TCR_Public/120202.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, February 2, 2012, Vol. 16, No. 32

                            Headlines

3 B'S LAND: Case Summary & 18 Largest Unsecured Creditors
5001 SHR: Case Summary & 14 Largest Unsecured Creditors
A&P NEW HOLDCO: Moody's Assigns 'Caa1' Corporate Family Rating
A-1111 VENTURE: Case Summary & 5 Largest Unsecured Creditors
ACCO BRANDS: Moody's Assigns 'Ba2' Rating to Credit Facility

ACCO BRANDS: Fitch Assigns Initial 'BB' Issuer Default Rating
ADVANCED MICRO: S&P Puts 'B+' Corporate Rating on Watch Positive
AES EASTERN: Creditor Says Bankruptcy Belongs in New York
AHERN RENTALS: Committee Proposes Covington as Attorneys
AHERN RENTALS: Committee Taps FTI Consulting as Fin'l Advisor

AHERN RENTALS: Gains Final Approval of DIP Financing
AHERN RENTALS: Has Access to Cash Collateral Until March 2013
AMERICAN PACIFIC: To Seek Approval of Plan Disclosures Feb. 9
AMERICAN AIRLINES: Unveils Turnaround Plan to Staff, Union Heads
AMERISERV FINANCIAL: Fitch Affirms Issuer Default Rating at 'BB'

APTALIS PHARMA: S&P Cuts $897-Mil. Sec. Credit Rating to 'BB-'
ART MIDWEST: Voluntary Chapter 11 Case Summary
ART MIDWEST: Voluntary Chapter 11 Case Summary
AS AMERICA: S&P Cuts Rating on $187.5-Mil. Senior Notes to 'B-'
ATLANTIC & PACIFIC: Files Exhibits Related to Plan

ATTACHMATE GROUP: Moody's Affirms 'B2' Rating; Outlook Negative
BRADFORD ACADEMY: S&P Cuts Rating on Revenue Bonds to 'CCC+'
BROOKFIELD RENEWABLE: S&P Affirms 'BB+' Preferred Stock Rating
BUFFETS INC: Proposes Paul Weiss, 4 Other Advisors
CATALYST PAPER: Forced to Seek CCAA Protection After Deal Fails

CATALYST PAPER: Obtains Initial Order Under CCAA
CELL THERAPEUTICS: Has $16.6 Million Net Loss in December
CELL THERAPEUTICS: Withdraws New Drug Application for Pixuvri
CENTRAL FALLS: ACLU Accuses RI City's Receiver of Abusing Power
CENTREPOINT DEVELOPMENT: Voluntary Chapter 11 Case Summary

CEQUEL COMMUNICATIONS: S&P Affirms 'B+' Corporate Credit Rating
CHARLESTON PARTY: Case Summary & 7 Largest Unsecured Creditors
CLINTON COURT: Chapter 11 Case Dismissed Effective January 20
CONGAREE TRITON: Voluntary Chapter 11 Case Summary
CPG INTERNATIONAL: S&P Affirms 'B' Corporate Credit Rating

CRYSTAL CATHEDRAL: Asks Judge to Amend Sale Order
E. D. WHITE: Case Summary & 20 Largest Unsecured Creditors
EDUCATION CENTER: Case Summary & 20 Largest Unsecured Creditors
EMI PUBLISHING: Moody's Assigns 'B1' Corporate Family Rating
EMMIS COMMUNICATIONS: Has Retired 386,850 of Preferred Shares

ENCORE PROPANE: Voluntary Chapter 11 Case Summary
ENERGY FUTURE: Moody's Affirms 'Caa2' Corporate Family Rating
ENTERPRISE PRODUCTS: Moody's Lifts Jr. Sub. Note Rating From Ba1
FIRST COMMONWEALTH: Fitch Say 'BB+' Pref. Stock on Watch Neg.
FOUR SEASONS: U.S. Trustee Asks Court to Dismiss Chapter 11 Case

GAME TRADING: Case Summary & 20 Largest Unsecured Creditors
GAMERS FACTORY: Case Summary & 20 Largest Unsecured Creditors
GENERAL MOTORS: Settles Old Environment Liabilities for $23.8MM
GENWORTH MORTGAGE: S&P Cuts Counterparty Credit Rating to 'B'
GEP MIDSTREAM: S&P Withdraws 'BB-' Corporate Credit Rating

GLOBAL GEOPHYSICAL: S&P Raises Corporate Credit Rating to 'B+'
HAMPTON ROADS: Incurs $98 Million Net Loss in Full Year 2011
HAMPTON ROADS: Donald Price Joins as Bank's Senior Loan Officer
HANLEY WOOD: S&P Withdraws 'SD' Corporate Credit Rating
HARTFORD COMPUTER: Creditors Aim to Probe Hedge Fund Lender

HAWKER BEECHCRAFT: Top Exec Sees Turbulence Ahead in 2012
HEALTHSPRING INC: S&P Lifts Counterparty Credit Rating From BB-
HEARUSA INC: Brower Piven Launches Investors' Class Suit
HIGHLANDS AT THE RIM: Case Summary & Largest Unsecured Creditors
HOSTESS BRANDS: Creditors Says DIP Loan Triggers Liquidation

HUDSON TREE: Lender Wants Plan Filed by March 31
IMPERIAL PETROLEUM: CEO J. Ryer Leaves for "Personal Reasons"
IMPERIAL SUGAR: Faces Liquidity Crunch, Works to Sell Assets
INNER CITY: Parent Sues Lenders to Shield IP Assets
INNER CITY: Parent is Suing its Subsidiary in Trademark Dispute

INOVA TECHNOLOGY: Three Directors Elected at Annual Meeting
INTERNATIONAL ENERGY: Case Converted to Chapter 7
IRA WOOD: Case Summary & 20 Largest Unsecured Creditors
JARDEN CORP: Moody's Assigns 'Ba1' Senior Secured Credit Facility
JBS USA: Fitch Assigns 'BB-' Rating to $400-Mil. Unsec. Notes

JEFFERSON COUNTY: Union Seeks to Move Forward With Lawsuit
KAUFMAN BROS.: Ceases Operations Amid Low Volume
LEXINGTON ROAD: Case Summary & 14 Largest Unsecured Creditors
LI-ON MOTORS: FINRA OKs 1:5 Reverse Split of Common Stock
LOS ANGELES DODGERS: 10 Groups Move on to 2nd Round of Bidding

M&M PRECAST: Case Summary & 20 Largest Unsecured Creditors
MATERIALS SCIENCE: Case Summary & 20 Largest Unsecured Creditors
MEDIACOM LLC: S&P Assigns 'B-' Rating on $200-Mil. Senior Notes
MGT CAPITAL: NYSE AMEX Accepts Plan of Compliance
MILK HOLDING: S&P Assigns 'B' Corporate Credit Rating

MOHEGAN TRIBAL: S&P Assigns 'B-' Rating to Credit Facility
MORTGAGE GUARANTY: Moody's Cuts Sr. Unsec. Debt Rating to 'Caa2'
MORTGAGE GUARANTY: S&P Cuts Issuer Credit Rating to 'CCC'
NEFF RENTAL: Moody's Affirms 'B3' CFR; Outlook Stable
NEWPAGE CORP: Says Attack to Bonuses Harassment, Bargaining Tactic

NIELSEN FINANCE: Moody's Assigns 'Ba2' Rating to New Term Loan
NMCAH REALTY: Case Summary & 15 Largest Unsecured Creditors
NORTON RETIREMENT: Case Summary & 20 Largest Unsecured Creditors
OASIS PETROLEUM: S&P Raises Corporate Credit Rating to 'B+'
OLD REPUBLIC: Fitch Downgrades Issuer Default Rating to 'BB'

OMNICARE INC: Moody's Says 'Ba3' CFR Unaffected by FTC Complaint
OPEN RANGE: U.S. Objects to Unsecured Creditors' Demands
OPEN RANGE: Seeks Two-Month Extension to File Payment Plan
PACIFIC AUTO: Case Summary & 8 Largest Unsecured Creditors
PACKAGING DYNAMICS: S&P Affirms 'B' Corporate Credit Rating

PADUCAH ATHLETIC: Case Summary & 13 Largest Unsecured Creditors
PEP BOYS: Moody's Says B1 Unaffected by Gores Group Purchase
PEP BOYS: S&P Puts 'B' Corporate Credit Rating on Watch Negative
PG COLLECTIONS: Case Summary & 9 Largest Unsecured Creditors
PITT PENN: Taps Peckar & Abramson as Special Litigation Counsel

PMI GROUP: Committee Taps Womble Carlyle as Bankruptcy Co-Counsel
PMI GROUP: Panel Taps Morrison & Foerster as Bankruptcy Counsel
RADIAN GUARANTY: S&P Cuts Insurer Fin'l Strength Rating to 'B'
RCR PLUMBING: Taps Oliva and Associates as Special Counsel
REAL MEX: Judge OKs Appointment of Consumer Privacy Ombudsman

REAL MEX: Judge Bars Creditors From Pursuing Lender Claims
REALTY INCOME: S&P Assigns 'BB+' $325MM Preferred Stock Rating
RNFI UNLIMITED: Voluntary Chapter 11 Case Summary
ROCK POINTE: Status Quo on Use of DMARC Cash Until April 5 Hearing
ROCKET SOFTWARE: Moody's Assigns 'B2' Corporate Family Rating

ROCKIES EXPRESS: S&P Lowers Corporate Credit Rating to 'BB'
ROOMSTORE INC: Seeks Approval to Replace its Bankruptcy Lender
RURAL/METRO CORP: S&P Affirms 'B' Corporate Credit Rating
SAMSON INVESTMENT: Moody's Assigns 'Ba3' Corporate Family Rating
SAMSON RESOURCES: S&P Assigns 'B+' Corporate Credit Rating

SAND SPRING: Taps Walker Truesdell as Independent Agent
SERVICEMASTER CO: S&P Rates $400-Mil. Sr. Unsec. Notes at 'B-'
SINO-FOREST: Independent Committee Releases Final Report
SMART & FINAL: Moody's Confirms 'B3' Corporate Family Rating
SOLYNDRA LLC: To Abandon Thousands of Contaminated Assets

SOMERSET PROPERTIES: Case Summary & 6 Largest Unsecured Creditors
SPANISH BROADCASTING: Moody's Rates 1st Lien Notes at 'Caa1'
SPANISH BROADCASTING: S&P Rates Secured First-Lien Notes at 'B-'
SUMMIT ENTERTAINMENT: Moody's Assigns 'B1' Corp. Family Rating
T&B DEMOLITION: Voluntary Chapter 11 Case Summary

TEE INVESTMENT: Fine-Tunes First Amended Chapter 11 Plan
THORPE INSULATION: 9th Circ. Rejects Insurer's Contract Claims
TOLL BROS: S&P Assigns 'BB+' Rating to $250-Mil. Senior Notes
TRANSDIGM INC: Moody's Affirms 'B1' Corporate Family Rating
TRIDENT MICROSYSTEMS: U.S. Trustee Opposes 2015 Report Delays

TRUMAN LANDSCAPER: Involuntary Chapter 11 Case Dismissed
TULSI LODGING: Case Summary & 20 Largest Unsecured Creditors
TWCC HOLDING: S&P Affirms 'B+' Corporate Credit Rating
UNITED RETAIL: Avenue Brand Owners in Ch. 11 to Sell to Versa
UNITED RETAIL: Case Summary & 50 Largest Unsecured Creditors

UNIVISION COMMUNICATION: S&P Keeps 'B+' Rating on Secured Notes
US SECURITY: S&P Keeps 'B' $345-Mil. Term Loan B Rating
VALEANT PHARMA: Moody's Lowers Sr. Sec. Debt Rating to 'Ba1'
VALEANT PHARMA: S&P Cuts Senior Unsecured Debt Rating to 'BB-'
WIMBERLY ASSOCIATES: Case Summary & 9 Largest Unsecured Creditors

WINDSOR QUALITY: S&P Affirms 'B+' Corporate Credit Rating
WM. BOLTHOUSE: S&P Affirms 'B' Corporate Credit Rating
WPCS INTERNATIONAL: Obtains $12 Million Loan from Sovereign Bank
WPCS INTERNATIONAL: Ends Merger Talks with Multiband

* Weil Survey Says Distress in Retail, Media Sectors Expected

* Richards Kibbe's Nastasi Joins Fulbright & Jaworski as Partner
* Macey's J. Umentum Wins Paralegal of the Quarter Award
* McKool Smith Launches Whistleblower Litigation Practice
* Ex-Prosecutor Joins McDonald Hopkins' White Collar Crime Group
* Gross, Polowy & Orlans Opens in Amherst, New York

* Asset Management Firms Stalking European Distressed Debt

* Recent Small-Dollar & Individual Chapter 11 Filings



                            *********

3 B'S LAND: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: 3 B's Land & Gravel, LLC
        c/o 201 West Main
        Grangeville, ID 83530

Bankruptcy Case No.: 12-40392

Chapter 11 Petition Date: January 26, 2012

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Paul B. Snyder

Debtor's Counsel: John D. Nellor, Esq.
                  J. D. NELLOR, PC
                  Park Tower One
                  201 N.E. Park Plaza Drive, Suite 202
                  Vancouver, WA 98684
                  Tel: (360) 816-2241
                  E-mail: jd@nellorlaw.com

Scheduled Assets: $5,556,265

Scheduled Liabilities: $2,495,909

A list of the Company's 18 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wawb12-40392.pdf

The petition was signed by Bob Blewett, member.


5001 SHR: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: 5001 SHR, L.C.
        5001 Silver Hill Road
        Suitland, MD 20746

Bankruptcy Case No.: 12-11287

Chapter 11 Petition Date: January 26, 2012

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Debtor's Counsel: Justin Philip Fasano, Esq.
                  WHITEFORD TAYLOR AND PRESTON, LLP
                  3190 Fairview Park Drive, Suite 300
                  Falls Church, VA 22042
                  Tel: (703) 280-3385
                  E-mail: jfasano@wtplaw.com

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

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

A list of the Company's 14 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mdb12-11287.pdf

The petition was signed by Kevin M. Sills, managing member.


A&P NEW HOLDCO: Moody's Assigns 'Caa1' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned a Caa1 corporate family and
probability of default rating to A&P New Holdco, the parent entity
of The Great Atlantic & Pacific Tea Company, Inc. Moody's also
assigned a B3 rating to A&P's new 5 year $350 million first lien
senior secured term loan facility. These are first time ratings by
Moody's for A&P's proposed debt related to A&P's emergence from
bankruptcy (filed in the US on December 12, 2010).

"We expect A&P's free cash flow generation and cash interest
coverage to be weak and its consolidated capital structure to be
very highly leveraged at its emergence from bankruptcy", Moody's
Senior Analyst Mickey Chadha stated. "Despite new management
initiatives, reversing the company's brand erosion due to an
extended period of under performance and historical lack of
strategic direction will be challenging in light of stiff
competition and a sluggish economy", Chadha further stated.

RATINGS RATIONALE

The Caa1 corporate family rating reflects our opinion that A&P's
cash interest coverage and free cash flow are weak giving
consideration to our standard lease and pension adjustments and
the challenges faced by new management to reverse an extended
period of decline in the company's profitability and sales growth
to enhance the company's competitive position. Adjusted financial
leverage is also high relative to other rated peers. The
volatility in financial policies that accompanies financial
sponsor ownership is also a rating factor.

The rating gives favorable consideration to our view that A&P's
liquidity is adequate and that management is proactively
addressing operations with new initiatives which are expected to
continue to gain traction. Additionally, the company's good
regional market presence and the relief it received from pre-
petition liabilities are positive factors that support the rating.

These ratings are assigned:

A&P New Holdco

Corporate Family Rating at Caa1

Probability of default rating at Caa1

The Great Atlantic and Pacific Tea Company, Inc.

$350 million First Lien Term Loan maturing February 2017 at B3
(LGD 3, 33%)

The stable outlook incorporates our expectation of improvement in
profitability and credit metrics in the near to medium term.

Given current credit metrics and the challenging food retailing
environment, a rating upgrade is unlikely in the near term.
Ratings could be upgraded over the longer term if the company
demonstrates sustained positive same store sales growth while
maintaining adequate liquidity. Quantitatively ratings could be
upgraded if debt/EBITDA is sustained below 6.25 times and
EBITA/interest is sustained above 1.0 time.

Given that debt/EBITDA and EBITA/interest for fiscal year 2012 is
expected to be about 7.0 times and about 1.0 time respectively,
ratings could be downgraded if there is no improvement in credit
metrics in the near to medium term. Ratings could also be
downgraded if liquidity deteriorates or if same store sales do not
reverse their declining trend.

The principal methodologies used in this rating were Global Retail
Industry published in June 2011, and Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

The Great Atlantic and Pacific Tea Company, Inc. (A&P),
headquartered in Montvale, N.J., is a supermarket chain operating
316 supermarkets under the A&P, The Food Emporium, Pathmark,
Superfresh, Waldbaums and Foodbasics banners and 19 liquor stores
in the Northeast US concentrated in the New York/New
Jersey/Pennsylvania markets. The company's annual sales are about
$7 billion.


A-1111 VENTURE: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: A-1111 Venture LLC
        P.O. Box 206
        Pacific, WA 98047

Bankruptcy Case No.: 12-40432

Chapter 11 Petition Date: January 26, 2012

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Paul B. Snyder

Debtor's Counsel: Allan L. Overland, Esq.
                  901 South I Street, Suite 202
                  Tacoma, WA 98405
                  Tel: (253) 383-3053
                  Fax: (253) 383-3209

Scheduled Assets: $5,800,000

Scheduled Liabilities: $3,195,743

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wawb12-40432.pdf

The petition was signed by Scott Haymond, member.


ACCO BRANDS: Moody's Assigns 'Ba2' Rating to Credit Facility
------------------------------------------------------------
Moody's Investors Service kept the existing credit ratings of ACCO
Brands Corporation's on review, but expects to upgrade the
Corporate Family Rating and Probability of Default Rating to Ba3
from B2 if the acquisition of the office product segment of
MeadWestvaco closes under its current terms. MeadWestvaco is rated
Ba1 with a positive outlook. At the same time, Moody's assigned a
Ba2 rating to ACCO's $920 million senior secured credit facility
which reflects an expected post-acquisition Ba3 Corporate Family
Rating and Probability of Default Rating. The facility is
comprised of a $300 million Term Loan A, $370 million Term Loan B
and $250 million revolver. The rating on the senior subordinated
notes remains under review, but is expected to be upgraded to B2
upon the closing of the acquisition. The senior secured notes are
expected to be repaid in full at closing and we expect to withdraw
the rating at that time. The speculative grade liquidity rating
was affirmed at SGL-2.

Ratings assigned:

$300 million Term Loan A at Ba2 (LGD2, 27%);

$370 million Term Loan B at Ba2 (LGD2, 27%);

$250 million Revolver at Ba2 (LGD2, 27%);

Ratings remaining under review:

Corporate Family Rating at B2;

Probability of Default Rating at B2;

Senior subordinated notes rating at Caa1;

Senior secured notes rating at B1;

Rating affirmed:

Speculative grade liquidity rating at SGL-2

RATING RATIONALE

Upon completion of the transaction, MeadWestvaco shareholders will
own 50.5% of the combined company. MeadWestvaco's Consumer &
Office Products business is a manufacturer and marketer of school
supplies, office products, and planning and organizing tools --
including the Mead(R), Five Star(R), Trapper Keeper(R), AT-A-
GLANCE(R), Cambridge(R), Day Runner(R), Hilroy, Tilibra and
Grafons brands in the United States, Canada and Brazil. With the
addition of this business, ACCO Brands increases its scale and
strengthens its position in school and office products.

For tax purposes, the transaction is structured as a "Reverse
Morris Trust" transaction whereby the transaction will be funded
with a combination of $940 million of debt, approximately $544
million of equity based on the current stock price and
approximately $56 million of cash. $190 million of the secured
debt will initially be issued to a special purpose entity, which
will then be assumed by ACCO at close. The company has commitments
for a $270 million bridge loan that is expected to be replaced by
a senior unsecured bond prior to close. If the senior unsecured
bond cannot be issued, the unsecured bridge loan will mature in
eight years. Under the terms of the merger agreement, MeadWestvaco
will establish a separate entity to hold the Consumer & Office
Products business, the shares of which will be distributed to
MeadWestvaco shareholders in a tax-free transaction in return for
a $460 million dividend to MeadWestvaco from the new entity.
Immediately after the spin-off and distribution, the newly formed
company will merge with a subsidiary of ACCO Brands. The
acquisition is subject to certain conditions including (tax
approvals, financing etc.).

"The contemplated two notch upgrade of the Corporate Family Rating
to Ba3 reflects a material improvement in credit metrics pro forma
for the transaction, a significant increase in the scale of the
combined company and increased exposure to faster growing emerging
markets in Latin America," said Kevin Cassidy, Senior Credit
Officer at Moody's Investors Service. "In addition, the
acquisition will broaden ACCO's distribution to more mass
retailers and away from the traditional Office Super Stores," he
said.

ACCO's expected Ba3 Corporate Family Rating post-acquisition
reflects its size at over $2 billion for the combined company,
moderate financial leverage, measured as Debt/Ebitda, of less than
4 times proforma for the acquisition, good product and geographic
diversification, and strong earnings capacity. The rating also
considers ACCO's increased exposure to the faster growing emerging
markets of Latin America at 11% of pro forma sales. The rating
incorporates the mature nature of the office and school supplies
industry. ACCO serves a consumable segment about half of which is
tied to discretionary consumer spending and a durable exposure,
which is driven more by business spending but is more vulnerable
to cyclicality. Mitigating these factors is ACCO's solid market
position within the office supply product categories, improved
margins through a realignment of its cost structure, good free
cash flow generation, commitment to pay down debt and good
liquidity profile that provides financial flexibility to continue
to weather the uncertain economic environment. Moody's also
considers the relevance of ACCO to its largest customers as one of
only a few global suppliers of office products.

The CFR is expected to be upgraded to Ba3 if the transaction
closes consistent with the proposed terms. The ratings are
unlikely to be downgraded in the near term even if the acquisition
of Mead C&OP does not close under its current terms.The B2 CFR
could be downgraded if the transaction fails to close and earnings
and cash flow materially deteriorate from current levels such that
EBITA margins fall to the single digits digits or lower and
financial leverage (debt/EBITDA) is sustained around 6 times or
higher.

The principal methodology used in rating ACCO was Moody's Global
Packaged Goods Industry methodology published in July 2009. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

ACCO Brands Corporation ("ACCO") is a leading supplier of branded
office products, which are marketed in over 100 countries to
retailers, wholesalers, and commercial end-users. Revenue for ACCO
approximated $1.4 billion for the twelve months ended September
30, 2011.

The office product segment of MeadWestvaco ("Mead C&OP"), located
in Dayton, Ohio, is a leading provider of school, office, and
time-management products in North America and Brazil. It
manufactures brands such as At-A-Glance, Day Runner, Five-Star,
Mead, and Hilroy. Sales for the twelve months ending September 30,
2011 approximated $740 million.


ACCO BRANDS: Fitch Assigns Initial 'BB' Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings has assigned initial ratings to ACCO Brands
Corporation (ACCO) as follows:

  -- Long-term Issuer Default Rating (IDR) at 'BB';
  -- $420 million 10.625% senior secured notes due March 15, 2015
     at 'BB+';
  -- $175 million Senior Secured ABL facility due Sept. 30, 2013
     at 'BB+';
  -- $246 million 7.625% senior subordinated notes due Aug. 15,
     2015 at 'BB-'.

Fitch expects to rate the company's proposed senior secured credit
facilities 'BB+'.

The Rating Outlook is Stable.  At September 30, 2011 ACCO had $669
million of debt.

The ratings and Outlook reflect Fitch's expectation that ACCO will
successfully complete its merger with MeadWestvaco Corporation's
Consumer and Office Products business (Mead C&OP).  Mead C&OP is a
leading provider of school, office and time management products in
North America and Brazil. The combined entity will benefit from
greater scale, a stronger business profile, increased
profitability and greater cash flow.  The transaction is valued at
$860 million and will be funded with a combination of debt and
equity.  Upon its completion MeadWestvaco shareholders will own
50.5% of the combined company.  The transaction is structured as a
Reverse Morris Trust and subject to receipt of IRS letter ruling
and regulatory and shareholders approval. The transaction is
expected to be completed during the first half of 2012.

Fitch views the transaction as highly positive. The combined
company is estimated to generate revenues in excess of $2 billion
and EBITDA of approximately $300 million.  ACCO estimates cost
savings of $20 million annually by 2014.  There is a minimal
overlap in the companies' products mix and more importantly Mead
C&OP has a larger presence in the consumer retail channel, which
is complementary to ACCO's strength in the commercial channel.
Another benefit of the merger is greater geographic
diversification as the combined entity will generate 11% of its
sales from Latin America and will result in the doubling of ACCO's
size in Canada.  Mead C&OP's higher margins and lower operating
earnings volatility reduces the business risk of the combined
entities.

Fitch expects credit protection measures to improve following the
merger.  The strong profitability of Mead C&OP, the equity
component of the purchase price and refinancing of ACCO's high-
coupon senior secured notes will enhance the combined company
credit profile.  Total debt to operating EBITDA is estimated to be
approximately 3.5 times (x) and EBITDA to interest 4.0x.  The
combined entity is estimated to be able to produce over $100
million of free cash flow annually.  If the transaction is not
completed, Fitch will review the ratings to ensure they
appropriately reflect the cash flow profile and business risk of
ACCO on a standalone basis.

The office supply industry is in a slow secular decline, with
revenues, operating earnings and cash flow highly correlated to
the business cycle and corporate spending.  Expenditures for
office supply products fall during recessionary periods as these
items have a discretionary element to them.  ACCO experienced
revenues declines of approximately 20% in 2008 and 2009 mainly
attributed to the U.S. recession; however, they were able to
maintain EBITDA margins and even increase them in 2009.

In addition, laptop computers, digital pads and smart phones have
diminished the need for certain paper based products.  Cash flow
can be seasonal and periodic heightened competition from private
label can exacerbate pressure on earnings and cash flows.
Although the combined entity will have greater diversification
they will be exposed to these elements, which place a limitation
on the ratings to low investment grade.

ACCO's credit ratings are further limited by its position as a
consolidator in the industry as this growth strategy may lead to
periodic increases in its leverage.  Current plans to reduce debt
when the Mead C&OP transaction is executed will provide the
company with greater financial flexibility to make future
acquisitions.  As a result, Fitch does not anticipate significant
improvement in the company's credit measures beyond the near-to-
intermediate term.  Although ACCO is likely to seek accretive
acquisitions and structure them with a minimal impact on its
credit profile, such deals are at best opportunistic.  As the
company is focused on deploying free cash flow (FCF) for growth,
Fitch does not expect the firm to engage in either share
repurchases or dividends, as they would weaken its credit profile.
Furthermore, a large debt-financed acquisition without concrete
measures to reduce debt meaningfully below 4.0x will likely lead
to a negative rating action.

For the nine months ended Sept. 30, 2011, ACCO sales increased 5%
to $967 million primarily due to currency, with modest pricing
offsetting volume declines.  Operating income increased 5% to $79
million for the period. Higher incentive-related compensation
expenses resulted in cash flow from operations being a greater use
of cash for the period.  The company utilized proceeds from
divestments and a portion of its cash balances to reduce debt by
$63 million to $669 million at the most recent quarter end.  It
repurchased $25 million of its senior subordinated notes and $34.9
million of its senior secured notes.  For the latest 12-month
period ending Sept. 30, 2011, ACCO generated revenues of $1.35
billion and operating EBITDA of $156 million, resulting in an
operating EBITDA margin of 11.5%.  While FCF was modestly negative
for the period, it is expected to recover for the year and be
comparable to the most recent prior year periods in which FCF
ranged between $40 million-$70 million.  Total debt to EBITDA was
4.3x for the LTM period and EBITDA to interest was 2.0x.

Liquidity, Financial Covenants and Significant Debt Terms
ACCO is expected to obtain a new $920 million secured credit
facility to fund the debt portion of the transaction and to
refinance the $420 million 10.625% senior secured notes.  This
facility is likely to be composed of a revolver and term loans. It
is expected to have a first priority lien on substantially all
assets and negative covenants and financial covenants.

ACCO currently has a $175 million senior secured asset based
revolving credit facility (ABL) that expires September 2013.  The
ABL is subject to borrowing base limitations including a $40
million carve-out for letters of credit and an optional $50
million accordion feature to fund working capital growth.  At
Sept. 30, 2011, the company's liquidity consisted of $169 million
of availability under the ABL, after allowing for $6.5 million of
outstanding letters of credit, and $41 million of cash.  The ABL
contains, among other things, a limitation on lien, indebtedness,
and asset sales and also has a springing fixed-charge covenant
which would be triggered if the excess availability under the
facility falls below $20 million of total commitments.  The
facility's covenants also limit ACCO's ability to repurchase
senior subordinated notes while it is being utilized.  The senior
secured notes are guaranteed on a senior secured basis by ACCO's
existing and future subsidiaries.  The notes are secured on a
first priority basis by a lien on substantially all of ACCO's and
guarantors present and future assets, excluding receivables and
inventory and certain other assets, in which it has a second
priority lien interest.


ADVANCED MICRO: S&P Puts 'B+' Corporate Rating on Watch Positive
----------------------------------------------------------------
Standard & Poor's Rating Services placed its ratings on Sunnyvale,
Calif.-based semiconductor microprocessor supplier Advanced Micro
Devices Inc. (AMD), including its 'B+' corporate credit rating, on
CreditWatch with positive implications.

"Despite continuing competitive and technological challenges,
AMD's more stable performance over the past two years, combined
with the debt reduction we anticipate, could support a higher
rating if we view it as sustainable," said Standard & Poor's
credit analyst John Moore. "AMD has benefited from improved
manufacturing yields over the past two quarters at foundry-partner
GLOBALFOUNDRIES, which will continue to support AMD's improved
revenue and margin stability going forward," he added.

"Although we expect that competition from Intel and ARM-based
(Advanced Reduced Instruction Set Computing Machine) technologies,
along with an evolving personal computer market, will restrain
AMD's revenue, margin, and cash flow growth prospects, we
recognize that AMD has performed more consistently in this
environment over the past two years than it has before. If AMD can
continue its recent level of stable revenue and margins, combined
with a focus on debt reduction, it could lead to a credit profile
stronger than the current 'B+' corporate credit rating," S&P said.

"Over the last two quarters, 32-nanometer yields and performance
have steadily improved at GLOBALFOUNDRIES. As a result of this
improved execution, AMD's 32-nanometer unit shipments increased by
more than 80% sequentially in the fourth quarter of 2011 and
currently represent about one-third of the company's overall
processor mix. We note that AMD's revenue increased 1% year
over year for 2011, supporting its stabilizing operating
performance, and reported free cash flow of $528 million,
exceeding the $355 million free cash flow it generated in 2010.
Similarly, Standard & Poor's adjusted debt leverage of 2.4x on
Dec. 31, 2011 would decline to 1.9x on a pro forma basis after the
anticipated debt reduction later in the year," S&P said.

                         CreditWatch

"We will meet with management to assess the company's product
roadmap strategy and will review final terms with its foundry
suppliers. Based on current performance expectations, upgrade
potential would likely be limited to one notch," S&P said.


AES EASTERN: Creditor Says Bankruptcy Belongs in New York
---------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a key creditor is
arguing for AES Eastern Energy LP's bankruptcy to be moved to New
York, where the company's coal-fired power plants are located and
where it must win regulatory approval of the plants' proposed
sale.

                        About AES Eastern

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.


AHERN RENTALS: Committee Proposes Covington as Attorneys
--------------------------------------------------------
The Official Committee of Unsecured Creditors formed in Ahern
Rentals Inc.'s Chapter 11 case seeks authority to retain Covington
& Burling LLP as counsel, nunc pro tunc to Jan. 9, 2012.

The professional services that Covington will render to the
Committee include legal advice and assistance in connection with
the Committee's powers and duties, the administration of the
Debtor's estates, and the Committee's investigation of the acts
and conduct of the Debtor.

The firm will charge the Debtor's estates on an hourly basis and
will seek reimbursement of necessary expenses.

The customary rates of Covington lawyers who are expected to
provide services to the Committee are:

    Michael St. Patrick Baxter, Lead Attorney       $855
    Susan Powers Johnston, Of Counsel               $825
    Charles Jeanfreau, Special Counsel              $730
    Joshua D. McKarcher, Associate                  $445
    Xiaowen Qian, Associate                         $330

Paralegal and other, non-attorney professional time will be billed
at rates from $200 per hour to $360 per hour.

The committee attests that to the best of its knowledge, none of
the firm's connections constitute Covington's representation of an
entity having an adverse interest in connection with the Debtor's
case.

The firm can be reached at:

         Michael St. Patricl Baxter, Esq.
         COVINGTON & BURLING LLP
         1201 Pennsylvania Avenue NW
         Washington DC 20004-2401
         Tel: (202) 662-6000
         Fax: (202) 662-6291
         E-mail: mbaxter@cov.com

                        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.  In its schedules,
the Debtor disclosed $485,807,117 in assets and $649,919,474 in
liabilities.

The Official Committee of Unsecured Creditors has tapped Downey
Brand LLP as local counsel and FTI Consulting as financial
advisor.


AHERN RENTALS: Committee Taps FTI Consulting as Fin'l Advisor
-------------------------------------------------------------
Ahern Rentals Inc.'s Official Committee of Unsecured Creditors is
proposing to retain FTI Consulting, Inc., as financial advisor,
effective as of Jan. 10, 2012.

FTI will provide consulting and advisory services to the Committee
and its legal advisor in the course of the Chapter 11 case,
including, but not limited to, assistance in the review of
financial-related disclosures of the Debtor, assistance with
respect to the proposed DIP financing; and assistance in the
review and preparation of information and analysis necessary for
the confirmation of a Chapter 11 plan.

FTI is proposed to be paid on a fixed monthly basis of $65,000,
plus reimbursement of actual and necessary expenses.

FTI's provision of valuation or litigation advisory services or
expert witness testimony will not be included in the monthly fixed
fee.  FTI will charge on an hourly basis at these rates:

    Senior managing directors           $780-$895
    Directors / managing directors      $560-$745
    Consultants/ senior consultants     $280-$530
    Administrative / paraprofessionals  $115-$230

The Committee proposes that the Debtor will indemnify the firm for
any claims arising from in connection with FTI's engagement.

The firm can be reached at:

          Matthew Pakkala
          FTI CONSULTING INC.
          633 West 5th Street, 16th Floor
          Los Angeles, CA 90071
          Tel: (213) 689-1200
          Fax: (213) 452-6099
          E-mail: matthew.pakkala@fticonsulting.com

                        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.  In its schedules,
the Debtor disclosed $485,807,117 in assets and $649,919,474 in
liabilities.

The Official Committee of Unsecured Creditors has tapped Covington
& Burling LLP as counsel, and Downey Brand LLP as local counsel.


AHERN RENTALS: Gains Final Approval of DIP Financing
----------------------------------------------------
Ahern Rentals Inc., won final approval from the Bankruptcy Court
to obtain DIP financing and to use cash collateral.

Ahern Rentals had proposed to obtain DIP financing under an asset-
based revolving credit facility to be provided by lending
institutions including Bank of America, N.A., as administrative
agent for itself and the DIP Lenders and as a "Decision Agent";
Wells Fargo Bank, N.A., as collateral agent for the DIP Lenders
and as a "Decision Agent"; and Merrill Lynch, Pierce Fenner &
Smith Incorporated as lead arranger.

The DIP Lenders have agreed to provide up to $350 million
including a $10 million sub-limit for letters of credit.
Prepetition letters of credit issued under Ahern's First Lien
Credit Agreement in the approximate aggregate undrawn principal
amount of $410,000 will also be deemed to have been issued under
the DIP Agreement.

The Official Committee of Unsecured Creditors had filed an
objection to the proposed DIP financing.

Ahern also won permission to use cash collateral and provide
adequate protection for the use of the cash collateral to (i)
BofA, which serves as administrative agent for itself and the
First Lien Lenders; and Wells Fargo Bank serves as collateral
agent for itself and the First Lien Lenders; and (ii) 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.

As of its bankruptcy filing, Ahern owed the First Lien Lenders
$352,742,749, consisting of $257,332,749 in revolving credit
loans, $95,000,000 in term loans, and $410,000 in letters of
credit.  Ahern owed the Second Lien Holders $236,666,667.

The Debtor also will pay all reasonable fees and expenses of
Milbank, Tweed, Hadley & McCloy LLP as well as those of a Nevada
counsel for their representation of the Majority Term Lenders
prior to the Petition Date or during the case.

The DIP Lenders and the First Lien Lenders will have the right to
"credit bid" the amount of their claims during any sale of all or
substantially all of the Debtor's assets, including without
limitation, sales occurring pursuant  to section 363 of the
Bankruptcy Code or included as part of any restructuring plan
subject to confirmation under  section 1129(b)(2)(A)(ii)-(iii) of
the Bankruptcy Code.

The Second Lien Holders also will retain their right, if any, to
credit bid, the amount of their claims during any sale of all or
substantially all of the Debtor's assets, including without
limitation, sales occurring pursuant to section 363 of the
Bankruptcy Code or included as part of any restructuring plan.

The final order provides that upon the occurrence of an Event of
Default or a Termination Event, the Majority Term Lenders will be
entitled to retain one (1) financial advisor, investment banker,
or consultant pursuant to section 506(b) of
the Bankruptcy Code.

                        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.  In its schedules,
the Debtor disclosed $485,807,117 in assets and $649,919,474 in
liabilities.

The Official Committee of Unsecured Creditors has tapped Covington
& Burling LLP as counsel, Downey Brand LLP as local counsel, and
FTI Consulting as financial advisor.


AHERN RENTALS: Has Access to Cash Collateral Until March 2013
-------------------------------------------------------------
Ahern Rentals Inc. signed a stipulation with majority term lenders
for access to the term lenders' cash collateral during the
pendency of the Chapter 11 case.

The Majority Term Lenders comprise Liberty Harbor Master Fund I,
L.P., and Goldman Sachs Palmetto State Credit Fund, L.P.

The stipulation presented by the parties provide that the Debtor's
access to cash collateral will expire 11:59 p.m. (New York City
time) on March 22, 2013, or at an earlier date in the event
certain conditions are not met by the Debtor.

The Debtor has said that it needs access to DIP financing and cash
collateral in order to permit the orderly continuation of the
business, preserve the going-concern value of the Debtor and
satisfy other working capital needs.

The parties have agreed to a 13-week cash flow budget.

To the extent of any diminution in value of the prepetition
collateral, the Debtor agrees to provide adequate protection in
the form of, among other things, first lien adequate protection
liens, claims under 11 U.S.C. Sec 507(b), and payment of all
interest accruing on the term loan, and reimbursement of expenses.

The Term Lenders will be entitled to retain one financial advisor
or consultant upon the occurrence of an event of default under the
DIP financing.

                        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.
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.  In its schedules,
the Debtor disclosed $485,807,117 in assets and $649,919,474 in
liabilities.

The Official Committee of Unsecured Creditors has tapped Covington
& Burling LLP as counsel, Downey Brand LLP as local counsel, and
FTI Consulting as financial advisor.

The Majority Term Lenders are represented by:

         Robert J. Moore, Esq.
         Haig M. Maghakian, Esq.
         MILBANK, TWEED, HADLEY & MCCLOY LLP
         601 S. Figueroa Street, 30th Floor
         Los Angeles, CA 90017-5735
         Tel: (213) 892-4501
         Fax: (213) 892-4701
         E-mail: rmoore@milbank.com
                 hmaghakian@milbank.com


AMERICAN PACIFIC: To Seek Approval of Plan Disclosures Feb. 9
-------------------------------------------------------------
American Pacific Financial Corp. and the Official Committee of
Unsecured Creditors will seek approval at a hearing on Feb. 9,
2012, at 9:00 a.m. of the disclosure statement explaining their
Third Amended Plan of Reorganization.

The Plan, as proposed, provides for the creation of a liquidating
trust, a settlement agreement to contribute additional assets to
the liquidating trust, and a release of certain parties if the
trust receives at least $25 million in funds over six years.

The Creditors Committee has backed the Plan proposed by the Debtor
based on the Debtor's agreement to transfer its assets to the
trust and pursuant to the terms of an agreement with the Debtor's
principal, Larry Polhill.  The settlement agreement provides for
two entities related to Mr. Polhill to contribute 90% of their
receipts from the Debtor's primary asset, Capital Foods, LLC,
until the Trust receives $30 million.  The settlement agreement
also provides for additional contributions beyond that on a
sliding scale, designed to provide an incentive for Mr. Polhill
and the related entities to maximize the return from Capital
Foods.  If the Plan is confirmed, the settlement provides a
contingent release for Mr. Polhill and certain third parties.

The Committee negotiated the settlement agreement based on its
belief that Debtor's assets and the assets contributed have a
greater long-term value.  The entity in the settlement agreement
owns approximately $15 million in publicly traded stock of
Inventure Foods, Inc.  Although the stock is currently pledged as
collateral, the Committee believes that over time the pledge will
be released and the value of the stock will increase.  There is a
risk that the value may be lost that will be lost if there is a
Chapter 7 liquidation due to potential loan defaults and
violations of tax credit agreements.

Under the Plan, the trust will pay all allowed cure claims on or
before 10 days following the effective date of the Plan.

The Debtor no longer has any secured creditors.

Mr. Polhill, a holder of an $11,000 priority claim on account of
wages, will receive payment in full without interest.

The Debtor owes $159.5 million to holders of general unsecured
claims.  Unsecured creditors classified under the "administrative
convenience class" under Class 4 (for claims $5,000 or less), will
receive cash of 50% of their claims in cash after administrative
and wage claims are paid in full.  Other unsecured creditors
(Class 3) will receive beneficial interests in a creditor's trust.
The Plan does not provide for an estimated recovery by Class 3
unsecured creditors.

Under the Plan, trust assets will be liquidated and proceeds paid
to the trust beneficiaries with the reversion after all creditors
are paid in full with interest to Debtor's equity.  The Committee
and the Debtor do not believe there will be any payment to
Debtor's equity.

                    Conversion If Not Confirmed

If the plan is not confirmed, the Chapter 11 Trustee will proceed
with his motion to convert the case to a Chapter 7 liquidation.
The Chapter 11 Trustee asserts cause exists to convert the case to
Chapter 7 due to alleged misconduct by the Debtor. The Bankruptcy
Court previously found cause to appoint the Chapter 11 Trustee,
and Chapter 11 Trustee alleges further cause based on the
bookkeeping and financial records of the Debtor and other
entities, including what the Chapter 11 Trustee asserts is a
change to the operating agreement of Capital Foods, LLC, with
materially adverse effects for the Debtor.

The Chapter 11 Trustee is not a proponent of the Plan.

                About American Pacific Financial

Las Vegas, Nevada-based American Pacific Financial Corporation has
been involved in private equity and sub-debt investment in various
types of companies since 1978.  APFC's assets include loans and
investments in distressed real estate development projects and in
other types of distressed operating companies throughout various
industries.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D. Nev. Case No. 10-27855) on Sept. 21, 2010.
The Company disclosed $16,597,647 in assets and $160,977,435 in
liabilities as of the Chapter 11 filing.

The Debtor is represented by Kaaran Thomas, Esq., and Ryan J.
Works, Esq., at McDonald Carano Wilson, LLP, in Las Vegas, Nevada.

Christopher R. Barclay, the Chapter 11 trustee appointed to take
over management of the assets, has selected Sullivan, Hill, Lewin,
Rez & Engel, as counsel.

The Creditors Committee is represented by:

         Louis M. Bubala III, Esq.
         ARMSTRONG TEASDALE LLP
         50 W. Liberty St., Ste. 950
         Reno, Nevada 89501
         Tel: (775) 322-7400
         Fax: (775) 322-9049
         E-mail: lbubala@armstrongteasdale.com


AMERICAN AIRLINES: Unveils Turnaround Plan to Staff, Union Heads
----------------------------------------------------------------
Susan Carey and Jack Nicas, writing for The Wall Street Journal,
report that executives at AMR Corp. unveiled the first details of
their turnaround plan to staff and labor leaders in an effort to
win backing for new pay and work rules considered essential to
avoid the airline's collapse:

     -- American Airlines wants to cut 13,000 jobs;
     -- terminate employee pension plans; and
     -- boost revenue by a $1 billion a year

WSJ reports the plan laid out by Chief Executive Tom Horton calls
for $2 billion in annualized cost savings by 2017 and $1 billion
in extra revenue by shedding about 15% of the work force,
grounding planes, redoing supplier contracts and restructuring its
debt and aircraft leases.  Mr. Horton said AMR must obtain more
than $1.25 billion in annual labor savings.

