TCR_Public/120206.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, February 6, 2012, Vol. 16, No. 36

                            Headlines

261 EAST 78: Court Denies MB Financial's Motion to Dismiss
261 EAST 78: Can Hire Shaked & Posner as Bankruptcy Counsel
17315 COLLINS: Has Interim Use Cash Collateral Until Feb. 29
ACARTHA TECHNOLOGY: Receiver Wins Dismissal of Ch. 11 Cases
ACCO BRANDS: S&P Keeps 'B+' Corporate Rating on Watch Positive

ACORN ELSTON: Sale Completed; Court Grants Case Dismissal
AES THAMES: Case Converted; Charles M. Forman Appointed Trustee
AHERN RENTALS: Court Approves Piercy Bowler as Auditor
AHERN RENTALS: Court Okays Stoel Rives as Special Counsel
ALC HOLDINGS: Parties Say Sale Rules Precludes Adequate Marketing

ALLY FINANCIAL: Incurs $250 Million Net Loss in 2011
ASSET ACCEPTANCE: S&P Affirms 'B+'; Outlook Changed to 'Stable'
ATLANTIC & PACIFIC: Can Commence GOB Sales at 14 Banner Stores
ATLANTIC & PACIFIC: Exclusive Filing Period Extended to June 12
ATLANTIC & PACIFIC: Court Okays Greer Butlers' Late Claim Motion

ATRINSIC INC: Stuart Goldfarb Resigns as Chief Executive Officer
BASIC ENERGY: Moody's Raises Corporate Family Rating to 'B1'
BEACON POWER: Court Approves Use of Cash Collateral on Final Basis
BEAZER HOMES: Reports $739,000 Net Income in First Quarter
BIOVEST INTERNATIONAL: OneMedPlace Initiates Research Coverage

BMB MUNAI: Daymon Smith Resigns as Director
CAESARS ENTERTAINMENT: Commences Process to Publicly List Shares
CAESARS ENTERTAINMENT: Plans to Amend Senior Credit Facilities
CAPITAL MARKETS: S&P Withdraws 'B' Counterparty Credit Rating
CATALYST PAPER: S&P Cuts Corporate to 'D' on CCAA Filing

CATASYS INC: David Smith Discloses 40.6% Equity Stake
CELL THERAPEUTICS: Enters Into Office Lease Agreement with Selig
CITIZENS CORP: Plan Promises to Repay Claims in 5 Years
CITIZENS CORP: Amends Schedules of Assets and Liabilities
CLARE OAKS: Can Employ CliftonLarsonAllen LLP as Accountants

CLARE OAKS: Proposes BC Ziegler as Investment Banker
CLARE OAKS: Can Employ A&M to Provide Chief Restructuring Officer
CLARE OAKS: Court Finds Patient Care Ombudsman Unnecessary
CLARE OAKS: Wins Nod to Hire George Mesires as Bankruptcy Counsel
CLARE OAKS: Committee Balks at Cash Access, Opposes Onerous Terms

CLEARWIRE CORP: Issues $300 Million of 14.75% Senior Notes
CONVERSION SERVICES: Dismisses William Hendry from All Positions
CONVERTED ORGANICS: Faces Complaint Over TerraSphere Acquisition
COPANO ENERGY: S&P Keeps 'B+' Rating on Senior Unsecured Notes
CREATIVE VISTAS: Laurus Capital Does Not Own Common Shares

CUI GLOBAL: Request for Nasdaq Listing Remains Pending
DTF CORPORATION: Wins Approval for John Lewis as Counsel
EMPIRE RESORTS: Amends Employment Agreement With CEO
ENDEAVOUR INT'L: S&P Assigns Prelim. 'B-' Corp. Credit Rating
ENERGY FUTURE: Prices $800MM Senior Notes at 98.5% of Face Value

FIRST DATA: Incurs $13.6 Million Net Loss in Fourth Quarter
FIRST MARINER: Incurs $3.9 Million Net Loss in Fourth Quarter
FOREVER CONSTRUCTION: Proposes Extension to Liberty Bank Loan
FOREVER CONSTRUCTION: Court OKs Norstates Bank Loan Modifications
FRAZER/EXTON: Chapter 11 Plan Confirmation Hearing Set for Feb. 22

FRANCISCAN COMMUNITIES: Gets Final Okay to Incur DIP Financing
FREEZE LLC: Wants to Extend Exclusive Filing Period to April 11
GAMETECH INT'L: Incurs $6.3 Million Net Loss in Fiscal 2011
GLOBAL INVESTOR: Terminates RBSM LLP as Accountants
GOLDEN NUGGET: S&P Withdraws 'B' Corporate Credit Rating

GOLDENPARK LLC: Has Until Feb. 29 to Access Urban Cash Collateral
GRUBB & ELLIS: BGC's Deadline to Provide Financing Expires
GRUBB & ELLIS: Microsoft Terminates Facilities Management Pacts
HAMPTON ROADS: Michael Imperial Appointed Senior Credit Officer
HAMPTON ROADS: Expands Small Business Lending Division

HAWKER BEECHCRAFT: Inks Separation Agreement with James Maslowski
HEALTHSPRING INC: Moody's Withdraws 'Ba3' Corp. Family Rating
HERCULES REDEVELOPMENT: S&P Cuts Rating on 2007 Bonds to 'B'
HERCULES REDEVELOPMENT: S&P Cuts Tax Allocation Bond SPUR to 'CC'
HOSTESS BRANDS: Gets Judge Nod to Tap Additional $40MM Financing

IMAGEWARE SYSTEMS: LAWA Places Orders for Biometric Products
INTELSAT SA: Expects $775MM-$850MM Capital Expenditures in 2012
INTERNATIONAL MEDIA: Sec. 341 Creditors' Meeting Set for Feb. 14
INTERNATIONAL MEDIA: Taps Cousins Chipman as Substitute Counsel
INTERNATIONAL MEDIA: Can Employ Epiq as Notice and Claims Agent

INTERTAPE POLYMER: Extends Maturity of $200-Mil. Facility to 2017
INVESTORS LENDING: Hires Rubnitz to Handle Foreclosure Process
INVESTORS LENDING: Court Approves Hiring of Real Estate Agents
INVESTORS LENDING: Wants Exclusive Plan Period Extended to Feb. 18
KANSAS CITY: S&P Assigns Rating to Senior Secured Term Loan

KB HOME: Moody's Assigns 'B2' Rating to Proposed Note Offering
KB HOME: S&P Affirms 'B+' Corp. Credit Rating; Outlook Negative
LANDMARK INVESTORS: Sec. 341(a) Creditors' Meeting Set for Feb. 13
LANDMARK INVESTORS: Files Schedules of Assets and Liabilities
LANDMARK INVESTORS: Ordered to File Plan & Disclosures by April 14

LANTHEUS MEDICAL: Moody's Says Amended Revolver Credit Positive
LIBBEY INC: Zesiger Capital Discloses 8.3% Equity Stake
LIMITED BRANDS: S&P Cuts Unsecured Debt Rating to 'BB-'
LOCAL TV: S&P Assigns 'BB-' Rating to Amended Credit Facilities
LPATH INC: Marathon Capital Discloses 5% Equity Stake

LSP ENERGY: Moody's Lowers Rating of Sr. Secured Bonds to 'Caa3'
M WAIKIKI: Davidson Trust Funding to Pay Creditors in Full
M WAIKIKI: Wants to Incur Additional DIP Loan from Davidson Trust
MARCO POLO: Judge Says Payments to Attorneys Could Sink Ch. 11
MEDICAL PROPERTIES: Moody's Reviews Ba2 Corp. Rating for Upgrade

MGM RESORTS: Enters Into Employment Agreement with EVP and CFO
MGM RESORTS: Seeks to Extend Maturity of $3.5-Bil. Loan to 2015
MSR RESORT: Wants More Time to File Restructuring Plan
NATIVE WHOLESALE: Wants Plan Filing Deadline Extended to Aug. 20
NAVISTAR INT'L: Details Strategy to Drive Shareholder Value

NEBRASKA BOOK: Wants Plan Exclusivity Period Extended to April 23
NEONODE INC: To Offer Add'l 2-Mil. Shares Under 2006 Equity Plan
NORTHAMPTON GENERATING: Files Schedules of Assets and Liabilities
OLDE PRAIRIE: Non-Insider Unsecureds to Get Cash Payment of 50%
ORAGENICS INC: Michael Sullivan Named Chief Financial Officer

OSI RESTAURANT: Appoints Dirk Montgomery to Value Chain Officer
OVERLAND STORAGE: Marathon Capital Discloses 13.8% Equity Stake
OXYSURE SYSTEMS: Inks Note Purchase Agreement with M. Nyewe Trust
PJ FINANCE: Court Sets Feb 21 Final Hearing on Cash Collateral Use
PJ FINANCE: Feb. 21 Vote Deadline Set; Ballot Summary Due Feb. 23

POLAROID CORP: Hedge Fund Sues Petters Over Security Interests
POWER CONTRACTING: Case Converted to Chapter 7
POWER EFFICIENCY: Closes Offering of Series E Preferred Shares
PRESIDENTIAL REALTY: Singley Capital Owns 6.7% of Class A Shares
PRIUM SPOKANE: Wants Access to Cash Collateral Until February 2012

PRIUM SPOKANE: Davis and Silesky Will Contribute $100,000 for Plan
PROTEONOMIX INC: Converts $262,500 M. Cohen Debt to Equity
R.E. LOANS: Plan Solicitation Period Extended to April 30
R.E. LOANS: Investors Sue Greenberg, Wells Fargo Over Scheme
REALOGY CORP: Completes Offering of 2 Series of Sr. Secured Notes

ROC FINANCE: Moody's Reviews 'B3' CFR for Possible Downgrade
SCHOMAC GROUP: NSS RV, et al.'s Cases Now Jointly Administered
SEQUOIA PARTNERS: Sale-Based Plan to Pay Unsecureds in 8 Years
S.H. LEGGITT: Angelo DeCaro Appointed as Plan Trustee
SKINNY NUTRITIONAL: Issues $100,000 Notes, 3.3 Million Warrants

SOLYNDRA LLC: Ex-Workers Blast Releases for Secured Creditors
SP NEWSPRINT: Files Schedules of Assets and Liabilities
SPANISH BROADCASTING: To Sell $275 Million of Senior Notes
SPOT MOBILE: Delays Filing of Fiscal 2011 Form 10-K
SUMMO INC: Settlement Agreement with Frontier Bank Approved

TECHDYNE LLC: Asks Court to Extend Plan Exclusivity to April 6
THIRD TORO: GA Keen Sells Former H&H Bagels Property for $11MM
TN-K ENERGY: Leads Negotiations of $875,000 Tennessee Leases
TRANSDIGM INC: S&P Affirms 'B+' Corporate Credit Rating
TRONOX INC: S&P Cuts Rating on $550-Mil. Term Loan to 'BB+'

U.S. EAGLE: Gets Approval of Stipulation for Cash Collateral Use
U.S. EAGLE: Feb. 6 Hearing Set for Motion to Reconsider Sale Order
VILLAGE AT CAMP: Western Real Wants Plan Confirmation Denied
VUZIX CORP: LC Capital Discloses 9.9% Equity Stake
WASHINGTON MUTUAL: Judge Approves Deal With Warrant Holders

WASTEQUIP INC: S&P Withdraws 'CC' Corporate Credit Rating
WEST CORP: Reports $21.2 Million Net Income in Fourth Quarter
XL GROUP: Moody's Rates Multi-Seniority Shelf Registration

* Southern District of NY Taps Names New Bankruptcy Court Chief
* Moody's Says Emerging Markets Will Boost US Chemical Sector
* 7th Cir. Appoints Janet Baer as N.D. Illinois Bankruptcy Judge

* BOND PRICING -- For Week From Jan. 23 to 27, 2012



                            *********

261 EAST 78: Court Denies MB Financial's Motion to Dismiss
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
denied the motion of MB Financial Bank N.A. to dismiss the Chapter
11 case of 261 East 78 Realty Corp.

The Court also denied MB Financial's request to lift the automatic
stay to continue its foreclosure action pending in the Supreme
Court of the State of New York, County of New York, captioned as
MB Financial Bank, N.A. v. 261 East 78 Realty Corp. and Lee
Moncho.

The Court disallowed Cheryl Kinch, Esq., to continue carrying out
her powers and directions as temporary receiver.  The Court
further directed Ms. Kinch to deliver to the Debtor all documents
and assets in her possession and control.

The Debtor, creditor Central Consulting & Contracting, Inc., have
opposed the Motion.

261 East 78 Realty Corp. owns real property located at 261 East
78th Street, in New York.  The premises consist of seven
commercial units, three of which are currently occupied.  261 East
78 Realty filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-15624) on Dec. 6, 2011.  Judge Robert E. Gerber presides
over the case.  The Chapter 11 filing was precipitated by the
commencement of foreclosure proceedings on the premises.  The
Debtor scheduled $20,211,417 in assets and $18,757,664 in
liabilities.  The petition was signed by Lee Moncho, president.


261 EAST 78: Can Hire Shaked & Posner as Bankruptcy Counsel
-----------------------------------------------------------
The Bankruptcy Court authorized 261 East 78 Realty Corp. to employ
Shaked & Posner as its attorneys.  The Debtor will pay Shaked on
an hourly basis plus reimbursement of actual, necessary expenses.
The firm's hourly rates are $300 for partners and $175 for
associates.

261 East 78 Realty Corp. owns real property located at 261 East
78th Street, in New York.  The premises consist of seven
commercial units, three of which are currently occupied.  261 East
78 Realty filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-15624) on Dec. 6, 2011.  Judge Robert E. Gerber presides
over the case.  The Chapter 11 filing was precipitated by the
commencement of foreclosure proceedings on the premises.  The
Debtor scheduled $20,211,417 in assets and $18,757,664 in
liabilities.  The petition was signed by Lee Moncho, president.


17315 COLLINS: Has Interim Use Cash Collateral Until Feb. 29
------------------------------------------------------------
Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern
District of Florida has authorized 17315 Collins Avenue LLC, on an
interim basis, to use the cash collateral of 17315 CAM to pay for
operating expenses and administration costs until Feb. 29, 2012,
in accordance with the budget.

The Debtor grants in favor of 17315 CAM and as security a first
priority postpetition security interest and lien in all of the
Debtor's assets, to the same priority, validity and extent that
17315 CAM held a properly perfected prepetition security interest
in the assets.

The Court will hold a further hearing on the Debtor's use of cash
collateral on Feb. 29, 2012, at 1:30 p.m.

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

    http://bankrupt.com/misc/17315COLLINS_cashcoll_intorder.pdf

                 About 17315 Collins Avenue LLC

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

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

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


ACARTHA TECHNOLOGY: Receiver Wins Dismissal of Ch. 11 Cases
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware dismissed
the Chapter 11 cases of Acartha Group, LLC, Acartha Technology
Partners LP and MIC VII, LLC.

Claire M. Schenk, the receiver of the Debtors' assets, sought the
dismissal, asserting that the conduct of the Securities and
Exchange Commission receivership concurrent with proceedings with
the Bankruptcy Court unnecessarily drains judicial and other
resources and creates conflicts of authority   that are
disadvantageous to and against the best interests of investors,
creditors and estates.

According to Ms. Schenk, the Debtors' intentions in commencing
their respective Chapter 11 cases within eight days of the filing
of the SEC case are suspect in this instance.  She added that the
Debtors' bankruptcy filings appear to be a preemptive attempt to
circumvent regulatory authorities and avoid the assumption of
control of their respective assets.

The SEC had filed a complaint in the U.S. District Court for the
Eastern District of Missouri alleging, among other things, that
Burton Douglas Morriss, through the Debtors and other investment
entities he controlled, defrauded investors by transferring more
than $9 million in investor funds to himself and a related
company, Morriss Holdings, LLC.  The SEC also sought the
appointment of a receiver for the Debtors.

On Jan. 17, 2012, the Debtors were placed into receivership
thereby freezing all its assets.

                     About Acartha Technology

Clayton, Mo.-based Acartha Technology Partners, L.P., is a private
equity fund formed to invest in early to mid-stage companies
primarily in the financial services and technology sectors.

Acartha Technology Partners, L.P., and its affiliates filed for
Chapter 11 bankruptcy (Bank. D. Del. Case Nos. 12-10123 to 12-
10125) on Jan. 8, 2012.  The Company estimated assets of $10
million to $50 million and estimated debts of $50,000 to $100,000.
The petition was signed by Dixon R. Brown, POA for B. Douglas
Morriss, chairman of Acartha Group, LLC, servicer for Gryphon
Investments III, LLC, general partner.  The Debtor is represented
by David L. Finger, Esq., at Finger & Slanina, P.A., in
Wilmington, Delaware.

The Receiver is represented by:

         Evelyn J. Meltzer (DE Bar No. 4581)
         Hercules Plaza, Suite 5100
         1313 Market Street
         P.O. Box 1709
         Wilmington, DE 19899-1709
         Tel: 302-777-6500
         Fax: 302-421-8390
         E-mail: meltzere@pepperlaw.com

                  -and-

         THOMPSON COBURN LLP
         Cheryl A. Kelly, E.D. Mo. #36821MO
         Kathleen Kraft, E.D. Mo. #58601MO
         One US Bank Plaza, Suite 2700
         St. Louis, Missouri 63101
         Tel: 314-552-6000
         Fax: 314-552-7000
         E-mail: ckelly@thompsoncoburn.com
                 kkraft@thompsoncoburn.com


ACCO BRANDS: S&P Keeps 'B+' Corporate Rating on Watch Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services' ratings on Lincolnshire, Ill.-
based ACCO Brands Corp. remain on CreditWatch with positive
implications. The ratings were initially placed on CreditWatch
with positive implications on Nov. 18, 2011, following the
company's announcement that it would merge with Mead C&OP through
a Reverse Morris Trust transaction. "We expect the transaction,
subject to approval by ACCO's shareholders and the customary
conditions and regulatory approvals (including a ruling from the
U.S. Internal Revenue Service), to close in the first half of
2012," S&P said.

"At the same time, we assigned 'BB+' issue-level ratings to ACCO's
proposed $920 million senior secured credit facilities, which
consist of a $250 million revolving credit facility due 2017, $300
million term loan A due 2017, and $370 million term loan B due
2019. The recovery rating on these facilities is '1', indicating
our expectation for very high (90% to 100%) recovery in the event
of a payment default. The new issue-level ratings are not on
CreditWatch but are dependent on a successful completion of the
proposed transaction, and are subject to a review of final
documentation by Standard & Poor's," S&P said.

"Following the closing of the merger, we anticipate raising the
corporate credit rating one notch, to 'BB-'. We also expect to
raise the issue rating on the company's 7.625% subordinated notes
to 'B' from 'B-'; the recovery rating will remain '6', indicating
our expectation of negligible (0%-10%) recovery in the event of a
default. The rating on ACCO's existing 10.725% senior secured
notes due 2015 will be withdrawn after they are redeemed upon
closing of the transaction," S&P said.

"We expect ACCO will use net proceeds from the proposed credit
facility, along with their planned issuance of common equity and
$270 million of bridge financing, to fund a dividend to
MeadWestvaco, refinance the existing senior secured notes, and pay
fees and expenses. MeadWestvaco shareholders will retain 50.5% of
ACCO's outstanding shares," S&P said.

"Pro forma for the transaction, we estimate that the company will
have about $1.2 billion of reported debt outstanding. Including
our adjustments for operating leases and pension obligations, we
estimate ACCO will have approximately $1.3 billion total adjusted
debt outstanding," S&P said.

"It is our opinion that the combination of ACCO and Mead C&OP will
create one of the world's largest office supply manufacturers,"
said Standard & Poor's credit analyst Stephanie Harter. "The
merger will increase ACCO's geographic reach and distribution,
while adding complementary products to its existing portfolio. We
expect ACCO's credit measures to improve following the merger."


ACORN ELSTON: Sale Completed; Court Grants Case Dismissal
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has granted the motion of Acorn Elston, LLC, for the dismissal of
its Chapter 11 case.

Subject to the payment of fees of the U.S. Trustee for the
Southern District of New York pursuant to 28 U.S.C. Sec. 1930, the
Debtor is authorized to distribute all of remaining funds in an
escrow account maintained at JPMorgan Chase Bank, N.A., on a pro
rata basis to holders of allowed professional fee claims.

In its dismissal motion, the Debtor said that in light of the
consummation of the sale of its primary assets consisting of the
Elson Plaza Shopping Center located in Chicago, Illinois, and its
lack of operations, there is simply nothing to reorganize -- and
therefore no need for, or further likelihood of, rehabilitation.

On Nov. 18, 2011, the Court approved the sale of the property to
Inland Real Estate Corp. for $19.2 million and the related
settlement agreement among the Debtor, lender Road Bay
Investments, LLC, and Debtor's sole shareholder and managing
member John B. Coleman.

On Dec. 7, 2011, the Debtor consummated the sale and the
Settlement Agreement.

                    About Acorn Elston LLC

New York City-based Acorn Elston LLC owns the Elston Plaza
Shopping Center, a grocery-anchored retail shopping center in
Chicago, Illinois.  The Company filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 10-14807) on Sept. 11, 2010.
Cadwalader, Wickersham & Taft LLP, in New York, was tapped to
represent the Debtor in the Chapter 11 case effective April 19,
2011, after Kasowitz Benson Torres & Friedman withdrew as counsel.
The Debtor also tapped The Reznick Group as its accountant, D.E.
Shaw Real Estate Adviser LLC as its financial advisor, and
Weitzman Group, Inc., as its appraiser.  The Debtor disclosed
$21,929,346 in assets and $16,488,389 in liabilities as of the
Chapter 11 filing.


AES THAMES: Case Converted; Charles M. Forman Appointed Trustee
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware converted
the Chapter 11 case of AES Thames LLC to one under Chapter 7 of
the Bankruptcy Code.

The U.S. Trustee appointed Charles M. Forman as trustee.

On Dec. 15, 2011, Komatsu Financial Limited Partnership notified
the Court that the Debtor defaulted a stipulation, approved
July 25, 2011, providing for adequate protection payments to
Komatsu.

Komatsu, related that pursuant to the stipulation, it will be
granted immediate relief from the automatic stay and the Debtor
must surrender the Komatsu collateral.  In addition, Komatsu may
proceed with any and all remedies at law or equity, or otherwise
pursuant to the security agreement, including but no limited to
selling or otherwise disposing of the Komatsu collateral.

