4245
         Fax: (212) 661-3070
         E-mail: sburian@hl.com

                            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.

Judge Martin Glenn oversees the case.  Reed Smith LLP is Ener1's
legal adviser.  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.

Bzinfin, S.A., is represented in the case by Andrew E. Balog,
Esq., and John H. Bae, Esq., at Greenberg Traurig, LLP.  Counsel
to Goldman Sachs Palmetto State Credit Fund, L.P., and Liberty
Harbor Special Investments, LLC, are Gary Holtzer, Esq., and Ronit
Berkovich, Esq., at Weil, Gotshal & Manges LLP.


ENER1 INC: Taps Garden City Group as Notice Agent
-------------------------------------------------
Ener1 Inc. seeks Bankruptcy Court authority to employ GCG Inc. as
its notice agent.  GCG, aka Garden City Group, will be responsible
for providing notice to interested parties of bankruptcy matters,
including notice of the combined hearing to confirm the Debtor's
prepackaged plan of reorganization.  Ener1 has provided GCG a
$10,000 retainer pre-bankruptcy.

Emily Gottlieb, assistant vice president of GCG, attests that GCG
neither holds nor represents an interest materially adverse to the
Debtor's estate, and is a "disinterested person" within the
meaning of 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.

Judge Martin Glenn oversees the case.  Reed Smith LLP is Ener1's
legal adviser and its financial adviser is Houlihan Lokey Capital
Inc.  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.

Bzinfin, S.A., is represented in the case by Andrew E. Balog,
Esq., and John H. Bae, Esq., at Greenberg Traurig, LLP.  Counsel
to Goldman Sachs Palmetto State Credit Fund, L.P., and Liberty
Harbor Special Investments, LLC, are Gary Holtzer, Esq., and Ronit
Berkovich, Esq., at Weil, Gotshal & Manges LLP.


FACTORY 2-U: Trustee Seeks High Court Review of Antitrust Suit
--------------------------------------------------------------
Christopher Norton at Bankruptcy Law360 reports that Factory 2-U
Stores Inc.'s Chapter 7 trustee has asked the U.S. Supreme Court
to revive his antitrust suit alleging a group of banks that
finance transactions between garment retailers and manufacturers
forced the company into bankruptcy.

Law360 relates that Trustee Jeoffrey L. Burtch has been trying to
revive his suit against the bank lenders, known as "factors,"
since a Delaware federal court first dismissed it in May 2009.

                        About Factory 2-U

Headquartered in San Diego, California, Factory 2-U Stores, Inc.,
-- http://www.factory2-u.com/-- operated a chain of off-price
retail apparel and housewares stores in 10 states, mostly in the
western and southwestern US.  The stores sold branded casual
apparel for the family, as well as selected domestics, footwear,
and toys and household merchandise.

The Company filed for chapter 11 protection on January 13, 2004
(Bankr. Del. Case No. 04-10111).  The Debtor disclosed
$136,485,000 in total assets and $73,536,000 in total debts as of
the petition date.  M. Blake Cleary, Esq., and Robert S. Brady,
Esq., at Young Conaway Stargatt & Taylor, LLP, were tapped as the
Debtor's bankruptcy counsel.

The Court converted the Debtors' case into a chapter 7 proceeding
on Jan. 27, 2005, and appointed Jeoffrey L. Burtch as trustee.
The Court appointed Jeoffrey L. Burtch as the Chapter 7 Trustee.
Adam Singer, Esq., at Cooch and Taylor represented the Chapter 7
Trustee.


FILENE'S BASEMENT: Judge Refuses to Disband Equity Committee
------------------------------------------------------------
U.S. Bankruptcy Judge Kevin J. Carey on refused to disband the
committee representing equity holders in the Syms Corp. and
Filene's Basement LLC bankruptcy despite requests by unsecured
creditors who said the group was unnecessary because managers and
directors own so much Syms stock.

Lana Birbrair at Bankruptcy Law360 reports that Judge Carey denied
without prejudice a motion by the official committee of unsecured
creditors to break up the official committee of equity security
holders.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that at a hearing March 7, the judge said he may limit the
amount the equity committee and everyone else can spend on
attorneys and other professionals.

Mr. Rochelle recounts that the U.S. Trustee appointed the equity
committee in November based on the company's statement that it's
solvent, with money left over from liquidation for distribution to
shareholders.  The creditors' committee filed a motion in November
to disband the committee or limit how much it could spend.

Mr. Rochelle notes that U.S. Bankruptcy Judge Kevin J. Carey
declined to disband the committee late last week, although he did
so in a manner that allows the creditors' committee to renew the
request if circumstances change.

Judge Carey scheduled a March 7 hearing to decide if the equity
committee should be limited in how much it can spend.  Judge Carey
said he will also "consider expanding this alternative request for
relief to cover all professionals retained in the case."

Syms said from the outset that the Chapter 11 case will be a
solvent liquidation, with cash left over for shareholders.  On
June 26, the stock closed at $10, unchanged in over-the-counter
trading.

                      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 & Storrs,
P.C. and Ashby & Geddes, P.A.


FIRST STREET: Court Approves MacDonald & Associates as Attorney
---------------------------------------------------------------
First Street Holdings NV LLC sought and obtained permission from
the U.S. Bankruptcy Court for the Northern District of California
to employ Iain A. MacDonald of MacDonald & Associates as attorney
under a general retainer.

The firm will assist the Debtor in plan formulation, preparing
schedules and statement of financial affairs, reviewing monthly
operating reports, responding to creditor inquiries, litigating
potential claims by or against third parties, assisting it with
sales of assets, together with any and all services usually
performed by debtors' counsel in a chapter 11 case.

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

                        About First Street


                        About First Street

First Street Holdings NV, LLC, and Lydian SF Holdings, LLC, filed
for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case Nos. 11-49300
and 11-49301) on Aug. 30, 2011, before Judge Roger L. Efremsky.
Iain A. MacDonald, Esq., and Reno F.R. Fernandez III, Esq., at
MacDonald and Associates, in San Francisco, serve as the Debtor's
bankruptcy counsel.

Debtor-affiliates 78 First Street, LLC, 88 First Street LLC, 518
Mission, LLC, First/Jessie LLC, JP Capital, LLC, Peninsula Towers
LLC, and Sixty-Two First Street LLC (Bankr. N.D. Calif. Case Nos.
11-70224, 11-70228,, 11-70229, 11-70231, 11-70232, 11-70233 and
11-70234) filed for Chapter 11 bankruptcy on Sept. 23, 2011.

Colliers Parrish International Inc. serves as appraiser to value
certain real properties and other assets held by the Debtors.

The cases are jointly administered under Lead Case No. 11-49300.

Investor David Choo is associated with CMR Capital, LLC, the
manager of the Debtors.

Debtors First Street Holdings NV, LLC, Lydian SF Holdings, LLC, 78
First Street, LLC, 88 First Street, LLC, 518 Mission, LLC,
First/Jessie, LLC, Sixty-two First Street, LLC, Peninsula Towers,
LLC, and JP Capital, LLC; and David Choo, individually, have filed
a combined joint plan and disclosure statement with the Bankruptcy
Court.  The Joint Plan, dated Nov. 29, 2011, provides for the
payment of all of their secured, administrative, priority and
general unsecured claims in full.  Interests in the Debtors will
be retained without modification.


FOUNTAIN POWERBOATS: Seeks Chapter 11 Bankruptcy Anew
-----------------------------------------------------
Witn.com reports that Fountain Powerboats has filed for Chapter 11
bankruptcy protection in Florida for the second time in two years.
The company listed more than $53 million in liabilities and less
than $50,000 in assets.

According to the report, Liberty Associates bought Fountain
Powerboats from Reggie Fountain after it went bankrupt the first
time in 2009.  The powerboat company was once a major employer in
Beaufort County before filing for Chapter 11.

Fountain Powerboats -- http://www.fountainpowerboats.com/-- makes
offshore performance boats for racing, fishing, cruising or
utility.

Fountain Powerboat Industries, Inc., Fountain Powerboats, Inc.,
Fountain Dealers' Factory Superstore, Inc., and Baja By Fountain,
Inc., first filed separate Chapter 11 petitions (Bankr. E.D.N.C.
Case Nos. 09-07132, 09-07133, 09-07134 and 09-07135) on Aug. 24,
2009.  On Jan. 29, 2010, the Debtors and Liberty Associates L.C.
filed their First Amended Joint Plan of Reorganization.  On
Feb. 11, 2010, the Court entered an order confirming the First
Amended Joint Plan of Reorganization.


FRIENDLY PROVIDERS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Friendly Providers Inc.
        320 Roebling Street, Suite 213
        Brooklyn, NY 11211

Bankruptcy Case No.: 12-40606

Chapter 11 Petition Date: January 30, 2012

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

Judge: Jerome Feller

Debtor's Counsel: Leo Fox, Esq.
                  LAW OFFICES OF LEO FOX
                  630 Third Avenue, 18th Floor
                  New York, NY 10017
                  Tel: (212) 867-9595
                  Fax: (212) 949-1857
                  E-mail: leofox1947@aol.com

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

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

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

The petition was signed by Lazar Rubinfeld, president/secretary.


FUSION TELECOMMUNICATIONS: To Acquire NBS & ISG for $20 Million
---------------------------------------------------------------
Fusion Telecommunications International, Inc., and its wholly
owned subsidiary, NBS Acquisition Corp., entered into agreements
to acquire the business currently operated by Network Billing
Systems, LLC, and Interconnect Systems Group II LLC.  Under the
Agreements, the Company agreed to purchase (a) all of the issued
and outstanding membership interests of NBS from the members of
NBS and (b) substantially all of the assets of ISG used in the
operation of the Acquired Business, while assuming certain related
liabilities of ISG.  The aggregate purchase price for the
membership interests in NBS and the to be acquired assets of ISG,
net of the assumed liabilities, is $20 million, consisting of
$17.75 million in cash, $1.0 million to be evidenced by a 24-month
promissory note payable to the sellers and $1.25 million in shares
of restricted common stock of Fusion.

Both NBS and ISG are limited liability companies organized under
the laws of the State of New Jersey and are affiliated with each
other through common control.  The Acquired Business currently
provides voice (including VoIP) and data telecommunications
services, as well as a wide variety of managed and cloud-based
telecommunications services, to small and medium sized companies.
For the year ended December 31, 2011, the Acquired Business had
revenues of approximately $26.5 million (unaudited) and net income
of approximately $3.0 million (unaudited).  The Company expects to
realize considerable synergies after the transaction is
consummated.

Consummation of the transactions contemplated by the Agreements is
subject to the satisfaction of certain conditions precedent,
including, but not limited to, satisfactory completion of the
Company's due diligence on the Acquired Business, completion of an
audit of the financial books and records of the Acquired Business,
receipt of certain regulatory approvals, receipt by the Company of
sufficient funding to pay the cash portion of the purchase price
and provide for reasonable post-acquisition working capital
requirements, negotiation and execution of mutually acceptable
executive employment and non-compete agreements with Jon Kaufman,
the principal operating officer of the Acquired Business and other
customary conditions of closing.  While the Agreements contemplate
that closing of the acquisition of the Acquired Business would
take place during the second quarter of 2012, the conditions
precedent to closing are such that there can be no assurance that
the acquisition will be completed in that time or at all.

                   About Fusion Telecommunications

New York City-based Fusion Telecommunications International, Inc.
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.

Fusion Telecommunications reported a net loss of $5.8 million on
$41.8 million of revenues for 2010, compared with a net loss of
$9.6 million on $40.9 million of revenues for 2009.

The Company reported a net loss of $3.54 million on $30.77 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $4.37 million on $30.46 million of revenue for the
same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$4.71 million in total assets, $14.99 million in total
liabilities, and a $10.28 million total stockholders' deficit.

As reported by the TCR on April 26, 2011, Rothstein, Kass &
Company, P.C., in Roseland, New Jersey, expressed substantial
doubt about Fusion Telecommunications' ability to continue as a
going concern.  The independent auditors noted that the Company
the Company has negative working capital balances, incurred
negative cash flows from operations and net losses since
inception, and has limited capital to fund future operations.


GAC STORAGE: Makena Great Hires Smith Hemmesch as Special Counsel
-----------------------------------------------------------------
The Makena Great American Anza Company, LLC, a debtor affiliate of
GAC Storage Lansing LLC, seeks permission from the U.S. Bankruptcy
Court for the Northern District of Illinois to employ Christopher
B. Kaczynski and the Law Offices of Smith, Hemmesch, Burke &
Kaczynski as special counsel to prosecute an appeal GAC Lansing's
2011 property tax assessment.

Christopher B. Kaczynski, Esq., a partner at Smith, Hemmesch,
Burke & Kaczynski, attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The Debtor proposes to pay Smith Hemmesch a contingent fee of 25%
of any tax savings received as a result of the tax appeal and to
be reimbursed for necessary and reasonable out-of-pocket expenses
attendant to the legal services provided.

                       About Makena Great

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

The Makena Great American Anza Company, LLC, filed a Chapter 11
petition (Bankr. N.D. Ill. Case No. 11-48549) on Dec. 1, 2011, in
Chicago, Illinois.  Gordon E. Gouveia, Esq., at Shaw Gussis
Fishman Glantz Wolfson & Towbin, LLC, in Chicago, serve as counsel
to the Debtor.  The Debtor estimated up to $50 million in assets
and up to $50 million in liabilities.

                          About GAC Stories

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


GAC STORAGE: Makena Great Hires Wilson Elser as Litigation Counsel
------------------------------------------------------------------
The Makena Great American Anza Company, LLC, an affiliate of GAC
Storage Lansing LLC, seeks permission from the U.S. Bankruptcy
Court for the Northern District of Illinois to employ George D.
Hagen and the law firm of Wilson, Elser, Moskowitz, Edelman &
Dicker LLP as special construction litigation counsel.

Anza also seeks authorization to direct Breman Law Offices to
transfer certain funds held in its client trust to Anza c/o Wilson
Elser and authorize Ansa to use cash collateral to pay Wilson
Elser's $2000 initial retainer.

Mr. Hagen, a partner at Wilson, Elser, Moskowitz, Edelman &
Dicker, LLP, attests that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

The firm's rates are:

   Personnel                                 Rates
   ---------                                 -----
   Partners                                  $275
   Associates                                $225
   Paralegal                                 $125

                         About Makena Great

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

The Makena Great American Anza Company, LLC, filed a Chapter 11
petition (Bankr. N.D. Ill. Case No. 11-48549) on Dec. 1, 2011, in
Chicago, Illinois.  Gordon E. Gouveia, Esq., at Shaw Gussis
Fishman Glantz Wolfson & Towbin, LLC, in Chicago, serve as counsel
to the Debtor.  The Debtor estimated up to $50 million in assets
and up to $50 million in liabilities.

                          About GAC Stories

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


GARDA WORLD: Moody's Assigns 'B2' Rating to Sr. Unsecured Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Garda World
Security Corporation's proposed $50 million senior unsecured add-
on notes due 2017. At the same time, Moody's affirmed Garda's B1
corporate family rating, B1 probability of default rating, B2
senior unsecured notes ratings and SGL-3 speculative-grade
liquidity rating. The Ba1 senior secured bank facility ratings of
Garda's subsidiary, The Garda Security Group Inc. were also
affirmed. The add-on notes will rank pari passu with Garda's
existing senior unsecured notes and net proceeds will be used to
repay a $25 million bridge loan and reduce amounts outstanding
under its committed bank revolver. The ratings outlook for both
Garda and GSG remain stable.

RATINGS RATIONALE

Garda's B1 corporate family rating is primarily influenced by its
high leverage and historical appetite for debt-financed
acquisitions. These factors are mitigated by the company's
competitive market position, recurring nature of its revenue
streams, high contract renewal rates, and good geographic and
customer diversity. While Garda's key credit metrics including
adjusted Debt/EBITDA of about 4.7x and EBITDA-Capex/Interest of
1.7x (pro-forma for recent small acquisitions) are currently weak
for its rating, Moody's expects the company to realize modest
growth in earnings and positive free cash flow from ongoing market
share gains and cost containment. In turn, Moody's expects Garda's
Debt/EBITDA will reduce towards 4x in the next 12 to 18 months,
which will solidify its position within the B1 rating.

Garda's SGL-3 liquidity rating reflects an adequate liquidity
position after the notes issuance. Garda's liquidity is provided
by roughly $50 million of surplus cash balances and revolver
availability together with free cash flow that Moody's expects to
be in excess of $40 million through fiscal 2013 (FYE Jan 31).
Moody's expects these sources together with modest earnings growth
will be sufficient to meet its current debt maturities ($52
million) and stay within bounds of tightening financial covenant
constraints. Garda will however have to refinance its revolving
credit facility within the ratings horizon as this facility
matures in March 2013.

The stable outlook incorporates Moody's expectation that growth in
earnings and free cash flow will enable Garda's key credit metrics
to improve to levels that are commensurate with a B1 rating
through the rating horizon.

For upward rating consideration Garda needs to sustain its
Debt/EBITDA below 4x and sustain its EBITDA-Capex/ Interest
towards 2.25x. Sustained metrics associated with a ratings
downgrade include Debt/EBITDA sustained above 5x and EBITDA-Capex/
Interest below 1.5x. Downward rating pressure could also arise
should the company pursue a material debt-financed acquisition
prior to strengthening its key credit metrics or if liquidity
pressures arose due to reduced cushion under bank financial
covenants.

The principal methodology used in rating Garda World was the
Global 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.

Headquartered in Montreal, Canada, Garda World Security
Corporation is a global provider of cash logistics (including
armored cars), physical security (including airport pre-screening
at 28 of Canada's airports) and risk consulting services (physical
security outside of North America). Revenue for the last twelve
months ended October 31, 2011 was about $1.2 billion.


GARDA WORLD: S&P Assigns 'B' Rating to C$125-Mil. Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said its 'B' debt rating on
Montreal-based cash logistics and physical security services
provider Garda World Security Corp.'s C$125 million 9.75%
senior unsecured notes due March 15, 2017, is unchanged following
the proposed C$50 million add-on to the issuance. "The recovery
rating is '5', indicating our expectation of modest recovery (10%-
30%) in the event of default. The rating is subject to the
satisfactory completion of the transaction and review of the final
documentation," S&P said.

"The proposed notes will rank equally with, and form part of, a
single series with the company's existing C$125 million notes,
which were issued under an indenture dated March 12, 2010. The
notes are senior unsecured obligations of Garda and will rank
equally with all existing and future senior unsecured obligations
of the company, but rank junior to the company's senior secured
debt. We understand that the notes offering will close on or about
Jan. 31, 2012," S&P said.

"We understand that Garda intends to use proceeds to repay a
portion of indebtedness outstanding under its C$25 million bridge
loan," said Standard & Poor's credit analyst Jatinder Mall. "We do
not expect the refinancing to materially change the company's
credit profile, and as such the ratings on Garda are unaffected,"
Mr. Mall added.

"The 'B+' long-term corporate credit rating, and stable outlook,
on Garda reflects Standard & Poor's view of the company's highly
leveraged financial risk profile characterized by relatively weak
adjusted debt to EBITDA (about 5.3x for the 12 months ended Oct.
30, 2011), correspondingly weak cash flow protection measures, and
an acquisitive growth strategy. The company's satisfactory
business risk profile, which we derive from its solid market
position in its core North American operations and relatively high
barriers to entry in the cash logistics segment, partially offsets
these concerns in our opinion," S&P said.

Ratings List
Garda World Security Corp.
Ratings Unchanged
Corporate credit rating                 B+/Stable/--
C$175 mil. senior unsecured debt        B
Recovery rating                        5


GENESIS ENERGY: Moody's Raises Corporate Family Rating to 'Ba3'
---------------------------------------------------------------
Moody's Investors Service upgraded Genesis Energy L.P.'s (GEL)
Corporate Family Rating (CFR) to Ba3 from B1 and its senior
unsecured notes to B2 from B3. Moody's also affirmed the SGL-3
Speculative Grade Liquidity (SGL) rating, and rated GEL's proposed
$100 million add-on notes offering B2. Proceeds from the notes
issuance will be used to reduce outstanding borrowings under the
credit facility, enhancing liquidity. The outlook is stable.

RATINGS RATIONALE

"GEL's upgrade reflects its stronger business risk profile from
the expansion of its fee based pipeline asset base and reduced
leverage," commented Jonathan Kalmanoff, Moody's Analyst. "GEL has
a longer demonstrated record of profitable operations within the
refinery services segment and a more established track record
since the acquisition of the GP by private owners in February
2010."

The Ba3 CFR is supported by GEL's predominantly fee-based cash
flows, an unusually high degree of both asset and business line
diversification for a company of its size, vertical integration
among its various assets, and leverage that is appropriate for the
rating level. The rating is restrained by the company's geographic
concentration and small scale relative to similarly rated
midstream peers.

The SGL-3 rating indicates adequate liquidity through the end of
2012. At September 30, 2011 pro forma for the notes issuance, GEL
has $498 million of availability under its secured credit facility
due June 2015, plus $4 million of cash. The financial covenants
under the facility are Debt/EBITDA of 4.5 (5.0x during the three
quarters following a material acquisition or a notes offering),
Senior Secured Debt/EBITDA of 3.75x, and EBITDA/Interest of 3.0x
(2.75x during the three quarters following a material acquisition
or a notes offering). Moody's expects GEL to remain in compliance
with these covenants during 2012. There are no debt maturities
prior to 2015 when the credit facility matures. Substantially all
of GEL's assets are currently pledged as security under the
revolver which limits the extent to which asset sales could
provide a source of additional liquidity if needed.

The B2 senior unsecured note rating reflects both the overall
probability of default of GEL, to which Moody's assigns a PDR of
Ba3, and a loss given default of LGD5-86%. The size of the senior
secured revolver's priority claim relative to the senior unsecured
notes results in the notes being rated two notches beneath the Ba3
CFR under Moody's Loss Given Default Methodology.

Moody's could upgrade the CFR if Moody's expects debt/EBITDA to be
sustained below 3.5x, or if GEL significantly increases its
diversification or the proportion of cash flows from fee based
assets. Moody's could downgrade the CFR if Moody's expects
debt/EBITDA to be sustained at or above 5.0x as a result of a
leveraging acquisition or if the company acquires assets with a
less favorable business risk profile.

The principal methodology used in rating Genesis Energy was the
Global Midstream Energy 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.

Genesis Energy, L.P. is a master limited partnership headquartered
in Houston, Texas.


GENESIS ENERGY: S&P Keeps 'B' Rating on $250-Mil. 7.875% Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services left its 'B' issue-level rating
and '6' recovery rating unchanged on Genesis Energy Partners L.P.
and Genesis Energy Finance Corp.'s $250 million 7.875% notes due
2018 after the companies announced a proposed add-on of $100
million to the issue.

"The recovery rating of '6' indicates our expectation of
negligible (0% to 10%) recovery in the event of a payment default.
The partnership intends to use the net proceeds to repay amounts
drawn on its $775 million revolving credit facility, following the
recent acquisition of certain interests in pipeline assets. As of
Sept. 30, 2011, the partnership had about $372 million outstanding
under its credit facility," S&P said.

"Houston-based Genesis is a midstream energy partnership active in
the Gulf Coast area, specializing in pipeline transportation,
refinery services relating to sulfur, and supply and logistics.
Our 'BB-' corporate credit rating and stable outlook on Genesis
reflects its 'fair' business risk profile and 'aggressive' (as our
criteria define the terms) financial risk profile. Our business
risk assessment reflects the partnership's limited scale and
aggressive growth strategy. Somewhat offsetting these weaknesses
in our view are the fee-based nature of the majority of its
business lines and its profitable niche refinery services segment,
whereby it markets sodium hydrosulfide (NaHS). The financial risk
profile reflects the partnership's somewhat aggressive financial
leverage and the master limited partnership structure, which gives
Genesis much incentive to pay out most of its cash flow after
maintenance capital spending to unitholders each quarter," S&P
said.

Ratings List

Genesis Energy L.P.
Corporate Credit Rating                   BB-/Stable/--


Ratings Unchanged
Genesis Energy L.P.
Genesis Energy Finance Corp.
$350 Mil. Senior Unsecured Notes          B
  Recovery rating                         6


GENTA INC: Has 1.7 Billion Outstanding Common Shares
----------------------------------------------------
The number of outstanding shares of Genta Incorporated common
stock par value $0.001 as of Jan. 27, 2012, is 1,733,460,585,
according to a regulatory filing.

                     About Genta Incorporated

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

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

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

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

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

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

                         Bankruptcy Warning

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


GRACEWAY PHARMACEUTICALS: Has Plan With Little for Jr. Unsecureds
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Graceway Pharmaceuticals LLC filed a liquidating
Chapter 11 plan last week to pay off the remainder of secured
debt, leaving a maximum recovery of 3.3% for unsecured creditors
with claims totaling as much as $120 million.

The report relates that according to the disclosure statement:

    * For the remainder of their claims not paid when the business
      was sold, first-lien creditors with claims of as much as
      $433 million are to receive remaining proceeds from their
      collateral plus most proceeds from lawsuits to be prosecuted
      by a trust.

    * The first-lien debt will be paid from 96.7% to 100%.

    * Second-lien lenders with as much as $364 million in claims
      should see a recovery of 2.7% to 4.6%, from whatever is
      left of the collateral after the first lien is paid.  The
      second-lien creditors will also collect some lawsuit
      proceeds.

    * Unsecured creditors are expected to have a payday between
      0.9% and 3.3% from a slice of lawsuit proceeds.

The hearing for approval of the disclosure statement is set for
March 1.  The company said it expects the secured and unsecured
creditor groups will be in favor.

Graceway also filed a motion last week to extend the exclusive
right to propose a Chapter 11 plan.  Graceway wants so-called
exclusivity extended by four months to May 26.  The exclusivity
hearing will take place March 1.

                  About Graceway Pharmaceuticals

Based in Bristol, Tennessee, Graceway Pharmaceuticals LLC offers
dermatology, respiratory, and women's health products.  Its
Zyclara Cream is used for the treatment of external genital and
perianal warts (EGW) in patients 12 years of age and older. The
company offers products for the treatment of dermatology
conditions, such as actinic keratosis, superficial basal cell
carcinoma, external genital warts, atopic dermatitis, and acne;
and respiratory conditions, such as asthma.

Graceway Pharmaceuticals and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 11-13036) on
Sept. 29, 2011.