The report says, of the 13,000 proposed job cuts, more than two
thirds would come from maintenance and ground staff.

WSJ reports that AMR executives want to win backing from its main
unions for the plan and avoid asking the court to terminate
existing contracts and impose new terms.  WSJ also notes that if
the bankruptcy judge allows AMR to terminate the underfunded plans
because those liabilities would impede a successful
reorganization, the Pension Benefit Guaranty Corp. would have to
assume plans that cover 130,000 workers and retirees.  The PBGC
estimates the plans have assets of $8.3 billion to cover $18.5
billion in benefits.  AMR said Wednesday that it would move its
employees to 401k plans.

AMR intends to emerge from bankruptcy protection as a viable
standalone company.  In January, reports surfaced that Delta Air
Lines and private equity TPG are considering a deal with AMR.  US
Airways Group, meanwhile, has confirmed it has retained advisors
to review a potential merger.

Mr. Horton assumed the CEO post the day AMR filed for bankruptcy
protection.

In a statement, the PBGC said the pensions are underfunded by
about $10 billion, and Americans' retirees would lose at least
$1 billion in benefits if the plans end.  Under federal law, if a
company in bankruptcy wants to end its pensions, it must
demonstrate that doing so is the only way it can reorganize.

Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy
Review, relates that PBGC director Josh Gotbaum, told reporters on
Tuesday from the PBGC's Washington headquarters, that "Our basic
goal is very simple, which is we want American Airlines to be able
to reorganize successfully and to succeed as a business.
"However, if at all possible, we would like for it to reorganize
and succeed as a business without killing its employees' pension
plans and terminating them."  DBR notes Mr. Gotbaum is a former
airline executive who guided Hawaiian Airlines through its Chapter
11 proceeding.

Early in January, AMR paid only $6 million of the required $100
million into the employees' pension plans.  The PBGC has filed
$91.7 million in liens against the airline's assets outside the
U.S.  Those assets aren't part of the Chapter 11 case.

DBR relates American Airlines spokesman Bruce Hicks said, "We
agree with Mr. Gotbaum's statement that the most important thing
is for American Airlines to reorganize successfully and succeed as
a business."  The spokesman noted the PBGC routinely files liens
like these in major restructuring cases.

DBR also reports that PBGC officials on Monday said that at least
$1 billion of American's pension shortfall comes from a law passed
by Congress in 2007 that allowed American and a few other airlines
to contribute less cash to their pension plans.  That funding
relief, Mr. Gotbaum noted, is equal to 25% of AMR's entire
bankruptcy war chest.  AMR filed for bankruptcy in November with
more than $4 billion in cash on hand.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERISERV FINANCIAL: Fitch Affirms Issuer Default Rating at 'BB'
----------------------------------------------------------------
Fitch Ratings has affirmed Ameriserv Financial Inc.'s (Ameriserv)
Issuer Default Rating (IDR) at 'BB'; the Rating Outlook is Stable.

The affirmation reflects the improvements in asset quality and
return to consistent profitability that the company has achieved
since the last rating action.  Fourth quarter 2011 (4Q'11) marked
the fifth consecutive quarter of either a zero or negative
provision for loan losses, reflecting the company's low net
charge-offs during this period (24 basis points [bps] year-to-date
[YTD] 2011) as well as its conservative build up of reserves
during the 2008-2009 period.

The most recent quarterly income figure also represents the
company's 7th consecutive quarter with positive earnings after
posting four consecutive quarters of losses, primarily building up
the aforementioned reserves.  While the consistent profitability
is viewed positively, core performance lags the company's rated
peer group with pre-provision net revenues (PPNR) of roughly .7%
of total assets and a return on assets (ROA) of 68 bps YTD 2011,
despite the negative provisions.

Substantial risk remains in the loan book as well where 53% of
total loans are secured by commercial real estate (CRE).
Furthermore, the CRE credits are rather large in relation to the
bank's capital with the 20 largest credits representing roughly
two times total capital.

Half of the bank's employees are represented by the USWA labor
union, which impacts the bank's credit rating by driving larger
compensation expense than that of similar banks.  The union
affiliation along with a lack of scale are the primary drivers
behind the below-average performance measures.

Capital levels from a core tangible common equity perspective are
considered adequate at the current rating level but given the
large and lumpy CRE portfolio referenced above are not considered
a positive rating driver at their current level of 8.15%.
Regulatory capital levels are meaningfully in excess of the well-
capitalized regulatory thresholds as they are benefited by $21
million of small business lending fund (SBLF) preferred as well as
roughly $13 million of TRUPS.

The SBLF preferred shares are not considered core equity by Fitch
due to the rate step-up in four years.  Fitch views the refinance
of TARP into the SBLF program with caution because of the
additional incentive to lend to small businesses and the potential
for additional credit risk associated with this activity.

The Outlook is Stable reflecting sound asset quality metrics and
consistent profitability which counters negative pressures caused
by lagging financial performance and large concentrations.
Positive rating momentum is not expected in the near term as
stronger performance and a more diversified business mix are
issues that will not be easily resolved.

Negative rating pressure in the near to intermediate-term could
occur should credit stress elevate to a level that threatens
profitability and, consequently, the company's capital base.
Negative rating action could also occur should the company
materially alter its capital structure.

Fitch has affirmed the following ratings with a Stable Outlook:

Ameriserv Financial, Inc.

  -- Long-Term IDR at 'BB';
  -- Short-Term IDR at 'B';
  -- Viability rating at 'bb';
  -- Support Rating at '5';
  -- Support floor at 'NF'.

Ameriserv Financial Bank

  -- Long-Term IDR at 'BB';
  -- Long-Term Deposits at 'BB+';
  -- Short-Term IDR at 'B';
  -- Short-Term Deposits at 'B';
  -- Viability rating at 'bb';
  -- Support Rating at '5';
  -- Support floor at 'NF'.

Ameriserv Capital Trust I

  -- Preferred at 'B+', remains on Rating Watch Negative.


APTALIS PHARMA: S&P Cuts $897-Mil. Sec. Credit Rating to 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its debt rating on New
Jersey-based specialty pharmaceutical company Aptalis Pharma
Inc.'s $897 million senior secured credit facility to 'BB-' from
'BB' and lowered its recovery rating on the debt to '2' from '1'.
A '2' recovery rating indicates its expectation of substantial
(70%-90%) recovery in the event of default.

"We base the downgrade and recovery rating revision on our re-
evaluation of the enterprise value of the guarantor subsidiaries,
as Aptalis continues to integrate Eurand N.V., which it acquired
in early 2011," said Standard & Poor's credit analyst Arthur Wong.

At the same time, Standard & Poor's affirmed its 'B+' long-term
corporate credit rating on Aptalis and its 'B' senior unsecured
debt rating on the company's $235 million of senior unsecured
notes. The '5' recovery rating on the senior unsecured debt is
unchanged, indicating our expectation of modest (10%-30%) recovery
in a default scenario.

"The ratings on Aptalis (formerly Axcan Intermediate Holdings
Inc.) reflect what Standard & Poor's sees as the company's weak
business risk profile, an aggressive financial risk profile, and
adequate liquidity. Aptalis is susceptible to competition and
regulatory changes in its narrow focus on gastroenterology and
cystic fibrosis treatments and the need to efficiently integrate
its recent acquisitions. These risks are somewhat offset by the
company's relatively diverse product portfolio. Aptalis maintains
an aggressive financial risk profile, highlighted by its heavy
debt burden, following the company's mainly debt-financed
acquisition of Eurand in early 2011," S&P said.

Aptalis specializes in the treatment of gastrointestinal (GI)
diseases and disorders, including pancreatic enzyme deficiencies,
cholestatic liver diseases, and inflammatory bowel disease. The
company focuses on niche opportunities in the GI market, where
competition from much larger pharmaceutical companies is limited,
enabling Aptalis to build a leading market share with its small,
but highly trained, specialty sales force.

"The company's portfolio is relatively diverse in our opinion.
However, this portfolio was affected by the Federal Drug
Administration (FDA)-mandated withdrawal of Aptalis' then leading
product franchise, Ultrase and Viokase in 2010; these pancreatic
enzyme products (PEPs) collectively accounted for about one-fifth
of revenues. Although the company had long marketed both products
without formal FDA approval, the FDA mandated that all PEPs needed
to be approved by April 28, 2010, or be withdrawn until the FDA
gave its approval. Both have failed to get approval, and Aptalis
is now in ongoing discussions with the FDA to resolve
manufacturing and control issues at the contract manufacturer for
the active ingredients for both products. The timing of the
resolution is uncertain. Standard & Poor's also believes that
Aptalis could find it difficult to re-establish both products in
the market and that future earnings and cash flows might suffer
until the company regains lost market share," S&P said.

"Our stable outlook on Aptalis reflects our belief that the
continued integration of Eurand will go smoothly and that realized
cost savings, growing Zenpep sales, and continued steady sales of
the company's core portfolio will enable Aptalis to generate
increasing free cash flows and allow it to steadily reduce debt
over time. An upgrade in the near term seems unlikely, given the
decidedly aggressive financial risk profile of sponsor-owned
Aptalis following the Eurand acquisition. We project that adjusted
debt leverage will fall to the 5x range by end of 2012. We have
not projected any major acquisitions in the next year and believe
Aptalis will rely on in-licensing deals to further expand its
portfolio and product pipeline. We could lower our ratings if the
company encounters setbacks in the PEP market, suffers an
unexpected sales decline in its core portfolio, or adopts more
aggressive financial policies, such as additional large debt-
financed acquisitions or sizable dividends, resulting in sustained
leverage above 5.5x," S&P said.


ART MIDWEST: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Art Midwest, Inc.
        953 East Sahara Avenue
        Suite 200
        Las Vegas, NV 89104

Bankruptcy Case No.: 12-10887

Chapter 11 Petition Date: January 26, 2012

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

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

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Steven A. Shelley, vice president.


ART MIDWEST: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Art Midwest, Inc.
        953 East Sahara Avenue
        Suite 200
        Las Vegas, NV 89104

Bankruptcy Case No.: 12-10903

Chapter 11 Petition Date: January 27, 2012

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

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

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Steven A. Shelley, vice president.


AS AMERICA: S&P Cuts Rating on $187.5-Mil. Senior Notes to 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered the issue-level rating
on AS America Inc.'s $187.5 million senior secured notes to 'B-'
(one notch lower than the corporate credit rating) from 'B'. "We
also revised the recovery rating to '5', indicating our
expectation of modest (10% to 30%) recovery for lenders in the
event of a payment default, from '4'," S&P said.

The revision reflects lower recovery prospects for lenders due to
higher expected priority claims on the company's asset-based
lending facilities.

"The 'B' corporate credit rating on AS America reflects the
combination of what we consider to be the company's 'weak'
business risk and 'highly leveraged' financial risk. The weak
business risk profile reflects AS America's dependence on the
challenging residential and nonresidential construction end
markets, high customer concentrations, thin operating profit
margins, and competitive markets. It is partially offset by
the company's leading positions in the chinaware and baths
categories, and a competitive position in faucets," S&P said.

Ratings List
AS America Inc.
Corporate credit rating            B/Negative/--

                                    To         From
Rating Lowered; Recovery Rating Revised
$187.5 mil sr secd nts             B-         B
   Recovery rating                  5          4


ATLANTIC & PACIFIC: Files Exhibits Related to Plan
--------------------------------------------------
BankruptcyData.com reports that Great Atlantic & Pacific Tea
Company filed with the U.S. Bankruptcy Court these Exhibits
related to the Company's Plan Supplement for its Chapter 11 Plan
of Reorganization: Exhibit E - Composition of New Board, Exhibit F
- Bylaws and Exhibit G - Certificate of Incorporation.

According to these documents, the new board will consist of these
individuals: Andrew Axelrod (managing director, Mount Kellett
Capital Management); Ronald W. Burkle (managing partner, The
Yucaipa Companies); Lou Giraurdo (co-founder, senior managing
partner, GESD Capital Partners); Samuel Martin (chief executive
officer, Great Atlantic & Pacific Tea Company); Brendan McGovern
(managing director, portfolio manager, head of research, Liberty
Harbor); Ken Murphy (head of asset management, Mount Kellett
Capital Management) and Thomas Secor (vice president, Liberty
Harbor).

The Court is scheduled to consider confirming the Plan on Feb. 6,
2012.

                  About Great Atlantic & Pacific

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

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

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

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

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

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


ATTACHMATE GROUP: Moody's Affirms 'B2' Rating; Outlook Negative
---------------------------------------------------------------
Moody's Investors Service revised Attachmate Group Inc.'s ratings
outlook to negative from stable and affirmed the company's B2
ratings as a result of the company's proposed debt financed
dividend. Moody's also affirmed the increased first lien term loan
B1 rating. The increased first lien loan (approximately $300
million) along with an unrated incremental second lien loan and
cash on hand will be used to fund a $609 million distribution to
equity holders.

The change in outlook to negative is driven by the increase in
debt and decrease in liquidity as a result of the dividend while
the company is still integrating the Novell acquisition. To fund
the distribution the company will use approximately $242 million
of its existing in cash on hand. While the company has taken
considerable costs out of the combined companies, it is still too
early to determine the impact of the restructuring on the
business. The company experienced several quarters of declining
revenues post closing though there are early indications that the
declines are reversing or at least slowing in the December
quarter.

RATINGS RATIONALE

The B2 corporate family rating reflects the leverage pro forma for
the proposed dividend, the Novell acquisition and its cost
reductions enacted to date (approximately 3.7x pro forma) but
tempered by the challenges of reversing declines in Novell's and
NetIQ's revenues as well the competitive positioning of the
combined company's product lines. While the combined Attachmate
and Novell businesses will have meaningful scale, the non-
mainframe product lines, while fairly broad, have limited market
positions in the competitive infrastructure software tools sector.
The rating also recognizes the recurring nature of revenues and
cash flows as well as strong customer retention rates of
Attachmate's mainframe terminal emulation software business and
strength through the last downturn.

The ratings could be downgraded if the business does not show
signs of stabilizing over the next several quarters or leverage is
not on track to get below 3.5x over the next twelve months on an
actual basis. Given the financial policies of the company, an
upgrade is not likely over the near to medium term.

These ratings were affirmed:

Corporate family rating: B2

Probability of default: B2

$40 million senior secured first lien revolver, B1 LGD3 (36%)

$1,175 million ($300 million upsized) senior secured first lien
term loan, B1 LGD3 (36%)

Ratings outlook: negative

The individual debt instrument ratings were assigned using Moody's
Loss Given Default Methodology. The B1 rating on the first lien
debt is driven by its senior most position in the capital
structure.

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

Attachmate is a leading independent provider of software
connectivity products primarily for the legacy, mainframe
computing user base as well as a niche participant in the larger,
more fragmented systems and security management market. Revenues
pro forma for a full year of Novell ownership are approximately
$1.1 billion. The company is headquartered in Seattle, Washington.


BRADFORD ACADEMY: S&P Cuts Rating on Revenue Bonds to 'CCC+'
------------------------------------------------------------
Standard & Poor's Ratings Services removed its rating from
CreditWatch with negative implications and lowered its long-term
rating to 'CCC+' from 'B-' on Michigan Public Educational
Facilities Authority's series 2007 and 2009 limited obligation
revenue bonds, issued on behalf of Bradford Academy. The outlook
is negative.

"The lowered rating and negative outlook reflects our view of the
academy's operating instability and dramatically weakening
liquidity following a 19% enrollment decline in the fall of 2011
that brings the long-term viability of the school into question,"
said Standard & Poor's credit analyst Shari Sikes. "According to
the academy's authorizer, its issues put the charter at risk for
non-renewal," Ms. Sikes added.

The school will likely deplete its reserve position as the result
of deficit operations and increase its leverage during the current
fiscal year, Ms. Sikes said. "As such, its continued operation is
significantly dependent on favorable market and economic factors."


BROOKFIELD RENEWABLE: S&P Affirms 'BB+' Preferred Stock Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB' long-term
corporate credit rating and 'A-2' short-term rating to the newly
formed Brookfield Renewable Energy Partners L.P. (BREP). The
outlook is stable. At the same time, Standard & Poor's affirmed
its 'BBB' issue-level rating on the approximately C$1.1 billion
rated unsecured debt at BRP Finance ULC and 'BB+' global scale and
'P-3(High)' Canada scale ratings on Brookfield Renewable Power
Preferred Equity Inc.'s preferred stock that BREP assumed as part
of the combination. Standard & Poor's also withdrew its ratings,
including its 'BBB' long-term corporate credit rating, on both
Brookfield Renewable Power Inc. (BRPI) and Brookfield Renewable
Power Fund (BRPF) at the companies' request as a consequence of
combination of the two companies.

"We base the rating on our view that the combined credit risk
profile of BREP's portfolio being at least as good as BRPI's
portfolio combined with BRPF" said Standard & Poor's credit
analyst Stephen Goltz. "In addition, the assets benefit from a
long-term power purchase agreement with Brookfield Asset
Management Inc. (A-/Stable/A-2). We also base the ratings on what
we view as BREP's intermediate financial risk profile."

"We believe BREP's hydroelectric generation enjoys strong
competitive interconnections to a diverse pool of power markets,
and the availability of water storage facilities that enhance the
company's operational flexibility and profitability. In addition,
the energy reallocation mechanism materially reduces hydrology
risk in BREP's Brazilian assets, which make up 20% of total
generation capacity," S&P said.

"The stable outlook reflects our view of the company's
satisfactory business risk profile, which reflects its diversified
electricity generation asset portfolio. We do not expect to raise
or lower the ratings during our two-year outlook horizon," S&P
said.


BUFFETS INC: Proposes Paul Weiss, 4 Other Advisors
--------------------------------------------------
BankruptcyData.com reports that Buffets Restaurants Holdings filed
with the U.S. Bankruptcy Court motions to retain:

   * Paul, Weiss, Rifkind, Wharton & Garrison (Contact: Jeffrey
     Safterstein) as attorney at these hourly rates: partner at
     $830 to 1,120, counsel at 760 to 795, associate at 375 to 760
     and legal assistant at 85 to 250;

   * Young Conaway Stargatt & Taylor (Contact: Pauline K. Morgan)
     as attorney at hourly rates ranging from $230 to 700,;

   * Moelis & Company (Contact: Robert J. Flachs) as financial
     advisor and capital markets advisor for a monthly fee of
     $150,000 and a $3 million restructuring fee;

   * Huntley, Mullaney, Spargo & Sullivan (Contact: William
     Sullivan) as special real estate consultant for a monthly fee
     of $10,000; and

   * PricewaterhouseCoopers (Contact: Chad Berge) as tax
     consultant at these hourly rates: partner at $735, director
     at 595, manager at 495, senior associate at 395 and associate
     at 285.

                       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.


CATALYST PAPER: Forced to Seek CCAA Protection After Deal Fails
---------------------------------------------------------------
Catalyst Paper Corporation disclosed that to facilitate an orderly
restructuring of its business and operations, the board of
directors of the company has approved a filing for an Initial
Order from the Supreme Court of British Columbia to commence
proceedings under the Companies' Creditors Arrangement Act.  The
terms and conditions of the restructuring plan have not yet been
determined by the company.

The operations of Catalyst and its subsidiaries are intended to
continue as usual and obligations to employees and suppliers
during the restructuring process are expected to be met in the
ordinary course.  Catalyst management will remain responsible for
the day-to-day operations of the company.  The company expects
that the Interim Order will provide that while the company and its
subsidiaries are under CCAA protection, all proceedings on the
part of their creditors will be stayed.

The company previously announced a consensual recapitalization
transaction under the Canada Business Corporations Act (CBCA) that
had the support of certain of the holders of the company's 11%
senior secured notes due 2016 and 7 3/8% senior notes due 2014 who
were parties to a Restructuring and Support Agreement (Agreement).
The Agreement provided that, among other conditions, the
recapitalization transaction was subject to the following two
conditions being met by Jan. 31, 2012: (a) a new labour agreement
ratified by all six union locals at the company's BC mills and (b)
two-thirds support of all 2014 and 2016 noteholders.  Since these
conditions will not be met, the company will not be proceeding
with a recapitalization under the CBCA.

"Our debt restructuring objective remains clear and unchanged
though our path forward was altered by recent setbacks," said
Catalyst President and Chief Executive Officer, Kevin J. Clarke.
"Without the new labour agreement, and without two-thirds support
of 2014 noteholders, the economics of the previously announced
consensual restructuring transaction was undermined.  After
reviewing this matter carefully with our Board of Directors and
advisors, we have elected to begin the CCAA proceeding," he said.
"The Board, management and our advisors believe this approach will
best facilitate the completion of a recapitalization transaction
that delivers the improvements to our liquidity and capital
structure which are necessary to put our company on firm financial
and competitive footing in the current business and economic
environment."

                      About Catalyst Paper

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

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

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

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

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

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

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


CATALYST PAPER: Obtains Initial Order Under CCAA
------------------------------------------------
Catalyst Paper Corporation disclosed that the company and certain
of its subsidiaries have obtained an Initial Order from the
Supreme Court of British Columbia under the Companies' Creditors
Arrangement Act (CCAA).  The terms and conditions of the
restructuring plan have not yet been determined by the company.

The company also announced that JP Morgan has agreed to provide
debtor-in possession (DIP) financing to Catalyst, which is
expected to provide the company with up to approximately $175
million of available capital during the CCAA proceedings.
Advances under the DIP will be available after approval by the
Court, which the company expects to obtain on Feb. 3, 2012.  The
Initial Order provides the company with access to an amount the
company believes is sufficient to fund operations until the Court
hearing on Feb. 3, 2012.  The company's operating revenue combined
with the proposed DIP financing are expected to provide sufficient
liquidity to meet ongoing obligations to employees and suppliers
and ensure that normal operations continue during the
restructuring process.  Catalyst management will remain
responsible for the day-to-day operations of the company.

The company intends to apply for recognition of the Interim Order
under chapter 15 of title 11 of the US Code.

The Court granted protection under the CCAA for an initial period
expiring on Feb. 14, 2012 to be extended as required and approved
by the Court.  While the company and its subsidiaries are under
CCAA protection, all proceedings on the part of their creditors
are stayed.  The CCAA filing applies to Catalyst, Catalyst Paper
General Partnership, Catalyst Pulp Operations Limited, Catalyst
Pulp Sales Inc., Pacifica Poplars Ltd., Catalyst Pulp and Paper
Sales Inc., Elk Falls Pulp and Paper Limited, Catalyst Paper
Energy Holdings Inc., 0606890 B.C. Ltd., Catalyst Paper Recycling
Inc., Catalyst Paper (Snowflake) Inc., Catalyst Paper Holdings
Inc., Pacifica Papers U.S. Inc., Pacifica Poplars Inc., Pacifica
Papers Sales Inc., Catalyst Paper (USA) Inc. and The Apache
Railway Company.

Catalyst manufactures diverse specialty printing papers, newsprint
and pulp.  Its customers include retailers, publishers and
commercial printers in North America, Latin America, the Pacific
Rim and Europe.  With four mills located in British Columbia and
Arizona, Catalyst has a combined annual production capacity of 1.9
million tonnes.  The company is headquartered in Richmond, British
Columbia, Canada and its common shares trade on the Toronto Stock
Exchange under the symbol CTL.  Catalyst is listed on the Jantzi
Social Index(R) and is also ranked by Corporate Knights as one of
the 50 Best Corporate Citizens in Canada.

                       About Catalyst Paper

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

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

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

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

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

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

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


CELL THERAPEUTICS: Has $16.6 Million Net Loss in December
---------------------------------------------------------
Cell Therapeutics, Inc., provided information pursuant to a
request from the Italian securities regulatory authority, CONSOB,
pursuant to Article 114, Section 5 of the Unified Financial Act,
that the Company issue at the end of each month a press release
providing a monthly update of certain information relating to the
Company's management and financial situation.

The Company reported a net loss attributable to common
shareholders of US$16.67 million on US$0 of net revenue for the
month ended Dec. 31, 2011, compared with a net loss attributable
to common shareholders of US$5.21 million on US$0 of net revenue
for during the prior month.

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

                        http://is.gd/tuoNag

                      About Cell Therapeutics

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

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

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

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

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

                        Bankruptcy Warning

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

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


CELL THERAPEUTICS: Withdraws New Drug Application for Pixuvri
-------------------------------------------------------------
Cell Therapeutics, Inc., has voluntarily withdrawn its New Drug
Application for Pixuvri (pixantrone) for the treatment of relapsed
or refractory aggressive non-Hodgkin's lymphoma in patients who
failed two or more lines of prior therapy.  The NDA was withdrawn
because, after communications with the U.S. Food and Drug
Administration, CTI needed additional time to prepare for the
review of the Pixuvri NDA by the FDA's Oncologic Drugs Advisory
Committee at its Feb. 9, 2012, meeting.  Prior to withdrawing the
NDA, CTI requested that the FDA consider rescheduling the review
of the Pixuvri NDA to the ODAC meeting to be held in late March.
The FDA was unable to accommodate CTI's request to reschedule, and
given the April 24, 2012, Prescription Drug User Fee Act date, the
only way to have Pixuvri possibly considered at a later ODAC
meeting was for CTI to withdraw and later resubmit the NDA. CTI
plans to resubmit the NDA in 2012.

                      About Cell Therapeutics

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

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

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

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

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

                        Bankruptcy Warning

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

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


CENTRAL FALLS: ACLU Accuses RI City's Receiver of Abusing Power
--------------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that the Rhode
Island branch of the American Civil Liberties Union has accused
the receiver appointed to oversee the bankruptc  y of Central
Falls, R.I., of illegally conducting city meetings.

In a letter Rhode Island ACLU Executive Director Steven Brown sent
to receiver Robert Flanders Jr. on Jan. 11, Mr. Brown said that
the organization was considering legal action against Mr. Flanders
for, among other things, violating the statute granting him
authority over city business by failing to attend city meetings at
which important decisions were made, Law360 relates.

                         About Central Falls

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

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

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

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


CENTREPOINT DEVELOPMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: CentrePoint Development ? Global Vision Investment
        Fund Limited Partnership
        1635 N. Greenfield Rd., #126
        Mesa, AZ 85205

Bankruptcy Case No.: 12-01446

Chapter 11 Petition Date: January 26, 2012

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

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

Estimated Assets: $0 to $50,000

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

Affiliates that filed separate Chapter 11 petitions:

                                                Petition
   Debtor                                         Date    Case No.
   ------                                        ----    --------
CentrePoint Development Investment Fund GP, LLC 1/26/12  12-01448
  Assets: $0 to $50,000
  Debts: $10,000,001 to $50,000,000
CentrePoint Development, LLC                    1/26/12  12-01449
  Assets: $1,000,001 to $10,000,000
  Debts: $10,000,001 to $50,000,000
CentrePoint Development ? Lanesborough Asset
Management Investment Fund Limited Partnership  1/30/12  12-01622
  Assets: $0 to $50,000
  Debts: $1,000,001 to $10,000,000

Each of the Debtors did not file a list of its largest unsecured
creditors together with its petition.

The petitions were signed by Ronald K. Frandsen, beneficial owner
of CentrePoint Development, LLC and CentrePoint Holdings, LLC.


CEQUEL COMMUNICATIONS: S&P Affirms 'B+' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on St.
Louis-based cable-TV operator Cequel Communications Holdings I
LLC, including its 'B+' corporate credit rating, ''B-' unsecured
issue-level rating, and the 'BB-' issue level rating on its
existing credit facilities. The outlook is stable.

"The company' Cequel Communications LLC unit is proposing to
refinance its existing $1.9 billion of term debt with a new $2.2
billion term loan, to which we assigned a 'BB-' issue-level rating
and a '2' recovery rating. We also assigned a 'BB-' issue-level
rating and '2' recovery to its proposed $500 million revolving
credit. The '2' recovery rating indicates our expectations for
substantial (70%-90%) recovery of principal in the event of
default. When the transaction is completed, we will withdraw our
ratings on the prior credit facilities," S&P said.

"The transaction moderately increases Cequel's consolidated
leverage to about 6.5x for the 12 months ended Sept. 30, 2011 from
5.9x, which remains within the parameters of the current ratings,"
said Standard & Poor's credit analyst Catherine Cosentino.

"The ratings on Cequel reflect mature revenue growth prospects for
basic video services, competitive pressure on the video customer
base from direct-to-home (DTH) satellite TV providers, the
potential for increased competition in high-speed data (HSD) and
video services from the local telephone companies, and a 'highly
leveraged' financial profile. Partly tempering these factors are
the company's position as the dominant provider of pay-TV services
in its markets and revenue growth opportunities from advanced
video services, HSD, and voice over Internet protocol (VoIP)
telephony," S&P said.

"The outlook is stable. Cequel should benefit from its continued
roll-out of advanced video services, residential HSD and VoIP
telephony, and growth in its commercial services. The current
ownership structure and resulting financial policy considerations,
however, limit a possible upgrade," S&P said.

"Conversely, if missteps in achieving higher penetration levels
occur or competitive pressures escalate, or if the company's
financial policy becomes substantially more aggressive, with
either resulting in leverage rising above 7x, we could lower the
rating," S&P said.


CHARLESTON PARTY: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Charleston Party, LLC
        124 Sondley Parkway
        Asheville, NC 28805

Bankruptcy Case No.: 12-10064

Chapter 11 Petition Date: January 26, 2012

Court: United States Bankruptcy Court
       Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: H. Trade Elkins, Esq.
                  ELKINS LAW FIRM, PA
                  228 6th Avenue East
                  Suite 1B
                  Hendersonville, NC 28792
                  Tel: (828) 692-2205
                  Fax: (828) 692-8469
                  E-mail: htelkins@prodigy.net

Scheduled Assets: $2,000,000

Scheduled Liabilities: $2,234,456

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ncwb12-10064.pdf

The petition was signed by Jim Short, member.


CLINTON COURT: Chapter 11 Case Dismissed Effective January 20
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has dismissed the Chapter 11 case of Clinton Court Development
LLC, pursuant to pursuant to 11 U.S.C. Section 1112(b), effective
as of Jan. 20, 2012.  The Debtor will be prohibited from filing
another bankruptcy case under any chapter of the Bankruptcy Code
for 2 years from the date the Order becomes effective.

As reported in the TCR on Jan. 18, 2012, Clinton Court told the
Court that there is no longer the need for bankruptcy court
protection.  On Nov. 3, 2011, the Court entered an order granting
the motion of T.D. Bank, N.A., for relief from the automatic stay
provisions of 11 U.S.C. Sec. Section 362.  The Debtor was advised
that TD Bank is prepared to proceed with its foreclosure sale of
the Debtor's real property located at 525 Clinton Avenue,
Brooklyn, New York and 508 Waverly Avenue, Brooklyn, New York,
respectively.  Since the Debtor has no other substantial assets to
administer in the proceeding, there was no need for the bankruptcy
case to continue.

                  About Clinton Court Development

Clinton Court Development LLC, the owner of a 13-story mixed-use
building on Clinton Avenue in Brooklyn, filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 11-14673) on Oct. 5, 2011,
claiming the property is worth about $17 million.  Mortgages total
roughly $42.3 million.  The primary secured creditor is TD Bank
NA.  The Company also owns a two-story commercial building on
Waverly Avenue in Brooklyn.

Judge Robert E. Gerber presides over the case.  The Debtor is
represented by Robert R. Leinwand, Esq., at Robinson Brog Leinwand
Greene Genovese & Gluck P.C. as counsel.  The Debtor scheduled
$17,210,000 in assets and $47,347,150 in liabilities.  The
petition was signed by David Weiss, manager.

Attorneys for TD Bank N.A., are H. Michael Lynch, Esq., and Gary
O. Ravert, Esq., at Lynch & Associates.


CONGAREE TRITON: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Congaree Triton Acquisitions, LLC, Congaree Triton
        Acquisitions, LLC
        dba Triton Stone Group
        dba Triton Stone of Myrtle Beach
        dba Triton Stone Group of Charlotte
        dba Triton Stone
        dba Triton Stone Group of Myrtle Beach
        dba Triton Stone Carolinas
        dba Triton Stone of Charlotte
        dba Triton Stone Group of the Carolinas
        1813 Marion St
        Columbia, SC 29201

Bankruptcy Case No.: 12-00456

Chapter 11 Petition Date: January 26, 2012

Court: United States Bankruptcy Court
       District of South Carolina (Columbia)

Judge: John E. Waites

Debtor's Counsel: James J. Kincannon, Esq.
                  THE KINCANNON FIRM
                  1327 Richland Street
                  Columbia, SC 29201
                  Tel: (877) 992-6878
                  E-mail: todd@thekincannonfirm.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by John D. Cattano, chief financial
officer.


CPG INTERNATIONAL: S&P Affirms 'B' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Scranton, Pa.-based CPG International Inc. (CPG) to stable from
positive. "At the same time we affirmed our 'B' corporate credit
rating on the company, as well as our 'B' issue rating and
'4'recovery rating -- indicating our expectations for an average
(30% to 50%) recovery in a default scenario -- on the company's
$282 million secured term loan," S&P said.

"The rating on CPG reflects our assessment of the company's
financial risk profile as 'aggressive' and business risk profile
as 'weak' -- as our criteria define these terms," said Standard &
Poor's credit analyst James Fielding. "Our aggressive financial
risk assessment is based on our expectation that CPG's revenues
will improve only modestly over the next 12 months, in line with
our forecast for single-digit growth in U.S. residential and
nonresidential construction spending, and that leverage will
remain within the 4x to 5x EBITDA range during that period."

"Our 'weak' business risk assessment reflects the company's
cyclical construction-related end markets, exposure to volatile
resin prices, and somewhat concentrated distributor base. These
risks are mitigated to a degree by improving customer acceptance
of CPG's synthetic-based building products as viable alternatives
to wood-based and other traditional materials and by the company's
leading market position in several niches such as
polyvinylchloride (PVC) decking materials," S&P said.

"Privately held CPG has not published its recent financial
results, but we estimate that 2011 revenues were flat to down
slightly year-over-year and that adjusted leverage ended the year
at the higher end of the 4x to 5x EBITDA range. Our baseline
scenario for CPG indicates that revenue could improve about 5% in
2012 and by about 10% in 2013. This is in line with our baseline
economic view that U.S. residential construction spending will
grow about 7% this year and 15% next year, while nonresidential
spending growth will remain weak at less than 2% in both years,"
S&P said.

"Our baseline scenario further assumes that prices for resins and
other input costs don't change significantly, on average, over the
next two years. Given these assumptions, we expect CPG to post
about $65 million of adjusted EBITDA in 2012 and slightly over $70
million in 2013. This would imply that leverage gradually improves
to closer to 4x EBITDA. That being said, we view a significant
increase in typically volatile resin prices to be a primary
downside risk to our baseline forecast," S&P said.

"The stable outlook reflects our expectation for gradual, but
steady, improvement in demand for most of CPG's products and
relatively flat pricing and input costs. We further estimate that
the company could absorb an increase in resin prices of 5% to 15%
at the current rating, even if it was unable to fully pass these
higher costs along to customers," S&P said.

"We would lower our rating if leverage increases and is sustained
above 5x EBITDA for several quarters," Mr. Fielding continued.
"This could occur, in our view, if resin prices were to increase
more than 15% to 20% and CPG was unable to raise its prices due to
more-competitive market conditions."

"We would raise our rating if leverage falls and is sustained
below 4x EBITDA. This could occur if residential and
nonresidential construction recovers more quickly than we
currently anticipate, CPG's sales improve by about 20%, and
prices for resin and other raw materials don't increase," S&P
said.


CRYSTAL CATHEDRAL: Asks Judge to Amend Sale Order
-------------------------------------------------
Kaitlin Ugolik at Bankruptcy Law360 reports that Crystal Cathedral
Ministries and its plan agent on Friday asked a California
bankruptcy judge to amend the sale order for the group's
megachurch property to clarify that there are no liens against it,
despite claims of a 99-year lease from an entity called The
Crystal Cathedral.

CCM and its financial adviser have been unable to find evidence of
any such lease agreement with The Crystal Cathedral, which shares
several voting board members with CCM but is a separate entity,
according to the motion obtained by Law360.

                       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.


E. D. WHITE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: E. D. White Corporation
        dba Tidewater Roofing
        812 Plum Avenue
        Hampton, VA 23661-1768

Bankruptcy Case No.: 12-50137

Chapter 11 Petition Date: January 30, 2012

Court: United States Bankruptcy Court
       Eastern District of Virginia (Newport News)

Judge: Frank J. Santoro

Debtor's Counsel: Joseph T. Liberatore, Esq.
                  CROWLEY, LIBERATORE, RYAN & BROGAN, P.C.
                  Town Point Center, Suite 300
                  150 Boush Street
                  Norfolk, VA 23510
                  Tel: (757) 333-4500
                  Fax: (757) 333-4501
                  E-mail: jliberatore@clrbfirm.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/vaeb12-50137.pdf

The petition was signed by Emmit D. White, president.


EDUCATION CENTER: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: The Education Center, Inc.
        P.O. Box 10858
        Greensboro, NC 27404-0858

Bankruptcy Case No.: 12-10095

Chapter 11 Petition Date: January 27, 2012

Court: United States Bankruptcy Court
       Middle District of North Carolina (Greensboro)

Judge: Catharine R. Aron

Debtor's Counsel: John A. Northen, Esq.
                  Vicki L. Parrott, Esq.
                  NORTHEN BLUE, LLP
                  P.O. Box 2208
                  Chapel Hill, NC 27514-2208
                  Tel: (919) 968-4441
                  E-mail: jan@nbfirm.com
                          vlp@nbfirm.com

Scheduled Assets: $6,326,721

Scheduled Liabilities: $19,771,228

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ncmb12-10095.pdf

The petition was signed by Stephen K. Pond, president.


EMI PUBLISHING: Moody's Assigns 'B1' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating
(CFR) and a B1 Probability of Default Rating (PDR) to EMI Music
Publishing ("EMI MP"). Moody's also assigned Ba3, LGD3 -- 33%
ratings to the company's proposed $75 million sr secured 1st lien
revolver and $1,050 million sr secured 1st lien term loan. The
proposed credit facilities are being issued along with $505
million sr notes (unrated) to partially fund the acquisition of
EMI MP for a total of $2.2 billion by an investor group led by
Sony Corporation of America and Mubadala Development Company PJSC,
as well as to refinance EMI MP's existing debt. The rating outlook
is stable.

Assignments:

   Issuer: MTL Publishing LLC and EMI Group North America Holdings
           Inc.

   -- Corporate Family Rating (CFR): Assigned B1

   -- Probability of Default Rating (PDR): Assigned B1

   -- $75 Million Senior Secured 1st Lien Revolver: Assigned Ba3,
      LGD3 -- 33%

   -- $1,050 Million Senior Secured 1st Lien Term Loan: Assigned
      Ba3, LGD3 -- 33%

Outlook Actions:

   Issuer: MTL Publishing LLC and EMI Group North America Holdings
           Inc.

   -- Outlook is Stable

RATINGS RATIONALE

The B1 corporate family rating of EMI MP is forward looking and
incorporates the initially high 5.7x debt-to-EBITDA ratio
estimated for FYE March 2012 (pro forma for the acquisition, and
including Moody's standard adjustments, or 5.2x net-debt-to-
EBITDA) as well as uncertainties related to management's plan to
reverse revenue declines experienced over the past few years. As a
result of high debt balances, we expect free-cash flow-to-debt
ratios to be in the low to mid-single digits in the first 12
months. Despite these weak financial metrics relative to the B1
rating category, we believe the company will be successful in
reducing debt balances and improving debt-to-EBITDA ratios with
free cash flow-to-debt greater than 6% after the first 12 months.
"Supporting ratings is the company's leading global position in
music publishing and its strategic importance to Sony Corporation
(Baa1, negative) via its joint venture, Sony/ATV," stated Carl
Salas, Moody's Vice President and Senior Analyst. "Moody's
believes EMI MP's vast library, recurring annuity-like revenue
streams, and largely variable expense structure should maintain
EBITDA margins above 35% under most scenarios," added Salas.
Recurring revenues are supported by copyrights for valuable works
including "New York, New York", "Over the Rainbow", "Santa Claus
is Coming to Town", and "Heard it Through the Grapevine" while
almost all corporate overhead and fixed operating expenses are
replaced with a variable 15% administration fee paid to Sony/ATV
based on EMI MP's gross revenues minus royalties. Management
indicates that it is committed to reducing debt balances with free
cash flow and targets debt-to-EBITDA ratios below 4.0x to 4.5x.
Moody's notes that in addition to the $790 million of equity
provided primarily by Sony Corporation of America and Mubadala
Development Company, the $505 million of unsecured notes are held
by minority shareholders. EMI MP is expected to maintain good
liquidity including more than $120 million of cash at closing and
$75 million of revolver availability.

The stable outlook reflects our view that growth in mechanical-
digital revenues and other segments of EMI MP will offset expected
declines in mechanical- physical revenues resulting in debt-to-
EBITDA ratios remaining below 6.25x (including Moody's standard
adjustments). Moody's believes music publishing revenues,
particularly for the broadcasting related performance segment,
generally track GDP and advertising demand. The outlook
incorporates only modest improvement in advertising demand in the
U.S. offset by potential advertising declines in Europe. We expect
the company will apply free cash flow to reduce term loan balances
consistent with management's target leverage. The outlook also
incorporates our expectations that music entertainment will
continue to be of strategic importance to Sony Corporation and
with Sony/ATV and EMI MP remaining an integral piece of this
strategy.

Ratings could be downgraded if debt financed copyright additions
and acquisitions, or competitive pressures result in the company's
debt-to-EBITDA ratios being sustained above 6.25x, or if
shareholder friendly actions result in strained liquidity or free
cash flow-to-debt ratios falling below 1% after the first 12
months. Ratings could be upgraded if we believe overall mechanical
revenues have stabilized, cash balances are maintained at
forecasted levels, and debt-to-EBITDA ratios are sustained
comfortably below 4.75x (including Moody's standard adjustments)
with free cash flow-to-debt ratios of a minimum 6%. In addition,
management would need to demonstrate a commitment to balance debt
holder returns with those of its shareholders and provide
assurances that the company will operate in a financially prudent
manner consistent with a higher rating.

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

Headquartered in New York, NY, the newly formed EMI Music
Publishing is the trade name for the primary issuer of new debt
facilities, MTL Publishing LLC (d/b/a EMI Music Publishing in the
US). EMI Group North America Holdings Inc., a US subsidiary of EMI
Group International BC in the UK, is a co-issuer. As a standalone
music publisher, EMI MP is the second largest in the world, with a
diverse catalog including over 1.3 million music copyrights, 13
consecutive years winning Billboard Magazine Publisher of the
Year, and roughly one thousand #1 rated Anglo-American song hits
in the last 85 years. Revenues for the 12 months ended June 30,
2011 totaled $690 million with 47% coming from the U.S. and 53%
coming from abroad (primarily Europe). On November 11, 2011, an
investor group led by Sony Corporation of America and Mubadala
Development Company PJSC, an investment company owned by the
government of Abu Dhabi, entered into an agreement to acquire the
music publishing business of EMI Group from Citigroup in a
transaction valued at approximately $2.2 billion. The majority of
equity ownership is held by Sony Corporation of America and
Mubadala with minority shareholders including Jynwel Capital,
Blackstone/GSO, and others. The transaction is subject to
regulatory approval with closing expected in the second calendar
quarter of 2012.


EMMIS COMMUNICATIONS: Has Retired 386,850 of Preferred Shares
-------------------------------------------------------------
Emmis Communications Corporation recently entered into securities
purchase agreements with certain holders of its 6.25% Series A
Cumulative Convertible Preferred Stock, $0.01 par value per share.
Pursuant to the terms of the agreements, Emmis reacquired 25,700
shares of its Preferred Stock from those holders at an average
price of $21.50 per share of Preferred Stock.  The purchased
shares of Preferred Stock have been cancelled and retired.  As
disclosed previously by Emmis, together with shares already
acquired, Emmis has reacquired, cancelled and retired a total of
386,850 shares of its Preferred Stock to date.