                         About AES Thames

Uncasville, Connecticut-based AES Thames, L.L.C., owns and
operates a coal-fired power plant located in Montville,
Connecticut.  The facility generates and sells electricity to
Connecticut Light and Power Company.  It also supplies processed
steam to a recycled paperboard mill owned by Smurfit-Stone
Container Corp.  AES Thames is a unit of AES Corp., the Arlington,
Virginia-based power producer with operations in 29 countries.

AES Thames filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 11-10334) on Feb. 1, 2011.  The increased cost of
energy production and the "uneconomic and onerous provisions" of a
steam sale agreement with Smurfit-Stone's predecessor led AES
Thames to seek bankruptcy protection.

Adam G. Landis, Esq., Kerri K. Mumford, Esq., J. Landon Ellis,
Esq., and Jeffrey R. Drobish, Esq., at Landis Rath & Cobb LLP, in
Wilmington, Delaware, serve as the Debtor's bankruptcy counsel.
The Debtor tapped Murtha Cullina LLP as its special counsel;
Charles River Associates as its regulatory consultant, and
Houlihan Lockey Capital, Inc., as financial advisor and investment
banker.

According to court filings, based on the balance sheet as of
Dec. 1, 2010, total assets were $162 million, and the Debtor has
$52 million in short term liabilities and $122.6 million in long
term debt.

The Official Committee of Unsecured Creditors tapped FTI
Consulting Inc. as its restructuring and financial advisor, and
Blank Rome LLP as its counsel.


AHERN RENTALS: Court Approves Piercy Bowler as Auditor
------------------------------------------------------
Ahern Rentals Inc. obtained approval from the Bankruptcy Court to
hire Piercy Bowler Taylor & Kern as auditor and accountant.

As reported in the TCR on Jan. 17, 2012, Piercy Bowler will (a)
audit financial statements, (b) review quarterly financial
statements, (c) prepare lender compliance reports, and (d) provide
tax preparation services.

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

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

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

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

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

                        About Ahern Rentals

Ahern Rentals, Inc. -- http://www.ahern.com/-- 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: Court Okays Stoel Rives as Special Counsel
---------------------------------------------------------
Ahern Rentals Inc. obtained approval from the Bankruptcy Court to
hire Stoel Rives LLP as special counsel.

The firm will, among other things, provide:

   a. general corporate legal advice;

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

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

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

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

The firm will charge the Debtor's estates at these hourly rates:

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

                        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.


ALC HOLDINGS: Parties Say Sale Rules Precludes Adequate Marketing
-----------------------------------------------------------------
Parties-in-interest filed with the U.S. Bankruptcy Court for the
District of Delaware their objections to ALC Holdings, LLC, et
al.'s motion to sell substantially all of their assets.

The Debtors intend to sell their assets to Bellus ALC Investments
1, LLC, the stalking horse bidder, for $30 million, absent higher
and better offers.  Bellus is an affiliate of Versa Capital
Management.  Bellus is both the Debtors' prepetition secured
lender and postpetition DIP financing lender.  The proposed bid
procedures would entitle Bellus to an expense reimbursement of up
to $1,250,000 in the event Bellus is not the winning bidder.

Roberta A. DeAngelis, U.S. Trustee for Region 3, objected to the
motion, asserting that:

   a) The speed with which the Debtors seek approval of the motion
      and the sale precludes adequate marketing of the Debtors'
      assets and makes it very difficult to determine if the
      bidding protections and procedures are appropriate;

   b) The expense reimbursement is not appropriate under relevant
      Third Circuit law; and

   c) the Debtors propose to sell and disclose membership lists
      and other assets that can be defined as "personally
      identifiable information," which implicates Section 332 of
      the Bankruptcy Code and may necessitate the appointment of a
      consumer privacy ombudsman.

The Official Committee of Unsecured Creditors, in its objection,
stated that the bidding procedures are designed to ensure that
Versa purchases the Debtors' assets without any competition
whatsoever.

The Committee adds that the bidding procedures provide that Versa
will make a credit bid in the amount of $30 million plus the new
money amount.  But the debt outstanding under the credit agreement
does not grant the secured lender a lien on the Debtors' leases.
It is also settled that a secured lender may only credit bid on
assets on which it holds a lien, and must bid cash for
unencumbered assets.

According to the Debtors' case docket, these entities also filed
their objections to the proposed sale procedures:

   -- Ad Valorem Taxing Authorities;
   -- Los Angeles County Treasurer and Tax Collector;
   -- Maricopa County Treasurer; and
   -- AFCO Credit Corporation

The case docket also disclosed that on Jan. 31, 2012, the Court
entered an order approving the asset purchase agreement and
authorizing the sale of certain assets outside the ordinary course
of business.

                     About ALC Holdings LLC

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

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

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

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


ALLY FINANCIAL: Incurs $250 Million Net Loss in 2011
----------------------------------------------------
Ally Financial Inc. reported a net loss of $250 million on
$592 million of Global Automotive Services for the fourth quarter
of 2011, compared with net income of $79 million on $762 million
of Global Automotive Services for the same period during the prior
year.

The Company reported a net loss of $201 million on $2.72 billion
of Global Automotive Services for the year 2011, compared with net
income of $1.07 billion on $3.11 billion of Global Automotive
Services during the prior year.

"Ally's premier auto finance franchise and leading direct banking
platform, Ally Bank, continued to post strong performance through
the year," stated Ally Chief Executive Officer Michael A.
Carpenter.  "Our efforts to grow used, leasing and diversified
automotive originations have been successful despite increased
competition, with consumer originations in the U.S. up 27 percent.
Ally Bank continued to attract new customers and retain existing
ones with a unique consumer value proposition and expanded product
offerings that are resonating in the marketplace."

"The charge taken to address foreclosure-related issues offset
profitable performance in the global automotive services
operation," Carpenter continued.  "One of our key priorities
remains aggressively addressing the risks related to the mortgage
business and taking steps to protect the key franchises at Ally.
This will be critical to advance plans to repay the U.S.
taxpayer."

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

                        http://is.gd/mrljUr

                       About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/
-- is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

The Company has tapped Goldman Sachs Group Inc. and Citigroup Inc.
to advise on a range of issues, including strategic alternatives
for the mortgage business and repayment of taxpayer funds.

The Company's balance sheet at Sept. 30, 2011, showed $181.95
billion in total assets, $162.22 billion in total liabilities and
$19.73 billion in total equity.

                              ResCap

According to the Form 10-Q for the quarter ended Sept. 30, 2011,
although Ally's continued actions through various funding and
capital initiatives demonstrate support for ResCap, there can be
no assurances for future capital support.  Consequently, there
remains substantial doubt about ResCap's ability to continue as a
going concern.  Should Ally no longer continue to support the
capital or liquidity needs of ResCap or should ResCap be unable to
successfully execute other initiatives, it would have a material
adverse effect on ResCap's business, results of operations, and
financial position.

Ally has extensive financing and hedging arrangements with ResCap
that could be at risk of nonpayment if ResCap were to file for
bankruptcy.  At Sept. 30, 2011, Ally had $1.9 billion in secured
financing arrangements with ResCap of which $1.2 billion in loans
was utilized.  At Sept. 30, 2011, the hedging arrangements were
fully collateralized.  Amounts outstanding under the secured
financing and hedging arrangements fluctuate.  If ResCap were to
file for bankruptcy, ResCap's repayments of its financing
facilities, including those with Ally, could be slower.  In
addition, Ally could be an unsecured creditor of ResCap to the
extent that the proceeds from the sale of Ally's collateral are
insufficient to repay ResCap's obligations to the Company.  It is
possible that other ResCap creditors would seek to recharacterize
Ally's loans to ResCap as equity contributions or to seek
equitable subordination of Ally's claims so that the claims of
other creditors would have priority over Ally's claims.  In
addition, should ResCap file for bankruptcy, Ally's $331 million
investment related to ResCap's equity position would likely be
reduced to zero.  If a ResCap bankruptcy were to occur and a
substantial amount of Ally's credit exposure is not repaid to the
Company, it could have an adverse impact on Ally's near-term net
income and capital position, but Ally does not believe it would
have a materially adverse impact on Ally's consolidated financial
position over the longer term.

                         *     *     *

As reported by the TCR on May 6, 2011, Standard & Poor's Ratings
Services raised its long-term counterparty credit ratings on both
Ally Financial Inc. (formerly GMAC Inc.) and subsidiary
Residential Capital LLC (ResCap) to 'B+' from 'B'.  The outlook on
both ratings is stable.  "Ally, an automobile- and mortgage-
finance and servicing company, and ResCap, its mortgage
subsidiary, improved their capital, credit quality, earnings, and
liquidity in recent months," said Standard & Poor's credit analyst
Brendan Browne.  They also settled a material portion of their
mortgage repurchase risk and have been profitable.

In February 2011, Moody's Investors Service upgraded the issuer
and senior unsecured ratings of Ally Financial Inc. and its
supported subsidiaries to B1 from B3.  Concurrently, Moody's
upgraded the senior secured (second lien) and senior unsecured
ratings of mortgage finance subsidiary Residential Capital LLC to
Caa3 and Ca, respectively, from C.  The rating outlook for both
Ally and ResCap is stable.

Moody's said the Ally and ResCap upgrades reflect a decline in
ResCap's exposure to portfolio under-performance and mortgage
repurchase risks and an associated decrease in contingent risks to
Ally relating to its support of ResCap.  Additional factors
supporting Ally's upgrade include its strengthened liquidity and
capital positions and prospects for continued profitability in its
core auto finance and mortgage businesses based upon positive
asset quality performance trends.


ASSET ACCEPTANCE: S&P Affirms 'B+'; Outlook Changed to 'Stable'
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Asset
Acceptance Capital Corp., a consumer debt collection company, to
stable from negative and affirmed the 'B+' issuer credit rating on
the company.

AACC recently announced that its operating subsidiary, Asset
Acceptance LLC, has reached a settlement with the Federal Trade
Commission (FTC) over alleged violations of collection laws,
concluding an investigation that began in 2006.

"The settlement removes significant uncertainty regarding AACC, in
our view, and is unlikely to substantially impair the company's
operations or cash flows," said Standard & Poor's credit analyst
Brendan Browne. "In addition, the settlement came roughly two
months after the company refinanced its outstanding debt,
ameliorating concerns about its funding profile. In November
2011, AACC extended the maturities of its revolving credit
facility and term loan to 2016 and 2017 from 2012 and 2013, albeit
at materially higher interest rates."

"We believe that AACC has worked closely with the FTC in recent
years to strengthen its collection practices and has already
implemented many of the other changes that the settlement
requires," said Mr. Browne. "This may give it some edge over
competitors, which at some point could be required to make
similar operational changes. The FTC and the Consumer Financial
Protection Bureau (CFPB), which will also regulate the industry,
may look to force all debt collectors to make the changes AACC is
implementing."

Still, AACC and its competitors continue to face material
regulatory risk and their earnings generally remain well below
prerecession levels. The rating on the company reflects these
factors. "We believe the FTC and CFPB are likely to continue
scrutinizing collectors and could institute further changes to
collection rules," said Mr. Browne. "This heightened regulatory
risk may also have weakened AACC and its competitors' financial
flexibility. Investors may be less inclined than previously to
provide debt or equity support to institutions they view as under
regulatory pressure."

"The stable outlook reflects our expectation that the settlement
with the FTC will not result in a material drop in AACC's
collections. We also expect the company's earnings to moderately
improve in 2012 as it benefits from recent cost cutting and the
relatively low prices it paid for receivables in 2010 and
most of 2011," S&P said

"We could lower the rating if either of these expectations is not
met, particularly if the requirements in the FTC settlement weigh
heavily on AACC's earnings. We could raise the rating if the
company's earnings improve more than we expect -- close to the
prerecession levels. For instance, the company reported $46
million and $20 million in earnings in 2006 and 2007 well above
the roughly $1 million for the 12 months ended September 2011.
However, AACC's concentration in a highly competitive industry
with substantial regulatory risk limits significant upward
movement of the rating from its current level," S&P said.


ATLANTIC & PACIFIC: Can Commence GOB Sales at 14 Banner Stores
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has authorized The Great Atlantic & Pacific Tea Company, Inc., et
al., pursuant to Sections 105(a) and 363 of the Bankruptcy Code,
to conduct GOB sales at 14 Banner Stores, in their sole
discretion.

To the extent the Debtors remain in possession of an Affected
Store location after the applicable lease is rejected pursuant to
Section 365 of the Bankruptcy Code, the Debtors will continue to
pay rent to the applicable lessor pursuant to the applicable lease
and state law.  Pursuant to Section 365 of the Bankruptcy Code,
the applicable Debtors are authorized to reject the leases, and
such leases are deemed rejected as of Jan. 31, 2012, unless
previously assigned pursuant to the lease procedures.

The Debtors are authorized to sell pharmaceutical assets to the
highest and best bidders as identified by the Debtors in their
business judgment and subject to applicable public health, safety
and privacy requirements imposed by applicable non-bankruptcy law.
To the extent applicable, the Debtors will comply with the
requirements for the sale of de minimis assets, as approved by the
Court.

The Debtors are authorized to enter into a liquidation consulting
and/or services agreement to the extent the Debtors deem
necessary.

A copy of the Order authorizing the Debtors to apply the Court-
approved GOB procedures to conduct GOB Sales together with the
list of Affected Stores (Exhibit 1), the GOB Sales Limitations
(Exhibit 2) and the Rejected Leases (Exhibit 3) is available for
free at http://bankrupt.com/misc/a&p.doc3294.pdf

                  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.


ATLANTIC & PACIFIC: Exclusive Filing Period Extended to June 12
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has extended Great Atlantic & Pacific's exclusive period to
propose a Chapter 11 plan through June 12, 2012, and exclusive
solicitation period through Aug. 12, 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.


ATLANTIC & PACIFIC: Court Okays Greer Butlers' Late Claim Motion
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has permitted the late filing of Greer Butler's proof of claim in
Great Atlantic & Pacific and its U.S. subsidiaries' Chapter 11
cases.  The proof of claim of Greer Butler dated May 27, 2011,
which was sent to Debtors' counsel on or about June 2, 2011, will
be deemed timely filed.

                  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.


ATRINSIC INC: Stuart Goldfarb Resigns as Chief Executive Officer
----------------------------------------------------------------
Stuart Goldfarb resigned as Atrinsic Inc.'s Chief Executive
Officer on Jan. 30, 2012.  On the same date, the Company appointed
its chief financial officer, Nathan Fong, to serve as the
Company's chief executive officer until his successor in that
capacity is appointed by the Company's Board of Directors.
Mr. Goldfarb will continue to serve on the Company's Board of
Directors, a position he has held since January 2010.

                        About Atrinsic Inc.

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

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

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

As reported in the TCR on April 12, 2011, KPMG LLP, in New York,
expressed substantial doubt about Atrinsic's ability to continue
as a going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has suffered recurring
losses from operations.


BASIC ENERGY: Moody's Raises Corporate Family Rating to 'B1'
------------------------------------------------------------
Moody's Investors Service upgraded Basic Energy Services, Inc.'s
(Basic) Corporate Family Rating (CFR) to B1 from B2, and upgraded
the company's senior unsecured notes to B2 from B3. The
Speculative Grade Liquidity rating remained unchanged at SGL-2.
The outlook is stable.

RATINGS RATIONALE

"The upgrade reflects Basic's expanded service base, particularly
in the pressure pumping segment; enhanced presence in liquids-rich
areas; supportive capital spending by upstream companies; and
Moody's expectation that the company's financial leverage will
remain on a downward trajectory," said Sajjad Alam, Moody's
analyst. "Basic's revenues and operating margins have shown steady
improvements since bottoming out in mid 2009 and recovered to the
pre-downturn levels. We believe the demand for well site services
will remain sufficiently healthy in 2012 to uphold the B1 CFR."

While leverage, as measured by debt to EBITDA, was just under 3x
at September 30, 2011, Moody's expects this ratio to improve
further and provide additional balance sheet flexibility to
counter any sudden slowdown in the industry.

The B1 CFR reflects Basic's scale, its broad suite of well site
service offerings, a diversified customer base, and the company's
improving financial performance. Notwithstanding its concentration
in the Permian basin, the company has a wider geographic presence
compared to smaller, regional competitors and continues to augment
its footprint in oil and liquids-rich areas, where drilling is
expected to remain most active.

The rating also considers Basic's relatively small tangible asset
base, the highly cyclical nature of the land drilling sector and
the inherent volatility in Basic's revenues and cash flows. The
excessive volatility in Basic's operating environment was evident
in the 2009 industry downturn when the company's year-over-year
EBITDA declined by roughly 80%. While the company's focus is
primarily on well services needed by upstream operators over the
life of a well, Basic's financial performance will continue to be
highly correlated to drilling activity in North America,
particularly with the level of pressure pumping demand for well
completion. Additionally, low natural gas prices and curtailed
gas-directed drilling will be a headwind in 2012. Moody's notes
that although Basic has been successful in growing its margins to
this point in the up-cycle, there will be margin pressure going
forward driven by the sector-wide rising personnel and raw
materials costs as the company looks to add to its service
capacity. Therefore, low leverage and ample liquidity will remain
keys to preserving the B1 rating.

Basic is expected to maintain good liquidity through the end of
2012 which is captured in Moody's SGL-2 rating. Operating cash
flow and balance sheet cash should cover the company's projected
$250 million capital requirements in 2012 and also provide funds
for small-scale acquisitions. The company had $76 million of cash
and full availability under its $225 million secured revolving
credit facility at September 30, 2011. Moody's does not anticipate
any revolver usage over the near term. There is ample headroom
under the two financial covenants governing the credit facility
and the company should have unimpeded access to the revolver.

The B2 rating on the senior unsecured notes reflects both Basic's
overall probability of default, to which Moody's assigns a PDR of
B2, and a loss given default of LGD 4 (61%). Basic's $225 million
senior credit facility is secured by substantially all assets of
the company and guaranteed on a joint and several basis by each of
Basic's material subsidiaries. Under Moody's Loss Given Default
Methodology, the senior unsecured notes are rated one notch below
the B1 CFR reflecting the priority of claim of the senior secured
revolving credit facility in a liquidation or bankruptcy.

The stable outlook reflects Moody's anticipation that drilling
activity will remain healthy in Basic's core geographic locations
and the company will not incur any meaningful debt in 2012.

Although unlikely in 2012, the rating could be considered for an
upgrade in the future if Basic can improve the scale and scope of
its operations, broaden its geographic footprint and maintain debt
to EBITDA firmly below 2.0x. A downgrade is possible if the
company is unable to sustain leverage below 3.5x.

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

Headquartered in Midland, Texas, Basic Energy Services, Inc. is a
provider of onshore well site services to upstream oil and gas
companies in the United States.


BEACON POWER: Court Approves Use of Cash Collateral on Final Basis
------------------------------------------------------------------
Beacon Power Corp. and its debtor-affiliates received final
authority from the U.S. Bankruptcy Court in Delaware to use cash
collateral.

As reported in the Troubled Company Reporter on Nov. 4, 2011,
Beacon Power was given interim approval Nov. 2 to use some
$3 million in cash collateral over objections from the U.S. Energy
Department, which guaranteed a $39.1 million loan.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that Beacon told the judge that financing dried up and
the company was forced into bankruptcy as a result of the
firestorm over the government loan guarantee for Solyndra LLC.

The TCR, citing a report by Mr. Rochelle, said Nov. 17 that Beacon
would be out of business if the U.S. Energy Department succeeds
with its objection to the company's continuing use of the
government's $3 million in cash collateral.  The government argued
that operation of Beacon's plant results in a $1 million monthly
cash loss.  The DOE contended that the little remaining cash can't
be used for "any economically rational purpose."

                        About Beacon Power

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

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

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

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

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

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


BEAZER HOMES: Reports $739,000 Net Income in First Quarter
----------------------------------------------------------
Beazer Homes USA, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting
net income of $739,000 on $188.54 million of total revenue for the
three months ended Dec. 31, 2011, compared with a net loss of
$48.81 million on $108.95 million of total revenue for the same
period during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $1.87 billion
in total assets, $1.67 billion in total liabilities, and
$200.38 million in total stockholders' equity.

"I am pleased with our results for the quarter," said Allan
Merrill, President and Chief Executive Officer of Beazer Homes.
"In spite of still challenging market conditions, our team managed
to generate a 36% improvement in year-over-year new home orders
while reducing overhead costs in dollar and percentage terms.
While we have a lot of work in front of us to return to
sustainable profitability, we are committed to delivering higher
orders and closings as well as positive EBITDA for the full fiscal
year."

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

                        http://is.gd/yKEtoj

                        About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

                          *     *     *

Beazer carries (i) a 'B-' issuer credit rating, with "stable"
outlook, from Standard & Poor's, (ii) 'Caa1' probability of
default and long term corporate family ratings from Moody's, and
(iii) 'B-' issuer default rating, with stable outlook, from Fitch
Ratings.

Fitch said in November 2010 that the ratings and Outlook for
Beazer reflect the company's healthy liquidity position, improved
capital structure as well as the challenges still facing the
housing market.  Fitch expects existing home sales will decline
7.5% in 2010 and increase 6% in 2011.

S&P said that although Beazer's business and liquidity profiles
have improved, S&P doesn't anticipate raising its ratings on the
company over the next 12 months because S&P expects costs
associated with the company's heavy debt load will weigh on
profitability.

The 'Caa1' corporate family rating, Moody's said in November 2010,
reflects its expectation that Beazer has reduced costs
sufficiently that it will continue to reduce losses in fiscal
2011.  The impairments and other charges are likely to be less
material going forward, given the company's improving gross margin
performance, stabilizing pricing environment, and increasing
absorptions.  However, Moody's expectation is that Beazer's cash
flow performance will weaken in 2011, as the benefits of inventory
liquidation have largely played out.  The ratings also reflect the
company's extended debt maturity profile, improved Moody's-
adjusted debt leverage, and increased net worth position.


BIOVEST INTERNATIONAL: OneMedPlace Initiates Research Coverage
--------------------------------------------------------------
Biovest International, Inc., a majority-owned subsidiary of
Accentia Biopharmaceuticals, Inc., announced that OneMedPlace, a
biotechnology-focused research and media organization engaged by
Biovest, has initiated research coverage on Biovest.  The new
report, issued this week by Dr. Malini Chatterjee, Ph.D.,
discusses the anticipated regulatory pathway and market
opportunity for BiovaxID, Biovest's personalized cancer vaccine
for the treatment of certain B-cell subtypes of non-Hodgkin's
lymphoma.