The company's debt includes $430.7 million owing on a first-lien
revolving credit and term loan.  Second-lien debt is $330 million,
with mezzanine debt totaling another $81.4 million.

Attorneys at Young Conaway Stargatt & Taylor LLP serve as counsel
to the Debtors.  Latham & Watkins LLP is the co-counsel.  Alvarez
and Marsal North America, LLC, is the financial advisor.  Lazard
Freres & Co. LLC is the investment banker.  PricewaterhouseCoopers
LLP is the tax consultant.  BMC Group serves as claims and notice
agent.

Lowenstein Sandler PC serves as the committee counsel.

Graceway Pharmaceuticals LLC completed the sale of the business in
December 2011 to Medicis Pharmaceutical Corp. for $455 million.


HOSTESS BRANDS: Says Teamster, Bakery Contracts Are Inflated
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hostess Brands Inc. complied with the timetable
established by the bankruptcy judge and filed papers on Jan. 25
seeking authority to terminate existing contracts with 141 locals
affiliated with the Teamsters and 35 with the bakery workers'
union.

The report relates that Hostess said that the "inflated cost
structure" is leading to a $2 million weekly cash "burn."  Even
though the company was in bankruptcy reorganization previously,
the union contracts were never "meaningfully addressed," Hostess
said in court papers.  In addition to terminating the contracts,
Hostess also seeks to modify retiree benefits.

According to the report, the bankruptcy judge in White Plains, New
York, previously said that all investigations on the contract
issues must be completed by Feb. 22, in advance of trial to begin
March 5.  Hostess said it needed bankruptcy a second time because
of "uncompetitive and unsustainable" union contracts, pension
plans and health-benefit programs.  The Teamsters already
countered by contending bankruptcy resulted from management's
failure "to adjust their business plan to a changing and more
competitive marketplace," not excessive labor costs.  Labor costs
were "one of the few areas in which Hostess achieved its
forecast," the Teamsters said.

                      About Hostess Brands

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

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

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

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

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

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

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.


HOSTESS BRANDS: Two More Unions Join Creditors' Panel
-----------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, on Jan. 30, 2012,
named two more members to the Official Committee of Unsecured
Creditors in Hostess Brands Inc.'s Chapter 11 cases, raising the
member total to 10.

The new members are:

          1. Bakery, Confectionery, Tobacco Workers & Grain
               Millers International Union
             10401 Connecticut Avenue
             Kensington, MD 20895
             Attention: Franklin R. Hurt, President
             Tel: (301) 933-8600

          2. New England Teamsters and Trucking
               Industry Pension Fund
             One Wall Street
             Burlington, MA 01803
             Attention: Edward F. Groden, Executive Director
             Tel: (781) 345-4400
             Fax: (781) 345-4413

The U.S. Trustee originally named seven members to the Creditors
Committee on Jan. 18:

          1. Bakery & Confectionery Union
               & Industry International Pension Fund
             10401 Connecticut Avenue
             Kensington, MD 20895
             Attention: Robert J. Bergin, Executive Director
             Tel: (301) 468-3720
             Fax: (301) 468-3815

          2. Central States, Southeast & Southwest
               Areas Pension Fund
             9377 West Higgins Road
             Rosemont, IL 60018
             Attention: Brad R. Berliner
                        Associate General Counsel
             Tel: (847) 518-9800, Ext. 3443
             Fax: (847) 518-9797

          3. Interstate Brands Corporation-International
               Brotherhood of Teamsters National Negotiating
               Committee
             25 Louisiana Avenue, N.W.
             Washington, D.C. 20001
             Attention: Iain Gold
             Tel: (202) 624-8757
             Fax: (202) 624-6910

          4. NYS Teamsters Benefit Funds
             151 Northern Concourse
             P.O. Box 4928
             Syracuse, NY 13221-4928
             Attention: Kenneth R. Stilwell, Executive Administer
             Tel: (315) 455-4640
             Fax: (315) 455-1237

          5. Stationary Engineers Union, Local 39
             c/o Christian L. Raisner/Ezekiel D. Carder
             Weinberg, Roger & Rosenfeld
             1001 Marina Village Parkway, Suite 200
             Alameda, CA 94501
             Tel: (510) 337-1001
             Fax: (510) 337-1023

          6. I.A.M. National Pension Fund
             1300 Connecticut Avenue, Suite 300
             Washington, D.C. 20036
             Attention: Joseph P. Martocci, Jr., Manager
             Tel: (202) 857-3795
             Fax: (202) 468-8098

          7. Caravan Ingredients Inc.
             7905 Quivira Road
             Lenexa, KS 66215
             Attention: Curtis Landherr, Esq., Vice-President
             Tel: (913) 690-5672
             Fax: (913) 866-7085

The Committee has selected New York law firm Kramer Levin Naftalis
& Frankel LLP as its counsel.  Tom Mayer, Esq., and Ken Eckstein,
Esq., will head up the legal team for the Committee.

                       About Hostess Brands

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

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

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

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

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

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

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.


HOSTESS BRANDS: Schedules Filing Deadline Extended to Feb. 24
-------------------------------------------------------------
Hostess Brands, Inc., won an extension of the Debtors' deadline to
file their Schedules of Assets and Liabilities, Schedules of
Executory Contracts and Unexpired Leases, Statements of Financial
Affairs, and List of Physical Inventory.  The new filing deadline
is Feb. 24, 2012.

Pursuant to F.R.B.P. Rule 1007(c), a chapter 11 debtor must file
with its voluntary petition, or within 14 days thereafter, its
Schedules and Statements.  Bankruptcy Rules 1007(c) and 9006(b),
however, provide a bankruptcy court with the ability to extend a
debtor's time to file its Schedules and Statements "for cause."

In seeking an extension, the Debtors said that given the size and
complexity of their businesses and financial affairs and the
critical matters that the Debtors' management and professionals
were required to address prior to the commencement of the chapter
11 cases, they were not in a position to complete the Schedules
and Statements as of the Petition Date.  With the critical matters
to be addressed in the early days of the cases, the Debtors also
said they require more than 14 days after the Petition Date to
complete this substantial task.

                       About Hostess Brands

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

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

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

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

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

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

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

An official committee of unsecured creditors has been appointed in
the case.


HOSTESS BRANDS: Court OKs FTI's David Rush as Interim Treasurer
---------------------------------------------------------------
Hostess Brands Inc. and its five domestic subsidiaries sought and
obtained Bankruptcy Court approval to employ FTI Consulting Inc.
to provide an interim treasurer and additional personnel.

On June 10, 2011, the Debtors appointed FTI's David Rush as
interim treasurer.  The parties' Engagement Letter further states
that FTI will provide FTI employees to serve as temporary
employees of the Debtors necessary to support the treasury
activities and other business of the Debtors.

Mr. Rush, a Senior managing director at FTI, will be paid at a
fixed monthly fee of $65,000.  The Debtors will pay $55,000 per
month each for two additional temporary employees serving as
Additional Treasury Personnel (Larry Manning and Robert
Molina).

Meanwhile, additional FTI professionals will be paid at these
hourly rates:

     Senior Managing Directors           $780-$895
     Directors/Managing Directors        $560-$745
     Consultants Senior Consultants      $280-$530
     Administrative/Paraprofessionals    $115-$230

The Debtors also have agreed to pay FTI a $1,250,000 completion
fee on the earliest to occur of (a) confirmation of a Chapter 11
plan of reorganization or liquidation; or (b) the sale of
substantially all of the Debtors' assets.

Prior to the Petition Date, the Debtors provided FTI with a
$350,000 retainer.

                       About Hostess Brands

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

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

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

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

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

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

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

An official committee of unsecured creditors has been appointed in
the case.


HOSTESS BRANDS: Stinson Morrison Okayed as Conflicts Counsel
------------------------------------------------------------
Hostess Brands sought and obtained the bankruptcy court's
permission to employ Stinson Morrison Hecker LLP as general
corporate and conflicts counsel.  Stinson has provided services to
the Debtors since 1979, including acting as local, corporate and
conflicts counsel in the Interstate Bakeries bankruptcy in 2004.

The Debtors anticipate that Stinson will render specific
assistance on certain matters in which Jones Day, the lead
bankruptcy counsel, has a conflict of interest, and general legal
services to the Debtors as needed throughout the course of the
Chapter 11 cases, including, without limitation, bankruptcy,
employee benefits, environmental, finance, general corporate,
intellectual property, labor and employment, litigation, mergers
and acquisitions, real estate, securities, and tax advice
consistent with Stinson's historical activities, including
Stinson's activities in the IBC Bankruptcy.

During calendar year 2011, Stinson was paid $901,587 by the
Debtors for services rendered.  On June 6, 2011, and Dec. 16,
2011, the Debtors provided Stinson with retainer deposits of
$25,000 and $75,000, respectively.  Stinson maintained the
Deposits as security for all services performed for Debtors,
including any services to be rendered in contemplation of or in
connection with these cases.  On Jan. 9, 2012, Stinson applied
$58,263 of the Deposits to fees and expenses incurred by Stinson
during December 2011.  On Jan. 10, 2012, Stinson applied the
balance of $41,736 for estimated fees and expenses for services
prior to the Petition Date in January 2012.

Paul M. Hoffmann, Esq. -- phoffmann@stinson.com -- a partner at
Stinson, attests that the firm neither holds nor represents an
interest materially adverse to the Debtors or their estates, and
that Stinson is a "disinterested person," as defined in section
101(14) of the Bankruptcy Code and as required by section 327(a)
of the Bankruptcy Code.

                       About Hostess Brands

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

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

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

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

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

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

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

An official committee of unsecured creditors has been appointed in
the case.


ICAHN ENTERPRISES: Moody's Assigns Ba3 Rating to $200MM Sr Notes
----------------------------------------------------------------
Moody's Investors Service has assigned a rating of Ba3 to $200
million of senior unsecured notes to be issued by Icahn
Enterprises L.P. (Icahn Enterprises, IEP) in the private placement
market. The notes are scheduled to mature in January 2018 and the
proceeds will be used for general corporate purposes. The outlook
on Icahn's ratings is stable.

RATINGS RATIONALE

The debt offering from Icahn Enterprises follows a $500 million
debt transaction with the same maturity and a $500 million equity
rights offering earlier this month.

The net effect of the equity and debt transactions is credit
neutral to Icahn's credit profile. Although there is an increase
in absolute leverage, the transactions improve the company's
liquidity position. While the debt issuance elevates the holding
company's overall leverage to $3.75 billion from $3.05 billion at
the end of September 30, 2011, the pro-forma impact on its total
debt/EBITDA and interest coverage ratios is relatively modest. As
a result of the transactions, Icahn's liquidity position has
improved as Moody's expects the company to retain a substantial
portion of the debt proceeds on the balance sheet of the holding
company. Moody's expects holding company cash to well exceed $1.0
billion throughout 2012 compared to $439 million at 9/30/2011. In
addition to cash on hand at the holding company, Icahn Enterprises
had approximately $ 3.1 billion interest at year-end 2011 in its
investment funds, which consist primarily of marketable
securities. Moody's notes that Icahn's liquidity position may
fluctuate significantly given its business strategy to move
quickly on potentially large acquisitions if it perceives
opportunity to increase shareholder value.

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

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

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

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

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

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


INNOLOG HOLDINGS: Engages RBSM LLP as New Accountants
-----------------------------------------------------
Innolog Holdings Corporation engaged RBSM LLP as its independent
registered public accounting firm for the Company's fiscal year
ended Dec. 31, 2011.  The decision to engage RBSM as the Company's
independent registered public accounting firm was approved by the
Company's Board of Directors.

During the two most recent fiscal years and through the Engagement
Date, the Company has not consulted with RBSM regarding either:

    (1) the application of accounting principles to any specified
        transaction, either completed or proposed, or the type of
        audit opinion that might be rendered on the Company's
        financial statements, and neither a written report was
        provided to the Company nor oral advice was provided that
        RBSM concluded was an important factor considered by the
        Company in reaching a decision as to the accounting,
        auditing or financial reporting issue; or

    (2) any matter that was either the subject of a disagreement
        (as defined in paragraph (a)(1)(iv) of Item 304 of
        Regulation S-K and the related instructions thereto) or a
        reportable event (as described in paragraph (a)(1)(v) of
        Item 304 of Regulation S-K).

                      About Innolog Holdings

Fairfax, Virginia-based Innolog Holdings Corporation is a holding
company designed to make acquisitions of companies in the
government services industry.  The Company's first acquisition,
Innovative Logistics Techniques, Inc., is a solutions oriented
provider of logistics services primarily to agencies of the U.S.
government, but also to state and local agencies and to private
businesses.

The Company reported a net loss of $5.79 million on $5.81 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $2.81 million on $5.93 million of revenue for the period
from March 23, 2009, through Dec. 31, 2009.

The Company's balance sheet at June 30, 2011, showed $742,496 in
total assets, $10.02 million in total liabilities, all current,
and a $9.27 million total stockholders' deficiency.

As reported by the TCR on May 26, 2011, Spector & Associates, LLP,
inPasadena, California, expressed substantial doubt about the
Company's ability to continue as a going concern.


JACUZZI BRANDS: Moody's Lowers Corporate Family Rating to 'Caa2'
----------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating of Jacuzzi Brands Corporation (Jacuzzi) to Caa2 from Caa1
and affirmed its probability of default rating at Caa2. The rating
outlook is stable.

These ratings were downgraded:

Corporate family rating (CFR) to Caa2 from Caa1;

$167 million senior secured first lien term loan B due 2014 to
Caa2 (LGD3, 48%) from B3 (LGD2, 27%); and

$15 million synthetic letter of credit facility due 2014 to Caa2
(LGD3, 48%) from B3 (LGD2, 27%).

This rating was affirmed:

Probability of Default rating at Caa2.

RATINGS RATIONALE

The downgrade of the CFR to Caa2 reflects Jacuzzi's high leverage
and nearing debt maturities, which include its asset based lending
facilities (ABL) maturity in February 2013 and term loan
maturities in November 2013 and February 2014. While Moody's views
Jacuzzi's maturity profile as a limitation on its liquidity, the
availability on its asset based lending facilities and its
covenant-lite debt structure should support its operational cash
needs through the maturity and extension of its ABL facilities. In
addition, the ratings and stable outlook also take into
consideration Moody's expectation that global business conditions
will remain challenging, particularly in Europe, and that weak
consumer discretionary spending levels will continue to weigh on
Jacuzzi's operating performance. However, Moody's expects recent
restructuring activities as well as improving economic conditions
in the US to support modest earnings growth in the near term.

The downgrade of the term loans to Caa2 reflect Moody's
expectation of an average overall family recovery rate of 50% in
the event of default.

A ratings upgrade is not likely prior to the refinancing of
upcoming maturities. However, positive ratings momentum could
surface if Jacuzzi's earnings were to improve resulting in free
cash flow generation and reduction in debt-to-EBITDA below 7.0x on
a sustainable basis. While not expected in the near term given the
stable outlook, the ratings could be downgraded if the company
were to default on its existing debt through either a distressed
exchange or missed interest of principal payment.

The principal methodology used in rating Jacuzzi Brands
Corporation 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.

Jacuzzi Brands Corporation, headquartered in Chino Hills,
California, is a leading global producer of premium branded water
therapy and water comfort products for the residential remodeling
and construction markets. Affiliates of Apollo Global Management,
LLC remain major investors in Jacuzzi following the
recapitalization.


JC 2020: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: JC 2020 Corp
        748 N. Hudson Avenue, #8
        Los Angeles, CA 90038
        Tel: (213) 905-0054

Bankruptcy Case No.: 12-12893

Chapter 11 Petition Date: January 26, 2012

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Debtor's Counsel: James Mortensen, Esq.
                  SOCAL LAW GROUP, PC
                  8 Corporate Park, Suite 300
                  Irvine, CA 92606
                  Tel: (949) 231-7232
                  Fax: (815) 301-9113
                  E-mail: pimmsno1@aol.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 four largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb12-12893.pdf

The petition was signed by Benjamin An, president.


JEWISH COMMUNITY: Can Hire Broege Neumann as Attorneys
------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized Jewish Community Center of Greater Monmouth County to
employ Broege, Neumann, Fischer & Shaver, LLC, as attorneys.

The Debtor will pay Broege Neumann based on the firm's hourly
rates:

            Timothy P. Neumann   $500
            Peter J. Broege      $450
            Frank Fischer        $375
            David E. Shaver      $375
            Danielle Maschuci    $325
            Paralegals            $90

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

The firm can be contacted at:

         Timothy P. Neumann, Esq.
         BROEGE, NEUMANN, FISCHER & SHAVER
         25 Abe Voorhees Drive
         Manasquan, NJ 08736
         Tel: (732) 223-8484
         E-mail: tneumann@bnfsbankruptcy.com

                      About Jewish Community

Headquartered in Deal Park, New Jersey, Jewish Community Center Of
Greater Monmouth County, A Not-For-Profit Corporation --
http://jccmonmouth.org/-- offers services, programs, events,
activities, and facilities to Jewish families and individuals in
Monmouth County.

Jewish Community filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 11-44738) on Dec. 5, 2011.  Judge Michael B. Kaplan
presides over the case.  Timothy P. Neumann, Esq., at Broege,
Neumann, Fischer & Shaver, serves as the Debtor's bankruptcy
counsel.  According to its petition, the Debtor estimated
assets of $10 million to $50 million and debts of $1 million to
$10 million.


KM ASSOCIATES: Files for Chapter 11 in Charleston
-------------------------------------------------
KM Associates, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. W.Va. Case No. 12-bk-20041) on Jan. 30, 2012.  The Debtor, a
Single Asset Real Estate under 11 U.S.C. Sec. 101 (51B), disclosed
assets of $17.3 million and liabilities of $26.5 million.

The Debtor owns real estate and the Shops at Kanawha Mall located
at 5707 MacCorkle Avenue, in Charleston, West Virginia.  The
property is valued at $21.4 million.  The property serves as
collateral on a $17 million debt to Thistle Financial Group, LLC.
Thistle also has a $4.434 million unsecured cliam.

Court filings indicate that the Debtor has tapped Gianola, Barnum,
Wigal & London, LC as counsel and Brian Riffle of CFO Strategies
as accountant.  Aside from applications to hire those
professionals, KM has filed motions to assume a Traveler's
Insurance Contract and a motion to use cash collateral.


KM ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: KM Associates, LLC
        5707 MacCorkle Avenue
        Charleston, WV 25387

Bankruptcy Case No.: 12-20041

Chapter 11 Petition Date: January 30, 2012

Court: U.S. Bankruptcy Court
       Southern District of West Virginia (Charleston)

Judge: Ronald G. Pearson

Debtor's Counsel: David M. Jecklin, Esq.
                  GIANOLA, BARNUM, WIGAL & LONDON L.C.
                  1714 Mileground
                  Morgantown, WV 26505
                  Tel: (304) 291-6300
                  Fax: (304) 291-6307
                  E-mail: djecklin@gbwlaw.net

Scheduled Assets: $17,292,000

Scheduled Liabilities: $26,520,684

The petition was signed by Donald S. Simpson, managing member.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Thistle Financial Group, LLC       Mortgage             $4,434,420
401 Depot Street
Latrobe, PA 15650

ERECT Fund II/Equity               Equity Investment    $1,719,720
c/o Dave Mordan
P.O. Box 520
Johnstown, PA 15907

ERECT Fund II/Equity               Equity Investment      $859,859
c/o Dave Mordan
P.O. Box 520
Johnstown, PA 15907

Donald S. Simpson                  Equity Investment      $712,500
239 Main Street, 5th Floor
Johnstown, PA 15901

Highmark Specialty R/E Trust       Trade Debt             $261,427
c/o Dave Mordan
P.O. Box 520
Johnstown, PA 15907

South Charleston Electric Co.      Trade Debt             $241,830

Marvin W. Masters, Esq.            --                     $200,000

Kanawha Co. Sheriff's Tax Office   Property Tax           $185,096

RC General Contractors             Trade Debt             $134,314

Rock Branch Mechanical             Trade Debt             $132,879

Agsten Construction                Trade Debt             $111,000

Tri State Roofing & Sheet Metal    Trade Debt              $79,613
Co.

Raynes and Sons Excavation, LLC    Trade Debt              $60,000

Robinson & Son Plumbing & Heating, Trade Debt              $56,653
Inc.

Lee O. Hill                        Equity Investment       $55,588

Thomas E. Potter                   Equity Investment       $55,588

Frank A. Baer, II                  Equity Investment       $55,255

Associated Architects, Inc.        Trade Debt              $47,900

Prizm Painting                     --                      $42,179

Brewer and Company of WV, Inc.     Trade Debt              $32,424


KMART CORP: Calif. Ct. Vacates Plan Discharge Over Scant Record
---------------------------------------------------------------
The Court of Appeals of California, Second District, Division
Five, held that the April 22, 2003 approval of Kmart Corp.'s
reorganization plan cannot discharge asbestos plaintiffs' tort
claims.  The appellate court thus reversed a trial court's
demurrer dismissal, which is premised on the conclusion the
reorganization plan is enforceable against the plaintiffs.

"We emphasize the narrow nature of our ruling," the state appeals
court said.  "We merely hold [Kmart] has failed to demonstrate, at
the demurrer stage, that the April 22, 2003 approval of the
reorganization plan bars all of the first amended complaint's
claims.  And we reach our decision based on the limited record of
bankruptcy proceedings provided by [Kmart]."

Martin Flores was exposed to asbestos in 1989 while performing
construction work in a store operated by Kmart Corporation. On
some unspecified date, Mr. Flores sustained malignant
mesothelioma. On June 19, 2008, Mr. Flores died of malignant
mesothelioma. His wife, Rachel Flores, and their two children,
Adrian and Christian, filed a wrongful death action on Dec. 17,
2008.  The first amended complaint does not allege when Mr. Flores
became aware he was ill. There is no evidence Mr. Flores' identity
or illness was reasonably ascertainable by defendant prior to the
approval of Kmart's reorganization plan.

Kmart and 37 affiliates filed Chapter 11 bankruptcy petitions in
January 2002.  It won confirmation of a joint reorganization plan
in April 2003.  The Confirmation Order discharged all known and
unknown claims against Kmart.

Kmart contends the Confirmation Order approving the reorganization
plan and discharge order bars Mr. Flores' family from recovering
damages resulting from his alleged asbestos exposure. The parties
posit two controlling issues. First, defendant argues that the
unliquidated, contingent or unmatured damage claims were
discharged by the April 22, 2003 approval of the reorganization
plan and discharge order. Second, plaintiffs argue the discharge
order violates their Fourteenth Amendment due process rights as
there is no evidence they received notice of the potential
approval of the reorganization plan.

The appellate case is, RACHEL FLORES et al., Plaintiffs and
Appellants, v. KMART CORPORATION, Defendant and Respondent, No.
B229109 (Calif. App. Ct.).  A copy of the Jan. 25, 2012 ruling is
available at http://is.gd/Y8TKIIfrom Leagle.com.

The Arkin Law Firm, Sharon J. Arkin; Clapper, Patti, Schweizer &
Mason, Jack K. Clapper, Steven J. Patti, Christine A. Renken;
Farrise Firm and Simona A. Farrise argue for the Plaintiffs and
Appellants.

Pond North, Frank D. Pond, Previn A. Wick and Anosheh Azarmsa
argue for Kmart.

                            About Kmart

Retailer 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.


LAST MILE: Can Continue Using M&T Bank Cash Until March 5
----------------------------------------------------------
On Jan. 27, 2012, the U.S. Bankruptcy Court for the Southern
District of New York, entered a fourth interim order authorizing
Last Mile, Inc., to continue using cash collateral of
Manufacturers and Traders Trust Company for the period from Dec.
15, 2011, through March 5, 2012, 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.  A copy of the fourth
interim order is available for free at:

           http://bankrupt.com/misc/lastmile.doc79.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.


LAST MILE: Taps SSG Capital as Exclusive Investment Banker
----------------------------------------------------------
Last Mile Inc. asks the U.S. Bankruptcy Court for the Southern
District of New York for permission to employ SSG Capital
Advisors, LLC, as exclusive investment banker to the Debtor.

SSG will provide investment banking services for (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 capital;
and (iii) the restructuring of the balance sheet of the Company.

SSG's engagement will remain in force until the earlier of (a) the
closing of a Transaction and (b) twelve (12) months and is
terminable on thirty days written notice thereafter.

The Debtor believes that the services will not duplicate the
services that other professionals will be providing the Debtor in
this case.  Specifically, SSG will carry out unique functions and
will use reasonable efforts to coordinate with the Debtor and
other professionals retained to avoid the unnecessary duplication
of services.

SSG will be compensated and reimbursed as follows:

a. Initial Fee. Upon Court approval of the Application, the Debtor
will pay SSG an initial fee of $10,000.

b. Monthly Fees. Monthly fees of $10,000 per month beginning on
Feb. 20, 2012, and payable on the 20th of each month thereafter
during the Engagement Term.  The first three Monthly Fees, to the
extent paid, will be credited to the Transaction Fees at closing
of any transaction.

c. Sale Fee. Upon the consummation of a Sale Transaction, the
Debtor will pay SSG a fee, payable in cash, in federal funds via
wire transfer or certified check, at, and as a condition of,
closing of such transaction, equal to the greater of
(a) $400,000 or (b) 4.0% of Total Consideration.

d. Financing Fee. Upon the first closing of a Financing, with any
financing source, the Debtor will pay SSG a fee, payable in cash,
in federal funds via wire transfer or certified check at and as a
condition of closing of such Financing, equal to $400,000.

e. Restructuring Fee.

   (i) Upon the closing of a Restructuring, through a confirmed
       plan of reorganization in its Chapter 11 bankruptcy
       proceeding or, any other form of Restructuring, the Debtor
       will pay SSG a fee payable in cash, in federal funds via
       wire transfer or certified check, at, and as a condition of
       closing of such transaction, equal to $400,000.

  (ii) In the event that a Restructuring is approved in writing by
       the Company's Board of Directors within the first 90 days
       following the date of the Agreement, then the restructuring
       Fee will be $300,000, not $400,000.

The Debtor believes that SSG is a "disinterested person," as
defined in Section 101(14) of the Bankruptcy Code and as required
by Section 327(a) of the Bankruptcy Code.

A complete text of employment application is available at no
charge at http://bankrupt.com/misc/lastmile.doc75.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.