As a result of the completion of these purchases, Emmis has
2,422,320 shares of Preferred Stock issued and outstanding and
452,680 shares of Preferred Stock authorized but unissued.
Pursuant to the terms of total return swaps and voting agreements
entered into with certain holders of Preferred Stock, Emmis has
the right to direct the vote of 1,484,679 outstanding shares
Preferred Stock.  In the future, Emmis may issue shares of
Preferred Stock to a third party or third parties who may agree to
vote their shares in accordance with the prior written
instructions of Emmis.  If Emmis issues 390,604 of the 452,680
authorized but unissued shares of Preferred Stock under those
voting arrangements, it will have the ability to direct the vote
of more than 66 2/3% of its issued and outstanding shares of
Preferred Stock.  Although the Board of Directors of Emmis has not
made any determinations with respect to issuing additional shares
of Preferred Stock or amending the terms of the Preferred Stock,
if Emmis is able to direct the vote of more than 66 2/3% of its
issued and outstanding shares of Preferred Stock, it may then
elect to, among other things, amend various provisions applicable
to the Preferred Stock, including but not limited to:

   (i) reducing or eliminating the liquidation preference of the
       Preferred Stock;

  (ii) removing the ability of the holders of Preferred Stock to
       require Emmis to repurchase all or any portion of such
       holders' Preferred Stock upon a change of control or
       certain going-private transactions;

(iii) removing Emmis' obligation to pay to holders of Preferred
       Stock the amount of dividends in respect of their Preferred
       Stock that are currently accrued and unpaid;

  (iv) changing the designation of the Preferred Stock from
       "Cumulative" to "Non-Cumulative" such that dividends or
       distributions on the Preferred Stock will cease to accrue;

   (v) eliminating the rights of the holders of Preferred Stock to
       nominate directors to Emmis' Board of Directors as a result
       of arrearages in dividends; and

  (vi) eliminating the restrictions on Emmis' ability to pay
       dividends or make distributions on its common stock prior
       to paying accrued and unpaid dividends or distributions on
       Preferred Stock.  Emmis may also choose to purchase or sell
       additional shares of its Preferred Stock in the future.

In connection with those transactions, Emmis borrowed an
additional $0.6 million under its Note Purchase Agreement with
Zell Credit Opportunities Master Fund, L.P., dated Nov. 10, 2011.
After giving effect to that borrowing, Emmis had drawn $31.9
million of the $35.0 million available to it thereunder and since
it has used all four of the available draws, is no longer able to
make further borrowings thereunder.

                    About Emmis Communications

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

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

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

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

                           *     *     *

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

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

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


ENCORE PROPANE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Encore Propane, LLC
        5220 Spring Valley Rd.
        Suite 204
        Dallas, TX 75254

Bankruptcy Case No.: 12-30505

Chapter 11 Petition Date: January 28, 2012

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

Judge: Harlin DeWayne Hale

Debtor's Counsel: Vickie L. Driver, Esq.
                  COFFIN & DRIVER, PLLC
                  7557 Rambler Rd., Suite 200
                  Dallas, TX 75231
                  Tel: (214) 377-4848
                  Fax: (214) 377-4858
                  E-mail: vdriver@coffindriverlaw.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Steven McCraw, vice president.


ENERGY FUTURE: Moody's Affirms 'Caa2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service changed the rating outlook for Energy
Future Holdings Corp. (EFH) and its subsidiaries to negative from
stable, including Texas Electric Competitive Holdings Company LLC
(TCEH) which generates and markets electricity in the greater
North-Texas region and is EFH's principal generator of cash flow.
EFH's other subsidiary is Oncor Electric Delivery Company LLC
(Oncor), an 80% owned electric transmission and distribution
utility (T&D) regulated by the Public Utility Commission of Texas
(PUCT). Oncor's rating outlook remains stable. The rating outlooks
for Energy Future Intermediate Holding Corp (EFIH) and Energy
Future Competitive Holdings (EFCH) were also changed to negative
from stable.

Moody's affirmed EFH's Caa2 Corporate Family Rating (CFR), Caa3
Probability of Default Rating (PDR), SGL-4 Speculative Grade
Liquidity Rating and the Baa1 senior secured rating for Oncor.

RATINGS RATIONALE

EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed
company with limited flexibility. EFH's capital structure is
complex and, in our opinion, untenable which calls into question
the sustainability of the business model and expected duration of
the liquidity reserves.

The change in rating outlook to negative from stable reflects a
sustained period of low natural gas prices which will depress
EFH's cash flow generating prospects and could result in further
large goodwill impairments. Moody's also sees declining volumes
and an increase in operating costs and capital investment needs.
These higher costs and investments are influenced, in part, by
increased regulatory requirements that apply primarily to EFH's
coal generation assets.

Moody's sees a strong correlation between the default probability
of EFH, EFIH, EFCH and its primary cash flow generating
subsidiary, TCEH. As a result, the primary rating drivers for EFH,
EFIH and EFCH are heavily influenced by TCEH.

EFH's SGL-4 Speculative Grade Liquidity rating reflects a
liquidity profile which is slowly but steadily declining. In our
opinion, the decline in liquidity sources will accelerate in 2012.
We note that the (unused) collateral posting facility expires on
December 31, 2012. The expiration of this facility exposes EFH to
potential liquidity demands in a high natural gas price
environment (ie., above $7.50/mcf). In October 2013, a portion of
TCEH's revolver expires and there are substantial credit facility
and bond maturities in 2014, 2015, 2016 and 2017. Absent a
sustained improvement to natural gas commodity prices or a
material expansion in market heat rates, we believe EFH's
liquidity will become exhausted, possibly as early as 2014.

Prospectively, ratings are unlikely to be upgraded over the near
to intermediate term horizon, largely due to our expectations
regarding cash flow and the complexity of the capital structure.
Should natural gas commodity prices and market heat rates improve
materially, and for a sustained period of time, there could be
upward pressure on EFH's ratings. Over the near-term horizon,
ratings are more likely to fall, and individual classes of
securities have a reasonably high probability of experiencing a
limited default, as Moody's defines it, based on our limited
default/distressed exchange policies.

Notwithstanding the ring-fence type provisions structured at
Oncor, additional debt incurrence at either EFH or EFIH, secured
by EFIH's equity interest of Oncor Electric Delivery Holdings
Company LLC (Oncor Holdings) will likely be viewed as a form of
permanent leverage for Oncor, a material credit negative. As EFH
continues to migrate debt onto the non-ring-fenced intermediate
subsidiary holding company of Oncor, we believe Oncor will
increasingly be pressured to make upstream dividend contributions
to EFIH, in part to service the secured debt obligations of EFH
and EFIH, and potentially to the detriment to its own credit
quality, despite the ring-fence type provisions.

That said, on a stand-alone basis, today's Baa1 senior secured
rating for Oncor reflects the revenue and cash flow stability
associated with Oncor's T&D utility business activities. Oncor's
rating and stable rating outlook are benefited by the ring-fence
type provisions and the presence of the PUCT as its principal
regulator. But we continue to highlight EFH's potential
restructuring activities along with EFIH's and EFH's public
disclosures associated with the risks of a potential breach of the
ring fence under some scenarios. According to these public
disclosures, only a bankruptcy judge can ultimately decide the
effectiveness of the ring fence provisions. Should an event like
this materialize, the ratings for Oncor could be negatively
impacted. Nevertheless, we viewed Oncor's recent credit facility,
expiring in 2016 as a strong, independent, third-party test of the
ring fence provisions by its lenders.

Although these factors continue to indicate elevated levels of
event risk at Oncor when compared to other comparable regulated
T&D utility companies, due to its parent's weak credit profile,
the elevated event risk is not sufficient to warrant a change to
Oncor's rating or rating outlook at this time.

Oncor's rating outlook could be changed to negative if EFH
continues to utilize EFIH's equity interest in Oncor Holdings,
either directly or indirectly, as part of its ongoing
restructuring activities or if EFH continues to transfer debt onto
EFIH, Oncor's intermediate parent holding company. Moody's views
the leverage at EFIH, which utilizes Oncor's equity value as
collateral, as a form of permanent leverage for Oncor.

The ratings for EFH, its subsidiaries and individual debt
instruments are derived from the Caa2 CFR, with the exception of
Oncor due to its ring fence type provisions.

The ratings for EFH, TCEH, EFCH and EFIH's individual securities
were determined using Moody's Loss Given Default (LGD)
methodology. Based on EFH's Caa2 CFR and Caa3 PDR, and based
strictly on the priority of claims within those entities, the LGD
model would suggest a rating of Ca for EFH's and EFIH's senior
secured debt securities. EFIH's Caa3 first and second lien ratings
reflect the fact that the holders of these securities also benefit
from their security interests of Oncor Holdings equity in Oncor.

The principal methodology used in this rating was Unregulated
Utilities and Power Companies published in August 2009.


ENTERPRISE PRODUCTS: Moody's Lifts Jr. Sub. Note Rating From Ba1
----------------------------------------------------------------
Moody's Investors Service upgraded Enterprise Products Operating,
LLC's (EPO) senior unsecured ratings to Baa2 from Baa3. Moody's
also upgraded EPO's junior subordinated notes to Baa3 from Ba1.
The rating outlook remains positive. EPO is the primary operating
subsidiary of Enterprise Products Partners L.P. (Enterprise) and
issues substantially all of Enterprise's debt.

RATINGS RATIONALE

"The upgrade to Baa2 reflects Enterprise's strong execution on its
large capital expansion program, growing cash flows and good
leverage metrics," commented Pete Speer, Moody's Vice President.
"The positive outlook points to the potential that continued
execution on its organic growth projects while maintaining a
strong financial profile could result in another ratings upgrade
for Enterprise in 2013."

Enterprise's Baa2 senior unsecured ratings reflect the benefits of
its industry leading scale and the geographic and business line
diversification of its operations. Its assets are highly
interconnected and have direct links to key markets for the
various commodity products that Enterprise processes and
transports. The partnership has a straightforward corporate
structure and low overall cost of capital due to its elimination
of incentive distribution rights for its General Partner.
Enterprise's timely equity issuances, high levels of retained
distributable cash flow relative to peers, steady disposition of
its equity interests in Energy Transfer Equity, LP and strong
earnings growth has enabled the partnership to end 2011 with
Debt/EBITDA under 4x despite growth capital expenditures in excess
of $3.5 billion. In addition, the owner of the partnership's
general partner, EPCO Holdings, Inc. (EPCO), has reduced its debt
at a faster than expected pace, reducing the secondary debt burden
on Enterprise's assets and lowering the overall family leverage
metrics.

Enterprise's large asset footprint has enabled it to continue to
seize on producer demand for new infrastructure driven by rising
natural gas liquid and oil production from development of shale
and other unconventional reservoirs. Consequently the
partnership's capital expenditures will remain at high levels in
2012 and into 2013. We also expect EPCO to continue to
significantly reduce its debt levels over the next two years. If
Enterprise continues to complete its capital projects largely
within budget, achieve the forecasted fee-based earnings growth
and sustain strong leverage metrics then the ratings could be
upgraded to Baa1 in 2013. Debt/EBITDA, including EPCO debt,
sustained at or below 4x would be supportive of an upgrade.

While unlikely given current trends, a ratings downgrade is
possible if Enterprise's commodity price exposure resulted in
materially higher cash flow volatility than anticipated; if the
partnership were to expand into activities that significantly
increase its business risk; or if the capital projects experience
large cost overruns and delays. Debt/EBITDA above 4.5x on a
sustained basis could result in a ratings downgrade.

Moody's current ratings for Enterprise Products Operating, LLC
are:

Enterprise Products Operating

Senior Unsecured (domestic currency) Rating of Baa2

Junior Subordinate (domestic currency) Rating of Baa3

BACKED Senior Unsecured (domestic currency) Rating of Baa2

BACKED Junior Subordinate (domestic currency) Rating of Baa3

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

BACKED Subordinate Shelf (domestic currency) Rating of (P)Baa3

The principal methodology used in rating Enterprise Products
Operating, LLC was the Global Midstream Industry Methodology
published in December 2010.

Enterprise Products Partners L.P. is a publicly traded master
limited partnership headquartered in Houston, Texas. It guarantees
all the debt issued by Enterprise Products Operating LLC, its
primary operating subsidiary. Enterprise's operations included
natural gas gathering, processing, transportation and storage;
natural gas liquids fractionation, transportation and storage; oil
pipelines; offshore production platform services; transportation
and storage of refined products; gathering, transportation,
marketing and storage of crude oil; and petrochemical services.


FIRST COMMONWEALTH: Fitch Say 'BB+' Pref. Stock on Watch Neg.
-------------------------------------------------------------
Fitch Ratings has placed the Issuer Default Ratings (IDRs) of
'BBB/F2' for First Commonwealth Financial Corp. (FCF) and its lead
bank subsidiary, First Commonwealth Financial Bank, on Rating
Watch Negative.

The Rating Watch reflects both the increased asset quality stress
reported in fourth quarter 2011 (4Q'11) as well as uncertainties
regarding FCF's strategic direction and capital management in view
of recent and potential management changes.

Fitch recently affirmed FCF's ratings on Dec. 2, 2011, citing a
large and growing capital base which reduced Fitch's concern
regarding negative trends in asset quality and subpar performance.
Soon afterwards, the former bank president, Michael Price,
replaced the former CEO, John Dolan, on an interim basis.  FCF's
board is currently conducting an executive search to identify a
permanent replacement (or possibly to remove the current interim
title).

Non-performing assets (NPA) reached their high point in the cycle
in 3Q'11 when they stood at 4.87% (including troubled debt
restructurings [TDR]) of loans and other real estate owned (OREO).
While NPAs were reduced to 3.48% at 4Q'11, this was largely done
through net charge-offs (NCOs).  Consequently NCOs for 4Q'11 of
3.63% of total loans now represent their high point in the cycle.

The absolute level of NPAs and credit costs is less a concern than
the overall trend this late in the credit cycle and when compared
to similarly rated institutions.  The fact that NPAs reached their
high point in the cycle in 3Q'11 and NCOs followed suit in 4Q'11
suggests that management may not have a firm handle on the credit
issues.  The possibility that a new CEO could find further,
significant, credit issues is a factor in the Rating Watch.

Despite the increased credit costs noted above, the bank did
report positive trends in both delinquencies and classified
credits. Fitch will pay particularly close attention to these
metrics as inflows into NPAs, delinquencies and classifieds would
indicate that credit issues could be meaningfully worse than
anticipated by the current rating.  If NPA inflows, classifieds
and delinquencies trend negatively and clarification of a
conservative capital maintenance policy is not provided by a new
CEO, the Rating Watch could be resolved with a multiple-notch
downgrade.

On the other hand, the Rating Watch may be resolved with an
affirmation if the additional NCOs and provision expense taken in
4Q'11 finally put credit issues behind the company and the
permanent CEO demonstrates a commitment to maintaining
conservative capital levels.

Headquartered in Indiana, PA, FCF provides a full range of
financial services including commercial and retail banking via 112
branches and two loan production offices across Western and
Central Pennsylvania.  The majority of FCF's branches are
concentrated within the greater Pittsburgh metropolitan area in
Alleghany, Butler, Washington, and Westmoreland counties, with the
remainder located throughout smaller more rural counties.

The following ratings have been placed on Rating Watch Negative:

First Commonwealth Financial Corp.

  -- Long-term IDR 'BBB';
  -- Short-Term IDR 'F2';
  -- Viability Rating 'bbb';
  -- Support Floor 'NF';
  -- Support '5'.

First Commonwealth Bank

  -- Long-term IDR 'BBB';
  -- Long-term Deposit 'BBB+';
  -- Short-Term IDR 'F2';
  -- Short-Term Deposit 'F2';
  -- Viability Rating 'bbb';
  -- Support Floor 'NF';
  -- Support '5'.

First Commonwealth Capital Trust

  -- Preferred stock 'BB+'.


FOUR SEASONS: U.S. Trustee Asks Court to Dismiss Chapter 11 Case
----------------------------------------------------------------
Donald F. Walton, Acting United States Trustee for Region 21, asks
the U.S. Bankruptcy Court for the Southern District of Florida to
dismiss the Chapter 11 case of Four Seasons 66B Investments, Corp.

Mr. Walton states:

1. The Debtor's only asset is its interest in a condominium unit
in the Four Seasons Condominium Building in Miami, Florida, valued
at $1,260,000.  The condominium is encumbered by a mortgage listed
as secured debt of $1,555,765.  The Debtor lists no unsecured
debt.

2. JP Morgan Chase holds the mortgage on the condominium, and on
Aug. 12, 2011, filed a motion for stay relief which motion was
granted by the Court in Order Granting Stay Relief on Sept. 7,
2011.

3. The Debtor's sole reason for filing bankruptcy was to attempt
to refinance or sell the condominium before it was sold in
foreclosure.  That reason is now moot since JP Morgan Chase
obtained stay relief to continue and complete foreclosure
proceedings in state court and sale the condominium.

4. The Debtor has not filed monthly operating reports ("MORs")
since March 2011, as required by Local Bankruptcy Rule 2015-1.

5. The Debtor has not paid this obligation to the United States
Trustee for the second, third and fourth quarter of 2011 with
estimated fees owed of $1,956.

The Court continued the hearing on the dismissal motion to
March 21, 2012, at 10:30 a.m.

                        About Four Seasons

Coral Gables, Florida-based Four Seasons 66B Investments, Corp,
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case
No. 10-23713) on May 19, 2010.  Cesar J. Dominguez, Esq., who has
an office in Miami, Florida, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $100,000,001 to $500,000,000.


GAME TRADING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Game Trading Technologies, Inc.
        fka City Language Exchange, Inc.
        10957 McCormick Road
        Hunt Valley, MD 21031

Bankruptcy Case No.: 12-11519

Chapter 11 Petition Date: January 30, 2012

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Debtor's Counsel: James Edward Van Horn, Jr., Esq.
                  MCGUIREWOODS LLP
                  7 St. Paul Street, Suite 1000
                  Baltimore, MD 21202-1671
                  Tel: (410) 659-4468
                  E-mail: jvanhorn@mcguirewoods.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mdb12-11519.pdf

The petition was signed by Marc S. Weinsweig, chief restructuring
officer.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Gamers Factory, Inc.                   12-11522   01/30/12


GAMERS FACTORY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Gamers Factory, Inc.
        10957 McCormick Road
        Hunt Valley, MD 21031

Bankruptcy Case No.: 12-11522

Chapter 11 Petition Date: January 30, 2012

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Debtor's Counsel: James Edward Van Horn, Jr., Esq.
                  MCGUIREWOODS LLP
                  7 St. Paul Street, Suite 1000
                  Baltimore, MD 21202-1671
                  Tel: (410) 659-4468
                  E-mail: jvanhorn@mcguirewoods.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mdb12-11522.pdf

The petition was signed by Marc S. Weinsweig, chief restructuring
officer.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Game Trading Technologies, Inc.        12-11519   01/30/12


GENERAL MOTORS: Settles Old Environment Liabilities for $23.8MM
---------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that General Motors Co.
has agreed to a $23.8 million settlement to resolve old GM
environmental liabilities at three superfund sites in New Jersey,
Maryland and Missouri, the Department of Justice said.

Meanwhile, a separate Dow Jones' Daily Bankruptcy Review News
relates that General Motors Co. will start construction on a $200
million stamping plant that will create about 180 jobs in
Arlington, Texas, the auto maker said, Agence France-Presse
reported.

                       About General Motors

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

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

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

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

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

                     About Motors Liquidation

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

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

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


GENWORTH MORTGAGE: S&P Cuts Counterparty Credit Rating to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings (FSR) on Genworth Mortgage
Insurance Corp. and its FSR on Genworth Residential Mortgage
Insurance Corp. of North Carolina (collectively GMICO) to 'B' from
'BB-'. The outlook is negative. The ratings on Genworth Financial
Inc. are unaffected by this action.

"According to our rating definitions, an insurer rated 'B' has
weak financial security characteristics. Adverse business
conditions will likely impair its ability to meet financial
commitments. We believe that GMICO currently fits this
definition," S&P said.

"We are lowering the ratings on GMICO by two notches due to two
separate factors. One of the notches reflects a reassessment of
GMICO's strategic importance as determined by our group
methodology criteria. The second notch reflects the continued
deterioration of GMICO's stand-alone credit profile. In 2009, we
considered GMICO a nonstrategic entity to Genworth Financial Inc.
However, we still afforded it one notch of support due to the
ongoing commitment and capital support provided to the business.
Management has shifted its tone regarding GMICO in recent
quarterly calls, indicating GMICO does not have 'an unlimited call
on capital' and requiring four 'screens' to be met prior to
further capital being contributed. As a result, we have revised
our view and now attribute no support to the rating," S&P said.

The high level of losses in the mortgage insurance sector are
occurring in an economy that is struggling to recover and that
continues to exhibit significant weakness in the job and housing
markets. The lack of significant improvement in payroll employment
data contributed to high levels of new notices of delinquency
(NODs).

"Macroeconomic conditions remain unsupportive of a more rapid
turnaround in the underlying fundamentals of the mortgage-
insurance industry. The lack of improvement in underlying
fundamentals could result in higher levels of claim incidence,
lower levels of cure activity, and higher costs associated with
claims settlements than expected, and ultimately call into
question reserve adequacy. However, we believe this is less of an
issue for GMICO than for its peers," S&P said.

The current ratings contemplate continued losses through 2012 with
a trajectory toward break-even operating results by the end of
2013 due to improving NOD trends.

"The negative outlook on GMICO reflects the current trajectory of
operating performance and the potential that adverse deviation
will impair GMICO's capital position. Although new notices of
delinquencies continue to decline, they would likely increase
again if the economy enters another downturn and payroll
employment once again declines. The elevated level of new notices
and the volatility in cure activity make it difficult to foresee
materially improving operating performance in the coming
quarters," S&P said.

"We expect favorable seasonality in the first half of 2012 to
affect GMICO's operating results. However, we could lower the
ratings if GMICO's future results reflect further reserve
strengthening and call the company's reserve adequacy into
question. More likely though, we could downgrade GMICO as a
result of operating performance that isn't materially improved
from 2011 performance. If the trajectory of 2012 statutory
earnings at the flagship entity follows third-quarter 2011
performance (loss of $104 million), GMICO's claims-paying ability
and capitalization will quickly deteriorate, as the company only
held $722 million as of third-quarter 2011. At that point, it is
our opinion that the regulatory forbearance that has allowed GMICO
to write new business will likely be tested," S&P said.


GEP MIDSTREAM: S&P Withdraws 'BB-' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB-' long-term
corporate credit rating on GEP Midstream Finance Corp., a wholly
owned subsidiary of Gibson Energy ULC (BB-/Stable/--), which it
continues to rate. "We withdrew the rating at Gibson's request,"
S&P said.


GLOBAL GEOPHYSICAL: S&P Raises Corporate Credit Rating to 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Global Geophysical Services Inc. to 'B+' from 'B'. "At
the same time, we raised the issue rating on Global's $200 million
unsecured notes to 'B+' (same as the corporate credit rating) from
'B'. The recovery rating on this debt issue remains unchanged at
'4'," S&P said.

"The upgrade reflects Global's improved operating performance and
credit metrics, and our expectation that credit metrics will
remain strong," said Standard & Poor's credit analyst Marc
Bromberg. "The company benefited from increased capital spending
by exploration and production (E&P) companies in 2011, and also
from the change in its business mix to a greater portion of
revenues from its higher-margined multi-client services business.
Global's revenues for the last 12 months ended Sept. 30, 2011,
grew 40% over the prior period, to $366 million, primarily driven
by increased revenues in its international operations, and strong
library late sale revenues. EBITDA for the same period almost
doubled, to $221 million. As a result, credit metrics improved,
with TD/EBITDA of 1.3x and EBITDA interest coverage of about 9x,
compared with 1.7x and 5.2x. We expect Global should continue to
benefit from business trends in 2012, with incremental revenues
from new business in Latin America and the Gulf of Mexico."

"The ratings on Houston-based Global Geophysical Services Inc.
reflect the company's participation in the very volatile land
seismic acquisition business, its limited size, and extreme cash
flow volatility due to its dependence on the capital budgets of
E&P companies. The ratings also incorporate our expectation that
E&P companies will continue to maintain spending comparable with
2011 levels and the company's good backlog of data-acquisition
projects," S&P said.

"Standard & Poor's views the seismic industry as very challenging.
The industry is subject to high levels of competition, revenue and
earnings volatility. We categorize Global's business profile as
'weak', primarily due to its relatively small revenue base and the
highly cyclical nature of the seismic industry, as companies defer
or cancel projects during weaker periods. Global competes with
larger, better-capitalized industry participants, including
WesternGeco and CGG Veritas. We do note, however, that even during
weak industry conditions in 2009 and 2010, Global did not exhibit
the sharp decline in EBITDA and margins that U.S. land seismic
companies historically experience, partly because the company has
expanded internationally. With interest in international
proprietary shoots picking up, we expect Global's margins to
remain strong. The backlog for the company was $239 million as of
Sept. 30, 2011," S&P said.

"The outlook is stable. We expect Global to sustain improved
EBITDA and maintain margins as industry conditions benefit from
strong oil prices and E&P companies maintain continued elevated
levels of capital spending for 2012. We expect the company to
maintain leverage in the 1x area. We would lower the ratings if
leverage exceeds 5x, and/or if liquidity becomes constrained. Our
internal forecast indicates that even if revenues declined by 30%
and gross margins contracted to 30%, leverage in 2012 would still
be below 5x. We view an upgrade over the outlook period as
unlikely given the inherent volatility of the seismic services
market and our assessment of Global's business risk," S&P said.


HAMPTON ROADS: Incurs $98 Million Net Loss in Full Year 2011
------------------------------------------------------------
Hampton Roads Bankshares, Inc., reported a net loss of $98 million
on $100.79 million of interest income for the year ended Dec. 31,
2011, compared with a net loss of $210.35 million on $122.19
million of interest income during the prior year.

The Company reported a net loss of $21.18 million on $22.87
million of interest income for the quarter ended Dec. 31, 2011,
compared with a net loss of $34.28 million on $28.58 million of
interest income for the same quarter a year ago.

"During the quarter we made tremendous progress in reducing our
portfolio of problem assets and bringing down our operating costs"
said Stephen P. Theobald, executive vice president and chief
financial officer.  "While those efforts remain in progress we now
are turning our attention to growing our customer base and getting
back to the business of community banking."

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

                        http://is.gd/A5rNMa

                  About Hampton Roads Bankshares

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

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

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

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

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

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


HAMPTON ROADS: Donald Price Joins as Bank's Senior Loan Officer
---------------------------------------------------------------
Hampton Roads Bankshares, Inc., the holding company for The Bank
of Hampton Roads and Shore Bank, announced that Donald F. Price
has joined BHR as a Senior Loan Officer.

Tom Mears, BHR's President of Commercial Banking and the President
and CEO of Shore Bank, said, "With nearly three decades of
experience originating and managing commercial loans in the
Norfolk market, Don has the experience, judgment and market
knowledge to make an immediate contribution as we continue to
build one of the premier lending teams in the region and position
the bank to drive high-quality loan growth in the coming years."

Price joins BHR from Monarch Bank, where he served as President of
the bank's Norfolk market for three years.  Previously, he served
as Executive Vice President and Commercial Loan Officer at Bank of
the Commonwealth in Norfolk.  Prior to that, he held a series of
leadership positions at Heritage Bank & Trust, including
President, over a period of 15 years.

Mr. Price is active in a number of community and civic
organizations in Norfolk, including the Barry Robinson Trust/Barry
Robinson Center, where he is a member of the Board of Trustees and
The Tidewater Business Financing Corporation, where he serves on
the Board of Directors.  Mr. Price has a Bachelor of Science in
Business Administration from Old Dominion University.

                   About Hampton Roads Bankshares

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

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

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

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

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

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

The Company reported a net loss of $98 million on $100.79 million
in interest income for the year ended Dec. 31, 2011, compared with
a net loss of $210.35 million on $122.19 million in interest
income during the prior year.


HANLEY WOOD: S&P Withdraws 'SD' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Washington, D.C.-based Hanley Wood LLC at the company's request.
"The rating withdrawal follows our downgrade of the company to
'SD' on Jan. 17, 2012, reflecting the company's subpar debt
recapitalization, which we view as tantamount to a default based
on our criteria," S&P said.

"As part of the recapitalization, the company reduced debt to
about $80 million from $406 million as of Sept. 30, 2011, with
lenders accepting roughly 20% of original par value, in addition
to a majority equity stake in the company. The company's EBITDA
remains at very depressed levels, largely because EBITDA from
trade shows dropped 35% in 2010 and 3% in the first nine months of
2011," S&P said.


HARTFORD COMPUTER: Creditors Aim to Probe Hedge Fund Lender
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that creditors of Hartford
Computer Group Inc. want to investigate private equity firm
Delaware Street Capital, which faces accusations that it gave the
Chicago electronics repair company an expensive loan that it later
refused to refinance, exacerbating the company's financial
problems.

As reported in the Troubled Company Reporter on Jan. 25, 2012, Dow
Jones' DBR Small Cap reports that shareholders who own small
pieces of Illinois software company Hartford Computer Group Inc.
are accusing the company's top executives and its biggest
shareholder of improperly draining the hardware repair business's
finances -- a scheme that put the company on a path to the
bankruptcy auction.

                      About Harford Computer

Schaumburg, Illinois-based Hartford Computer Hardware Inc. and its
affiliated entities are one of the leading providers of repair and
installation services in North America for consumer electronics
and computers.  Hartford Computer Hardware operates in three
complementary business lines: parts distribution and repair, depot
repair, and onsite repair and installation.  Products serviced
include laptop and desktop computers, commercial computer systems,
flat-screen television, consumer gaming units, printers,
interactive whiteboards, peripherals, servers, POS devices, and
other electronic devices.  Hartford Computer Hardware, though all
U.S. companies, operates a significant portion of their business
in Markham, Ontario, Canada.

Hartford Computer Hardware and three units filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Lead Case No. 11-49744) on Dec. 12,
2011.  The affiliates are Hartford Computer Group Inc. (Case No.
11-49750); Hartford Computer Government Inc. (Case No. 11-49752)
and Nexicore Services LLC (Case No. 11-49754).  Judge Pamela S.
Hollis oversees the case.  John P. Sieger, Esq., Paige E. Barr,
Esq., and Peter A. Siddiqui, Esq. -- john.sieger@kattenlaw.com ,
paige.barr@kattenlaw.com and peter.siddiqui@kattenlaw.com -- at
Katten Muchin Rosenman LLP, serve as the Debtors' counsel.  The
Debtors' investment banker is Paragon Capital Partners, LLC; the
special counsel is Thornton Grout Finnigan LLP; and the notice and
claims agent is Kurtzman Carson Consultants LLC.  In its petition,
Hartford Computer Hardware estimated $50 million to $100 million
in assets and debts.  The petitions were signed by Brian Mittman,
chief executive officer.

Hartford Computer Hardware Inc. obtained Court permission to act
as the foreign representative of the Debtors in Canada in order to
seek recognition of the Chapter 11 case on the Debtors' behalf,
and request the Ontario Superior Court of Justice (Commercial
List) to lend assistance to the Bankruptcy Court in protecting the
Debtors' property.

The Debtors are selling substantially all of their assets and have
scheduled a Feb. 16, 2012 auction.  The Debtors have a stalking
horse deal with Avnet, Inc. and Avnet International (Canada) Ltd.,
which have offered $35.5 million in cash for the HCG and Nexicore
businesses. HCG and Nexicore may also be entitled to certain
earnout consideration based on the operating income of the
business in calendar years 2012 and 2013, which will be calculated
based on a formula.  In the event the Debtors chose to consummate
a deal with another buyer, the Debtors will have to pay Avnet a
$1,775,000 break-up fee, which will have administrative expense
status.

Avnet Inc., proposed buyer for Nexicore and HCG, is represented by
Frank M. Placenti, Esq., at Squire, Sanders & Dempsey L.L.P.
Delaware Street, the DIP lender, is represented in the case by
Landon S. Raiford, Esq., and Michael S. Terrien, Esq., at Jenner &
Block.   Matthew J. Botica, Esq., and Nancy G. Everett, Esq., at
Winston & Strawn LLP, argue for lenders ARG Investments, Enable
Systems, Inc., MRR Venture LLC, SKM Equity Fund II, L.P. and SKM
Investment Fund II.


HAWKER BEECHCRAFT: Top Exec Sees Turbulence Ahead in 2012
---------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Hawker Beechcraft
Corp.'s top executive said he sees "another fairly difficult year"
for his company's business-jet operation amid struggles to stem
losses and reduce debt.

                      About Hawker Beechcraft

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

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

                           *     *     *

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

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

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


HEALTHSPRING INC: S&P Lifts Counterparty Credit Rating From BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
rating on HealthSpring Inc. to 'BBB-' from 'BB-'. "At the same
time, we removed the rating from CreditWatch, where we placed it
with positive implications on Oct. 24, 2011, and assigned a
positive outlook. In addition, we withdrew all of our debt
issue ratings on HealthSpring, as all of HealthSpring's
outstanding debt was fully repaid as part of the acquisition," S&P
said.

"Our three-notch rating upgrade of HealthSpring, following its
acquisition by Cigna Corp., is based on our designation of it as a
'strategically important' entity within the Cigna Corp.
organization. Based on our group rating methodology, we allow for
three notches of rating support for strategically important
entities in most cases. HealthSpring will now operate as a wholly
owned intermediate holding company under Cigna Corp.," S&P said

"The positive outlook is based on our expectation that
HealthSpring will evolve toward core status over the next two
years as its operations are integrated into Cigna's organization,"
said Standard & Poor's credit analyst James Sung. "If we designate
HealthSpring as a core entity, we would likely raise our rating on
HealthSpring to the same level as that on Cigna Corp."

"Conversely, failure of the Cigna group to support HealthSpring or
significant and sustained earnings underperformance at
HealthSpring's operations would cause us to reevaluate
HealthSpring's strategically important group status and our rating
on the company," S&P said.


HEARUSA INC: Brower Piven Launches Investors' Class Suit
--------------------------------------------------------
Brower Piven announces that a class action lawsuit has been
commenced in the United States District Court for the District of
New Jersey on behalf of investors who sold shares of HearUSA Inc.
common stock during the period between Jan. 18, 2011 and July 31,
2011, inclusive.

If you sold HearUSA common stock during the class period and would
like additional information about this lawsuit and your ability to
become a lead plaintiff, you may contact Brower Piven at
http://www.browerpiven.com/by email at hoffman@browerpiven.com,
by calling 410/415-6616, or at Brower Piven, A Professional
Corporation, 1925 Old Valley Road, Stevenson, Maryland 21153.
Attorneys at Brower Piven have combined experience litigating
securities and class action cases of over 60 years.

No class has yet been certified in the above action. Members of
the Class will be represented by the lead plaintiff and counsel
chosen by the lead plaintiff.  If you wish to choose counsel to
represent you and the Class, you must apply to be appointed lead
plaintiff no later than March 19, 2012, and be selected by the
Court.  The lead plaintiff will direct the litigation and
participate in important decisions including whether to accept a
settlement and how much of a settlement to accept for the Class in
the action.  The lead plaintiff will be selected from among
applicants claiming the largest loss from investment in the
Company during the Class Period. You are not required to have sold
your shares to seek damages or to serve as a Lead Plaintiff.

The complaint accuses Siemens Hearing Instruments, Inc. of
violations of the Securities Exchange Act of 1934 by virtue of
Siemens' false statement during the Class Period that if Siemens
wanted to acquire HearUSA, Inc., it could do so at no
consideration to shareholders because of debts owed to Siemens by
HearUSA.  According to the complaint, after, Siemens was unable to
acquire HearUSA for less than its fair market value and after
HearUSA was driven into bankruptcy as a result of Siemens'
actions, Siemens eventually acquired HearUSA in August 2011 at its
market value prior to Siemens' public filings and as a result of
Siemens' actions, many investors had sold HearUSA stock in the
interim at significantly reduced prices.

If you choose to retain counsel, you may retain Brower Piven
without financial obligation or cost to you, or you may retain
other counsel of your choice.  You need take no action at this
time to be a member of the class.

                          About HearUSA Inc.

HearUSA, Inc., which sells hearing aids in 10 states, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No.
11-23341) on May 16, 2011, to sell the business for $80 million to
William Demant Holdings A/S.  The Debtor said that assets are
$65.6 million against debt of $64.7 million as of March 31, 2010.
HearUSA owes $31.3 million to Siemens Hearing Instruments Inc.,
the principal supplier and primary secured lender.

Judge Erik P. Kimball presides over the case.  Brian K. Gart,
Esq., Paul Steven Singerman, Esq., and Debi Evans Galler, Esq., at
Berger Singerman, P.A., represent the Debtor.  The Debtor has
tapped Bryan Cave LLP as special counsel; Sonenshine Partners LLC,
investment banker; Development Specialist Inc., restructuring
advisor ans Joseph J. Luzinski as chief restructuring officer; and
AlixPartners LLC, as communications consultant.  Trustee Services,
Inc., serves as claims and notice agent.

The Official Committee of Unsecured Creditors has been appointed
in the case.  Robert Paul Charbonneau, Esq., and Daniel L. Gold,
Esq., at Ehrenstein Charbonneau Calderin, represent the Creditors
Committee.

An Official Committee of Equity Security Holders has also been
appointed.   Mark D. Bloom, Esq., at Greenberg Traurig P.A., in
Miami, Fla., represents the Equity committee as counsel.

The U.S. Bankruptcy Court approved on Aug. 17, 2011, the sale of
substantially all of the assets of the Company to Audiology
Distribution, LLC, a wholly owed subsidiary of Siemens Hearing
Instruments, Inc., which submitted the highest and best bid for
the assets in the July 29, 2011 auction pursuant to 11 U.S.C.
Section 363.  The purchase price is estimated to be roughly $109
million and comprised of $66.8 million in cash plus certain
assumed liabilities -- which includes repayment or assumption of
the $10 million DIP financing provided by the stalking horse
bidder, William Demant Holdings A/S -- plus the payment of cure
costs for assumed contracts, and the assumption of various
liabilities of the company.

On Sept. 9, 2011, the sale closed.

In connection with the closing of the transactions contemplated by
the Asset Purchase Agreement, on Sept. 13, 2011, the Company filed
a Certificate of Amendment to its Restated Certificate of
Incorporation with the Delaware Secretary of State in order to
change its name to "HUSA Liquidating Corporation".  The
Certificate of Amendment was effective on the date of filing.


HIGHLANDS AT THE RIM: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Highlands at the Rim, LLC
        8560 E. Shea Blvd., #130
        Scottsdale, AZ 85260

Bankruptcy Case No.: 12-01474

Chapter 11 Petition Date: January 26, 2012

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Dennis M. Breen, III, Esq.
                  BREEN & OLSON, PLC
                  6818 N Oracle Rd., Suite 420
                  Tucson, AZ 85704-4261
                  Tel: (520) 742-0808
                  E-mail: dennis@botlawfirm.com

Scheduled Assets: $256,000

Scheduled Liabilities: $1,810,556

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/azb12-01474.pdf

The petition was signed by Gerald R. Palmer, authorized signer of
managing member, Payson Equities, LLC.


HOSTESS BRANDS: Creditors Says DIP Loan Triggers Liquidation
------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that unsecured
creditors are protesting Hostess Brands Inc.'s bid to access a $75
million bankruptcy loan, warning the deal would drive the company
toward "extinction."

The Debtors have said that the up to $75 million of secured DIP
term loan facility and access to cash collateral are necessary to
meet ongoing working capital and general business needs.

The initial DIP lenders are Silver Point, Monarch Alternative
Capital, LP, Gannett Peak CLO I, Ltd. and Credit Value Partners,
LP.

The DIP facility will mature within the first anniversary of the
closing date.

Milestones set by the DIP agreement include:

  * by no later than 14 days after the Petition Date, the
    Debtors must file a motion, pursuant to Section 1113 of
    the Bankruptcy Code with respect to the Debtors' collective
    bargaining agreements with the IBT and the BCT;

  * by no later than 45 days after the Petition Date, the
    Debtors must have prepared for approval bid procedures
    with respect to the possible sale of all or substantially
    all of the Debtors' assets pursuant to 111 U.S.C. Sec. 363;

  * by no later than July 13, 2012, the Debtors must obtain
    confirmation of a Chapter 11 plan; and

  * by no later than July 27, 2012, the plan will have become
    effective.

                       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.


HUDSON TREE: Lender Wants Plan Filed by March 31
------------------------------------------------
The Bankruptcy Court signed off on an agreed order between debtor
Hudson Tree Farm, Inc., and lender AgriLand, PCA, and AgriLand,
FLCA, authorizing the Debtor to use the lender's cash collateral
pursuant to a two-month budget through Feb. 29, 2012.

The agreed order requires the Debtor to file a plan of
reorganization and disclosure statement by March 31, 2012.

As adequate protection to the lender, the Debtor, among other
things, was required to pay AgriLand at least $20,000 by Jan. 20
and another $20,000 by Feb. 20.

As of the Petition Date, the Debtor owed the lender $2.5 million,
secured by the Debtor's assets.

On Dec. 8, 2011, the Debtor won interim authority to use the cash
collateral.  On Jan. 9, 2012, the Debtor and AgriLand entered into
an agreement modifying and conditioning the automatic stay.  That
agreement is subject to Court approval.

A copy of the Agreed Order is available at:

                   http://bankrupt.com/misc/HUDSON

                       About Hudson Tree Farm

Bonham, Texas-based Hudson Tree Farm, Inc., dba Kennedy Arbor, has
been engaged in the business of growing and selling trees.  The
company is formerly known as Hudson & Williams Investments, Inc.
Hudson Tree Farm filed for Chapter 11 bankruptcy (Bankr. E.D. Tex.
Case No. 11-43633) on Dec. 5, 2011.  Chief Judge Brenda T. Rhoades
oversees the case.  Bill F. Payne, Esq., at The Moore Law Firm,
LLP, serves as the Debtor's counsel.  In its schedules, the Debtor
disclosed assets of $11.7 million and liabilities of $2.6 million.
The petition was signed by Mark Hudson, president.

Lender AgriLand is represented by:

          Scott A. Ritcheson, Esq.
          RITCHESON,LAUFFER & VINCENT, P.C.
          821 Ese 323 Loop Ste 530
          Tyler, TX 75701-9779
          Tel: (903) 535-2900
          E-mail: scottr@rllawfirm.net


IMPERIAL PETROLEUM: CEO J. Ryer Leaves for "Personal Reasons"
-------------------------------------------------------------
Imperial Petroleum, Inc., announced that its Board of Directors
has accepted the resignation of its former CEO and President,
Mr. John Ryer, effective Jan. 26, 2012.  Mr. Ryer cited personal
reasons for his departure.  The Board has immediately begun a
search for a replacement and has a few potential candidates
already being reviewed.  Mr. Tim Jones, CFO of Imperial Petroleum
and President of e-biofuels, will act as interim-CEO and President
until a replacement has been appointed.

The Company announced that it has appointed Mr. Robert Willmann
as a new director.  Mr. Willmann is the owner and founder of State
Safety and Compliance in Indianapolis, IN.  As a successful
business owner of eleven years, Mr. Willmann has dealt with a
variety of organizational matters and management conditions
including vendor relations, marketing and finance.

In addition, Mr. Willmann has served as an advisor to one of the
country's larger privately held Maintenance, Repair and Operations
(MRO) and tooling companies for eight years.  Mr. Willmann is
married with three school aged children and a graduate of Indiana
State University.  He is active in many children's charities in
the Indianapolis area, including About Special Kids and Answers
for Autism of Indiana.

Mr. Willmann commented, "I am pleased to join the Board of
Directors at Imperial Petroleum and am looking forward to
immediately contributing to the Company.  I also consider it an
honor and a privilege to be involved with a Company with so much
growth potential."

                     About Imperial Petroleum

Headquartered in Evansville, Ind., Imperial Petroleum Inc.
(OTC BB: IPMN) operates as a diversified energy and mineral mining
company in the United States.  Its oil and natural gas properties
include the Coquille Bay field located in Plaqumines Parish,
Louisiana; the Haynesville field located in Claiborne and Webster
Parishes in north Louisiana; the Bastian Bay field located in
Plaquemines parish, Louisiana; LulingField located in Guadalupe
county, Texas; and the Shrewsbury field in Grayson County and the
Claymour field in Todd County, western Kentucky.