Dr. Chatterjee's report forecasts, "Over the next several months,
BVTI's market position and stock profile could change dramatically
as the company prepares for key pre-filing regulatory meetings
that will determine the approval pathway forward for its
personalized cancer vaccine targeting the treatment of follicular
lymphoma (FL), an incurable form of NHL blood cancer.  Assuming
positive upcoming meetings with various U.S. and international
regulatory agencies including Health Canada, FDA (US) and EMA
(EU), BVTI will likely apply for licensure of their active
immunotherapy vaccine in 2012, seeking approval for BiovaxID for
the treatment of indolent FL."

Biovest's Senior Vice President, Product Development & Regulatory
Affairs, Dr. Carlos F. Santos, Ph.D., further elaborated on the
Company's regulatory strategy yesterday at the Phacilitate Vaccine
Forum Washington 2012, stating, "We have started the process of
meeting with regulators, and over the next few months, we expect
to report on the outcomes from multiple BiovaxID clinical pre-
filing meetings including with Health Canada, the EMA, individual
EU national agencies, and the FDA.  The guidance and
recommendations received at these meetings will determine the next
steps in seeking approvals for BiovaxID."

                     About Biovest International

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

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

Biovest, along with its subsidiaries, Biovax, Inc., AutovaxID,
Inc., Biolender, LLC, and Biolender II, LLC, filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 08-17796) on
Nov. 10, 2008.  Biovest emerged from Chapter 11 protection, and
its reorganization plan became effective, on Nov. 17, 2010.

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

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

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


BMB MUNAI: Daymon Smith Resigns as Director
-------------------------------------------
At a meeting of the board of directors of BMB Munai, Inc., on
Jan. 27, 2012, the board of directors accepted the resignation of
Daymon M. Smith as a director of the Company and as a member of
the Company's Audit Committee and Nominating and Governance
Committee.  To the Company's knowledge Dr. Smith's resignation was
not the result of any disagreement with the Company on any matter
relating to the Company's operations, policies or practices.

                          About BMB Munai

Based in Almaty, Kazakhstan, BMB Munai, Inc., is a Nevada
corporation that originally incorporated in the State of Utah in
1981.  Since 2003, its business activities have focused on oil and
natural gas exploration and production in the Republic of
Kazakhstan through its wholly-owned operating subsidiary Emir Oil
LLP.  Emir Oil holds an exploration contract that allows the
Company to conduct exploration drilling and oil production in the
Mangistau Province in the southwestern region of Kazakhstan until
January 2013.  The exploration territory of its contract area is
approximately 850 square kilometers and is comprised of three
areas, referred to herein as the ADE Block, the Southeast Block
and the Northwest Block.

The Company realized a loss from continuing operations of
$15.1 million during fiscal year 2011 compared to $10.7 million
during fiscal year 2010.  This 41% increase in loss from
continuing operations was primarily attributable to increased
general and administrative and interest expense and the foreign
exchange loss of $415,803 incurred during fiscal year 2011.

The Company's balance sheet at Sept. 30, 2011, showed
$88.38 million in total assets, $8.31 million in total
liabilities, all current, and $80.06 million in total
shareholders' equity.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, said that as a
result of the pending sale of Emir Oil LLP, BMB Munai will have no
continuing operations that result in positive cash flow, which
raise substantial doubt about its ability to continue as a going
concern.

                        Bankruptcy Warning

The Company has disclosed that if it does not complete the sale,
it will not have sufficient funds to retire the restructured
Senior Notes when they become due.  "In this event, we would
likely be required to consider liquidation alternatives, including
the liquidation of our business under bankruptcy
protection," the Company said.


CAESARS ENTERTAINMENT: Commences Process to Publicly List Shares
----------------------------------------------------------------
Caesars Entertainment Corporation announced the start of its
public share listing process and its offering of 1,811,313 shares
of its common stock.  Caesars has applied to list its common stock
on the Nasdaq Global Select Market under the symbol "CZR."  The
initial price of Caesars' common stock is expected to be between
$8.00 and $10.00 per share.  In addition, Caesars has granted to
the underwriters a 30-day option to purchase up to 271,697
additional shares of its common stock at the initial price less
underwriting discounts and commissions.

A primary purpose of this process is to facilitate a listing of
Caesars' common stock on the Nasdaq Global Select Market.  In
addition to the shares proposed to be sold by Caesars in the
offering, shares held by certain existing investors representing
approximately 27.8% of the Company's issued and outstanding
capital stock will be listed after giving effect to this offering,
of which approximately 18.8% will become freely tradable
immediately following this offering, with the remainder becoming
freely tradable 180 days after completion of the offering
described above.

Credit Suisse and Citigroup are acting as joint book-running
managers and representatives for the offering, BofA Merrill Lynch
and Deutsche Bank Securities are acting as joint book-running
managers for the offering and KeyBanc Capital Markets, Lebenthal &
Co., LLC, and Ramirez & Co., Inc., are acting as co-managers for
the offering.  The offering will be made only by means of a
prospectus.  Copies of the preliminary prospectus related to the
offering may be obtained, when available, from: Credit Suisse,
Attention: Prospectus Department, One Madison Avenue, New York,
New York, 10010, or by telephone at 1-800-221-1037, or by email at
newyork.prospectus@credit-suisse.com; or Citigroup, Attention:
Prospectus Department, Brooklyn Army Terminal, 140 58th Street,
8th Floor, Brooklyn, New York 11220, or by telephone at 1-877-858-
5407, or by email at batprospectusdept@citi.com.

A registration statement relating to these securities has been
filed with the Securities and Exchange Commission but has not yet
become effective.  A copy of the registration statement can be
accessed through the SEC's Web site.  These securities may not be
sold nor may offers to buy be accepted prior to the time that the
registration statement becomes effective.  This press release will
not constitute an offer to sell or the solicitation of an offer to
buy these securities, nor will there be any sale of these
securities in any state or jurisdiction in which that offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.

                    About Caesars Entertainment

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

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

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

                          *     *     *

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

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

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


CAESARS ENTERTAINMENT: Plans to Amend Senior Credit Facilities
--------------------------------------------------------------
Caesars Entertainment Operating Company, Inc., a wholly owned
subsidiary of Caesars Entertainment Corporation, intends to seek
amendments to its senior secured credit facilities to, among other
things:

   (i) extend the maturity of up to $4.0 billion aggregate
       principal amount of B-1, B-2 and B-3 term loans held by
       consenting lenders from Jan. 28, 2015, to Jan. 28, 2018,
       and increase the interest rate with respect to those
       extended term loans;

  (ii) convert original maturity revolver commitments held by
       consenting lenders to Extended Term Loans and promptly
       following such conversion, repay Extended Term Loans held
       by any consenting lender in an amount equal to 10% of the
       amount of revolver commitments that such lender elected to
       convert;

(iii) extend the maturity of original maturity revolver
       commitments held by consenting lenders who elect not to
       convert their commitments to term loans, from Jan. 28,
       2014, to Jan. 28, 2017, and increase the interest rate and
       the undrawn commitment fee with respect to those extended
       revolver commitments and upon the effectiveness of that
       extension, terminate 20% of extended revolver commitments
       on a pro rata basis; and

  (iv) modify certain other provisions of the credit facilities.

In connection with the proposed amendment, CEOC intends to raise
up to $1.25 billion of senior secured indebtedness and use up to
$1.0 billion of the net cash proceeds to repay a portion of the
term loans held by each Extending Term Lender on a pro rata basis,
with that repayment being applied, first, to such Extending Term
Lender's non-extended B-1, B-2 and B-3 term loans and, second, to
such Extending Term Lender's Extended Term Loans.  The proposed
amendment of the senior secured credit facilities and related
transactions are subject to market and other conditions, and may
not occur as described or at all.

                     About Caesars Entertainment

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

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

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

                          *     *     *

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

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

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


CAPITAL MARKETS: S&P Withdraws 'B' Counterparty Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' counterparty
credit and financial strength ratings on Capital Markets Assurance
Corp.

"We withdrew the ratings because of the company's merger and
insured portfolio transfer into MBIA Insurance Corp. (B/Negative/-
-)," S&P said.


CATALYST PAPER: S&P Cuts Corporate to 'D' on CCAA Filing
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Catalyst Paper Corp. to 'D' (default) from 'SD'
(selective default). Standard & Poor's also lowered its debt
rating on the company's $250 million unsecured notes due 2014 to
'D' from 'C'. The recovery rating on the notes is '6'.

"We downgraded the company after Catalyst announced it had filed
for creditor protection under the Companies' Creditors Arrangement
Act in British Columbia," said Standard & Poor's credit analyst
Jatinder Mall. "The filing resulted from the company's failure to
meet conditions subject to a consensual recapitalization
transaction that had the support of certain noteholders," Mr.
Mall added.

The 'D' ratings on Catalyst reflect the ongoing challenging
conditions the paper industry faces resulting in the company's
inability to generate meaningful cash flows to service a heavy
debt burden.

Catalyst is a diverse manufacturer of specialty mechanical
printing papers, newsprint, and pulp, with a combined annual
production capacity of 2 million metric tons. It has three
production facilities in British Columbia and one in Arizona.


CATASYS INC: David Smith Discloses 40.6% Equity Stake
-----------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, David E. Smith disclosed that, as of Dec. 27,
2011, he beneficially owns 16,821,851 shares of common stock of
Catasys, Inc., representing 40.6% of the shares outstanding.  As
previously reported by the TCR on Dec. 14, 2011, Mr. Smith
disclosed beneficial ownership of 13,813,954 shares.  A full-text
copy of the amended filing is available at http://is.gd/63q4pP

                        About Hythiam, Inc.

Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys,
Inc., is a healthcare services management company, providing
through its Catasys(R) subsidiary specialized behavioral health
management services for substance abuse to health plans.

The Company reported a net loss of $19.99 million on $448,000 of
total revenues for the twelve months ended Dec. 31, 2010, compared
with a net loss of $9.15 million on $1.53 million of total
revenues during the prior year.

The Company also reported a net loss of $1.32 million on $207,000
of total revenues for the nine months ended Sept. 30, 2011,
compared with a net loss of $7.53 million on $338,000 of total
revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$3.04 million in total assets, $5 million in total liabilities,
and a $1.95 million total stockholders' deficit.

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

                         Bankruptcy Warning

As of Nov. 9, the Company had a balance of approximately $243,000
cash on hand.  The Company had working capital deficit of
approximately $3.5 million at Sept. 30, 2011, and has continued to
deplete its cash position subsequent to Sept. 30, 2011.  The
Company has incurred significant net losses and negative operating
cash flows since its inception.  The Company could continue to
incur negative cash flows and net losses for the next twelve
months.  The Company's current cash burn rate is approximately
$450,000 per month, excluding non-current accrued liability
payments.  The Company expects its current cash resources to cover
expenses through November 2011, however delays in cash
collections, revenue, or unforeseen expenditures could impact this
estimate.  The Company will need to immediately obtain additional
capital and there is no assurance that additional capital can be
raised in an amount which is sufficient for the Company or on
terms favorable to its stockholders, if at all.  If the Company
does not immediately obtain additional capital, there is a
significant doubt as to whether the Company can continue to
operate as a going concern and the Company will need to curtail or
cease operations or seek bankruptcy relief.  If the Company
discontinues operations, the Company may not have sufficient funds
to pay any amounts to stockholders.


CELL THERAPEUTICS: Enters Into Office Lease Agreement with Selig
----------------------------------------------------------------
Cell Therapeutics, Inc., entered into an office lease agreement
with Selig Holdings Company LLC, to lease approximately 66,045
square feet of office space located at 3101 Western Avenue,
Seattle, Washington.  The Company plans to use the premises for
general office, administrative, storage and related purposes.

The term of the Lease is for a period of 120 months, commencing
the earlier of (i) May 1, 2012, or (ii) upon substantial
completion of the Work.  The Company has two five-year options to
extend the Term of the Lease at a market rate determined according
to the Lease.  The Lease provides for monthly payments of rent
during the Term as set forth in the Lease.  No rent will be due
during the first five months of the Term so long as the Company
performs all of its obligations under the Lease.  Rent will be
$27.00 per square foot per annum for the remainder of the first 12
months of the Term, with rent increasing three percent over the
prior year's rent amount for each year thereafter for the duration
of the Lease.  Additionally, the Lease provides that during the
first 12 months of the Term, the rent includes certain operating
and property tax expenses.  After the first 12 months of the Term,
the Company must pay the Landlord for the Company's share of
increases in certain operating and property tax expenses in
addition to the base rent.

Before the Company occupies the Premises, it plans to perform
improvements to the Premises and the IT/Storage Space, of which
Lessor will pay $50.00 per rentable square foot of the Premises
and $27.50 per rentable square foot of the finally determined
IT/Storage Space square footage.  The Company will pay any costs
in excess of the amounts specified to be paid by Lessor.

                       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.


CITIZENS CORP: Plan Promises to Repay Claims in 5 Years
-------------------------------------------------------
Citizens Corp. filed a proposed plan of reorganization dated Jan.
19, 2012, and an explanatory disclosure statement.

Under the Plan, the Debtor will refinance or sell sufficient
assets to make any balloon payments in year five of the Plan in
excess of projected cash flow.  The Debtor expects to have
accumulated sufficient funds to meet its operating expenses post-
confirmation and make all Plan payments.  The Debtor also
possesses claims against Tennessee Commerce Bank and Legends Bank
and other possible recovery causes of action, the value of which
is not known at this time.  Plan payments are not dependent upon
the outcome of any litigation.

The classification and treatment of claims under the Plan are:

     A. Class 1 Administrative Claims will be fully paid within 10
        business days of the later of a final order allowing the
        Claim, or the Effective Date of the Plan.

     B. Class 2 Tax Claims will be fully paid with interest at 2%
        in equal monthly installments beginning six months after
        the Effective Date of the Plan until paid in full 60
        months after the Effective Date of the Plan.

     C. Class 3 Secured Claim of Lender Group will be paid in
        full, plus interest accruing since the Petition Date and
        reasonable attorneys' fees and costs, but in no event will
        any Class 3 Allowed Claim exceed the value of the Class 3
        Collateral.  The Debtor will pay any Class 3 Allowed Claim
        in equal monthly installments of principal and interest at
        an interest rate of 2% in an amount that would fully
        amortize any Class 3 Allowed Claim over a period of 30
        years.  All principal amounts that remain owing on any
        Class 3 Allowed Claim will be due and payable in full 60
        months after the Effective Date of the Plan.

     D. Class 4 Secured Claim of Cisco Capital will be allowed in
        the amount of $45,000, plus interest accruing since the
        Petition Date and reasonable attorneys' fees and costs,
        but in no event will the Allowed Class 4 Claim exceed the
        value of the Class 4 Collateral.  The Debtor will pay the
        Allowed Class 4 Claim in equal monthly installments of
        principal and interest at an interest rate of 2% in an
        amount that would fully amortize the Allowed Class 4 Claim
        over a period of 30 years.  All principal amounts that
        remain owing on the Allowed Class 4 Claim will be due and
        payable in full 60 months after the Effective Date of the
        Plan.

     E. Class 5 Secured Claim of US Bancorp Equipment Finance will
        be allowed in the amount of $13,897.36, plus interest
        accruing since the Petition Date and reasonable attorneys'
        fees and costs, but in no event will the Allowed Class 5
        Claim exceed the value of the Class 5 Collateral.  The
        Debtor will pay the Allowed Class 5 Claim in equal monthly
        installments of principal and interest at an interest rate
        of 2% in an amount that would fully amortize the Allowed
        Class 5 Claim over a period of 30 years.  All principal
        amounts that remain owing on the Allowed Class 5 Claim
        will be due and payable in full 60 months after the
        Effective Date of the Plan.

     F. Class 6 Unsecured Claims of Lender Group will be allowed
        in the amount of $462,775.63.  The Debtor will commence
        paying all Allowed Class 6 Unsecured Claims in 60 equal
        monthly installments of $7,713 until all Class 6 Allowed
        Claimants will be paid in full.

     G. Class 7 General Unsecured Claims will be allowed in the
        amount of $80,939.81.  The Debtor will commence paying all
        allowed Class 7 General Unsecured Claims in 60 equal
        monthly installments of $1,349 until all Class 7 allowed
        claimants will be paid in full.

     H. Class 8 Landlord Claims will be allowed in the amount of
        $22,797.10.  The Debtor will commence pay any allowed
        Class 8 Landlord Claim in 60 equal monthly installments of
        $380 until it is paid in full.

     I. Class 9 Interest Holders will retain their interests in
        the Debtor.

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

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

                        About Citizens Corp.

Franklin, Tennessee-based Citizens Corp. operates a mortgage
brokerage business.  Citizens Corp. filed for Chapter 11
bankruptcy (Bankr. M.D. Tenn. Case No. 11-11792) on Nov. 28, 2011.
Judge George C. Paine, II, presides over the case.  Robert J.
Mendes, Esq., at MGLAW, PLLC, serves as the Debtor's counsel.
Marion Ed Lowery, a former owner of Peoples State Bank of Commerce
of Nolensville and various other entities, serves as chairman of
the company.  He signed the Chapter 11 petition.

Lenders Tennessee Commerce Bank is represented by David W.
Houston, IV, Esq., at Burr & Forman LLP.

Citizens filed lists of assets and liabilities showing property
worth $40.1 million and debt of $17.8 million.

As reported by the TCR on Jan. 24, 2012, Citizens Corp. filed
a reorganization plan offering to pay all creditors in full over
time, including Tennessee Commerce Bank and other secured lenders
owed $17.3 million.  Unsecured creditors, owed a combined $81,000,
would be paid off in equal installments over five years.


CITIZENS CORP: Amends Schedules of Assets and Liabilities
---------------------------------------------------------
Citizens Corp. filed with the Bankruptcy Court amended schedules
of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                         $0
  B. Personal Property            $53,971,951
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $17,318,768
  E. Creditors Holding
     Unsecured Priority
     Claims                                                 $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $566,512
                                  -----------      -----------
        TOTAL                     $53,971,951      $17,885,280

In the previous schedules, Citizens filed lists of assets and
liabilities showing property worth $40.1 million and debt of
$17.8 million.

A copy of the new schedules is available for free at:

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

                       About Citizens Corp.

Franklin, Tennessee-based Citizens Corp. operates a mortgage
brokerage business.  Citizens Corp. filed for Chapter 11
bankruptcy (Bankr. M.D. Tenn. Case No. 11-11792) on Nov. 28, 2011.
Judge George C. Paine, II presides over the case.  Robert J.
Mendes, Esq., at MGLAW, PLLC, serves as the Debtor's counsel.
Marion Ed Lowery, a former owner of Peoples State Bank of Commerce
of Nolensville and various other entities, serves as chairman of
the company.  He signed the Chapter 11 petition.

Lenders Tennessee Commerce Bank is represented by David W.
Houston, IV, Esq., at Burr & Forman LLP.

As reported by the TCR on Jan. 24, 2012, Citizens Corp. filed
a reorganization plan offering to pay all creditors in full over
time, including Tennessee Commerce Bank and other secured lenders
owed $17.3 million.  Unsecured creditors, owed a combined $81,000,
would be paid off in equal installments over five years.


CLARE OAKS: Can Employ CliftonLarsonAllen LLP as Accountants
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has granted Clare Oaks permission to employ CliftonLarsonAllen
as its accountants, retroactive to Dec. 5, 2011.

Subject to review and further approval of the Court, the Debtor is
authorized to pay CLA up to a total of $64,500 as invoices are
presented in respect of CLA's delivery and the Debtor's acceptance
of each component of work product.  CLA waives and releases any
and all claims against the Debtor's estate that arose prior to
Dec. 5, 2011.

As reported in the TCR on Jan. 30, 2012, the Debtor relates that
on Jan. 12, 2012, it entered into a third engagement agreement
with CLA for the audit of its Project Cost Report:

  1. The Audit Agreement requires CLA to: (a) update and complete
the audit of the Debtor's financial statements for the year ended
June 30, 2009; and (b) update and complete the audit of the
Debtor's financial statements for the year ended June 30, 2010.
Prepetition, CLA started, but did not complete, the financial
statement audits.  The fee to update and complete the two
financial statement audits will be no more than approximately
$27,000.

  2. The Consulting Agreement requires CLA to provide, inter
alia, accounting and consulting services related to Medicare and
Medicaid reimbursement and cost reporting issues.  The fee for
these services will be no more than $30,000.

  3. The Cost Report Agreement requires CLA to audit the Debtor's
Project Cost Report and to provide an opinion on whether the
Project Cost Report is fairly presented, in all material respects,
in conformity with generally accepted accounting principles.  The
fee for these services will range between $5,000 and $7,500.

Pursuant to the Engagement Agreements, CLA has agreed that its
audit and consulting services will cost no more than $64,500,
itemized as:

  a) Update and complete audit of financial statements for year
ended June 30, 2009 ($12,000);

  b) Update and complete audit of financial statements for year
ended June 30, 2010 ($15,000);

  c) Provide accounting support related to Medicare and Medicaid
reimbursement and cost reporting issues, as well as other general
consulting services required by the Debtor ($30,000); and

  d) Audit the Project Cost Report (between $5,000 and $7,500).

Chad Kunze, a partner and C.P.A. at CliftonLarsonAllen LLP, tells
the Court that the billing rates pursuant to the Audit Agreement
and Cost Report Agreement are:

        Professional                              Rate
        ------------                              ----
        Chad Kunze, audit partner                 $295
        Tim Richter, audit in-charge              $175
        Chris Piche', quality review              $385
        Various Audit Staff                   $130 - $175
        Client service assistants              $80 - $105

The billing rates pursuant to the Consulting Agreement are:

        Consultant                                Rate
        ----------                                ----
        Chad Kunze, partner                       $295
        Debbie Elsey, reimbursement principal     $380
        Other Consultants (Clinical, Nursing,
          Billing, etc.)                      $275 - $400
        Tim Richter, cost report in-charge        $175
        Various Reimbursement Staff           $130 - $175
        Client service assistants              $80 - $105

Mr. Kunze also tells the Court that CLA holds an unsecured claim
against the Debtor of $27,541 for unpaid services related to its
preparation of Medicare cost reports, tax extension requests,
arbitrage rebate reports, and other services.  Mr. Kunze assures
the Court that the fact that CLA holds an unsecured claim for
services rendered prepetition will not impact the judgment of the
CLA professionals or the quality of services provided.  But if the
Court believes that holding such claim disqualifies CLA from
employment, CLA agrees to waive it.