LAST MILE: Wants Plan Filing Period Extended Until June 8
---------------------------------------------------------
Last Mile Inc. asks the U.S. Bankruptcy Court for the Southern
District of New York to extend its exclusive periods during which
it has the exclusive right to file a plan and to solicit
acceptances of any such plan through and including June 8, 2012,
and Aug. 7, 2012, respectively.

The Debtor tells the Court that it has been working diligently
with all parties-in-interest to stabilize the businesses following
the Petition Date, operate in the ordinary course of business and
explore restructuring options.  According to the Debtor, these
tasks, along with the Debtor's efforts related to the use of cash
collateral, have required most of the Debtor's time and efforts to
date, and have prevented the Debtor from formulating a plan.

This is the Debtor's first request for an extension of its
Exclusive Periods.

                          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.


LEE ENTERPRISES: Chapter 11 Process Concluded Jan. 30
-----------------------------------------------------
Lee Enterprises, Incorporated has implemented comprehensive
refinancing agreements.

The refinancing extends the maturities of Lee's borrowings to
December 2015 and April 2017 and included the issuance of
6,743,640 shares of Lee Common Stock, amounting to dilution of
approximately 13% in the base of outstanding shares.
Implementation required a voluntary, prepackaged Chapter 11
process that successfully concluded on Jan. 30, 2012.

A copy of the confirmation Order dated Jan. 23, 2012, is available
for free at http://is.gd/sxnPnv

A copy of the 2nd Amended Joint Prepackaged Plan of Reorganization
is available for free at http://is.gd/Ngf8wZ

                       About Lee Enterprises

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

Lee Enterprises and certain of its affiliates filed for chapter 11
protection (Bankr. D. Del. Lead Case No. 11-13918) on Dec. 12,
2011, with a prepackaged plan of reorganization.  The Debtor
selected Young Conaway Stargatt & Taylor LLP as co-counsel; The
Blackstone Group as Financial and Asset Management Consultant; and
The Garden City Group Inc. as claims, noticing and balloting
agent.  The Debtor disclosed total assets of $1.15 billion and
total liabilities of $1.25 billion at Sept. 25, 2011.

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

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

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


LIBERTY CAPITAL: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Liberty Capital Funding, LLC
        7755 Center Avenue, Suite 1100
        Huntington Beach, CA 92647

Bankruptcy Case No.: 12-11033

Chapter 11 Petition Date: January 26, 2012

Court: U.S. Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Steven B. Lever, Esq.
                  LAW OFFICES OF STEVEN B. LEVER
                  One World Trade Center, Suite 1860
                  Long Beach, CA 90831-1860
                  Tel: (562) 436-5456
                  Fax: (562) 366-2630
                  E-mail: sblever@leverlaw.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/cacb12-11033.pdf

The petition was signed by Michael G. Nichols, managing member.


LIBERTY CONSTELLATION: Case Summary & Creditors List
----------------------------------------------------
Debtor: Liberty Constellation Corporation
          aka Liberty Constellation Corp
        4302 Santa Rosa Avenue
        Santa Rosa, CA 95407

Bankruptcy Case No.: 12-10215

Chapter 11 Petition Date: January 27, 2012

Court: U.S. Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Lawrence A. Jacobson, Esq.
                  LAW OFFICES OF COHEN AND JACOBSON
                  900 Veterans Boulevard, #600
                  Redwood City, CA 94063
                  Tel: (650) 261-6280
                  E-mail: laj@jacobsonattorneys.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 six largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/canb12-10215.pdf

The petition was signed by Robert Falche, president.


LIONS GATE: S&P Lifts Corp. Credit Rating to 'B'; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on British Columbia-domiciled and Santa Monica, Calif.-
headquartered Lions Gate Entertainment Corp. and its guaranteed
subsidiary, Lions Gate Entertainment Inc., to 'B' from 'B-'. "We
also removed the rating from CreditWatch, where it was placed with
positive implications on Jan. 19, 2012, in response to Lions
Gate's acquisition of Summit Entertainment LLC. The rating outlook
is stable," S&P said.

"In conjunction with the upgrade, we raised our issue-level rating
on Lions Gate's second-lien notes to 'B' (at the same level as our
'B' corporate credit rating on the company) from 'B-'. The
recovery rating on the second-lien notes remains unchanged at '4',
indicating our expectation of average (30% to 50%) recovery for
noteholders in the event of a payment default," S&P said.

"In addition, we assigned Summit Entertainment LLC our 'B'
corporate credit rating with a stable outlook," S&P said.

"At the same time, we assigned Summit's new $500 million term loan
due 2016 an issue-level rating of 'B+' (one notch higher than the
'B' corporate credit rating) with a recovery rating of '2',
indicating our expectation of substantial (70% to 90%) recovery
for lenders in the event of a payment default by Summit. Lions
Gate does not guarantee Summit's debt," S&P said.

"The upgrade reflects the modest improvement in Lions Gate's
ranking among film studios as a result of the Summit acquisition
and our view that the addition of Summit's Twilight movies to
Lions Gate's movie franchises will strengthen the company's film
library over the long run," said Standard & Poor's credit analyst
Deborah Kinzer. "The stable outlook reflects our expectation that
Summit's film franchises will help improve the company's financial
performance and market position, although earnings and cash flow
will still fluctuate depending on the timing and success of new
releases."

"Our rating on Lions Gate reflects the consolidated company's
'weak' business risk profile (based on our criteria). Pro forma
for the Summit acquisition, the company would have ranked seventh
in domestic box office in 2011, with a 5.8% share. In our view,
the acquisition modestly improves Lions Gate's business risk
profile, which we previously regarded as 'vulnerable.' The
acquisition increases the company's creative capabilities and
could add to its leverage over exhibitors if stronger
intermediate-term film performance continues over the long term.
Still, the company remains subject to the volatile nature of cash
flows in the film industry, and releasing new films requires
formidable upfront cash payments," S&P said.

"The financial risk profile of the consolidated company is 'highly
leveraged,' in our view. Although the pro forma ratio of lease-
adjusted debt (including film financing obligations) to EBITDA was
in the high-4x area as of Sept. 30, 2011, we expect leverage to
rise to the double digits over the balance of the company's fiscal
year ending March 31, 2012. This is because EBITDA will decline as
Summit and Lions Gate record high print and advertising costs for
'Twilight: Breaking Dawn 1' and 'Hunger Games,' notwithstanding
cost savings. We also expect pro forma discretionary cash flow to
be negative for the fiscal year ending March 31, 2012 (fiscal
2012), mainly because of the high upfront cash investments for
these two films," S&P said.


LOS ANGELES DODGERS: Received 10 Initial Offers
-----------------------------------------------
The Los Angeles Dodgers received 10 qualified bids by last week's
initial deadline, The Wall Street Journal reported, based on
unidentified people familiar with the process.  Multiple bids
exceeded $1 billion, the Journal said.  Once the top offer is
identified, there will be an April 13 confirmation hearing for
approval of the Dodgers' Chapter 11 plan.  The buyer can either
acquire stock or assets.  The sale must be completed by April 30
to comply with a settlement with the commissioner of Major League
Baseball.

                    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.


LPATH INC: Temporarily Suspends Dosing of iSONEP
------------------------------------------------
Lpath, Inc., has temporarily suspended dosing patients in its
PEDigree and Nexus trials.  In these trials, iSONEP is being
tested as a treatment for wet AMD (Nexus) and a related
complication called Pigmented Epithelial Detachment (PEDigree).

The Company has taken this action because it learned from the FDA
that the Company's fill/finish contractor, Formatech, Inc., was
not in compliance with FDA's current Good Manufacturing Practice
(cGMP) requirements during the period that the iSONEP clinical
vials were filled.  Accordingly, even though Lpath believes it has
taken appropriate steps to oversee Formatech's manufacturing in
order to ensure product quality, it has suspended dosing as a
precaution to ensure the continued safety of all patients in its
clinical trials.

iSONEP was well tolerated by all patients in the Phase 1 trial and
by all patients thus far in the PEDigree and Nexus trials.  The
company has received no claims raising safety concerns regarding
iSONEP.

Lpath has initiated the process to manufacture additional drug
substance and has identified an alternate fill/finish contractor.
Lpath plans to resume dosing in both clinical trials within four
to six months subject to any necessary regulatory approvals.  The
FDA has agreed to respond within 30 days upon Lpath's request to
reinstate dosing.

Scott Pancoast, Lpath's president and chief executive officer,
commented: "While we are disappointed to learn about these FDA
concerns, we believe this issue does not affect the prospects for
value creation by our PEDigree and Nexus studies."

"We continue to expect that the resolution of RPE detachments that
we saw in each of the two patients in our Phase 1 trial will be
repeated in our PEDigree study, and that the significant
reductions in lesion size that we also saw in the Phase 1 trial
will be repeated in the Nexus study," added Pancoast.

                         About Lpath, Inc.

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

The Company reported a net loss of $4.60 million on $7.83 million
of total revenues for the year ended Dec. 31, 2010, compared with
net income of $3.98 million on $11.91 million of total revenues
during the prior year.

As reported by the TCR on March 28, 2011, Moss Adams LLP, in San
Diego, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern after auditing the
Company's financial statements at the end of 2009.  The
independent auditors noted that the Company had incurred
significant cash losses from operations since inception and
expects to continue to incur cash losses from operations in 2010
and beyond.  In its audit report for 2010, the auditor did not
issue a going concern qualification.

The Company's balance sheet at Sept. 30, 2011, showed
$20.04 million in total assets, $15.61 million in total
liabilities, and $4.42 million in total stockholders' equity.


LPATH INC: Ailsa Craig Trust Discloses 8.1% Equity Stake
--------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Ailsa Craig Trust and Michael Svensson, as Trustee of
the Ailsa Craig Trust, disclosed that as, of Nov. 4, 2011, they
beneficially own 4,900,000 shares of common stock of Lpath, Inc.,
representing 8.1% of the shares outstanding.  A full-text copy of
the filing is available for free at http://is.gd/A2aCth

                         About Lpath, Inc.

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

The Company reported a net loss of $4.60 million on $7.83 million
of total revenues for the year ended Dec. 31, 2010, compared with
net income of $3.98 million on $11.91 million of total revenues
during the prior year.

As reported by the TCR on March 28, 2011, Moss Adams LLP, in San
Diego, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern after auditing the
Company's financial statements at the end of 2009.  The
independent auditors noted that the Company had incurred
significant cash losses from operations since inception and
expects to continue to incur cash losses from operations in 2010
and beyond.  In its audit report for 2010, the auditor did not
issue a going concern qualification.

The Company's balance sheet at Sept. 30, 2011, showed
$20.04 million in total assets, $15.61 million in total
liabilities, and $4.42 million in total stockholders' equity.


MARKET 52: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Market 52, Inc.
          dba Premier Pacific Trading
        P.O. Box 8050
        Visalia, CA 93290

Bankruptcy Case No.: 12-10694

Chapter 11 Petition Date: January 27, 2012

Court: U.S. Bankruptcy Court
       Eastern District of California (Fresno)

Judge: W. Richard Lee

Debtor's Counsel: T. Scott Belden, Esq.
                  KLEIN, DENATALE, GOLDNER, COOPER, ROSENLIEB &
                  KIMBALL, LLP
                  4550 California Avenue, 2nd Floor
                  Bakersfield, CA 93309-1172
                  Tel: (661) 395-1000

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

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

The Company's list of its 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/caeb12-10694.pdf

The petition was signed by Jerald Downs, president.


MCCLATCHY CO: To Relocate Newspaper Operations to Florida
---------------------------------------------------------
The Miami Herald Media Company, a wholly-owned subsidiary of The
McClatchy Company, entered into a contract to purchase
approximately 6.1 acres of land located in Doral, Florida, for
approximately $3.1 million.  MHMC and McClatchy intend to build a
new production facility containing approximately 119,000 square
feet on this site for MHMC's Miami Herald and El Nuevo Herald
newspaper operations.  McClatchy executed a joinder to the
Purchase Agreement for certain indemnification obligations of MHMC
thereunder.  In addition, on Jan. 24, 2012, MHMC entered into a
lease agreement pursuant to which it will lease a two-story office
building containing approximately 158,000 square feet adjacent to
the New Production Facility, which will house all of The Miami
Herald and El Nuevo Herald's business and news operations.  The
New Site encompasses an aggregate of approximately 15 acres.  The
lease on the Office Building is a "triple net" operating lease
with initial annual base lease payments of $1.8 million beginning
in May 2013 when the Office Building is expected to be occupied.
McClatchy has entered into a guaranty in favor of the lessor under
the Lease to guarantee the obligations of MHMC thereunder.  MHMC
plans to relocate the operations of The Miami Herald and El Nuevo
Herald from their current location to the New Site in May 2013
and, in connection therewith, expects to incur additional expenses
over the next 16 months.

Total costs related to relocating the newspapers' operations and
for constructing the New Production Facility, including the
purchase of the property, construction costs, accelerated
depreciation, and moving expenses is estimated to be $57 million.
This total includes $12 million of accelerated depreciation on
existing assets expected to be retired or decommissioned,
including two of the five existing presses.  These costs will be
incurred over the next 16 months.  McClatchy expects an estimated
$25 million, including the $12 million of accelerated
depreciation, to be expensed over the 16 months and the remaining
costs, approximately $32 million, to be capitalized.  McClatchy is
entitled to reimbursement of $6 million of these total costs from
an escrow account established for that purpose by Bayfront 2011
Property LLC under the terms of that certain Purchase and Sale
Agreement dated May 26, 2011, pursuant to which McClatchy and its
subsidiary Richwood, Inc., sold MHMC's existing headquarters
located at One Herald Plaza, Miami, Florida, to Bayfront.

                    About The McClatchy Company

Sacramento, Calif.-based The McClatchy Company  (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local websites in each of its
markets which extend its audience reach.  The websites offer users
comprehensive news and information, advertising, e-commerce and
other services.  Together with its newspapers and direct marketing
products, these interactive operations make McClatchy the leading
local media company in each of its premium high growth markets.
McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The Company's balance sheet at Sept. 25, 2011, showed
$2.98 billion in total assets, $2.76 billion in total liabilities
and $214.83 million stockholders' equity.

                           *     *     *

In February 2010, Moody's Investors Service upgraded The McClatchy
Company's Corporate Family Rating to Caa1 from Caa2, Probability
of Default Rating to Caa1 from Caa2, and senior unsecured and
unguaranteed note ratings to Caa2 from Caa3, concluding the review
for upgrade initiated on January 27, 2010.  The upgrades reflect
McClatchy's improved liquidity position and reduced near-term
default risk following completion of the company's refinancing,
and its ability to stabilize EBITDA performance through
significant cost reductions.  The rating outlook is stable.

In the May 12, 2011, edition of the TCR, Standard & Poor's Ratings
Services lowered its corporate credit rating on Sacramento,
Calif.-based The McClatchy Co. to 'B-' from 'B'.  "The downgrade
reflects our expectation that continued declines in advertising
revenues will outweigh the company's cost reduction measures,
resulting in steadily rising debt leverage over the intermediate
term despite some modest debt reduction that will likely occur
over the near term," said Standard & Poor's credit analyst Harold
Diamond.  The 'B-' corporate credit rating on Sacramento, Calif.-
based McClatchy reflects Standard & Poor's expectation that
advertising revenues will decline at a high-single-digit% rate in
2011, and EBITDA will fall at a mid-double-digit pace.

As reported by the Troubled Company Reporter on Feb. 8, 2011,
Fitch Ratings has upgraded the Issuer Default Rating of the
McClatchy Company to 'B-'.  The Rating Outlook is Stable.  The
revenue declines endured by McClatchy in 2010 were materially
lower than Fitch's expectation.  Fitch had modeled declines in the
mid-teens versus actual declines in the mid-single digits.  While
Fitch expected the company to focus on cost containment, the
company's success exceeded Fitch expectations.  Fitch had expected
EBITDA to decline more than 10% versus actual EBITDA growth in the
mid-single digits.  As a result absolute debt and leverage were
better than Fitch expectations.  Fitch estimates 2010 year end
gross unadjusted leverage of approximately 4.7 times.  Fitch
expects the company will be able to meet its pension funding
obligations and satisfy all of its maturities up to and including
its senior unsecured notes due in 2014 ($169 million balance as of
Sept. 30, 2010).  Also, Fitch does not expect McClatchy will have
any issues meeting its credit agreement financial covenants (under
both Fitch's base and stress cases)


MERUELO MADDUX: SARE Provisions Apply to Related Real Estate
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in San Francisco ruled on
Jan. 27 that a company that owns one real estate property is
subject to the single-asset real estate provisions of the
Bankruptcy Code even if the company is part of a larger enterprise
that owns multiple properties.

Mr. Rochelle relates that the case involved one of the 53
subsidiaries of Meruelo Maddux Properties Inc.  The subsidiary in
question owned a 92-unit apartment project.  The secured lender
lost in bankruptcy court when the judge ruled that the so-call
SARE provisions didn't apply.  If they did, the lender would have
been allowed to foreclose three months after bankruptcy under
Section 362(d)(3) of the Bankruptcy Code unless the company could
show a reasonable possibility of confirming a plan within a
reasonable time.  The district court reversed, saying the SARE
provisions applied.  The subsidiary appealed to the Ninth Circuit,
where the argument was made that the appeal was moot because a
Chapter 11 plan had been approved in the meantime.

According to the report, Circuit Judge Ronald M. Gould, writing
the opinion for the three-judge panel, declined to dismiss the
appeal as moot because the question "is capable of repetition yet
evading review."  On the merits of the case, Judge Gould said the
plain language of the statute gives no basis for a "single
enterprise" exception to the SARE rule.  It didn't matter, he
said, that the companies had centralized management, swept all
income into a concentration account, filed consolidated tax
returns and filed consolidated financial statements.

Judge Gould said the SARE provisions might not apply if there were
evidence that the subsidiary provided services to affiliates for
which it was paid. Or, SARE might not apply if the subsidiary had
investments in affiliates for which it received income.

                       About Meruelo Maddux

Meruelo Maddux and its affiliates filed for Chapter 11 protection
(Bankr. C.D. Calif. Lead Case No. 09-13356) on March 26, 2009.
John N. Tedford, IV, Esq., and Enid M. Colson, Esq., at Danning
Gill, Diamond & Kollitz, LLP, in Los Angeles, represent the
Debtors in their restructuring effort.  The Debtors' financial
condition as of Dec. 31, 2008, showed $681,769,000 in assets and
$342,022,000 of debts.

FTI Consulting, Inc., serves as the Debtors' financial advisors,
Ernst & Young as independent auditors and tax advisors, DLA Piper
LLP (US) as special securities and litigation counsel, and Waldron
& Associates, Inc. as real estate appraiser.

The U.S. Trustee appointed an official committee of unsecured
creditors and a separate official shareholders' committee in the
case.  SulmeyerKupetz, APC, serves as the Creditors Committee's
counsel and Kibel Green, Inc., as its financial advisor.  The
equity committee has sought to retain Ron Orr & Professionals,
Inc., Rodiger Law Office, and Jenner & Block as counsel, and Kibel
Green, Inc. as its financial advisor.  The Debtors have hired
Kurtzman Carson Consultants as solicitation and balloting agent.

The Debtors; Legendary Investors Group No. 1, LLC, and East West
Bank; and Charlestown Capital Advisors, LLC and Hartland Asset
Management Corporation have proposed rival reorganization plans in
the case.  In mid-January 2011, the Debtors struck a deal with the
Legendary Group to drop the group's competing plan.

Legendary Investors Group No. 1, LLC, is represented in the case
by Jeremy V. Richards, Esq., and Jeffrey W. Dulberg, Esq., at
Pachulski Stang Ziehl & Jones LLP; and Surjit P. Soni, Esq., at
The Soni Law Firm.  East West Bank is represented by Curtis C.
Jung, Esq., and Monica H. Lin, Esq., at Jung & Yuen, LLP, and
Elmer Dean Martin III, Esq.

Charlestown Capital Advisors, LLC and Hartland Asset Management
Corporation are represented in the case by Christopher E. Prince,
Esq., Matthew A. Lesnick, Esq., and Andrew R. Cahill, Esq., at
Lesnick Prince LLP.

Charlestown Capital Advisors, LLC's and Hartland Asset Management
Corporation's plan of reorganization for MMPI and its subsidiaries
became effective July 26.  Under the Plan, Charlestown Capital
obtained control of the reorganized company.


MTL PUBLISHING: S&P Assigns 'B+' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to music publisher MTL Publishing (EMI). The rating
outlook is positive.

"At the same time, we assigned the company's proposed $75 million
revolving credit facility due 2017 and $1.05 billion term loan A
due 2018 a 'BB-' issue-level rating (one notch higher than the
corporate credit rating). We also assigned this debt a recovery
rating of '2', indicating our expectation of substantial (70% to
90%) recovery for lenders in the event of a payment default," S&P
said.

"EMI is being acquired for $2.2 billion by an investor group led
by Sony Corp. and Mubadala Development Co. The acquisition will be
funded with roughly $1.6 billion of debt and $790 million of
combined equity, with Sony and Mubadala each contributing 38%,"
S&P said.

"The 'B+' corporate credit rating and positive outlook reflect our
expectation that leverage, although likely to decline, will remain
high over the next two fiscal years because of restructuring
efforts, though liquidity should be adequate," said Standard &
Poor's credit analyst Michael Altberg.

"In addition, Sony/ATV, which will be administering the EMI
catalog, will provide near-term protection from restructuring cost
overruns. MTL's business risk profile is 'fair' (based on our
criteria), because of its relatively stable revenue provided by a
diverse mix of royalty streams, its high EBITDA margin, a highly
variable cost structure given its administration agreement, its
leading global market share, and an experienced management team
that is familiar with the asset. These factors moderately offset
the ongoing low- to mid-teens percentage declines in mechanical
physical royalties associated with CD sale declines, and the
potential for asset sales required by European antitrust
authorities. We view the company's financial profile as 'highly
leveraged,' given its pro forma adjusted debt to EBITDA ratio of
5.7x as of Sept. 30, 2011," S&P said.

"EMI Music Publishing is the second largest global music
publisher, with a market share of roughly 19%. Viewing it on a
combined basis with Sony/ATV would lead to a roughly 31% global
market share (before potential divestitures). Sony/ATV will be
administering the EMI catalog in exchange for 15% of net
publisher's share (NPS), or revenue less royalties owed to third
parties. As a result, we expect roughly $70 million in cost
synergies, as fixed costs at EMI will essentially be eliminated
and replaced with a 15% fee to Sony/ATV. We believe there are some
longer-term risks and uncertainties regarding the signing of new
writers. Although royalties and copyright ownership will be split
fifty-fifty between EMI and Sony/ATV for new writers, we assume
that relationships with song writers will be maintained at the
Sony/ATV level. Still, we believe Sony/ATV has a strong incentive
to grow the EMI catalog due to its equity investment, variable fee
structure, and long-term dividend opportunity," S&P said.


NATIONAL MUSEUM OF CATHOLIC ART: Files for Chapter 7 Liquidation
----------------------------------------------------------------
The National Museum of Catholic Art and History Inc. filed for
protection from creditors under Chapter 7 of the Bankruptcy Code
(Bankr. S.D.N.Y. Case No. 12-10331) on Jan. 27 in Manhattan.

Carla Main, substituting for Bloomberg News bankruptcy columnist
Bill Rochelle, reports that the museum, a tax-exempt organization
based in Manhattan, declared assets of less than $50,000 and
liabilities ranging between $1 million and $10 million.  The
museum closed in 2009 after five years in operation because of
"few visitors and mounting debt," the New York Times reported
May 17, 2010.


NAVISTAR INT'L: GAMCO Asset Discloses 3.65% Equity Stake
--------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, GAMCO Asset Management, Inc., and its affiliates
disclosed that, as of Jan. 20, 2012, disclosed that they
beneficially own 2,523,677 shares of common stock of Navistar
International Corporation 3.65% of the shares outstanding.  A
full-text copy of the filing is available for free at:

                       http://is.gd/WkhYCc

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet as of Oct. 31, 2011, showed $12.29
billion in total assets, $12.26 billion in total liabilities, $5
million in redeemable equity securities, and $23 million in total
stockholders' equity.

                           *     *     *

Navistar has a 'BB-/Stable/--' corporate credit rating from
Standard & Poor's and a 'B1' Corporate Family Rating and
Probability of Default Rating from Moody's Investors Service.

Moody's said in October 2010 that Navistar's B1 rating could
improve if the North American truck market remains on track for a
sustained recovery into 2011, and Navistar's operational
initiatives to moderate its vulnerability to the truck cycle show
evidence of taking hold.


NCOAT INC: Will Seek Approval of Amended Plan on March 8
--------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North
Carolina has approved the amended disclosure statement filed
Jan. 9, 2012, in support of nCoat, Inc., and its affiliates'
amended joint plan of reorganization dated Jan. 9, 2012.

The Court fixed Feb. 20, 2012, as the last day for filing written
acceptances or rejections of the Plan.

The Court also fixed Feb. 20, 2012, as the last day for filing
written objections to the Plan.

A hearing on Confirmation of the Plan will be held on March 8,
2012, at 9:30 a.m.

As reported in the TCR on Jan. 16, 2012, nCoat, Inc., the Plan of
orderly liquidation contemplates the distribution of the Net Sales
Proceeds to pay all Allowed Administrative Expenses incurred
through the Effective Date, Allowed Priority Unsecured Claims, and
Allowed Secured Claims of the Debtors, with any remaining Net
Sales Proceeds to be divided equally between the estates of the
Debtors and, after payment of Allowed Administrative Expenses
incurred after the Effective Date, distributed to unsecured
creditors in each case in accordance with the priorities
established by the Bankruptcy Code.  The Debtors do not anticipate
that any excess funds will be available from the subsidiary
estates to pay claims of creditors of nCoat.  If confirmed, a
claims review process regarding Allowed Claims is anticipated to
take approximately 180 days after the Confirmation Date.

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

                         About nCoat Inc.

nCoat, Inc., filed for Chapter 11 protection (Bankr. M.D.N.C. Case
No. 10-11512) on Aug. 16, 2010.  John A. Northen, Esq., and
Vicki L. Parrott, Esq., who have offices in Chapel Hill, North
Carolina, represent the Debtor.  The Debtor disclosed $1,375,746
in assets and $913,619,139 in debts.