As reported by the TCR on June 24, 2011, the Company anticipates
its current working capital will not be sufficient to meet its
required capital expenditures and that the Company will be
required to either access additional borrowings from its lender or
access outside capital.  Currently the Company projects it will
require non-discretionary capital expenditures of approximately
US$500,000 in the next fiscal year to re-establish and maintain
economic levels of production at Coquille Bay.  Without access to
such capital for non-discretionary projects, the Company's
production may be significantly curtailed or shut in and
jeopardize its leases.

Weaver Martin & Samyn, LLC, in Kansas City Missouri, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered recurring losses from operations and is dependent
upon obtaining debt financing for funds to meet its cash
requirements.

The Company's balance sheet at Oct. 31, 2011, showed
$20.64 million in total assets, $20.02 million in total
liabilities and $617,446 in total stockholders' equity.


IMPERIAL SUGAR: Faces Liquidity Crunch, Works to Sell Assets
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Imperial Sugar Co.'s annual
financial report highlights a severe liquidity crunch and includes
the company's first going-concern warning as it attempts to
rebuild its business after a 2008 fire at one of its sugar
refining plants.

                      About Imperial Sugar

Sugar Land, Tex.-based Imperial Sugar Company (NASDAQ: IPSU)
-- http://www.imperialsugar.com/-- is one of the largest
processors and marketers of refined sugar in the United States to
food manufacturers, retail grocers and foodservice distributors.
The Company markets products nationally under the Imperial(R),
Dixie Crystals(R) and Holly(R) brands.

Imperial Sugar Company filed on Jan. 6, 2012, its annual report on
Form 10-K for the fiscal year ended Sept. 30, 2010.  Deloitte &
Touche LLP, in Houston, Texas, expressed substantial doubt about
Imperial Sugar's ability to continue as a going concern.  The
independent auditors noted that the Company's operating losses,
pension plan contributions and capital expenditures have consumed
a significant amount of the Company's liquidity.  "As a result,
the Company could trigger the applicability of the financial
covenants and other restrictions under the credit agreement for
which it will need to seek a waiver from its lenders in order to
avoid an event of default under the credit agreement."

The Company reported a net loss of $53.4 million on $848.0 million
of net sales for fiscal 2011, compared with net income of
$136.9 million on $908.0 million of net sales for fiscal 2010.

Fiscal 2010 includes $278.5 million of insurance recoveries and
$33.2 million of gains on derivative contracts intended to hedge
2011 raw sugar costs.

The Company's balance sheet at Sept. 30, 2011, showed
$490.4 million in total assets, $329.0 million in total
liabilities, and stockholders' equity of $161.4 million.


INNER CITY: Parent Sues Lenders to Shield IP Assets
---------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that the non-debtor
parent company of Inner City Media Corp. sued Inner City's senior
lenders Friday in New York in an effort to protect 13 trademarks
allegedly linked to a loan on which Inner City now owes about $250
million.

Law360 relates that parent company Inner City Broadcasting Corp.
says it owns the trademarks and is seeking a court ruling finding
that the intellectual property isn't pledged to the lenders as
part of their 2004 credit agreements.

                    About Inner City Media Corp.

On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress
Credit Funding I L.P., and Drawbridge Special Opportunities Fund
Ltd., signed involuntary Chapter 11 petitions for Inner City Media
Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to
11-13979) to collect on a $254 million debt.

The Petitioning Creditors are party to the senior secured credit
Facility pursuant to which they (or their predecessors in
interest) extended $197 million in loans to the Alleged Debtors to
be used for general corporate purposes.  More than two years ago,
the Alleged Debtors defaulted under the Senior Secured Credit
Facility, and in any event the entire amount of principal and
accrued and unpaid interest and fees became immediately due and
payable on Feb. 13, 2010.

Inner City Media's affiliates subject to the involuntary Chapter
11 are ICBC Broadcast Holdings, Inc., Inner-City Broadcasting
Corporation of Berkeley, ICBC Broadcast Holdings-CA, Inc., ICBC-
NY, L.L.C., ICBC Broadcast Holdings-NY, Inc., Urban Radio, L.L.C.,
Urban Radio I, L.L.C., Urban Radio II, L.L.C., Urban Radio III,
L.L.C., Urban Radio IV, L.L.C., Urban Radio of Mississippi,
L.L.C., and Urban Radio of South Carolina, L.L.C.

Judge Shelley C. Chapman granted each of Inner City Media
Corporation and its debtor affiliates relief under Chapter 11 of
the United States Code.  The decision came after considering the
involuntary petitions, and the Debtors' answer to involuntary
petitions and consent to entry of order for relief and reservation
of rights.

Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and
Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J.
Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader,
Wickersham & Taft LLP.  Attorneys for CF ICBC LLC, Fortress Credit
Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are
Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth &
Zabel LLP.

Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel.

Rothschild Inc. serves as the Debtors' financial advisors and
investment bankers.  GCG Inc. serves as the Debtors' claims agent.

The United States Trustee said that an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
Inner City Media because an insufficient number of persons holding
unsecured claims against the Debtor has expressed interest in
serving on a committee.


INNER CITY: Parent is Suing its Subsidiary in Trademark Dispute
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that lenders, including funds
managed by billionaire Ron Burkle's Yucaipa Cos., are seeking to
protect 13 trademarks from being counted as collateral for a loan
that has ballooned to $250 million.

                         About Inner City

On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress
Credit Funding I L.P., and Drawbridge Special Opportunities Fund
Ltd., signed involuntary Chapter 11 petitions for Inner City Media
Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to
11-13979) to collect on a $254 million debt.

The Petitioning Creditors are party to the senior secured credit
Facility pursuant to which they (or their predecessors in
interest) extended $197 million in loans to the Alleged Debtors to
be used for general corporate purposes.  More than two years ago,
the Alleged Debtors defaulted under the Senior Secured Credit
Facility, and in any event the entire amount of principal and
accrued and unpaid interest and fees became immediately due and
payable on Feb. 13, 2010.

Inner City Media's affiliates subject to the involuntary Chapter
11 are ICBC Broadcast Holdings, Inc., Inner-City Broadcasting
Corporation of Berkeley, ICBC Broadcast Holdings-CA, Inc., ICBC-
NY, L.L.C., ICBC Broadcast Holdings-NY, Inc., Urban Radio, L.L.C.,
Urban Radio I, L.L.C., Urban Radio II, L.L.C., Urban Radio III,
L.L.C., Urban Radio IV, L.L.C., Urban Radio of Mississippi,
L.L.C., and Urban Radio of South Carolina, L.L.C.

Judge Shelley C. Chapman granted each of Inner City Media
Corporation and its debtor affiliates relief under Chapter 11 of
the United States Code.  The decision came after considering the
involuntary petitions, and the Debtors' answer to involuntary
petitions and consent to entry of order for relief and reservation
of rights.

Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and
Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J.
Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader,
Wickersham & Taft LLP.  Attorneys for CF ICBC LLC, Fortress Credit
Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are
Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth &
Zabel LLP.

Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel.

Rothschild Inc. serves as the Debtors' financial advisors and
investment bankers.  GCG Inc. serves as the Debtors' claims agent.

The United States Trustee said that an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
Inner City Media because an insufficient number of persons holding
unsecured claims against the Debtor has expressed interest in
serving on a committee.


INOVA TECHNOLOGY: Three Directors Elected at Annual Meeting
-----------------------------------------------------------
Inova Technology, Inc., held its Annual Meeting of Stockholders on
Jan. 3, 2012, for which the Board of Directors solicited proxies.
At the Annual Meeting, the stockholders voted on the election of
Adam Radly, Paul Aunger and Alex Lightman to the Board for a 3
year term.  Stockholder also voted on an amendment to increase the
authorized shares from 150,000,000 to 500,000,000.

                       About Inova Technology

Based in Las Vegas, Nevada, Inova Technology, Inc. (OTC BB: INVA)
-- http://www.inovatechnology.com/-- through its subsidiaries,
provides information technology (IT) consulting services in the
United States.  It also manufactures radio frequency
identification (RFID) equipment; and provides computer network
solutions.  The company was formerly known as Edgetech Services
Inc. and changed its name to Inova Technology, Inc., in 2007.

The Company reported a net loss of $3.35 million on $22.12 million
of revenue for the year ended April 30, 2011, compared with a net
loss of $7.06 million on $21.03 million of revenue during the
prior year.

The Company reported net income of $170,635 on $10.70 million of
revenue for the six months ended Oct. 31, 2011, compared with net
income of $1.79 million on $12.67 million of revenue for the same
period a year ago.

The Company's balance sheet at Oct. 31, 2011, showed $7.90 million
in total assets, $17.85 million in total liabilities and a $9.95
million total stockholders' deficit.

MaloneyBailey LLP, in Houston, Texas, noted that the Company
incurred losses from operations for fiscal 2011 and 2010 and has a
working capital deficit as of April 30, 2011.  According to the
independent auditors, these factors raise substantial doubt about
Inova's ability to continue as a going concern.


INTERNATIONAL ENERGY: Case Converted to Chapter 7
-------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Iowa has
converted International Energy Holdings Corp.'s Chapter 11
bankruptcy case to one under Chapter 7, and directed the Debtor to
file documents, including a schedule of unpaid debts incurred
after the commencement of the Chapter 11 case; a supplemental
matrix conforming to the Local Rules listing only the names and
addresses of the entities listed in the "schedule of unpaid
debts"; and a statement of intention with respect to retention or
surrender of property securing consumer debts.

Next Phase LLC requested for the conversion of the Debtors' cases,
saying the Debtor continued to borrow additional funds and has
failed to adequately service and maintain the property; there is
substantial or continuing loss to or diminish of the estate and
the absence of any reasonable likelihood of rehabilitation; and
the Debtor has filed an amended Plan but it does not appear to be
confirmable and in all likelihood, it will not be confirmed.

                    About International Energy

Tampa, Florida-based International Energy Holdings Corp. -- fka
International CRO Holdings Corp.; The Cornerstone Brad, LLC; and
Bison Renewable Energy, LLC -- filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 11-05547) on March 28, 2011.
On July 6, 2011, the Court for the Middle District of Florida
transferred the venue of the case to Northern District of Iowa
(Bankr. N.D. Iowa Case No. 11-01593).  Richard J. McIntyre, Esq.,
at McIntyre, Panzarella, Thanasides & Eleff, serves as the
Debtor's bankruptcy counsel.  The Debtor disclosed $13,154,805 in
assets and $15,862,937 in liabilities as of the Chapter 11 filing.

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

The Debtor has filed a Plan of Reorganization that seeks to
effectuate the restructuring of the Debtor's capital structure to
strengthen the balance sheet by reducing its overall indebtedness.
Under the Plan, allowed claims in Class 1 Secured Tax Claims,
Class 2 HCI Construction Secured Claim, Class 3 The Next Phase LLC
Secured Claim and Class 4 All Other Secured Claims will be paid
30% over 6 years with simple interest of 5.25% starting Jan. 31,
2013.  Allowed claims in Class 5 Green Capital LLC Unsecured Claim
and Class 6 General Unsecured Claims will be paid 15% of the
Allowed Claim over 6 years starting from Jan. 31, 2013.  Class 7
Equity Interests will be reinstated.


IRA WOOD: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Ira Wood & Sons, Inc.
        3021 Harbor Road
        Owensboro, KY 42301

Bankruptcy Case No.: 12-40112

Chapter 11 Petition Date: January 30, 2012

Court: United States Bankruptcy Court
       Western District of Kentucky (Owensboro)

Debtor's Counsel: Russ Wilkey, Esq.
                  WILKEY & WILSON, P.S.C.
                  111 W. Second Street
                  Owensboro, KY 42303
                  Tel: (270) 685-6000
                  Fax: (270) 683 2229
                  E-mail: dcwilkey@wilkeylaw.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/kywb12-40112.pdf

The petition was signed by Phillip Wood, president.


JARDEN CORP: Moody's Assigns 'Ba1' Senior Secured Credit Facility
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Jarden's
proposed $250 million senior secured credit facility ($125 million
term loan A and $125 million term loan B). At the same time,
Moody's affirmed all of Jarden's other ratings (Ba3 CFR and PDR,
Ba1 term loans A and B, Ba3 senior unsecured notes, B2 senior
subordinated notes and SGL 1 liquidity rating). The outlook
remains stable.

Ratings affirmed/assessments revised:

Corporate family rating at Ba3;

Probability of default rating at Ba3;

Term Loan A due March 2016 at Ba1 (LGD 2, 22% from 18%);

Term Loan B due March 2018 at Ba1 (LGD 2, 22% from 18%);

$250 million revolving credit facility due March 2016 at Ba1 (LGD
2, 22% from 18%);

$300 million senior unsecured notes at Ba3 (LGD4, 59% from 51%);

$293 million senior unsecured notes at Ba3 (LGD 4, 59% from 51%);

$650 million senior subordinated notes to B2 (LGD5, 85% from 83%);

$472 million senior subordinated notes to B2 (LGD5, 85% from 83%);
and

Speculative grade liquidity rating at SGL 1

Moody's subscribers can find further details in the Jarden Credit
Opinion published on Moodys.com.

RATING RATIONALE

Proceeds from the new term loans and cash will be used to finance
a $500 million accelerated share repurchase program through a
tender offer announced last week. "This transaction will
temporarily weaken credit metrics with adjusted debt/EBITDA
increasing by about a half turn to just over 5 times from around
4.5 times," said Kevin Cassidy, Senior Credit Officer at Moody's
Investors Service. "Credit metrics are, however, expected to
return to close to current levels over the next 12-18 months
because of expected earnings growth combined with repaying the
$100 million of subordinated notes due in March 2012," he noted.

The company also announced that its board has decided to suspend
the common stock dividend program following the January 2012
payment, which will more than offset the interest cost associated
with the debt funding for the proposed share repurchase.

The Ba3 Corporate Family Rating reflects the company's significant
and increasing scale, its leading market position in various niche
branded consumer products, diverse product portfolio, broad and
expanding geographic diversification, and its strong liquidity
profile. The Corporate Family Rating also reflects the acquisitive
nature of the company and its propensity to increase shareholder
returns despite having relatively high financial leverage at
around 5 times. The rating is constrained by the continued
uncertainty in discretionary consumer spending, especially for low
and middle income consumers, high raw material prices and global
macro-economic concerns such as the sovereign debt crisis in
Europe. The rating is also limited by Jarden's relatively high
exposure to Europe where less than 20% of revenue is generated.

The stable outlook reflects Moody's view that Jarden will grow
organically between 3-5% in the near to mid-term while maintaining
EBITA margins of around 9% or better (currently 9.8%). The outlook
also reflects Moody's assumption that the economic stresses in
Europe will not materially impact Jarden's international
businesses.

Another debt financed shareholder move in 2012 could lead to a
downgrade or at least a negative outlook. A material debt funded
acquisition or an unexpected significant shock to the economy
combined with the following credit metrics could also prompt a
downgrade: 1) financial leverage sustained around 5.5 times, 2)
mid single digit operating margins, or 3) low single digit free
cash flow/adjusted debt.

An upgrade could occur if Jarden moderates its shareholder
oriented strategy and its credit metrics significantly improve
from their current levels. For example, debt/EBITDA (currently
over 5 times proforma assuming $400 million is issued from the add
on) would need to be sustained below 4 times and EBITA margins
(currently under 10%), would need to be in the double digits.

The principal methodology used in rating Jarden was Moody's Global
Consumer Durables rating methodology published in October 2010.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Jarden Corporation is a manufacturer and distributor of niche
consumer products used in and around the home. The company's
primary segment include Consumer Solutions (which distributes
kitchen appliances, and home vacuum packaging systems), Branded
Consumables (which distributes playing cards, arts and crafts,
plastic cutlery and firelogs), and Outdoor solutions (which
distributes a variety of outdoor leisure products under the K2,
PureFishing, Coleman and Campingaz brands). The company reported
net sales of approximately $6.6 billion for the twelve months
ended September 30, 2011.


JBS USA: Fitch Assigns 'BB-' Rating to $400-Mil. Unsec. Notes
-------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to the proposed
US$400 million unsecured notes due in 2020, to be jointly issued
by JBS USA, LLC, and JBS USA Finance, Inc.  The notes will be
guaranteed by JBS S.A. (JBS), JBS Hungary Holdings, JBS USA
Holdings, along with each of the issuers' wholly-owned U.S.
restricted subsidiaries, subject to certain exceptions.

The proceeds from the bonds issuance will be used by JBS, the
Brazilian company, to repay its short and medium-term debt and for
general corporate purposes.  JBS USA and JBS USA Finance will
transfer the proceeds of the issuance to JBS through intercompany
loans.

In conjunction with this rating action, Fitch has assigned 'BB-'
local currency (LC) and foreign currency (FC) Issuer Default
Ratings (IDRs) to JBS USA Finance with a Stable Rating Outlook.
JBS USA Finance's FC and LC IDRs are linked to of the same ratings
for JBS in accordance with Fitch's parent-subsidiary rating
methodology.

JBS' credit ratings reflect its strong business profile as the
world's largest beef and lamb producer and second largest chicken
producer.  Further factored into JBS' ratings are the company's
geographic and product diversity, which partially mitigates the
risks of trade barriers and animal diseases.  JBS' risk profile is
above average due to cyclical risks associated with the meat
business and the company's aggressive attitude toward growth
through acquisitions.  While the company's credit profile should
benefit from the continued integrations and turnaround of recent
acquisitions, Fitch expects that JBS' cash flows and margins will
continue to be pressured by high cattle prices and elevated grain
prices.

Geographic and Product Diversity Enhances JBS' Business Profile:

The company's business profile has been strengthened over the last
years through several acquisitions in Brazil and abroad.
Geographic and product diversification are important in the
industry to mitigate risks related to disease, the imposition of
sanitary restrictions by governments, market concentrations, as
well as tariffs or quota applied regionally by some importing
blocs or countries.  JBS has plants in 12 Brazilian states and is
the most geographically diversified player within this industry in
Brazil.  The company also has operations in the United States,
Mexico, Argentina, Paraguay, Uruguay, Italy, and Australia.

Deterioration of Operational Performance Pressures JBS' Credit
Quality:

During the nine first months of 2011, JBS' operational performance
was weaker that Fitch's initial expectation, which is likely to
pressure the company's credit quality. In September LTM, JBS'
EBITDA sharply deteriorated to BRL3.1 billion, from BRL3.5 billion
in 2010, contrary to Fitch's belief that the company's cash
generation would expand during the year.  The negative earnings
were led by the underperformance of poultry businesses in the USA,
strongly affected by increasing prices of grains, weak demand for
meal in the U.S. and the decline in poultry product prices.  As a
result, JBS' EBITDA margin declined to 5.3%, in September 2011
LTM, from 6.4% in 2010.

JBS has the challenge to improve its overall performance by
reducing costs of the poultry business, by closing plants in order
to improve the segment's capacity utilization and the capture of
synergies between the other operational plants.  The search for a
product mix of higher value-added can also help improve the
segment's results. Fitch will review JBS' ratings over the next
several months. Continued underperformance during the next two
quarters, compared with those that Fitch initially anticipated,
could lead to a rating downgrade.

Leveraged Capital Structure

JBS' capital structure continues to be leveraged and has sharply
deteriorated during the last 12 months ended in September 2011.
The strong working capital needs have resulted in rising debt
levels, which combined with a decline in EBITDA generation in the
period, resulted total debt/EBITDA ratio and net debt/EBITDA ratio
of 6.3 times (x) and 4.4x, respectively, compared with 4.5x and
3.3x, in 2010.  These figures differ materially from Fitch's
initial expectation of 3.0x net leverage for the end of 2011,
which could pressure JBS' ratings.

Negative Free Cash Flow; Liquidity and Debt Amortization Profile
Manageable:

JBS' strong expansion over the last years has led to high working
capital needs that, combined with capital investments, have
resulted in negative free cash flow (FCF) in the previous years.
In September 2011, FCF was negative BRL788 million, largely due to
about BRL1.2 billion of working capital requirements and BRL1.2 of
capex.  The weak operational cash flow generation during 2011 is
likely to lead FCF to continue to be negative by the end of the
year, which will not permit JBS to reduce its debt level.

Positively, JBS' continues to present adequate financial
flexibility, maturity profile and liquidity.  The company has been
successful on issuing long-term debt in order to lengthen its debt
amortization profile. Liquidity is further supported by BRL5.6
billion of cash and marketable securities as of Sept. 30, 2011,
compared with BRL.5.4 billion of short-term debt (or 28% of the
total debt).  The USD1,550 million in revolving credit lines at
JBS USA and Pilgrim's Pride also enhances JBS' liquidity and
mitigates refinancing risk.

Key Rating Drivers:

Rating improvement is not likely to occur as the company has great
challenges to increase its cash generation capacity and improve
the credit metrics.  A rating downgrade could be triggered by the
continued deterioration of the company's operating performance, or
a large dilutive debt financed acquisition.  Continued negative
free cash flow (defined as cash flow from operations less capex
and dividends) could also result in a negative rating action.

Fitch currently rates JBS and other companies of the group as
follows:

JBS:

  -- Foreign currency IDR at 'BB-';
  -- Local currency IDR at 'BB-';
  -- Notes due 2016 at 'BB-';
  -- National scale rating at 'A-(bra)'.

JBS USA:

  -- Foreign currency IDR at 'BB-';
  -- Local currency IDR at 'BB-';
  -- Term Loan B facility due in 2018 at 'BB'.

JBS USA jointly with JBS USA Finance:

  -- Notes due 2014 at 'BB-';
  -- Notes due 2021 at 'BB-'.

JBS Finance II Ltd:

  -- Foreign currency Issuer Default Rating (IDR) at 'BB-';
  -- Local currency IDR at 'BB-';
  -- Notes due 2018 at 'BB-'.

The Rating Outlook for JBS, JBS USA and JBS Finance II Ltd is
Stable.


JEFFERSON COUNTY: Union Seeks to Move Forward With Lawsuit
----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the union
representing employees of the Jefferson County sheriff's
department wants to break the bankruptcy court's lawsuit freeze so
it can continue its dispute over a money-saving policy change that
scrapped pay raises for some sheriff's department workers.

                    About Jefferson County

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

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

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

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

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

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

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.


KAUFMAN BROS.: Ceases Operations Amid Low Volume
------------------------------------------------
Dow Jones' DBR Small Cap reports that Kaufman Bros. LP, a small
securities firm, has shut its doors as low trading volume and low
volatility wreak havoc in the industry.  Kaufman Bros. LP, an
investment-banking and securities firm focused on the technology,
media, and telecommunications and health-care sectors, ceased
operations on Monday, according to a notice on its website. No
other information was provided.

Kaufman has joined the ranks of small Wall Street firms to close
this year.  Firms that have closed this year include Ticonderoga
Securities LLC and WJB Capital Group Inc.


LEXINGTON ROAD: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Lexington Road Properties, Inc.
        fka Douglas Battery Manufacturing Company
        500 Battery Drive
        Winston-Salem, NC 27107

Bankruptcy Case No.: 12-50121

Chapter 11 Petition Date: January 27, 2012

Court: United States Bankruptcy Court
       Middle District of North Carolina (Winston-Salem)

Debtor's Counsel: William B. Sullivan, Esq.
                  WOMBLE CARLVLE SANDRIDQE & RICE. LLP
                  One W. Fourth St.
                  Winston-Salem, NC 27101
                  Tel: (336) 721-3600
                  E-mail: bankruptcy@wcsr.com

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

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

A copy of the list of 14 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ncmb12-50121.pdf

The petition was signed by Charles T. Douglas, president and chief
executive officer.


LI-ON MOTORS: FINRA OKs 1:5 Reverse Split of Common Stock
---------------------------------------------------------
Li-on Motors Corp.'s Board of Directors approved the filing with
the Secretary of State of Nevada a Certificate of Change that
effected a 1:5 reverse split in the Company's outstanding common
stock and a reduction of the Company's authorized common stock in
the same 1:5 ratio, from 300,000,000 shares authorized to
60,000,000 authorized shares, such action to be effective upon
approval for trading purposes by the Financial Industry Regulatory
Authority (FINRA).  This corporate action for the change in
authorized and outstanding stock was permitted to be taken by the
Company's Board of Directors without stockholder approval under
Nevada NRS 78.207.

The 1:5 reverse split with the concurrent reduction of the
Company's authorized common stock in the same ratio was approved
by FINRA.

                         About Li-On Motors

Las Vegas, Nev.-based Li-ion Motors Corp. was incorporated under
the laws of the State of Nevada in April 2000.  The Company is
currently pursuing the development and marketing of electric
powered vehicles and products based on the advanced lithium
battery technology it has developed.

Madsen & Associates, CPA's Inc., Murray, Utah, expressed
substantial doubt about Li-on Motors' ability to continue as a
going concern.  The independent auditors noted that the Company
did not have any revenue from vehicle sales in 2011, does not have
cash flows to support its current operations and needs reserve to
cover expenses in future periods as the Company continues to incur
losses from operations.

The Progressive Insurance Automotive X-Prize, competition was
announced in April 2008 as a way to spur the development of clean,
high-mileage vehicles, and is funded for a total of $10 million,
which will be divided among three separate categories.  The
Company was the winner in its entry class.  On Oct. 27, 2010, the
Company received net proceeds of approximately $2.30 million from
X-Prize and was recorded as other income in the Company's
consolidated statement of operations for the year ended July 31,
2011.

The Company's balance sheet at Oct. 31, 2011, showed $4.46 million
in total assets, $4.69 million in total liabilities and a $230,618
total stockholders' deficiency.


LOS ANGELES DODGERS: 10 Groups Move on to 2nd Round of Bidding
--------------------------------------------------------------
The Wall Street Journal's Matthew Futterman reports that the Los
Angeles Dodgers' financial advisers have completed the first round
of bidding for the team.  According to the Journal, people
familiar with the process said Friday last week that bankers at
Blackstone Group had approved about 10 groups of bidders who will
be asked to participate in a second round of offers.

According to the report, the bidders who made the second round
include:

     * hedge-fund manager Steven Cohen,

     * a group led by cable investor Leo Hindery and New York
       financier Marc Utay,

     * one that includes former Los Angeles Laker Magic Johnson
       and former baseball executive Stan Kasten, and

     * another led by California developer Rick Caruso and
       former Dodgers manager Joe Torre.

The Los Angeles Times reported that St. Louis Rams owner Stan
Kroenke made it to the second round of bidding.

The Associated Press says Magic Johnson's group includes Mark
Walter, chief executive officer of the Guggenheim Partners
financial services firm.

The AP relates Dodgers owner Frank McCourt's agreement with Major
League Baseball calls for him to forward up to 10 bidders to MLB
for background checks, which cost each group $25,000 to cover
baseball's costs.

"The preliminary round of bidding has underscored the robust
nature of the sales process, the significant purchase opportunity
which the Dodgers represent, and the enormous value that the sale
of the Dodgers, including their media assets, will generate," the
Dodgers said in a statement.

Dallas Mavericks owner Mark Cuban, who had expressed interest, is
out of the second round.  According to Yahoo! Sports, Mr. Cuban
told Access Hollywood Live's Billy Bush and Kit Hoover on Monday,
"It just didn't work out. I wanted to buy a baseball team; they
were selling a media rights deal."

"The economics got so out of control because the Dodgers' TV
deal's up for bid and so there's a lot of groups coming in going,
'This TV deal's worth so much money that we're gonna pay whatever
it takes to get the Dodgers.' And so they're buying the TV rights
deal first and the team second," Mr. Cuban said.

According to the Journal, the Dodgers received multiple bids of
more than $1 billion, which would set a record for a baseball
franchise.

The sale is subject to Bankruptcy Court approval.  The report
notes Major League Baseball plans to vet all bidders that will
continue to the second round.

The Dodgers are hoping to complete the sale by April 30.  WSJ
notes Mr. McCourt is divorcing his estranged wife, Jamie, and must
make a payment of $131 million to her by May 1.

                    About Los Angeles Dodgers

Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a
professional Major League Baseball club in the Los Angeles
metropolitan area.  Frank McCourt, a Boston real-estate developer
who unsuccessfully bid for the Boston Red Sox, bought the Dodgers
from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for
$330 million.  Mr. McCourt also bought the Dodgers Stadium from
Fox for $100 million.

Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr.
D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for
June 30 and July 1.  Fox Sports has exclusive cable television
rights for Dodgers games until the end of 2013 baseball season.

Chapter 11 filings were also made for LA Real Estate LLC, an
affiliated entity which owns Dodger Stadium, and three other
related holding companies.

The petition estimates assets of up to $500 million and debts of
up to $1 billion.  In its schedules, the LA Dodgers baseball club
disclosed $77,963,734 in assets and $4,695,702 in liabilities.  LA
Real Estate LLC disclosed $161,761,883 in assets and $0 in
liabilities.

According to Forbes, the team is worth about $800 million, making
it the third most valuable baseball team after the New York
Yankees and the Boston Red Sox.

Judge Kevin Gross presides over the case.  Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.  Public relations specialist Kekst and
Company has been hired for crisis support.  Covington & Burling
LLP serves as special counsel.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped Lazard Freres & Co. as financial
adviser and investment banker, and Morrison & Foerster LLP and
Pinckney, Harris & Weidinger, LLC as counsel.

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection.

The reorganization is being financed with a $150 million unsecured
loan from the Commissioner of Major League Baseball.  The loan
gives the Commissioner few of the controls lenders often demanded
from bankrupt companies.


M&M PRECAST: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: M&M Precast, Inc.
        P.O. Box 562
        North East, MD 21901

Bankruptcy Case No.: 12-11501

Chapter 11 Petition Date: January 30, 2012

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Robert A. Gordon

Debtor's Counsel: Curtis C. Coon, Esq.
                  COON & COLE, LLC
                  Suite 501
                  401 Washington Avenue
                  Towson, MD 21204
                  Tel: (410) 244-8800
                  Fax: (410) 244-8801
                  E-mail: cccoon@ccclaw.net

Scheduled Assets: $1,102,350

Scheduled Liabilities: $1,325,593

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mdb12-11501.pdf

The petition was signed by Bonnie A. McNeal, president.


MATERIALS SCIENCE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Materials Science Technology Inc.
        222 N Tranquil Path Drive
        Spring, TX 77380

Bankruptcy Case No.: 12-30546

Chapter 11 Petition Date: January 26, 2012

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Marc Douglas Myers, Esq.
                  ADAIR & MYERS PLLC
                  3120 Southwest Fwy, Suite 320
                  Houston, TX 77098
                  Tel: (713) 522-2270
                  Fax: (713) 522-3322
                  E-mail: mm@am-law.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txsb12-30546.pdf

The petition was signed by Mark Camstra, board secretary.


MEDIACOM LLC: S&P Assigns 'B-' Rating on $200-Mil. Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue-level
rating and '6' recovery rating to Mediacom LLC's proposed $200
million of senior unsecured notes due 2022. "The '6' recovery
rating indicates our expectations for negligible (0%-10%) recovery
in the event of a payment default. Mediacom LLC is a subsidiary of
Middletown, N.Y.-based cable TV system operator Mediacom
Communications Corp. (Mediacom). The company intends to use the
proceeds from this note, along with borrowings under its LLC
revolving credit facility, to repay its term loan D due 2017
(about $294 million outstanding as of Sept. 30, 2011). We will
withdraw the ratings on the term loan D when the transaction
closes. All other ratings on Mediacom, including the 'B+'
corporate credit rating, remain unchanged," S&P said.

"The ratings on Mediacom reflect a 'highly leveraged' financial
profile, along with what we consider a 'fair' business risk
profile. Our fair business risk assessment incorporates a mature
core video business with modest revenue growth prospects; below-
industry-average video, high-speed data (HSD), and telephony
penetration; and competitive pressures on both the video customer
base from direct-to-home satellite TV providers and HSD customers
from telephone companies," S&P said.

"Our rating also recognizes the longer term uncertainty of the
impact of the over-the-top operators, such as Hulu and Netflix, on
the video distribution model. Partly tempering these factors are
the company's position as the leading provider of pay-TV services
in its markets and expectations for limited video competition from
the local telephone operators. On a consolidated basis, Mediacom,
which serves about 1.1 million basic video subscribers, has $3.6
billion of outstanding debt," S&P said.

Ratings List

Mediacom Communications Corp.
Corporate Credit Rating           B+/Stable/--

New Ratings

Mediacom LLC
Senior Unsecured
  $200 mil notes due 2022          B-
   Recovery Rating                 6


MGT CAPITAL: NYSE AMEX Accepts Plan of Compliance
-------------------------------------------------
MGT Capital Investments, Inc. received notice from the staff of
the NYSE Amex LLC  that the Exchange had accepted the Company's
plan of compliance with respect to previously disclosed non-
compliance with Section 704 of the listing standards of the
Exchange's Company Guide, for failure to hold an annual meeting of
its stockholders during 2011 for the fiscal year ended Dec. 31,
2010.  The Exchange accepted the Company's Plan with a targeted
date of July 3, 2012 to regain compliance with the continued
listing standards.  The Company will be subject to periodic review
by Exchange staff during the extension period.  Failure to make
progress consistent with the Plan or to regain compliance with the
continued listing standards by the end of the extension period
could result in the Company being delisted from the NYSE AMEX LLC.

MGT Capital Investments, Inc. is a holding company comprised of
MGT, the parent company, and its wholly-owned subsidiary MGT
Capital Investments (U.K.) Limited.  In addition we also have a
controlling interest in our subsidiary, Medicsight Ltd, including
its wholly owned subsidiaries.


MILK HOLDING: S&P Assigns 'B' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Eden Prairie, Minn.-based Milk Holding Corp.
(Holdings) and Milk Specialties Co., a manufacturer of nutritional
ingredients used in sports nutrition, health and wellness, and
animal nutrition products. The outlook is stable. "For analytical
purposes, we view Holdings and Milk Specialties Co. (the operating
subsidiary) as one economic entity," S&P said.

"At the same time, we assigned our 'B+' issue-level ratings to the
company's $35 million revolving credit facility due 2016 and $125
million first-lien term loan due 2017. The recovery rating is '2',
indicating our expectation for substantial (70% to 90%) recovery
in the event of a payment default. In addition, we assigned our
'CCC+' issue-level rating to the company's $60 million second-lien
term loan due 2018. The recovery rating is '6', indicating our
expectation for negligible (0% to 10%) recovery in the event of a
payment default," S&P said.

"The rating reflects our view of the company's high debt leverage,
narrow focus on whey-based products and significant reliance of
whey supply, and adequate liquidity," said Standard & Poor's
credit analyst Bea Chiem.

"We understand net proceeds from the financing along with an
equity contribution from the financial sponsor and management were
used for the purchase of the company by HM Capital Partners, to
refinance the company's existing debt outstanding, and to cover
fees, expenses, and a capital expenditure reimbursement to the
company," S&P said.


MOHEGAN TRIBAL: S&P Assigns 'B-' Rating to Credit Facility
----------------------------------------------------------
Standard & Poor's Ratings Services assigned Uncasville, Conn.-
based Mohegan Tribal Gaming Authority's (MTGA) planned new bank
facility, comprising a $200 million revolving credit facility and
a $275 million term loan both due March 31, 2015, its preliminary
'B-' issue-level rating. "In addition, we assigned MTGA's planned
$225 million first-lien second-out term loan our preliminary
'CCC+' issue-level rating," S&P said.

"Standard & Poor's does not assign recovery ratings to Native
American debt issues, as there are sufficient uncertainties
surrounding the exercise of creditor rights against a sovereign
nation. These include (1) whether the U.S. Bankruptcy Code would
apply, (2) whether a U.S. court would ultimately be the
appropriate venue to settle such a matter, and (3) to what extent
a creditor would be able to enforce any judgment against the
sovereign nation. The notching of our issue-level ratings from our
issuer credit rating on a given Native American issuer reflects
the relative position of each security in the capital structure,
incorporating the amount of higher ranking debt ahead of
each issue. We believe first-lien lenders receive meaningful
collateral value from Mohegan Sun at Pocono Downs, which is a
commercial casino not located on Tribal land," S&P said.

"On Jan. 25, 2012, we lowered our issuer credit rating on MTGA to
'CC' and lowered various issue-level ratings on the company's debt
issues, in accordance with our exchange offer criteria. The
ratings remain on CreditWatch with negative implications. The
rating actions followed the company's announcement of a
comprehensive refinancing plan, including a series of exchange
offers related to all its outstanding notes, as well as a plan to
amend and extend its bank credit facility and issue new first-lien
debt. It is our view that the exchange offers and the extension of
MTGA's bank facility are a de facto restructuring and, thus, are
tantamount to a default according to our criteria. Upon
consummation of the proposed transaction, which is subject to
varying minimum thresholds of acceptance, we would lower all
issue-level ratings, except for the second-lien notes and priority
distribution bonds, to 'D', and the issuer credit rating to 'SD'
(selective default). As soon as is possible thereafter, we will
reassess MTGA's capital structure and assign new ratings based on
the amount of notes successfully tendered," S&P said.

"It is our preliminary expectation that, in the event the exchange
succeeds, the issuer credit rating would likely be 'B-' following
the consummation of the exchange transactions. We recognize that
although the current proposed exchange would not be a deleveraging
event, the post-exchange capital structure could eliminate, or at
least substantially reduce, MTGA's debt maturities over the next
few years. However, MTGA will still be highly leveraged, and our
measure of its post-exchange interest coverage ratio will be weak,
likely around 1.5x. In addition, MTGA faces meaningful changes in
its competitive landscape over the intermediate term, which would
pressure MTGA's cash flow. These include the addition of resort
casinos in Massachusetts that were approved in late 2011 (although
we do not expect any to open before 2015) and the possibility of
full-scale casinos in New York as recently proposed by the state's
governor," S&P said.

Ratings List

Mohegan Tribal Gaming Authority
Issuer Credit Rating                      CC/Watch Neg/--

New Rating

Mohegan Tribal Gaming Authority
$200M revolv credit fac due 2015          B-(prelim)
$275M term loan due 2015                  B-(prelim)
$225M first-lien second-out term loan     CCC+(prelim)


MORTGAGE GUARANTY: Moody's Cuts Sr. Unsec. Debt Rating to 'Caa2'
----------------------------------------------------------------
Moody's Investors Service has confirmed the insurance financial
strength rating of Mortgage Guaranty Insurance Corporation (MGIC)
at B1. The rating action follows the extension of the regulatory
capital waiver by its main regulator, the Wisconsin Office of the
Commissioner of Insurance (WI-OCI), through year-end 2013, and
continued approval by Fannie Mae and Freddie Mac allowing MGIC to
continue to write new business. Moody's has also affirmed the Ba3
rating of MGIC Indemnity Corporation (MIC), a wholly owned
subsidiary of MGIC. The senior unsecured debt rating of MGIC
Investment Corporation (MTG, MGIC's parent company) has been
downgraded from Caa1 to Caa2 to reflect a deteriorating liquidity
position. The outlook for all ratings is negative. The rating
actions conclude the reviews for downgrade initiated on November
1, 2011.

RATINGS RATIONALE

Moody's commented that the confirmation of MGIC's B1 insurance
Financial Strength Rating reflects the improved visibility about
the firm's ability to write new business following the WI-OCI
extension of the regulatory capital waiver through December 31,
2013; the previous waiver expired on December 31, 2011. Wisconsin
is one of the 16 jurisdictions in the US where mortgage insurers
have to meet state specific minimum statutory capitalization
requirements to be eligible to write new business in the state. At
the end of the third quarter of 2011, MGIC's statutory capital
position was only $50 million above the minimum required by the
WI-OCI; therefore extension of the waiver was crucial to MGIC's
access to new business flows. According to the agreement with WI-
OCI, MGIC has to maintain 'liquid assets' of at least $1.0 billion
for the waiver to remain effective. Moody's estimates that MGIC's
$6.4 billion liquid assets portfolio at the end of 2011 should
remain materially in excess of the $1 billion threshold over the
next two years despite some meaningful erosion due to substantial
claims payment.

The rating agency added that the renewal of Fannie Mae's support
through December 31, 2013, allowing the group to write business in
states that will not or cannot wave regulatory requirements
through its MIC subsidiary is also a positive development. Freddie
Mac has a similar agreement with the group that expires on
December 31, 2012. At the end of the third quarter of 2011, MIC
had $234 million of capital against a small net risk in force of
$4 million. In connection with the strategy to use MIC as the lead
insurer in certain key markets, MGIC down streamed $200 million to
MIC in January 2012. The affirmation of MIC's rating reflects its
strong relative credit profile and continued credit linkage to
MGIC.

Moody's indicated that the downgrade of MTG's senior debt rating
reflects its deteriorating liquidity profile following the recent
downstream of $200 million to its main insurance subsidiaries. The
holding company had stand-alone assets of about $486 million at
the end of 2011 and outstanding debt obligations comprised of $516
million in senior unsecured debt and $345 million junior
convertible debt. Given the low likelihood of dividend payments
from MGIC for the foreseeable future, Moody's believes that the
company's ability to repay its debt may be compromised.

The negative outlook for all outstanding ratings reflects the
continued weakness in the housing markets and consequent potential
for higher losses in its insured portfolio, said the rating
agency. It also reflects continued uncertainty about the long term
prospects for the firm and the mortgage insurance industry given
the likely changes to the housing finance market and dependence on
continued regulatory and counterparty waivers.

These ratings have been confirmed and the outlook has been changed
to negative:

Mortgage Guaranty Insurance Corp - insurance financial strength
rating at B1;

MGIC Investment Corporation -- junior subordinated debt at Ca
(hyb).

This rating was affirmed:

MGIC Indemnity Corporation -- insurance financial strength rating
at Ba3, negative outlook.

The following rating was downgraded and the outlook has been
changed to negative

MGIC Investment Corporation- senior unsecured rating to Caa2 from
Caa1.

The last rating action related to MGIC was on November 1, 2011,
when Moody's downgraded Mortgage Guaranty Insurance Corp from Ba3
to B1, the senior debt rating MGIC Investment Corp's from B3 to
Caa1 and the junior subordinated debt rating from Caa3 to Ca. The
IFSR rating of MGIC and the senior and subordinated ratings of
MGIC Investment Corp. were placed on review for downgrade at that
time.

The principal methodology used in this rating was Moody's Global
Rating Methodology for the Mortgage Insurance Industry published
in February 2007.


MORTGAGE GUARANTY: S&P Cuts Issuer Credit Rating to 'CCC'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on MGIC to
'B' from 'B+' and its unsolicited issuer credit rating on MGIC
Investment Corp. to 'CCC' from 'CCC+'. The outlook is negative.

"According to our rating definitions an insurer rated 'B' has weak
financial security characteristics. Adverse business conditions
will likely impair its ability to meet financial commitments. MGIC
currently fits this definition," S&P said.

"High losses in the mortgage insurance sector are occurring amid
an economy that is struggling to recover and that continues to
exhibit significant weakness in the jobs and housing markets,"
said Standard & Poor's credit analyst Ron Joas. The lack of
significant improvement in payroll employment contributed to high
levels of new notices of delinquency (NODs).

"MGIC's reported full-year 2011 operating losses of approximately
$560 million (excluding realized capital gains of $143 million)
significantly exceeded our operating loss estimate of
approximately $370 million.  Also, although NODs declined by 17%
year over year, cure activity declined by 18%, and MGIC's claims
incidence increased, leading to increased losses incurred year
over year in the fourth quarter," S&P said.

"MGIC is at significant risk of adverse reserve development.
Macroeconomic conditions remain unsupportive of a more rapid
turnaround in the underlying fundamentals of the mortgage
insurance industry. While adverse deviation of a few percent would
ordinarily not be considered significant, given the size of
MGIC's existing reserves, even nominal deviations could have a
significantly negative impact on MGIC's capital base. A lack of
improvement in underlying market fundamentals could result in
higher levels of claim incidence, lower cure activity, and higher
costs associated with claims settlements than expected, which
could ultimately threaten MGIC's reserve adequacy," S&P said.

"Similarly, MGIC may be subject to losses as a result of disputes
with certain significant counterparties. MGIC is in litigation
with Countrywide, which believes it is entitled to damages of
almost $700 million from loans rescinded. Furthermore, MGIC is in
a contractual dispute with Freddie Mac over an interpretation that
would have otherwise resulted in incurred losses $192 million
higher in the fourth quarter on a year-to-date basis. MGIC does
not have reserves established against these risks, given they
believe they are not reasonably estimable or probable. However,
they do represent a significant risk to MGIC's capital base," S&P
said.