About Clare Oaks

Clare Oaks, an Illinois not-for-profit corporation organized under
section 501(c)(3) of the Internal Revenue Code, operates a
namesake continuing care retirement community in Bartlett,
Illinois.  Its members are the Sisters of St. Joseph of the Third
Order of St. Francis, a Roman Catholic religious institute, who
are elected and serving as the members of the Central Board of the
Congregation.  Clare Oaks is managed by CRSA/LCS Management LLC,
an affiliate of Life Care Services LLC.

Clare Oaks filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-48903) on Dec. 5, 2011.  Judge Pamela S. Hollis presides
over the case.  David R. Doyle, Esq., George R. Mesires, Esq., and
Patrick F. Ross, Esq., at Ungaretti & Harris LLP, in Chicago,
serve as the Debtor's counsel.  North Shores Consulting serves as
the Debtor's operations consultant.  Continuum Development
Services and Alvarez & Marsal Healthcare Industry Group LLC serve
as advisors.  Alvarez & Marsal's Paul Rundell serves as the Chief
Restructuring Officer.  Sheila King Marketing + Public Relations
serves as communications advisors.  CliftonLarsonAllen is the
Debtor's accountants.  B.C. Ziegler and Company is the Debtor's
proposed investment banker and financial advisor.  In its
petition, Clare Oaks estimated $100 million to $500 million in
assets and debts.  The petition was signed by Michael D. Hovde,
Jr., president.

Attorneys at Neal Wolf & Associates, LLC, represent the Official
Committee of Unsecured Creditors as counsel.

Wells Fargo, as master trustee and bond trustee, is represented by
Daniel S. Bleck, Esq., and Charles W. Azano, Esq., at Mintz Levin
Cohen Ferris Glovsky and Popeo PC; and Robert M. Fishman, Esq.,
and Allen J. Guon, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC.  Sovereign Bank, the letters of credit issuer, is
represented by John R. Weiss, Esq., at Duane Morris LLP.  Senior
Care Development LLC, the DIP Lender, is represented by William S.
Fish, Jr., Esq., and Sarah M. Lombard, Esq., at Hinckley Allen &
Snyder LLP.


CLARE OAKS: Proposes BC Ziegler as Investment Banker
----------------------------------------------------
Clare Oaks asks the U.S. Bankruptcy Court for the Northern
District of Illinois for authorization to employ B.C. Ziegler and
Company as the Debtor's investment banker and financial advisor,
effective as of Dec. 5, 2011.

BCZ will render financial advisory and investment banking services
to the Debtor in connection with the possible sale, merger,
affiliation, lease, recapitalization, debt restructuring, or other
similar transaction.

Specifically, among other things, BCZ will evaluate the financial
condition and performance of the Debtor; prepare distribution
materials and solicit potential investors and other interested
parties; assist the Debtor in closing any Transaction; and provide
additional needed support as reasonably requested by the Debtor.

Subject to the Court's approval, the Engagement Agreement with BCZ
provides that the Debtor will indemnify and hold harmless BCZ, its
affiliates, and certain persons associated with BCZ or its
affiliates relating to or arising out of the Debtor's engagement
of BCZ, except that the Debtor will not be responsible for any
claims, liabilities, losses, damages, or expenses which have
resulted directly and primarily from BCZ's bad faith, gross
negligence, or willful misconduct.

The Debtor has agreed to compensate BCZ for services rendered as
follows:

  (a) Without the need for further Court approval, a transaction
      success fee, payable upon the closing of a Transaction from
      proceeds of that Transaction and based on the following
      percentages:

     (i) In the event of a sale of assets, affiliation with
         another organization, or another change of control
         Transaction, the Transaction Success Fee will be 1.5% of
         "Aggregate Consideration" received in relation to the
         Transaction; or

    (ii) In the event the Bonds are restructured, and there is not
         a change in control Transaction, the Transaction Success
         Fee will be 0.5% of the par amount of current pay or
         deferred pay bonds payable after the restructuring.

  (b) In the event the Debtor elects not to pursue a Transaction,
      a minimum fee of $200,000, which will be paid to BCZ within
      5 business days of such election not to pursue a
      Transaction.

BCZ will seek reimbursement from the Debtor for reasonable out-of-
pocket expenses, including, but not limited to, legal fees and
other advisor fees, regardless of whether a Transaction is
successfully completed.

To the best of the Debtor's knowledge, information, and belief,
BCZ neither holds nor represents any interest adverse to the
Debtor's bankruptcy estate, and is a "disinterested person," as
that term is defined in Section 101(14) of the Bankruptcy Code.

About Clare Oaks

Clare Oaks, an Illinois not-for-profit corporation organized under
section 501(c)(3) of the Internal Revenue Code, operates a
namesake continuing care retirement community in Bartlett,
Illinois.  Its members are the Sisters of St. Joseph of the Third
Order of St. Francis, a Roman Catholic religious institute, who
are elected and serving as the members of the Central Board of the
Congregation.  Clare Oaks is managed by CRSA/LCS Management LLC,
an affiliate of Life Care Services LLC.

Clare Oaks filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-48903) on Dec. 5, 2011.  Judge Pamela S. Hollis presides
over the case.  David R. Doyle, Esq., George R. Mesires, Esq., and
Patrick F. Ross, Esq., at Ungaretti & Harris LLP, in Chicago,
serve as the Debtor's counsel.  North Shores Consulting serves as
the Debtor's operations consultant.  Continuum Development
Services and Alvarez & Marsal Healthcare Industry Group LLC serve
as advisors.  Alvarez & Marsal's Paul Rundell serves as the Chief
Restructuring Officer.  Sheila King Marketing + Public Relations
serves as communications advisors.  CliftonLarsonAllen is the
Debtor's accountants.  B.C. Ziegler and Company is the Debtor's
proposed investment banker and financial advisor.  In its
petition, Clare Oaks estimated $100 million to $500 million in
assets and debts.  The petition was signed by Michael D. Hovde,
Jr., president.

Attorneys at Neal Wolf & Associates, LLC, represent the Official
Committee of Unsecured Creditors as counsel.

Wells Fargo, as master trustee and bond trustee, is represented by
Daniel S. Bleck, Esq., and Charles W. Azano, Esq., at Mintz Levin
Cohen Ferris Glovsky and Popeo PC; and Robert M. Fishman, Esq.,
and Allen J. Guon, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC.  Sovereign Bank, the letters of credit issuer, is
represented by John R. Weiss, Esq., at Duane Morris LLP.  Senior
Care Development LLC, the DIP Lender, is represented by William S.
Fish, Jr., Esq., and Sarah M. Lombard, Esq., at Hinckley Allen &
Snyder LLP.


CLARE OAKS: Can Employ A&M to Provide Chief Restructuring Officer
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has granted Clare Oaks permission to employ Alvarez & Marsal
Healthcare Industry Group, LLC, to provide the Debtor a Chief
Restructuring Officer and additional personnel and to designate
Paul Rundell as Chief Restructuring Officer for the Debtor,
retroactively to the Petition Date.

As reported in the TCR on Jan. 16, 2012, Mr. Rundell will serve as
the CRO to assist the Debtor with its reorganization efforts and
Chapter 11 case.  A&M will provide additional employees employed
by A&M and its professional service provider affiliates (all of
which are wholly-owned by its parent company and employees), and,
together with the CRO, as necessary to assist the CRO in the
execution of the duties.

The Debtor proposes to retain A&M to provide Mr. Rundell as CRO
and to provide the additional personnel to assist Mr. Rundell in
the execution of his duties on the terms and conditions set forth
in the engagement letter, dated Dec. 5, 2011 (which superseded the
previously executed engagement letter, dated Nov. 9, 2011).

Among other things, personnel to be provided by A&M will:

   (a) in cooperation with the Board of Directors or other
       applicable officers of the Debtor, perform a financial
       review of the Debtor, including but not limited to a review
       and assessment of financial information that has been, and
       that will be, provided by the Debtor to its creditors,
       including without limitation its short and long-term
       projected cash flows and operating performance;

   (b) assist in the identification (and implementation) of cost
       reduction and operations improvement opportunities; and

   (c) assist the Board and other Debtor engaged professionals in
       managing the process to find a suitable party for the
       Debtor to affiliate with, or sell substantially all of its
       assets to, including leading the discussions and
       negotiations (along with B.C. Ziegler and Company, the
       Debtor's proposed investment banker, or any other
       professional that may be engaged to assist in such
       process), on behalf of the Debtor.

A&M will be paid by the Debtor for the staffing services at their
customary hourly billing rates.  The current hourly billing rate
for Mr. Rundell is $650.  The current hourly billing rates for
David McLaughlin and Michael Biegel, the Additional Personnel
expected to be working significantly on this matter, are $500 and
$300, respectively.  The currently hourly rates for other
personnel are subject to these ranges that are based upon position
held:

      Managing Director          $650 to $850
      Director                   $450 to $650
      Associate                  $350 to $450
      Analyst                    $250 to $350

A&M will seek reimbursement for reasonable and necessary expenses
incurred in connection with the case, including, but not limited
to travel, lodging, computer research, and messenger and telephone
charges.  In addition, A&M will seek reimbursement for the
reasonable fees and expenses of its outside counsel incurred in
connection with the preparation and approval of this Motion.  All
fees and expenses due to A&M will be billed on a monthly basis.

On or about Nov. 14, 2011, A&M received $190,000 as a retainer in
connection with preparing for and conducting the filing of this
case.  No other transfers were made in the 90 days prior to the
Petition Date.

After the application of the retainer to A&M's prepetition fees
($164,200) and expenses ($172.64) for services performed to the
Debtor, the balance of the retainer as of the Petition Date was
approximately $25,627.

Paul Rundell, managing director of Alvarez & Marsal, attests that
the firm is a "disinterested person," as that term is defined in
Section 101(14) of the Bankruptcy Code.

                         About Clare Oaks

Clare Oaks, an Illinois not-for-profit corporation organized under
section 501(c)(3) of the Internal Revenue Code, operates a
namesake continuing care retirement community in Bartlett,
Illinois.  Its members are the Sisters of St. Joseph of the Third
Order of St. Francis, a Roman Catholic religious institute, who
are elected and serving as the members of the Central Board of the
Congregation.  Clare Oaks is managed by CRSA/LCS Management LLC,
an affiliate of Life Care Services LLC.

Clare Oaks filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-48903) on Dec. 5, 2011.  Judge Pamela S. Hollis presides
over the case.  David R. Doyle, Esq., George R. Mesires, Esq., and
Patrick F. Ross, Esq., at Ungaretti & Harris LLP, in Chicago,
serve as the Debtor's counsel.  North Shores Consulting is the
Debtor's operations consultant.  Continuum Development Services
and Alvarez & Marsal Healthcare Industry Group LLC serve as
advisors.  Alvarez & Marsal's Paul Rundell serves as the Chief
Restructuring Officer.  Sheila King Marketing + Public Relations
serves as communications advisors.  CliftonLarsonAllen is the
Debtor's accountants.  B.C. Ziegler and Company is the Debtor's
proposed investment banker and financial advisor.  In its
petition, Clare Oaks estimated $100 million to $500 million in
assets and debts.  The petition was signed by Michael D. Hovde,
Jr., president.

Attorneys at Neal Wolf & Associates, LLC, represent the Official
Committee of Unsecured Creditors as counsel.

Wells Fargo, as master trustee and bond trustee, is represented by
Daniel S. Bleck, Esq., and Charles W. Azano, Esq., at Mintz Levin
Cohen Ferris Glovsky and Popeo PC; and Robert M. Fishman, Esq.,
and Allen J. Guon, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC.  Sovereign Bank, the letters of credit issuer, is
represented by John R. Weiss, Esq., at Duane Morris LLP.  Senior
Care Development LLC, the DIP Lender, is represented by William S.
Fish, Jr., Esq., and Sarah M. Lombard, Esq., at Hinckley Allen &
Snyder LLP.


CLARE OAKS: Court Finds Patient Care Ombudsman Unnecessary
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has ordered that the appointment of a patient care ombudsman is
not necessary at this time for the protection of patients under
the specific facts of the Chapter 11 case of Clare Oaks.

As reported in the TCR on Jan 24, 2012, Clare Oaks tells the
Bankruptcy Court that the totality of circumstances in its
bankruptcy case demonstrates that the appointment of a Patient
Care Ombudsman is not necessary to protect residents of the Clare
oaks Campus.  The Debtor maintains that the patients' rights at
Clare Oaks are adequately protected through existing internal and
external safeguards, and it is able to maintain and provide
adequate services and care for its residents without the
appointment of a patient care ombudsman.

About Clare Oaks

Clare Oaks, an Illinois not-for-profit corporation organized under
section 501(c)(3) of the Internal Revenue Code, operates a
namesake continuing care retirement community in Bartlett,
Illinois.  Its members are the Sisters of St. Joseph of the Third
Order of St. Francis, a Roman Catholic religious institute, who
are elected and serving as the members of the Central Board of the
Congregation.  Clare Oaks is managed by CRSA/LCS Management LLC,
an affiliate of Life Care Services LLC.

Clare Oaks filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-48903) on Dec. 5, 2011.  Judge Pamela S. Hollis presides
over the case.  David R. Doyle, Esq., George R. Mesires, Esq., and
Patrick F. Ross, Esq., at Ungaretti & Harris LLP, in Chicago,
serve as the Debtor's counsel.  North Shores Consulting serves as
the Debtor's operations consultant.  Continuum Development
Services and Alvarez & Marsal Healthcare Industry Group LLC serve
as advisors.  Alvarez & Marsal's Paul Rundell serves as the Chief
Restructuring Officer.  Sheila King Marketing + Public Relations
serves as communications advisors.  CliftonLarsonAllen is the
Debtor's accountants.  B.C. Ziegler and Company is the Debtor's
proposed investment banker and financial advisor.  In its
petition, Clare Oaks estimated $100 million to $500 million in
assets and debts.  The petition was signed by Michael D. Hovde,
Jr., president.

Attorneys at Neal Wolf & Associates, LLC, represent the Official
Committee of Unsecured Creditors as counsel.

Wells Fargo, as master trustee and bond trustee, is represented by
Daniel S. Bleck, Esq., and Charles W. Azano, Esq., at Mintz Levin
Cohen Ferris Glovsky and Popeo PC; and Robert M. Fishman, Esq.,
and Allen J. Guon, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC.  Sovereign Bank, the letters of credit issuer, is
represented by John R. Weiss, Esq., at Duane Morris LLP.  Senior
Care Development LLC, the DIP Lender, is represented by William S.
Fish, Jr., Esq., and Sarah M. Lombard, Esq., at Hinckley Allen &
Snyder LLP.


CLARE OAKS: Wins Nod to Hire George Mesires as Bankruptcy Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has authorized Clare Oaks to employ George R. Mesires and
Ungaretti & Harris LLP as its bankruptcy counsel, retroactive to
the Petition Date.

The advance payment retainer and the other professional retainers
are approved.  U&H is authorized (a) to hold the advance payment
retainer and apply it to future allowed but unpaid fees and
expenses of U&H after appropriate application to the Court; and
(b) to release the remaining amount of the other professional
retainers to other professionals as directed by the debtor and, if
required, upon authorization by the court.

Compensation for services rendered and reimbursement of expenses
incurred by U&H will be subject to further order of the Court.

As reported in the TCR on Jan. 24, 2012, current billing rates for
the Ungaretti & Harris attorneys with primary responsibility for
these matters are: Donald L. Schwartz ($760/hour); George R.
Mesires ($475/hour); Patrick F. Ross ($265/hour); David R. Doyle
($245/hour).  Current billing rates for other Ungaretti & Harris
attorneys who may provide legal services in this case are:

     (a) Partners -- $315 to $760/hour
     (b) Associates -- $195 to $315/hour
     (c) Paralegals -- $175 to $205/hour

Pursuant to an engagement letter dated Nov. 1 2011, as amended,
the Debtor has agreed to compensate Ungaretti & Harris on a basis
that reflects a discount of approximately 10% from Ungaretti &
Harris' standard restructuring rates.

On Nov. 1, 2011, the Debtor transferred $750,000 to Ungaretti &
Harris, which was initially to be held in trust and thereafter
applied to various professionals as retainers, as contemplated by
the terms of the Engagement Letter.

Ungaretti & Harris will also request reimbursement for expenses
incurred in connection with its representation of the Debtor.

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

About Clare Oaks

Clare Oaks, an Illinois not-for-profit corporation organized under
section 501(c)(3) of the Internal Revenue Code, operates a
namesake continuing care retirement community in Bartlett,
Illinois.  Its members are the Sisters of St. Joseph of the Third
Order of St. Francis, a Roman Catholic religious institute, who
are elected and serving as the members of the Central Board of the
Congregation.  Clare Oaks is managed by CRSA/LCS Management LLC,
an affiliate of Life Care Services LLC.

Clare Oaks filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-48903) on Dec. 5, 2011.  Judge Pamela S. Hollis presides
over the case.  David R. Doyle, Esq., George R. Mesires, Esq., and
Patrick F. Ross, Esq., at Ungaretti & Harris LLP, in Chicago,
serve as the Debtor's counsel.  North Shores Consulting serves as
the Debtor's operations consultant.  Continuum Development
Services and Alvarez & Marsal Healthcare Industry Group LLC serve
as advisors.  Alvarez & Marsal's Paul Rundell serves as the Chief
Restructuring Officer.  Sheila King Marketing + Public Relations
serves as communications advisors.  CliftonLarsonAllen is the
Debtor's accountants.  B.C. Ziegler and Company is the Debtor's
proposed investment banker and financial advisor.  In its
petition, Clare Oaks estimated $100 million to $500 million in
assets and debts.  The petition was signed by Michael D. Hovde,
Jr., president.

Attorneys at Neal Wolf & Associates, LLC, represent the Official
Committee of Unsecured Creditors as counsel.

Wells Fargo, as master trustee and bond trustee, is represented by
Daniel S. Bleck, Esq., and Charles W. Azano, Esq., at Mintz Levin
Cohen Ferris Glovsky and Popeo PC; and Robert M. Fishman, Esq.,
and Allen J. Guon, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC.  Sovereign Bank, the letters of credit issuer, is
represented by John R. Weiss, Esq., at Duane Morris LLP.  Senior
Care Development LLC, the DIP Lender, is represented by William S.
Fish, Jr., Esq., and Sarah M. Lombard, Esq., at Hinckley Allen &
Snyder LLP.


CLARE OAKS: Committee Balks at Cash Access, Opposes Onerous Terms
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 case of Clare Oaks has filed a limited objection to (a)
the final approval of the second interim order regarding use of
cash collateral and adequate protection and (b) the final approval
of the interim order authorizing Debtor to obtain postpetition
financing on a senior secured superpriority basis.

The Committee tells the Court that it must modify certain of the
more onerous terms of the DIP Financing Order and the Cash
Collateral Order to insure fundamental fairness to unsecured
creditors and other parties in interest and to enable the
Committee to perform its statutory functions.

The Committee asks the Court to deny entry approval to the use of
cash collateral and access to DIP financing absent modifications
to alleviate these objections:

   1) Bar on Use of Cash Collateral for "Trustee Disputes" or
      "Lender Disputes.  The effect of these various provisions is
      to eliminate all Debtor claims against prepetition lenders
      Wells Fargo (in its capacity as bond trustee), Sovereign
      Bank and MB Financial Bank relating to the validity and
      amount of prepetition secured debt in the amount of almost
      $96 million and the priority, perfection and enforceability
      of Wells Fargo's asserted liens and security interests in
      substantially all of the property of the estate.

   2) Limitations on Funding for Committee Professionals (Cash
      Collateral Order.  The Committee cannot function without
      sufficient funding for its professionals, including counsel
      and a financial advisor should the committee determine it
      must employ one.

   3) Sale Milestones.  The Committee believes these time
      limitations unfairly limit Debtor's ability to market and
      finalize the sale of the Clare Oaks facility.

   4) Waiver of Section 506(c) Rights.  The requirement for Debtor
      to waive all its rights to seek to recover the costs of
      liquidating the lender's collateral from the proceeds of any
      Section 363 sale is contrary to Section 506(c) of the
      Bankruptcy Code.

   5) Limitations of Automatic Stay.  The provisions of both the
      Cash Collateral Order and the DIP financing documents afford
      Debtor and the Committee a scant 5 days to respond to the
      default obligations, at the end of which time all use of
      cash collateral or DIP loan proceeds ceases.  These
      limitations on the applicability of the automatic stay
      should not be permitted.

A copy of the Second Interim Cash Use Order is available for free
at http://bankrupt.com/misc/clareoaks.doc72.pdf

A copy of the Interim DIP Financing Order is available for free
at http://bankrupt.com/misc/clareoaks.doc82.pdf

Second Interim Cash Use Order

As reported in the TCR on Dec. 29, 2011, Clare Oaks has agreed to
market and sell its assets, including the namesake Clare Oaks
campus, according to milestones laid out in a second interim Court
order authorizing the Debtor to use cash collateral.

The Second Interim Cash Collateral Order requires that by:

     Feb. 6, 2012        the Debtor will have received a non-
                         binding letter of intent from a potential
                         stalking horse bidder for the purchase of
                         all or substantially all assets;

     March 6, 2012       the Debtor will have received a binding
                         Letter of intent from the potential
                         stalking horse bidder;

     April 23, 2012      the Debtor will have received an asset
                         purchase agreement and filed a motion for
                         approval of bidding procedures and
                         authority to sell the assets to the
                         stalking horse bidder, subject to an
                         auction;

     June 4, 2012        the Debtor will have conducted an
                         auction;

     July 17, 2012       the Debtor will have closed the sale

The Bankruptcy Court this month signed off on the Second Interim
Order that extended Clare Oaks' authority to use cash collateral
securing obligations to Wells Fargo Bank, National Association, as
master trustee and bond trustee for series 2006 Illinois Finance
Authority Revenue Bonds (Clare Oaks Project), through a hearing
set for Jan. 24, 2012.  A prior Cash Collateral order expired on
Dec. 15.