Affiliates High Performance Coatings, Inc. (Bankr. M.D.N.C. Case
No. 10-11515); MCC, Inc., dba Jet Hot (Bankr. M.D.N.C. Case No.
10-11514); and nTech, Inc. (Bankr. M.D.N.C. Case No. 10-11513)
file separate Chapter 11 petitions on Aug. 16, 2010.

Julie B. Pape, Esq., and William B. Sullivan, Esq., at Womble
Carlyle Sandridge & Rice, PLLC, in Winston-Salem, N.C., represent
the Official Committee of Unsecured Creditors.

On Sept. 28, 2010, the Bankruptcy Court approved the sale
substantially all of the Debtors' assets to Fort Ashford Funds,
LLC, subject to higher and better bids at an auction.  No bids
were received by the Debtors other than the initial bid of
Fort Ashford.  The sale closed on Oct. 1, 2010.

After the Sale Date, the Debtors ceased all business operations,
paid all undisputed secured claims, assumed and assigned certain
executory contracts and unexpired leases to the designee of Fort
Ashford, and retained two employees to close the books and records
and wind up the business affairs of the Debtors.

The Debtors, prior to the Sale Date, specialized in nanotechnology
research, licensing, and the commercialization, distribution and
application of nano-structured as well as multiple non-nano
structured surface coatings.  The Debtors' specialized coatings
were used by the automotive, diesel engine, trucking, recreational
vehicle, motorcycle, aerospace and oil and gas industries for heat
management, corrosion resistance, friction reduction, bond
strength and appearance.


NEUROLOGIX INC: Taps Drs. During & Kaplitt as Merger Consultants
----------------------------------------------------------------
Neurologix, Inc., entered into separate letter agreements with Dr.
Matthew J. During and Dr. Michael G. Kaplitt in connection with
any merger, consolidation, reorganization or other business
combination.  Drs. During and Kaplitt are two of the Company's
scientific co-founders and members of its Scientific Advisory
Board.

The Letter Agreements amend the Consulting Agreements by and
between the Company and Drs. During and Kaplitt dated as of
Oct. 1, 1999, and April 25, 2005, respectively.

Under the terms of the Letter Agreements, Drs. During and Kaplitt
will no longer be entitled to compensation by the Company in the
form of annual retainers, but will receive as consideration in
lieu thereof an amount equal to 3.5% of the aggregate
consideration received by the Company or its stockholders.  Drs.
During and Kaplitt will not receive any other compensation for
their consulting services.

The Company also entered into a letter agreement with Reginald
Hardy, a director and vice president of the Company.  The Hardy
Letter Agreement amends, effective as of Jan. 23, 2012, that
certain letter agreement, dated as of Dec. 15, 2011, by and
between the Company and Reginald Hardy.

                       About Neurologix, Inc.

Fort Lee, N.J.-based Neurologix, Inc. (OTC Bulletin Board: NRGX)
-- http://www.neurologix.net/-- is a clinical-stage biotechnology
company dedicated to the discovery, development, and
commercialization of gene transfer therapies for serious disorders
of the brain and the central nervous system.  The Company's
current programs address such conditions as Parkinson's disease,
epilepsy, depression and Huntington's disease, all of which are
large markets not adequately served by current therapeutic
options.

The Company reported a net loss of $10.16 million on $0 of revenue
for the year ended Dec. 31, 2010, compared with a net loss of
$13.46 million on $0 of revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $4.96 million
in total assets, $13.62 million in total liabilities, and a
$8.66 million total stockholders' deficit.

BDO USA, LLP, in New York, raised substantial doubt about the
Company's ability to continue as a going concern.  BDO noted that
the Company has suffered recurring losses from operations, expects
to incur future losses for the foreseeable future and has
deficiencies in working capital and capital.


NEWPAGE CORP: Creditors Seek Refinancing, Acquisition Documents
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that NewPage Corp. unsecured creditors' committee, which
the papermaker says is "hopelessly out of the money," claims the
company has been stonewalling efforts to investigate a 2009
refinancing and the 2007 acquisition of Stora Enso North America
Inc.

According to the report, the committee contends extensive document
production is required given the April 4 deadline for challenging
validity of secured claims.  In papers filed last week with the
bankruptcy court in Delaware, the committee says the company
hasn't properly responded by producing document first requested in
November.  The committee scheduled a Feb. 7 hearing where the
bankruptcy judge will decide whether and to what extent the
creditors' panel is entitled to require the production of
documents.

NewPage previously said that any prospect for recovery by
unsecured creditors is "beyond remote."

                        About NewPage Corp.

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

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

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

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

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

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


NORTHGATE CROSSING: Court Dismisses Chapter 11 Case
---------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has granted the motion of Northgate Crossing LLC for the dismissal
of its Chapter 11 case.

As reported in the TCR on Dec. 23, 2011, the Bankruptcy Court
denied approval of the Disclosure Statement explaining the
proposed Plan which provided for payment in full of all claims,
including the claim of One West Bank, FSB, alleged to be in excess
of $28 million.

On Oct. 27, 2011, the Court enter an order granting OWB relief
from the automatic stay, thereby authorizing OWB to pursue all its
rights and remedies including foreclosing the project.  The non-
judicial foreclosure sale was scheduled for Nov. 23.

The Debtor stated that upon foreclosure on the project -- an
approximate 88 acre parcel of land approved as mixed-used real
estate development located in the City of Indio, the Debtor will
have no assets of any meaningful value.  The Debtor is conducting
no meaningful business operations.  There is, then, no business to
reorganize in Chapter 7.

The Debtor also asserted that converting the case to Chapter 7
liquidation would not provide any benefit to the Debtor's
creditors as there are no avoidance actions or other assets to
pursue or administer.

                     About NorthGate Crossing

NorthGate Crossing LLC owns and plans to develop a roughly 88-acre
mixed use tract of real property located in the city of Indio,
Riverside County, California.  The planned project includes
commercial retail spaces, single family residences and a hotel.

NorthGate Crossing LLC, c/o Oresund Capital LLC, filed for Chapter
11 bankruptcy (Bankr. C.D. Calif. Case No. 11-24944) on May 5,
2011.  Judge Scott C. Clarkson presides over the case.  The Debtor
is represented by Richard H. Golubow, Esq., at Winthrop Couchot,
as bankruptcy counsel.  In its schedules, the Debtor disclosed
assets of $27,502,421 and liabilities of $29,015,903.


NUTRITION 21: NXXI's Chapter 11 Plan Declared Effective
-------------------------------------------------------
The Second Amended Joint Chapter 11 Plan of NXXI Inc., et al.,
formerly known as Nutrition 21, Inc., became effective on Jan. 13,
2012.  All proofs of claim arising from the rejection of executory
contracts or unexpired leases pursuant to the Plan must be filed
with the Bankruptcy Court and served upon:

    (i) the Liquidating Trustee; and

   (ii) counsel for the Liquidating Trustee, Olshan Grundman Frome
        Rosenzweig & Wolosky LLP, Park Avenue Tower, 65 East 55th
        Street, New York, NY 10022, Attn: Adam Friedman, Esq., on
        or before (x) 30 days after the later to occur of (i)
        notice of the Effective Date and (ii) the date of entry
        of an order by the Bankruptcy Court authorizing rejection
        of a particular executory contract or unexpired lease, or
        (y) such other date as may be ordered by the Bankruptcy.

                        About Nutrition 21

Purchase, N.Y.-based Nutrition 21, Inc. --
http://www.nutrition21.com/-- is a nutritional bioscience company
that primarily develops and markets raw materials, formulations,
compounds, blends and bulk and other materials to third-party non-
end users to be further fabricated, blended or packaged for
ultimate sales to end-users as nutritional supplements or
otherwise.  The Company holds more than 30 patents for nutrition
products and their uses.

Nutrition 21 and its debtor-affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Lead Case No. 11-23712) on
Aug. 26, 2011.  Michael Friedman, Esq., and Keith N. Sambur, Esq.,
at Richards Kibbe & Orbe LLP, serve as the Debtors' counsel.

On Dec. 23, 2011, the Bankruptcy Court entered an order confirming
the Second Amended Joint Chapter 11 Plan of Nutrition 21, Inc., et
al.   On the effective date of the Plan, all outstanding equity
securities of the Company will be canceled and the Company will be
dissolved.  The Company expects the Plan to become effective on or
about Jan. 9, 2012, upon satisfaction or waiver of the conditions
precedent specified under the Plan.


ONESOURCE COIL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: OneSource Coil Coaters, LLC
          fka Cooper Coating Company, LLC
        5100 140th Avenue North
        Clearwater, FL 33760

Bankruptcy Case No.: 12-01040

Chapter 11 Petition Date: January 26, 2012

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Stephen R. Leslie, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER, P.A.
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  E-mail: sleslie.ecf@srbp.com

                         - and ?

                  Daniel R. Fogarty, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER, P.A.
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  E-mail: dfogarty.ecf@srbp.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 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/flmb12-01040.pdf

The petition was signed by M.S. Sastri, manager.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Satya Investments, Inc.               12-01041            01/26/12


OPPENHEIMER PARTNERS: Court OKs Williams Zinman as Special Counsel
------------------------------------------------------------------
Oppenheimer Partners Properties LLP, from time to time in the
ordinary course of business, has landlord-tenant disputes.  The
Debtor needs special counsel to advise the Debtor and help the
Debtor exercise and enforce its legal rights with respect to
tenant lease issues.  In this regard, the Debtor sought and
obtained permission from the U.S. Bankruptcy Court for the
District of Arizona to employ Williams Zinman & Parham PC as
special counsel.

WZP's tasks include preparing and prosecuting forcible detainer
and civil actions, including collections, with regard to residents
of the Debtor's apartment complex.

WZP is owed $2,836.  According to court papers filed by the
Debtor, to the extent that WZP is owed on a prepetition claim
against the Debtor, WZP will accept whatever treatment of the Plan
of Reorganization provides for creditors having similar claims
against the Debtor.

The Debtor will incur these charges for processing forcible
detainer:

Attorney fee:            $90.00
Process Server fee:      $32.25
Court filing fee:        $55.00
                          ------
                         $177.25

The attorney fees reflect up to one hour trial, any additional
time will be billed $200/hour.

After Judgment, if the tenant/occupant does not vacate, the firm
will prepare a Writ of Resolution.  It will bill the Debtor at
these rates:

Attorney fee:            $50.00
Process Server fee:      $29.25
Court filing fee:        $82.00
                          ------
                         $161.00

Appeal fee charge is billed at $2,500 flat attorney fees.

The firm attests that it is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.  According
to papers filed by the Debtor in court, WZP is a creditor, but it
is not an equity security holder, or an insider.  Additionally,
WZP does not have any connection with the United States Trustee or
any persons employed in the office of the United States Trustee.
WZP is not and was not, within two years before the Petition Date,
a director, officer or employee of the Debtor.

               About Oppenheimer Partners Properties

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.


OPTIMUMBANK HOLDINGS: Incurs $57,000 Net Loss in Fourth Quarter
---------------------------------------------------------------
OptimumBank Holdings, Inc., announced that its quarterly losses
substantially decreased during the fourth quarter ended Dec. 31,
2011, a significant improvement from the previous nine quarters.
The Company reported a net loss for the fourth quarter ended
Dec. 31, 2011, of approximately $57,000, or $0.003 per basic
share, compared to a net loss for the same period in the prior
year of approximately $1.7 million, or $2.06 per share.  The
Company's 2011 fourth quarter results also significantly improved
compared to the previous two quarters.  In the quarters ended
Sept. 30, 2011, and June 30, 2011, the Company recorded net losses
of approximately $0.6 million, or $0.69 per basic share and
$2.0 million or $2.40 per basic share, respectively.  Moishe
Gubin, the recently elected Chairman of Board said, "We are
pleased with the significant improvement in our fourth quarter
results and the positive earnings trend."

The Company reported a net loss of $3.7 million or $0.17 per basic
share for the year ended Dec. 31, 2011, compared to a net loss of
$8.5 million or $10.32 per basic share for the same period last
year.  Non-performing assets have been a significant drain on the
Company's resources for over two years.  These assets decreased by
approximately $2.1 million during 2011, to $36.3 million at
December 31, 2011.  Chairman Gubin said that, "Greater progress in
reducing non-performing assets is expected in 2012 with further
reductions expected as early as in the first quarter of 2012."

The provision for loan losses reflected a net recovery of $0.1
million for the year ended Dec. 31, 2011, a substantial
improvement over the loan loss provision of $3.6 million for the
same period last year.  Charge-offs for the year ended Dec. 31,
2011 were $1.7 million, offset by credit recoveries of $.5 million
and a reduction in the allowance for loan losses of $1.3 million
due to a reduction in total loans outstanding.

In October 2011, the Company issued $8.4 million in common stock
in a private placement offering.  Following the closing, the
Company raised an additional $0.2 million in the offering,
bringing total new capital raised in 2011 to approximately $8.6
million. In addition, during the fourth quarter of 2011, the
Company entered into a binding agreement with Chairman Gubin, who
was instrumental in raising capital, to sell to him an additional
$2.7 million in common stock no later than June 30, 2012. The
closing of the transaction is subject to regulatory approval by
the Federal Reserve Board and the Florida Office of Financial
Regulation.

OptimumBank's Tier One Leverage and Total Risk-Based Capital
Ratios at December 31, 2011 were 7.79% and 12.52% compared to
minimum corresponding ratios of 8% and 12%, imposed under
OptimumBank's Regulatory Consent Order with the FDIC and the
Florida Office of Financial Regulation.  The actual December 31,
2011 Tier One Leverage Ratio was only slightly below the Consent
Order requirement.  Assuming receipt of the additional $2.7
million in capital from the stock purchase transaction with Mr.
Gubin, OptimumBank's Tier One Leverage and Total Risk-Based
Capital ratios at December 31, 2011 on a pro forma basis, would be
approximately 9.41% and 14.80% and would exceed the minimum
regulatory capital ratios imposed under the Consent Order.

Mr. Gubin noted, "OptimumBank's lending pipeline has currently
grown to over $12.0 million in a short period of time. Originating
new loans, reducing non-performing assets and lowering funding
costs are the keys to returning the Company to profitability; we
are not resting until that occurs."  Mr. Gubin also stated, "We
are installing new banking software during the first quarter of
2012 to facilitate the creation of new and innovative deposit
products in order to attract lower cost deposits and reduce the
Bank's funding costs."

The Company offers a wide array of lending and retail banking
products to individuals and businesses in Broward, Dade and Palm
Beach Counties through its executive offices and three branch
offices in Broward County, Florida.

                    About OptimumBank Holdings

Fort Lauderdale, Fla.-based OptimumBank Holdings, Inc. is a
is a one-bank holding company and owns 100% of OptimumBank, a
state (Florida)-chartered commercial bank.  The Bank offers a
variety of community banking services to individual and corporate
customers through its three banking offices located in Broward
County, Florida.  The Bank's wholly-owned subsidiaries are OB Real
Estate Management, LLC, OB Real Estate Holdings, LLC, OB Real
Estate Holdings 1503, LLC, and OB Real Estate Holdings 1695, LLC,
all of which were formed in 2009.  OB Real Estate Management, LLC,
is primarily engaged in managing foreclosed real estate.  OB Real
Estate Holdings, LLC, OB Real Estate Holdings 1503, LLC, and OB
Real Estate Holdings 1695, LLC, hold and dispose of foreclosed
real estate.

OptimumBank is currently operating under a Consent Order issued by
the Federal Deposit Insurance Corporation ("FDIC") and the State
of Florida Office of Financial ("OFR"), effective as of April 16,
2010.  As of Sept. 30, 2010, the Bank was considered
"undercapitalized" under these FDIC requirements.  As an
"undercapitalized" institution, the Bank is subject to
restrictions on capital distributions, payment of management fees,
asset growth and the acceptance, renewal or rollover of brokered
and high-rate deposits.  In addition, the Bank must obtain prior
approval of the FDIC prior to acquiring any interest in any
company or insured depository institution, establishing or
acquiring any additional branch office, or engaging in any new
line of business.

"The Bank [OptimumBank] has experienced recent and continuing
increases in nonperforming assets, declining net interest margin,
increases in provisions for loan losses, continuing high levels of
noninterest expenses related to the credit problems, and eroding
regulatory capital which raise substantial doubt about the Bank's
ability to continue as a going concern," the Company said in its
Form 10-Q for the quarter ended Sept. 30, 2010.

The Company's continuing high levels of nonperforming assets,
declining net interest margin, continuing high levels of
noninterest expenses related to the credit problems, and eroding
regulatory capital raise substantial doubt about the Company's
ability to continue as a going concern.

Moreover, as reported by the TCR on April 20, 2011, Hacker,
Johnson & Smith PA, in Fort Lauderdale, Florida, noted that the
Company's operating and capital requirements, along with recurring
losses raise substantial doubt about its ability to continue as a
going concern.

The Company reported a net loss of $8.45 million on $8.78 million
of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $11.48 million on $14.00 million of
total interest income during the prior year.

The Company also reported a net loss of $3.69 million on
$5.06 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $6.77 million on $6.94
million of total interest income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$167.12 million in total assets, $168.83 million in total
liabilities and a $1.71 million total stockholders' deficit.


OSCEOLA MEDICAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Osceola Medical Center, LLC
        c/o Osceola Investors, LLC
        Attn: Bruce Waller
        3740 South Ocean Boulevard
        Highland Beach, FL 33487

Bankruptcy Case No.: 12-01062

Chapter 11 Petition Date: January 27, 2012

Court: U.S. Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: R. Scott Shuker, Esq.
                  LATHAM SHUKER EDEN & BEAUDINE LLP
                  P.O. Box 3353
                  Orlando, FL 32802
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  E-mail: bankruptcynotice@lseblaw.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.

The petition was signed by Bruce Waller, president of Osceola
Investors, LLC, managing member.


PACIFIC AVENUE: Judge Disbands Committee in Chapter 11 Case
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge George R. Hodges in Charlotte,
North Carolina, said there was no precedent for disbanding an
official creditors' committee in a Chapter 11 case. He nonetheless
ended a committee's existence after saying the panel made
"repetitive and redundant requests for information" and was
responsible in substantial part for a "marked deterioration in the
progress of these cases toward a scheduled confirmation."

Mr. Rochelle relates that the Chapter 11 trustee for the owner of
EpiCentre filed a motion on Jan. 17 to disband the committee.
Judge Hodges granted the motion at a hearing on Jan. 25.  Judge
Hodges said a committee was necessary when the company was in
control as a debtor-in-possession.  With advent of the trustee,
the role of the committee became "duplicative and unnecessary."

According to the report, the judge analogized the liquidation in
Chapter 11 to a Chapter 7 case where there are no creditors'
committees because the trustee in Chapter 7 represents creditors'
interests.  Now that the case is a liquidation, Judge Hodges said
the "committee is not necessary to the fair administration of
these cases."

Near the end of his five-page opinion, Judge Hodges, Mr. Rochelle
points out, said the "efforts of the committee have not inured to
actually benefit its constituency, but has significantly increased
the administrative burden on all other parties."

Dennis O'Dea, a lawyer for the creditors' committee, said in an
interview with Bloomberg that "we must appeal because it would be
a terrible precedent."

                       About Pacific Avenue

Pacific Avenue, LLC, is a North Carolina limited liability company
whose principal place of business is located in Charlotte, North
Carolina.  Together with Pacific Avenue II, LLC, the Company owns
and operates the EpiCentre, a mixed-use commercial development
consisting of approximately 302,000 rentable square feet of office
and retail/entertainment space, plus an underground parking deck,
located at 210 E. Trade St. in the city block surrounded by the
light rail line, Fourth Street, College Street, and Trade Street
in uptown Charlotte, North Carolina.  The companies were led by
Afshin Ghazi.

Pacific Avenue LLC filed for Chapter 11 bankruptcy protection
(Bankr. W.D. N.C. Case No. 10-32093) on July 22, 2010.  Joseph W.
Grier, III, Esq., at Grier, Furr & Crisp, P.A., assists the
Company in its restructuring effort.  The Company estimated up to
$50,000 in assets and $50 million to $100 million in debts in its
bankruptcy petition.

The Company's affiliate, Pacific Avenue II, filed a separate
Chapter 11 petition.

Linda W. Simpson, the U.S. Bankruptcy Administrator for the
Western District of North Carolina, appointed six members to the
official committee of unsecured creditors in the Chapter 11 case
of Pacific Avenue LLC.


PEACHTREE CASUALTY: A.M. Best Cuts FSR to 'B'; Outlook Stable
-------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B
(Fair) from B++ (Good) and issuer credit rating to "bb" from "bbb"
of Peachtree Casualty Insurance Company (Peachtree) (Longwood,
FL).  The outlook for both ratings has been revised to stable from
negative.

The rating downgrades reflect Peachtree's unprofitable operating
performance in recent years, as a result of the adverse trends in
personal injury protection and bodily injury loss experience in
the Florida personal automobile market, which led to significant
overall underwriting losses.  As a result, a downward trend in
Peachtree's risk-adjusted capitalization has occurred in recent
years, in conjunction with elevated underwriting leverage ratios.
Despite the downward trend, projections for 2012 indicate changes
to underwriting criteria and reinsurance structure, which is
anticipated to improve Peachtree's risk-adjusted capitalization
levels appropriate to the rating level, as indicated by the stable
outlook.

Although Peachtree continues to refine its underwriting
segmentation and implement rate increases in response to adverse
market trends and conditions, uncertainty exists regarding the
company's ability to improve underwriting performance,
particularly given the continuing difficult operating environment
of the Florida automobile market.

In addition, Peachtree was recently acquired by PGIA Holdings LLC,
a newly formed entity whose management is experienced in the
personal automobile markets.  The capital structure of PGIA
includes a substantial amount of preferred stock, which A.M. Best
views as a debt-like instrument, as well as significant levels of
intangibles such as goodwill.  As a result, sharply elevated debt-
to-capital ratios exist per A.M. Best's calculations, which also
have contributed to the rating actions.

Regarding future rating movement, positive rating actions could
occur if the holding company improves its debt-to-capital measures
and Peachtree improves its underwriting performance.  Conversely,
if underwriting performance continues to be unprofitable in the
near to mid term, pressuring Peachtree's risk-adjusted capital
position, downward rating pressure could occur.


PETROPLUS HOLDINGS: Linklaters, SNR Denton to Assist in Bankruptcy
------------------------------------------------------------------
Juan Carlos Rodriguez at Bankruptcy Law360 reports that Linklaters
LLP and SNR Denton have been brought on board by
PricewaterhouseCoopers LLP to assist with Petroplus Holdings AG's
bankruptcy, the firms said Friday.

Petroplus said Jan. 24 that it was preparing to file for
insolvency and shut down some operations after learning Monday
that it would not receive an extension of its line of credit,
according to Law360.

Linklaters said it is advising the lenders on the restructuring,
Law360 relays.

Based in Zug, Switzerland, Petroplus Holdings AG is Europe's
largest independent oil refiner.


PINNACLE FOODS: S&P Assigns 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to U.S.-based Pinnacle Foods Finance LLC. All rated
debt, including the company's senior secured credit facilities and
subordinated notes reside at this entity. The outlook is stable.
"In addition, we are affirming all existing issue-level ratings at
Pinnacle Foods Finance LLC as well as the corporate credit rating
at Pinnacle Foods Group LLC, the guarantor of the company's debt,"
S&P said.


PJ FINANCE: Schedules Feb. 27 Confirmation Hearing
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that PJ Finance Co. scheduled a Feb. 27 confirmation
hearing for approval of the Chapter 11 plan after the bankruptcy
judge in Delaware approved the explanatory disclosure statement
yesterday.  As the result of a re-opened auction, the current
owners ultimately submitted the highest bid to sponsor a plan,
allowing them to retain the equity interest if the plan is
confirmed.  The auction process improved the recovery for senior
secured lenders by $120 million, according to the disclosure
statement filed in U.S. Bankruptcy Court in Delaware.

The report relates that on their $480 million in claims, secured
lenders are slated to recover from 95.7% to full payment, compared
with a maximum 78% under the prior plan, according to the
disclosure statement.  General unsecured creditors owed $6.5
million are to be paid in full.

                        About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance and various affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-10688) on March 7,
2011.  Michelle E. Marino, Esq., and Stuart M. Brown, Esq., at DLA
Piper LLP (US), serve as bankruptcy counsel.  Kurtzman Carson
Consultants, LLC, is the Debtors' claims and notice agent.  An
official committee of unsecured creditors has been named in the
case.  Christopher A. Jarvinen, Esq., and Mark T. Power, Esq., at
Hahn & Hessen LLP, represent the committee as lead counsel.
Richard Scott Cobb, Esq., and William E. Chipman, Jr., Esq., at
Landis Rath & Cobb, in Wilmington, Del., serve as the committee's
local counsel.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).


PINWHEEL, INC.: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Pinwheel, Inc.
        387 West Mill Street
        New Braunfels, TX 78230

Bankruptcy Case No.: 12-50257

Chapter 11 Petition Date: January 30, 2012

Court: U.S. Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: Michael G. Panzarella, Esq.
                  MICHAEL G. PANZARELLA, PLLC
                  1314 E. Sonterra Boulevard, Suite 401
                  San Antonio, TX 78258
                  Tel: (210) 495-4801
                  Fax: 210-477-2226
                  E-mail: mpanzarella@gmail.com

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

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

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

The petition was signed by Bennie Bock, II, president.


PMI GROUP: Officers Not Worth $3.5 Million, U.S. Trustee Says
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that given that PMI Group Inc. has no operations following
the takeover of the insurance subsidiary by Arizona regulators,
the U.S. Trustee in Delaware said "there is nothing here to manage
that requires approval of payments that could exceed $3.5 million
over 12 months" to the company's two remaining officers.

PMI in December filed documents seeking bankruptcy court approval
for employment contracts with the two remaining executives, who
are its only employees.  Under the proposal:

   * Chief Executive Officer L. Stephen Smith will be paid an
     annual base salary of $1.25 million, with $250,000 paid "up
     front."  He also would be eligible for a $360,000 bonus and a
     severance payment of as much as $650,000 if he is terminated
     without cause.

   * Donald P. Lofe Jr., chief financial officer, is proposed to
     have a $700,000 annual base salary along with the possibility
     of a $180,000 bonus.  His severance payment would also be a
     maximum of $650,000.  From his salary, $125,000 would be paid
     "up front."