"The negative outlook on MGIC reflects the current trajectory of
operating performance, the impact ongoing losses are expected to
have on MGIC's capital position, and the significant downside risk
due to adverse development. Although new NODs continue to decline,
they would likely increase again if the economy enters another
recession and payroll employment once again declines. The high
level of new notices and the volatility in cure activity make it
difficult to foresee materially improving operating performance
over the coming quarters," S&P said.

"We expect operating results to be impacted by favorable
seasonality in the first half of 2012. However, we could lower the
ratings if the trajectory of MGIC's operating results, including
any reserve adjustments or other charges, indicate operating
losses will exceed $400 million for full-year 2012. Also, if
industry fundamentals, such as new NODs and cure activity, provide
little or no indication of significant improvement over the year,
which may lead to significant losses into 2013, we could lower the
ratings. In this context, MGIC's remaining capital and the
regulatory forbearance they have received through 2013 could come
under more pressure. If operating losses and industry fundamentals
improve, providing an indication that 2013 results would be
significantly better than breakeven, we could affirm the ratings,"
S&P said.


NEFF RENTAL: Moody's Affirms 'B3' CFR; Outlook Stable
-----------------------------------------------------
Moody's Investors Service affirms the B3 Corporate Family Rating
(CFR) and Probability of default (PDR) for Neff Rental LLC a
subsidiary of Neff Holdings LLC. Moody's also affirmed the Caa1
rating to the company's $200 million senior secured second lien
notes. The rating agency does not rate the company's $150 million
ABL. The rating outlook remained stable.

Affirmations:

   Issuer: Neff Rental LLC

   -- Probability of Default Rating, B3

   -- Corporate Family Rating, B3

   -- Senior Secured Regular Bond/Debenture, Caa1; LGD changed to
      LGD5-72% from Caa1 LGD5-70%

   -- Outlook, Stable

RATINGS RATIONALE

The B3 CFR reflects low leverage, good EBITDA coverage weighted
against its small scale and negative cash flow as Neff
aggressively adds to its fleet to meet new customer demand. Its
fleet age is currently older than some of its larger peers and
unless the company addresses this, it could adversely affect its
competitiveness over time. Looking forward, Neff's credit metrics
will depend on factors including its capital expenditures, returns
on the new equipment, proceeds from equipment sales, ABL usage,
and cash flow generation. The B3 rating reflects the view that the
company's leverage is likely to increase as it modernizes its
fleet. Its near-term liquidity is adequate.

The Caa1 rating on the $200 million 9.625% senior secured notes is
one notch below the corporate family rating reflecting its second
priority lien on all assets. The notes are guaranteed by Neff
Holdings LLC, Neff LLC and are secured by a second priority
security interest in substantially all of the Company's assets.
The $150 million ABL, due November 13, 2015, is guaranteed by Neff
Holdings LLC. and are secured by a first priority security
interest in substantially all of the Company's assets. As of
September 30, 2011, total availability under the Revolving Credit
Facility was $60.7 million. The ABL is not rated.

The stable outlook reflects the belief that the current rating
will likely hold through the fleet expansion cycle and that the
investments that the company is making should result in a newer
fleet, improved competitiveness, and more pricing power. The
outlook benefits from the expectation that there is meaningful
demand for used equipment and that this demand can, in part, help
the company fund its new equipment purchases. Moody's expects the
company to manage its capital expenditures to maintain sufficient
liquidly under its revolver so as to not trip its minimum
liquidity threshold that will spring financial covenants.

The rating and or outlook could be adversely affected if leverage
was expected to increase to over 5 times or EBITDA coverage of
interest was projected below 1.2 times, or if the company's
utilization rates and return on assets was trending downwards for
an extended period. The unused borrowing base availability falling
below $50 million would be also be a credit negative. Negative
cash flow would be considered in the context of reinvesting in the
business to improve its competitive position and be compared with
other factors such as pricing and utilization levels.

The rating and or outlook could improve if the company's leverage
was expected to fall under 5 times with free cash flow to debt of
at least 5% and deemed to be sustainable and improving. We believe
this metric combination captures the need to balance its re-
fleeting and the resulting negative cash flow against the
importance of generating positive cash flow over the longer term.
Improving EBITA coverage of over 1.2 times could support a
positive outlook if it was deemed to be improving further.

The principal methodology used in rating NEFF was the Global
Equipment and Automobile Rental 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.

Neff Rental LLC (NEFF) a wholly owned subsidiary of Neff Holdings
LLC, headquartered in Miami, Florida, is a leading equipment
rental company servicing primarily the sunbelt states. LTM
revenues through September 30, 2011 totaled over $230 million.
Wayzata Investment Partners, LLC purchased Neff Corp. as part of a
chapter 11 restructuring in 2010.


NEWPAGE CORP: Says Attack to Bonuses Harassment, Bargaining Tactic
------------------------------------------------------------------
Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reports that the Bankruptcy Judge has scheduled an emergency
hearing Wednesday Feb. 1, on NewPage Corp.'s bid to protect
executives from being grilled by the investors.  NewPage says its
executives are in danger of being treated like pawns as second-
lien investors seek to probe NewPage's plans for bonuses.

DBR relates the bonuses are linked to a turnaround business plan
for NewPage.  According to DBR, NewPage's lawyers said the second-
lien bondholders who control more than half of a $1 billion-plus
chunk of debt aren't happy with the financial targets the company
has set.  NewPage attorneys say the group already has the
information it needs, and seeks only to "harass, oppress and
annoy" the company's management.  By challenging the bonuses, the
second-lien investors are angling for "leverage in the overall
plan formulation process," the lawyers said.

NewPage also owes nearly $1.8 billion on first-lien debt.

                        About NewPage Corp.

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

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

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

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

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

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


NIELSEN FINANCE: Moody's Assigns 'Ba2' Rating to New Term Loan
--------------------------------------------------------------
Moody's Investors Service said that it had assigned a Ba2 rating
to Nielsen Finance LLC's new US$ 1.25 billion senior secured term
loan due January 2017. The proceeds will be used to repay term
loans due in 2013. Existing ratings including the Corporate Family
Rating (CFR) and all other debt ratings remain unchanged. The
outlook is stable.

Assignments:

   Issuer: Nielsen Finance LLC

   -- Senior Secured Bank Credit Facility, Assigned Ba2, 36 - LGD3

Moody's maintains these ratings on Nielsen Holdings N.V. and its
following affiliates:

Long-Term Corporate Family Ratings (domestic and foreign currency)
of Ba3

Probability of Default rating of Ba3

Nielsen Company B.V. (The)

Senior Unsecured (domestic currency) B2, 96 - LGD 6

Senior Unsecured MTN (domestic currency) (P)B2, 96 -- LGD 6

Other Short Term (domestic currency) ratings of (P)NP

Nielsen Finance LLC

Senior Secured Bank Credit Facility (domestic and foreign
currency) Ba2, 36 - LGD3

BACKED Senior Unsecured (domestic currency) B2, 88 - LGD5

RATINGS RATIONALE

Nielsen's Ba3 CFR reflects Moody's view that the company enjoys
strong international business positions with high barriers to
entry. In addition, it is based on Moody's expectation that the
company can build on its track record to deliver continued solid
revenue growth and can thus leverage its cost base, optimized over
the last few years, to produce steady profit growth. In addition,
Moody's expects that the company will utilize free cash flow
generation mainly to reduce debt further. However, the ratings
also reflect the company's still considerable leverage, the price
challenges in Nielsen's `Buy' division as well as exposure,
particularly in the' Watch' division to a fast moving
technological environment and a more competitive landscape in
faster growing markets (eg online).

The company has delivered consistent revenue growth over recent
years, evidencing the importance of Nielsen's services to clients
through the economic cycle, notwithstanding some cycle-sensitivity
in the company's `Exposition' and `Insights' businesses. In line
with company guidance, Moody's expects 2011 full year revenue
growth at a similar rate to that of the first nine months (6% at
constant currency) as continued strong growth in developing
markets offsets a more sluggish environment in some European
markets. Growth trends should broadly continue into 2012, with a
harsher macro-environment partly offset by the impact of new
product launches (Online Campaign Ratings) and the revenue impact
from the Walmart US co-operation agreement.

The debt reduction from the company's IPO in early 2011 and
continued Ebitda growth has resulted in improved free cash flow
generation (as measured by Moody's - post capex and dividends),
which has to a significant extent been used for debt reduction. As
a result, Moody's expects Debt/Ebitda leverage for the full year
2011 to fall to 5x or somewhat below, in line with Moody's
expectation for the Ba3 CFR. Moody's also assumes that the company
will apply its discretionary free cash flows in 2012 and beyond so
that it can achieve its stated deleveraging objective (annual
reduction by 0.5x Net Debt/Ebitda as measured by Nielsen) with any
residual cash flows potentially to be used for smaller add-on
acquisitions.

Rating Outlook

The stable outlook is based on Moody's expectation that Nielsen
will maintain its positive operating momentum and continue to grow
revenues in the mid single digits in 2012 and beyond. It also
reflects Moody's expectation that the company will apply
discretionary cash flows mainly to debt reduction in line with its
stated objective to reduce leverage and to achieve ratings
improvements over time.

What Could Change the Rating - Down

A ratio of Debt/Ebitda (as adjusted by Moody's, without run-rate
cost savings) higher than 5.0x and/or the absence of visible free
cash flow generation would result in downward ratings pressure.

What Could Change the Rating - Up

Steady operational performance paired with de-leveraging such that
Debt /Ebitda (as adjusted by Moody's) is moving towards 4.0x
together with sustained meaningful free cash flow generation would
likely result in positive rating pressure.

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


NMCAH REALTY: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: NMCAH Realty, Inc.
        443 East 115th Street
        New York, NY 10029

Bankruptcy Case No.: 12-10330

Chapter 11 Petition Date: January 27, 2012

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: James M. Peck

Debtor's Counsel: Joseph M. Gitto, Esq.
                  WASHTON & GITTO LLC
                  27 West Neck Road
                  Huntington, NY 11743
                  Tel: (631) 659-3312
                  Fax: (631) 223-7818
                  E-mail: jgitto@washtongitto.com

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

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

A list of the Company's 15 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nysb12-10330.pdf

The petition was signed by Edward J. Malloy, chairman.


NORTON RETIREMENT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Norton Retirement and Assisted Living, LLC
        dba Whispering Pines Retirement Home
        c/o Ted Sanko
        200 Whispering Pines
        Norton, KS 67654

Bankruptcy Case No.: 12-40080

Chapter 11 Petition Date: January 26, 2012

Court: United States Bankruptcy Court
       District of Kansas (Topeka)

Judge: Janice Miller Karlin

Debtor's Counsel: David P. Eron, Esq.
                  ERON LAW OFFICE, P.A.
                  229 E. William, Suite 100
                  Wichita, KS 67202
                  Tel: (316) 262-5500
                  Fax: (316) 262-5559
                  E-mail: david@eronlaw.net

Scheduled Assets: $82,461

Scheduled Liabilities: $2,241,165

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ksb12-40080.pdf

The petition was signed by Theodore Sanko, president.


OASIS PETROLEUM: S&P Raises Corporate Credit Rating to 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Houston-based Oasis Petroleum Inc. to 'B+' from 'B'. The
outlook is stable.

"At the same time, we raised the rating on the company's senior
unsecured debt to 'B' from 'B-'," S&P said.

"The rating actions reflect our assessment of Oasis' improved
business risk profile," said Standard & Poor's credit analyst
Lawrence Wilkinson. This follows the company's announcement that
it almost doubled its proved reserve base in 2011 and increased
production by over 30% in the fourth quarter.

"The ratings on Oasis Petroleum Inc. reflect the company's
relatively small asset base and production levels, geographic
concentration, aggressive growth strategy, limited operating track
record, previously weak accounting control processes, and negative
cash flow generation. The ratings also reflect the company's
significant exposure to robust crude oil prices, its favorable
cost structure, growth potential, and sizeable resource play
acreage position," S&P said.

"The outlook is stable, reflecting our view that the company
should be able to fund its aggressive growth strategy and preserve
credit protection measures at appropriate levels for the rating
category. We would consider a negative rating action if the
company were to materially increase its capital spending in a way
that results in leverage exceeding 4.5x. An upgrade is unlikely
over the near term given our assessment of the company's business
risk," S&Ps said.


OLD REPUBLIC: Fitch Downgrades Issuer Default Rating to 'BB'
------------------------------------------------------------
Fitch Ratings has downgraded Old Republic International
Corporation's (ORI) Issuer Default Rating (IDR) to 'BB' from 'BBB'
and its senior debt ratings to 'BB-' from 'BBB-'.  Additionally,
Fitch has downgraded ORI's insurance subsidiaries' Insurer
Financial Strength (IFS) ratings to 'A-' from 'A'.

All ratings remain on Watch Negative.

These rating actions reflect Fitch's belief that the uncertainty
surrounding the possibility of an acceleration of ORI's
outstanding debt (related to potential future breach of a
subsidiary collateral covenant), as well as uncertainty as to
ORI's ability to fund an acceleration should one occur, is
inconsistent with an investment-grade holding company rating.

ORI is subject to acceleration on its debt if any of its
significant subsidiaries experience bankruptcy, insolvency,
rehabilitation or reorganization.  In Fitch's opinion, there
continues to be considerable uncertainty around ORI's ability to
continue to avoid a covenant breach in light of ongoing challenges
at its troubled mortgage insurance subsidiary, Republic Mortgage
Insurance Company (RMIC).

Since Jan. 19, 2012, RMIC has been operating under an Order of
Supervision issued by its domiciliary state insurance department
which allows for a deferral of 50% of claim payments during 2012.
While such deferrals will slow further erosion of RMIC's
regulatory capital, Fitch believes there are no assurances the
runoff plan being executed will be successful, and that RMIC will
not ultimately become insolvent.

In the event of debt acceleration, it is unclear to Fitch if ORI
could raise sufficient liquidity to payoff its debt obligations.

Fitch notes that as of Sept. 30, 2011 ORI held approximately $600
million of cash at its holding company.  In addition, ORI
management reports that it has normal upstream dividend capacity
from its property/casualty subsidiaries in 2012 of approximately
$260 million.  This compares to debt of $866 million.

Fitch also notes that management has not yet disclosed its holding
company cash levels as of year-end 2011, and that the company
continues to pay its shareholder dividend, which was $170 million
in 2011.  The ongoing payment of the shareholder dividend further
increases uncertainties with respect ORI's ability to fund a
potential debt acceleration.

Fitch believes ORI would likely be able to generate internal
liquidity to meet a significant portion of a debt repayment.
However, Fitch also believes ORI would potentially need to also
rely on either an extra-ordinary dividend payment from its
property/casualty subsidiaries, which would require regulatory
approval, or an ability to issue new debt or equity, which may or
may not be available post a covenant breach.

Favorably, despite the uncertainties created by ORI's subsidiary
collateral covenant, ORI's core property/casualty and title
insurance businesses demonstrate strength.

The property/casualty insurance operations remain the greatest
driver of earnings, which showed significant improvement in 2011.
The company's p/c segment reported a combined ratio of 96.9% in
2011 compared with 103% in 2010.  The improvement is primarily
attributable to lower reported losses on its consumer credit
indemnity (CCI) product, which contributed 2.1 and 8.6 percentage
points to the combined ratio in the respective years.  ORI
continues to actively manage claim remediation and has rescinded
and denied numerous claims, for which it is the subject of
litigation.

ORI's title insurance operations reported continued growth in 2011
with an annual underwriting profit for the first time since 2007.
While capitalization remains at an acceptable level, continued
growth could lead to deterioration in risk-based capital and
operating leverage.

Fitch's one notch downgrade of ORI's insurance subsidiaries mainly
reflects the uncertainties at the parent holding company.

Fitch believes that ORI's holding company ratings are subject to
above-average ratings migration over the near-to-intermediate
term. Such migration could include sudden, multi-notch downgrade
risk, as well as the potential for a multi-notch upgrade.

The most noteworthy multi-notch downgrade risk, as reflected in
the ongoing Rating Watch Negative, would be acceleration of ORI's
debt obligations without sufficient liquidity to meet them.  This
would result in a default, and a sharp downgrade in ORI's holding
company ratings.

Sudden upward movement in ORI's rating would occur if management
was able to fully mitigate its covenant/acceleration risk.  This
could be achieved by renegotiating the noted subsidiary collateral
covenant, refinancing its current debt with new debt without such
a covenant, or moving sufficient liquidity to the holding company
to fully fund a debt acceleration.  Reduction or elimination of
the shareholder dividend would also be viewed favorably.

Additional rating triggers that could lead to downgrades of the
subsidiary IFS ratings include:

  -- A significant reduction in operating company capitalization
     below Fitch's expectations;

  -- Material losses on the CCI product above current
     expectations.

Fitch has downgraded the following ratings and maintained its
Rating Watch Negative:

Old Republic International Corp.

  -- IDR to 'BB' from 'BBB';
  -- $316 million 8% senior notes due May 12, 2012 to 'BB-' from
     'BBB-';
  -- $550 million 3.75% senior notes due March 15, 2018 to 'BB-'
     from 'BBB-'.

Bituminous Casualty Corp.
Bituminous Fire & Marine Insurance Co.
Great West Casualty Co.
Old Republic Insurance Co.
Old Republic Lloyds of Texas
Old Republic General Insurance Co.
Old Republic Surety Co.
Manufacturers Alliance Insurance Co.
Pennsylvania Manufacturers' Association Insurance Co.
Pennsylvania Manufacturers Indemnity Co.
American Guaranty Title Insurance Co.
Mississippi Valley Title Insurance Co.
Old Republic National Title Insurance Co.

  -- IFS to 'A-' from 'A'.


OMNICARE INC: Moody's Says 'Ba3' CFR Unaffected by FTC Complaint
----------------------------------------------------------------
Moody's Investors Service commented that the Federal Trade
Commission's filing of an administrative complaint against
Omnicare Inc., blocking its bid for PharMerica, has no immediate
effect on the company's Ba3 Corporate Family Rating and other
ratings, which remain under review for possible downgrade.

Omnicare, Inc. (OCR), headquartered in Covington, Kentucky, is the
leading provider of institutional pharmacy services to the long
term care sector.


OPEN RANGE: U.S. Objects to Unsecured Creditors' Demands
--------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that the U.S. told
U.S. Bankruptcy Judge Kevin J. Carey Friday it should not have to
produce documents and witnesses requested by Open Range
Communication Inc.'s unsecured creditors, arguing that the quick,
informal and cooperative investigation it agreed to risks becoming
a formal, open-ended and adversarial one.

                         About Open Range

Greenwood Village, Colo.-based Open Range Communications Inc., a
provider of wireless broadband services to 26,000 rural customers
in 12 states, filed a Chapter 11 petition (Bankr. D. Del. Case No.
11-13188) on Oct. 6, 2011, to either sell the business or shut
down and liquidate.  Open Range disclosed about $115.1 million in
assets and $102.8 million in debts.  Open Range started its WiMax
broadband and voice service in late 2009, backed by a $267 million
loan from the U.S. Department of Agriculture's Rural Utility
Service and $100 million invested by One Equity Partners, a
financing arm of JPMorgan Chase & Co.

Judge Kevin J. Carey presides over the case.  Marion M. Quirk,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, serves as
bankruptcy counsel.  Logan & Co. serves as claims agent.  FTI
Consulting, Inc., will provide a chief restructuring officer,
Michael E. Katzenstein; an associate chief restructuring officer,
Chris Lewand; and hourly temporary staff.  The petition was signed
by Chris Edwards, chief financial officer.

On filing for Chapter 11 protection, Open Range said it would shut
down and liquidate the network if a buyer couldn't be found.

Roberta A. DeAngelis, the United States Trustee for Region 3,
pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Open Range Communications Inc.

In December 2011, Ann Schrader at the Denver Post reported that
Open Range has shut down operations after failing to get the
broadcast spectrum it needed, problems with network quality and
vendors, and the "sporadic" flow of money from a $267 million
federal loan, of which Open Range owes a balance of $73.5 million.

Open Range hired RB Capital LLC and Heritage Global Partners Inc.
as auctioneers and sales agents to conduct an auction of the
Debtor's assets.


OPEN RANGE: Seeks Two-Month Extension to File Payment Plan
----------------------------------------------------------
Dow Jones' DBR Small Cap reports that Open Range Communications
Inc. is seeking a two-month extension to file a creditor-payment
plan as it works to wind down its business after liquidating its
assets.

                       About Open Range

Greenwood Village, Colo.-based Open Range Communications Inc., a
provider of wireless broadband services to 26,000 rural customers
in 12 states, filed a Chapter 11 petition (Bankr. D. Del. Case No.
11-13188) on Oct. 6, 2011, to either sell the business or shut
down and liquidate.  Open Range disclosed about $115.1 million in
assets and $102.8 million in debts.  Open Range started its WiMax
broadband and voice service in late 2009, backed by a $267 million
loan from the U.S. Department of Agriculture's Rural Utility
Service and $100 million invested by One Equity Partners, a
financing arm of JPMorgan Chase & Co.

Judge Kevin J. Carey presides over the case.  Marion M. Quirk,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, serves as
bankruptcy counsel.  Logan & Co. serves as claims agent.  FTI
Consulting, Inc., will provide a chief restructuring officer,
Michael E. Katzenstein; an associate chief restructuring officer,
Chris Lewand; and hourly temporary staff.  The petition was signed
by Chris Edwards, chief financial officer.

On filing for Chapter 11 protection, Open Range said it would shut
down and liquidate the network if a buyer couldn't be found.

Roberta A. DeAngelis, the United States Trustee for Region 3,
pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Open Range Communications Inc.

In December 2011, Ann Schrader at the Denver Post reported that
Open Range has shut down operations after failing to get the
broadcast spectrum it needed, problems with network quality and
vendors, and the "sporadic" flow of money from a $267 million
federal loan, of which Open Range owes a balance of $73.5 million.

Open Range hired RB Capital LLC and Heritage Global Partners Inc.
as auctioneers and sales agents to conduct an auction of the
Debtor's assets.


PACIFIC AUTO: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Pacific Auto Wrecking Inc.
        P.O. Box 206
        Pacific, WA 98047

Bankruptcy Case No.: 12-40431

Chapter 11 Petition Date: January 26, 2012

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Brian D. Lynch

Debtor's Counsel: Allan L. Overland, Esq.
                  901 South I Street, Ste 202
                  Tacoma, WA 98405
                  Tel: (253) 383-3053
                  Fax: (253) 383-3209

Scheduled Assets: $2,900,459

Scheduled Liabilities: $2,197,856

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wawb12-40431.pdf

The petition was signed by Scott Haymond, president.


PACKAGING DYNAMICS: S&P Affirms 'B' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Chicago-
based Packaging Dynamics Corp. to stable from positive. "At the
same time, we affirmed our 'B' corporate credit rating on the
company, as well as our 'B' issue rating and our '4' recovery
rating--indicating our expectations for an average (30% to 50%)
recovery in a default scenario--on the company's $425 million
senior secure notes," S&P said.

"The rating on Packaging Dynamics reflects our assessment of the
company's financial risk as 'aggressive' and business risk as
'weak' -- as our criteria define these terms," said Standard &
Poor's credit analyst James Fielding. "Our aggressive financial
risk assessment is based on our expectation that Packaging
Dynamics' sales will be relatively flat over the next 12 months,
possibly lagging our forecast for low 2% growth in both U.S. gross
domestic product and consumer spending, and that leverage will
remain at the upper end of the 4x-5x range during that period. Our
'weak' business risk assessment acknowledges the company's slowing
sales in recent months and its exposure to volatile raw materials
prices."

"We are revising our outlook on Packaging Dynamics to stable from
positive to reflect our diminished expectations for improvement in
credit measures in a low-growth environment. The stable outlook
reflects our expectation for steady demand for most of Packaging
Dynamic's products and relatively flat pricing and input costs. We
would expect our rating to hold even if revenues were to decline
5% to 10% over the next year. We would lower our rating if
revenues dropped 20% or more, because we would expect this to
cause leverage to climb closer to 6x EBITDA. We view an upgrade to
be less likely over the next 12 months, given our relatively
subdued economic forecast. However, we would raise our rating if
we thought leverage would drop and be sustained below 4.5x. This
could occur if the economy recovers more quickly than we currently
anticipate and input costs fell significantly," S&P said.


PADUCAH ATHLETIC: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Paducah Athletic Club, Inc
        115 Lebanon Church Road
        Paducah, KY 42003

Bankruptcy Case No.: 12-50071

Chapter 11 Petition Date: January 27, 2012

Court: United States Bankruptcy Court
       Western District of Kentucky (Paducah)

Debtor's Counsel: Scott A. Bachert, Esq.
                  HARNED BACHERT & MCGEHEE PSC
                  324 E 10th St
                  P.O. Box 1270
                  Bowling Green, KY 42102
                  Tel: (270) 782-3938
                  E-mail: bachert@hbmfirm.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 13 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/kywb12-50071.pdf

The petition was signed by Wilma Kilcoyne, sole officer.


PEP BOYS: Moody's Says B1 Unaffected by Gores Group Purchase
------------------------------------------------------------
In a comment published earlier, Moody's Investors Service stated
that the announcement by Pep Boys-Manny, Moe & Jack that it has
agreed to be acquired by affiliates of The Gores Group for total
consideration of around $1 billion would have no immediate impact
on either the B1 Corporate Family Rating or the stable outlook.
"It is very early in the process, with the 45-day 'go shop' period
still to be completed and shareholder approval still to be
obtained," stated Moody's Senior Analyst Charlie O'Shea. "In
addition, there is little visibility with respect to financing
arrangements that would provide insight into the final capital
structure if this transaction is in fact completed, so this is
truly a very fluid situation. Finally, existing bondholders are
protected by a change of control provision."

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

Headquartered in Philadelphia, Pennsylvania, Pep Boys - Manny Moe
& Jack (Pep Boys) is an automotive parts and service retailer,
operating over 700 stores in 35 states and Puerto Rico. Annual
revenues are approximately $2 billion.


PEP BOYS: S&P Puts 'B' Corporate Credit Rating on Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on Philadelphia-based Pep Boys-?Manny, Moe & Jack on
CreditWatch with negative implications.

The CreditWatch placement follows the announcement that The Gores
Group LLC intends to acquire Pep Boys for $15 per share, or a
total enterprise value of about $1 billion. The deal includes a
"go shop" agreement, which allows the company to solicit,
initiate, facilitate, or encourage any acquisition proposals from
other prospective buyers through March 14, 2012.

"In our view, the transaction could weaken Pep Boys' financial
risk profile through the addition of a meaningful amount of debt,"
said Standard & Poor's credit analyst Brian Milligan.

"As of July 30, 2011, we calculate operating lease-adjusted debt
to EBITDA was 3.9x. We estimate operating lease-adjusted debt to
EBITDA could increase to above 5x following the transaction,
assuming 50% or more of the purchase price is funded with debt,
which would be indicative of a 'highly leveraged' financial risk
profile. Currently, we view the company's business risk profile as
'vulnerable' and its financial risk profile as 'aggressive,'" S&P
said.

"Before resolving the CreditWatch negative placement, we will meet
with management to discuss the new capital structure, business
strategy, and financial policies. We expect to resolve the
CreditWatch listing shortly after the transaction is finalized,"
S&P said.


PG COLLECTIONS: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: PG Collections, LLC
        45 East Putnam Avenue
        Greenwich, CT 06830

Bankruptcy Case No.: 12-50153

Chapter 11 Petition Date: January 30, 2012

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Peter L. Ressler, Esq.
                  GROOB RESSLER & MULQUEEN
                  123 York Street, Ste 1B
                  New Haven, CT 06511-0001
                  Tel: (203) 777-5741
                  Fax: (203) 777-4206
                  E-mail: ressmul@yahoo.com

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

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

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ctb12-50153.pdf

The petition was signed by Michael Bonbrisco, member.


PITT PENN: Taps Peckar & Abramson as Special Litigation Counsel
---------------------------------------------------------------
Pitt Penn Holding Co., Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware for authority to employ Peckar &
Abramson, P.C., as special litigation counsel.

P&A's role in the case originally was focused on communications
with government authorities concerning the criminal proceedings
against John Mazzuto and James Margulies, two of the Debtors'
former CEOs. The Debtors decided to expand the firm's role into
representing the Debtors in several actions arising from certain
fraudulent conduct of certain of the Debtors' pre-petition
officers, directors and others.

As a result of the expansion of P&A's role, the firm's monthly
billing has likely exceeded the $15,000 per month cap on ordinary
course professionals.

P&A will continue to provide ordinary course services to the
Debtors as in the past subject to the terms and conditions of the
OCB procedures.  However, all civil litigation-related work will
be subjected to the fee application process.

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

The Court scheduled a Feb. 1, 2012 hearing to consider the
employment application.

                    About Industrial Enterprises

Pittsburgh, Pennsylvania-based Industrial Enterprises of America,
Inc., f/k/a Advanced Bio/Chem, Inc., filed for Chapter 11
protection (Bankr. D. Del. Case No. 09-11508) on May 1, 2009.
Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each
filed voluntary petitions for Chapter 11 relief (Bankr. D. Del.
Case Nos. 09-11475 and 09-11476) on April 30, 2009.  EMC
Packaging, Inc., filed a voluntary petition for Chapter 11 relief
(Bankr. D. Del. Case No. 09-11524) on May 4, 2009.  Unifide
Industries, LLC, and Today's Way Manufacturing LLC, each filed a
voluntary petition for Chapter 11 relief (Bankr. D. Del. Case Nos.
09-11587 and 09-11586) on May 6, 2009.

PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of
IEAM.  The cases are jointly administered under Case No. 09-11475.

Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington,
Del., represents the Debtors as counsel.  In its petition,
Industrial Enterprises disclosed total assets of $50,476,697 and
total debts of $17,853,997.

Industrial Enterprises originally operated as a holding company
with four wholly owned subsidiaries, PPH, EMC, Unifide, and
Today's Way.  PPH, through its wholly owned subsidiary, PPO, was a
leading manufacturer, marketer and seller of automotive chemicals
and additives.

EMC's original business consisted of converting hydrofluorocarbon
gases R134a and R152a into branded private label refrigerant and
propellant products.  Unifide was a leading marketer and seller of
automotive chemicals and additives.  Today's Way manufactured and
packaged the products which were sold by Unifide.


PMI GROUP: Committee Taps Womble Carlyle as Bankruptcy Co-Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of The PMI Group,
Inc., asks the U.S. Bankruptcy Court for the District of Delaware
for permission to retain Womble Carlyle Sandridge & Rice, LLP, as
bankruptcy co-counsel, nunc pro tunc to Jan. 3, 2012.

As bankruptcy co-counsel, Womble Carlyle will, among others:

  (a) assist and advise the Committee in its discussions with the
      Debtor and other parties in interest regarding the overall
      administration of the Debtor's case;

  (b) represent the Committee at hearings to be held before the
      Court and communicating with the Committee regarding the
      matters heard and the issues raised as well as the decisions
      and considerations of the Court; and

  (c) assist and advise the Committee in its examination and
      analysis of the conduct of the Debtor's affairs.

The Committee believes that Womble Carlyle is a disinterested
person, and does not hold or represent an interest adverse to the
Debtor's estate with respect to the matters for which Womble
Carlyle is to be employed, as required by Section 3287(c) of the
Bankruptcy Code.

It is anticipated that the lead Womble Carlyle attorneys who will
represent the Committee and their current rates are:

     Francis A. Monaco, Jr., Esq.        $630
     Kevin J. Mangan, Esq.               $465
     Thomas M. Horan, Esq.               $360
     Paraprofessionals                $110-$225

                         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.


PMI GROUP: Panel Taps Morrison & Foerster as Bankruptcy Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of The PMI Group,
Inc., asks the U.S. Bankruptcy Court for the District of Delaware
for permission to retain Morrison & Foerster LLP as counsel to the
Committee nunc pro tunc to Jan. 3, 2012.

As bankruptcy counsel, Morrison & Foerster LLP, will, among
others:

a) advise the Committee in connection with its powers and duties
under the Bankruptcy Code, the Bankruptcy Rules and the Local
Rules;

b) assist and advise the Committee in its consultation with the
Debtor relative to the administration of the Debtor's case; and

c) attend meeting and negotiate with the representatives of the
Debtor.

To the best of the Committee's knowledge, information, and belief,
Morrison & Foerster does not hold or represent an interest adverse
to the Debtor's estate, and is a "disinterested person," as that
term is defined in Section 101(14) of the Bankruptcy code and as
used in Section 328(c) of the Bankruptcy Code.

Morrison Foerster's principal attorneys for this representation
and their current rates are:

     Anthony Princi,, Esq.         $975
     Jordan A. Wishnew, Esq.       $680
     James A. Newton, Esq.         $445
     Paraprofessionals           $185-$360

                         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.


RADIAN GUARANTY: S&P Cuts Insurer Fin'l Strength Rating to 'B'
--------------------------------------------------------------
Standard & Poor's Rating Services lowered its insurer financial
strength ratings on Radian Guaranty Inc., Radian Mortgage
Insurance Inc., and Amerin Guaranty Corp. (collectively Radian MI)
by one notch to 'B' from 'B+'. (Amerin Guaranty is now known as
Radian Mortgage Assurance Inc.) "At the same time, we lowered our
issuer credit rating on Radian Group Inc. to 'CCC' from 'CCC+'.
The ratings on Radian Asset Assurance Inc. -- Radian Group's bond
insurance subsidiary -- are unaffected by this rating action. The
outlook on all Radian-related entities is negative," S&P said.

"According to our rating definitions, an insurer rated 'B' has
weak financial security characteristics. Adverse business
conditions will likely impair its ability to meet financial
commitments. We believe that Radian currently fits this
definition," S&P said.

"The high level of losses in the mortgage insurance sector are
occurring in an economy that is struggling to recover and that
continues to exhibit significant weakness in the job and housing
markets. The lack of significant improvement in payroll employment
levels contributed to high levels of new notices of delinquency
(NODs)," S&P said.

"Our rating action reflects the company's operating performance
failing to meet our expectations through third-quarter 2011. The
company's loan delinquency inventory, while improving throughout
2011, remained high, and NODs have not declined rapidly enough to
support a recovery of earnings," S&P said.

The current ratings contemplate continued losses through 2012 with
a trajectory toward break-even operating results by the end of
2013 due to improving NOD trends.

"The negative outlook on Radian reflects the current trajectory of
operating performance; the impact ongoing losses are expected to
have on Radian's capital position, and the significant downside
risk due to potential adverse development. Although new notices of
delinquency continue to decline, they would likely increase again
if the economy enters another recession and payroll employment
once again declines. The elevated level of new notices and
the volatility in cure activity make it difficult to foresee
materially improving operating performance in the coming
quarters," S&P said.

"We expect favorable seasonality in first-half 2012 to affect
Radian's operating results. However, we could lower the ratings if
Radian's future operating results reflect further significant
reserve adjustments, which would call into question its reserve
adequacy. As well, we could downgrade Radian if operating results
fail to reflect material improvement from the operating results
reported in 2011. To wit, if the trajectory of 2012 statutory
earnings does not improve, Radian's claims-paying ability and
capitalization will further deteriorate and call into question
whether it can repay the debt due in 2015 and 2017. We could also
lower the ratings if the company deploys its capital at the
holding company beyond $350 million within the next 12 months
and has less-than-adequate resources to service the debt and
related expenses due in 2013 and 2015. To the extent operating
losses and industry fundamentals reflect significant improvement,
providing an indication that 2013 results would be significantly
better than break-even, we could affirm the ratings," S&P said.


RCR PLUMBING: Taps Oliva and Associates as Special Counsel
----------------------------------------------------------
RCR Plumbing and Mechanical, Inc., asks authority from the U.S.
Bankruptcy Court for the Central District of California to employ
Oliva and Associates, ALC, as its prepetition insurance counsel to
continue to advise the Debtor with respect to insurance cover
issues.

The firm also may assist with broader issues as they relate to the
insurance carriers, such as contractual and collateral
requirements and claim handling responsibilities, as necessary.

The firm will perform the required services at its customary
hourly rates which currently range from $110 to $400 per hour,
depending on the experience and expertise of the attorney or
paralegal performing the work and will be reimbursed its actual,
out-of-pocket expenses.  The majority of the work will be
performed by Joseph Oliva, Esq., a partner whose current hourly
rate is $400.

The firm has performed services for the Debtor since March 2008,
and is a pre-petition creditor of the Debtor by virtue of a
general unsecured claim in the approximate amount of $45,700.  The
firm is not waiving the claim.

Mr. Oliva, a shareholder of Oliva and Associates, ALC, attests
that the firm is a "disinterested person," as that term is defined
in Section 101(14) of the Bankruptcy Code.

                        About RCR Plumbing

Founded in 1977, Riverside, California-based RCR Plumbing and
Mechanical Inc. is one of the largest plumbing subcontractors in
the West Coast.  In 1999, RCR Plumbing was acquired by American
Plumbing and Mechanical Inc.  On Oct. 13, 2003, AMPAM and its
affiliated entities, including RCR Plumbing, filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Lead Case No. 03-55789) in San
Antonio.  Pursuant to a plan of reorganization, RCR Plumbing
received a discharge of any liability arising from contracts
completed prior to Aug. 2, 2004, the date the plan was confirmed.
The plan disaggregated RCR Plumbing from AMPAM.

RCR Plumbing filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-41853) on Oct. 12, 2011.  RCR Plumbing blamed a weak
construction market and increased insurance costs.  Judge Wayne E.
Johnson oversees the case.  Evan D. Smiley, Esq., and Kyra E.
Andrassy, Esq. at Weiland, Golden, Smiley et al., serve as the
Debtor's counsel.  Sidley Austin LLP as its special labor and
employment counsel BSW & Associates as financial advisor.
Kurtzman Carson Consultants LLC serves as noticing agent.  In its
petition, RCR Plumbing estimated $10 million to $50 million in
assets and debts.  The petition was signed by Robert C. Richey,
president/CEO.

The Official Committee of Unsecured Creditors tapped Venable LLP
as its counsel.


REAL MEX: Judge OKs Appointment of Consumer Privacy Ombudsman
-------------------------------------------------------------
Martin Bricketto at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Brendan L. Shannon on Monday approved the appointment of a
consumer privacy ombudsman in Real Mex Restaurants Inc.'s
Chapter 11 case following U.S. trustee objections over the sale of
company assets on privacy grounds.

Judge Shannon issued an order directing the Office of the U.S.
Trustee to appoint the ombudsman based on a joint request by the
trustee and Real Mex.  An auction is scheduled for Thursday, with
a sale hearing to follow on Feb. 10.

                           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.


REAL MEX: Judge Bars Creditors From Pursuing Lender Claims
----------------------------------------------------------
Dow Jones' DBR Small Cap reports that a judge declined to allow
Real Mex Restaurants Inc.'s unsecured creditors to pursue
litigation intended to loosen a lender group's grip on the
company's assets.

                         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.


REALTY INCOME: S&P Assigns 'BB+' $325MM Preferred Stock Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
the new $325 million 6 5/8% cumulative preferred stock series F
issued by Realty Income. "Our outlook on Realty Income is stable,"
S&P said.

"The company plans to use approximately $127.5 million of the net
proceeds of this offering to redeem (higher coupon) existing class
D preferred stock and the remaining net proceeds to repay a
portion of the borrowings outstanding under its credit facility.
On Jan. 27, 2012, Realty Income had approximately $257.1 million
of outstanding borrowings under its $425 million acquisition
credit facility, which it primarily used to acquire properties.
The company will use any remaining net proceeds for general
corporate purposes," S&P said.

"We expect Realty Income's portfolio to continue to support the
company's debt service and fixed-charge coverage measures. We view
a negative rating action as unlikely in the near term, despite the
rent reductions associated with the Chapter 11 filings of tenants
Buffets Holdings Inc. and Friendly's Ice Cream. This is because we
expect Realty Income has more than offset this rent loss with
income from accretive acquisitions completed during 2011. As a
result, we expect fixed-charge coverage to remain in the current
high 2x area, above the 2.6x level below, which we'd consider a
one-notch downgrade. Alternatively, we would consider an upgrade
if the company successfully executes on its potentially broader
investment pursuits and is able to absorb current and potential
future additional tenant stress within the portfolio while
maintaining its modest financial profile," S&P said.

Ratings List

Realty Income Corp.
  Corporate credit rating                     BBB/Stable/--

RATING ASSIGNED

Realty income Corp.
  $325 mil. cumulative pref stock series F    BB+


RNFI UNLIMITED: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: RNFI Unlimited, LLC
        1635 N. Greenfield Rd., #126
        Mesa, AZ 85205

Bankruptcy Case No.: 12-01649

Chapter 11 Petition Date: January 30, 2012

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

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

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

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


ROCK POINTE: Status Quo on Use of DMARC Cash Until April 5 Hearing
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
has ordered that to maintain the status quo until entry of a final
order by the Court regarding adequate protection payments is
entered, all Cash Collateral in Rock Pointe Holdings Company,
LLC's case will be used, expended and disbursed in accordance with
such practices as the Receiver and Black Realty Management, Inc.,
the Receiver's Agent, have followed from after Dec. 3, 2010, in
operating, managing and leasing the Property;, provided, however,
that:

  (a) The Receiver and BRMI will pay to DMARC 2006-CD2 Corporate
      Center, LLC. the sum of $292,000 as adequate protection
      payments commencing on Dec. 15, 2011, and on or before the
      15th of each month thereafter pending a final hearing and
      order on adequate protection;

  (b) the Receiver and BRMI will retain all unexpended funds not
      otherwise disbursed in accordance with this Second Interim
      Order or as required pursuant to the 543 Order (referring to
      the Jan. 19, 2012 Second Interim Order Excusing Compliance
      with 11 U.S.C. Section 543) in the operational bank account;
      and

  (c) The Receiver and BRMI are directed to pay pursuant to
      11 U.S.C. Section 1930(a)(6) the U.S. Trustee's regularly
      occurring fee on a quarterly basis as an ordinary course
      expense of the Receivership case.

The Court further ordered:

    * To the extent that any Cash Collateral should come into
      the Debtor's possession, Debtor will immediately deliver
      the same to the Receiver.

    * The Receiver and BRMI are authorized to maintain and use the
      existing pre-petition operating account at Sterling Savings
      under account No. XXXXX3078 for the receipt and disbursement
      of all prepetition and postpetition Cash Collateral.

    * DMARC is granted a postpetition security interest and lien
      in all real and personal property acquired by Debtor or the
      Receiver after the date of the Petition.

    * This Second Interim Order will remain effective until a
      final hearing on use of cash collateral and adequate
      protection payments for April 5 and 6, 2012, or further
      Order of the Court.

DMARK claims to hold a first, valid and existing security interest
in the Debtor's property and all rents, income and revenues
related to the same.

A copy of the Second Interim Cash Collateral Order is available
for free at http://bankrupt.com/misc/rockpointe.doc80.pdf

DMARC's counsel can be reached at:

         Christine Kosydar, Esq.
         John E. Glowney, Esq.
         STOEL RIVES LLP
         900 SW 5th Avenue, Suite 2600
         Portland, OR 97204
         Tel: (503) 224-3380
         Fax: (503) 220-2480
         E-mail: cakosydar@stoel.com
                 jeglowney@stoel.com

                         About Rock Pointe

Rock Pointe Holdings Company LLC owns the Rock Pointe Corporate
Center in Spokane, Washington.  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: Moody's Assigns 'B2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
first time rated issuer Rocket Software Inc. Moody's also assigned
B1 ratings to the company's proposed first lien debt and Caa1
ratings to the company's second lien facilities. The debt will be
used to refinance existing debt and pay a $260 million dividend to
shareholders. The company is owned by management and private
equity firm Court Square Capital Partners. The outlook is stable.

RATINGS RATIONALE

Rocket Software Inc.'s B2 corporate family rating reflects the
company's relatively small size (approximately $230 million in
revenues, pro forma for recent acquisitions) relative to its
infrastructure software peers, acquisition appetite and aggressive
financial policies. The company has modest organic growth
prospects and the company looks to strategic acquisitions for
growth and improved market position. Although closing leverage is
moderate at closing (just under 4x debt to EBITDA on a Moody's
adjusted basis pro forma for the proposed equity distribution and
recent acquisitions), the company is likely to increase leverage
for future acquisitions or additional equity distributions. The
ratings also consider the company's niche position providing
infrastructure software and tools for mainframe and distributed
markets, longstanding supply relationship with a major OEM
supplier, and relatively high proportion of recurring revenues.
The recurring nature of the company's revenue and cash generating
capabilities of the business should provide a good ability to
service debt even at higher than current levels. While we expect
most acquisitions will be accomplished while keeping leverage well
below 5x, significant debt financed acquisitions or equity
distributions could result in downward rating pressure.