Clare Oaks intends to finance its business operation during the
Chapter 11 case through the continued use of cash collateral as
well as postpetition financing.  The Debtor will provide adequate
protection payments and replacement liens to Wells Fargo as well
as Sovereign Bank, which issued letters of credit.

Clare Oaks is the sole member of an obligated group created by a
Master Trust Indenture dated July 1, 2006, as amended, with Wells
Fargo.  Pre-bankruptcy, Clare Oaks issued certain direct note
obligations under the Master Indenture to secure four series of
tax-exempt revenue bonds issued by the Illinois Finance Authority
aggregating $112,725,000 pursuant to two separate Bond Trust
Indentures, each dated July 1, 2006, each between the Authority
and Wells Fargo as Bond Trustee.  The Authority loaned the
proceeds of the Series 2006 Bonds to Clare Oaks.

As security for the Series 2006 Bonds, the Authority assigned and
pledged to the Bond Trustee the related Bond Obligations and
payments to be made by the Obligated Group, and certain rights of
the Authority under the Loan Agreements and payments to be made by
Debtor.  As additional security, the Debtor granted to the Master
Trustee a lien on the Debtor's leasehold estate and security
interest in certain personal property of the Debtor pursuant to a
Leasehold Mortgage and Security Agreement dated July 1, 2006.

The Series 2006C Bonds ($38,360,000) and the Series 2006D Bonds
($1,300,000) are also supported by two separate letters of credit,
issued by Sovereign Bank.  MB Financial Bank is a participant in
certain of the rights and obligations of the Bank under the L/C
Agreement.  The Debtor issued certain direct obligations under the
Master Indenture as security for the Debtor's reimbursement
obligations to the Bank arising under the L/C Agreement for
drawings under the Letters of Credit and fees relating to the
Letters of Credit.

The Debtor also issued certain direct note obligations under the
Master Indenture to secure its obligations under two interest rate
swaps related to the Series 2006C Bonds and the Series 2006D Bonds
entered into by the Debtor with Sovereign Bank.

The Debtor, as sole member of the Obligated Group is liable for
the Prepetition Loans, plus accrued but unpaid interest, fees,
costs and expenses incurred by the Bank and MB Financial pursuant
to the L/C Agreement and accrued and unpaid Swap Obligations.

To secure repayment of the Prepetition Indebtedness, the Debtor
granted to the Master Trustee a mortgage lien on and security
interest in the leased premises, a security interest in certain of
the personal property of the Debtor located on the Leased
Premises, and a security interest in all receipts, revenues,
rentals, income, insurance proceeds and other moneys derived from
the ownership and operation of the CCRC.

As of the Petition Date, the Master Trustee also holds certain
accounts and deposits pursuant to the terms of the documents
evidencing and securing the Series 2006 Bonds.  The Debtor
anticipates the Master Trustee will assert that the Debt Service
Reserve Funds are only permitted to be used to pay amounts owed
with respect to the Prepetition Indebtedness.  The Debtor does not
concede this anticipated position of the Master Trustee, but,
nevertheless, the Debtor does not intend to use the Debt Service
Reserve Funds but reserves the right to do in the future.

The Debtor maintains a general operating account and other bank
accounts, none of which are subject to a control agreement in
favor of the Master Trustee or any other party.  The Debtor
believes that, despite its failure to perfect a security interest
in such bank account, the Master Trustee will assert that some or
all of the funds in such general operating account constitute its
Cash Collateral.

The Debtor also established two escrow accounts with The Chicago
Trust Company, N.A., a Wintrust Wealth Management Company, for the
benefit of certain residents and potential residents that hold
entrance fees and option deposits received therefrom.

Interim DIP Financing Order

As reported in the TCR on Dec. 30, 2011, Clare Oaks sought and
obtained interim permission from the Bankruptcy Court to borrow up
to $6 million under a postpetition multiple draw term loan
facility from Senior Care Development, LLC.  Clare Oaks, however,
may use not more than $1.5 million pending a Jan. 24 final hearing
on the DIP Loan.

The Loan Proceeds may be used solely in accordance with a budget.
The parties' DIP credit agreement provides that up to $5 million
of the funds may be used solely to (i) pay interest, fees and
expenses in connection with the loan; (ii) fund postpetition
operating expenses incurred by the Borrower in the ordinary course
of business; and (iii) pay certain costs and expenses in
connection with the administration of the Chapter 11 case.  Up to
$1 million of the Loan Proceeds may be solely used to make
adequate protection payments to Wells Fargo Bank, National
Association, as master trustee and bond trustee for series 2006
Illinois Finance Authority Revenue Bonds (Clare Oaks Project), for
the benefit of itself and the holders of prepetition debt.

The DIP obligations will be secured by (i) a first-priority
priming lien and security interest on all assets of the Debtor
including, without limitation, a leasehold mortgage on the
Debtor's leasehold interest under ground lease with the Sisters of
St. Joseph of the Third Order of St. Francis, Inc., (ii) first-
priority blanket liens and security interests on all other assets
of the Borrower that are not subject to existing liens, (iii)
second-priority liens on all collateral that is subject to valid,
perfected and non-avoidable liens, and (iv) super-priority
administrative expense claims against the Borrower's bankruptcy
estate.  The liens and super-priority claims granted to the DIP
Lender, however, are subject and subordinate only to (x) the
rights of Clare Oak residents to their deposits pursuant to any
agreement or order authorizing the Borrower to escrow or segregate
any Resident Deposits for the benefit of residents, and (y) the
carve-out for fees payable to the Clerk of Court, the U.S. Trustee
and the bankruptcy professionals employed in the case.

The DIP facility matures on the earliest of (i) July 31, 2012,
which date may be extended for one month; (ii) the effective date
of a plan of reorganization in the Chapter 11 case, (iii) the
closing of the sale, if any, of all or substantially all of the
Borrower's assets or (iv) the acceleration of the loans and the
termination of the commitments in accordance with the terms of the
DIP Loan Agreement.

The DIP Loan will carry interest at the greater of (i) 200 basis
points plus 4.0% per annum or (ii) the then-current LIBOR Rate
plus 4.0% per annum.  The default rate is an additional 200 basis
points per annum.

The Debtor is required to pay the DIP Lender a $300,000 commitment
fee (payable out of the initial advance).  If applicable, an
extension fee of $60,000 is payable on the maturity date.  A
$120,000 exit fee is also payable on the maturity date.

About Clare Oaks

Clare Oaks, an Illinois not-for-profit corporation organized under
section 501(c)(3) of the Internal Revenue Code, operates a
namesake continuing care retirement community in Bartlett,
Illinois.  Its members are the Sisters of St. Joseph of the Third
Order of St. Francis, a Roman Catholic religious institute, who
are elected and serving as the members of the Central Board of the
Congregation.  Clare Oaks is managed by CRSA/LCS Management LLC,
an affiliate of Life Care Services LLC.

Clare Oaks filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-48903) on Dec. 5, 2011.  Judge Pamela S. Hollis presides
over the case.  David R. Doyle, Esq., George R. Mesires, Esq., and
Patrick F. Ross, Esq., at Ungaretti & Harris LLP, in Chicago,
serve as the Debtor's counsel.  North Shores Consulting serves as
the Debtor's operations consultant.  Continuum Development
Services and Alvarez & Marsal Healthcare Industry Group LLC serve
as advisors.  Alvarez & Marsal's Paul Rundell serves as the Chief
Restructuring Officer.  Sheila King Marketing + Public Relations
serves as communications advisors.  CliftonLarsonAllen is the
Debtor's accountants.  B.C. Ziegler and Company is the Debtor's
proposed investment banker and financial advisor.  In its
petition, Clare Oaks estimated $100 million to $500 million in
assets and debts.  The petition was signed by Michael D. Hovde,
Jr., president.

Attorneys at Neal Wolf & Associates, LLC, represent the Official
Committee of Unsecured Creditors as counsel.

Wells Fargo, as master trustee and bond trustee, is represented by
Daniel S. Bleck, Esq., and Charles W. Azano, Esq., at Mintz Levin
Cohen Ferris Glovsky and Popeo PC; and Robert M. Fishman, Esq.,
and Allen J. Guon, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC.  Sovereign Bank, the letters of credit issuer, is
represented by John R. Weiss, Esq., at Duane Morris LLP.  Senior
Care Development LLC, the DIP Lender, is represented by William S.
Fish, Jr., Esq., and Sarah M. Lombard, Esq., at Hinckley Allen &
Snyder LLP.


CLEARWIRE CORP: Issues $300 Million of 14.75% Senior Notes
----------------------------------------------------------
Clearwire Communications LLC and Clearwire Finance, Inc., issued
$300,000,000 aggregate principal amount of 14.75% First-Priority
Senior Secured Notes due 2016 pursuant to an Indenture, dated as
of Jan. 27, 2012, with certain guarantors and Wilmington Trust,
National Association, as trustee and collateral agent.  The Notes
and the guarantees are secured by first-priority liens on
substantially all of the Issuers' and the Guarantors' assets.  The
Company intends to use the net proceeds of the Notes for the
deployment of mobile 4G LTE technology alongside the mobile 4G
WiMAX technology currently on its network and for the operation
and maintenance of its networks and for general corporate
purposes.

The Notes bear interest at a rate of 14.75% and mature on Dec. 1,
2016.  Interest on the Notes will be payable on December 1 and
June 1 of each year, commencing on June 1, 2012.  The Notes are
fully and unconditionally guaranteed on a senior secured basis by
the Issuers and the Guarantors.

At any time prior to the final maturity date of the Notes, the
Issuers may redeem some or all of the Notes at a redemption price
equal to 100% of the principal amount plus accrued and unpaid
interest, if any, to the date of redemption plus a "make-whole"
premium.

Upon the occurrence of a Change of Control, any holder of Notes
will have the right to require the Issuers to repurchase all or
any part of the Notes of that holder at a purchase price in cash
equal to 101% of the principal amount thereof, plus accrued and
unpaid interest, if any, to the date of repurchase.

If the Issuers or their restricted subsidiaries sell assets
following the issue date under certain circumstances, the Issuers
will be required to use the net proceeds to prepay certain
indebtedness or make an offer to all holders to purchase Notes, at
an offer price in cash in an amount equal to 100% of the principal
amount of the Notes and such other indebtedness, plus accrued and
unpaid interest to the date of purchase.

The Indenture contains customary events of default.  If an event
of default occurs and is continuing, the Trustee or holders of at
least 25% in principal amount of the outstanding Notes may declare
the principal of premium, if any, and accrued and unpaid interest,
if any, on all the Notes to be due and payable immediately.
Certain events of bankruptcy or insolvency are events of default
which shall result in the Notes being due and payable immediately
upon the occurrence of such events of default.

                    About Clearwire Corporation

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

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

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

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

                         *     *     *

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

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


CONVERSION SERVICES: Dismisses William Hendry from All Positions
----------------------------------------------------------------
Conversion Services International, Inc., terminated William Hendry
from the positions of vice president, chief financial officer,
secretary and treasurer of the Company due to the deteriorating
financial condition of the Company.

                  About Conversion Services Int'l

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

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

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

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

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


CONVERTED ORGANICS: Faces Complaint Over TerraSphere Acquisition
----------------------------------------------------------------
Converted Organics Inc. has received notice that a complaint has
been filed in the U.S. District Court for the District of
Massachusetts, captioned Aboriginal Import Export, Ltd., and
Nicholas G. Brusatore v. TerraSphere Systems LLC, Converted
Organics, Inc., William A. Gildea, Edward Gildea, Mark C. Gildea,
and TerraSphere, Inc.  The allegations in the complaint relate to
the Company's acquisition of TerraSphere Systems, LLC, in November
2010.

The complaint alleges that the individual defendants breached
their fiduciary duties in agreeing to the acquisition, and made
misrepresentations and material omissions to the plaintiffs in
connection with the plaintiffs agreeing to the acquisition, which
plaintiffs allege constitute fraud in the inducement.  The
plaintiffs are also challenging the restrictive covenant included
in the acquisition agreement regarding the ability of the
controlling sellers of TerraSphere Systems, LLC, to compete with
the Company for a period of five years.  The plaintiffs have
demanded monetary damages in an amount to be determined at trial,
rescission of the acquisition transaction or monetary damages in
an amount equal to the value of the plaintiffs' interest in
TerraSphere Systems, LLC, and a declaration that the restrictive
covenant is void and unenforceable.  The plaintiffs further
alleged that the actions of the defendants constitute an unfair
trade practice pursuant to Massachusetts law, and are therefore
subject to treble damages.  The plaintiffs have also made a books
and records demand on the Company.  This matter is in the earliest
stages of its proceedings.

                      About Converted Organics

Boston, Mass.-based Converted Organics Inc. utilizes innovative
clean technologies to establish and operate environmentally
friendly businesses.  Converted Organics currently operates in
three business areas, namely organic fertilizer, industrial
wastewater treatment and vertical farming.

The Company reported a net loss of $8.9 million on $2.8 million of
revenues for the nine months ended Sept. 30, 2011, compared with a
net loss of $31.6 million on $2.8 million of revenues for the same
period last year.

The Company's balance sheet at Sept. 30, 2011, showed
$17.2 million in total assets, $11.9 million in total liabilities,
and stockholders' equity of $5.3 million.

As reported in the TCR on April 7, 2011, CCR LLP, in Glastonbury,
Connecticut, expressed substantial doubt about Converted Organics'
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2010.  The independent
auditors noted that the Company has an accumulated deficit at
Dec. 31, 2010, and has suffered significant net losses and
negative cash flows from operations.


COPANO ENERGY: S&P Keeps 'B+' Rating on Senior Unsecured Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services is maintaining its 'B+' issue-
level rating and '5' recovery rating on Copano Energy LLC's and
Copano Energy Finance Corp.'s senior unsecured notes due 2021. The
$150 million notes are an add-on to the $360 million existing
offering. The company intends to use net proceeds from the notes
for general corporate purposes, including paying down the
revolver. Pro forma for the add-on, Copano Energy LLC had $760
million in balance-sheet debt pro forma for the notes offering.

Ratings List

Copano Energy LLC

Corporate Credit Rating                   BB-/Stable/--
Senior Unsecured
$300 mil. 7.75% notes                    B+
  Recovery Rating                         5
$510 mil. 7.125% notes                   B+
  Recovery Rating                         5


CREATIVE VISTAS: Laurus Capital Does Not Own Common Shares
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Laurus Capital Management, LLC, and its
affiliates disclosed that, as of Dec. 31, 2011, they do not
beneficially own any shares of common stock of Creative Vistas,
Inc.  A full-text copy of the filing is available for free at:

                        http://is.gd/slqxZ1

                       About Creative Vistas

Headquartered in Whitby, Ontario, Canada, Creative Vistas, Inc.,
provides security-related technologies and systems.  The Company
also provides the deployment of broadband services to the
commercial and residential market.  The Company primarily operates
through its subsidiaries AC Technical Systems Ltd. and Iview
Digital Video Solutions Inc., to provide integrated electronic
security-related technologies and systems.

As reported by the TCR on April 8, 2011, Kingery & Crouse PA, in
Tampa, Florida, expressed substantial doubt about Creative Vistas'
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring losses from
operations and has working capital and stockholder deficiencies.

The Company reported a net loss of $681,807 on $39.87 million of
revenues for 2010, compared with a net loss of $1.60 million on
$39.77 million of revenues for 2009.

The Company's balance sheet at Sept. 30, 2011, showed
$3.53 million in total assets, $4.90 million in total liabilities,
and a $1.37 million shareholders' deficiency.


CUI GLOBAL: Request for Nasdaq Listing Remains Pending
------------------------------------------------------
CUI Global, Inc., filed with the U.S. Securities and Exchange
Commission amendment no.3 to Form S-1 registration statement
relating to the Company's offering of indeterminate shares of
common stock.  The Company's common stock is currently quoted on
the OTC Bulletin Board under the symbol "CUIG.OB."  On Aug. 17,
2011, the Company filed an application for listing its common
stock on the Nasdaq Capital Market tier of The Nasdaq Stock Market
which application has not yet been approved.

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

                        http://is.gd/ET7SY4

                          About CUI Global

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

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

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

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

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


DTF CORPORATION: Wins Approval for John Lewis as Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
granted DTF Corporation permission to employ John P. Lewis, Jr.,
as counsel for the Debtor, effective as of Nov. 21, 2011.

As reported in the TCR on Dec. 16, 2011, John P. Lewis will:

   (a) assist in the preparation of schedules, statement of
       financial affairs, any amendments thereto, and any other
       documents and disclosures required to be filed by the
       Debtor under the bankruptcy laws and rules;

   (b) attend and participate with the Debtor in its "debtor
       interview" with the Office of the United States Trustee;

   (c) attend and participate with the Debtor in its Section 341
       meeting;

   (d) direct the Debtor concerning administrative and
       reorganization issues; and

   (e) perform all other necessary legal services in connection
       with the Chapter 11 case and in any adversary proceedings
       arising in this case.

Mr. Lewis's hourly rate is $300.

To the best of the Debtor's knowledge, Mr. Lewis does not hold or
represent any interest adverse to the Debtor or its estate in
matters as to which he is to be engaged.

Mr. Lewis can be reached at:

          John P. Lewis, Jr., Esq.
          LAW OFFICE OF JOHN P. LEWIS, JR.
          1412 Main Street, Suite 210
          Dallas, TX 75202
          Tel: (214) 742-5925
          Fax: (214) 742-5928
          E-mail: jplewisjr@mindspring.com

DTF Corporation, f/k/a International Hospital Corporation, filed
for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No. 11-37362) on
Nov. 21, 2011.  In its schedules, the Debtor disclosed $28,692,980
in assets and $38,947,695 in liabilities.  The petition was signed
by Gary B. Wood, CEO and director.  Judge Stacey G. Jernigan
presides the case.  John P. Lewis, Jr., Esq., at the Law Office of
John P. Lewis, Jr., in Dallas, represents the Debtor as counsel.


EMPIRE RESORTS: Amends Employment Agreement With CEO
----------------------------------------------------
Empire Resorts, Inc., and Joseph A. D'Amato, the Company's Chief
Executive Officer, entered into an amendment to Mr. D'Amato's
amended and restated employment agreement.  Pursuant to the
amendment:

   * Mr. D'Amato will receive, effective as of Jan. 1, 2012, a
     housing allowance of $1,500 per month;

   * Effective as of Jan. 1, 2012, Empire will lease or purchase
     an automobile for Mr. D'Amato's sole and exclusive use with
     an approximate value of $1,500 per month.  In addition,
     Empire will also pay for certain expenses related to the
     insurance, maintenance and use of the automobile; and

   * Empire will purchase a key man life insurance policy to
     insure Mr. D'Amato, with death benefits in the amount of
     $1 million for the Executive's estate and $3 million for
     Empire.

                       About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

Friedman LLP, after auditing the Company's financial statements
for the year ended Dec. 31, 2010, expressed substantial doubt
about the Company's ability to continue as a going concern.
Friedman noted that the Company's ability to continue as a going
concern depends on its ability to satisfy its indebtedness when
due.  In addition, the Company has continuing net losses and
negative cash flows from operating activities.

Empire Resorts reported a net loss of $17.57 million on
$68.54 million of net revenues for the year ended Dec. 31, 2010,
compared with a net loss of $10.57 million on $67.63 million of
net revenues during the prior year.  The Company reported net
income of $958,000 on $53.53 million of net revenues for the nine
months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed
$50.53 million in total assets, $24.86 million in total
liabilities, and $25.66 million in total stockholders' equity.


ENDEAVOUR INT'L: S&P Assigns Prelim. 'B-' Corp. Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B-'
corporate credit rating to Houston-based Endeavour International
Corp. (Endeavour). The outlook is stable.

"At the same time, we assigned a preliminary 'CCC' issue rating to
Endeavour's proposed $500 million senior unsecured notes due 2020.
We assigned a preliminary '6' recovery rating to the notes,
indicating our expectation of negligible (0% to 10%) recovery in
the event of a payment default. The company will use proceeds from
the transaction to acquire assets in the North Sea from
ConocoPhillips and to repay existing debts," S&P said.

"The ratings on Endeavour reflect its small reserve and production
base and its geographic focus on the North Sea," said Standard &
Poor's credit analyst Stephen Scovotti. The ratings also reflect
the company's participation in the competitive and highly cyclical
oil and gas industry as well as its strong reserve replacement
metrics, favorable finding and development (F&D) costs and
a liquidity position which should enable the company to fund the
acquisition of assets from ConocoPhillips and its planned 2012
capital expenditures.

"The stable outlook reflects expectations that Endeavour will
significantly grow production with the incremental production from
its Bacchus and Greater Rochelle projects, while maintaining
adequate liquidity. An upgrade is possible if Endeavour can
execute on its planned 2012 growth strategy and increase its
relatively small reserve base, while maintaining adequate
liquidity. We could lower the rating if contrary to our
expectation, the company does not maintain adequate liquidity,"
S&P said.


ENERGY FUTURE: Prices $800MM Senior Notes at 98.5% of Face Value
----------------------------------------------------------------
Energy Future Intermediate Holding Company LLC and EFIH Finance
Inc., both wholly-owned subsidiaries of Energy Future Holdings
Corp., announced that they have priced a private offering of $800
million principal amount of 11.750% Senior Secured Second Lien
Notes due 2022 at 98.535% of face value.  The offering is expected
to close on or about Feb. 6, 2012, subject to customary closing
conditions.  The Issuers will use the net proceeds from the
offering to pay a dividend of $650 million to EFH Corp., and EFH
Corp. will use the proceeds of the dividend to repay a portion of
the demand notes payable by EFH Corp. to Texas Competitive
Electric Holdings Company LLC that have arisen from cash loaned by
TCEH to EFH Corp. The Issuers will use the remaining net proceeds
for general corporate purposes, which may include dividends to EFH
Corp.

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

Energy Future Holdings Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $710 million on $2.32 billion of operating revenues
for the three months ended Sept. 30, 2011, compared with a net
loss of $2.90 billion on $2.60 billion of operating revenue for
the same period during the prior year.

The Company also reported a net loss of $1.77 billion on $5.67
billion of operating revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $2.97 million on $6.59 billion
of operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $44.02
billion in total assets, $51.68 billion in total liabilities and a
$7.66 billion total deficit.