The Justice Department's bankruptcy watchdog claims that the
proposed compensation is neither "reasonable nor necessary."  The
U.S. Trustee noted that the contracts were signed the day before
bankruptcy.  The two officers didn't have written employment
agreements before then and had been paid by the insurance company,
not the holding company that is in Chapter 11.  The U.S. Trustee
also pointed out that the proposed salaries represent "significant
raises" compared with pre-bankruptcy salaries.

The bankruptcy judge will decide how much to pay the pair at a
Feb. 7 hearing.

                          About PMI Group

Del.-based The PMI Group, Inc., is an insurance holding company
whose stock had, until Oct. 21, 2011, been publicly-traded on the
New York Stock Exchange.  Through its principal regulated
subsidiary, PMI Mortgage Insurance Co., and its affiliated
companies, the Debtor provides residential mortgage insurance in
the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  The Debtor had total assets of
$225 million and total debts of $736 million.  Stephen Smith
signed the petition as chairman, chief executive officer,
president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.  Sullivan & Cromwell, LLP,
and Osborn & Maledon, P.A., serve as special counsel to the
Debtor.


PURE BEAUTY: Lease Decision Period Extended Until May 1
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended the extended until the earlier of (i) May 1, 2012, and
(ii) the date of the entry of an order confirming a Plan, the
deadline for Pure Beauty Salons & Boutiques, Inc., et al., to
assume or reject unexpired leases of nonresidential real property.

As reported in the TCR on Jan. 16, 2012, the Court approved on
Nov. 23, 2011, the bidding and sale process.  Pursuant to the
asset purchase agreement entered among the Debtors, Regis
Corporation, and the assignee, the purchaser agreed to acquire
substantially all of the Debtors' assets for an aggregate
consideration of $18 million (plus the assumption of certain
liabilities estimated to be worth $3.5 million), subject to
adjustment to be made through the date of closing.

In this relation, the proposed purchaser will have the right to
modify the list of assigned and designated contracts until the
closing of the sale, for a period of 90 days, subject to the time
limits established under Section 365(d)(4) of the Bankruptcy Code.

                         About Pure Beauty

Pure Beauty Salons & Boutiques, Inc., and its affiliated company
BeautyFirst Franchise Corp., operate a chain of hair care and
beauty supply stores under the trade names Trade Secret, Beauty
Express, BeautyFirst, PureBeauty, and Winston's Barber Shop.  Pure
Beauty Salons & Boutiques, Inc. operates and/or owns 436 stores
and BeautyFirst Franchise Corp. has agreements with 13 franchisees
that operate 22 BeautyFirst and 7 Trade Secret Stores.

Pure Beauty Salons & Boutiques, Inc., is back in Chapter 11 after
having been sold out of Chapter 11 last year.  The prior case was
dismissed after the sale was completed.  The previous case was In
re Trade Secret Inc., 10-12153, in the same court.

Pure Beauty Salons filed for bankruptcy (Bankr. D. Del. Case No.
11-13159) on Oct. 4, 2011.  Affiliate BeautyFirst Franchise Corp.
filed a separate petition (Bankr. D. Del. Case No. 11-13160).
Joseph M. Barry, Esq., Kenneth J. Enos, Esq., and Ryan M. Bartley,
Esq., at at Young Conaway Stargatt & Taylor, LLP, serve as the
Debtors' counsel.  The Debtors' investment banker is SSG Capital
Advisors' J. Scott Victor -- jsvictor@ssgca.com  The Debtors'
notice, claims solicitation, and balloting agent is Epiq
Bankruptcy Solutions.

In its schedules, Pure Beauty Salons disclosed $36,444,963 in
assets and $55,215,590 in liabilities as of the Petition Date.
In its schedules, BeautyFirst Franchise disclosed $1,716,985 in
assets and $36,761,086 in liabilities as of the Petition Date.

The Debtors owe $15 million to vendors and landlords.  The
petition was signed by Brian Luborsky, chief executive officer.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Pure Beauty Salons.  Attorneys at Pachulski
Stang Ziehl & Jones LLP represent the Committee.  LM+Co serves as
their financial advisor.

Secured lender Regis Corp. is represented in the case by Michael
L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey
P.A., and Kathleen M. Miller, Esq., at Smith Katzenstein & Furlow
LLP.


RADLAX GATEWAY: Dist. Court Affirms Ruling on LAX Enterprise Claim
------------------------------------------------------------------
District Judge Matthew F. Kennelly in Chicago affirmed, in part, a
bankruptcy court order denying LAX Enterprise, L.P.'s
administrative claim against the Chapter 11 bankruptcy estate of
RadLAX Gateway Hotel, LLC and RadLAX Gateway Deck, LLC.

LAX Enterprise seeks compensation for alleged losses sustained due
to the Debtors' occupation of an area over which LAX Enterprise
claims it has an exclusive easement.  The dispute concerns a one-
block parcel of land adjacent to Los Angeles International
Airport.  The land is divided into three sections, referred to by
the parties as the office property, the hotel property, and the
parking property.  LAX Enterprise owns the office property and the
office building thereon; Gateway Hotel owns the hotel property;
and Gateway Deck owns the parking property.  The office property
benefits from an easement that gives LAX Enterprise the right to
park vehicles on a portion of the parking property.  When Gateway
Deck acquired the parking property, it contained a parking deck in
which most of the spots in the parking easement area were located.

The District Court held that the bankruptcy court ruled correctly
that the easement is non-exclusive and that LAX Enterprise is not
entitled to relief under a theory of trespass.  The District
Court, however, remanded the matter on LAX Enterprise's non-
trespass-based administrative claim as the bankruptcy court has
not yet addressed this argument.

LAX Enterprise represented by Matthew E McClintock, Esq. --
mattm@restructuringshop.com -- at Goldstein & McClintock.

The case is LAX ENTERPRISE, L.P., Appellant, v. RADLAX GATEWAY
HOTEL, LLC, et al., Appellees, Case No. 11 C 3336 (N.D. Ill.).  A
copy of the District Court's Jan. 26, 2012 Memorandum Opinion and
Order is available at http://is.gd/WhSJn9from Leagle.com.

           About River Road Hotel & RadLAX Gateway Hotel

River Road Hotel Partners, LLC, developed and manages the
InterContinental Hotel Chicago O'Hare located in Rosemont,
Illinois.  Affiliate RadLAX Gateway Hotel LLC owns the Radisson
hotel at Los Angeles International Airport.  Both were controlled
owned by Harp Group.

River Road and its affiliates filed Chapter 11 in Chicago (Bankr.
N.D. Ill. Lead Case No. 09-30029) on Aug. 17, 2009.  Based in Oak
Brook, Illinois, River Road estimated assets of as much as
$100 million and debt of as much as $500 million in its Chapter 11
petition.  River Road disclosed $0 in assets and $14,400,000 in
liabilities as of the Chapter 11 filing.

RadLAX and its affiliates filed a separate chapter 11 petition
(Bankr. N.D. Ill. Case No 09-30047) also on the same date,
estimating assets at $50 million to $100 million.

David M. Neff, Esq., at Perkins Coie LLP, serves as counsel to the
River Road and RadLAX debtors.  The two cases, however, are not
jointly administered.

The Official Committee of Unsecured Creditors is represented by
Stephen T. Bobo and Ann E. Pille at Reed Smith LLP.

Adam A. Lewis, Esq., and Norman S. Rosenbaum, Esq., of Morrison
Foerster LLP of San Francisco, California; and John W. Costello,
Esq., and Mary E. Olson, Esq., of Wildman, Harrold, Allen & Dixon
LLP of Chicago, Illinois, represented Amalgamated Bank.  John
Sieger, Esq., and Andrew L. Wool, Esq., of Katten Muchin Rosenman
LLP represented U.S. Bank.

The bankruptcy judge in Chicago on July 7, 2011, signed a
confirmation order for the Chapter 11 plan for River Road.  The
plan, which was proposed by River Road's lender, Amalgamated Bank,
will give ownership in exchange for $162 million in debt.  The
lender would waive its deficiency claim on taking title through
the plan.  The plan was declared effective Nov. 23, 2011.

RadLAX's case remains pending.  The U.S. Supreme Court is slated
to review a ruling by the U.S. Court of Appeals for the Seventh
Circuit over the lenders' ability to credit bid in bankruptcy
auctions.  No official dates have been set yet, but the case is
expected to be heard sometime in March or April, with a decision
coming in June or later in the summer, according to Dow Jones
Newswires.


REAL MEX: Committee Can't Sue Secured Creditors Now
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the official committee for Real Mex Restaurants Inc.
was largely defeated in its attempt at winning authority to sue
first- and second-lien lenders.  The committee said it found
defects in the collateral package.  Real Mex said in response that
litigation by the committee would cost more than unsecured
creditors stood to recover in a bankruptcy where secured debt
exceeds the value of the business.

The report relates that the bankruptcy judge in Delaware last week
refused to allow suit against first-lien lenders.  The judge
extended the time for challenging the validity of the second-lien
debt until March 1.  The judge said he will rule at a later
hearing whether there can be a suit against the second-lien
creditors.

According to Mr. Rochelle, the company noted how the lenders agree
some assets aren't part of their collateral.  Real Mex said the
lenders have acknowledged that they must bid some cash for those
assets even if they purchase the bulk of the business in exchange
for secured debt.  According to the company, the cash will be
soaked up by liens given to finance the Chapter 11 case.

                          About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to 11-
13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at Milbank, Tweed,
Hadley & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq.,
at Reed Smith LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at
Richards Layton & Finger.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern
LLP.

Real Mex's business is scheduled for auction on Feb. 2, 2012.


REOSTAR ENERGY: Dist. Court Denies Bid to Join Parties in SEC Suit
------------------------------------------------------------------
Connecticut District Judge Janet Bond Arterton denied the request
of non-party ReoStar Energy Corporation, ReoStar Gathering, Inc.,
ReoStar Leasing, Inc., and ReoStar Operating, Inc., and Russco
Energy LLC for leave to continue a pending adversary proceeding in
ReoStar's Chapter 11 bankruptcy case in the Northern District of
Texas.  ReoStar wishes to include several entities that are part
of the Receivership Estate in the adversary action, which would
have the effect of modifying the stay of litigation in the
District Court's Amended Order Appointing Receiver.  The Court
also denied ReoStar's motion to strike a supplemental memorandum
filed by the Receiver. The Receiver opposes the motion for leave
and asked that attorneys' fees be assessed against ReoStar.  The
Court, however, denied the Receiver's request for costs and fees.

The adversary case is Securities and Exchange Commission,
Plaintiff, v. Francisco Illarramendi et al., Defendant, and
Highview Point Master Fund, Ltd. et al., Relief Defendants, Civil
No. 3:11CV78 (D. Conn.).  A copy of the District Court's Jan. 25
2012 ruling is available at http://is.gd/xlEvFyfrom Leagle.com.

John J. Carney, Esq., was appointed as Receiver, and is
represented by Christina H. Tsesmelis, Esq. --
ctsesmelis@bakerlaw.com -- at Baker & Hostetler; and Dennis O.
Cohen, Esq. -- dcohen@bakerlaw.com -- Baker & Hostetler.

                       About ReoStar Energy

Fort Worth, Texas-based ReoStar Energy Corporation is engaged in
the exploration, development and acquisition of oil and gas
properties, primarily located in the state of Texas.  The Company
owns roughly 9,000 acres of leasehold, which include 5,000 acres
of exploratory and developmental prospects as well as 4,000 acres
of enhanced oil recovery prospects.  ReoStar filed for Chapter 11
bankruptcy protection (Bankr. N.D. Tex. Case No. 10-47176) on
Nov. 1, 2010.

Bankruptcy Judge D. Michael Lynn presides over the case.  Bruce W.
Akerly, Esq., and Arthur A. Stewart, Esq., at Cantey Hanger LLP,
in Dallas, represent the Debtors in their restructuring efforts.
Greenberg Taurig, LLP, serves as special corporate/securities
counsel.  Reostar Energy disclosed $15,335,337 in assets and
$16,391,412 in liabilities.

ReoStar Energy's bankruptcy case is jointly administered with
ReoStar Gathering, Inc., ReoStar Leasing, Inc., and ReoStar
Operating, Inc.  ReoStar Energy is the lead case.

No trustee was appointed in the Debtors' cases.  On Jan. 10, 2011,
Michael McConnell was appointed as Chapter 11 examiner.

ReoStar filed for bankruptcy a few weeks after BT and MK Energy
and Commodities LLC, a Delaware Limited Liability Corporation
comprised of two members, BancTrust International, Inc., and MK
Oil Ventures LLC, accelerated a Union Bank note and issued a
foreclosure notice.  BTMK acquired full interest in ReoStar's $25
million line of credit from Union Bank.  Earlier in 2010, BT and
MK Capital expressed interested in investing in ReoStar and in
acquiring the line of credit for that purpose.  Roughly
$10.8 million of the Union Bank loan were then outstanding, and
Union Bank assigned the loan to BTMK for roughly $5.4 million.


RICH-NICH REALTY: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Rich-Nich Realty LLC
        1877 E. 9th Street
        Brooklyn, NY 11223

Bankruptcy Case No.: 12-40505

Chapter 11 Petition Date: January 27, 2012

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

Judge: Jerome Feller

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

Estimated Assets: $0 to $50,000

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

The Company's list of its 16 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nyeb12-40505.pdf

The petition was signed by Toby Luria, managing member.


RIVER ISLAND: Plan Proposes Full Payment in Two Months
------------------------------------------------------
River Island Farms, Inc., has filed a First Amended Disclosure
Statement in support of its First Amended Chapter 11 Plan of
Reorganization.

The Plan will be funded in its entirety by the Debtor's principal
(Sid Corrie, Jr.) through available funds, capital contributions
and future revenue.

The Debtor's business plan is to aggressively sell the 2001 SE St.
Lucie Boulevard property located in Stuart, Florida, to satisfy
all indebtedness owed to Gibraltar Private Bank and Trust Company
and satisfy the indebtedness owed Eurotrade Short Term Loans, Ltd.
by the contribution of capital by the shareholder.

The Plan divides the respective creditors and equity security
interests of the Debtor into six classes:

    Class 1 - General Unsecured Claims
    Class 2 ? Secured claim of Gibraltar
    Class 3 ? Secured claim of Eurotrade
    Class 4 - Unsecured claim of Corrie Development Corp.
    Class 5 ? Unsecured claim of Sid Corrie, Jr.
    Class 6 - Common stock owned by Sid Corrie, Jr.

The Plan proposes to pay unsecured creditors 100% of their claims
with an initial payment of 10% of the allowed amount of each claim
10 days after the Effective Date after Confirmation of the Plan.
The balance is to be paid in 2 monthly installments thereafter,
one payment 30 days after the Effective Date and the last payment
60 days after the Effective Date, until the claims are paid in
full.

The Reorganized Debtor proposes full payment to Gibraltar the
allowed amount of its claim against the Debtor, including such
interest as allowed by the Court and fees, costs and expenses as
may be allowed by the Court.  Full payment is to be made on or
before one year from the Effective Date of the Plan.  Partial
payment on account of Gibraltar's allowed claim will be made when
there is a sale or refinance of any property securing the
indebtedness owed Gibraltar that occurs prior to that date.

Eurotrade will retain its lien on the Collateral as defined in the
Stipulation for Adequate Protection dated Nov. 17, 2011, which was
approved by court order dated Nov. 18, 2011.  Provided that, and
for so long as, there is no default or event of default under
Section IV C of the Plan or the Pre-Petition Loan Documents, the
maturity date of the loan is to be extended to Aug. 26, 2012, at
which time Reorganized Debtor will pay all principal, interest
accrued from Aug. 1, 2012, through Aug. 26, 2012, and any other
charges due to the holder of the Class III Secured Claim under the
Pre-Petition Loan Documents.

A copy of the First Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/riverisland.doc167.pdf

                     About River Island Farms

Fort Lauderdale, Florida-based River Island Farms, Inc., was
initially formed as a single asset entity that acquired an 80%
interest in 55 acres of developable property opposite Blackhawk in
Danville, California.

On June 30, 2004, the Company sold the 55 acre property to Shapell
Industries.  The sale was structured as an Internal Revenue Code
Section 1031 exchange.  Due to the requirements that River Island
purchase property within a specified time period in order to take
advantage of the IRS Code provision, River Island purchased
property in Ft. Lauderdale and Stuart, Florida consisting of 2328
Aqua Vista Blvd., Ft. Lauderdale, Florida; 2521 Mercedes Drive,
Ft. Lauderdale, Florida; 2001 SE St. Lucie Blvd., Stuart, Florida;
and 1735 SE St. Lucie Blvd., Stuart, Florida.  The Mercedes Drive
residence was sold in June 2011.  The other remaining properties
are being actively marketed.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Fla. Case No. 11-15410) on Feb. 28, 2011.  Martin L. Sandler,
Esq., at Sandler & Sandler, in Miami, Fla., serves as the Debtor's
bankruptcy counsel.  The Debtor disclosed $23,974,222 in assets
and $14,467,808 in liabilities as of the Chapter 11 filing.

The bankruptcy case was commenced as a result of a pending
foreclosure sale regarding one of the properties owned by the
Debtor.


ROCK POINTE: Can Employ Kent & Wittner as Counsel
-------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
has granted Rock Pointe Holdings Company, LLC, permission to
employ Kent & Wittner, P.S., as counsel.

As reported in the TCR on Jan. 4, 2012, Kent & Wittner's current
hourly rates are:

         Brett L. Wittner, Esq.    $350
         Roy W. Kent, Esq.         $350
         Kelly M. Wittner, Esq.    $250

The Debtor believes that Kent & Wittner does not hold or represent
an interest adverse to the estate and is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Rock Pointe Holdings Company LLC owns the Rock Pointe Corporate
Center in Spokane, Washington.  The commercial office complex
includes four buildings with more than 560,000 square feet of
space.  It was sold by its developer, Walt Worthy, to Prium Cos.
LLC, of Tacoma, in 2005.  The Company filed for Chapter 11
protection (Bankr. E.D. Wash. Case No. 11-05811) on Dec. 2, 2011.
Brett L. Wittner, Esq., at Kent & Wittner PS, represents the
Debtor.  The Debtor estimated both assets and debts of between
$50 million and $100 million.


ROCKET SOFTWARE: S&P Assigns Prelim. 'B+' Corp. Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
corporate credit rating to Newton, Mass.-based infrastructure
software company Rocket Software Inc. The outlook is stable.

"At the same time, we assigned a preliminary 'BB' issue-level
rating and a preliminary '1' recovery rating to Rocket's proposed
$325 million first-lien facilities, consisting of a $25 million
revolver due 2017 and a $300 million term loan due 2018. The '1'
recovery rating indicates our expectations for very high (90%-
100%) recovery in the event of payment default," S&P said.

"We also assigned a preliminary 'B+' issue-level rating a
preliminary '4' recovery rating to the company's proposed $105
million second-lien facilities due 2019. The '4' recovery rating
indicates our expectations for average (30%-50%) recovery in the
event of a payment default," S&P said.

"The company intends to use the proceeds to pay a $260 million
dividend to existing shareholders and repay existing debt and
liabilities. The ratings are subject to our review of final
documentation," S&P said.

"The ratings on Rocket reflect our view that a recurring revenue
base, high renewal rates, and an entrenched customer base will
continue to support consistent operating profitability," said
Standard & Poor's credit analyst David Tsui, "despite the
company's niche market position within a large infrastructure
software market, rapid recent growth through acquisitions, and
its 'aggressive' financial profile (as defined in our criteria)."

"The stable outlook incorporates our expectation that Rocket's
revenue base will continue to be highly recurring and
profitability will remain stable. The company's niche industry and
an ownership structure that we believe will preclude substantial
de-leveraging both limit a possible upgrade," S&P said.

"If competition from larger business rivals intensified, leading
to pricing pressure, and/or higher costs for R&D, profitability
could weaken. Also, future acquisitions could be financed with
material debt components. Under those scenarios, if Rocket's
leverage approaches 6x, we could lower the rating," S&P said.


ROUNDY'S SUPERMARKETS: S&P Keeps 'B' Rating on Watch Positive
-------------------------------------------------------------
Standard & Poor's Rating Services' 'B' corporate credit rating on
the Milwaukee-based Roundy's Supermarkets Inc. remains on
CreditWatch with positive implications. "However, we expect to
raise the corporate credit rating one notch to 'B+' if the company
successfully refinances its current term loans with proceeds from
a new first-lien term loan and IPO proceeds from Roundy's parent
company," S&P said.

"At the same time, we are assigning a preliminary 'BB-' issue-
level rating, one notch above the prospective corporate credit
rating, and a preliminary '2' recovery rating to the company's
proposed $800 million senior secured credit facility, consisting
of a $125 million revolver and a $675 million term loan. The
preliminary '2' recovery rating indicates our expectation of
substantial (70%-90%) recovery of principal in the event of
default," S&P said.

"The CreditWatch Positive status reflects that credit ratios will
improve as a result of successful planned transactions," said
Standard & Poor's credit analyst Charles Pinson-Rose, "and that
Roundy's will have enhanced its liquidity, in our view, since it
will have a longer term maturity profile and sufficient covenant
cushion after the refinancing."

"We expect the IPO and refinancing to reduce funded debt by
approximately $110 million. Additionally, the company made a $54
million term loan payment in the fourth quarter of 2011.  As a
result, we calculate pro forma operating lease-adjusted leverage
to be 5.4x, an improvement from 5.9x at the end of the company's
third quarter (ended Oct. 1, 2011). We expect modest de-leveraging
in the near term," S&P said.

"In 2012, we forecast moderate profit growth at Roundy's, with
sales growth of about 4%, mainly reflecting new stores," S&P said.

"We anticipate that the company can maintain operating margins,
but there could be some slight margin contraction if higher food
costs are not fully passed along to customers, and by costs
associated with new store openings," said Mr. Pinson-Rose.

"However, we expect EBITDA growth to be similar to sales growth
and forecast EBITDA to be near $230 million in 2012. This would
lead to leverage of 5.2x, adjusted EBITDA coverage of interest of
2.5x, and funds from operations (FFO) to debt of 11.3%. These
ratios are in line with indicative ratios of 'highly leveraged'
financial risk profiles. We note that with only moderate credit
metric improvement ratios would be commensurate with indicative
ratios of 'aggressive' financial risk profiles," S&P said.

"Upon successful completion of the IPO and loan syndication
process, we will review the final documentation and then expect to
raise our corporate rating on Roundy's to 'B+' with a stable
outlook and finalize the preliminary first-lien senior secured
issue-level rating of 'BB-' and recovery rating of '2', indicating
our expectation of substantial (70%-90%) recovery of principal
in the event of default. The stable outlook incorporates our
expectation of moderate profit growth and credit metric
enhancement in the near term," S&P said.

"If the IPO and refinancing is not successful, we would review the
company's long-term capital structure plans and then take the
appropriate rating action, though we would expect the company to
look for a financing alternative for its current first-lien term
loan in the very near term. If we ultimately view the company's
liquidity as adequate, we would likely affirm the 'B' corporate
credit rating, assuming there is no meaningful debt reduction.
While not expected, if we still view the company's liquidity as
less than adequate and we do not believe that Roundy's has a
credible plan to enhance its liquidity, we could take a negative
rating action," S&P said.


SAAB AUTOMOBILE: Dealers Seek Bankruptcy for U.S. Unit
------------------------------------------------------
More than 40 U.S.-based Saab dealerships have signed an
involuntary chapter 11 bankruptcy petition for Saab Cars North
America, Inc.

The petitioners, represented by counsel Wilk Auslander LLP, assert
claims totaling $1.2 million on account of "unpaid warranty and
incentive reimbursement and related obligations" and/or "parts and
warranty reimbursement."

Leonard A. Bellavia, Esq., at Bellavia Gentile & Associates, in
New York, signed the Chapter 11 petition on behalf of the dealers.

The creditors want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Following its parent's bankruptcy filing in December, Saab Cars
N.A., the U.S. sales and distribution unit of Swedish car maker
Saab Automobile AB, announced that it is pursuing an out-of-court
resolution for SCNA operations.  SCNA said it is aggressively
investigating all options aimed at reinstating its parts business
in North America in a timely manner.

Saab Cars N.A. named in December an outside administrator to run
the company as part of a plan to avoid immediate liquidation
following its parent company's bankruptcy filing.  The U.S.
operation's chief operating officer Tim Colbeck said the outside
firm, McTevia & Associates, will attempt to resume the unit's
operations including warranty work and business with dealers that
essentially stopped with the bankruptcy filing.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab Automobile AB, Saab Automobile Tools AB and Saab
Powertain AB filed for bankruptcy on Dec. 19, 2011, after running
out of cash.  Production at the plant in Trollhaettan, Sweden,
halted for most of last year starting in March.

According to Bloomberg, Saab traces its roots to the establishment
of aircraft manufacturer Svenska Aeroplan AB, which was set up in
1937 and began building cars 10 years later. The auto business was
split off from the aerospace operations, now called Saab AB, in
the 1990s, with General Motor Corp. gaining a 50 percent stake in
1990 and full control in 2000.  Brightwell Holdings BV, a Turkish
private-equity firm, said it plans to bid for the bankrupt Swedish
carmaker and revive its manufacturing.