Liquidity is very good post closing based on the company's free
cash flow generating capability, an undrawn $25 million revolver
and cash on hand.

The following ratings were assigned:

Corporate family rating: B2

Probability of default: B2

First lien senior secured revolver due 2017, B1, LGD3 35%

First lien senior secured term loan due 2018, B1 LGD3 35%

Second lien term loan due 2019, Caa1, LGD5 87%

Ratings outlook: stable

The stable ratings outlook reflects our expectation of modest
organic growth, but also accommodates a moderate acquisition
program. The ratings could face downward pressure if the company
pursues a large debt financed acquisition or equity distribution,
particularly if leverage exceeds 5.75x. Given the financial
policies of the company and its relatively small scale, an upgrade
is not likely in the near to medium term.

The debt instrument ratings were determined using Moody's Loss
Given Default Methodology and reflect the instruments relative
position in the capital structure.

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

Rocket Software Inc. is a provider of IT management software
tools. The company, based in Newton, MA, had 2011 with pro forma
revenue of approximately $230 million.


ROCKIES EXPRESS: S&P Lowers Corporate Credit Rating to 'BB'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Rockies Express Pipeline LLC
(REX) to 'BB' from 'BBB-'. The outlook is stable. "In addition, we
assigned a recovery rating of '4' to the issue-level debt, which
indicates our expectation of average (30%-50%) recovery in the
event of a payment default. As of Sept. 30, 2011, REX had about $3
billion of total reported debt," S&P said.

"We base the ratings downgrade on sustained compression in low
natural gas basis differentials, which heightens recontracting
risk primarily in 2019 and to a lesser extent in 2014, combined
with somewhat aggressive financial metrics," said Standard &
Poor's credit analyst William Ferara. "The recontracting risk
could result in substantially lower cash flows when the vast
majority of existing contracts expire in 2019 (with about 10% of
capacity due in late-2014). The emergence of the Marcellus Shale,
which is located very close to the same markets REX is currently
serving, is diminishing the value of shipping gas west to east,
although we recognize that the pipeline could reverse flows (east
to west) to generate more value. We expect debt to EBITDA to
remain at about 6x in the near term based on our calculation,
which in our view is appropriate for the rating. Refinancing risk
also exists for a $500 million debt maturity due in July 2013,
likely resulting in an increase in interest expense."

"We base our corporate credit rating on REX on its stand-alone
credit quality. REX is a limited liability company that was
established as a joint venture to build and operate a natural gas
pipeline that connects the Cheyenne Hub in Colorado to Clarington,
Ohio, with a capacity of 1.8 billion cubic feet per day. The three
owners are Kinder Morgan Energy Partners L.P. (50%; BBB/Stable/A-
2), Sempra Energy (25%; BBB+/Stable/A-2), and ConocoPhillips
(25%; A/ Watch Neg/A-1). An ownership change would not likely
affect our rating on REX because we rate the company on a stand-
alone basis," S&P said.

"The stable outlook reflects our expectation of stable cash flows
and debt leverage metrics due to existing contracts. We expect
basis differentials to remain narrow, however. While the remaining
contract life limits the potential that we will lower the ratings
notably in the near term, we could do so over time if we become
increasingly confident that the narrow basis environment will
cause materially lower recontracting rates in 2019. We could also
lower the ratings if debt to EBITDA is markedly above 6x on
sustained basis. We could raise the rating if the basis
environment notably strengthens for a sustained period and
recontracting risk is perceived to be reduced and debt to
EBITDA improves to about 5.5x," S&P said.


ROOMSTORE INC: Seeks Approval to Replace its Bankruptcy Lender
--------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that RoomStore Inc.
asked the bankruptcy court to allow it to replace the loan that's
funding its Chapter 11 case with a new loan that has slightly
better terms, including an extra $1 million in financing.

                       About RoomStore Inc.

Richmond, Virginia-based RoomStore, Inc., operates a chain of 64
retail furniture stores, including both large-format stores and
clearance centers in eight states: Pennsylvania, Maryland,
Virginia, North Carolina, South Carolina, Florida, Alabama, and
Texas.  It also has five warehouses and distribution centers
located in Maryland, North Carolina, and Texas that service the
Retail Stores.  The Company also offers its home furnishings
through Furniture.com, a provider of internet-based sales
opportunities for regional furniture retailers.  The Company owns
65% of Mattress Discounters Group LLC, which operates 83 mattress
stores (as of Aug. 31, 2011) in the states of Delaware, Maryland
and Virginia and in the District of Columbia.

RoomStore was founded in 1992 in Dallas, Texas, with four retail
furniture stores.  With more than $300 million in net sales for
its fiscal year ending 2010, RoomStore is one of the 30 largest
furniture retailers in the United States.

RoomStore filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case
No. 11-37790) on Dec. 12, 2011, following store-closing sales at
four of its retail stores, located in Hoover, Alabama;
Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore,
Maryland.  Judge Douglas O. Tice, Jr., presides over the case.
Lawyers at Lowenstein Sandler PC and Kaplan & Frank, PLC serve as
the Debtor's bankruptcy counsel.  FTI Consulting, Inc., serves as
the Debtor's financial advisors and consultants.

The Company's balance sheet at Aug. 31, 2011, showed $70.4 million
in total assets, $60.3 million in total liabilities, and
stockholders' equity of $10.1 million.  The petition was signed by
Stephen Girodano, president and chief executive officer.

Liquidator Hilco Merchant Resources, Inc., is represented in the
case by Gregg M. Galardi, Esq., at DLA Piper LLP (US); and Robert
S. Westermann, Esq., and Sheila de la Cruz, Esq., at Hirschler
Fleischer, P.C.

The U.S. Trustee for Region 4 named seven members to the official
committee of unsecured creditors in the case.


RURAL/METRO CORP: S&P Affirms 'B' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' issue-level
rating and '6' recovery rating to Scottsdale, Ariz.-based
Rural/Metro's proposed $95 million senior unsecured note due 2019.
"We also affirmed the 'B' corporate credit rating. We are raising
our senior secured issue-level rating to 'B+' from 'B' and
recovery rating to '2' from '3'. With the two acquisitions, we
have revised our assumed gross enterprise value at default to $375
million from $300 million. Therefore, prospects for recovery in
the event of payment default for the senior secured debt improved
to substantial (70% to 90%) from meaningful (50% to 70%). The
outlook is stable," S&P said.

"The company intends to use the proceeds from the note, in
addition to $20 million of cash equity from the financial sponsor,
to fund the acquisitions of two ambulance providers located in the
West," said Standard & Poor's credit analyst Rivka Gertzulin. "We
expect the transaction to slightly reduce leverage on a pro forma
basis," she added.

"The corporate credit rating on Rural/Metro Corp. incorporates an
expectation that the company will generate low-single-digit same-
contract revenue growth, supplemented by recent acquisition
activity. We expect EBITDA generation to expand from earnings from
newly acquired operations. Still, we are expecting modest
improvement from current fully adjusted leverage, which we
calculate at close to 8x pro forma for the new debt, to about 7x
in fiscal 2012," S&P said.

"Despite the lack of visible significant competitive or
reimbursement pressure in the near term, our stable rating outlook
reflects our expectation that Rural/Metro will remain highly
leveraged as a result of the leveraged buyout. Therefore, a higher
rating is unlikely over the near to medium term, given significant
debt leverage and an aggressive financial policy typical of a
financial sponsor-owned company. We could lower the rating if
liquidity becomes strained, i.e., the company experiences outflows
of cash from operations. While unlikely, this scenario could occur
if margins contract by over 500 basis points and revenue declines
by over 10%, possibly because of significant cuts in reimbursement
rates, and from a spike in uncompensated care or contract losses,"
S&P said.


SAMSON INVESTMENT: Moody's Assigns 'Ba3' Corporate Family Rating
----------------------------------------------------------------
Moody's Investor Services assigned a Ba3 Corporate Family Rating
(CFR) to Samson Investment Company and a B1 rating to its offering
of $2.25 billion senior secured notes due 2020 and 2022. Samson
Investment Company is a wholly owned subsidiary of Samson
Resources Corporation (Samson).  The proceeds of this inaugural
offering will be used to fund a portion of the $7.2 billion
acquisition of Samson by an investor group led by Kohlberg Kravis
Roberts & Co. L.P. (KKR), retiring the bridge financing that
funded the closing of the acquisition in December 2011. The rating
outlook is stable.

RATINGS RATIONALE

"The acquisition of Samson will significantly increase the
company's debt leverage notwithstanding the sponsor's $4.15
billion equity contribution," commented Andrew Brooks, Moody's
Vice President.  "Liquidity, however, appears to remain
sufficiently intact to enable the company to execute on its
strategy of growing its production from its unconventional oil and
liquids-rich gas resource plays, a strategy which will demand
timely execution on the part of management."

Samson's Ba3 Corporate Family Rating reflects its standing as a
moderately-sized, predominantly natural gas producer with acreage
across a number of well known resource plays, but whose
acquisition will recapitalize the company's balance sheet with a
significantly sized debt component.

A private, family owned oil and gas producer established in 1971,
Samson agreed to be acquired in November 2011 for $7.2 billion by
a KKR-led investor group also including Itochu Corporation, and
investment firms Natural Gas Partners and Crestview Partners. The
selling family retained the assets and liabilities associated with
Samson's Gulf Coast and deepwater Gulf of Mexico holdings; this
carve out presented certain data limitations from a period
comparability perspective. At September 30, 2011, pro forma for
the carve out, Samson had 2.33 tcfe (388 million boe) proved
reserves (63% proved developed), 87% of which was natural gas
(including natural gas liquids - NGLs). Samson's daily production
averaged 108 mboe during the quarter ended September 30, 2011,
approximately 88% of which was natural gas.

Notwithstanding the $4.15 billion in sponsor equity funding,
Samson is more highly levered following its acquisition with pro
forma debt to production approximating $33,500 per boe and debt to
proved developed (PD) reserves at $14 per boe, both metrics weak
for a Ba3 rating. By refocusing its drilling budget, Samson
intends to exploit opportunities to grow its liquids production,
further improving cash margins and cash flow, ultimately
generating free cash flow for debt reduction. While the shift to
liquids will likely lead to higher finding and development (F&D)
costs, these costs should be more than offset by higher liquids
margins, maintaining Samson's leveraged full-cycle ratio in the
vicinity of 2x, notwithstanding the higher interest costs to be
incurred. The track into higher production, and production that is
more leveraged to liquids, appears to have good visibility,
enabled by a long-standing conservative management team who will
remain in place, although the redirection and increased pace of
capital spending entail a degree of execution risk.

Given the private equity nature of Samson's new ownership and the
extent of the equity investment made by the KKR group, we can
appreciate that Samson's cash flows could be pressured to fund
dividends and/or returns of capital to its new owners. However,
the sponsors have articulated the view that cash from operations
over the near term will be used to fund an increased capital
spending program intended to facilitate higher liquids production,
a funding strategy which we expect to see carried out. Similarly,
the sponsors have not indicated a desire to further lever Samson
in order to debt-finance dividends or distributions, and Moody's
does not see structural deficiencies that would overtly afford
equity to do so.

The stable outlook is based on our expectation that Samson will
execute on its plan to grow production, improving its leverage
metrics on a relative basis by doing so, and that increased
liquids production as a component of overall production will
expand cash operating margins sufficiently to more than offset
higher F&D costs and interest expense.

While the extent of Samson's initial leverage on production and PD
reserves would preclude an upgrade in the near term, a ratings
upgrade could be considered if debt on production declined to a
sustained $25,000 per boe and debt to PD reserves dropped under $8
per boe. Moreover we would expect the company's competitive cost
structure to remain intact, such that a leveraged full-cycle ratio
approximating 2x is maintained. Failure to consistently de-lever
the company's balance sheet from year-end 2011 levels or to grow
liquids production to the extent anticipated could prompt a
downgrade. Payment of a dividend or cash distribution inconsistent
with the sponsors' stated intent to utilize cash flow to fund its
capital spending could also prompt a ratings downgrade.

The B1 rating on the $2.25 billion of senior notes reflects both
the overall probability of default of Samson, to which Moody's
assigns a PDR of Ba3, and a loss given default of LGD5 (75%).
Samson has a $2.25 billion secured borrowing base revolving credit
facility, of which $1.345 billion is drawn. Its senior unsecured
notes are subordinate to the senior secured credit facility's
priority claim to the company's assets. The size of the potential
senior secured claims relative to Samson's outstanding senior
unsecured notes results in the senior notes being rated one notch
beneath the Ba3 CFR under Moody's Loss Given Default Methodology.

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


SAMSON RESOURCES: S&P Assigns 'B+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Tulsa, Okla.-based Samson Resources Corp.
(Samson).  The outlook is positive.

"At the same time, we assigned a 'B' issue rating (one notch lower
than the corporate credit rating) to Samson Investment Co.'s
proposed $2.25 billion senior unsecured notes. We assigned a '5'
recovery rating to the notes, indicating our expectation of a
modest (10% to 30%) recovery in the event of a payment default,"
S&P said.

"Proceeds from the transaction will be used to repay its bridge
facility related to the acquisition of the company by its buyout
sponsors (a group consisting of Kohlberg Kravis Roberts (KKR),
Natural Gas Partners, Crestview Partners, and Itochu Corp.), as
well as for general purposes," S&P said.

"The ratings on Samson reflect its significant exposure to very
weak natural gas prices, aggressive debt leverage, and its weak
profitability metrics," said Standard & Poor's credit analyst Marc
D. Bromberg. "The ratings also reflect the company's relative size
and scale, a favorable cost structure, and sizeable resource
acreage positions. Samson is owned by private equity firms
Kohlberg Kravis Roberts (KKR), Natural Gas Partners, Crestview
Partners, and Itochu Corp. Private equity ownership raises the
risk, in our view, that Samson could adopt a more aggressive
drilling program, potentially adding meaningfully to current debt,
to grow reserves and production prior to a monetization of their
stake."

"The positive outlook reflects Samson's good prospects for liquids
growth, given its spending program that will focus on oil and NGL
plays, including the Bakken Shale and Granite Wash. If the company
can execute successfully in these plays, by maintaining good
lifting costs and mitigating downtime, we could foresee leverage
trending to below 3.75x in fiscal 2013, which we consider to be
appropriate for an upgrade to 'BB-'. We could lower the rating
to 'B' if Samson's run-rate leverage exceeds 4.5x," S&P said.


SAND SPRING: Taps Walker Truesdell as Independent Agent
-------------------------------------------------------
Sand Spring Capital III, LLC, et al., ask the U.S. Bankruptcy
Court for the District of Delaware for permission to employ:

  (i) Walker Truesdell Roth & Associates as independent agent of
      certain debtors designated as "Onshore Debtors", namely Sand
      Spring Capital III, LLC, CA Core Fixed Income Fund, LLC, CA
      High Yield Fund, LLC, CA Strategic Equity Fund, LLC and Sand
      Spring Capital III Master Fund, LLC; and

(ii) Hobart G. Truesdell as an independent director of the
      Offshore Debtors, namely CA Core Fixed Income Offshore,
      Ltd., CA Core High Yield Offshore Fund, Ltd., CA Strategy
      Equity Offshore Fund, Ltd. and Sand Spring Capital III, Ltd.

The Independent Fiduciaries will, among other things:

   a) execute, verify and file, or cause to be filed, all
      petitions, schedules, lists, motions, applications
      and other papers or documents that are required by
      applicable law or regulation or which the Independent
      Fiduciaries deem reasonable, expedient convenient
      necessary or proper in connection with the Chapter 11
      cases;

   b) employ individuals and/or firms as professionals,
      consultants or financial advisors to the Debtors; and

   c) take such actions and execute and deliver such
      certificates, instruments, guaranties, notices and
      documents as may be required or which the Independent
      Fiduciaries may deem reasonable, advisable, expedient,
      convenient, necessary or proper to carry out the
      intent and purpose of the Bankruptcy Resolutions.

WTR will be compensated based on the actual time expended by its
employees on matters related to the Debtors.  With respect to
Mr. Tuesdell's service as Independent Director, time will be
separately invoiced.  Time will be billed at these hourly rates:

      Hobart Truesdell               $375
      Sharon Roth                    $350
      Robert Kleinman                $350
      Other Professionals            $300
      Paraprofessionals            $100-$150

The Independent Fiduciaries will be reimbursed for reasonable and
documented out-of-pocket expenses.

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

                   About Sand Spring Capital III

Sand Spring Capital III, LLC, filed a Chapter 11 petition
(Bankr. D. Del. Case No. 11-13393) on Oct. 25, 2011 in Delaware.
Affiliates, Sand Spring Capital III, LLC, CA Core Fixed Income
Fund, LLC, CA Core Fixed Income Offshore Fund, Ltd., CA High Yield
Fund, LLC, CA High Yield Offshore Fund, Ltd., CA Strategic Equity
Fund, LLC, CA Strategic Equity Offshore Fund, Ltd., Sand Spring
Capital III, Ltd., Sand Spring Capital III Master Fund, LLC,
sought Chapter 11 protection on the same day.


SERVICEMASTER CO: S&P Rates $400-Mil. Sr. Unsec. Notes at 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' senior
unsecured debt rating to Memphis, Tenn.-based The ServiceMaster
Co.'s proposed $400 million unsecured senior notes due 2020. "In
addition, we assigned our 'B+' senior secured debt rating to the
company's new $240 million tranche C revolving credit facility
maturing in January 2017. The recovery rating on the unsecured
notes is '5', indicating our expectation of modest recovery (10%-
30%) to noteholders in the event of a default. The recovery rating
on the secured revolver is '2', indicating our expectation of
substantial recovery (70%-90%)," S&P said.

"We expect the new financing transactions to be leverage neutral,
as proceeds from the unsecured notes will be used to redeem a
portion of the outstanding 10.75% senior unsecured toggle notes
due 2015. In addition, the new $240 million tranche C of the
revolving credit facility extends the maturity date for a portion
of the existing credit facility to 2017; the total amount of the
credit facility has increased slightly to $447.6 million (was
$442.5 million). The company had approximately $3.9 billion of
reported debt outstanding as of Sept. 30, 2011," S&P said.

"Our ratings on ServiceMaster reflect our assessment that the
company has a 'highly leveraged' financial risk profile and 'fair'
business risk profile. Our view of the company's business risk
profile reflects the sensitivity of a majority of its businesses
to a weak economy and reduced consumer spending, and its exposure
to unfavorable weather in two of its key business segments. Still,
ServiceMaster benefits from its business positions in its
fragmented and competitive end markets, which have historically
translated into good cash flow generation from a fairly diverse
portfolio of services," S&P said.

Ratings List
The ServiceMaster Co.
Corporate credit rating                       B/Stable/--

Ratings Assigned
The ServiceMaster Co.
Senior secured
  $240 mil. revolver tranche C due 2017        B+
    Recovery rating                            2
Senior unsecured
  $400 mil. notes due 2020                     B-
    Recovery rating                            5


SINO-FOREST: Independent Committee Releases Final Report
--------------------------------------------------------
Sino-Forest Corporation disclosed that it is publicly releasing
the Final Report of the Independent Committee of the Company's
Board of Directors.

On June 2, 2011, in response to a report issued by Muddy Waters,
LLC, the Board of Directors appointed a committee of independent
directors to examine the allegations in the MW Report, and report
back to the Board of Directors.

Prior Reports of the Independent Committee

On Aug. 11, 2011, the IC delivered its First Interim Report to the
Board of Directors.  On Nov. 14, 2011 the IC delivered its Second
Interim Report to the Board.  The findings of the IC, as set out
in the two reports, were described in a press release issued by
the Company on Nov. 14, 2011.  At the same time, redacted versions
of the two reports were filed on SEDAR and posted on the Company's
web site.

With the delivery of its Second Interim Report to the Board, the
IC believed its work was substantially complete, but indicated
there remained certain further steps it intended to take as
follows: (i) review the information and analysis which it had
recently received from Management relating to certain relationship
issues; (ii) in cooperation with Management, engage an independent
valuator to conduct a valuation process with a scope and
parameters acceptable to the IC; (iii) take such other steps as
the IC, in its judgment, deemed advisable in the discharge of its
mandate; and (iv) submit its final report and recommendations to
the Board.

Agreement with Noteholders to Disclose Final Report by January 31,
2012

On Jan. 12, 2012, Sino-Forest announced that holders of a majority
in principal amount of its Senior Notes due 2014 and its Senior
Notes due 2017 agreed to waive any defaults arising from the
Company's failure to release its 2011 third quarter financial
results on a timely basis.  As disclosed in the Company's January
12, 2012 press release, pursuant to the waiver agreements, the
Company agreed that the IC would deliver its final report and that
such report would be made public by Jan. 31, 2012.

Final Report of the Independent Committee

Although there remain outstanding issues that have not been fully
answered, in light of the Company's contractual commitment to its
noteholders that the IC deliver its Final Report to the Board by
Jan. 31, 2012, and the IC having concluded that that the work of
the IC is now at the point of diminishing returns, the IC has
delivered its Final Report to the Board.

(a) Relationship Issues

As described in the Final Report, while the IC has reviewed
information and analysis received from Management relating to
certain relationship issues, including additional information
received following the Second Interim Report, for the reasons
described in the Final Report the IC is not able to reach
definitive conclusions regarding the relationship issues under
consideration.

(b) Area Verification Test of a Forest Asset Sample

Subsequent to the release of the Second Interim Report, the IC
requested that an independent forestry expert undertake a proof of
concept exercise to determine if two compartments in particular
purchase contracts could be located and quantified by such party.
A "compartment" is a forestry term used to indicate an area of
trees, usually contiguous.  The Company retained Stewart Murray
(Singapore) Pte. Ltd. ("Stewart Murray") and Indufor Asia Pacific
Limited ("Indufor") as third-party consultants (collectively, the
"Consultants").

The proof of concept exercise was confined to two compartments.
The selection criteria limited the sample to purchased timber
assets located in Yunnan province.  The candidate assets were
acquired prior to the allegations in the MW Report.  They were
listed as being held by British Virgin Island entities and not by
Wholly Foreign Owned Enterprise entities.

At the IC's request, the Consultants selected a shortlist of 10
possible compartments meeting the criteria above, avoiding any
prospect that the sampling involved personnel from the Company.
Multiple county forestry bureaus were represented in the
shortlist, and the IC made the final selection of compartments to
ensure more than one county forestry bureau was represented.

One of the selected compartments, Compartment 11, was located in
Jianchuan County, near the township of Ma-teng, within the
jurisdiction of the Jianchuan County Forest Bureau. It had a
stated area of 1145 mu (76.3 hectares).  The second, Compartment
44, was in Heqing County, near the township of Beiya, within the
jurisdiction of the Heqing County Forest Bureau.  It had a stated
area of 957 mu (63.8 hectares).

Within the proof of concept exercise, the maps of the two
compartments were provided by the Company to Indufor, which were
borrowed by the contracted survey company from forestry bureaus.
These showed the extent of each compartment's boundary that
corresponded to those in surveys related to the purchase
contracts.  The Consultants then geo-referenced and digitized
these boundaries, and entered them into a Geographic Information
System.  The Consultants located and physically inspected the two
forest compartments.  The inspection procedure included
documenting certain qualitative characteristics of each
compartment.  The Consultants confirmed that the compartments were
forested, but did not undertake an assessment of standing timber
volume.

The geo-referenced compartment boundaries were superimposed on
recent high resolution satellite imagery and this allowed
measurement of each compartment's forest cover.  This process
allowed the removal of areas lacking forest cover from the
assessment of compartment net stocked area.

The analysis and findings from the area verification test are
limited solely to the two compartments that were the subject of
the proof of concept exercise.  While the Company plans to broaden
its area verification to other Sino-Forest forestry assets, as
described below, no extrapolation of the findings to Sino-Forest's
broader forestry assets is possible or is implied.

(c)Engagement of Consultants to Verify and Value Company's
Forestry Assets

As a proof of concept study, the area verification exercise was
successful subject to the provision of maps meeting certain
standards.

This Consultants' engagement will now expand to include a
verification and validation process of the key components that
underpin forest value.  The exercise will involve a highly
structured process that will, over time, systematically assess the
area of forest cover and merchantable volume across the Sino-
Forest estate.

The Company has also engaged Stewart Murray to assist the Company
in compiling a full forest description and implementing a forest
asset valuation framework.  Stewart Murray will work in
cooperation with the Company to value its forest assets as at
Dec. 31, 2011.

Independent Committee to Cease its Investigative Activities

The Board of Directors has adopted a resolution instructing the IC
to cease its investigative, review and oversight activities. Any
issues that remain outstanding, as identified in the Final Report
or earlier reports of the IC, will be referred to the Audit
Committee or Special Restructuring Committee.

Class Action Commenced Against Sino-Forest in the United States

On Jan. 27, 2012, a class action was commenced against Sino-Forest
and other defendants in the Supreme Court of the State of New
York, U.S.A.  The complaint alleges that the action is brought on
behalf of persons who purchased Sino-Forest shares on the Over-
the-Counter market and on behalf of non-Canadian purchasers of
Sino-Forest debt securities.  The quantum of damages sought is not
specified in the complaint.  The Company intends to vigorously
defend the action.

                     About Sino-Forest Corp.

Sino-Forest Corporation -- http://www.sinoforest.com/-- is a
commercial forest plantation operator in China.  Its principal
businesses include the ownership and management of tree
plantations, the sale of standing timber and wood logs, and the
complementary manufacturing of downstream engineered-wood
products.  Sino-Forest also holds a majority interest in
Greenheart Group Limited, a Hong-Kong listed investment holding
company with assets in Suriname (South America) and New Zealand
and involved in sustainable harvesting, processing and sales of
its logs and lumber to China and other markets around the world.
Sino-Forest's common shares have been listed on the Toronto Stock
Exchange under the symbol TRE since 1995.

Sino-Forest disclosed mid-January 2012 that holders of a majority
in principal amount of its Senior Notes due 2014 and its Senior
Notes due 2017 have agreed to waive the default arising from the
Company's failure to release its 2011 third quarter financial
results on a timely basis.

Pursuant to the waiver agreements, the Company has agreed to make
the US$9.775 million interest payment on its 2016 Convertible
Notes that was due on Dec. 15, 2011.  The Company also has agreed
to continue to pay when due interest on the Convertible Notes due
2013 and 2016 and on the Senior Notes due 2014 and 2017.


SMART & FINAL: Moody's Confirms 'B3' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service confirmed the B3 corporate family rating
and probability of default rating of Smart & Final Holdings
Corporation. Moody's also confirmed the B3 rating of the first
lien term loans, the Ba2 rating of the ABL revolving credit
facility and the Caa1 rating of the second lien term loans. The
outlook is positive. These rating actions conclude the review
initiated on October 28, 2011.

"The repayment of the principal outstanding under the CMBS credit
facility through proceeds from sale leaseback transactions
improves liquidity and removes the downward rating pressure caused
by the looming maturity of the CMBS credit facility", Moody's
Senior Analyst Mickey Chadha stated.

RATINGS RATIONALE

The B3 Corporate Family Rating continues to reflect Smart &
Final's high leverage, regional concentration, and challenging
geographic and demographic markets. The ratings also recognize the
company's good liquidity, the potential benefits of the company's
diversification efforts and new management initiatives.

These ratings are confirmed and point estimates updated:

Smart & Final Holdings Corporation

Corporate Family Rating of B3;

Probability of Default Rating of B3.

Smart & Final Stores LLC

$47 million First Lien Term Loan maturing May 2014 at B3 (LGD 3,
46% from LGD 3, 49%);

$119 million First Lien Term Loan maturing May 2016 at B3 (LGD 3,
46% from LGD 3, 49%);

$125 million Asset-Based Revolving Credit Facility maturing June
2016 at Ba2 (LGD 2, 17% from LGD 2, 17%);

$138 million Second Lien Term Loan maturing November 2016 at Caa1
(LGD 5, 73% from LGD 5, 76%);

$2 million Second Lien Term Loan maturing November 2014 at Caa1
(LGD 5, 73% from LGD 5, 76%).

The positive outlook reflects Moody's view that Smart & Final's
funded debt levels will not change materially and the improving
economy along with new management initiatives in price
optimization, cost savings and product offerings should improve
operating performance over the near to medium term. The outlook
also incorporates our expectation that debt/EBITDA will be
sustained below 5.5 times.

Ratings could be upgraded should the company maintain good
liquidity and demonstrate improvements in profitability and
operating margins. Quantitatively, an upgrade could be achieved if
debt to EBITDA is sustained below 5.5 times and EBITA to interest
sustained in excess of 1.5 times.

Ratings could be downgraded if the company's liquidity
deteriorates or if operating performance deteriorates as evidenced
by decline in same store sales growth and profitability. Ratings
could also be downgraded if the company's consolidated EBITA to
interest falls below 1.25 times, or if debt/EBITDA is sustained
above 6.0 times.

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

Smart & Final Holdings Corp, (S&F) headquartered in Commerce,
California, operates 247 non-membership warehouse club stores
serving retail and commercial customers in six western states and
northern Mexico under the Smart & Final and Cash & Carry banners.
The company is privately held by an affiliate of Apollo Management
and was acquired by Apollo in 2007.


SOLYNDRA LLC: To Abandon Thousands of Contaminated Assets
---------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that shortly after a
television news station broadcast the dumping of glass tubes at a
Solyndra LLC plant, the company is moving to abandon thousands of
additional tools and solar-panel components.

                      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.


SOMERSET PROPERTIES: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Somerset Properties, L.C.
        3214 North University Avenue, #615
        Provo, UT 84604

Bankruptcy Case No.: 12-20923

Chapter 11 Petition Date: January 26, 2012

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: R. Kimball Mosier

Debtor's Counsel: Alan L. Smith, Esq.
                  1169 East 4020 South
                  Salt Lake City, UT 84124
                  Tel: (801) 262-0555
                  Fax: (801) 262-3009
                  E-mail: Alanakaed@aol.com

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

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

A copy of the list of six largest unsecured creditors is
available for free at http://bankrupt.com/misc/utb12-20923.pdf

The petition was signed by Gary R. Brinton, manager.


SPANISH BROADCASTING: Moody's Rates 1st Lien Notes at 'Caa1'
------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating and LGD3 -- 47%
assessment to Spanish Broadcasting System, Inc.'s proposed $275
million 1st Lien Senior Secured Notes. The new debt issuance and a
portion of cash balances will be used to refinance existing $303
million of outstanding 1st Lien sr secured term loans which mature
in June 2012. In addition, Moody's affirmed the Caa3, LGD6 -- 99%
rating on the 10.75% Series B Preferred Stock, the Caa1 Corporate
Family Rating (CFR) and the Caa1 Probability of Default Rating
(PDR). Moody's also assigned a Speculative Grade Liquidity (SGL)
Rating of SGL-3 and the rating outlook is stable.

Assignments:

   Issuer: Spanish Broadcasting System, Inc.

   -- $275 million 1st Lien Senior Secured Notes: Assigned Caa1,
      LGD3 -- 47%

   -- Speculative Grade Liquidity Rating: Assigned SGL-3

Unchanged:

   Issuer: Spanish Broadcasting System, Inc.

   -- Corporate Family Rating: Affirmed Caa1

   -- Probability of Default Rating: Affirmed Caa1

   -- 10.75% Series B Preferred Stock ($112 million outstanding
      including $19.4 million of dividends): Affirmed Caa3, LGD6 ?
      - 99%

Outlook Actions:

   Issuer: Spanish Broadcasting System, Inc.

   -- Outlook is Stable

To be withdrawn upon the close of the proposed transaction:

   Issuer: Spanish Broadcasting System, Inc.

   -- $303 million outstanding 1st lien sr secured term loan B due
      June 2012: Caa1, LGD4 -- 50%

RATINGS RATIONALE

Spanish Broadcasting's Caa1 corporate family rating reflects its
very high debt+preferred stock-to-EBITDA ratio of approximately
8.9x estimated for LTM December 2011 and pro forma for the
transaction (including Moody's standard adjustments) or 6.4x
excluding preferred stock and accrued dividends. Although still
very high, leverage ratios reflect improvement from the prior year
due to consolidated EBITDA growth and lower debt balances. The
proposed $275 million of notes will be used to refinance its term
loan B ($303 million outstanding) which matures in June 2012, and
ratings assume the company is successful in this refinancing.
Ratings also incorporate the potential for at least a portion of
preferred shares being put to the company in October 2013 which
could lead to a Voting Rights Triggering Event thereby limiting
the company's ability to incur debt, make certain restricted
payments, or undertake certain mergers or consolidations. The
inability to incur debt presents incremental refinancing risk for
the proposed notes given that resolution could potentially require
the refinancing of some or all outstanding preferred shares to
address the Voting Rights Triggering Event or potentially require
the sale of assets.

Moody's expects debt+preferred stock-to-EBITDA ratios to improve
modestly by December 2012 reflecting single digit EBITDA growth.
Ratings reflect ongoing media fragmentation, increasing
competition in Spanish language broadcasting from existing and new
competitors (e.g. News Corp.'s recently announced launch of a
Spanish language network), and the cyclical nature of radio and
television advertising demand evidenced by revenue declines
suffered by broadcasters during the recent recession. Ratings are
supported by the company's presence in large Hispanic markets and
expectations for above average population and buying power growth
for Hispanics in the continental US and Puerto Rico. Ratings are
also supported by improved performance of the television segment
and our expectations for this segment to start contributing
positive EBITDA by the end of 2012 bringing overall EBITDA margins
to roughly 34% (including Moody's standard adjustments). Although
the company has radio and TV assets in certain of the largest
MSA's, including Los Angeles and New York, ratings are constrained
by its dependence on three markets for 61% of total revenues.
Despite the absence of a revolver facility, liquidity is expected
to be adequate over the next 12 months, and we believe the company
will carry a minimum $15 million of balance sheet cash and
generate roughly 2% free cash flow-to-debt ratios despite higher
cash interest payments under the proposed notes. In a scenario in
which the company is not able to refinance its existing credit
facilities as currently proposed, liquidity would be weak given
the June 2012 maturity of the Term Loan B. Beyond our 12 month
liquidity horizon, the company will need to address the potential
that at least a portion of its preferred shares will be put to the
company at the earliest date (October 2013).

The stable outlook reflects the term loan B being refinanced, as
proposed, and our expectation that management will succeed in
executing its plan to eliminate losses for the TV segment. The
outlook also incorporates our view that the company will generate
low single-digit percentage free cash flow-to-debt ratios
resulting in modest improvements in net debt+preferred stock-to-
EBITDA ratios over the rating horizon.

Ratings could be downgraded if the company does not refinance its
term loan B prior to the June 2012 maturity, as proposed, or if
its TV segment continues to generate EBITDA losses leading to
margin pressure. Ratings could also be downgraded if debt-to-
EBITDA ratios do not improve from current levels, liquidity
deteriorates, or the company no longer generates positive free
cash flow. Very high leverage limits upward ratings momentum;
however, ratings could be upgraded if the TV segment starts
generating positive EBITDA, the company maintains adequate
liquidity with low single digit free cash flow-to-debt ratios, and
management provides assurances that resolution of the preferred
share put will maintain debt-to-EBITDA ratios consistent with a
higher rating.

The principal methodology used in rating Spanish Broadcasting was
the Global Broadcast Industry Methodology published in June 2008.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Spanish Broadcasting System, Inc., headquartered in the Coconut
Grove section of Miami, FL, owns and/or operates 21 radio stations
(88% of FY2010 revenue) as well as MegaTV, a television operation
(12% of FY2010 revenue) with affiliation and distribution
agreements throughout the continental U.S. and Puerto Rico. Both
radio and television stations target Hispanic audiences. The
company also operates LaMusica.com, Mega.tv and its radio station
websites providing bilingual content related to Latin music,
entertainment, and news. Spanish Broadcasting's Chairman,
President and CEO, Raul Alarcon, Jr., owns 32.5% of the economic
interest in the company and controls approximately 83% of voting
power through a dual class share structure. In addition, CBS
Corporation owns approximately 10.5% of the economic interest in
the company with remaining shares being widely held. Revenues for
the twelve months ended September 30, 2011 totaled approximately
$138 million.


SPANISH BROADCASTING: S&P Rates Secured First-Lien Notes at 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Coconut Grove, Fla.-
based Spanish Broadcasting System Inc.'s (SBS) proposed senior
secured first-lien notes due 2017 our issue-level rating of 'B-'
(at the same level as the 'B-' corporate credit rating on the
company). "The recovery rating on this debt is '3', indicating our
expectation of meaningful (50% to 70%) recovery for lenders in the
event of a payment default. The company plans to use the proceeds
of the notes issuance, along with roughly $54 million of cash from
its balance sheet, to refinance its existing term loan due 2012,"
S&P said.

"In addition, we revised our recovery rating on the company's
existing secured debt to '3' from '4' (indicating 30% to 50%
recovery expectations), based on our revision of the emergence
multiple used in our recovery analysis. The issue-level rating on
this debt remains at 'B-' as per our notching criteria (issue-
level ratings are not notched from the corporate credit rating for
either a '3' or '4' recovery rating). We would expect to withdraw
our ratings on this debt once the refinancing is completed," S&P
said.

"At the same time, we affirmed our 'B-' corporate credit rating on
the company. The rating outlook is negative. We would revise the
outlook to stable on successful completion of the proposed
transaction," S&P said.

"Our 'B-' rating on SBS reflects our expectation that EBITDA
coverage of cash interest pro forma for the transaction would be
very thin, and that discretionary cash flow would only be modestly
positive in 2012 on account of higher interest expense," said
Standard & Poor's credit analyst Michael Altberg.

"We consider the company's business risk profile as 'vulnerable'
(as per our criteria) based on the cyclicality of advertising
demand, SBS's significant cash flow concentration in a few large
U.S. Hispanic markets, competition from much larger rivals, and
continued (albeit narrowing) losses at MegaTV. These factors more
than offset the company's healthy EBITDA margins and favorable
Hispanic demographic trends," S&P said.

"SBS's financial risk profile is 'highly leveraged,' in our view,
because of the company's high pro forma fully adjusted debt
(including preferred stock and accrued dividends) to EBITDA ratio
of 10.2x as of Sept 30, 2011. The 10.75% Series B preferred stock
becomes putable to SBS in October 2013. We believe there is a high
likelihood that, absent asset sales that allow the company to
reduce leverage, it could prove difficult for the company to
redeem the preferred when it is put to the company. Failure to
redeem the preferred would not cross-default to the existing or
new secured debt; however, it would trigger a voting rights event,
which, among other things, would prevent the company from
incurring additional debt. If not remedied, SBS would not be able
to refinance the new proposed notes when they come due in 2017,"
S&P said.

"SBS owns and operates 21 radio stations with significant revenue
concentration in three markets -- New York, Los Angeles, and Miami
-- which are highly competitive markets for Hispanic radio and
general media. Key competition includes affiliates of Univision,
which has significantly greater scale and resources. In addition,
the company owns and operates three TV stations under its MegaTV
network. MegaTV distributes programming through affiliation,
programming, and local marketing agreements to non-owned TV
stations and satellite operators. MegaTV has reduced, but not
eliminated, its EBITDA losses. Given its growth-related
investments in programming and personnel, we expect under our
base-case scenario that operating losses to continue to narrow at
MegaTV, but in our opinion, will most likely remain slightly
negative for full-year 2012," S&P said.


SUMMIT ENTERTAINMENT: Moody's Assigns 'B1' Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating
and B2 Probability of Default Rating to Summit Entertainment LLC,
and a B1 rating to its new $500 million 4.5 year senior secured
term loan. The company was acquired by Lions Gate, Entertainment
Inc. ("Lionsgate") (B2 CFR on review for upgrade) on January 13,
2012, as a result of which it became a wholly owned subsidiary of
Lionsgate. Summit's new term loan was funded at the close of the
transaction and is non-recourse to Lionsgate (exclusive of Summit)
and is secured only by the assets of Summit and its subsidiaries.
Proceeds from the new term loan were used to repay the company's
previous $550 million term loan (which had just over $500 million
of principal outstanding), and its previous $200 million revolving
facility (undrawn at the time of acquisition) was eliminated. The
ratings on Summit's previous credit facilities were withdrawn as a
result of the transaction. The rating outlook is stable.

Assignments:

   Issuer: Summit Entertainment, LLC

   -- Corporate Family Rating, Assigned B1

   -- Probability of Default Rating, Assigned B2

   -- Senior Secured Bank Credit Facility, Assigned B1, LGD 3-40%

Outlook Actions:

   Issuer: Summit Entertainment, LLC

   -- Outlook, Assigned Stable

RATINGS RATIONALE

Summit's B1 Corporate Family Rating (CFR) reflects the inherent
high risk associated with new film production and its modest
library of films, which is a depreciating asset. This is partially
mitigated by the success of the Twilight franchise and significant
expected near term cash flows from the last two sequels in the
series (Breaking Dawn 1 released in November 2011 and Breaking
Dawn 2 expected to release in November 2012). The rating reflects
Moody's expectation that the company will apply a majority if not
all of its cash flows towards debt reduction, supported by strong
credit protections and mandatory cash sweeps in its term loan
agreement, and we expect the company to pay down all of its debt
by the end of its 4.5 year term. The company is highly dependent
on cash flows from the Breaking Dawn films to be able to fully pay
down the term loan, however, there is more certainty on the
performance of its last Twilight film given the strong box office
performance of the franchise's first four films. Based on our
projections, the performance of the company's unreleased films has
a marginal impact on its ability to fully repay the term loan,
although if profitable these films could provide extra cushion.

The terms of the credit agreement are important to the rating,
since they limit leakage of cash flow generation and facilitate
rapid debt reduction, reducing refinancing risk in our view. The
key component is a 75% sweep of net cash flows from Breaking Dawn
1 & 2, which ensures that a majority of up-front, predictable
revenues go towards debt reduction. The terms protect these
significant visible cash flows from the more risky cash flows of
its other unreleased films, as a result of structured asset pools
which do not allow for the cash flows to be netted between
different pools. Other provisions include a 50% excess cash flow
sweep from all other released and unreleased films, mandatory
amortization of $55 million per year (although cash flow sweep
payments will be applied pro-rata towards remaining amortization
payments) and a mandatory prepayment requirement which would
require excess cash balances above specific thresholds to be used
for debt pay down (which would capture some of the residual 25%
cash from Breaking Dawn films and 50% from other films). We note
that the agreement allows for some restricted payments upon 75%
amortization of the loan, which increases risk to the residual
debt beyond fiscal 2014. Moody's notes that expectation of
significant debt pay down by the end of fiscal 2014 (March 31,
2014) and minimizing refinance risk is key to the B1 rating.

Production risk is mitigated as the remaining costs for Summit's
upcoming films (except for Breaking Dawn 2) will be advanced by
Lionsgate, which will bear the risk of any film losses on its
unreleased films. Summit would also benefit from any net profits
from new films beyond its committed slate, and the downside risk
of losses would again be borne by Lionsgate since the credit
agreement does not allow Summit to advance cash generated by its
released and 13 unreleased films towards any further new
production. Since the cash flow sweep from Breaking Dawn and its
released films will remain protected from any losses on its
unreleased films, this reduces the impact of production risk on
the company's ability to fully repay debt and minimizes refinance
risk.

The rating also considers the company's dependence on cash flows
from Breaking Dawn as a source of liquidity. As a result of
Summit's acquisition by Lionsgate, most of its cash balance was
contributed towards the purchase and its $200 million revolving
facility was eliminated. However, this is mitigated to a large
extent by the terms under which it was acquired. Since Lionsgate
will fund all upcoming films' (other than Breaking Dawn 2)
production costs and prints and ads, and most of its released
films are cash flow positive, we do not anticipate the company
will need any additional sources of funding. In addition, its
servicing agreement with Lionsgate will eliminate significant
borrower overhead against film cash flows, in lieu of a variable
fee which will be tied to film performance and will be capped. We
believe that since this was a strategic acquisition by Lionsgate,
as opposed to a private equity transaction, it is more likely to
receive additional support from its parent, if needed.