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                           *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


FIRST DATA: Incurs $13.6 Million Net Loss in Fourth Quarter
-----------------------------------------------------------
First Data Corporation reported a net loss of $13.60 million on
$2.68 billion of revenue for the three months ended Dec. 31, 2011,
compared with a net loss of $129.90 million on $2.73 billion of
revenue for the same period a year ago.

The Company reported a net loss of $336.10 million on $10.71
billion of revenue for the twelve months ended Dec. 31, 2011,
compared with a net loss of $846.90 million on $10.38 billion of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $40.27
billion in total assets, $36.80 billion in total liabilities and
$3.40 billion in total equity.

"Despite a challenging economic environment, we grew adjusted
EBITDA 11% for the full year of 2011 through a combination of top-
line growth and expense reductions," said Chief Executive Officer
Jonathan J. Judge.  "Our commitment to bringing innovative
products to market and serving our customers positions us well to
take advantage of the dynamic changes in the payments industry."

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

                        http://is.gd/Uj2Til

                         About First Data

Based in Atlanta, Georgia, First Data Corporation, with over
$10 billion of revenue for the 12 months ended June 30, 2010,
provides commerce and payment solutions for financial
institutions, merchants, and other organizations worldwide.

                           *     *     *

The Company's carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.

Standard & Poor's Ratings Services in December 2010 assigned its
'B-' issue rating with a '5' recovery rating to First Data Corp.'s
(B/Stable/--) $2 billion of 8.25% second-lien cash-pay notes due
2021, $1 billion $8.75% second-lien pay-in-kind-toggle notes due
2022, and $3 billion 12.625% unsecured cash-pay notes due 2021.
The '5' recovery rating indicates lenders can expect modest (10%-
30%) recovery in the event of payment default.  Under S&P's
default analysis, there is insufficient collateral to fully cover
First Data's first-lien debt.  As a result, the remaining value of
the company (generated by non-U.S. assets and not pledged) would
be shared pari passu among the uncovered portion of first-lien
debt, new second-lien debt, and new and existing unsecured debt.


FIRST MARINER: Incurs $3.9 Million Net Loss in Fourth Quarter
-------------------------------------------------------------
First Mariner Bancorp reported a net loss of $3.97 million on
$11.98 million of total interest income for the three months ended
Dec. 31, 2011, compared with a net loss of $33.88 million on
$13.74 million of total interest income for the same period during
the prior year.

The Company reported a net loss of $30.24 million on $47.50
million of total interest income for the year ended Dec. 31, 2011,
compared with a net loss of $46.58 million on $55.22 million of
total interest income during the previous year.

First Mariner's balance sheet at Dec. 31, 2011, showed $1.17
billion in total assets, $1.20 billion in total liabilities and a
$25.41 million total stockholders' deficit.

Mark A. Keidel, 1st Mariner's President and Chief Operating
Officer, said, "Our losses moderated in the fourth quarter as we
continue to work through a difficult economy and struggling real
estate market.  We experienced improvements in several key areas
of operating performance as our net interest margin increased, our
levels of fee related income grew, and we reduced controllable
operating expenses.  Additionally, our credit related costs and
levels of non-performing assets decreased in 2011compared to 2010,
and our level of nonperforming assets shrunk to its lowest level
since the first quarter of 2010."

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

                        http://is.gd/6VXD4m

                        About First Mariner

Headquartered in Baltimore, Maryland, First Mariner Bancorp
-- http://www.1stmarinerbancorp.com/-- is a bank holding company
whose business is conducted primarily through its wholly owned
operating subsidiary, First Mariner Bank, which is engaged in the
general general commercial banking business.  First Mariner was
established in 1995 and has total assets in excess of $1.3 billion
as of Dec. 31, 2010.

"Quantitative measures established by regulation to ensure capital
adequacy require the [First Mariner] Bank to maintain minimum
amounts and ratios of total and Tier I capital to risk-weighted
assets, and of Tier I capital to average quarterly assets," the
Company said in the filing.  "As of March 31, 2011, the Bank was
"under-capitalized" under the regulatory framework for prompt
corrective action."

As reported in the TCR on April 4, 2011, Stegman & Company, in
Baltimore, expressed substantial doubt about First Mariner
Bancorp's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has suffered recurring losses and has a limited capital
base.

                        Bankruptcy Warning

As of June 30, 2011, First Mariner Bank's and the Company's
capital levels were not sufficient to achieve compliance with the
higher capital requirements they were required to meet by June 30,
2010.  The failure to maintain these capital requirements could
result in further action by their regulators.

On Sept. 18, 2009, the Bank entered into an Agreement with the
Federal Deposit Insurance Corporation and the Commissioner of
Financial Regulation for the state of Maryland, pursuant to which
it consented to the entry of an Order to Cease and Desist, which
directs the Bank to (i) increase its capitalization, (ii) improve
earnings, (iii) reduce nonperforming loans, (iv) strengthen
management policies and practices, and (v) reduce reliance on
noncore funding.  The September Order required the Bank to adopt a
plan to achieve and maintain a Tier I leverage capital ratio of at
least 7.5% and a total risk-based capital ratio of at least 11% by
June 30, 2010.  We did not meet the requirements at June 30, 2010,
December 31, 2010, or June 30, 2011.  The failure to achieve these
capital requirements could result in further action by its
regulators.

First Mariner currently does not have any capital available to
invest in the Bank and any further increases to the Company's
allowance for loan losses and operating losses would negatively
impact the Company's capital levels and make it more difficult to
achieve the capital levels directed by the FDIC and the
Commissioner.

Because the Company has not met all of the capital requirements
set forth in the September Order within the prescribed timeframes,
if the Company's revised capital plan is not approved or if the
Company is not granted a waiver of those requirements, the FDIC
and the Commissioner could take additional enforcement action
against the Company, including the imposition of monetary
penalties, as well as further operating restrictions.  The FDIC or
the Commissioner could direct the Company to seek a merger partner
or possibly place the Bank in receivership.  If the Bank is placed
into receivership, the Company would cease operations and
liquidate or seek bankruptcy protection.  If the Company were to
liquidate or seek bankruptcy protection, the Company does not
believe that there would be assets available to holders of the
capital stock of the Company.


FOREVER CONSTRUCTION: Proposes Extension to Liberty Bank Loan
-------------------------------------------------------------
Forever Construction, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Illinois to authorize modifications to its
Liberty Bank & Trust loan.

Liberty Bank holds a mortgage in the multiple rental units located
in several parcels of real estate located in Waukegan, Illinois.

The proposed loan modifications are:

                         Interest Rate         Maturity Date
  Loan Number            (Reduced from)        (Changed from)
  -----------           -------------         -------------
880050931-310             7.0% to 4.0%       2/27/13 to 10/15/12
880040790-3006            6.0% to 4.0%       7/25/12 to 10/15/12
880047949-1819            7.5% to 4.0%       5/31/12 to 10/15/12
880040790-1               7.0% to 4.0%      10/02/12 to 10/15/12
880040790-35              5.5% to 4.0%       8/28/12 to 10/15/12
***                       7.0% to 4.0%      10/09/12 to 10/15/12

                    About Forever Construction

Waukegan, Illinois-based Forever Construction, Inc., is the owner
and operator of several multi-tenant residential properties
located in or near Waukegan, Illinois.  The Debtor filed for
Chapter 11 protection (Bankr. N.D. Ill. Case No. 10-33276) on
July 27, 2010. Joel A. Schechter, Esq., assists the Debtor in its
restructuring effort.  The Debtor tapped Jon P. Morgan of InTerra
Realty as its real estate sales agent.  The Debtor estimated
assets and debts at $10 million to $50 million in its Chapter 11
petition.  No creditors committee has been appointed in the case.

The Debtor's Plan provides for distributions to the holders of
allowed claims from funds realized from the continued operation of
the Debtor's business as well as from existing cash deposits.


FOREVER CONSTRUCTION: Court OKs Norstates Bank Loan Modifications
-----------------------------------------------------------------
The Hon. Jack B. Schmetterer of the U.S. Bankruptcy Court for the
Northern District of Illinois approved Norstates Bank's motion to
make modifications in Forever Construction, Inc.'s loan.

As reported in the Troubled Company Reporter on Dec. 2, 2011, as
of the date of the bankruptcy filing, the Debtor was indebted to
the Bank under various loans.  The loans matured since the filing
date of the case.

The Bank and the Debtor agreed to the proposed loan modifications
which provides for an extension of repayment of loan nos. 79679,
79680, 79681, 79805, 80427, 80428, 80429, 80430, at an interest
rate of 3.25% per annum amortized over 25 years well as maturity
in 25 years;

The proposed modifications will:

    * generate a monthly excess of approximately $1,457 which
      will be used to repay real estate taxes paid by the
      Norstates;

    * consolidate loans 74562 and 80850 at terms to be agreed upon
      by both Debtor and Norstates;

    * benefit the estate by generating cash flow which will enable
      the Debtor to repay the real estate taxes paid by Norstates;
      and

    * provide no additional borrowing.

                    About Forever Construction

Waukegan, Illinois-based Forever Construction, Inc., is the owner
and operator of several multi-tenant residential properties
located in or near Waukegan, Illinois.  The Debtor filed for
Chapter 11 protection (Bankr. N.D. Ill. Case No. 10-33276) on
July 27, 2010. Joel A. Schechter, Esq., assists the Debtor in its
restructuring effort.  The Debtor tapped Jon P. Morgan of InTerra
Realty as its real estate sales agent.  The Debtor estimated
assets and debts at $10 million to $50 million in its Chapter 11
petition.  No creditors committee has been appointed in the case.

The Debtor's Plan provides for distributions to the holders of
allowed claims from funds realized from the continued operation of
the Debtor's business as well as from existing cash deposits.


FRAZER/EXTON: Chapter 11 Plan Confirmation Hearing Set for Feb. 22
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
will convene a hearing on Feb. 22, 2012, at 9:30 a.m., to consider
the confirmation of Frazer/Exton Development, LP, and Whiteland
Villagae, Ltd.'s Plan of Reorganization.

The Court also ordered that the Debtor must file its report of
Plan voting with the Clerk of Court by Feb. 10, 2012.

According to the Second Amended Disclosure Statement, the Plan
provides that the assets of the Debtor will be sold in the
ordinary course of business.  Initially, the Debtor contemplates
the sale of a portion of its property to Makemie at Whiteland, a
Pennsylvania nonprofit corporation and an affiliate of
Philadelphia Presbytery Homes, Inc., for $10,900,000 payable in
cash, wire transfer, or other immediately available funds at
closing and payment by Makemie of $1,400,000 to certain creditors
of the Debtor for ownership of existing plans.

Subsequent to the sale by Nov. 16, 2013, the Debtor contemplates
the sale of the Whiteland 32 Acre Site.  Finally, by June 30,
2018, the Debtor will sell its remaining real property to the
purchaser or a comparable Non-CCRC Operator Buyer or other
developer.  In the interim period between the initial sale in June
2012 and the final sale in June 2018, the Debtor or debtor-
affiliates may develop, construct and market a project on the
retained land.

Under the Plan, general unsecured creditors will receive a onetime
100% distribution from the Plan Fund after the sale of all
remaining Debtor property and upon the payment in full of the
secured claim.  All existing membership interest will be retained
but the holders will not receive any distribution on account of
the interest in the Debtor until creditors have been paid in full.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/FRAZEREXTON_ds_2ndamended.pdf

                   About Frazer/Exton Development

Based in Malvern, Pennsylvania, Frazer/Exton Development, L.P.,
owns real property in Chester County.  Whiteland Village Ltd.
obtained various approvals and permits for the development of the
real property as a continued care retirement community.  Whiteland
Village Ltd. and Frazer/Exton Development, L.P., filed for
Chapter 11 bankruptcy (Bankr. E.D. Pa. Case Nos. 11-14036 and 11-
14041) on May 19, 2011.  The case was initially assigned to Judge
Stephen Raslavich but was transferred to Judge Jean K. FitzSimon.

The Debtors are selling a portion of the Property to Makemie at
Whiteland -- a Pennsylvania non-profit corporation and affiliate
of Philadelphia Presbytery Homes Inc. -- for $7,300,000 in cash
and assumption of up to $5,000,000 of debt.  The deal is subject
to higher and better offers.


FRANCISCAN COMMUNITIES: Gets Final Okay to Incur DIP Financing
--------------------------------------------------------------
The Hon. Jessica E. Price of the U.S. Bankruptcy Court for the
Northern District of Ohio authorized, in a final order, Franciscan
Communities St. Mary of the Woods, Inc., to:

   -- obtain postpetition secured financing up to the
      aggregate principal amount of $4,500,000 at a 4.5% interest;
      and

   -- use cash collateral in which the Prepetition Secured Lenders
      have an interest.

As adequate protection from diminution in value of the lenders'
collateral, the Debtor will grant the Prepetition Secured
replacement liens and superpriority administrative claim
status, subject to carve out on certain fees and expenses.

The Court also stated that the limited objection of the Creditors'
Committee with respect to the scope of the superpriority claims
was withdrawn on the record.  The Creditors' Committee's objection
with respect to the fee allocation in the budget for counsel to
the Creditors Committee is sustained; the Creditors' Committee's
professional fee allocation will be treated as provided for in the
budget.

The Official Committee of Unsecured Creditors has objected to
certain terms and provisions of the proposed DIP Credit Agreement
and Interim Order.  The Committee stated that a lender is not
permitted to over-reach with respect to the terms of its
postpetition financing at the expense of unsecured creditors.

The Committee is represented by:

          Scott N. Opincar, Esq.
          Sean D. Malloy, Esq.
          McDONALD HOPKINS LLC
          600 Superior Avenue, East, Suite 2100
          Cleveland, OH 44114
          Tel: (216) 348-5400
          Fax: (216) 348-5474
          E-mail: sopincar@mcdonaldhopkins.com
                  smalloy@mcdonaldhopkins.com

Sovereign Bank, as issuer of a certain letter of credit with
respect to those same bonds, and in behalf of the Secured Parties,
stated in its objection that the Secured Parties have not
consented to the Debtor's proposed $4.5 million debtor-in-
possession loan, which sought to prime the liens of the Secured
Parties.

The Secured Parties have liens against substantially all of the
Debtor's assets and hold the overwhelming majority of the Debtor's
prepetition debt.

                   About Franciscan Communities

Illinois-based Franciscan Communities St. Mary of the Woods, Inc.,
owns and operates a senior living community in Avon, Ohio.  The
not-for-profit community is owned and managed by the Franciscan
Sisters of Chicago Service Corp.

Franciscan Communities St. Mary of the Woods filed for Chapter 11
bankruptcy (Bankr. N.D. Ohio Case No. 11-19865) on Nov. 21, 2011,
after it failed to negotiate an out-of-court workout with holders
of tax-free bonds.  Judge Jessica E. Price Smith oversees the
case.  The Debtor disclosed assets of $36 million and debt
totaling $48 million as of the Chapter 11 filing.

The Debtor is represented by Heather Lennox, Esq., Carl E.
Black, Esq., and Daniel M. Syphard, Esq., at Jones Day, as
bankruptcy counsel.  The Garden City Group, Inc., is the claims
and noticing agent.

Franciscan Sisters of Chicago, the sole member of the Debtor, is
providing $4.5 million in DIP loans.  The DIP Lender is
represented by George Mesires, Esq., and Daniel P. Strzalka, Esq.,
at Ungaretti & Harris LLP.  The Bank of New York Mellon Trust
Company, N.A., the bond trustee, is represented by Bruce H. White,
Esq., and Clifton R. Jessup, Esq., at Greenberg Traurig LLP.
Wells Fargo Bank, N.A., as Master Trustee, is represented by
Daniel S. Bleck, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C., and John R. Weiss, Esq., at Duane Morris LLP.
Sovereign Bank, provider of the Debtor's letter of credit
facility, is also represented by John R. Weiss, Esq., at Duane
Morris LLP.


FREEZE LLC: Wants to Extend Exclusive Filing Period to April 11
---------------------------------------------------------------
Freeze, LLC, and its affiliates ask the U.S. Bankruptcy Court for
the District of Delaware for entry of an order extending for 60
days (a) the period during which only the Debtors may file a
chapter 11 plan through and including April 11, 2012, and (b) the
period during which only the Debtors may solicit votes to accept a
proposed chapter 11 plan through and including June 11, 2012.

Kathleen Makowski, Esq., at Pachulski Stang Ziehl & Jones LLP,
submits that as equity holder of Friendly Ice Cream Corporation
(FICC), the Debtors needed to wait until FICC completed the sale
of substantially all of their assets before they could formulate
their Chapter 11 exit strategy.

Ms. Makowski explains that the Debtors will likely receive no
recovery on account of their equity interests in FICC and,
therefore, anticipate that the timely wind-down of the Debtors'
estates will be addressed in the Chapter 11 plan filed in the
Debtors' chapter 11 cases, which the Debtors hope to file prior to
the expiration of the initial exclusive periods.  Therefore, the
Debtors seek an extension of the initial exclusive periods out of
an abundance of caution, to maintain a stable wind-down process.

                         About Freeze LLC

Freeze, LLC dba Sun Freeze, LLC and its affiliates -- Freeze
Holdings, LP, Freeze Group Holding Corp., Freeze Operations
Holding Corp. -- filed for Chapter 11 bankruptcy (Bankr. D.
Del. Case Nos. 11-13304 to 11-13306) on Oct. 14, 2011.  Laura
Davis Jones, Esq. at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware serves as counsel to the Debtors.

Freeze, LLC, scheduled $51.95 million in assets and $0 in
liabilities.  Freeze Group Holdings Corp. scheduled $0 in assets
and $51.94 million in liabilities.


GAMETECH INT'L: Incurs $6.3 Million Net Loss in Fiscal 2011
-----------------------------------------------------------
GameTech International, Inc, filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, reporting a
net loss of $6.36 million on $30.86 million of net revenues for
the 52 weeks ended Oct. 30, 2011, compared with a net loss of
$20.35 on $35.17 million of net revenues for the 52 weeks ended
Oct. 31, 2010.

The Company's balance sheet as of Oct. 30, 2011, showed
$33.93 million in total assets, $30.46 million in total
liabilities, and $3.46 million in stockholders' equity.

Piercy Bowler Taylor & Kern expressed substantial doubt about the
Company's ability to continue as a going concern following the
fiscal 2011 financial results.  All of the Company's debt
(approximately $23.4 million at Oct. 30, 2011) is classified as
current.  The independent auditors noted that there is significant
uncertainty as to whether the Company will be able to satisfy all
conditions necessary to extend the maturity of those obligations.

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

                        http://is.gd/051vDi

                    About GameTech International

Based in Reno, Nevada, GameTech develops and manufactures gaming
entertainment products and systems.  GameTech holds a significant
position in the North American bingo market with its interactive
electronic bingo systems, portable and fixed-based gaming units,
and complete hall management modules.  It also holds a significant
position in select North American VLT markets, primarily Montana,
Louisiana, and South Dakota, where it offers video lottery
terminals and related gaming equipment and software.  It also
offers Class III slot machines and server-based gaming systems.


GLOBAL INVESTOR: Terminates RBSM LLP as Accountants
---------------------------------------------------
Global Investor Services, Inc., advised RBSM LLP on Jan. 31, 2012,
of the latter's dismissal as the Company's independent registered
public accounting firm.  The decision to dismiss RBSM as the
independent registered public accounting firm was approved by the
Company's Board of Directors on Jan. 30, 2012.

The reports of RBSM on the Company's consolidated financial
statements for the years ended March 31, 2010, and March 31, 2011,
did not contain an adverse opinion or disclaimer of opinion, and
those reports were not qualified or modified as to uncertainty,
audit scope, or accounting principle.  The reports of RBSM on the
Company's financial statements for each of the years ended March
31, 2010, and March 31, 2011, contained an explanatory paragraph,
which noted that there was substantial doubt about the Company's
ability to continue as a going concern.

During the years ended March 31, 2010, and March 31, 2011, and
through the Dismissal Date, the Company has not had any
disagreements with RBSM on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or
procedure, which disagreements, if not resolved to RBSM's
satisfaction, would have caused them to make reference thereto in
their reports on the Company's consolidated financial statements
for such years.

During the years ended March, 2010, and March 31, 2011, and
through the Dismissal Date, there were no reportable events, as
defined in Item 304(a)(1)(v) of Regulation S-K.

                       About Global Investor

Orem, Utah-based Global Investor Service, Inc., was incorporated
in the state of Nevada on Aug. 1, 2005.  Effective Sept. 18, 2006,
the Company changed its name to TheRetirementSolution.com, Inc.,
and on Oct. 1, 2008, the Company changed its name to Global
Investor Services, Inc.  The Company was initially formed to
market portfolios of stocks via subscription.  In 2007, a new
chief executive officer was installed and a strategy was developed
to create and market a diverse portfolio of products and services
for the financial education and financial information industry.
This strategy included strategic acquisitions, such as the
acquisitions of Razor Data, LLC, and Investment Tools and
Training, LLC, which have provided the Company with an integrated
platform in which it can market and deliver investor education
products and investor services.  The stock symbol is GISV.

The Company reported a net loss of $9.97 million on $2.01 million
of revenues for fiscal 2011, compared with a net loss of
$7.10 million on $1.14 million of revenues for fiscal 2010.

The Company also reported a net loss of $7.07 million on
$1.09 million of total revenue for the six months ended Sept. 30,
2011, compared with a net loss of $6.86 million on $757,130 of
total revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.14 million in total assets, $3.50 million in total liabilities,
and a $2.36 million total deficiency in stockholders' equity.

RBSM LLP, in New York, expressed substantial doubt about Global
Investor Service's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has a net accumulated deficiency as of
March 31, 2011.


GOLDEN NUGGET: S&P Withdraws 'B' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'B' corporate credit rating, on Atlantic City-based Golden
Nugget LLC. The withdrawal follows the company's optional
prepayment of its $36.5 million term loan and the termination of
its $20 million delayed draw term loan commitments earlier this
month. The company's $10 million revolving credit facility (which
S&P will no longer rate) remains in place.


GOLDENPARK LLC: Has Until Feb. 29 to Access Urban Cash Collateral
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a stipulation extending until Feb. 29, 2012, Goldenpark,
LLC's access to cash collateral of lender Urban Commons Sycamore,
LLC.

Urban asserted that the Debtor has defaulted with respect to its
obligations under the loans.  As of the Petition Date, the
outstanding principal amount owing under the loans total
$17,398,236, plus interest, fees and other costs continuing to
accrue after the Petition Date.