SAAB AUTOMOBILE: U.S. Unit's Involuntary Chapter 11 Case Summary
----------------------------------------------------------------
Alleged Debtor: Saab Cars North America, Inc.
                43278 Delemere Court
                Royal Oak, MI 48073

Bankruptcy Case No.: 12-10344

Involuntary Chapter 11 Petition Date: January 30, 2012

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

Judge: Christopher S. Sontchi

Petitioners' Counsel: Eric J. Snyder, Esq.
                      WILK AUSLANDER LLP
                      1515 Broadway, 43rd Floor
                      New York, NY 10036
                      Tel: (212) 981-2300
                      Fax: (212) 752-6380
                      E-mail: esnyder@wilkauslander.com

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
M2 Motors                          Unpaid Warranty        $167,978
c/o Bellavia Gentile & Assoc.
200 Old Country Road
Mineola, NY 11501

Charles River Saab                 Unpaid Warranty        $131,257
c/o Bellavia Gentile & Assoc.
200 Old Country Road
Mineola, NY 11501

Dirito Bros Walnut Creek Saab      Unpaid Warranty        $105,765
c/o Bellavia Gentile & Assoc.
200 Old Country Road
Mineola, NY 11501

Peter Mueller, Inc.                Unpaid Warranty         $83,507

TJH Automotive Co. LLC             Reimbursement           $49,345

Wright Saab                        Unpaid Warranty         $44,404

Guilford Saab                      Unpaid Warranty         $42,738

J.M.K. Saab, Inc.                  Unpaid Warranty         $38,664

Saab of Norwood                    Unpaid Warranty         $38,558

Herb Chambers Saab                 Unpaid Warranty         $34,958

Gold Coast Saab                    Unpaid Warranty         $31,683

Just Saab Cincinnati               Unpaid Warranty         $29,199

Sheehan Saab                       Unpaid Warranty         $29,095

Quirk Saab of Bangor               Unpaid Warranty         $23,271

Crossway Saab                      Unpaid Warranty         $21,742

Sports Cars Centre of Syracuse     Unpaid Warranty         $21,719
Inc.

Scott Saab                         Unpaid Warranty         $21,554

Saab of Bedford                    Unpaid Warranty         $20,697

Uftring Saab                       Unpaid Warranty         $20,451

Perrine Buick GMC Hummer Saab      Unpaid Warranty         $20,329

Portland Saab                      Unpaid Warranty         $18,876

Joseph Chermak Inc.                Unpaid Warranty         $16,893

Dave Towell Saab                   Unpaid Warranty         $16,565

Anderson of Hunt Valley            Reimbursement           $15,630

Kelly Saab                         Unpaid Warranty         $13,663

Saab Hawaii                        Unpaid Warranty         $13,483

Reinertsen Motors Inc.             Unpaid Warranty         $12,815

The Great Britains Automotive      Unpaid Warranty         $12,057
Group

Just Saab Dayton                   Unpaid Warranty         $11,836

Beck Chevrolet                     Reimbursement           $10,732

Sitton Saab                        Unpaid Warranty          $9,890

Cold Brook Saab                    Unpaid Warranty          $8,687

Meyer Garage                       Unpaid Warranty          $8,525

Long Cadillac Saab                 Unpaid Warranty          $8,493

Valenti Saab                       Unpaid Warranty          $7,916

Auto Management Advisor Cars Inc.  Unpaid Warranty          $7,898

Iowa City Saab                     Unpaid Warranty          $7,790

Jim Ellis Saab of Atlanta          Unpaid Warranty          $7,801

Patrick Motors                     Unpaid Warranty          $7,459

Symes Saab of Pasadena             Unpaid Warranty          $6,894

Gartner Cars Inc.                  Unpaid Warranty          $5,939

Meyers Auto Mall Saab              Unpaid Warranty          $5,773

Saab of Bellevue                   Unpaid Warranty          $5,622

Rutland Saab                       Unpaid Warranty          $5,055

Fathers and Sons, Inc.             Unpaid Warranty          $5,033

Trio Motors                        Unpaid Warranty          $2,886

Garry Small Saab                   Unpaid Warranty          $2,598

Saab of Wilmington                 Unpaid Warranty            $879


SAGAMORE PARTNERS: Final Hearing Tomorrow on Further Cash Use
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
early this month entered an order authorizing Sagamore Partners,
Ltd., to continue to use cash collateral of secured lender JPMCC
2006-LDP7 Miami Beach Lodging LLC on an interim basis to pay for
the operating expenses and costs of administration incurred by the
Debtor strictly in accordance with a revised budget, with a
permitted variance of 5% on a per line item basis.

The Debtor's authority to use the Cash Collateral will terminate
on Feb. 2, 2012, unless earlier terminated by the occurrence of a
Termination Event.

The Court will hold a final hearing on the Debtor's motion to use
cash collateral on Feb. 1, 2012, at 2:00 p.m.

As of the Petition Date, the Debtor owed $31.5 million to the
Secured Lender.

As adequate protection, the Secured Lender is granted Replacement
Liens in all of the Debtor's Prepetition and Postpetition
Collateral.

As additional protection, on each Reference Date, the Debtor will
make an interest payment to the Secured Lender, calculated at the
contract rate of 6.54%, based on the outstanding principal amou8nt
of the Prepetition Obligations, as provided in the Budget.

The Secured Lender is also granted an allowed superpriority
administrative expense claim under Section 507(b) of the
Bankruptcy Code.

A copy of the Fourth Interim Budget is available for free at:

       http://bankrupt.com/misc/sagamorepartners.doc71.pdf

                     About Sagamore Partners

Bay Harbor, Florida-based Sagamore Partners Ltd. owns and operates
the prestigious oceanfront Sagamore Hotel, also known as The Art
Hotel due to its captivating art collection from recognized
artists and its contemporary design.  The all-suite boutique hotel
is situated within Miami's Art Deco Historic District on South
Beach.  Sagamore Partners is owned by Martin Taplin.

Sagamore Partners filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 11-37867) on Oct. 6, 2011.  Judge A. Jay Cristol
presides over the case.  Peter D. Russin, Esq., at Meland Russin &
Budwick, P.A., in Miami, Fla., serves as the Debtor's counsel.
The Debtor disclosed $71,099,556 in assets and $52,132,849 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Martin W. Taplin, Pres of Miami Beach Vacation Resorts, Inc.,
manager of Sagamore GP, LLC, general partner.


SATYA INVESTMENTS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Satya Investments, Inc.
        5100 140th Avenue North
        Clearwater, FL 33760

Bankruptcy Case No.: 12-01041

Chapter 11 Petition Date: January 26, 2012

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Stephen R. Leslie, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER, P.A.
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  E-mail: sleslie.ecf@srbp.com

                         - and ?

                  Daniel R. Fogarty, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER, P.A.
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  E-mail: dfogarty.ecf@srbp.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 does not
contain any entry.

The petition was signed by M.S. Sastri, secretary.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Onesource Coil Coaters, LLC           12-01040            01/26/12


SEAGATE TECHNOLOGY: Moody's Says Ba1 CFR Unaffected by Buyback
--------------------------------------------------------------
Moody's Investors Service said Seagate Technology HDD Holdings'
Ba1 Corporate Family Rating (CFR) and stable outlook are not
immediately impacted by Seagate's announcement that its board has
authorized an additional $1 billion to its stock repurchase plan
and a 39% increase in its quarterly dividend.

The principal methodology used in rating Seagate was the Global
Technology Hardware Methodology published in September 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.

Seagate Technology HDD Holdings, with headquarters in Cupertino,
CA, is a leading manufacturer of disk drive products used as the
primary medium for storing electronic information in systems
ranging from PCs and consumer electronics to data centers.


SHAW FAMILY: Marilyn Monroe Estate Licenses Photos From Archive
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Shaw Family Archives Ltd. will make at least
$3.65 million from a licensing agreement with the Estate of
Marilyn Monroe LLC.  The agreement gives the Ms. Monroe estate a
five-year exclusive license to the photos of Ms. Monroe.  The
license is renewable for successive five-year periods.  The Monroe
estate will pay $650,000 plus a minimum royalty of $3 million for
the first five years.  The agreement calls for royalties equaling
20% of the Monroe estate's gross receipts from exploiting the
photos.  The Shaw archive retains the rights for "editorial
licensing, fine art, and exhibition purposes," according to a
court filing.  The license agreement, up for approval on Feb. 28
in bankruptcy court, ends lawsuits pending since 2004.

                    About Shaw Family Archives

Shaw Family Archives, Ltd., a company created to own and
license photographs made by the late Sam Shaw, filed a Chapter 11
bankruptcy petition (Bankr. S.D.N.Y. Case No. 11-23099) on June 1,
2011.  Mr. Shaw took the famous photograph of Marilyn Monroe
standing atop a sidewalk grate, her skirt flying up.  The Shaw
archive also has photos of John Wayne, Sophia Loren, Marlon Brando
and Audrey Hepburn.

The organization's president and the late photographer Sam Shaw's
daughter, blamed the filing on a series of lawsuits involving the
late Marilyn Monroe's photographs and other issues."

Lawrence F. Morrison, Esq., at The Morrison Law Offices PC, in New
York, serves as counsel.  The Debtor estimated $1,000,001 to
$10,000,000 in assets and debts.


SHUBH HOTELS LINCOLN: To Pay Interest or be Foreclosed
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the ultimate owner of the Cornhusker Marriott Hotel
in Lincoln, Nebraska, agreed to allow mezzanine lender Cornhusker
PREH LLC to foreclose on Feb. 3 if $73,200 in interest for January
and February isn't paid by Feb. 2, according to a settlement
approved by the bankruptcy court in West Palm Beach, Florida.

According to the report, the automatic stay will also be modified
to allow foreclosure if the owner doesn't pay $36,000 a month
going forward.  In addition, the lender can foreclose if the owner
can't persuade Marriott International Inc. to rescind a threatened
termination of the management agreement.

                    About Shubh Hotels Lincoln

Based in Boca Raton, Florida, Shubh Hotels Lincoln Mezzanine, LLC,
the owner of the stock of an entity that owns the Cornhusker
Marriott Hotel in Lincoln, Nebraska, filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Case No. 12-10103) on
Jan. 4, 2012.  Judge Paul G. Hyman Jr. oversees the case.  Susan
D. Lasky, Esq., at Susan D. Lasky PA, represents the Debtor.  The
Debtor estimated both assets and debts between $1 million and
$10 million.

Shubh Hotels pledged the stock as security for a $3.4 million loan
from mezzanine lender Cornhusker PREH.  The mezzanine lender says
the loan has been in default since it was made.  The bankruptcy
filing came half an hour before foreclosure.


SIGNATURE STYLES: Wins Confirmation of Liquidating Plan
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the former owner of the Spiegel catalog confirmed a
liquidating plan last week.  Unsecured creditors with claims
aggregating between $11 million and $14 million were projected to
recover between 8% and 10%, according to the disclosure statement.
Holders of up to $70 in gift cards are being paid in full.

                      About Signature Styles

Signature Styles LLC, former owner of the Spiegel catalog, filed a
Chapter 11 petition (Bankr. D. Del. Case No. 11-11733) on June 6,
2011, along with a deal to sell the business to affiliates of the
current owners and lenders.

New York-based Signature Styles, which filed for bankruptcy
together with its affiliates, disclosed assets of $48.6 million
and debt of $867.6 million.  It purchased the Spiegel business
for $21.7 million at a foreclosure sale in June 2009.

Christopher A. Ward, Esq., at Polsinelli Shughart PC, in
Wilmington, Delaware, serves as counsel to the Debtor.  Western
Reserve Partners LLC serves as investment bankers. Epiq
Bankruptcy Solutions, LLC, is the claims and notice agent.

Signature Styles completed the bankruptcy sale of the Spiegel
catalogue business to the secured lender on Sept. 12, 2011.  The
business was purchased by a fund associated with Patriarch
Partners LLC, the owner and lender through affiliated funds. The
contract with Patriarch was negotiated before the Chapter 11
filing. The Patriarch fund paid $2 million cash and assumed
specified liabilities, including $30 million outstanding on a term
loan and revolving credit.

No trustee or examiner has been appointed in the Chapter 11 cases.
On June 17, 2011, the U.S. Trustee appointed an official committee
of unsecured creditors in the Debtors' cases.


SKINNY NUTRITIONAL: Issues 65.1-Mil. Common Shares to Ironridge
---------------------------------------------------------------
Skinny Nutritional Corp. issued an aggregate of 65,100,000 shares
of the Company's common stock, par value $0.001 per share, to
Ironridge Global IV, Ltd., in settlement of $1,255,231 in accounts
payable of the Company.

The Initial Shares were issued pursuant to an Order for Approval
of Stipulation for Settlement of Claims between the Company and
Ironridge, in settlement of the bona fide accounts payable of the
Company, which had been purchased by Ironridge from certain
creditors of the Company, in an amount equal to the Accounts
Payable, plus fees and costs.  The Order was entered by the
Superior Court of the State of California, County of Los Angeles,
Central District (Case No. BC474492) on Jan. 23, 2012.  The Order
also provides for an adjustment in the total number of shares
which may be issuable to Ironridge based on a calculation period
for the transaction, defined as that number of consecutive trading
days following the date on which the Initial Shares were issued
required for the aggregate trading volume of the Common Stock, as
reported by Bloomberg LP, to exceed $4 million.  Pursuant to the
Order, Ironridge will retain 2,000,000 shares of the Company's
Common Stock, plus that number of shares with an aggregate value
equal to (a) the sum of the Accounts Payable plus $125,523 and
reasonable attorney fees through the end of the Calculation
Period, (b) divided by 80% of the following: the volume weighted
average price of the Common Stock over the length of the
Calculation Period, as reported by Bloomberg, not to exceed the
arithmetic average of the individual daily VWAPs of any five
trading days during the Calculation Period.

Pursuant to the Order, for every ten million shares of the
Company's Common Stock that trade during the Calculation Period,
or if at any time during the Calculation Period a daily VWAP is
below 80% of the closing price on the day before the Issuance
Date, the Company will immediately issue additional shares.  At
the end of the Calculation Period, (a) if the sum of the Initial
Shares and any Additional Issuance is less than the Final Amount,
the Company shall immediately issue additional shares to
Ironridge, up to the Final Amount, and (b) if the sum of the
Initial Shares and any Additional Issuance is greater than the
Final Amount, Ironridge shall promptly return any remaining shares
to the Company and its transfer agent for cancellation.

However, the Order provides that under no circumstances will the
Company issue to Ironridge a number of shares of Common Stock in
connection with the settlement of claims which, when aggregated
with all shares of Common Stock then owned or beneficially owned
or controlled by Ironridge and its affiliates, at any one time
exceed 9.99% of the total number of shares of Common Stock of the
Company then issued and outstanding.

                      About Skinny Nutritional

Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB)
-- http://www.SkinnyWater.com/-- has developed and is marketing a
line of enhanced waters, all branded with the name "Skinny Water"
that are marketed and distributed primarily to calorie and weight
conscious consumers.

The Company reported a net loss of $6.91 million on $6.92 million
of net revenue for the year ended Dec. 31, 2010, compared with a
net loss of $7.30 million on $4.14 million of net revenue during
the prior year.

The Company also reported a net loss of $5.86 million on $5.18
million of net revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $5.39 million on $5.91 million of net
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $3.22
million in total assets, $3.58 million in total liabilities, all
current, and a $366,271 stockholders' deficit.

As reported by the TCR on April 25, 2011, Marcum, LLP, in Bala
Cynwyd, Pennsylvania, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
2010 financial results.  The independent auditors noted that the
Company had a working capital deficiency of $3,517,280, an
accumulated deficit of $37,827,090, stockholders' deficit of
$2,658,043 and no cash on hand.  The Company had net losses of
$6,914,269 and $7,305,831 for the years ended Dec. 31, 2010 and
2009, respectively.  Additionally, the Company is currently in
arrears under its obligation for the purchase of trademarks.
Under the agreement, the seller of the trademarks may choose to
exercise their legal rights against the Company's assets, which
includes the trademarks.


SL6 LLC: Court Sets Feb. 22 Disclosure Statement Hearing
--------------------------------------------------------
S.L.6, L.L.C., has filed a proposed Chapter 11 Plan of
Reorganization and explanatory disclosure statement.  The hearing
to consider the adequacy of the information contained in the
disclosure statement is scheduled for Feb. 22, 2012, at 11:00 a.m.

The Debtor owes approximately $15,353,000 to Zions Bank on
development loan obligations secured by two trust deeds against
the Debtor's real property.

The claims of the General Unsecured Creditors total approximately
$335,919.  Included in that amount are the claims of an insider of
the Debtor, S.L. Managers, L.L.C., in the amount of $300,000.

The Plan provides for the retention of all liens of Allowed
Secured Claimants and for the Debtor to endeavor to sell the Real
Property for a period of six months from the Effective Date.  The
secured claims of the Utah County Treasurer and Zions Bank will be
paid from the proceeds of any such sale.  Any sale for less than
an amount sufficient to pay in full the secured claims of Zions
Bank will require the consent of Zions.  In event the Debtor is
unable to sell the Real Property within six months following the
Effective Date, the Debtor will convey the Real Property to Zions
in full satisfaction of the debt to Zions.  In that event, the
lien of the Utah County Treasurer will remain in full force and
effect against the Real Property.

Claims of Unsecured Creditors will be paid pro rata from any
surplus from the sale of the Real Property and other funds of the
Debtor after payment of Priority Claims, Administrative Claims,
and Secured Claims.

Holders of Equity Interests in the Debtor will retain their
ownership interests only in the event that claimants with higher
priority claims are paid in full.

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

            http://bankrupt.com/misc/sl6llc.doc22.pdf

                         About S.L.6 L.L.C.

S.L.6 L.L.C., based in South Jordan, Utah, filed for Chapter 11
bankruptcy (Bankr. D. Utah Case No. 11-34911) on Oct. 13, 2011.
Judge William T. Thurman presides over the case.  Douglas J.
Payne, Esq., Gary E. Jubber, Esq., and Peter W. Billings, Esq., at
Fabian & Clendenin, in Salt Lake City, serve 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
Nathan D. Shipp, the authorized representative.


SOLUTIA INC: S&P Puts 'BB' Corp. Credit Rating on Watch Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all its ratings,
including the 'BBB' corporate credit rating, on Eastman Chemical
Co. This follows Eastman's announcement that it has agreed to
acquire Solutia Inc. for total consideration of about $4.7 billion
including assumed debt. The purchase price represents about 9x
Solutia's last-12-month EBITDA, excluding expected cost and tax
benefits. Eastman expects the transaction, which is subject to
Solutia shareholder approval and customary closing conditions, to
close by mid-2012.

"At the same time, we placed all our ratings on Solutia, including
the 'BB' corporate credit rating, on CreditWatch with positive
implications," S&P said.

"We believe that the acquisition of Solutia would strengthen
Eastman's business risk profile to 'strong' from 'satisfactory'--
as our criteria define the terms," said Standard & Poor's credit
analyst Cynthia Werneth. "The purchase would add a substantial
specialty chemical business with high and relatively stable
operating margins to Eastman's portfolio. We believe it should
enhance Eastman's competitive position by adding some
complementary technologies and accelerating access to high-growth
markets, particularly in Asia. We also believe that it would
improve manufacturing site, product, geographic, and end-market
diversity. Moreover, Eastman should benefit from increased overall
size and scale, and lower capital intensity. Finally, the
acquisition appears to offer the opportunity for meaningful tax
and cost synergies. We believe the integration has a high
probability of success given Eastman's experienced management team
and recent track record with smaller transactions and the fact
that its plans do not call for major operational restructuring."

"In connection with the proposed transaction, we are revising our
liquidity assessment on Eastman to 'adequate' from 'strong' (as
defined by our criteria). A key consideration is the reduced, but
in our view, still adequate, headroom under the company's 3.5x
maximum debt to EBITDA covenant in its $750 million revolving
credit facility maturing in 2016. At closing, we expect liquidity
to consist primarily of full revolver availability and an
unused $200 million accounts receivable securitization program,"
S&P said.

"The stable outlook on Eastman is underpinned by moderate
financial policies that we believe will remain supportive of the
company's investment-grade ratings. In the years immediately
following Eastman's acquisition of Solutia, we expect share
repurchases to be minimal and additional debt-financed
acquisitions to be very limited. Credit measures should meet our
expectations even in the face of soft economic conditions in much
of the developed world. Nevertheless, we could lower the ratings
if FFO to total adjusted debt were to drop below 20% with no
prospects for recovery. We believe this could occur if revenue
growth slowed to 1.5% from expected pro forma 2012 levels and
EBITDA margins dropped to about 17% from roughly 20%," S&P said.

"If the transaction closes as currently structured, we expect to
raise Solutia's corporate credit rating to 'BBB' (the same as
Eastman's) at closing," Ms. Werneth continued. "If Eastman
subsequently refinances Solutia's debt as we expect, we would
withdraw all our ratings on Solutia."


SOLYNDRA LLC: In Talks With Potential Turnkey Buyers
----------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that Solyndra LLC is still talking to buyers who may be
interested in restarting the failed solar-panel manufacturer's
operations, the company's attorney tells The Wall Street Journal's
Bankruptcy Beat.

A second deadline to find a so-called "turnkey" buyer for the
business came and went in January without any qualified bids, but
bankruptcy attorney Debra Grassgreen, Esq. --
dgrassgreen@pszjlaw.com -- said several potential turnkey buyers
are talking to the company and conducting due diligence.

There's a Feb. 22 auction to sell the Company's assets on a
piecemeal basis.

According to DBR, Ms. Grassgreen said Tuesday that a sale of the
business is still within the realm of possibility before the
auctioneer takes the podium.  "We could change course," she said,
adding that "at this point, we don't have any reason to believe we
would get an offer high enough to change our course."

                          About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.  The Committee has tapped
Blank Rome LLP as counsel.

Solyndra is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are Evergreen Solar and start-up Spectrawatt Inc., both of which
filed in August, and Stirling Energy Systems Inc., which filed for
Chapter 7 bankruptcy late in September.


SPECTRAWATT INC: Wins Confirmation of Liquidating Plan
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that SpectraWatt Inc. received approval for the Chapter 11
plan at a Jan. 25 hearing.  Holders of secured notes with $41.1
million in claims were to recover 11.8%, according to a disclosure
statement.  From a settlement with noteholders, cash was set aside
so unsecured creditors with as much as $2.3 million in claims
could recover as much as 11.8%, so long as the class voted for the
plan. Noteholders waived their deficiency claims.

                      About SpectraWatt Inc.

Based in Hopewell Junction, New York, SpectraWatt Inc. was spun
off from Intel in June 2008 and raised $50 million through a sale
of preferred stock to its former parent and other investors
including Goldman Sachs Group Inc.'s Cogentrix Energy LLC, PCG
Clean Energy and Berlin-based solar panel maker Solon SE.  The
Company has also issued about $36.7 million in senior secured
convertible notes.

The Company's manufacturing facility in Hopewell Junction is
designed to generate over 200 megawatts of production per year.
The plant began operations in January 2010 with an initial
capacity of only 30 megawatts per year.

The Company began winding down its affairs late last year after
encountering setbacks and shut down the lone manufacturing
facility in March, and fired all its workers.

SpectraWatt filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
11-37366) on Aug. 19, 2011, in Poughkeepsie, New York.
SpectraWatt estimated as much as $50 million in both debt and
assets as of the Chapter 11 filing.  Mark W. Wege, Esq., and Eric
M. English, Esq., at King & Spalding LLP, in Houston, Texas, and
Scott I. Davidson, Esq., at King & Spalding LLP, in New York,
represent the Debtor as counsel.

SpectraWatt sold most of its assets in October for $4.3 million to
Canadian Solar Inc.  The intellectual property was sold for
$30,000 at auction in December.


ST. PETE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: St. Pete Beach Properties, LLC
        P.O. Box 1839
        Tampa, FL 33601

Bankruptcy Case No.: 12-01037

Chapter 11 Petition Date: January 26, 2012

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Barbara A. Hart, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER, P.A.
                  110 E. Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  E-mail: bhart.ecf@srbp.com

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

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

The Company's list of its 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/flmb12-01037.pdf

The petition was signed by Henry R. Suarez, president of Suarez
Financial Group, Inc., manager.


SWISS CHEETAH: Moody's Lowers Rating on $37.5MM Notes to 'Caa1'
---------------------------------------------------------------
Moody's Investors Service announced this rating action on Swiss
Cheetah LLC Asset Protection Transaction 8, a collateralized debt
obligation transaction.

The CSO, issued in 2003, references a portfolio of synthetic
corporate senior unsecured and subordinated bonds.

Issuer: Swiss Cheetah LLC Asset Protection Transaction 8

US$37,500,000 Swiss Cheetah 8B Bond, Downgraded to Caa1 (sf);
previously on February 4, 2011 Upgraded to B1 (sf).

RATINGS RATIONALE

Moody's rating action is the result of a deterioration in the
credit quality of the referenced portfolio and the remaining
subordination in the transaction. The notes are due to mature in
March 2013. Since inception, the portfolio has experienced four
credit events. There have been no additional credit events since
the last rating action in February 2011.

The weighted average rating factor of the portfolio, not adjusted
for forward looking measures, has deteriorated from 1124 since
February 2011 to 1244 currently, equivalent to a Ba2 average
rating of the current portfolio. The weakening credit quality of
the referenced portfolio is mainly driven by downgrades to
references in the European Banking industry. The deal has a 31%
exposure to European credits of which 8% are European banks. The
Banking, Finance and Insurance industry sectors represent 27% of
the initial portfolio notional.

Moody's notes that the deal references the subordinated debt of
the Bank of Ireland, which has undergone a restructuring and may
therefore trigger an additional credit event.

Since inception of the transaction, the subordination of the rated
tranche has been reduced by 1.39% to 5.13% due to credit events on
Delphi Corporation, Federal Home Loan Mortgage Corporation,
Federal National Mortgage Association and General Motors
Corporation.

The principal methodology used in this rating was "Moody's
Approach to Rating Corporate Collateralized Synthetic Obligations"
published in September 2009.

Moody's analysis for this transaction is based on CDOROM 2.8.

Moody's rating action factors in a number of sensitivity analyses
and stress scenarios, discussed below. Results are given in terms
of the number of notches' difference versus the base case, where
higher notches correspond to lower expected losses, and vice-
versa:

* Market Implied Ratings ("MIRs") are modeled in place of the
  corporate fundamental ratings to derive the default probability
  of the reference entities in the portfolio. The gap between an
  MIR and a Moody's corporate fundamental rating is an indicator
  of the extent of the divergence in credit view between Moody's
  and the market. The result of this run is three notches below
  the base case run.

* Bank of Ireland is modeled as defaulted considering that the
  subordinated notes have experienced a restructuring. The result
  of this run is two notches below the base case run.


TEXRON ENERGY: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Texron Energy, LLC
          aka M/121, LP
              Legacy Liquors, Inc.
              OSX
        P.O. Box 379
        Fate, TX 75132

Bankruptcy Case No.: 12-40193

Chapter 11 Petition Date: January 30, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Mohammed S. Sajeel Khaleel, Esq.
                  KHALEEL & ASSOCIATES
                  9401 LBJ Freeway, Suite 400
                  Dallas, TX 75243
                  Tel: (972) 808-0777
                  E-mail: skhaleel@khaleellaw.com

Scheduled Assets: $1,572,167

Scheduled Liabilities: $1,019,358

The Company's list of its eight largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/txeb12-40193.pdf

The petition was signed by Tony E. Arterburn, Jr., managing
member.