The stable outlook reflects a balance between the expectation of
strong cash flow from the Twilight franchise and consequent debt
reduction by about 75% by fiscal 2014, and an increase in risk
over time with greater dependence on new film production which may
result in refinancing risk or sale of the library to repay the
expected relatively small amount of residual debt towards the end
of its term. In Moody's view, Lionsgate may decide to repay the
small remaining portion of of outstanding debt if the unreleased
film pool doesn't generate profits. A rating downgrade could occur
if there is credit deterioration at Lionsgate which affects it
liquidity and ability to fund Summits remaining production and
distribution costs, as well as Summit's revenue and EBITDA are
significantly below expectations and the company is not on the
projected pace for debt reduction resulting in cumulative debt
amortization of materially less than 75% by the end of fiscal
2014. A rating upgrade is unlikely in the near term based on the
company's revenue concentration and low visibility on the revenues
in later years which bear higher risk. However, if the company
pays down debt at a more rapid pace due to better than expected
performance of its upcoming films, resulting in more than 85% debt
amortization by the end of fiscal 2014, upward pressure on the
rating could occur.

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

Summit Entertainment LLC, a wholly owned subsidiary of Lions Gate
Entertainment Inc, is engaged in the production and distribution
of motion picture films for theatrical, home entertainment,
television and ancillary markets., and has a small library of
films produced since 2007 which include the Twilight franchise of
5 films (one of which is yet to be released).


T&B DEMOLITION: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: T&B Demolition, LLC
        P.O. Box 177529
        Irving, TX 75017

Bankruptcy Case No.: 12-30502

Chapter 11 Petition Date: January 27, 2012

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

Judge: Stacey G. Jernigan

Debtor's Counsel: Melissa S. Hayward, Esq.
                  FRANKLIN SKIERSKI LOVALL HAYWARD LLP
                  10501 N. Central Expry, Suite 106
                  Dallas, TX 75231
                  Tel: (972) 755-7104
                  Fax: (972) 755-7114
                  E-mail: MHayward@FSLHlaw.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Edward Troost, vice president.


TEE INVESTMENT: Fine-Tunes First Amended Chapter 11 Plan
--------------------------------------------------------
Tee Investment Company filed with the U.S. Bankruptcy Court for
the District of Nevada, on Jan. 6, 2012, a First Amendment to its
First Amended Plan of Reorganization.

Sections 4.1(A), 4.7 and 7.1 of Debtor's First Amended Plan of
Reorganization are amended to delete the existing sections
entirely and replace them as follows:

4.1 Class 1 (WBCMT Secured Claim):

The WBCMT Secured Claim will be treated under the Plan as follows:

(A) Amount of the WBCMT Secured Claim

The amount of the WBCMT Secured Claim will be the lesser of the
value of the  Property determined as of the Confirmation Date (the
"Value as of Confirmation Date") or the WBCMT Note Balance, less
all post-petition pre-confirmation payments made to WBCMT.

4.7 Class 7 (Membership Interests):

All existing membership interests are canceled.  Upon plan
confirmation 100% of the membership interest in the Reorganized
Debtor will be issued to Blackwood Canyon, LLC.

7.1 Contribution From Blackwood Canyon, LLC

This Plan will be funded in part by contributions from Blackwood
Canyon, LLC, a Nevada limited liability company managed by Byron
Topol, the son of Nathan Topol.  The following contributions will
be made in cash by Blackwood Canyon, LLC:

(A) The sum necessary to pay administrative fees in this case
estimated at approximately $100,000.

(B) The sum of $50,000 to Class 6 creditors.  In addition, the
claims of Lakeridge Tennis Club, Inc. ($1,603,701) and Nathan
Topol ($1,389,592) agree to receive no distribution on account of
their claims.

(C) The sum of $300,000 to be applied towards necessary roof
repairs, and other critical repairs that are immediately
necessary,

The total sums to fund the Plan will be deposited into a
segregated trust account prior to plan confirmation, to be
disbursed upon plan confirmation.

A copy of the First Amendment is available for free at:

        http://bankrupt.com/misc/teeinvestment.doc134.pdf

As reported previously in the TCR, the Bankruptcy Court, on
Dec. 22, 2011, entered an amended order approving Tee Investment
Company's First Amended Disclosure Statement as filed in the
Debtor's bankruptcy case on Sept. 9, 2011.

All objections to the Debtor's Amended Plan of Reorganization will
be filed and served upon Debtor's counsel on or before Feb. 20,
2012.

The Debtor will file any responsive pleading to objections to the
Debtor's Amended Plan of Reorganization on or before Feb. 27,
2012.

All ballots for the acceptance or rejection of Debtor's Amended
Plan of Reorganization must be received by Debtor's counsel on or
before March 1, 2012.

The Debtor will file a ballot summary pursuant to Local Rule 3018
on or before March 2, 2012.

The confirmation hearings with be conducted on March 5, 2012, at
2:00 p.m. and will continue to the morning of March 6, 2012. if
necessary.

As reported in the TCR on Sept. 26, 2011, the First Amended Plan
provides that the amount of WBCMT 2006 - C27 Plumas Street, LLC's
secured claim will be the lesser of the value of Lakeridge East
Apartments, located at 6155 Plumas Street, in Reno, Nevada,
determined as of the Confirmation Date or the WBCMT Note Balance.
WBCMT will retain its security interest in the Property.

The WBCMT Secured Claim will bear interest at the rate of 4.25%
per annum from and after the Effective Date, or, in the event of
objection by the Class 1 creditor, other rate as the Court will
determine is appropriate after considering the evidence at the
Confirmation Hearing.  On or before the 15th day of each and every
month, commencing on the 15th day of the next month following the
Effective Date, the Debtor will distribute to WBCMT an amount
equal to the normal amortized monthly payment based upon the WBCMT
Interest Rate and a 30-year amortized mortgage term.

The balance owed on the WBCMT Secured Claim, together with any and
all accrued interest, fees and costs due thereunder, will be paid
on or before 10 years following the Effective Date, or other date
as may be proposed by the Debtor and approved by the court at the
Confirmation Hearing.

The WBCMT Note and the WBCMT Deed of Trust will remain in full
force and effect.

In the event of a default by the Debtor under the Plan, and in the
event Debtor fails to cure the default within 15 business days
after delivery of notice to the Debtor and to Debtor's counsel,
WBCMT will be entitled to enforce all of the terms of the WBCMT
Deed of Trust and the WBCMT Note, in addition to all rights
available under Nevada law, including, without limitation,
foreclosure upon the Property and the opportunity to credit bid
the entire amount of the WBCMT Note at any foreclosure sale.

In the event WBCMT makes a timely election under Section 1111(b)
(2) of the Bankruptcy Code, and the same is allowed by the Court,
then as of the WBCMT Maturity Date, the balance paid to WBCMT will
be the greater of i) the balance owed on the WBCMT Secured Claim
as of the WBCMT Maturity Date; or ii) the WBCMT Note Balance less
the total of all payments received by WBCMT Post Petition.

A full-text copy of the First Amended Disclosure Statement, dated
Sept. 9, 2011, is available for free at:

               http://ResearchArchives.com/t/s?76fc

                        About Tee Investment

Reno, Nevada-based Tee Investment Company, Limited Partnership,
dba Lakeridge Apartments, owns the property known as the Lakeridge
East Apartments, 6155 Plums Street, Reno, Nevada.  The Debtor
filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case
No. 11-50615) on March 1, 2011.  The Debtor estimated its assets
and debts at $10 million to $50 million.

Alan R. Smith, Esq., at the Law Offices of Alan R. Smith, in Reno,
Nev., represents the Debtor as counsel.

Affiliates Lakeridge Centre Office Complex, LP (Bankr. D. Nev.
10-53612), West Shore Resort Properties III, LLC (Bankr. D. Nev.
10-51101), and West Shore Resort Properties, LLC, and (Bankr. D.
Nev. 10-50506) filed separate Chapter 11 petitions.

Attorneys at Armstrong Teasdale represents Terrence S. Daly, the
court-appointed receiver for Tee Investment Company, Limited
Partnership, as counsel.


THORPE INSULATION: 9th Circ. Rejects Insurer's Contract Claims
--------------------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that the Ninth Circuit on
Monday refused to force arbitration in a dispute over whether
Thorpe Insulation Co.'s Chapter 11 reorganization plan, which
established a $600 million trust for asbestos claims, breached a
settlement agreement the company had previously reached with
Continental Insurance Co.

Deciding an issue of first impression for the circuit, a three-
judge panel ruled that only bankruptcy courts have the authority
to determine whether a company breached a contract while setting
up a trust for asbestos claims under Section 524(g) of the
Bankruptcy Code, according to Law360.

                      About Thorpe Insulation

Based in Long Beach, California, Thorpe Insulation Company
supplied and distributed asbestos thermal insulation in Southern
California before about 1972.  The company's products included
pipe and boiler insulation, asbestos cloth and insulating mud.
After 1972, some of Thorpe's operations also involved asbestos and
lead abatement, including repairing insulation that contained
asbestos at commercial and industrial sites.

On or about Dec. 17, 2004, Thorpe's lender, Pacific Funding Group
LLC, sold its collateral at a foreclosure sale to Farwest
Insulation Consulting owned by Eric and David Fults.  Following
the foreclosure, Thorpe ceased operation of its business.  To
date, Thorpe has been subjected to about 12,000 claims and
lawsuits related to asbestos.

Thorpe filed for chapter 11 protection on Oct. 15, 2007 (Bankr.
C.D. Calif. Case No. 07-19271).  Jeremy V. Richards, Esq., and
Scotta E. McFarland, Esq., at Pachulski, Stang, Ziehl & Jones,
LLP, represent the Debtor.

Los Angeles-based Pacific Insulation Company was incorporated in
California by Thorpe on May 23, 2000, to be its wholly owned
subsidiary.  On Oct. 1, 2000, Pacific transferred 100% of its
shares to Thorpe in exchange for Thorpe's materials division
assets.  Thorpe's sole shareholders and board members, Robert W.
Fults and Linda Fults, own 50.1% and 49.9% of Pacific,
respectively.  Pacific is a southwest commercial and industrial
insulation distributor and fabricator with locations in Southern
and Northern California, Arizona, and Nevada.  It provides pipe,
air handling, fire barrier, board and blanket insulation as well
as adhesives, mastics and sealants.  Pacific has never installed
or sold any materials containing asbestos.  It currently has 55
full-time employees.

Pacific filed for chapter 11 petition on Oct. 31, 2007 (Bankr.
C.D. Calif. Case No. 07-20016) due to its alleged asbestos
liability and the failure of Thorpe's insurers to pay asbestos
claims asserted against Thorpe.  John A. Lapinski, Esq., Leslie R.
Horowitz, Esq., and Stephen R. Hyam, Esq., at Clark & Trevithick
represent Pacific in its restructuring efforts.

On Nov. 6, 2007, Pacific's case was jointly administered under
Thorpe Insulation's bankruptcy proceeding.

Caplin & Drysdale, Chartered and Heller Ehrman LLP are co-counsels
to the Official Committee of Unsecured Creditors.

The Debtor's schedules showed $6,499,167 in total assets, and
$52,438,167 in total liabilities.


TOLL BROS: S&P Assigns 'BB+' Rating to $250-Mil. Senior Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue rating
and '3' recovery rating to Toll Bros.' Finance Corp.'s proposed
offering of $250 million of senior notes due 2022. "Our '3'
recovery rating indicates our expectation for a meaningful (50%-
70%) recovery in the event of a default," S&P said.

"The company plans to use proceeds from the offering for general
corporate purposes, which may include the repayment of debt, land
acquisitions, or distressed real estate investments. We expect the
offering to bolster the company's holdings of unrestricted cash
and marketable securities, which together totaled $1.1 billion at
Oct. 31, 2011. Its indirect parent company, Toll Bros. Inc. and
all of its subsidiaries that are guarantors under Toll
Bros.Finance Corp's revolving credit facility, will guarantee the
new notes, which will rank equally with the company's other senior
unsecured obligations," S&P said.

"Our ratings on Pennsylvania-based Toll Bros Finance Corp. and its
parent (together Toll Bros.) largely reflect the homebuilder's
satisfactory business risk profile supported by long-held and
well-located landholdings and a leading market position in the
luxury homebuilding segment. Despite our expectation that the U.S.
housing market recovery will be weaker than we previously
anticipated, we continue to hold the view that Toll Bros. is
better-positioned relative to most homebuilding peers to
eventually achieve sustained profitability. We continue to expect
moderate top-line growth as the company opens new communities and
expands its market share in the luxury housing segment. However,
given our expectations for a protracted housing recovery, we don't
expect Toll Bros.' key credit measures to fully recover to their
stronger, predownturn levels over the next 18 to 24 months. As a
result, we view the company's financial risk profile to be
significant," S&P said.

"Our stable outlook acknowledges the company's strong liquidity
profile, which we expect will enable it to weather another year of
slow sales growth while investing in new communities to develop
its top line and eventually support better earnings. We would
lower our rating if sales trends and profitability measures over
the next 18 to 24 months do not improve materially from current
levels, and debt to EBITDA appears unlikely to approach the 4x-5x
range over this time frame. An upgrade is unlikely over the next
12 months because of our expectation for more muted housing
recovery prospects. However, we would upgrade Toll Bros. if a more
robust housing market recovery enabled Toll to achieve significant
gains in profitability such that credit measures improved to
levels consistent with an intermediate financial risk profile
(i.e., debt-to-EBITDA in the 2x-3x range)," S&P said.

Ratings List

Toll Bros. Inc./Toll Bros. Finance Corp.
  Corporate credit rating                 BB+/Stable/--

RATINGS ASSIGNED

Toll Bros. Finance Corp.
  $250 million senior notes               BB+
Recovery rating                          3


TRANSDIGM INC: Moody's Affirms 'B1' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed Transdigm, Inc.'s Corporate
Family and Probability of Default ratings of B1 as well as the Ba2
instrument rating on the company's senior secured term loan
facility. The term loan facility will be upsized by $500 million
through an accordion feature to finance a portion of the company's
acquisition of AmSafe Global Holdings, Inc. ("AmSafe"), a global
manufacturer of seatbelts for aerospace, military and ground
transportation vehicles. Moody's maintains TransDigm's SGL-1
Speculative Grade Liquidity Assessment indicating an overall very
good liquidity profile. The rating outlook is stable.

RATINGS RATIONALE

The ratings affirmation reflects Moody's expectation that
TransDigm will maintain a credit profile characteristic of the
high end of the single-B rating category, despite a significant
(+10%) increase to funded debt and the lower profitability levels
of AmSafe relative to TransDigm's historical returns. TransDigm's
liquidity position will weaken temporarily, as $250 million of the
$750 million purchase price will be funded through cash on hand.
However we expect that TransDigm will replenish its liquidity in
relatively short order, as the company should maintain steady free
cash flow generation of at least $200 million annually. The
company intends to increase its existing revolving credit facility
to $300 million from $245 million, supporting the very good
liquidity profile. TransDigm's operating margins -- in the 44%-to-
45% range, among the highest of rated aerospace and defense
companies - will likely decline modestly for a sustained period,
post-closing.

AmSafe's business profile has characteristics of TransDigm's
typical acquisition targets. AmSafe is a leading provider of
aviation seat belts in the U.S., with a strong global presence,
and is a sole-source provider to a wide array of airline operators
and lessors. Aftermarket is a stable and significant portion of
total sales. TransDigm's long track record of integrating a
diverse portfolio of specialized aerospace products and platforms
into the company's value-driven strategy (price adjustments
upwards, and cost-driven efficiency improvements) suggests that it
could improve AmSafe's profitability over time. As well, AmSafe's
large and diverse customer base across multiple commercial,
general and military aerospace platforms suggests a steady sales
base and aftermarket revenue stream.

Key credit metrics will weaken somewhat over the near term as a
result of the transaction - particularly leverage (Debt-to-EBITDA)
and returns (EBITA-to-Average Assets). Moody's anticipates
improvements to key credit metrics over the next 12-to-18 months -
notwithstanding the incremental debt to purchase AmSafe, and the
comparatively low earnings base of the target - because
TransDigm's earnings and cash flow generation should continue an
upward trajectory with the favorable commercial operating
environment, and leverage should ultimately move down in line with
the rating category (Debt to EBITDA of around 5.0 times).

Any erosion to operating results as a result of performance
shortfall in integration of AmSafe or a deterioration of the
operating environment could pressure down TransDigm's ratings or
outlook. In particular, Debt-to-EBITDA sustained above 5.5 times
for a meaningful period and Free-Cash-Flow-to-Debt sustained below
2% could drive downward rating pressure. Upwards rating pressure
is not anticipated at the present time. That said, any positive
outlook or rating change would only occur were TransDigm to grow
its earnings base such that Debt to EBITDA was sustained below 4.0
times and Retained Cash Flow to Debt was sustained above 15% in
concert with absolute reduction of debt levels.

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

TransDigm Inc., headquartered in Cleveland, Ohio, is a leading
manufacturer of engineered aerospace components for commercial
airlines, aircraft maintenance facilities, original equipment
manufacturers and various agencies of the US Government. TransDigm
Inc. is the wholly-owned subsidiary of TransDigm Group
Incorporated. Net sales for the last 12 month period ending
September 30, 2011 were approximately $1.2 billion.


TRIDENT MICROSYSTEMS: U.S. Trustee Opposes 2015 Report Delays
-------------------------------------------------------------
BankruptcyData.com reports that the U.S. Trustee assigned to the
Trident Microsystems case filed with the U.S. Bankruptcy Court an
objection to the Debtors' motion for an order granting additional
time to file reports, pursuant to Federal Rule of Bankruptcy
Procedure 2015.3, and granting approval of the reporting
procedures proposed.

The U.S. Trustee explains, "The Debtors assert in the Motion that
to prepare an entity-by-entity cash flow would impose
administrative burdens and expense on them . . . .  However, the
Debtors state that they will be able, in their Rule 2015.3 Report,
to include balance sheets and income statements on an entity-by-
entity basis for each of the Foreign Subsidiaries.  A cash flow
statement is derived from an entity's balance sheet and income
statement. Therefore, if the Debtors can prepare entity-by-entity
balance sheets and income statements, as they say they can, then
they can prepare cash flow statements on an entity-by entity
basis. There is nothing in the Motion that explains why that would
not be the case."

                     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.


TRUMAN LANDSCAPER: Involuntary Chapter 11 Case Dismissed
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee
dismissed the involuntary Chapter 11 case of The Trumann
Landscaper Inc. due the petitioner's failure to appear in court
scheduled hearings.

Leslie D. Coffey filed an involuntary Chapter 11 petition ((Bankr.
E.D. Tennessee Case No. 11-15051) against The Trumann Landscaper
Inc. on Sept. 13, 2011.


TULSI LODGING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Tulsi Lodging LLC
        aka Knights Inn
        15319 Eastex Freeway
        Houston, TX 77396

Bankruptcy Case No.: 12-30603

Chapter 11 Petition Date: January 27, 2012

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: David R. Jones

Debtor's Counsel: Leonard H Simon, Esq.
                  PENDERGRAFT & SIMON L.L.P.
                  2777 Allen Parkway, Ste 800
                  Houston, TX 77019
                  Tel: (713) 737-8207
                  Fax: (832) 202-2810
                  E-mail: lsimon@pendergraftsimon.com

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

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

A copy of the list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/txsb12-30603.pdf

The petition was signed by Daxa B. Patel, member-manager.


TWCC HOLDING: S&P Affirms 'B+' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services revised its 'B+' rating outlook
on Atlanta, Ga.-based cable network company TWCC Holding Corp.,
parent of The Weather Channel, to stable from positive. "We
affirmed the 'B+' corporate credit rating and all related issue-
level ratings on the company's debt," S&P said.

"The outlook change reflects our view that upgrade potential is
deferred over at least the near term, given management changes and
lack of clarity regarding financial policy," explained Standard &
Poor's credit analyst Deborah Kinzer.

"Although the company has reduced leverage through EBITDA growth
over the past year, the company has not repaid any debt other than
its mandatory term loan amortization. With the recent change in
the company's leadership (a new chairman and CEO was named), we
are less certain that the company will reduce and maintain
leverage consistently below our leverage threshold of 5.5x for
TWCC to attain a 'BB-' rating," S&P said.

"Our rating on TWCC Holding Corp. reflects the company's high debt
leverage, business concentration, and limited growth potential
because of its almost full penetration of cable TV households.
Although TWCC has a good EBITDA margin and a solid position in 24-
hour local weather reporting on TV and through interactive and
mobile media, its heavy debt burden limits rating upside, in our
view. We regard TWCC's business risk profile as 'fair' (based
on our criteria), because of The Weather Channel's broad
distribution and high EBITDA margin, notwithstanding its
concentration in commodity content -- weather forecasting -- and
competition with other weather information providers. TWCC's
fairly strong cash flow generating ability underpins our view that
the company has an 'aggressive' financial risk profile, despite
its high debt leverage," S&P said.

"TWCC (The Weather Channel Companies) is the category leader in
providing weather information on TV and the Internet. It reaches
about 100 million cable and satellite TV households, which limits
its growth potential because of almost full penetration of cable
TV households. The company has relatively well-developed online
and mobile businesses, and its weather.com Web site, a top-20 site
by traffic, is accessible by both computer and mobile phone.
Nevertheless, absent unusual weather events, its average audience
ratings are unlikely to increase, and this represents another
obstacle to revenue growth. The company is undiversified in that
it is active only in weather programming and, hence, is subject to
revenue volatility if audience ratings or Web site unique users
drop. The company faces competition from local broadcast second-
digital channels focused on weather information. We view the
company as having a good brand franchise, but a very narrowly
based business," S&P said.

TWCC has a good EBITDA margin compared with many of its cable
network peers'. Growth of ad revenue, which comprises about half
of total revenue, is subject to general economic conditions and
fluctuations in viewership depending on the occurrence of major
weather events. Also, affiliate fee growth could slow, as large
affiliate fee hikes could be more difficult to obtain because of
the cable channel's full subscriber penetration. Moreover, despite
the channel's relatively low subscriber rates at present, a
crowded field of other networks is demanding higher affiliate
fees, and multichannel service operators could resist significant
rate hikes by The Weather Channel. In addition, we see the risk
that increased investment in quasi-entertainment programming, in
an effort to diversify its content, could result in a loss of
strategic focus and viewers," S&P said.


UNITED RETAIL: Avenue Brand Owners in Ch. 11 to Sell to Versa
-------------------------------------------------------------
United Retail Group, owner of the Avenue brand of women's fashion
apparel and a subsidiary of Redcats USA, initiated Chapter 11
proceedings (Bankr. S.D.N.Y. Lead Case No. 12-10405) on Wednesday
to sell the business to Versa Capital Management for
$83.5 million.

United Retail, which filed for Chapter 11 with affiliates, is
pursuing a sale process under Section 363 of the Bankruptcy Code,
under which the sale to Versa Capital will be subject to higher
and better offers at an auction.

Dawn Robertson, CEO of United Retail, said, "Avenue is a great
brand with a unique position in women's specialty apparel and we
are in the process of turning the company around.  With today's
filing, we are seeking relief from disproportionately high costs
for many of our leases that were signed prior to the recession.
Through Chapter 11 relief and a lease renegotiation process, the
turnaround of Avenue can continue, enabling the business to emerge
stronger, with fewer liabilities, and with better store
profitability."

"We have financing in place and hope to complete the process as
quickly as possible while protecting our customers, employees and
suppliers every step of the way."

Judge Stuart M. Bernstein presides over the case.  The judge is
scheduled to go over the Company's requests at a hearing set for
Thursday morning.

The Company's legal advisor is Kirkland & Ellis LLP; its financial
advisor is Peter J. Solomon Company; and its restructuring advisor
is AlixPartners.  Donlin Recano & Company Inc. is the
administrative agent.  Versa Capital's legal advisor is Sullivan &
Cromwell LLP.

                   Versa's Going Concern Offer

United Retail Group has entered into an asset purchase agreement
with an entity controlled by Versa Capital Management, which it
intends to submit to the Court to serve as the "stalking horse"
bid for a Court-supervised auction of the business.

Versa Capital, a private equity firm with significant experience
in revitalizing retail operations, has agreed to buy the company's
assets through the bankruptcy process for cash and the assumption
of certain liabilities.

Versa Capital has agreed to operate Avenue as a going concern
while keeping the majority of Avenue stores open.  The Company has
filed motions to maintain critical vendor relationships and
payments, as well as motions to honor gift cards and the Avenue
loyalty reward program.

The Debtors say that the Versa deal will protect over 4,000 jobs
and ensure maximum creditor recoveries.

The terms of the Versa transaction are as follows:

    * Acquired Assets: Versa will acquire substantially all of the
      Debtors' inventory, the Troy, Ohio distribution facility and
      leases for at least 300 of the Debtors' 433 stores;

    * Versa Cash Payments: Versa will pay (a) DIP financing up to
      $15 million (plus an additional $1.85 million if certain
      letters of credit for workers' compensation are drawn), (b)
      wind-down costs for Avenue's estates up to $2 million, (c)
      $500,000 to holders of unsecured claims, (d) administrative
      and priority claims up to $11.1 million, (e) Redcats Asia
      Ltd. for trade payables up to $2.2 million and (f) certain
      liabilities after closing (including accounts payable that
      are 503(b)(9) claims) up to $4.7 million;

    * Versa Fund Guaranty: Versa will commit to capitalize the
      acquisition vehicle with $13 million at closing and will
      guaranty payment obligations of the acquisition vehicle
      under the APA, up to $35 million;

    * Letters of Credit: Versa is obligated to replace or cash
      collateralize merchandise letters of credit; and

    * Redcats USA Cash Payment: Redcats USA will pay Versa
      $20 million in cash, prorated beginning at closing with
      respect to the number of leases assumed at closing (for
      example, if 200 leases are assumed at closing, Redcats USA
      would make a payment of $13,333,333 at closing).

The sale process is expected to enable a sale of the business to
Versa Capital or to another potential bidder approved by the
Court.  The Company currently anticipates completing the sale
process in an expedited timeframe.

Versa Capital Management, Inc. -- http://www.versa.com/-- is
private equity investment firm with $950 million of committed
capital focused on control investments in special situations
involving middle market companies in a wide variety of industries
throughout the United States.

                   Prepetition Capital Structure

Rochelle Park, New Jersey-based United Retail disclosed assets of
$117.2 million and debt of $67.3 million.  It said that
substantial assets are in Indianapolis, Indiana, New York, New
York, Rochelle Park, New Jersey and Troy, Ohio.

Avenue has a current unsecured balance of $48.5 million to Redcats
USA as of November 22, 2011, for funding provided for Avenue's
operational expenses.  After Redcats stopped funding Avenue's
operations on an unsecured basis, Avenue owed Redcats $9.5 million
for loans provided on a second-lien secured basis.

Avenue owes $11.5 million in letters of credit provided by Wells
Fargo under a revolving asset-backed loan facility from Wells
Fargo.  The Redcats ABL Facility is secured by, among other
things, a first lien on certain current assets of Redcats USA and
its subsidiaries, including Avenue's accounts receivable,
inventory, other payment intangibles and instruments.   The list
of secured creditors shows that Wells Fargo has a total secured
claim of $22.2 million.

The amounts due to Wells Fargo will be rolled into Avenue's
proposed $40 million debtor in possession revolving credit
facility with Wells Fargo.

As of the Petition Date, Avenue owes trade vendors approximately
$23.1 million, approximately $5.8 million of which is entitled to
priority under section 503(b)(9) of the Bankruptcy Code.

                    $40 Million DIP Financing

To provide liquidity during the restructuring process, United
Retail Group has arranged a $40 million Debtor-in-Possession
facility from its existing revolving credit lender, Wells Fargo,
to provide sufficient working capital for Avenue to continue to
operate the business as usual.

The DIP Facility will provide $36 million in initial availability
(after accounting for reserves) to finance the Debtors' operations
throughout these chapter 11 cases.  The Debtors seek to utilize
up to $25 million in availability on an interim basis, of which
$8 million will be used for cash borrowing and $14 million will be
used to open new LOCs or replace LOCs utilized by the Debtors
under the Redcats ABL Facility.

The Debtors expect to pay $6 million to employees within the
30-day period following the Chapter 11 filing.

For the first 30 days following the Chapter 11 filing, the
Debtors expect cash receipts aggregating $23 million and cash
disbursements totaling $31 million.

                   100 Underperforming Stores

The Debtors have asked for court approval to continue paying
product vendors and employees as part of ordinary course business.
The DIP financing will provide ample liquidity to enable a sale
transaction to be consummated.

The Company has sought customary relief from the bankruptcy court
to protect its employees, customers and suppliers during the sale
process, including motions to allow Avenue to continue on a go-
forward basis to pay suppliers under normal terms for goods and
services; to pay its employees in the usual manner and to continue
without disruption their primary benefits; and to continue
customer programs including its gift card, merchandise return,
loyalty and other programs.

Notwithstanding the Chapter 11 filing by the owners, Avenue's
operations, including its 433 stores and its e-commerce site --
http://www.avenue.com/-- are open and serving customers,
according to a company statement.  The Company has 42 stores
located in New York.

Retail store sales account for 85% of Avenue's total sales,
representing approximately $276.9 million in sales for the year
ended Dec. 31, 2011.

But Avenue said in court filings that it has determined that
roughly 100 of its leased stores are chronically underperforming
due to either the location and competitive landscape of the store
or because such stores are currently subject to unfavorable lease
terms.  These leases, most of which are long term, include above-
market rent or certain restrictions (i.e., restrictions on
conducting going-out-of-business sales) that limit Avenue's
flexibility to adjust its lease portfolio as the market changes.

"Indeed, Avenue already began closing 14 stores with near-term
lease expirations," the Debtors said in court filings.

Avenue intends to use the tools available in Chapter 11 to
identify for rejection the leases that are burdensome to its
estates or secure meaningful economic concessions from landlords
to rationalize its lease portfolio, in both cases in consultation
with Versa or any other prospective purchaser of Avenue's
business.

                      Road to Bankruptcy

Avenue employs roughly 4,422 employees, roughly 294 of which are
located at Avenue's corporate headquarters in Rochelle Park, New
Jersey or at the Troy Distribution Facility.  Roughly 4,128
associates work in Avenue's stores, 1,244 of which work on a
fulltime basis and the remainder of which work on a part-time
basis.  Roughly 45 store associates are covered by collective
bargaining agreements.

For the year ended Dec. 31, 2011, Avenue generated $300.6 million
in sales and negative $28.1 million in EBITDA, as compared to
sales and EBITDA for the year ended Dec. 31, 2010 of $313 million
and negative $7 million, respectively.  The decrease in
performance placed a significant strain on Avenue's liquidity.

Ms. Robertson, who joined Avenue as CEO in September 2010, said in
a court filing that Avenue is a strong brand with a loyal customer
base within the growing U.S.  But she said that Avenue has
experienced operating losses driven by sales declines in retail
stores that have not been offset by growth in the online business.

Ms. Robertson added, "Avenue's financial difficulties have been
exacerbated by adverse economic conditions and a number of largely
unsuccessful changes in product pricing and marketing, as well as
a burdensome lease portfolio.  Beginning with the hiring of a new,
highly experienced management team in the second half of 2011,
Avenue has instituted a turnaround plan centered around new brand
positioning, pricing, product, merchandising and marketing
initiatives, as well as rationalizing the company's lease
portfolio. Given the lead time required to implement merchandising
decisions and receive private label products into inventory,
however, Avenue will not begin to see the financial impact of
these new initiatives until Spring 2012 at the earliest."

Ms. Robertson said that although Redcats USA initially acquired
Avenue to strengthen its position in the plus size market, Avenue
was never fully integrated into, and is not core to, the Redcats
USA business platform. Accordingly, Redcats USA directed Avenue to
explore strategic alternatives, including independent third party
financing and a sale of the division.

United Retail recently reconstituted a new Board with members Alan
B. Miller, senior counsel and former senior partner, Weil,
Gotshal, & Manges, and Alan Cohen, chairman of Abacus Advisors.

                   Redcats Not Part of Ch. 11

Multi-channel and web-driven home-shopping retailer Redcats USA is
not of the Chapter 11 filing.  Brands in Redcats' portfolio
include AVENUE, Woman Within, Jessica London, Roaman's, KingSize,
and BrylaneHome sold on OneStopPlus.com, The Sportsman's Guide and
TGW.com - The Golf Warehouse.

John Heaney, Executive Vice President of Redcats USA, said, "We
are happy to have found a buyer and are confident in Versa's plan
to continue re-energizing the Avenue brand.  This sale was part of
a strategic decision by Redcats USA to focus its business online
moving forward, and we are pleased to have found a company that
can continue the turn-around process we envisioned from the
beginning."

To contact Avenue:

    Ketchum
    Mac McNeer
    Tel: (312) 228-6872
    E-mail: mac.mcneer@ketchum.com

To contact Redcats USA:

    SUNSHINE SACHS
    Jesse Derris
    Tel: (212) 691-2800
    E-mail: derris@sunshinesachs.com


UNITED RETAIL: Case Summary & 50 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: United Retail Group, Inc.
        365 West Passaic Street
        Rochelle Park, NJ 07662

Bankruptcy Case No.: 12-10405

Debtor-affiliate that filed separate Chapter 11 petition:

        Debtor                                   Case No.
        ------                                   --------
        Venue Gift Cards, Inc.                   12-10406
        United Distribution Services, Inc.       12-10407
        United Retail Holding Corporation        12-10408
      United Retail Incorporated               12-10409
        United Retail Logistics Operations       12-10410
        Incorporated

Type of Business: United Retail Group, Inc., operates as a
                  specialty retailer of apparel, shoes, and
                  jewelry and accessories.

                  Web Site: http://www.avenue.com/

Chapter 11 Petition Date: Feb. 1, 2012

Court: U.S. Bankruptcy Court
       Southern District of New York

Judge: Stuart M. Bernstein

Debtors'
Counsel:     Paul M. Basta, Esq.
             Marc Kieselstein, P.C.
             Nicole L. Greenblatt, Esq.
             Benjamin J. Steele, Esq.
             KIRKLAND & ELLIS LLP
             601 Lexington Avenue
             New York, NY 10022-4611
             Tel: (212) 446-4800
             E-mail: paul.basta@kirkland.com
                     marc.kieselstein@kirkland.com
                     nicole.greenblatt@kirkland.com
                     benjamin.steele@kirkland.com

Debtors'
Financial
Advisor:     PETER J. SOLOMON COMPANY

Debtors'
Restructuring
Advisor:     ALIXPARTNERS


Debtors'
Claims and
Noticing
Agent:       DONLIN, RECANO AND COMPANY, INC.

Versa
Capital's
Legal
Advisor:     SULLIVAN & CROMWELL LLP

Total Assets: $117.2 million

Total Liabilities: $67.3 million

The petition was signed by Dawn Robertson, chief executive
officer.

United Retail Group, Inc.'s List of Its 50 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Valentine USA Inc.                 Trade Claim        $1,951,846
148 West 37th Street
14th Floor
New York, NY 10018

LF Centennial Pte Ltd              Trade Claim        $1,916,747
10 Raeburn Park
03-08 Block A.
Singapore, 88702

Porta Asiatica Enterprise          Trade Claim        $1,249,505
Room 109
Building #10,
No. 652 Changshou Road
Shanghai, China

Vanity Fair Brands LP              Trade Claim          $793,006
PO Box 75647
Charlotte, NC 28275

Garmex International               Trade Clam           $777,303
Corp
The Cit Group Factoring, Inc.
P.O. Box 1036
Charlotte, NC 28201
Tel: 011-94-74-721209
Fax: 011-94-74-721209

Shuasia Footwear                   Trade Claim          $644,434
Guan Yao Town Nanhai Dist.Lu Plaza
No 25 Su Xian Road
2 Wing Yip St.
Fo Shan City, China

Dolce Vita Intimates LLC           Trade Claim          $514,597
FCC LLC DBA First Capital
P.O. Box 43382
Cincinnati, OH 45264-3382

Tanzara International              Trade Claim          $337,738
1407 Broadway
Suite 1616
New York, NY 10018

Gennaro Inc                        Trade Claim          $317,561
1725 Pontiac Avenue
Cranston, RI 02920

Moda Shoe Ltd                      Trade Claim          $317,435
Tower 6, Suite 3810, 38/F
The Gateway Harbour City
9 Canton Rd.
Tst, Kowloon, Hong Kong

Gelmart Industries Inc              Trade Claim         $309,637
Rosenthal & Rosenthal, Inc.
P.O. Box 88926
Chicago, Il 60695

Ultra Uluslar Arasi Tic V           Trade Claim         $299,997
Tekstil San \.A\.
S Ikitelli Caddesi
Imsan Sanayi Sitesi
Midtown Station Dblok 5 34660ik NY
Ikitelli Istanbul, Turkey

Susan Lawrence                      Trade Claim         $288,992
Wells Fargo Bank N.A.
P.O. Box 403058
Atlanta, GA 30384

Leg Apparel LLC                     Trade Claim         $240,662

Dreamwear Inc                       Trade Claim         $239,705

Acme McCrary Corp                   Trade Claim         $215,362

Fantasia World Inc                  Trade Claim         $214,595

Hi Tech Textile LLC                 Trade Claim         $213,370

Lanco Apparel                       Trade Claim         $206,932

Maidenform Inc d/b/a                Trade Claim         $205,500
Trueform

Advanced Direct, Inc.               Trade Claim         $198,626

The 1721 Group LLC                  Trade Claim         $194,337

Union Apparel Group Ltd             Trade Claim         $180,919

One Step Up Ltd                     Trade Claim         $178,982

ASC Group                           Trade Claim         $160,044

WR 9000 Corp                        Trade Claim         $157,963

Sasha Handbags Inc                  Trade Claim         $146,561

Accutime Watch Corp                 Trade Claim         $145,281

Penbrooke Swimsuits Inc             Trade Claim         $141,905

Simply Swim LLC                     Trade Claim         $141,769

Sarina Accessories LLC              Trade Claim         $139,789

Soho Apparel Ltd                    Trade Claim         $131,360

Brant Screen Craft                  Trade Claim         $129,372

Expressions Lingerie                Trade Claim         $127,028

Mastership Int?l Ltd                Trade Claim         $111,290

Tanya Creations Inc                 Trade Claim         $110,868

IBM                                 Trade Claim         $107,637

Choice Well Int?l Limited           Trade Claim         $105,708

Mikey NYC                           Trade Claim         $104,019

CP International Corp               Trade Claim         $103,134

Lincoln Waste Solutions,            Utility Claim        $91,937
LLC

GMA ACC d/b/a                       Trade Claim          $90,892
Capelli NY

Kline America Inc                   Shipping Claim       $85,859

Ballet Jewels LLC                   Trade Claim          $84,775

International Intimates             Trade Claim          $82,575

NY Style                            Trade Claim          $79,780

Timeless Fashion                    Trade Claim          $76,647

Barganza Inc                        Trade Claim          $65,149

Starwarner Inc                      Trade Claim          $63,392

Miami (Ohio) County                 Tax Claim            $60,931
Treasurer


UNIVISION COMMUNICATION: S&P Keeps 'B+' Rating on Secured Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services' ratings on New York City-based
Univision Communication Inc.'s senior secured notes due 2019
remain unchanged following the company's $600 million add-on,
bringing the aggregate amount of the issue to $1.2 billion. "Our
issue-level rating on the notes remains at 'B+' (one notch higher
than the 'B' corporate credit rating on the company) and the
recovery rating remains at '2', indicating our expectation of
substantial (70% to 90%) recovery for noteholders in the event of
a payment default. The net proceeds of the new notes will be used
to repay a portion of the company's non-extended senior secured
term loan," S&P said.

"The corporate credit rating on Univision is 'B' and the rating
outlook is stable. The 'B' rating reflects the company's steep
debt leverage and weak interest coverage due to its 2007 leveraged
buyout, advertising pricing that is not commensurate with its
audience share, and weak trends in radio advertising. We expect
Univision to able to maintain adequate liquidity, supplemented by
positive discretionary cash flow, despite leverage remaining
very high. We believe that leverage will decline only slightly,
into the 11x to 12x range, over the next couple of years," S&P
said.

Ratings List

Univision Communications Inc.
Corporate Credit Rating              B/Stable/--

New Rating

Univision Communications Inc.
$1.2B sr secd nts due 2019           B+
   Recovery Rating                    2


US SECURITY: S&P Keeps 'B' $345-Mil. Term Loan B Rating
-------------------------------------------------------
Standard & Poor's Ratings Services' ratings on U.S. Security
Associates Holdings Inc.'s first-lien term loan B due 2017 remain
unchanged following a $40 million add-on to the loan, bringing the
aggregate dollar amount to $345 million. "The issue-level rating
on the loan remains at 'B' (at the same level as the 'B' corporate
credit rating on the company) and the recovery rating remains at
'3', indicating our expectation of meaningful (50% to 70%)
recovery for lenders in the event of a payment default," S&P said.

"The corporate credit rating on U.S. Security is 'B' and the
rating outlook is stable. The rating reflects the company's
position as a relatively small player in the highly competitive
contract security officer industry. It also reflects the company's
high leverage, which increased to the high-5x area from around
3.0x following its recent leveraged buyout transaction," S&P said.

Ratings List

U.S. Security Associates Holdings Inc.
Corporate Credit Rating                   B/Stable/--
$345M first-lien term loan B due 2017     B
   Recovery Rating                         3


VALEANT PHARMA: Moody's Lowers Sr. Sec. Debt Rating to 'Ba1'
------------------------------------------------------------
Moody's Investors Service lowered the senior secured debt rating
of Valeant Pharmaceuticals International, Inc. ("Valeant") to Ba1
from Baa3 while assigning a Ba1 rating to Valeant's new senior
secured Term Loan B. At the same time, Moody's affirmed other
ratings of Valeant including the Ba3 Corporate Family Rating, Ba3
Probability of Default Rating and B1 senior unsecured rating.
Proceeds of the new term loan are to reduce revolver borrowings
and for general corporate purposes including acquisitions. The
rating outlook remains negative.

Ratings assigned:

Valeant Pharmaceuticals International, Inc. (parent)

Ba1 (LGD 2, 16%) senior secured term loan B of $500 million due
2019

Ratings lowered:

Valeant Pharmaceuticals International, Inc. (parent)

Senior secured revolving credit facility of $275 million expiring
2016 to Ba1 (LGD 2, 16%) from Baa3 (LGD 2, 13%)

Senior secured term loan A of $1.725 billion due 2016 to Ba1 (LGD
2, 16%) from Baa3 (LGD 2, 13%)

Senior secured delayed draw term loan of $500 million due 2016 to
Ba1 (LGD 2, 16%) from Baa3 (LGD2, 13%)

Ratings affirmed:

Valeant Pharmaceuticals International, Inc. (parent)

Ba3 Corporate Family Rating

Ba3 Probability of Default Rating

SGL-1 Speculative Grade Liquidity Rating

Ratings affirmed with LGD point estimate changes:

Valeant Pharmaceuticals International (subsidiary)

B1 (LGD 5, 71%) senior unsecured notes of $916 million due 2016
from B1 (LGD 4, 69%)

B1 (LGD 5, 71%) senior unsecured notes of $500 million due 2017
from B1 (LGD 4, 69%)

B1 (LGD 5, 71%) senior unsecured notes of $945 million due 2018
from B1 (LGD 4, 69%)

B1 (LGD 5, 71%) senior unsecured notes of $690 million due 2020
from B1 (LGD 4, 69%)

B1 (LGD 5, 71%) senior unsecured notes of $650 million due 2021
from B1 (LGD 4, 69%)

B1 (LGD 5, 71%) senior unsecured notes of $550 million notes due
2022 from B1 (LGD 4, 69%)

RATINGS RATIONALE

"Incremental financial leverage for future acquisitions represents
a continuation of Valeant's aggressive financial policies," stated
Michael Levesque, Moody's Senior Vice President.

Valeant's Ba3 Corporate Family Rating reflects its moderately high
pro forma leverage of approximately 4 times including management's
acquisition synergy targets. The Ba3 rating also reflects the
risks associated with Valeant's aggressive acquisition strategy
including rapid capital structure changes, integration risks and
reliance on future synergies. Valeant's ratings remain supported
by its good size and scale, a high level of product and geographic
diversity, and the lack of any major patent cliffs relative to
other pharmaceutical companies. Further, Moody's expects good free
cash flow generation to continue, but that acquisitions will
remain a priority use of cash flow.