The Debtor would use the cash collateral to operate and maintain
the hotel subject to the terms and conditions of the stipulation.

                       About Goldenpark LLC

Goldenpark LLC operates a 171-room hotel in Norwalk, California.
Pursuant to a franchise agreement with Hilton Worldwide, the hotel
is currently being operated as a Double Tree Hotel.

Goldenpark LLC filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-30070) on May 8, 2011, to halt a secured lender's
attempt to place the hotel in the hands of a receiver.  Judge
Peter Carroll presides over the case.  The Debtor disclosed
$24,180,000 in assets and $22,232,584 in liabilities as of the
Chapter 11 filing.

Timothy 1. Yoo, Esq., David B. Golubchik, Esq., and Lindsey L.
Smith, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P.,
represent the Debtors.


GRUBB & ELLIS: BGC's Deadline to Provide Financing Expires
----------------------------------------------------------
In accordance with the terms of that certain, previously disclosed
exclusivity agreement by and between Grubb & Ellis Company and BGC
Partners, L.P., the "Exclusivity Period" expired in accordance
with its terms on Jan. 31, 2012.  The Company continues to be
engaged in discussions with interested parties regarding the
strategic process.

The Company, on Jan. 16, 2012, entered into an exclusivity
agreement with BGC pursuant to which BGC has the exclusive right
commencing on Jan. 16, 2012, and expiring on Jan. 31, 2012, to
pursue a potential debt or equity financing or a strategic
transaction with the Company.

                    About Grubb & Ellis Company

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

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

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

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

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


GRUBB & ELLIS: Microsoft Terminates Facilities Management Pacts
---------------------------------------------------------------
Grubb & Ellis Company was advised in writing by Microsoft Inc. and
certain of its affiliates, that Microsoft was exercising its
right, on 30 days' prior written notice, to terminate the various
facilities management agreements by and between Microsoft and the
Company.  Accordingly, effective Feb. 27, 2012, the Company will
no longer be providing any facilities management services to
Microsoft with respect to any Microsoft properties.

                     About Grubb & Ellis Company

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

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

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

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

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


HAMPTON ROADS: Michael Imperial Appointed Senior Credit Officer
---------------------------------------------------------------
Hampton Roads Bankshares, Inc., the holding company for The Bank
of Hampton Roads and Shore Bank, announced that BHR has appointed
Michael K. Imperial Senior Credit Officer, reporting to Denny P.
Cobb, BHR's Chief Credit Officer.  Imperial will be responsible
for evaluating and approving loan requests, monitoring loan
portfolio administration and assisting lending officers in
developing loan structuring strategies for new clients and action
plans for the existing credits in their portfolios.

Cobb said, "As we continue to make progress in reducing problem
assets, we are transitioning some of our talented lending
professionals to new roles with a focus on serving the borrowing
needs of our customers and driving high-quality loan portfolio
growth.  Mike is a highly seasoned lender with a proven track
record of success and decades of experience in our markets."

Imperial joined the Company in May, 2011 as a Special Assets
Officer, bringing almost four decades of lending experience in
BHR's markets.  Previously, Mr. Imperial held senior lending
positions with Bank @Lantec, First Community Bank and SouthTrust
Bank, and served in commercial and real estate lending positions
at Wachovia Bank, NA for eighteen years and at SunTrust Bank
(formerly United Virginia Bank) for nine years.  Mr. Imperial
graduated from Old Dominion University with a Bachelor of Science
in Business Administration.

                   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.


HAMPTON ROADS: Expands Small Business Lending Division
------------------------------------------------------
Hampton Roads Bankshares, Inc., the holding company for The Bank
of Hampton Roads and Shore Bank, announced that BHR is expanding
its Small Business Lending Division with the appointment of John
S. Harris and Thomas C. Schaefer as Assistant Vice
Presidents/Small Business Bankers in the Albemarle and Richmond
markets, respectively.  Harris and Schaefer will report to Philip
E. Richard, Senior Vice President and Director of Small Business
Banking.

Donna W. Richards, President - Virginia/North Carolina for BHR,
said, "With our focus on community banking in our core markets,
small business loans are an important service we provide for our
communities, and a service that we believe is not a priority for
many of our competitors.   As former Financial Center Managers,
John and Tom have deep roots in their communities and strong
relationships with customers and we are confident they will
provide the highest quality of service to current and new small
business customers."

                   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.


HAWKER BEECHCRAFT: Inks Separation Agreement with James Maslowski
-----------------------------------------------------------------
Hawker Beechcraft Corporation, the principal operating subsidiary
of Hawker Beechcraft Acquisition Company, LLC, and Hawker
Beechcraft, Inc., the Company's parent company, entered into a
Separation of Employment Agreement and General Release with James
Maslowski in connection with his retirement as President - U. S.
and International Government Business on Jan. 31, 2012, as
previously announced.  Mr. Maslowski also retired from his
position as President of Hawker Beechcraft Defense Company, LLC, a
subsidiary of Hawker Beechcraft Corporation.  Mr. Worth W.
Boisture, Jr., President and Chief Executive Officer of Hawker
Beechcraft Corporation, will assume the role of President of
Hawker Beechcraft Defense Company, LLC on an interim basis.  Terms
of Mr. Maslowski's separation arrangements include acceleration of
the accrual of 19,429 RSUs.

Mr. Maslowski has agreed to become a consultant to Hawker
Beechcraft Defense Company, LLC, effective as of Feb. 1, 2012.
The one-year renewable consulting arrangement with Mr. Maslowski
provides that Mr. Maslowski will provide services related to the
marketing and sale of T-6 aircraft, for which he will receive a
monthly retainer, certain success fees, and reimbursement of out-
of-pocket expenses.  Mr. Maslowski will remain on the Board of
Managers of Hawker Beechcraft Defense Company, LLC, and will serve
as its Vice Chairman.

                       About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kan., is a manufacturer of business jets, turboprops and
piston aircraft for corporations, governments and individuals
worldwide.

The Company's balance sheet at June 30, 2011, showed $3.01 billion
in total assets, $3.33 billion in total liabilities and a $317.30
million in total deficit.

Hawker Beechcraft reported a net loss of $304.3 million on $2.80
billion of total sales for 12 months ended Dec. 31, 2010.  Net
loss in 2009 and 2008 was $451.3 million and $157.2 million,
respectively.

To reduce the cost of operations, in October 2010, the Company
announced it would implement a cost reduction and productivity
program.  The first part of the program consisted of the immediate
termination of approximately 8% of salaried employees while the
second part involves reducing the Company's factory and shop work
forces by approximately 800 employees by end of August 2011.

                         *     *     *

Hawker Beechcraft carries 'Caa2' corporate family and probability
of default ratings from Moody's Investors Service.


HEALTHSPRING INC: Moody's Withdraws 'Ba3' Corp. Family Rating
-------------------------------------------------------------
Moody's Investors Service has upgraded the insurance financial
strength (IFS) ratings of HealthSpring, Inc.'s (HealthSpring's)
operating subsidiaries to A2 following the announcement that CIGNA
Corporation (CIGNA; NYSE: CI, A2 for IFS, stable outlook) had
completed its acquisition of HealthSpring and that HealthSpring
had become an indirect, wholly-owned subsidiary of CIGNA. The
outlook on the ratings is stable. This rating action concludes the
review announced on October 25, 2011 when HealthSpring announced
it had entered into a definitive agreement to be acquired by
CIGNA. In addition, Moody's has withdrawn the Ba3 corporate family
rating and Ba3 senior secured debt rating at HealthSpring.
HealthSpring's outstanding bank term loan was paid off in full at
the close of the transaction and the credit facilities have been
terminated.

RATINGS RATIONALE

Moody's stated that the upgrade of HealthSpring's IFS ratings to
A2 reflects the strong implicit level of support CIGNA is expected
to provide to HealthSpring, as well as the integration of its
operations with CIGNA as one of its operating subsidiaries, and
CIGNA's plan to retain key members of HealthSpring's management
team. As such, HealthSpring is viewed analytically by Moody's as
an integral part of CIGNA's group of operating companies, which
together comprise a single analytic unit for credit rating
purposes.

Moody's said that CIGNA's ratings could be upgraded if EBITDA
margins remain above 10% with a consolidated RBC ratio of at least
300% CAL, if adjusted financial leverage is reduced to 40%, if
annual membership grows at least 2% and if EBITDA interest
coverage approaches 9 times. However, if EBITDA earnings margins
fall below 5% or EBITDA coverage ratio falls below 5 times, if
adjusted financial leverage increases above 50%, if consolidated
RBC ratio falls below 250% CAL, if annual reinsurance losses
exceed 10% of equity, or if there is a large acquisition that
involves significant integration challenges, Moody's said that the
ratings may be downgraded.

The principal methodology used in rating CIGNA was Moody's Rating
Methodology for U.S. Health Insurance Companies published in May
2011.

These ratings were upgraded with a stable outlook:

HealthSpring of Tennessee, Inc. -- insurance financial strength
rating to A2 from Ba1;

HealthSpring of Alabama, Inc. -- insurance financial strength
rating to A2 from Ba1;

Bravo Health of Pennsylvania, Inc. -- insurance financial strength
rating to A2 from Ba1.

CIGNA Corporation, headquartered in Philadelphia, PA, provides
employee benefits, including health care products and services,
and group disability, life and accident insurance throughout the
United States. It also provides life, accident, health and
expatriate employee benefits insurance coverage in selected
international markets, primarily in Asia and Europe. For the first
nine months of 2011, the company reported consolidated GAAP
revenues of approximately $16.5 billion, shareholders' equity of
approximately $7.8 billion, and total enrollment of 11.5 million
medical members (excluding Part D membership).

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.


HERCULES REDEVELOPMENT: S&P Cuts Rating on 2007 Bonds to 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
(SPUR) on Hercules Redevelopment Agency, Calif.'s housing tax
allocation bonds (TABs) five notches to 'B' from 'BBB-'. The
outlook is stable.

"We base the downgrade on our view of the additional assessed
value declines in the project area in fiscal 2012 and management's
revised calculation of pledged housing revenue, which have reduced
maximum annual debt service coverage to 0.92x," said Standard &
Poor's credit analyst Sussan Corson. As well, there is the
likelihood that, beginning in August 2012, the agency will
not have sufficient annual pledged housing revenue (assuming 20%
of tax increment) to meet annual debt service without using its
pledged cash debt service reserves.

"We also base the downgrade on our view of the agency's debt
management and its failure to apply any pledged net tax increment
revenue to its nonhousing debt service payment on Feb. 1, 2012. We
understand that the agency has made its Feb. 1, interest payment
for the housing TABs," S&P said.

The SPUR also reflects what S&P views as:

    Continued concentration in the largest taxpayer, Bio-Rad
    Laboratories Inc. (BBB/Stable), which makes up 16% of fiscal
    2012 incremental assessed value (AV); and

    Fully funded cash reserves held with the trustee for the
    housing TABs totaling $1.8 million.

The series 2007A&B housing TABs are secured by set-asides for low-
and moderate-income housing, net of an annual $130,000 senior
pass-through payment.

"The stable outlook is based on our assessment of the fully funded
cash reserves held by the trustee, which we calculate could cover
a relatively small annual shortfall in pledged revenue over the
next 11 years, assuming officials apply 20% of annual tax
increment as pledged housing revenue to debt service and assuming
no other changes to AV.  Should AV trends continue to decline
significantly or should pledged revenue be diverted from future
housing TAB repayment, we could lower the rating further," S&P
said.

The project area is in the western portion of the city of
Hercules, adjacent to the San Francisco Bay in Contra Costa
County, and covers a former industrial area, including a central
portion historically centered on explosives production. The merged
project area covers 826 acres and consists of two areas -- the
original Dynamite project area and an amendment area, project area
No. 2.


HERCULES REDEVELOPMENT: S&P Cuts Tax Allocation Bond SPUR to 'CC'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
(SPUR) two notches to 'CC' from 'CCC' on Hercules Redevelopment
Agency, Calif.'s series 2005 and 2007A tax allocation bonds
(TABs). The outlook is negative.

"The downgrade reflects our assessment of the agency's use of the
Ambac Assurance Corp. surety reserve to fund a $2.4 million debt
service payment on Feb. 1, 2012," said Standard & Poor's credit
analyst Sussan Corson. "The outlook remains negative reflecting
our expectation that pledged revenue will remain insufficient to
cover nonhousing debt service obligations and remaining surety
reserve funds could be depleted in the next one-to-two years," Ms.
Corson added.

The SPUR also reflects what S&P views as:

    Significant drops in the agency's project area assessed value
    (AV) in the past four years, which have led to declining tax
    increment revenue and about 0.7x maximum annual debt service
    (MADS) coverage, including annual pass-through payment
    obligations to Catellus Development Corp.;

    Continued concentration in the largest taxpayer, Bio-Rad
    Laboratories Inc. (BBB/Stable), which makes up 16% of fiscal
    2012 incremental AV; and

    The fact that the nonhousing-secured series 2005 and 2007A
    bonds' debt service reserve is funded by sureties from Ambac
    (not rated).

The series 2007A and series 2005 bonds are secured by tax
increment revenues collected from the agency's merged project area
net of set-asides for low- and moderate-income housing and certain
senior pass-through payments.

The project area is in the western portion of Hercules, adjacent
to the San Francisco Bay in Contra Costa County, and covers a
former industrial area, including a central portion historically
centered on explosives production. The merged project area covers
826 acres and consists of two areas -- the original Dynamite
project area and an amendment area, project area No. 2.


HOSTESS BRANDS: Gets Judge Nod to Tap Additional $40MM Financing
----------------------------------------------------------------
Hilary Russ Bankruptcy Law360 reports that U.S. Bankruptcy Judge
Robert Drain on Thursday allowed Hostess Brands Inc. to tap into
another $40 million in post-petition financing, overruling
objections from pension plans and other unsecured creditors who
claimed the agreement would give lenders a "stranglehold" over the
case.

Law360 relates that Judge Drain ruled that denying the company
access to a second, final pot of debtor-in-possession financing
would be "penny-wise and pound-foolish," despite revelations that
the company has far more cash on hand that it originally predicted
it would.

                        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.


IMAGEWARE SYSTEMS: LAWA Places Orders for Biometric Products
------------------------------------------------------------
ImageWare Systems, Inc., announced that Los Angeles World
Airports, a City of Los Angeles department that owns and operates
Los Angeles International, LA/Ontario International and Van Nuys
airports, has placed an order for a number of biometric identity
management and credentialing software products developed by
ImageWare Systems, Inc.  These software products will provide the
foundation for a new biometrically enabled identity management and
credentialing system used to identify airport employees,
contractors, and police at LAX and Ontario airports. Among the
products ordered are ImageWare's Quick Capture multi-biometric
capture application, as well as multiple identity management and
credential issuance modules that are part of ImageWare's SOA-based
Identity Service Bus suite.

Once professional services for customization and implementation
have been added, the total value of the LAWA project to ImageWare
is expected to be approximately $1 million for the first year.

"ImageWare is proud to play a role in enhancing security at one of
the world's busiest airports," said Jim Miller, Imageware Chairman
and CEO.  "Using our patented biometric management capability, we
look forward to working with LAWA to create a model system for
airports around the globe."

                      About ImageWare Systems

Headquartered in San Diego, California, ImageWare Systems, Inc. is
a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization.  Its "flagship" product
is the IWS Biometric Engine.  Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes.  The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials.  Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.

The Company reported a net loss of $5.05 million on $5.81 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $12.63 million on $6.02 million of revenue during the
prior year.

The Company's balance sheet as of Dec. 31 2010, showed
$3.98 million in total assets, $21.88 million in total
liabilities, and a $17.90 million total shareholders' deficit.


INTELSAT SA: Expects $775MM-$850MM Capital Expenditures in 2012
---------------------------------------------------------------
Intelsat S.A. announced its annual capital expenditure guidance
for the three fiscal years beginning Jan. 1, 2012, and ending
Dec. 31, 2014.

At present, the Company is constructing eight satellites, six of
which are expected to be launched during the Guidance Period.  In
addition to these programs, during this period the Company expects
to procure two additional satellites to replace currently existing
satellites, as compared to the Company's previous guidance of
procuring one additional replacement satellite during this period.
By the conclusion of the Guidance Period, the Company's total
station-kept transponder count is expected to increase modestly
from levels at year end 2011.

Capital expenditures for 2011 totaled $798 million, excluding the
New Dawn satellite launched in April 2011.  The Company expects
its 2012 total capital expenditures to range from $775 million to
$850 million.  Capital expenditures are currently expected to
range from $550 million to $625 million in 2013 and $525 million
to $600 million in 2014.  The Company's capital expenditures
guidance includes capitalized interest.  The annual classification
of capital expenditure payments could be impacted by the timing of
achievement of satellite manufacturing and launch contract
milestones.

During the Guidance Period, the Company expects to receive
significant customer prepayments under its existing customer
service contracts.  The Company also anticipates that prepayments
will be received under customer contracts to be signed in the
future.  Prepayments received in 2011 totaled $334 million.
Prepayments are currently expected to range from $150 million to
$200 million in 2012, all under existing customer contracts.
Prepayments are currently expected to range from $150 million to
$200 million in 2013 and $100 million to $150 million in 2014,
with the majority of these prepayment amounts coming from existing
customer contracts.

                          About Intelsat

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

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

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

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

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

                          *     *     *

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


INTERNATIONAL MEDIA: Sec. 341 Creditors' Meeting Set for Feb. 14
----------------------------------------------------------------
Roberta A. DeAngelis, thhe U.S. Trustee for Region 3, will hold a
First Meeting of Creditors pursuant to 11 U.S.C. Sec. 341(a) in
the Chapter 11 case of International Media Group, Inc., on
Feb. 14, 2012, at 1:00 p.m. at J. Caleb Boggs Federal Building,
2nd Floor, Room 5209.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                  About International Media Group

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

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

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

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

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

Judge Mary F. Walrath oversees the Debtors' cases.  International
Media Group tapped Houlihan Lokey Capital, Inc., in October to
market the assets.  Houlihan will continue marketing the assets
postpetition.  William E. Chipman, Jr., Esq. -- chipman@ccbllp.com
-- and Mark D. Olivere, Esq. -- olivere@ccbllp.com -- at Cousins
Chipman & Brown, LLC, in Wilmington, Delaware, serve as the
Debtors' bankruptcy counsel.  The Debtors' claims agent is Epiq
Bankruptcy Solutions LLC.

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


INTERNATIONAL MEDIA: Taps Cousins Chipman as Substitute Counsel
---------------------------------------------------------------
International Media Group, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware for authorization to employ
Cousins Chipman & Brown, LLP, as substitute counsel to the
Debtors, nunc pro tunc as of Jan. 13, 2012.

Cousins Chipman substitutes for Landis Rath & Cobb LLP as counsel
for the Debtors.

On the Petition Date, the Debtors filed their application to
employ Landis Rath as their counsel.  Subsequent to the filing of
said application, counsel of record for the Debtors, partner
William E. Chipman, Jr., Esq., together with associate Mark D.
Olivere, Esq., ended their affiliation with Landis Rath, and
became associated with Cousins Chipman.

As counsel for the Debtors, Cousins Chipman, among others, will:

a. provide legal advice with respect to the Debtors' powers and
   duties as debtors-in-possession in the continued operation of
   their businesses and management of their properties;

b. negotiate, draft, and pursue all documentation necessary in the
   Debtors' cases; and

c. prepare on behalf of the Debtors all applications, motions,
   answers, orders, reports, and other legal papers necessary to
   the administration of the Debtors' estates.

The principal attorneys of the firm that will represent the
Debtors and their hourly rates are:

   William E. Chipman, Jr., Esq.        $595
   Mark D. Olivere, Esq.                $435

Other attorneys and paralegals will render services to the Debtors
are needed.  Generally, the firm's hourly rates range from $495 to
$645 for partners, $250 to $450 for associates, and $150 to $225
for legal assistants / paralegals.

William E. Chipman, Jr., Esq., attests that the firm does not hold
or represent any interest adverse to the Debtors and that the firm
is a "disinterested person" within the meaning of Section 101(14)
of the Bankruptcy Code.

                  About International Media Group

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

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

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

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

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

Judge Mary F. Walrath oversees the Debtors' cases.  International
Media Group tapped Houlihan Lokey Capital, Inc., in October to
market the assets.  Houlihan will continue marketing the assets
postpetition.  William E. Chipman, Jr., Esq. -- chipman@ccbllp.com
-- and Mark D. Olivere, Esq. -- olivere@ccbllp.com -- at Cousins
Chipman & Brown, LLC, in Wilmington, Delaware, serve as the
Debtors' bankruptcy counsel.  The Debtors' claims agent is Epiq
Bankruptcy Solutions LLC.

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


INTERNATIONAL MEDIA: Can Employ Epiq as Notice and Claims Agent
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
International Media Group Inc. and its affiliated debtors
permission to employ Epiq Bankruptcy Solutions LLC as their notice
and claims agent, nunc pro tunc to the petition date.

As reported in the TCR on Jan. 16, 2012, the Debtors said the size
of their creditor and interested party body makes it impracticable
for them to, without assistance, undertake the task of sending
notices to creditors and other parties-in-interest.  The Debtors
anticipate that there will be in excess of 1,200 entities to be
noticed in these Chapter 11 cases.

Epiq holds a $15,000 retainer from the Debtors.

Edward J. Kosmowski attests that (a) Epiq is a "disinterested
person" within the meaning of section 101(14) of the Bankruptcy
Code; (b) Epiq holds no interest materially adverse to the Debtors
and their estates with respect to matters that the Debtors seek to
employ Epiq to handle; and (c) Epiq has no material connection to
the Debtors, their creditors or related parties.

                  About International Media Group

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

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

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

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

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

Judge Mary F. Walrath oversees the Debtors' cases.  International
Media Group tapped Houlihan Lokey Capital, Inc., in October to
market the assets.  Houlihan will continue marketing the assets
postpetition.  William E. Chipman, Jr., Esq. -- chipman@ccbllp.com
-- and Mark D. Olivere, Esq. -- olivere@ccbllp.com -- at Cousins
Chipman & Brown, LLC, in Wilmington, Delaware, serve as the
Debtors' bankruptcy counsel.  The Debtors' claims agent is Epiq
Bankruptcy Solutions LLC.