TRANSOCEAN: Moody's Publishes Issuer Comment on Summary Judgment
----------------------------------------------------------------
Moody's Investors Service has published an Issuer Comment
describing the ratings impact of the January 26th, 2012 court
order regarding the partial summary judgment in the Deepwater
Horizon court case. The Court ruled that Transocean would be
protected under the contract indemnity agreement for claims for
compensation by third parties. While this is positive for
Transocean, the Court also ruled that Transocean would not be
indemnified for any punitive damages or for any civil penalties
and fines assessed to Transocean, if any, under the Clean Water
Act.

RATINGS RATIONALE

Transocean Inc.'s ratings remain on review for a possible
downgrade. The review will be resolved once Moody's has completed
Moody's analysis of the future operational performance of the
company taking into consideration its plans for future capital
expenditures, asset sales, distributions to shareholders, and
potential Macondo punitive damages and Clean Water Act penalties
and fines.

Moody's current ratings for Transocean Inc and following
affiliates are:

Transocean Inc.

Senior Unsecured (domestic currency) Rating of Baa3, ON WATCH

Senior Unsec. Shelf (domestic currency) Rating of (P)Baa3, ON
WATCH

Subordinate Shelf (domestic currency) Rating of (P)Ba1, ON WATCH

Commercial Paper (domestic currency) Rating of P-3

Transocean Worldwide

BACKED Senior Unsecured (domestic currency) Rating of Baa3, ON
WATCH

Global Marine Inc.

BACKED Senior Unsecured (domestic currency) Rating of Baa3, ON
WATCH

The principal methodology used in rating Transocean was the Global
Oilfield Services Industry Methodology published in December 2009.

Transocean, Inc. is a leading provider of offshore contract
drilling for oil and gas companies around the world. The company
is a wholly-owned subsidiary of Transocean Ltd. which is
headquartered in Zug, Switzerland.


TRIDENT MICROSYSTEMS: Creditors Object to Sale, Employees Payout
----------------------------------------------------------------
Lana Birbrair at Bankruptcy Law360 reports that the unsecured
creditors in the Delaware bankruptcy case of Trident Microsystems
Inc. objected Thursday to a proposed $55 million stalking horse
bid for the company's set-top box assets and the planned payout of
more than $10 million to Trident employees.

The official committee of unsecured creditors argued that the sale
to home-entertainment silicon and software solutions provider
Entropic Communications Inc. was discouraging others from offering
higher prices, Law360 relates.

As reported in the Troubled Company Reporter on Jan. 27, 2012,
that Trident Microsystems Inc. has been authorized to hold a Feb.
23 auction for the assets.  The first bid of $55 million for
Trident's set-top box business will be made by Entropic
Communications Inc.  Competing bids must be made initially by
Feb. 21.  The hearing for approval of the sale will take place
Feb. 27.  The sale to Entropic was worked out before Trident filed
its Chapter 11 petition on Jan. 4 in Delaware.

                   About Trident Microsystem

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Kurtzman Carson Consultants is
the claims and notice agent.

Trident had $309,992,980 in assets and $39,607,591 in liabilities
as of Oct. 31, 2011.  The petition was signed by David L.
Teichmann, executive VP, general counsel & corporate secretary.


TRIDENT MICROSYSTEMS: Can Pay $2-Mil. in Critical Vendors Claims
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized Trident Microsystems, Inc., et al., to pay critical
vendor claims in an amount not to exceed $2,000,000 in the
aggregate.

The Debtors will require, as a condition to payment of any
critical vendor claim, that the critical vendors agree to (a)
release any liens; and (b) on a prospective basis, provide credit,
pricing or payment terms equal to, or better than, those provided
to the Debtors prepetition.

In the event that any critical vendor who has received payment for
its pre-petition claims refuses to supply goods or to perform
services for the Debtors on such prepetition trade credit terms,
the Debtors may, without further order of the Court, deem the
payments made to such critical vendor to have been in payment of
then-outstanding postpetiton claims of such critical vendors.

                  About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Kurtzman Carson Consultants is
the claims and notice agent.

Trident had $309,992,980 in assets and $39,607,591 in liabilities
as of Oct. 31, 2011.  The petition was signed by David L.
Teichmann, executive VP, general counsel & corporate secretary.

Attorneys at Pachulski Stang Ziehl & Jones LLP serve as counsel to
the Official Committee of Unsecured Creditors.


TSC GROUP: Fires 500 in Illinois and North Carolina
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that TSC Group LLC fired 500 employees at headquarters in
Charlotte, North Carolina, and a plant in Rock Island, Illinois,
according to a complaint filed on Jan. 25 in U.S. District Court
in Rock Island.  The complaint seeks wages for workers fired
without 60 days' notice required by federal law.  TSC describes
the business on the company Web site as "sales, marketing,
distribution and service of consumer brand products" to retailers.

According to Mr. Rochelle, a person who answered the telephone at
TSC's headquarters said the independent truck supply business was
shut down, although there are employees working at both locations.
She refused to provide more information and wouldn't identify
herself.

The lawsuit is Watson v. TSC Group LLC, 12-04011, U.S. District
Court, Central District of Illinois (Rock Island).


ULTIMATE ESCAPES: Liquidating Plan Effective Date Occurred Jan. 3
-----------------------------------------------------------------
The Effective Date of of the Second Amended Chapter 11 Liquidating
Plan proposed by Ultimate Escapes Holdings, LLC, et al, occurred
on Jan. 3, 2012.

As reported in the TCR on Dec. 15, 2011, the Debtors won approval
of the Chapter 11 Liquidating Plan on Dec. 8, 2011.

                      About Ultimate Escapes

Ultimate Escapes, Inc. -- http://www.ultimateescapes.com/-- was a
luxury destination club that sold club memberships offering
members reservation rights to use its vacation properties, subject
to the rules of the club member's Club Membership Agreement.  The
Company's properties are located in various resort locations
throughout the world.

Kissimmee, Florida-based Ultimate Escapes Holdings, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Del. Case No.
10-12915) on Sept. 20, 2010.  Affiliates Ultimate Resort, LLC;
Ultimate Operations, LLC; Ultimate Resort Holdings, LLC; Ultimate
Escapes, Inc. (fka Secure America Acquisition Corporation); P & J
Partners, LLC; UE Holdco, LLC; UE Member, LLC, et al., filed
separate Chapter 11 petitions.

Scott D. Cousins, Esq., Sandra G. M. Selzer, Esq., and Nancy A.
Mitchell, Esq., at Greenberg Traurig LLP, assist the Debtors in
their restructuring efforts.  CRG Partners Group LLC is the
Debtors' chief restructuring officer.  BMC Group Inc. is the
Company's claims and notice agent.

Christopher A. Ward, Esq., Shanti M. Katona, Esq., and Peter W.
Ito, Esq., at Polsinelli Shughart PC, represent the Creditors
Committee.

Ultimate Escapes estimated assets at $10 million to $50 million
and debts at $100 million to $500 million as of the Petition Date.


USAM CALHOUN: Court Dismissed Chapter 11 Bankruptcy Case
--------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
dismissed, on Jan. 19, 2012, the Chapter 11 case of USAM Calhoun
Land, LLC, without prejudice.  The Order came after the Debtor
filed a Motion to Dismiss.

The Court directed the Debtor to pay these amounts to creditors:

          Adams Surveying             $4,059
          Advanced Appraisal Group    $1,800
          Jack H. Lieberman         $125,000
          Robin Lieberman           $125,000

If the Debtor fails to pay the creditors within 30 days from the
date of dismissal, those creditors will have standing to file a
motion with the Court to reopen the case.

The Court held it is unnecessary for Graves, Dougherty, Hearon &
Moody, P.C., to file a fee application in this case.

                        About USAM Calhoun

USAM Calhoun Land LLC filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 11-12232) on Sept. 6, 2011, in Austin.  James V.
Hoffner, Esq., at Graves, Dougherty, Hearon & Moody, P.C. serves
as counsel to the Debtor.  The Debtor scheduled $15,500,000 in
assets and $10,949,093 in debts.

The U.S. Trustee said that an official committee under 11 U.S.C.
Sec. 1102 has not been appointed in the bankruptcy case of USAM
Calhoun Land LLC because an insufficient number of persons holding
unsecured claims against the Debtor have expressed interest in
serving on a committee.  The U.S. Trustee reserves the right to
appoint such a committee should interest developed among the
creditors.


VADIUM TECHNOLOGY: Files for Chapter 11 in Seattle
--------------------------------------------------
Vadium Technology, Inc., filed a bare-bones Chapter 11 bankruptcy
petition (Bankr. W.D. Wash. Case No. 12-10808) on Jan. 30, 2012,
in Seattle.  The Debtor estimated assets and liabilities of $10
million to $50 million.  Its schedules are due Feb. 13, 2012.


VADIUM TECHNOLOGY: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Vadium Technology, Inc.
        PMB 4568
        Seattle, WA 98194

Bankruptcy Case No.: 12-10808

Chapter 11 Petition Date: January 30, 2012

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Marc Barreca

Debtor's Counsel: Dallas W. Jolley, Jr., Esq.
                  4707 S. Junett Street, Suite B
                  Tacoma, WA 98409
                  Tel: (253) 761-8970
                  E-mail: dallas@jolleylaw.com

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

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

The petition was signed by Rodney Gene Nicholls, president & CEO.

Debtor's List of Its 19 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Lawerence Lavine                   Unsecured Loan         $242,500
9424 Veterans Drive
Lakewood, WA 98498

Kenyon Luce                        Unsecured Loan         $159,277
4505 Pacific Highway E, Suite A
Tacoma, WA 98424

John Parker                        Unsecured Loan         $150,000
2043 S. Washington Street
Denver, CO 80201

Walt & Denise Smith                Unsecured Loan         $135,000

Beresford Booth, PLLC              Trade Debt             $125,000

Jim Anderson                       Unsecured Loan          $65,000

TATS of WA< Inc.                   Unsecured Loan          $65,000

Terry Korotozer                    Unsecured Loan          $65,000

Luce & Associates                  Trade Debt              $62,352

Stonebridge Security, Inc.         Trade Debt              $60,700

Grindstone Management, LLC         Unsecured Loan          $52,000

Jeff Haley                         Trade Debt              $52,000

Jim Wallace                        Unsecured Loan          $50,000

Solutonz Conferencing              Trade Debt              $49,500

SNR Denton                         Trade Debt              $41,436

Wendy Costello                     Unsecured Debt          $40,000

Pacess, Inc.                       Trade Debt              $38,500

Dorsey Whitney, LLP                Trade Debt              $30,000

Fenwick & West                     Trade Debt              $23,100


VEY FINANCE: Objects to Compass Bank's Plan Disclosures
-------------------------------------------------------
Debtor Vey Finance, LLC, objects to the Creditor's First Amended
Disclosure Statement filed by Compass Bank in the Debtor's
Chapter 11 case.  The Debtor stated:

1. At page 7, Article 2.02, Factors Precipitating Bankruptcy
Filing, effectively represents the litigation that was pending
between the parties pre-petition.  It fails to include the
counterclaims of Vey Finance, LLC, which are all included in the
Plaintiff's Original Complaint and Request for Injunctive Relief
filed against Compass Bank in Adversary Number 11-03018-hcm on
Aug. 8, 2011.

2. Article 2.03 concerning the Debtor's relationship with Compass
misrepresents the secured status of Compass Bank's loans.

3. Article 2.04 concerning the Debtor's scheduled assets and
liabilities fails to include the amount of the assets and claims
involved in the proceeding, as reflected on the Debtor's Amended
Schedules filed in this proceeding on Nov. 29, 2011.

4. Page 9, Article 2.06 discussing the Summary of Debtor's Current
Financial Condition does not include the most recently filed
Monthly Operating Report or any of the Amended Monthly Operating
Reports, nor does it include the most recent loan status reports
for all three of the Debtor's lenders.

5. Page 9, Article 3.02, under General Concept of the Plan,
Compass Bank mischaracterizes the general concept of the Plan.

6. In Article 3.03, Significant Legal Events During the Chapter 11
Case, the Bank's Disclosure is deficient.

7. At page 15, discussing the Class 6-Claims of Compass Bank, at
subparagraph(4) Compass Bank fails to disclose why the Debtor's
lawsuit should be dismissed and Compass Bank does not state that
the Debtor's claims against it are unmeritorious.

8. At page 17, Article 5.02, Compass Bank fails to identify the
Disbursing Agent and to whom the Disbursing Agent will answer.

9. At page 18, Article 5.04 concerning Administration of Claims,
the Disclosure Statement states that "The Disbursing Agent and
Compass jointly shall review the schedules and filed proofs of
claim" without providing any rationale for why Compass' rights are
elevated over all of the other parties to the proceeding.

10. At page 19, Article 5.05, entitled Pursuit of Causes of
Action, all causes of action will vest in the Debtor and be
preserved for the benefit of the estate.  However, the Disclosure
Statement fails to identify any causes of action which the
Disbursing Agent will cause the Debtor to bring.

11. At page 20, Article 6.01 entitled Background to Litigation,
Compass Bank's description of the pending litigation is wholly
inadequate.

12. The description of the litigation concludes at Article 6.06 on
page 23, without disclosing that there is a trial date set between
Vey Finance, LLC, and Compass Bank on March 26, 2012, in Case
Number 3:11-CV-359-PRM.

13. At page 24, Article 7.03, a Duties of Disbursing Agent
paragraph is included.  The paragraph fails to disclose that the
Disbursing Agent will do whatever Compass Bank tells the
Disbursing Agent to do.

14. At page 25, Article 8.01(3), titled Conversio of the Chapter
11 Case to a Chapter 7 Case, Compass Bank fails to provide any
rationale for the conclusions contained in this paragraph.

15. At page 25, Article 9.01, there is a discussion Analysis.
However, there is no Liquidation Analysis.

                      Compass Bank's Plan

As reported in the TCR on Jan. 25, 2012, Compass Bank, a creditor
and party-in-interest in the Chapter 11 case of Vey Finance, LLC,
filed a First Amended Liquidating Plan of Reorganization for the
Debtor, on Dec. 14, 2011, and the explanatory First Amended
Disclosure Statement.

The Debtor has not filed a plan of reorganization and disclosure
statement.

In general, the Plan calls for the appointment of a Disbursing
Agent to (1) transfer and assign to the Bank of the West (owed
$1,445,993) and to Capital Bank (owed $874,124) all of the
collateral for their debts, (2) to liquidate all of the Debtor's
assets and pay Creditors with Allowed Claims according to the
terms of the Plan, (3) to pay 100% of the Allowed Claims of
Unsecured Creditors (estimated by Compass not to exceed $116,606),
plus interest) within 30 days after the Effective Date of the
Plan, (4) to compromise and settle pending litigation with
Compass, and (5) when all Allowed Administrative, Priority, Ad
Valorem Tax and Unsecured Claims have been paid, to pay to Compass
the balance of all funds in the Estate until its Allowed Claim has
been paid in full.

Payments to Unsecured Creditors will be made from cash in the
Estate, or from funds that may be advanced by Compass if there is
insufficient cash in the Estate.

Compass will have an Allowed Claim of $9,045,859.  On the
Effective Date, or as soon thereafter as is practicable, the
Disbursing Agent will assign or otherwise transfer to Compass all
of the property which is collateral for the Allowed Claim of
Compass.  The USDC Lawsuit will be compromised and settled as
described in Article VI.

After Allowed Claims in Classes 1 (Administrative claims), 2
(Priority Non-Tax Claims), 3 (Ad Valorem Tax Claims) and 7
(Unsecured Claims) have been paid, the Disbursing Agent will pay
to Compass the remaining balance of all proceeds resulting from
the liquidation of the assets of the Debtor, until its Allowed
Claim is paid in full.

On the Effective Date, all Equity Interests in the Debtor will be
canceled.

A copy of the Compass Bank's First Amended Disclosure Statement
explaining its First Amended Liquidating Plan of Liquidation for
the Debtor is available for free at:

         http://bankrupt.com/misc/veyfinance.doc137.pdf

                       About Vey Finance

Vey Finance, LLC, in El Paso, Texas, filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Case No. 11-30901) on May 13, 2011.
Judge H. Christopher Mott presides over the case.  Corey W.
Haugland, Esq., at James & Haugland, P.C., in El Paso, Texas,
represents the Debtor as bankruptcy counsel.  John W. (Jay)
Dunbar, CPA, serves as its regular accountant.  The petition was
signed by Veronica L. Veytia, managing member.

In its amended schedules, the Debtor disclosed $10,137,454 in
assets and $12,667,725 in liabilities.


VITAMINSPICE: Court OKs Reed Smith's Withdrawal as Counsel
----------------------------------------------------------
The Bankruptcy Court approved a request from Reed Smith LLP to
withdraw as counsel for VitaminSpice.

Reed Smith entered its appearance in the bankruptcy case on
Aug. 22, 2011, by filing objections to certain pending motions as
local counsel with Hillard M. Sterling, Esq., of Lewis Brisbois
Bisgaard & Smith, LLP.  Mr. Sterling also entered an appearance in
the case and his appearance has been approved pursuant to by order
dated Sept. 7, 2011.

VitaminSpice executed an engagement letter formalizing Reed
Smith's representation which required VitaminSpice to deliver
ReedSmith a retainer and otherwise pay invoices upon presentation.
Despite several demands for payment of a retainer and for payment
of invoices delivered, VitaminSpice has not made any payments.

Under Pennsylvania Rule of Professional Conduct, withdrawal is
permitted if the client fails substantially to fulfill an
obligation to the lawyer regarding the lawyer's services, and has
been given reasonable warning that the lawyer will withdraw unless
the obligation is fulfilled.

                        About VitaminSpice

Five creditors filed an involuntary Chapter 11 petition (Bankr.
E.D. Pa. Case No. 16200) against Wayne, Pennsylvania-based
VitaminSpice aka Qualsec on Aug. 5, 2011.  The creditors, owed
roughly $414,000 in the aggregate, are: John Robison in
Philadelphia, Pennsylvania; IBT South Florida, LLC, in Fort
Lauderdale, Florida; Learned J. Hand in Chapel Hill, North
Carolina; and Jehu Hand in Dana Point, California; and Esthetics
World in Cheyenne, Wyoming.  Judge Magdeline D. Coleman presides
over the case.  Peter Edward Sheridan, Esq. --
sheridan.pete@gmail.com -- in Philadelphia, Pennsylvania,
represents the petitioning creditors.

The company makes vitamin- and antioxidant-infused spices as food
and dietary supplements.


VOICES OF FAITH: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Voices of Faith Ministries, Inc. filed with the Bankruptcy Court
for the Northern District of Georgia its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $24,460,344
  B. Personal Property              $787,749
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $22,312,569
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $70,163
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $146,724
                                 -----------      -----------
        TOTAL                    $25,248,139      $22,529,457

Voices of Faith Ministries, Inc., based in Stone Mountain,
Georgia, filed for Chapter 11 bankruptcy (Bankr. N.D. Ga. Case No.
11-85028) on Dec. 5, 2011.  The petition was signed by Gary
Hawkins, Sr., CEO.  The Debtor has hired Moore Law Group LLC and
Geiger Law LLC as co-bankruptcy counsel.


VUZIX CORP: Defers Payment of $141,666 LC Capital Debt Until 2014
-----------------------------------------------------------------
Vuzix Corporation entered into a Supplemental Agreement with LC
Capital Master Fund Ltd.  Pursuant to the Supplemental Agreement,
payment of principal in the amount of $141,666 payable to LC
Capital on Jan. 23, 2012, pursuant to a Convertible Loan and
Security Agreement dated as of Dec. 23, 2010, was deferred until
the maturity of the loan pursuant to the Loan Agreement.  The
stated maturity date of that loan is Dec. 23, 2014.  Repayment of
the loan can be accelerated upon the occurrence of an Event of
Default, as described in the Loan Agreement.

                         About Vuzix Corp.

Rochester, New York-based Vuzix Corporation (TSX-V: VZX)
OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video
Eyewear products in the defense, consumer and media &
entertainment markets.

The Company reported a net loss of $4.55 million on $12.25 million
of total sales for the year ended Dec. 31, 2010, compared with a
net loss of $3.25 million on $11.88 million of total sales during
the prior year.

The Company also reported a net loss of $2.26 million on
$9.24 million of total sales for the nine months ended Sept. 30,
2011, compared with a net loss of $4.08 million on $6.70 million
of total sales for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$6.90 million in total assets, $12.35 million in total
liabilities, and a $5.45 million total stockholders' deficit.

As reported by the TCR on April 6, 2011, EFP Rotenberg, LLP, in
Rochester, 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 substantial losses
from operations in recent years.  In addition, the Company is
dependent on its various debt and compensation agreements to fund
its working capital needs.  According to the independent auditors,
some of these obligations include financial covenants which the
company must comply with.


WASTE2ENERGY HOLDINGS: GlassRatner Okayed as Trustee's Advisors
---------------------------------------------------------------
Wayne P. Weitz, the Chapter 11 Trustee for Waste2Energy Holdings,
Inc., sought and obtained permission from the U.S. Bankruptcy
Court for the District of Delaware to employ GlassRatner Advisory
& Capital Group LLC as his financial advisor.

GlassRatner will charge for its legal services on an hourly basis
in accordance with its ordinary and customary hourly rates.  The
firm will also seek reimbursement of actual and necessary out-of-
pocket expenses.

The current rates of GlassRatner professionals and support staff
are:

      Principals                   $350 to $575 per hour
      Directors                    $240 to $425 per hour
      Managers, Staff and Admin     $95 to $295 per hour

The current rates of GlassRatner professionals and support staff
expected to perform significant work in the case are:

      Evan Blum                    $450 per hour
      Arnold Farber                $265 per hour
      Sean Allen                   $265 per hour
      Tess Wolf                    $195 per hour

GlassRatner was retained by the Chapter 11 Trustee pursuant to an
engagement agreement executed on Dec. 15, 2011.

The Chapter 11 Trustee believes that GlassRatner does not hold any
interest adverse to any Debtor's estates and, while employed by
the Trustee, will not represent any person having an interest
adverse to any Debtor's estate.  The Trustee also believes that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                   About Waste2Energy Holdings

Greenville, South Carolina-based Waste2Energy Holdings, Inc. (Pink
Sheets: WTEZ) -- http://www.waste2energy.com/-- is a "cleantech"
technology company that designs, builds, installs and sells waste
to energy plants that generate "Renewable Green Power" converting
biomass or other solid waste streams traditionally destined for
landfills into clean renewable energy.

The Company's balance sheet at June 30, 2010, showed $3.4 million
in total assets, $11.7 million in total liabilities, and a
stockholders' deficit of $8.3 million.

On Aug. 8, 2011, four creditors filed an involuntary Chapter 11
petition against Waste2Energy Holdings (Bankr. D. Del. Case No.
11-12504).  Judge Kevin J. Carey presides over the case.  The
petitioning creditors, allegedly owed $3.2 million in the
aggregate, are represented by Frederick B. Rosner, Esq., at The
Rosner Law Group, LLC.

On Sept. 21, 2011, the Court entered an order effectively
converting the case from an involuntary to voluntary chapter 11
proceeding.  On Oct. 4, 2011, Wayne P. Weitz was appointed Chapter
11 trustee.

Meanwhile, Waste2Energy Inc. filed a Chapter 11 petition (Bankr.
D. Del. Case No. 12-10312) on Jan. 14, 2012.  Patrick J. Reilley,
Esq. at Cole, Schotz, Meisel, Forman & Leonard P.A., serves as
counsel.  The Debtor estimated up to $50,000 in assets and up to
$1 million in debts.  The petition was signed by Wayne P. Weltz,
trustee for Waste2Energy Holdings, Inc., parent company and owner.


WAVE SYSTEMS: To Sell $20 Million Class A Common Shares
-------------------------------------------------------
Wave Systems Corp., entered into an At Market Issuance Sales
Agreement with MLV & Co., pursuant to which the Company, from time
to time, may issue and sell through MLV, acting as the Company's
sales agent, shares of the Company's Class A common stock.  The
Company's board of directors has authorized the issuance and sale
of shares of the Company's Class A common stock under the Sales
Agreement for aggregate gross sales proceeds of up to $20,000,000.
Offers and sales of Class A common stock under the Sales Agreement
will be made pursuant the Company's previously filed shelf
registration statement on Form S-3, which was declared effective
on July 22, 2011, and a prospectus supplement, dated Jan. 30,
2012, and accompanying prospectus.  The shelf registration
statement registered the offer and sale of up to $30,000,000
aggregate offering price of the Company's Class A common stock and
other securities; the maximum $20,000,000 covered under the Sales
Agreement will be part of this $30,000,000.

Pursuant to the Sales Agreement, the sales, if any, of the
Company's Class A common stock will be made only by methods deemed
to be an "at the market offering" as defined in Rule 415
promulgated under the Securities Act of 1933, as amended,
including without limitation sales made directly on the NASDAQ
Capital Market, on any other existing trading market in the United
States for the Company's Class A common stock or to or through a
market maker in the United States.  Pursuant to the Sales
Agreement, MLV may also sell the Company's Class A common stock by
any other method permitted by law and the rules and regulations of
the NASDAQ Capital Market, including but not limited to in
privately negotiated transactions, subject to prior written
approval by the Company.  MLV will act as the Company's sales
agent on a commercially reasonable efforts basis consistent with
its normal trading and sales practices.

Pursuant to the Sales Agreement, MLV will be entitled to
compensation at a fixed commission rate of 3.0% of the gross
proceeds from the sale of shares of Class A common stock subject
to the Sales Agreement.  The Company has agreed to reimburse a
portion of MLV's expenses in connection with the offering of the
Company's Class A common stock under the Sales Agreement.  The
Company has also provided MLV with customary indemnification
rights under the Sales Agreement.

The Sales Agreement will terminate upon the earlier of (i) the
issuance and sale of all shares of the Company's Class A common
stock subject to the Sales Agreement, (ii) July 21, 2014, or (iii)
the termination of the Sales Agreement as permitted therein.  MLV
may terminate the Sales Agreement in certain circumstances,
including but not limited to the occurrence of a material adverse
effect that, in MLV's reasonable judgment, would materially impair
its ability to market the Company's Class A common stock.  In
addition, the Company or MLV may terminate the Sales Agreement at
any time and for any reason upon 10 days prior notice to the other
party.