The Ba1 rating on the new senior secured Term Loan B and the
downgrade of existing senior secured credit facilities reflects
the rising proportion of senior debt in the capital structure and
higher loss given default (LGD) and expected loss rates for
Valeant's secured debt. The Ba1 rating on Valeant's senior secured
credit facilities reflects a one-notch override to the Baa3
outcome produced by the LGD methodology to reflect Moody's
expectation that Valeant's secured debt will continue to rise over
time and become a larger proportion of its overall debt.

The expected loss on Valeant's senior unsecured bonds is also
increasing as the result of incremental senior secured debt, but
the new expected loss rate still remains within Moody's ranges for
a B1 rating. Additional secured debt could result in a downgrade
of Valeant's senior unsecured bonds, even if the Corporate Family
Rating remains unchanged.

The negative rating outlook primarily reflects the potential for a
rating downgrade if Valeant's M&A strategy results in higher
financial leverage. Valeant's ratings could be downgraded if
Moody's believes debt/EBITDA will be sustained above 4.0 times or
if other risk factors emerge, such as litigation. Conversely,
Valeant's ratings could be upgraded if Moody's believes
debt/EBITDA will be sustained below 3.5 times while maintaining
good organic growth rates.

The principal methodology used in rating Valeant was Moody's
Global Pharmaceutical Rating Methodology, published in October
2009.

Headquartered in Mississauga, Ontario, Valeant Pharmaceuticals
International, Inc. [NYSE: VRX] is a global specialty
pharmaceutical company formed from the merger of Biovail
Corporation and Valeant Pharmaceuticals International. Total
reported revenues for the twelve months ended September 30, 2011
were approximately $2.3 billion.


VALEANT PHARMA: S&P Cuts Senior Unsecured Debt Rating to 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' issue-level
rating and a '1' recovery rating to Mississauga, Ontario-based
Valeant Pharmaceuticals International Inc.'s proposed $500 million
term loan B due 2019. Proceeds from the term loan B will be used
to replenish its fully drawn revolver and to put cash on the
balance sheet.

"At the same time, we revised the unsecured recovery rating to
'5', from '4' because of the higher amount of secured debt
following issuance of the proposed term loan B. Following the
revision of the recovery rating, we lowered the issue-level rating
on the company's senior unsecured debt to 'BB-', from 'BB'," S&P
said.

"Our BB/Stable/-- rating on Valeant reflects our view that the
company will maintain a 'significant' financial risk profile.
Despite expected acquisition activity, we believe the company will
only commit to acquisitions that do not result in leverage that is
sustained above 4x, in line with that stated financial policy. Its
'fair' business risk profile indicates the potential for
integration issues given the high level of acquisition activity,"
S&P said.

Rating List
Valeant Pharmaceuticals International Inc.

Corporate Credit Rating                   BB/Stable/--

Rating Assigned
Proposed $500 mil. term loan B due 2019  BBB-
Recovery rating                          1

Rating Revised                            To        From
Senior unsecured debt                    BB-       BB
Recovery rating                          5         4


WIMBERLY ASSOCIATES: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Wimberly Associates, General Partnership
        150 Towerview Court
        Cary, NC 27513

Bankruptcy Case No.: 12-00649

Chapter 11 Petition Date: January 26, 2012

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Debtor's Counsel: Jason L. Hendren, Esq.
                  HENDREN & MALONE, PLLC
                  4600 Marriott Drive, Suite 150
                  Raleigh, NC 27612
                  Tel: (919) 573-1422
                  Fax: (919) 420-0475
                  E-mail: aspangler@hendrenmalone.com

Scheduled Assets: $4,559,484

Scheduled Liabilities: $2,089,670

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nceb12-00649.pdf

The petition was signed by Glenn Futrell, partner.


WINDSOR QUALITY: S&P Affirms 'B+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services revised the rating outlook on
U.S.-based Windsor Quality Food Co. Ltd. to negative from stable.
"At the same time, we affirmed our ratings on the company,
including the 'B+' corporate credit rating," S&P said.

"In addition, we affirmed the 'BB-' issue-level ratings on
Windsor's revolving credit and term loan facilities. The recovery
rating remains '2', indicating our expectation for substantial
(70%-90%) recovery for lenders in the event of a payment default,"
S&P said.

"The outlook revision reflects our concern that Windsor will not
be able to maintain at least a 15% cushion on its total leverage
financial covenant during the next 12 months," said Standard &
Poor's credit analyst Bea Chiem.

"Although the company was in compliance with its covenants through
the first nine months of 2011 and maintained at least a 15%
cushion, we believe that the covenant cushion level will tighten
beginning in first-quarter 2012 because of the company's weaker-
than-expected operating performance and recent announcement of a
plant shutdown. We expect that the company was in compliance with
its covenants at calendar year-end December 2011. Through the
first nine months of 2011 ended Oct. 1, 2011, adjusted EBITDA was
roughly 20% below plan and net sales underperformed by about 2.5%.
The EBITDA shortfall was mostly because of high commodity costs,
weaker volumes, and elevated production costs at the company's
Oakland, Miss. plant. In addition, the company's total leverage
covenant will become more restrictive in 2012, with step-downs to
4.5x in the first quarter of 2012 from 4.75x at year-end 2011 and
4.25x in the third quarter of 2012. As a result, we believe that
if operating performance and leverage, as measured by total debt
to EBITDA, do not improve in 2012, the covenant cushion could fall
below 15% during the year," S&P said.


WM. BOLTHOUSE: S&P Affirms 'B' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Wm. Bolthouse Farms Inc. to stable from negative. "At the same
time, we affirmed our 'B' corporate credit rating on the company,"
S&P said.

"We also raised the issue ratings on Bolthouse's revolving credit
facility and first-lien term loan to 'B+' from 'B'. We revised the
recovery rating to '2' from '3', which indicates our expectation
for substantial (70% to 90%) recovery for lenders in the event of
a payment default. We also affirmed our 'CCC+' issue rating on
Bolthouse's second-lien term loan. The recovery rating remains
'6', which indicates our expectation of negligible (0% to 10%)
recovery for lenders in the event of a payment default," S&P said.

"The outlook revision reflects Bolthouse's substantially expanded
cushion under its bank financial covenants, due to improved
operating performance and first-lien term loan prepayments," said
Standard & Poor's credit analyst Jeffrey Burian.

"These factors also contributed to our improved recovery
expectations for the company's first-lien debt. We now consider
the company's liquidity to be 'adequate,'" S&P said.

"Our ratings on Bolthouse reflect our view that the company's
business risk profile is 'vulnerable' and its financial risk
profile is '"aggressive', as defined in our criteria. Key credit
factors we considered in our assessment of Bolthouse's business
profile include the company's narrow business focus on carrots and
super-premium natural beverage categories, as well as its
participation in the highly competitive vegetable, beverage, and
salad dressing markets. We believe the company benefits from good
market positions within its primary niche markets and its
recognized brand name," S&P said.

"The stable outlook reflects our anticipation that the company
will maintain adequate liquidity and not increase leverage
substantially above 5.0x. We could consider an upgrade if
Bolthouse's operating cash flow increases and it achieves and
sustains strengthened credit measures, including a reduction in
leverage to less than 4.0x and an increase in the ratio of FFO to
total debt to a range of 15% to 20%. We estimate an upgrade could
occur in a scenario of midteens percentage sales growth, gross
margin (excluding depreciation and amortization) increasing by 300
basis points or more, and total debt remaining near its current
level. Although less likely in the near term, we could consider a
downgrade if the company's financial policies become more
aggressive, if leverage increases significantly, if operating
performance deteriorates substantially, or if liquidity becomes
constrained," S&P said.


WPCS INTERNATIONAL: Obtains $12 Million Loan from Sovereign Bank
----------------------------------------------------------------
WPCS International Incorporated has obtained a new $12 million
bank credit facility, which replaces the Company's existing credit
facility that expired on Nov. 30, 2011.

The new credit facility is with Sovereign Bank, a subsidiary of
Santander Group, one of the largest banks in the world.  The new
banking line is for a $12 million three-year revolving credit
facility.  Griffin Financial Group LLC, based in King of Prussia,
Pennsylvania, acted as the exclusive financial advisor and
investment banker for this transaction.

Joseph Heater, Chief Financial Officer of WPCS, commented, "We are
pleased to announce the successful completion of this new bank
credit facility with Sovereign Bank.  As WPCS continues to execute
on its strategic development plans, this line of credit provides
an additional source of liquidity for our current working capital
requirements.  We appreciate the confidence that Sovereign Bank
has demonstrated in our company and believe that this new bank
credit facility will serve as a solid foundation for our future
growth."

The loan commitment will expire on Jan. 26, 2015.  The interest
rate applicable to revolving loans under the Credit Agreement is
at LIBOR plus an interest margin initially of 2.75%, which
interest margin could be reduced to 2.25% in the future based on
the Company's Fixed Charge Coverage Ratio on a trailing 12 month
basis.  The Company paid a loan commitment fee of $60,000 and will
pay a monthly unused commitment fee during the term of the Credit
Agreement of 0.375%.  In addition, the Company will pay Sovereign
a collateral monitoring fee of $1,000 per month during the term of
the Credit Agreement and 2.25% per annum on the face amount of
each letter of credit issued by Sovereign.

A full-text copy of the Loan and Security Agreement is available
for free at http://is.gd/KD9INk

                      About WPCS International

Exton, Pennsylvania-based WPCS International Incorporated provides
design-build engineering services that focus on the implementation
requirements of communications infrastructure.  The Company
provides its engineering capabilities including wireless
communication, specialty construction and electrical power to the
public services, healthcare, energy and corporate enterprise
markets worldwide.

The Company's balance sheet at Oct. 31, 2011, showed $51.88
million in total assets, $27.17 million in total liabilities and
$24.70 million in total equity.

As reported by the TCR on Dec. 8, 2011, WPCS International and its
United Stated based subsidiaries, previously entered into a loan
agreement, dated April 10, 2007, as extended, modified and amended
several times, with Bank of America, N.A.  The Company is seeking
alternative debt financing and has conducted discussions with
other senior lenders to replace the Loan Agreement.  The Company
may not be successful in obtaining alternative debt financing or
additional financing sources may not be available on acceptable
terms.  If the Company is required to repay the Loan Agreement,
the Company has sufficient working capital to repay the
outstanding borrowings.


WPCS INTERNATIONAL: Ends Merger Talks with Multiband
----------------------------------------------------
WPCS International Incorporated received notification from
Multiband that it will not pursue the acquisition of WPCS at the
present time.  The $250,000 break up fee in escrow will be
disbursed to WPCS accordingly.  In addition, the WPCS directors
will be meeting to discuss the termination of the strategic
alternatives process that has been underway for over one year.

Andrew Hidalgo, Chief Executive Officer of WPCS, commented, "We
remain on friendly terms with Multiband and recognize that they
are a significant shareholder that wants to support our growth and
success as a company.  We will continue to work on mutually
beneficial business development opportunities together."

                      About WPCS International

Exton, Pennsylvania-based WPCS International Incorporated provides
design-build engineering services that focus on the implementation
requirements of communications infrastructure.  The Company
provides its engineering capabilities including wireless
communication, specialty construction and electrical power to the
public services, healthcare, energy and corporate enterprise
markets worldwide.

The Company's balance sheet at Oct. 31, 2011, showed $51.88
million in total assets, $27.17 million in total liabilities and
$24.70 million in total equity.

As reported by the TCR on Dec. 8, 2011, WPCS International and its
United Stated based subsidiaries, previously entered into a loan
agreement, dated April 10, 2007, as extended, modified and amended
several times, with Bank of America, N.A.  The Company is seeking
alternative debt financing and has conducted discussions with
other senior lenders to replace the Loan Agreement.  The Company
may not be successful in obtaining alternative debt financing or
additional financing sources may not be available on acceptable
terms.  If the Company is required to repay the Loan Agreement,
the Company has sufficient working capital to repay the
outstanding borrowings.


* Weil Survey Says Distress in Retail, Media Sectors Expected
-------------------------------------------------------------
More than 30% of respondents of a recent Weil Gotshal survey
expect distress in the retail (34.90% of respondents) and
media/communications/publishing (30.90% of respondents) sectors,
and least in the insurance, personnel services (both 3.40% of
respondents) and automotive (0% of respondents).  The respondents
polled also expect 2012 to look much the same as 2011.

January's annual Weil Restructuring Outlook Survey, a 10-question
survey in which over 150 restructuring professionals participated
this year, was geared towards drawing out how the restructuring
market viewed the global economic outlook for 2012.

A copy of Weil's article is available at http://is.gd/qzjnFV


* Richards Kibbe's Nastasi Joins Fulbright & Jaworski as Partner
----------------------------------------------------------------
A senior bankruptcy lawyer has joined the international law firm
of Fulbright & Jaworski L.L.P.

Ancela R. Nastasi, previously with Richards Kibbe & Orbe, joins
Fulbright as the head of the New York office's Bankruptcy and
Insolvency practice group. Her extensive experience includes
prominent roles in complex restructuring and chapter 11 cases,
including insolvency and bankruptcy related litigation and
transactions.  Nastasi represents lenders, investors, debtors,
chapter 11 trustees and creditors in matters involving myriad
industries, including financial services, telecommunications,
manufacturing, hospitality and real estate.

"Ancela is an accomplished bankruptcy lawyer with an exceptional
reputation," said Steven B. Pfeiffer, the Chair of Fulbright's
Executive Committee.  "Her experience complements our solid team
of bankruptcy and insolvency lawyers who offer services to clients
in a vast range of industries."

Nastasi focuses on working with her clients to devise innovative
and effective solutions in complex transactions and matters.

"Ancela is accomplished in developing, maintaining and enhancing
critical business relationships," said Louis R. Strubeck, the
Chair of the firm's global Bankruptcy and Insolvency practice
group.  "We are confident that she will be instrumental in
expanding and enhancing our practice's footprint, not just in the
New York market, but nationally and internationally as well."

Nastasi, an Adjunct Professor at New York Law School and frequent
lecturer on restructuring and the chapter 11 process, said the
Bankruptcy and Insolvency practice group's distinguished
reputation nationwide was a major consideration in her decision to
join the firm.

"Fulbright's bankruptcy practice is staffed with nationally-
renowned partners who are leaders in their field," Nastasi said.
"The practice is poised to increase its capabilities here in New
York, and I am eager to be part of such an impressive team."

Nastasi received her J.D. from the University of Pennsylvania Law
School in 1989 and her diploma in accounting and finance, with
merit, from the London School of Economics.  She earned her B.S.
in mathematics, magna cum laude and phi beta kappa, from
Vanderbilt University.

"We are pleased to have Ancela join the New York office and to
having her take on a leading role within the practice group," said
Linda L. Addison, Partner-in-Charge of Fulbright's New York
office.

                   Fulbright & Jaworski L.L.P.

Founded in 1919, Fulbright & Jaworski L.L.P. is a leading full-
service international law firm, with nearly 900 lawyers in 17
locations in Austin, Beijing, Dallas, Denver, Dubai, Hong Kong,
Houston, London, Los Angeles, Minneapolis, Munich, New York,
Pittsburgh-Southpointe, Riyadh, San Antonio, St. Louis and
Washington, D.C. Fulbright provides a full range of legal services
to clients worldwide.


* Macey's J. Umentum Wins Paralegal of the Quarter Award
--------------------------------------------------------
The votes are in and it looks like the newest recipient of 722
Redemption Funding's Paralegal of the Quarter award is Jolene
Umentum of the Macey Bankruptcy Law office in Milwaukee.  This is
an honor that the firm's experienced group of bankruptcy attorneys
say she has more than earned.

The 722 Redemption Funding award recognizes the top performing
paralegal from bankruptcy firms nationwide.  Umentum is being
honored for her commitment to upholding the core values of the
Macey Bankruptcy Law practice, which 722 Redemption Funding took
notice of.  Her hard work, diligence and professionalism exemplify
the pride and dedication that the firm upholds.

The award came as no surprise to bankruptcy attorney Hannah J.
Yancy, who calls Umentum "an integral part" of the team. "Jolene
Umentum has been with Macey Bankruptcy Law for over two years
now," Yancy said. "She is extremely proactive and handles clients
in the most polite and professional manner.  When she sees
problems, she takes them head-on."

Macey Bankruptcy Law offers its sincerest congratulations to
Umentum for her achievement and pledges to maintain the same high
standards and level of dedication throughout all its offices
nationwide.

                     About Macey Bankruptcy Law

Macey Bankruptcy Law is a service of Macey & Aleman.  The firm has
been representing consumer debtors in bankruptcy cases since 1994.
Through tireless hard work, dedication to customer service and
commitment to fair and reasonable fees, Macey Bankruptcy law has
been able to help thousands of hardworking Americans get the debt
relief they need.


* McKool Smith Launches Whistleblower Litigation Practice
---------------------------------------------------------
McKool Smith, one of America's leading trial firms, announced the
joining of prominent qui tam litigators Brent Rushforth and Stuart
Rennert.  The expansion marks the launch of the firm's
whistleblower litigation practice, which focuses on representing
individuals and companies who blow the whistle on fraud committed
against the government.

Both Rushforth and Rennert are based in McKool Smith's Washington,
DC, office.  They will be joined by experienced qui tam
litigators, including Senior Counsel Doreen Klein and associate
David Schiefelbein, who are based in the firm's New York office.

Mr. Rushforth served as Deputy General Counsel of the United
Stated Department of Defense, and is a former Chairman of the
Center for Law in the Public Interest (Los Angeles).  Mr. Rennert
has focused his practice for more than a decade on representing
whistleblowers and governmental entities in high stakes False
Claims Act litigation, and has successfully tried such cases to
verdict.  Previous to that, he served for three years in the
United States Department of Justice, helping lead a team of
lawyers in the United States' civil RICO enforcement action
against the cigarette industry.

"Brent Rushforth and Stuart Rennert are remarkable attorneys with
an impressive track record in qui tam matters, and decades of
experience handling commercial litigation and government
investigations," said Co-founder and Chairman Mike McKool.  "Their
talents and expertise will be extremely valuable to our clients as
we launch our whistleblower litigation practice, and continue to
expand our white collar and commercial litigation capabilities.

"McKool Smith is a serious trial firm," said Brent Rushforth.
"The firm is formidable on both the plaintiff and defense side,
and has a history of litigating against financial institutions.
This provides an ideal platform to build our whistleblower
litigation practice."

"McKool Smith has a national reputation for securing big wins in
high-profile litigation," added Stuart Rennert.  "We look forward
to joining such a distinguished group of trial lawyers."

With more than 170 litigators across offices in California, New
York, Texas, and Washington, DC, McKool Smith has established a
reputation as one of America's leading trial firms. The firm has
won more National Law Journal and VerdictSearch "Top 100 Verdicts"
over the last five years than any other law firm.  McKool Smith
represents leading clients across a broad range of practice areas,
including complex commercial litigation, intellectual property,
bankruptcy, and white collar defense.


* Ex-Prosecutor Joins McDonald Hopkins' White Collar Crime Group
----------------------------------------------------------------
Bruce E. Reinhart, a nationally recognized trial attorney and
distinguished former federal prosecutor, has joined the West Palm
Beach and Miami offices of McDonald Hopkins LLC as a Member in the
business advisory and advocacy law firm's White Collar Crime,
Antitrust, and Securities Litigation Practice.

As both a prosecutor and criminal defense lawyer, Reinhart has
practiced throughout the United States, handling all aspects of
federal criminal litigation and investigations.  Reinhart has
handled more than 100 federal grand jury investigations, such as
complex financial crimes, health care fraud, tax fraud, violent
crimes, narcotics, and public corruption.  He has tried more than
50 cases in federal courts including numerous white collar crime
cases.  Reinhart's extensive experience includes having served as
an Assistant United States Attorney in the Southern District of
Florida for more than 11 years, as senior policy advisor to the
undersecretary for enforcement at the U.S. Treasury Department,
and as a trial attorney in the Public Integrity Section of the
U.S. Department of Justice in Washington, D.C.

Since 2008, Reinhart has been in private practice providing white
collar and complex civil litigation strategies for a variety of
businesses, executives and nonprofit entities around the country.
He has also represented individuals and corporations in asset
forfeiture proceedings, including, in one case, successfully
reacquiring over $1 million in property for a Fortune 500 company.
In 2008, Reinhart obtained an acquittal for a medical doctor
accused of multiple counts of health care fraud.  In addition to
representing clients in criminal matters, he also has represented
clients in state and federal regulatory enforcement actions,
including SEC, FTC, and HHS Office of Inspector General
investigations.

At McDonald Hopkins, Reinhart is working with a highly skilled
legal team of former federal prosecutors, independent counsel, SEC
counsel, and state prosecutors.  "The need for experienced and
effective white collar criminal representation continues to be
substantial," said Edmund W. (Ned) Searby, chair of the Practice,
which focuses on white collar criminal defense and complex civil
litigation.  "Bruce Reinhart is an outstanding addition to our
firm because his impressive background further strengthens our
team at a time when the regulatory and criminal enforcement
environment is increasingly aggressive."  Searby is also a former
federal prosecutor who worked on nationally publicized cases
involving B.C.C.I., Chicago organized crime, and the Office of the
Independent Counsel.

Reinhart is among nine attorneys who have joined McDonald Hopkins
in South Florida in recent months.  The 80-year-old firm, which
opened a Miami office in April 2011, has had an office in West
Palm Beach since 2004.  John T. Metzger, managing member of the
firm's West Palm Beach office, said "We are so excited that Bruce
will be based in our West Palm Beach office while representing
clients throughout the South and Central Florida markets." The
Miami office of McDonald Hopkins is led by Raquel (Rocky) A.
Rodriguez, who worked on some of the most complex and urgent
issues facing the state of Florida when she served as general
counsel to former Governor Jeb Bush.

Reinhart earned a J.D. from the University of Pennsylvania Law
School, cum laude and a B.S.E, cum laude from Princeton
University.  He is AV rated as preeminent by Martindale-Hubbell.
Bruce E. Reinhart -- breinhart@mcdonaldhopkins.com

                       About McDonald Hopkins

McDonald Hopkins is a business advisory and advocacy law firm
focused on business law, litigation, business restructuring and
bankruptcy, intellectual property, healthcare, and estate
planning.  The firm has offices in Chicago, Cleveland, Columbus,
Detroit, Miami and West Palm Beach. The president of McDonald
Hopkins is Carl J. Grassi.


* Gross, Polowy & Orlans Opens in Amherst, New York
---------------------------------------------------
Veteran legal professionals Adam Gross, Amy Polowy and Linda
Orlans have joined together as partners to establish Gross, Polowy
& Orlans, LLC.  Gross, Polowy & Orlans is a law firm specializing
in residential mortgage services, including home retention, legal
compliance, foreclosure, settlement services, title curative,
bankruptcy, appellate and related real estate matters.  The law
firm opened an office and is now operational in suburban Buffalo,
New York, with over 65 attorneys and support staff.  The firm also
has immediate plans to establish an office on Long Island.

"We are fully committed to our core values of quality and accurate
legal work and outstanding service to our clients, the communities
where we live, and to the homeowners in New York," said Adam
Gross.  "This is what our clients and the courts expect.  Having
known both Linda and Amy for more than 15 years, I cannot imagine
higher quality individuals to have as founding partners to
establish a law firm with to achieve the goal of exceeding all
client expectations.  We are extremely proud that with our
commitment to these values, we have established the firm's
foundation with the finest professionals."


* Asset Management Firms Stalking European Distressed Debt
----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the euro-zone
crisis has encouraged some of the biggest firms of the asset
management industry -- Kohlberg Kravis Roberts & Co., Pacific
Investment Management Co., and GLG Partners -- to tell investors
that this is the right time to put money into the distressed debt
of Europe companies.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In Re Robert Mclees
   Bankr. D. Ariz. Case No. 12-01307
      Chapter 11 Petition filed January 24, 2012

In Re Tribute Aviation LLC
   Bankr. D. Ariz. Case No. 12-01311
      Chapter 11 Petition filed January 24, 2012
         See http://bankrupt.com/misc/azb12-01311.pdf
         represented by: Chris D. Barski, Esq.
                         Barski Drake PLC
                         E-mail: cbarski@barskidrake.com

In Re Stephen Wade
   Bankr. C.D. Calif. Case No. 12-12571
      Chapter 11 Petition filed January 24, 2012

In Re Teresa Avants
   Bankr. C.D. Calif. Case No. 12-11776
      Chapter 11 Petition filed January 24, 2012

In Re Edzer Philippe
      Mina Philippe
   Bankr. D. Conn. Case No. 12-50117
      Chapter 11 Petition filed January 24, 2012

In Re Bush Millwork Specialties, Inc.
   Bankr. N.D. Ga. Case No. 12-51639
      Chapter 11 Petition filed January 24, 2012
         See http://bankrupt.com/misc/ganb12-51639.pdf
         represented by: Samuel D. Hicks, Esq.
                         Hicks,Casey & Foster, P.C.
                         E-mail: sam.hicks@hickscasey.com

In Re Fuel Barons, Inc.
        dba Ozofire
        dba Surefire
   Bankr. N.D. Ga. Case No. 12-51650
      Chapter 11 Petition filed January 24, 2012
         See http://bankrupt.com/misc/ganb12-51650.pdf
         represented by: Gregory D. Ellis, Esq.
                         Lamberth, Cifelli, Stokes, Ellis & Nason

In Re 15690 Condo South Harlem, LLC
   Bankr. N.D. Ill. Case No. 12-02327
      Chapter 11 Petition filed January 24, 2012
         See http://bankrupt.com/misc/ilnb12-02327.pdf
         represented by: Chester H. Foster, Jr., Esq.
                         Foster & Smith
                         E-mail: chf@fostersmithlaw.com

In Re Dexter Tucker
      Kimberly Tucker
   Bankr. D. Md. Case No. 12-11108
      Chapter 11 Petition filed January 24, 2012

In Re Jesus Gutierrez
   Bankr. D. Nev. Case No. 12-10728
      Chapter 11 Petition filed January 24, 2012

In Re 268 West Broadway, LLC
   Bankr. S.D.N.Y. Case No. 12-10284
      Chapter 11 Petition filed January 24, 2012
         See http://bankrupt.com/misc/nysb12-10284.pdf
         represented by: James E. Iniguez, Esq.
                         E-mail: jei@jeilaw.com

In Re New Villa Corp.
   Bankr. S.D.N.Y. Case No. 12-22133
      Chapter 11 Petition filed January 24, 2012
         filed pro se
         See http://bankrupt.com/misc/nysb12-22133.pdf

In Re Reeds Auto Truck, LLC
        aka Reds Auto Truck & Fleet, LLC
   Bankr. W.D. N.Y. Case No. 12-10174
      Chapter 11 Petition filed January 24, 2012
         See http://bankrupt.com/misc/nywb12-10174.pdf
         represented by: Robert B. Gleichenhaus, Esq.
                         Gleichenhaus, Marchese & Weishaar, P.C.
                         E-mail: RBG_GMF@hotmail.com

In Re Advanced Life Support Ambulance, Inc.
   Bankr. E.D. Pa. Case No. 12-10597
      Chapter 11 Petition filed January 24, 2012
         See http://bankrupt.com/misc/paeb12-10597.pdf
         represented by: Robert Neil Braverman, Esq.
                         Law Office of Robert Braverman, LLC
                         E-mail: robert@bravermanlaw.com

In Re BKB Community Development Corporation
   Bankr. E.D. Pa. Case No. 12-10613
      Chapter 11 Petition filed January 24, 2012
         See http://bankrupt.com/misc/paeb12-10613.pdf
         represented by: Sharon N. Harvey, Esq.
                         Harper & Paul
                         E-mail: sharonh60@aol.com

In Re Marvet Emara
   Bankr. E.D. Tenn. Case No. 12-30259
      Chapter 11 Petition filed January 24, 2012

In Re Hector Angel
   Bankr. M.D. Tenn. Case No. 12-00648
      Chapter 11 Petition filed January 24, 2012


In Re Arthur Keeney
   Bankr. S.D. Ala. Case No. 12-00265
      Chapter 11 Petition filed January 25, 2012

In Re Arthur Tillotson
   Bankr. D. Ariz. Case No. 12-01375
      Chapter 11 Petition filed January 25, 2012

In Re Arnold Sandlow
   Bankr. C.D. Calif. Case No. 12-12722
      Chapter 11 Petition filed January 25, 2012


In Re Adolphus Ajawara
   Bankr. N.D. Calif. Case No. 12-50567
      Chapter 11 Petition filed January 25, 2012

In Re Cristina Rivera
   Bankr. N.D. Calif. Case No. 12-40709
      Chapter 11 Petition filed January 25, 2012

In Re Carly Catucci
   Bankr. S.D. Calif. Case No. 12-00850
      Chapter 11 Petition filed January 25, 2012

In Re William Ponto
   Bankr. S.D. Calif. Case No. 12-00871
      Chapter 11 Petition filed January 25, 2012

In Re Sonshine Deliverance Church
        aka It's All About Him Ministry
   Bankr. D. Colo. Case No. 12-11255
      Chapter 11 Petition filed January 25, 2012
         See http://bankrupt.com/misc/cob12-11255p.pdf
         See http://bankrupt.com/misc/cob12-11255c.pdf
         represented by: Jeffrey S. Brinen, Esq.
                         E-mail: jsb@kutnerlaw.com

In Re Hecfer Corporation
   Bankr. S.D. Fla. Case No. 12-11856
      Chapter 11 Petition filed January 25, 2012
         See http://bankrupt.com/misc/flsb12-11856.pdf
         represented by: Alex Jimenez Labora, Esq.

In Re Ivonne Garcia
   Bankr. S.D. Fla. Case No. 12-11839
      Chapter 11 Petition filed January 25, 2012

In Re Wayne Taylor
   Bankr. N.D. Ill. Case No. 12-80224
      Chapter 11 Petition filed January 25, 2012

In Re W & P Enterprises, Inc.
   Bankr. D. Md. Case No. 12-11183
      Chapter 11 Petition filed January 25, 2012
         See http://bankrupt.com/misc/mdb12-11183.pdf
         represented by: Richard M. McGill, Esq.
                         Law Offices of Richard M. McGill
                         E-mail: mcgillrm@aol.com

In Re 133 Mulberry Street Restaurant LLC
   Bankr. S.D.N.Y. Case No. 12-10297
      Chapter 11 Petition filed January 25, 2012
         See http://bankrupt.com/misc/nysb12-10297.pdf
         represented by: J. Ted Donovan, Esq.
                         Goldberg Weprin Finkel Goldstein LLP
                         E-mail: TDonovan@GWFGlaw.com

In Re Perfect Security Corp.
   Bankr. D. Puerto Rico Case No. 12-00417
      Chapter 11 Petition filed January 25, 2012
         See http://bankrupt.com/misc/prb12-00417.pdf
         represented by: Gerardo L. Santiago Puig, Esq.
                         E-mail: gsantiagopuig@yahoo.com

In Re Mervin Coleman
   Bankr. M.D. Tenn. Case No. 12-00684
      Chapter 11 Petition filed January 25, 2012

In Re Webb Container Corporation
   Bankr. S.D. Texas Case No. 12-30524
      Chapter 11 Petition filed January 25, 2012
         See http://bankrupt.com/misc/txsb12-30524.pdf
         represented by: Nelson M. Jones, III, Esq.
                         E-mail: njoneslawfirm@aol.com
In Re Barry Sides
   Bankr. S.D. Ala. Case No. 12-00281
      Chapter 11 Petition filed January 26, 2012

In Re Centrepoint Holdings, LLC
   Bankr. D. Ariz. Case No. 12-01452
      Chapter 11 Petition filed January 26, 2012
         See http://bankrupt.com/misc/azb12-01452.pdf
         represented by: Dale C. Schian, Esq.
                         Schian Walker, P.L.C.
                         E-mail: ecfdocket@swazlaw.com

In Re Alexander Park Development Company, Inc.
   Bankr. C.D. Calif. Case No. 12-10783
      Chapter 11 Petition filed January 26, 2012
         See http://bankrupt.com/misc/cacb12-10783.pdf
         represented by: Ron Bender, Esq.
                         E-mail: rb@lnbyb.com

In Re Quincy Smith
   Bankr. C.D. Calif. Case No. 12-12772
      Chapter 11 Petition filed January 26, 2012

In Re Yousif Halloum
   Bankr. E.D. Calif. Case No. 12-21477
      Chapter 11 Petition filed January 26, 2012

In Re Joseph Moris
   Bankr. S.D. Calif. Case No. 12-00907
      Chapter 11 Petition filed January 26, 2012

In Re Gail & Danny Enterprises, Inc.
        dba Wave Financial Partners
        fka Wave Financial Partners, Inc.
   Bankr. D. Colo. Case No. 12-11325
      Chapter 11 Petition filed January 26, 2012
         See http://bankrupt.com/misc/cob12-11325p.pdf
         See http://bankrupt.com/misc/cob12-11325c.pdf
         represented by: Duncan E. Barber, Esq.
                         E-mail: dbarber@bsblawyers.com

In Re Larry Addington
   Bankr. E.D. Ky. Case No. 12-10029
      Chapter 11 Petition filed January 26, 2012

In Re John Reed
   Bankr. D. Nev. Case No. 12-50171
      Chapter 11 Petition filed January 26, 2012

In Re Thurman Kemp
   Bankr. D. Nev. Case No. 12-10868
      Chapter 11 Petition filed January 26, 2012

In Re Decar Creation & Manufacturing Company Inc.
   Bankr. S.D.N.Y. Case No. 12-10303
      Chapter 11 Petition filed January 26, 2012
         filed pro se
         See http://bankrupt.com/misc/nysb12-10303.pdf

In Re Staff Contracting and Maintenance Corp.
   Bankr. S.D.N.Y. Case No. 12-22148
      Chapter 11 Petition filed January 26, 2012
         See http://bankrupt.com/misc/nysb12-22148.pdf
         represented by: Jonathan S. Pasternak, Esq.
                         Rattet Pasternak, LLP
                         E-mail: jsp@rattetlaw.com

In Re Carlos Orellana Hernandez
   Bankr. D. Ore. Case No. 12-30487
      Chapter 11 Petition filed January 26, 2012

In Re Lili Enterprises, LLC
   Bankr. W.D. Tenn. Case No. 12-20849
      Chapter 11 Petition filed January 26, 2012
         See http://bankrupt.com/misc/tnwb12-20849.pdf
         represented by: Paul A. Robinson, Jr., Esq.
                         E-mail: problaw9@yahoo.com

In Re Simple Pleasures Flowerbulbs & Perennials, Inc.
   Bankr. E.D. Va. Case No. 12-70305
      Chapter 11 Petition filed January 26, 2012
         See http://bankrupt.com/misc/vaeb12-70305.pdf
         represented by: Dennis T. Lewandowski, Esq.
                         Kaufman & Canoles, P. C.
                         E-mail: dtlewand@kaufcan.com

In Re JW Construction, Co.
   dba Winterbourne Landscape
        Bankr. W.D. Wash. Case No. 12-10668
      Chapter 11 Petition filed January 26, 2012
         See http://bankrupt.com/misc/wawb12-10668.pdf
         represented by: Darrel  Carter, Esq.
                         CBG Law Group PLLC
                         E-mail: Darrel@cbglaw.com

In Re Victor Timmerman
   Bankr. W.D. Wash. Case No. 12-10643
      Chapter 11 Petition filed January 26, 2012

In Re Shirley Morgan
   Bankr. N.D. Ala. Case No. 12-40155
      Chapter 11 Petition filed January 27, 2012

In Re Hodges Chapel, LLC
   Bankr. S.D. Ala. Case No. 12-00289
      Chapter 11 Petition filed January 27, 2012
         See http://bankrupt.com/misc/alsb12-00289.pdf
         represented by: Michael B. Smith, Esq.
                         E-mail: smi067@aol.com

In Re The Donald Wilton Hill F.L.P., L.L.P.
   Bankr. D. Ariz. Case No. 12-01539
      Chapter 11 Petition filed January 27, 2012
         See http://bankrupt.com/misc/azb12-01539.pdf
         represented by: John F. Battaile, Esq.
                         Altfeld & Battaile P.C.
                         E-mail:  jfbattaile@abazlaw.com

In Re Gretchen Durgan
   Bankr. C.D. Calif. Case No. 12-10871
      Chapter 11 Petition filed January 27, 2012

In Re Nicky Michaels
   Bankr. C.D. Calif. Case No. 12-12106
      Chapter 11 Petition filed January 27, 2012

In Re Thomas Robinson
   Bankr. E.D. Calif. Case No. 12-90245
      Chapter 11 Petition filed January 27, 2012

In Re Jeffrey Kockos
   Bankr. N.D. Calif. Case No. 12-30270
      Chapter 11 Petition filed January 27, 2012

In Re Rosalinda Wilbor
   Bankr. N.D. Calif. Case No. 12-10212
      Chapter 11 Petition filed January 27, 2012

In Re Petroleum Marketing Analysis, Inc.
        dba Aura Oil & Lamp Creations
        dba Aura Creations
   Bankr. S.D. Fla. Case No. 12-12164
      Chapter 11 Petition filed January 27, 2012
         See http://bankrupt.com/misc/flsb12-12164.pdf
         represented by: Angelo A. Gasparri, Esq.
                         E-mail: angelo@drlclaw.com

In Re Wilma Kilcoyne
   Bankr. W.D. Ky. Case No. 12-50069
      Chapter 11 Petition filed January 27, 2012

In Re Wilmart, Inc.
   Bankr. W.D. Ky. Case No. 12-50068
      Chapter 11 Petition filed January 27, 2012
         See http://bankrupt.com/misc/kywb12-50068.pdf
         represented by: Scott A. Bachert, Esq.
                         E-mail: bachert@hbmfirm.com

In Re Fanny Dela Cruz
   Bankr. E.D. Mich. Case No. 12-41754
      Chapter 11 Petition filed January 27, 2012

In Re Alamo Investors, LLC
   Bankr. W.D. Mich. Case No. 12-00613
      Chapter 11 Petition filed January 27, 2012
         See http://bankrupt.com/misc/miwb12-00613.pdf
         represented by: Steven L. Rayman, Esq.
                         Rayman & Knight
                         E-mail: courtmail@raymanstone.com

In Re Stewbor Ventures, LLC
   Bankr. W.D. Mich. Case No. 12-00614
      Chapter 11 Petition filed January 27, 2012
         See http://bankrupt.com/misc/miwb12-00614.pdf
         represented by: Steven L. Rayman, Esq.
                         Rayman & Knight
                         E-mail: courtmail@raymanstone.com

In Re EAC Group, LLC
        ta Dunkin Donuts
   Bankr. D. N.J. Case No. 12-11954
      Chapter 11 Petition filed January 27, 2012
         See http://bankrupt.com/misc/njb12-11954.pdf
         represented by: Peter Broege, Esq.
                         Broege, Neumann, Fischer & Shaver
                         E-mail: pbroege@bnfsbankruptcy.com

In Re Paul Anthonys Ristorante
   Bankr. E.D.N.Y. Case No. 12-70398
      Chapter 11 Petition filed January 27, 2012

In Re Paul Bain
   Bankr. W.D. Tenn. Case No. 12-10257
      Chapter 11 Petition filed January 27, 2012

In Re Quintessential Chocolates Co., Inc.
   Bankr. W.D. Texas Case No. 12-50241
      Chapter 11 Petition filed January 27, 2012
         See http://bankrupt.com/misc/txwb12-50241.pdf
         represented by: William R. Davis, Jr, Esq.
                         Langley & Banack, Inc.
                         E-mail: wrdavis@langleybanack.com

In Re Domingo Abarquez
   Bankr. C.D. Calif. Case No. 12-13118
      Chapter 11 Petition filed January 28, 2012

In Re Kale Consulting Firm, LLC
   Bankr. D. S.C. Case No. 12-00490
      Chapter 11 Petition filed January 28, 2012
         See http://bankrupt.com/misc/scb12-00490.pdf
         represented by: Robert A. Pohl, Esq.
                         Stodghill Law Firm Chartered
                         E-mail: rpohl@stodghill-law.com
In Re Centrepoint Development Opportunity Fund Limited Partnership
   Bankr. D. Ariz. Case No. 12-01624
      Chapter 11 Petition filed January 30, 2012
         See http://bankrupt.com/misc/azb12-01624.pdf
         represented by: Dale C. Schian, Esq.
                         Schian Walker, P.L.C.
                         E-mail: ecfdocket@swazlaw.com

   In Re Centrepointe Development Carter Evans Investment Fund
Limited
         Partnership
      Bankr. D. Ariz. Case No. 12-01627
         Chapter 11 Petition filed January 30, 2012
            See http://bankrupt.com/misc/azb12-01627.pdf
            represented by: Dale C. Schian, Esq.
                            Schian Walker, P.L.C.
                            E-mail: ecfdocket@swazlaw.com


In Re RNFI Unlimited, LLC
   Bankr. D. Ariz. Case No. 12-01648
      Chapter 11 Petition filed January 30, 2012
         See http://bankrupt.com/misc/azb12-01648.pdf
         represented by: Dale C. Schian, Esq.
                         Schian Walker, P.L.C.
                         E-mail: ecfdocket@swazlaw.com

In Re Inter-Continental Services Corp.
   Bankr. C.D. Calif. Case No. 12-10887
      Chapter 11 Petition filed January 30, 2012
         See http://bankrupt.com/misc/cacb12-10887.pdf
         represented by: Jeffrey A. Cancilla, Esq.
                         E-mail: j.cancilla@hotmail.com

In Re Kevin Hepler
   Bankr. C.D. Calif. Case No. 12-11126
      Chapter 11 Petition filed January 29, 2012

In Re Morgen Thruston
   Bankr. D. Ariz. Case No. 12-01617
      Chapter 11 Petition filed January 30, 2012

In Re Alejandro Passarelli
   Bankr. C.D. Calif. Case No. 12-13263
      Chapter 11 Petition filed January 30, 2012

In Re Manpreet Puni
   Bankr. C.D. Calif. Case No. 12-11199
      Chapter 11 Petition filed January 30, 2012

In Re Carothers Construction, Inc.
   Bankr. E.D. Calif. Case No. 12-21712
      Chapter 11 Petition filed January 30, 2012
         filed pro se
         See http://bankrupt.com/misc/caeb12-21712.pdf

In Re Murphy Moving & Storage, Inc.
   Bankr. D. Conn. Case No. 12-30182
      Chapter 11 Petition filed January 30, 2012
         See http://bankrupt.com/misc/ctb12-30182.pdf
         represented by: Peter L. Ressler, Esq.
                         Groob Ressler & Mulqueen
                         E-mail: ressmul@yahoo.com

In Re Zbigniew Maniecki
   Bankr. M.D. Fla. Case No. 12-01235
      Chapter 11 Petition filed January 30, 2012

In Re North American Safety Products, Inc.
   Bankr. N.D. Ill. Case No. 12-03168
      Chapter 11 Petition filed January 30, 2012
         See http://bankrupt.com/misc/ilnb12-03168.pdf
         represented by: Robert R. Benjamin, Esq.
                         Golan & Christie, LLP
                         E-mail: rrbenjamin@golanchristie.com

In Re Verndale Custom Homes, Inc.
   Bankr. D. Minn. Case No. 12-60087
      Chapter 11 Petition filed January 30, 2012
         See http://bankrupt.com/misc/mnb12-60087.pdf
         represented by: Kip M. Kaler, Esq.
                         Kaler Doeling Law Office
                         E-mail: kipkaler@earthlink.net

In Re Mark Tipton
   Bankr. E.D. N.C. Case No. 12-00703
      Chapter 11 Petition filed January 30, 2012

In Re William Johns
   Bankr. D. N.M. Case No. 12-10325
      Chapter 11 Petition filed January 30, 2012

In Re Peter Pascarelli
   Bankr. E.D. Pa. Case No. 12-10790
      Chapter 11 Petition filed January 30, 2012

In Re Adelfa Grullon
   Bankr. D. R.I. Case No. 12-10253
      Chapter 11 Petition filed January 30, 2012

In Re Juan Frias
   Bankr. S.D. Texas Case No. 12-30620
      Chapter 11 Petition filed January 30, 2012

In Re Tidewater Gutter Services LLC
        dba Caretree Gutter Guard
        dba Carefree Gutter Systems
   Bankr. E.D. Va. Case No. 12-50138
      Chapter 11 Petition filed January 30, 2012
         See http://bankrupt.com/misc/vaeb12-50138.pdf
         represented by: Joseph T. Liberatore, Esq.
                         Crowley, Liberatore, Ryan & Brogan, P.C.
                         E-mail: jliberatore@clrbfirm.com



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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