                        About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

The Company reported a net loss of $4.12 million on $26.05 million
of total net revenues for the year ended Dec. 31, 2010, compared
with a net loss of $3.34 million on $18.88 million of total net
revenues during the prior year.

The Company also reported a net loss of $5.93 million on $25.10
million of total net revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $2.91 million on $19.01 million
of total net revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $27.53
million in total assets, $13.23 million in total liabilities and
$14.30 million in total stockholders' equity.

Due to the early stage nature of its market category, Wave is
unable to predict with a high enough level of certainty whether
enough revenue will be generated to fund its cash flow
requirements for the twelve-months ending Sept. 30, 2012.  Given
the uncertainty with respect to Wave's revenue forecast for the
twelve-months ending Sept. 30, 2012, Wave may be required to raise
additional capital through either equity or debt financing in
order to adequately fund its capital requirements for the twelve-
months ending Sept. 30, 2012.  As of Sept. 30, 2011, the Company
had approximately $6.9 million of cash on hand and positive
working capital of approximately $1.3 million.  Considering the
Company's current cash balance and Wave's projected operating cash
requirements, the Company projects that it will have enough liquid
assets to continue operating through Sept. 30, 2012.  However, due
to the Company's current cash position, its capital needs over the
next twelve months and beyond, the fact that it may require
additional financing and uncertainty as to whether it will achieve
its sales forecast for its products and services, substantial
doubt exists with respect to its ability to continue as a going
concern.

Wave's independent registered public accounting firm has issued a
report dated March 16, 2010, that includes an explanatory
paragraph referring to its significant operating losses and
substantial doubt about its ability to continue as a going
concern.


WAYTRONX INC: Amends Form S-1 Registration Statement
----------------------------------------------------
CUI Global, Inc., filed with the U.S. Securities and Exchange
Commission amendment no.2 to Form S-1 registration statement
relating to the Company's offering of an indeterminate shares of
common stock.  The Company's common stock is currently quoted on
the OTC Bulletin Board under the symbol "CUIG.OB."  On Aug. 17,
2011, the Company filed an application for listing its common
stock on the Nasdaq Capital Market tier of The Nasdaq Stock Market
which application has not yet been approved.

Merriman Capital, Inc., acting as the representative of the
underwriters, is offering the shares of the Company's common stock
on a "firm commitment basis."

A full-text copy of the amended prospectus is available for free
at http://is.gd/2jv4La

                          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.


WEST END FINANCIAL: Wins Approval of Reorganization Plan
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that West End Financial Advisors LLC has an approved
reorganization plan, given the signature by the bankruptcy judge
on a Jan. 27 order confirming the plan.  All voting classes were
almost unanimous in support of the plan.  The plan pays creditors
in the order of priority outlined in bankruptcy law.  There are
three secured creditors with claims aggregating about $13 million.
The disclosure statement recited the company's belief that the
security interest for a $5 million claim isn't valid.  There are
$6.6 million in general unsecured creditor claims and $84.6
million in unsecured investor claims.  The investors' claims will
be treated as claims rather than equity, although they won't be
paid until after non-investor's claims.  The plan creates a trust
to pursue lawsuits and distribute proceeds to creditors.

                     About West End Financial

West End Financial Advisors LLC, Sentinel Investment Management
Corp. and a number of affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-11152) in Manhattan on March 15,
2011.  New York-based West End estimated its assets and debts at
$1 million to $10 million.  Arnold Mitchell Greene, Esq., at
Robinson Brog Leinwand Greene Genovese & Gluck, P.C., serves as
the Debtors' bankruptcy counsel.

William Landberg created WEFA in 2000 as an investment and
financial management company. Subsequently he purchased Sentinel
Investment Management Corp., a boutique investment advisory
company.  Sentinel and WEFA targeted individual private clients
for investments in fixed income funds and alternative investment
products.  Mr. Landberg's ultimately resigned from all West End
related entities effective June 2, 2009, following a probe on
misappropriation of funds.  Mr. Landberg pleaded guilty in
November to securities fraud.  He agreed to forfeit $8.7 million
in assets.

West End filed under Chapter 11 in March shortly after the U.S.
District Court appointed a monitor at the behest of the Securities
and Exchange Commission.  West End was accused by the SEC of
committing securities fraud and misusing client funds.

Schedules of assets and liabilities for West End and its
funds showed assets of $400,000 and debt of $6.7 million, not
including $66 million from investors who may or may not be
considered creditors.  Debt includes $5.5 million in secured
claims, according to the schedules.

Secured creditors with the largest claims are DZ Bank ($118.1
million), West LB ($41 million), Iberia Bank ($11.3 million), and
Suffolk County National Bank ($8.3 million).

In July 2011 the bankruptcy judge ruled that West End should be
substantively consolidated with affiliates.  West End Financial
filed a plan of liquidation in bankruptcy court in August.


WESTERN POZZOLAN: Files for Chapter 11 in Las Vegas
---------------------------------------------------
Western Pozzolan Corp. filed a bare-bones Chapter 11 bankruptcy
petition (Bankr. D. Nev. Case No. 12-11040) in Las Vegas, Nevada,
on Jan. 30, 2012.  The Debtor estimated assets of $10 million to
$50 million and debts of up to $10 million.  According to the
docket, a meeting of creditors under 11 U.S.C. Sec. 341 is
scheduled for March 1, 2012 at 2:00 p.m.  Deadline for proofs of
claim is on May 30, 2012.

According to its Web site, Western Pozzolan operates the Long
Valley Pozzolan Plant in Lassen County, California.  Activities
include mining, processing, developing and marketing Pozzolan for
a variety of applications for which this inorganic, industrial
mineral is uniquely suited.

TCR's records indicate that this is not Western Pozzolan's first
bankruptcy filing.  The Debtor sought bankruptcy protection
(Bankr. D. Nev. Case NO. 10-27096) in Las Vegas on Sept. 9, 2010.


WESTERN POZZOLAN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Western Pozzolan Corp.
        9290 West Sahara Avenue, Suite 186
        Las Vegas, NV 89117

Bankruptcy Case No.: 12-11040

Chapter 11 Petition Date: January 30, 2012

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

Judge: Linda B. Riegle

Debtor's Counsel: Matthew Q. Callister, Esq.
                  CALLISTER & ASSOCIATES
                  823 Las Vegas Boulevard S, Suite 500
                  Las Vegas, NV 89101
                  Tel: (702) 385-3343
                  Fax: (702) 385-2899
                  E-mail: mqc@call-law.com

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

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

The petition was signed by James W. Scott, vice president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Department of Treasury             Tax Audit from 2006    $275,216
1973 N. Rulon White Boulevard
Ogden, UT 84201

Lassen County Tax                  Property Taxes          $75,857
220 South Lassen Street #3
Susanville, CA 96130

Pape Machinery                     Equipment Repair        $46,118
P.O. Box 5077
Portland, OR 97209

State of CA Franchise Tax          Tax Audit from 2006     $45,942

Plumas Sierra Electric             Electric Services       $27,807

Powerhouse, LLC                    Consultants             $27,190

American Canyon Dev                Outside Contracting     $22,798

ED Staun & Sons                    Fuel & Propane          $15,443

Steve Beck                         Expense Reports         $14,659

Enviroscientists                   Consultants             $14,362

Freight Aces                       Shipping                $10,346

Williams & Shedd, Attorneys at Law Attorneys               $10,108

Electro-Tech/IES                   Outside Contracting      $8,219

Glenn Quirk                        Employee Expense         $7,873
                                   Reports

KAM Group                          Packaging Bags           $6,534

Clearwater Environmental           Fuel for Kilns           $5,850

Graphic Packaging                  Packaging                $5,187

Todahl Logistics                   Trucking &               $5,100
                                   Transportation

Papros Inc.                        Testing                  $5,000

Cashman Cat                        Equipment Repairs        $4,967


W.R. GRACE: District Court Affirms Reorganization Plan
------------------------------------------------------
Judge Ronald Buckwalter of the U.S. District Court for the
District of Delaware has denied all objections and confirmed W.R.
Grace & Co. and its debtor affiliates' Plan of Reorganization in
its entirety.  The Bankruptcy Court decision approving the Joint
Plan was issued on January 31, 2011.  Grace filed for Chapter 11
protection on April 2, 2001.

Exactly a year ago from Jan. 31, Judge Judith Fitzgerald of the
U.S. Bankruptcy Court for the District of Delaware confirmed the
Debtors' Plan.  The Plan is co-proposed by the Official Committee
of Asbestos Personal Injury Claimants, the Official Committee of
Equity Security Holders, and the Asbestos Future Claimants
Representative.  The recently-affirmed Plan, filed in September
2008, underwent several amendments.  Prior to that, there were
several plans filed by the Debtors and other parties.

"This is another necessary step in emerging from Chapter 11," said
Fred Festa, Chairman and CEO.  "Two Federal courts have now ruled
that our Joint Plan is fair to all parties."

                      Plan Objections Overruled

Several parties-in-interest, including a group of prepetition bank
lenders and the Official Committee of Unsecured Creditors,
appealed from the Bankruptcy Court's Confirmation Order.  In its
appeal, the Bank Lenders argued that they should be paid the $140
million difference valued as of April 30, 2011 in the amount of
their interest and the amount of interest the Plan Proponents
under the Plan.

Other objecting parties are a group of claimants asserting claims
arising from asbestos-related personal injury caused by Grace's
former vermiculite mining operations in Libby, Montana, BNSF
Railway Company, Her Majesty the Queen in Right of Canada, the
State of Montana, Garlock Sealing Technologies LLC, Arrowood
Indemnity Company, Continental Casualty Company and Continental
Insurance Co., Maryland Casualty Company, and Travelers Casualty
and Surety Company.

                      Terms Under the Plan

The Joint Plan establishes two asbestos trusts to compensate
personal injury claimants and property owners.  Funds for the
trusts will come from a variety of sources including cash,
warrants to purchase Grace common stock, deferred payment
obligations, insurance proceeds and payments from certain third
parties.  The trusts' assets and operations are designed to cover
all current and future asbestos claims.

An estimation proceeding on the Debtors' asbestos liabilities was
held in 2008 but was concluded after the Debtors reached an
agreement settling all of their present and future asbestos-
related PI claims for $1.8 billion.  Prior to the agreement, the
Debtors were involved in a series of trials to estimate their
asbestos personal injury claims.  Grace's experts estimated that
the company's asbestos personal injury liabilities are between
$385 million and $1.314 billion.  The PI Committee, representing
more than 100,000 asbestos claimants, said Grace's liabilities
range from $4.7 billion to $6.2 billion.

Pursuant to the April 2008 settlement, the asbestos trusts will
be funded by:

-- Cash in the amount of $250,000,000;

-- Warrants to acquire 10,000,000 shares of Grace common stock
    at an exercise price of $17.00 per share, expiring one year
    from the effective date of a plan of reorganization;

-- Rights to proceeds under Grace's asbestos-related insurance
    coverage;

-- The value of cash and stock under the litigation settlement
    agreements with Sealed Air Corporation and Fresenius
    Medical Care Holdings, Inc.; and

-- Deferred payments at $110,000,000 per year for five years
    beginning in 2019, and $100,000,000 per year for 10 years
    beginning in 2024; the deferred payments would be
    obligations of Grace backed by 50.1% of Grace's common
    stock to meet the requirements of Section 524(g).

The Sealed Air settlement payment consists of (i) $512,500,000 in
cash, plus interest accrued from December 21, 2005 until the
Plan's effective date, at a rate of 5.5% per annum compounded
annually; and (ii) 18,000,000 shares of Sealed Air common stock.
As of January 31, 2012, Eastern Time, Sealed Air stocks are
priced at $19.93 per share, placing a value of about $358,740,000
on the settlement pact.

Sealed Air, in a company statement, maintained that it stands
ready to contribute its payment directly to the two Sec. 524(g)
trusts once the provisions of the settlement agreement are fully
met.  Sealed Air said that as of September 30, 2011, the total
cash payment would have been approximately $820 million, which
reflects the principal settlement amount of $512.5 million and
approximately $308 million of accrued interest, which accrues at
5.5% per annum and is compounded annually.  Sealed Air will fund a
substantial portion of the payment using available cash with the
remainder from its committed credit facilities.  The shares are
currently recognized in its diluted weighted average number of
shares outstanding for its net earnings per common share
calculations.  The payment would resolve all of Sealed Air's
current and future asbestos-related, fraudulent transfer and
successor claims as a result of the Cryovac transaction with Grace
in 1998.  Sealed Air noted that the District Court rulings remain
subject to further appeals before the Plan can become effective.

The Debtors will also fund a trust created for Canadian Zonolite
Attic Insulation Claims.  A settlement agreement relating to the
Canadian ZAI Claims, the Debtors' contribution to the Fund is
increased from C$6,500,000 to C$8,595,632 in the event the U.S.
Confirmation Order is entered by the U.S. Court on or before
January 31, 2011; and C$9,095,632 in the event that the U.S.
Confirmation Order is entered by the U.S. Court after January 31,
2011, but on or before July 31, 2011.

                          Grace CEO's Statement

"I am optimistic that the legal process related to our Joint Plan
is coming to an end and we can emerge in the near future," said
Mr. Festa.  "It is time to put the Joint Plan into effect so that
money can begin to flow to claimants who have been waiting for
more than a decade to be compensated, and Grace can move forward
as well.  I look forward to Grace emerging from Chapter 11 as a
vibrant, growing company with a great future."

The timing of Grace's emergence from bankruptcy depends on a
number of factors, including whether there are further appeals to
the Joint Plan, whether Grace may emerge with those appeals
outstanding, and whether conditions to payments from third parties
can be satisfied or waived.

The company will address the District Court's ruling in prepared
remarks at the introduction of the company's fourth quarter 2011
earnings teleconference, which will be web cast on Wednesday,
February 1, 2012, at 11:00 a.m. ET.  Instructions for accessing
the web cast can be found on the Investors Information page at
http://www.grace.com/

Grace is a leading global supplier of catalysts and other products
to petroleum refiners; catalysts for the manufacture of plastics;
silica-based engineered and specialty materials for a wide range
of industrial applications; sealants and coatings for food and
beverage packaging, and specialty chemicals, additives and
building materials for commercial and residential construction.
Founded in 1854, Grace has operations in over 40 countries.  For
more information, visit Grace's Web site at www.grace.com.

A full-text copy of Judge Fitzgerald's Recommended Findings of
Facts and Conclusions dated Jan. 31, 2011, is available for free
at http://bankrupt.com/misc/grace26155.pdf

A full-text copy of Judge Fitzgerald's Memorandum Opinion
Regarding Confirmation Objections, dated Jan. 31, 2011, is
available for free at http://bankrupt.com/misc/grace26154.pdf

                    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: Reaches Settlement With Libby Claimants
---------------------------------------------------
W. R. Grace & Co. on Jan. 31 entered into agreements-in-principle
among itself, co-proponents of its joint plan of reorganization,
BNSF Railroad, several insurance companies and the representatives
of Libby asbestos personal injury claimants, to settle objections
to the joint plan.  The agreements-in-principle are subject to
execution of definitive agreements and approval by the U.S.
Bankruptcy Court for the District of Delaware.  Pursuant to the
agreements, the objections to the joint plan by the Libby
claimants and BNSF would be settled, and those parties would
forego any further appeals to the plan.

"I want to thank everyone who worked so hard to bring this
settlement together," said Fred Festa, Grace's Chairman and CEO.
"Coupled with today's District Court decision affirming our plan
of reorganization, we are moving closer to emergence."

Among the items covered in the agreements is a requirement for
Grace to turn the currently Grace-operated Libby Medical Program
over to a locally administered trust, and to fund the trust with
$19.5 million.  Grace began the Libby Medical Program in 2000 and
has spent more than $20 million on the health care of the
participants over the last 11 years.  Once the trust assumes
responsibility for the Libby Medical Program, Grace will no longer
have any operational, funding, or other responsibility for the
program.

In addition to amounts funded by Grace under the agreements in
principle, settlements involving BNSF, its insurers and the Libby
claimants will provide the Libby claimants with additional money.
Payments to Libby claimants under the joint plan are not affected
by the Grace-Libby agreement regarding Libby Medical Program
responsibilities, and would commence shortly after the joint plan
becomes effective.

                    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)


* More Foreign Shipping Chapter 11s Predicted in U.S.
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a lawyer from Cadwalader, Wickersham & Taft LLP said
in a conference in London that foreign ship owners will
increasingly turn to the U.S. for protection from creditors under
Chapter 11.

The report relates that U.S. Bankruptcy Judge James M. Peck in New
York put out the welcome mat for foreign shipping lines when he
ruled in October that Dutch ship owner Seaarland Shipping
Management was entitled to reorganize in the U.S. although the
company has few assets there.  Royal Bank of Scotland Group Plc
argued unsuccessfully that Seaarland wasn't entitled to use the
U.S. bankruptcy court because it had no officers or employees in
the U.S., the assets were abroad or on the high seas, the loans
were governed by foreign law, the main creditors were foreign and
the creditors' committee was populated with "foreign entities."

The bankruptcy judge concluded use of Chapter 11 was acceptable
because the company had an interest in a pooled bank account in
the U.S.  Nonetheless, Judge Peck said that the Netherlands
would be the "center of main interests" were Seaarland in
bankruptcy abroad.

The Seaarland case is In re Marco Polo Seatrade BV, 11-13634, U.S.
Bankruptcy Court, Southern District of New York (Manhattan).


* Lehman Brothers Makes Up 97% of All December Claims Trading
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lehman Brothers Holdings Inc., with more than $3.6
billion in claims changing hands, continued to dominate claims
trading in December by representing 97% in dollar amount of all
transfers.  Lehman confirmed a Chapter 11 plan on Dec. 6.

According to the report, with 489 claims, the Lehman holding
company represented 61% in number of traded claims, according to
data compiled from court records by SecondMarket Inc.

The report adds that Borders Group Inc., whose Chapter 11 plan was
also confirmed in December, came in second place with $21.3
million of traded claims. Borders claims represented 0.6% of
Lehman's.

Lehman trading rose as confirmation approached. Lehman trades in
December represented an increase of more than 50% from November,
according to SecondMarket's reports.

The 11,350 trades for 2011 as a whole were only 49 more than 2010,
SecondMarket said. In dollar amount, trades in 2011 totaled $36
billion, or about 6% more than 2010 after excluding one $6.7
billion trade that SecondMarket called "anomalous."


* Four More Banks Closed as 2012 Tally Now 7
--------------------------------------------
The Federal Deposit Insurance Corp. said Friday the closing of
four banks, one each in Florida and Minnesota as well as two in
Tennessee, taking the count of bank closures in 2012 to 7.  The
closures are the first ever in Minnesota and Tennessee, and the
second in Florida this year.

The assets of the failed banks are being assumed by other banks in
FDIC-assisted transactions.  The FDIC estimates that the cost to
the Deposit Insurance Fund or DIF by the four bank closures will
be a total of $607 million.

Tennessee Commerce Bank, Franklin, Tennessee, is the first bank
with more than $1 billion in assets that was closed by regulators
this year.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with Republic Bank & Trust
Company, Louisville, Kentucky, to assume all of the deposits of
Tennessee Commerce Bank.

As of September 30, 2011, Tennessee Commerce Bank had roughly
$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
roughly $203.9 million of the failed bank's assets. The FDIC will
retain most of the assets for later disposition.

The FDIC estimates that the Tennessee Commerce's closing will cost
to the DIF $416.8 million.

                      2012 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                Loss-Share
                                Transaction Party    FDIC Cost
                   Assets of    Bank That Assumed    to Insurance
                   Closed Bank  Deposits & Bought    Fund
  Closed Bank      (millions)   Certain Assets       (millions)
  -----------      -----------  -----------------    ------------
BankEast               $272.6   U.S. Bank N.A.            $75.6
Patriot Bank           $111.3   First Resource Bank       $32.6
First Guaranty Bank    $377.9   CenterState Bank          $82.0
Tennessee Commerce   $1,185.0   Republic Bank & Trust    $416.8

The First State Bank   $416.8   Hamilton State Bank      $416.8
Central Florida         $79.1   CenterState Bank          $24.4
American Eagle          $19.6   Capital Bank, N.A.         $3.2

In 2011, there were 92 failed banks, compared with 157 in 2010,
140 in 2009 and just 25 for 2008.

A complete list of banks that failed since 2000 is available at:

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

                    865 Banks in Problem List

The Federal Deposit Insurance Corp.'s list of "problem" banks fell
in the second quarter 2011 for the first time since 2006 as the
industry's income improved and costs tied to bad loans eased.  The
confidential list of banks deemed at greater risk of collapse
shrank by 23 firms to 865, the FDIC said Aug. 23 in its Quarterly
Banking Profile.  The last time that happened was the third
quarter of 2006 before the credit crisis began, the agency said.

The FDIC defines "problem" institutions as those with financial,
operational or managerial weaknesses that threaten their
viability.

The deposit insurance fund, which protects customer holdings up to
$250,000 per account in the event of a failure, was positive for
the first time in two years, the agency said.  The fund rose to
$3.9 billion, because of fewer expected bank failures and
assessment revenue, the agency said.  The FDIC insures deposits at
more than 7,500 banks and thrifts.

                Problem Institutions        Failed Institutions
                --------------------        -------------------
Year           Number  Assets (Mil)        Number Assets (Mil)
----           ------  ------------        ------ ------------
2010              884      $390,017         157        $92,085
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

Federal regulators assign a composite rating to each financial
institution, based upon an evaluation of financial and operational
criteria.  The rating is based on a scale of 1 to 5 in ascending
order of supervisory concern.  "Problem" institutions are those
institutions with financial, operational, or managerial weaknesses
that threaten their continued financial viability. Depending upon
the degree of risk and supervisory concern, they are rated either
a "4" or "5."  The number and assets of "problem" institutions are
based on FDIC composite ratings.  Prior to March 31, 2008, for
institutions whose primary federal regulator was the OTS, the OTS
composite rating was used.


* Lawyer Permanently Barred From Bankruptcy Court
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Chief U.S. District Judge W. Keith Watkins in
Montgomery ruled in a 24-page opinion Jan. 26. that a bankruptcy
judge "acted well within his discretion" in permanently barring a
lawyer from practice in bankruptcy court in the Middle District of
Alabama.

The bankruptcy administrator contended that the lawyer, Darryl A.
Parker, made false statements in clients' bankruptcy petitions and
failed to pay filing fees the clients had already given him.
The bankruptcy judge said Mr. Parker "knowingly filed false
statements with the court" and was a "dishonest, unethical lawyer
who harms his clients, and who files false pleadings and false
statements in bankruptcy court."

Mr. Watkins said that the bankruptcy judge had the power to bar
the lawyer permanently from practice in bankruptcy court under
Bankruptcy Rule 9011, Section 526(a)(2) of the U.S. Bankruptcy
Code, and the court's "inherent authority."

The case is Parker v. Jacobs, 11-546, U.S. District Court, Middle
District Alabama (Montgomery).


* Ulmer & Berne Names Peter Rome Chair of Business/Tax Department
-----------------------------------------------------------------
Ulmer & Berne LLP has named Peter A. Rome chair of its
Business/Tax Department.  The firm's Business/Tax Department
includes its Business Law, Bankruptcy and Creditor's Rights,
Health Care, IP & Technology, mergers & Acquisitions, Real Estate
and Tax Practices.

"Peter is a leader in our firm and an outstanding 'dot connector'
who understands the value of relationships," said Kip Reader,
managing partner of Ulmer & Berne.  "Peter is client-focused,
understands their businesses and industries, and is committed to
helping them achieve their goals."

An attorney with Ulmer & Berne for the last 28 years, Mr. Rome
also oversees the firm's representation of public companies,
private equity, venture funds and family offices, and emerging
growth companies.  He assists these clients in all stages of
business - from strategic planning to debt and equity financings,
board and governance counseling, executive and incentive
compensation, technology and complex business transactions and
other commercial arrangements, mergers, acquisitions, joint
ventures and strategic alliances, corporate succession planning
and divestitures. He has been named to The Best Lawyers in America
and "Ohio Super Lawyers."

Mr. Rome is a past chair of the Cleveland Metropolitan Bar
Association's Securities Law Section and is a member of the
American Bar Association's Business Law and Franchise Law
Sections, where he serves on the Committees on Negotiated
Acquisitions and Governance.  He is also dedicated to community
service, having served on the Board of the American Heart
Association - Cleveland Metro Section since 2003 and served as
Board Chairman from 2005-2007.  Mr. Rome is on the Board and
Development Committee for Friends of Breakthrough Schools. He has
also been a Board Member of the Center for Families and Children
since 2003 and a member of the Executive Committee since 2010. He
is also actively involved in the Cleveland Sports Commission,
where he has been a Board Member since 2005 and is a member of the
Governance and Nominating Committee.  In addition, Mr. Rome has
also dedicated his time to the Continental Cup Local Organizing
Committee, Council of Smaller Enterprises, Friends of E Prep, the
Hawken School and Leadership Cleveland.

Mr. Rome earned his J.D. from George Washington University with
High Honors and his B.A., magna cum laude, from Tufts University.

                     About Ulmer & Berne LLP

Ulmer & Berne -- http://www.ulmer.com/-- established in 1908, is
a full-service law firm with more than 185 attorneys practicing in
its Cleveland, Cincinnati, Columbus and Chicago offices.  The
firm's lawyers represent publicly traded and privately held
companies, financial institutions, hedge funds, private equity
funds, pharmaceutical companies, family offices, international
joint ventures and affiliations, investor groups, start-ups and
emerging businesses, public bodies and nonprofit organizations.
The firm has been ranked by general counsel among the top firms
for delivering superior client service in The BTI Client Service
A-Team 2012: The Survey of Law Firm Client Service Performance.


* Former Judge Hal Bonney in Norfolk Dies at Age 82
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hal J. Bonney Jr., a U.S. bankruptcy judge for 25
years in Norfolk, Virginia, died on Jan. 22 at age 82.  He served
as a bankruptcy judge until retirement in 1995.  Bonney received
his legal degree from the Marshall-Wythe School of Law at the
College of William and Mary.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***