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


INTERTAPE POLYMER: Extends Maturity of $200-Mil. Facility to 2017
-----------------------------------------------------------------
Intertape Polymer Group Inc. announced the extension of its Asset-
Based Loan facility of $200 million with a syndicated lending
group led by Bank of America, Merrill Lynch, Pierce, Fenner &
Smith Incorporated, and Wells Fargo Capital Finance, LLC.

The Company has reached an agreement for an extension of the
maturity of its ABL to February 2017 from March 2013.  The new ABL
maturity date can be accelerated to 90 days prior to Aug. 1, 2014,
if those notes have not been retired or if other conditions have
not been met.  Under the new agreement, the interest rate will
increase modestly while several other modifications in the terms
provide the Company with greater flexibility.

"Our improved financial performance in 2011 and our debt reduction
in the third and fourth quarters of 2011 enhanced our ability to
extend the maturity of our ABL under favorable terms.  This is an
important step towards further improving our capital structure,"
said Bernard J. Pitz, Intertape's Chief Financial Officer.

Increased cash flows from operations during the second half of
2011 allowed the Company to reduce its total indebtedness by $18.1
million during the third quarter of 2011 and to achieve further
reductions during the fourth quarter of 2011.

                  About Intertape Polymer Group

Intertape Polymer Group Inc. (TSX:ITP) (NYSE:ITP) develops and
manufactures specialized polyolefin plastic and paper based
packaging products and complementary packaging systems for
industrial and retail use.  Headquartered in Montreal, Quebec and
Sarasota/Bradenton, Florida, the Company employs approximately
2,100 employees with operations in 17 locations, including 13
manufacturing facilities in North America and one in Europe.

The Company reported a net loss of US$56.44 million on US$720.51
million of sales for the year ended Dec. 31, 2010, compared with a
net loss of US$14.39 million on US$615.46 million during the prior
year.

The Company's balance sheet at Sept. 30, 2011, showed US$466
million in total assets, US$318.14 million in total liabilities
and US$147.86 million in shareholders' equity.

                         *     *     *

In August 2010, Moody's Investors Service revised the rating
outlook on Intertape Polymer Group Inc. to negative from stable
and affirmed the B2 Corporate Family Rating.  Moody's also
affirmed the SGL-3 speculative grade liquidity rating and
instrument ratings.  Moody's said the B2 Corporate Family Rating
reflects Intertape's narrow operating margins, lack of pricing
power, largely commoditized product line and reliance on cyclical
end markets, such as industrial, building and construction
segments.  Intertape is operating in a fragmented and highly
competitive industry.  The presence of large competitors with
significant financial resources restricts Intertape's ability to
recover raw material increases from customers and constrains the
rating.

In July 2010, Standard & Poor's Ratings Services revised its
outlook on Intertape Polymer Group to positive from negative and
affirmed its ratings, including its 'CCC+' corporate credit
rating, on the Company and its subsidiary IntertapePolymer U.S.
Inc.  "The outlook revision reflects some improvement in the
company's liquidity position and S&P's expectation that the
improvement to the financial profile will continue into the next
several quarters," said Standard & Poor's credit analyst Paul
Kurias.


INVESTORS LENDING: Hires Rubnitz to Handle Foreclosure Process
--------------------------------------------------------------
Investors Lending Group, LLC, sought and obtained authority from
the Bankruptcy Court to employ Jeffrey W. Rubnitz, and the law
firm of Rubnitz, Gerber & Ziblut, P.C., as special counsel to (i)
handle dispossessory and foreclosure proceedings and (ii) prepare
contracts and handle real estate closings.

Mr. Rubnitz will be compensated at his standard hourly rate of
$275 and a flat rate of $750 for single parcel real estate
closings.

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

                      About Investors Lending

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

In November 2011, the U.S. Trustee for Region 21 appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Investors Lending.  C. James McCallar, Jr.,
Esq., and Tiffany E. Caron, Esq., at McCallar Law Firm, in
Savannah, GA, represent the Committee.


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

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

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

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

                      About Investors Lending

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

In November 2011, the U.S. Trustee for Region 21 appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Investors Lending.  C. James McCallar, Jr.,
Esq., and Tiffany E. Caron, Esq., at McCallar Law Firm, in
Savannah, GA, represent the Committee.


INVESTORS LENDING: Wants Exclusive Plan Period Extended to Feb. 18
------------------------------------------------------------------
Investors Lending Group LLC is seeking a 30-day extension until
Feb. 18, 2012, of the exclusive right to file a reorganization
plan and disclosure statement.  The Debtor is engaged in
negotiations with its creditors and anticipates those negotiations
will result in agreements being reached, which when finalized,
will provide the treatment for such creditor's claim under the
Plan.

                      About Investors Lending

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

In November 2011, the U.S. Trustee for Region 21 appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Investors Lending.  C. James McCallar, Jr.,
Esq., and Tiffany E. Caron, Esq., at McCallar Law Firm, in
Savannah, GA, represent the Committee.


KANSAS CITY: S&P Assigns Rating to Senior Secured Term Loan
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' rating to
Kansas City, Mo.-based Kansas City Southern Railway Co.'s (KCSR's)
proposed $275 million senior secured term loan due Jan. 15, 2017.
"We assigned a '1' recovery rating to the term loan to reflect our
expectation that lenders would receive very high (90%-100%)
recovery in a payment default," S&P said.

The proposed term loan is part of KCSR's existing amendment to its
senior secured credit facility. The company will use proceeds from
the proposed debt issue, along with cash on hand, to tender for
$275 million of its outstanding 8% senior notes due 2015.

"The ratings on parent company Kansas City Southern (KCS) reflect
a financial risk profile that, while improving, remains somewhat
weaker than those of its Class 1 (large) peer railroads. The
company has substantial capital spending requirements and
meaningful exposure to cyclical end markets, such as automotive
and manufacturing--particularly in Mexico through its subsidiary
KCSM, the Mexican railroad company it acquired in April 2005. The
favorable characteristics of the U.S. freight railroad industry
and KCS' strategically located rail network partly offset these
risks. We characterize the company's business risk profile as
'satisfactory,' its financial risk profile as 'significant,' and
liquidity as 'adequate' under our criteria," S&P said.

"Over the next few quarters, we expect volume momentum to continue
as a result of the gradually improving economy, particularly in
Mexico. We also expect KCS to continue to benefit from generally
favorable pricing trends and ongoing efficiency improvements. As a
result, we expect near-term improvement in the company's credit
measures, maturity profile, and liquidity," S&P said.

Ratings List
Kansas City Southern
Kansas City Southern Railway Co.
Corporate credit rating              BB/Positive/--

Ratings Assigned
Kansas City Southern Railway Co.
Senior secured
  $275 mil. term loan due 2017        BBB-
  Recovery rating                     1


KB HOME: Moody's Assigns 'B2' Rating to Proposed Note Offering
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to KB Home's
proposed $250 million of senior unsecured notes due 2020, which
will be a draw down under the shelf registration for well-known
seasoned issuers that was filed in September 2011. In the same
rating action, Moody's assigned a provisional P(B2) rating to the
shelf and affirmed the company's B2 corporate family rating, B2
probability of default rating, B2 rating on the existing senior
unsecured notes, and SGL-2 speculative grade liquidity assessment.
The rating outlook is stable.

These rating actions were taken:

$250 million of senior unsecured notes due 2020, assigned a B2
(LGD4, 52%);

P(B2) provisional rating assigned to the unsecured notes that may
be issued under a shelf registration for well-known seasoned
issuers

Existing senior unsecured notes, affirmed at B2 (LGD4, 52%);

Corporate family rating, affirmed at B2;

Probability of default rating, affirmed at B2;

Speculative grade liquidity assessment, affirmed at SGL-2;

Rating outlook is stable.

RATINGS RATIONALE

Proceeds from the offering will be used to purchase the tendered
amount of the company's existing senior unsecured notes due 2014
and 2015. The cash tender offer for the company's 5.75% Senior
Notes due 2014, 5.875% Senior Notes due 2015 and 6.25% Senior
Notes due 2015 for an aggregate amount of up to $250 million was
announced on January 19, 2012.

The affirmation of the ratings reflects the debt neutral nature of
the proposed transaction as no incremental debt will be created,
the improvement in the company's liquidity profile by the
extension of debt maturities, and Moody's expectation that KB
Home's credit metrics will gradually begin to improve in the
intermediate time horizon. The ratings affirmation also reflects
the repayment of the company's contractual obligations relating to
the South Edge joint venture and the resulting improvement in
adjusted homebuilding debt leverage to approximately 79% at
November 30, 2011 from 81% at August 31, 2011.

The B2 corporate family rating reflects KB Home's elevated
homebuilding debt-to-capitalization ratio, negative earnings and
cash flow generation, and Moody's expectation that the credit
metrics will remain weak in 2012, while the improvement in the
operating performance will be limited over the intermediate term
horizon by the substantive headwinds experienced by the
homebuilding industry. The company generated negative cash from
operations of $348 million in FY 2011 ending November 30, 2011,
which in Moody's view is likely to remain negative going forward.
The ratings are supported by the elimination of contractual joint
venture debt and the reasonably healthy liquidity profile.

The company's SGL-2 speculative grade liquidity assessment is
supported by the unrestricted cash position of $415 million at
November 30, 2011, lack of financial maintenance covenants, and
the extension of $250 million of debt maturities to 2020 by the
proposed note issuance and tender offer transactions. Liquidity is
constrained both by the absence of external liquidity sources
(since the company does not have a committed revolving credit
facility) and by relatively limited opportunities to monetize
excess assets quickly.

The stable rating outlook presumes that the company will be able
to increase its revenue generation in line with the rest of the
industry and improve its gross margins and other financial
performance and credit metrics over the intermediate time horizon,
as its good liquidity profile provides a bridge to a potentially
better operating environment. That said, if general economic
weakness continues to hamper new household creation and new home
purchases, additional negative rating pressure will build as
larger maturities then loom closer on the horizon.

A return to consistent profitability and a debt leverage below 60%
could lead us to consider the rating for an upgrade.

Continued losses, weakening liquidity, debt/capitalization
remaining above 80% on a sustained basis, deteriorating margins,
and/or under performance vs. the industry on revenue generation
could create downward pressure on the ratings.

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

Headquartered in Los Angeles, KB Home is one of the country's
largest homebuilders, with total revenues and a consolidated net
loss for its fiscal year 2011 ending November 30 of approximately
$1.3 billion and $179 million, respectively.


KB HOME: S&P Affirms 'B+' Corp. Credit Rating; Outlook Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Los Angeles-based KB Home. "We also assigned a
'B+' issue rating and '4' recovery rating to the company's
proposed $250 million senior notes due 2020. The '4' recovery
rating indicates our expectation for average (30%-50%) recovery in
the event of default. The outlook is negative," S&P said.

"Our rating on KB Home primarily reflects the company's highly
leveraged financial profile," explained credit analyst George
Skoufis. "The prolonged housing downturn substantially reduced KB
Home's revenues and negatively affected profitability and EBITDA-
based credit metrics, despite meaningful debt reduction since the
downturn began."

Standard & Poor's fair business risk assessment reflects its view
that KB Home's market position in certain key metropolitan areas
and investments in new product and communities should contribute
to higher volume in 2012, but profitability will likely be elusive
in the current fiscal year.

"Our negative outlook reflects the still-fragile recovery and the
company's weak credit metrics. We acknowledge that recent new
order trend improvement should support volume growth this year,
and the proposed debt financing and tender will improve the debt
maturity profile. However, we would lower the rating if KB Home
does not maintain an adequate liquidity profile or it's operating
results do not meet our base-case expectations, which assume
profitability and  EBITDA improvements such that debt/EBITDA
steadily declines to the 9x-10x area within the next 18?24 months.
An upgrade is unlikely over the next 12 months, given our
expectation for continued weak profitability and high leverage,"
S&P said.


LANDMARK INVESTORS: Sec. 341(a) Creditors' Meeting Set for Feb. 13
------------------------------------------------------------------
Peter Anderson, the United States Trustee for Region 16, will hold
a first meeting of creditors pursuant to 11 U.S.C. Sec. 341(a) in
the Chapter 11 case of Landmark Investors 2, LLC, on Feb. 13,
2012, at 10:00 a.m. at Room 2612, 725 S. Figueroa St., in Los
Angeles, California.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.  All
creditors are invited, but not required, to attend.  This Meeting
of Creditors offers the one opportunity in a bankruptcy proceeding
for creditors to question a responsible office of the Debtor under
oath about the company's financial affairs and operations that
would be of interest to the general body of creditors.

Glendora, Calif.-based Landmark Investors 2, LLC and Landmark
Investors 7, LLC, filed for Chapter 11 relief (Bankr. C.D. Calif.
Case No. 12-10321 and 12-10329) on Jan. 4, 2012.  Judge Barry
Russell presides over the bankruptcy cases.  Raymond H. Aver,
Esq., at the Law Offices of Raymond H. Aver APC, in Los Angeles,
represents the Debtors.  In its petition, Landmark Investors 2
estimated assets and debts of $10 million to $50 million each.
The petitions were signed by Robert W. Bodkin, II, manager.


LANDMARK INVESTORS: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Landmark Investors 2, LLC, filed with the U.S. Bankruptcy Court
for the Central District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $15,180,000
  B. Personal Property                    $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $10,189,468
  E. Creditors Holding
     Unsecured Priority
     Claims                                                 $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                                 $0
                                 -----------       -----------
        TOTAL                    $15,180,000       $10,189,468

A copy of the Schedules is available for free at:

http://bankrupt.com/misc/landmarkinvestors2.SAL.pdf

Glendora, Calif.-based Landmark Investors 2, LLC and Landmark
Investors 7, LLC, filed for Chapter 11 relief (Bankr. C.D. Calif.
Case No. 12-10321 and 12-10329) on Jan. 4, 2012.  Judge Barry
Russell presides over the bankruptcy cases.  Raymond H. Aver,
Esq., at the Law Offices of Raymond H. Aver APC, in Los Angeles,
represents the Debtors.  In its petition, Landmark Investors 2
estimated assets and debts of $10 million to $50 million each.
The petitions were signed by Robert W. Bodkin, II, manager.


LANDMARK INVESTORS: Ordered to File Plan & Disclosures by April 14
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has directed Landmark Investors 2, LLC, to file a Chapter 11 plan
and an explanatory disclosure statement by April 3, 2012.  The
Court further ordered that on April 14, 2012, at 10:00 a.m., will
hold a hearing for the approval of the Disclosure Statement.  If a
Plan and Disclosure Statement have not been timely filed, the
Court may either dismiss or convert the case at that time.

Glendora, Calif.-based Landmark Investors 2, LLC and Landmark
Investors 7, LLC, filed for Chapter 11 relief (Bankr. C.D. Calif.
Case No. 12-10321 and 12-10329) on Jan. 4, 2012.  Judge Barry
Russell presides over the bankruptcy cases.  Raymond H. Aver,
Esq., at the Law Offices of Raymond H. Aver APC, in Los Angeles,
represents the Debtors.  In its petition, Landmark Investors 2
estimated assets and debts of $10 million to $50 million each.
The petitions were signed by Robert W. Bodkin, II, manager.


LANTHEUS MEDICAL: Moody's Says Amended Revolver Credit Positive
---------------------------------------------------------------
Moody's commented that the amended terms of Lantheus Medical
Imaging's revolver are viewed as a credit positive, but because
manufacturing issues remain outstanding, there is no immediate
effect on the company's Caa1 Corporate Family Rating and other
ratings, which remain under review for possible downgrade.

Lantheus Medical Imaging Inc. is a leading global manufacturer of
medical imaging products and a wholly-owned subsidiary of Lantheus
MI Intermediate, Inc., which, in turn, is a wholly-owned
subsidiary of Lantheus MI Holdings, Inc. The company primarily
manufactures products for cardiovascular diagnostic imaging.


LIBBEY INC: Zesiger Capital Discloses 8.3% Equity Stake
-------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on Feb. 1, 2012, Zesiger Capital Group LLC
disclosed that it beneficially owns 1,639,585 shares of common
stock of Libbey Inc. representing 8.3% of the shares outstanding.
A full-text copy of the filing is available for free at:

                        http://is.gd/fC39Aq

                          About Libbey Inc.

Based in Toledo, Ohio, since 1888, Libbey, Inc., operates glass
tableware manufacturing plants in the United States in Louisiana
and Ohio, as well as in Mexico, China, Portugal and the
Netherlands.  Libbey supplies tabletop products to foodservice,
retail, industrial and business-to-business customers in over 100
countries.

The Company's balance sheet at Sept. 30, 2011, showed $788.32
million in total assets, $733.68 million in total liabilities and
$54.64 million in total shareholders' equity.

                           *     *     *

On Oct. 28, 2009, Libbey restructured a portion of its debt
by exchanging the old 16% Senior Subordinated Secured Payment-in-
Kind Notes due December 2011 of subsidiary Libbey Glass Inc.,
having an outstanding principal amount as of October 28, 2009, of
$160.9 million for (i) $80.4 million principal amount of new
Senior Subordinated Secured Payment-in-Kind Notes due 2021 of
Libbey Glass, and (ii) 933,145 shares of common stock and warrants
exercisable for 3,466,856 shares of common stock of Libbey Inc.

On Feb. 8, 2010, Libbey used the proceeds of a $400.0 million
debt offering of 10.0% Senior Secured Notes due 2015 of Libbey
Glass Inc., as well as cash on hand, to (i) repurchase the
$306.0 million then outstanding Floating Rate Senior Secured Notes
due 2011 of Libbey Glass, (ii) repay the $80.4 million New PIK
Notes and (iii) pay related fees and expenses.  Concurrent with
the closing of the offering of the Senior Secured Notes, Libbey
entered into an amended and restated $110 million Asset Based Loan
facility which, among other terms, extended the maturity date to
2014.

As reported by the TCR on Aug. 9, 2011, Standard & Poor's Ratings
Services raised its corporate and senior secured debt ratings on
Toledo, Ohio-based Libbey Inc. to 'B+' from 'B'.  The rating
outlook is stable.  "The upgrade and stable outlook reflect our
belief that Libbey will sustain its improved profitability and
credit measures and maintain its adequate liquidity position,"
said Standard & Poor's credit analyst Rick Joy.


LIMITED BRANDS: S&P Cuts Unsecured Debt Rating to 'BB-'
-------------------------------------------------------
Standard & Poor's Ratings Services lowered the issue-level rating
on specialty apparel retailer Limited Brands Inc.'s unsecured debt
without subsidiary guarantees to 'BB-' from 'BB+'. "We also
revised the recovery rating on the debt to '6'from '4'. The '6'
recovery rating indicates our expectation of negligible (0%-10%)
recovery in the event of default," S&P said.

"In addition, we assigned our 'BB+' issue rating to the company's
new $750 million senior unsecured notes with subsidiary guarantees
due 2017. We also assigned a '3' recovery rating to the notes,
indicating our expectation of meaningful (50%-70%) recovery in the
event of default," S&P said.

"At the same time, we affirmed all other ratings on the company,
including our 'BB+' corporate credit rating. The outlook is
stable," S&P said.

"The lowering of the issue-level rating on the unsecured notes
without subsidiary guarantees reflects the issuing of $750 million
of additional notes with subsidiary guarantees," said Standard &
Poor's credit analyst David Kuntz, "which leaves less value for
the notes without subsidiary guarantees." "This is despite the
improvement in our estimation of net enterprise value based on
good performance over the past year."

"The ratings on Limited Brands reflect our expectation for further
performance gains during 2012, though at a diminished rate than
the previous year," added Mr. Kuntz, "and for financial policies
to remain aggressive." Both its Victoria's Secret (VS) and Bath &
Body Works (BBW) divisions are relatively mature, and historically
have provided consistent and solid cash flows.

"The stable outlook on Limited Brands reflects our view that the
company's financial policies will remain aggressive, but that it
will manage its shareholder activities with leverage at about 3x
over the near term. The outlook also incorporates our view that
the company will demonstrate modest performance gains over the
next year, but at a lower rate than the prior year," S&P said.

"We could lower the rating if additional shareholder-friendly
activities or erosion in performance results in leverage above
3.5x. An example of this scenario would be if the company issued
more than $750 million of additional debt while performance growth
is in the low-single digits," S&P said.

"An upgrade is unlikely over the near term because we currently
assess the company's financial risk profile below investment grade
and believe that financial policies will remain aggressive over
the intermediate term," S&P said.

"However, we could upgrade the company if we received further
clarity into its long-term financial policy with respect to
dividends, share repurchases, and debt issuance. Additionally, the
company would demonstrate stronger credit protection measures with
leverage in the low-2x area and interest coverage approaching 6x,"
S&P said.


LOCAL TV: S&P Assigns 'BB-' Rating to Amended Credit Facilities
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned Fort Wright, Ky.-based
Local TV Finance LLC's amended and extended senior secured credit
facilities its 'BB-' issue-level rating (two notches higher than
its 'B' corporate credit rating on the company). "We also assigned
a recovery rating of '1' to this debt, indicating our expectation
of very high (90% to 100%) recovery for lenders in the event of a
payment default. The transaction extends the maturity of the
company's revolving credit facility and roughly three-fourths of
the company's term loan B to 2015 from 2013," S&P said.

"At the same time, we revised our recovery rating on Local TV
Finance LLC's non-extended senior secured credit facilities to '1'
(90% to 100% recovery expectation) from '2' (70% to 90% recovery
expectation). We raised our issue-level rating on this debt to
'BB-' from 'B+' in accordance with our notching criteria for a '1'
recovery rating. The revision of the recovery rating reflects less
senior secured debt at default (largely because of debt repayment)
than we had previously assumed, which results in higher recovery
prospects under our simulated default scenario," S&P said.

"All other related ratings on the company, including the 'B'
corporate credit rating, were affirmed. The rating outlook is
stable. We analyze Local TV LLC and operating subsidiary Local TV
Finance LLC on a consolidated basis," S&P said.

"The corporate credit rating on Local TV is based on our
expectation that the company will be able to maintain adequate
liquidity despite its high leverage. We consider the company's
business risk profile as 'weak' (based on our criteria) because of
TV broadcasting's mature growth prospects and the company's
concentration in CBS-affiliated stations. Local TV's ratio of
lease-adjusted debt to EBITDA of 6.3x underpins our view of the
company's financial risk profile as 'highly leveraged,'" S&P said.

Local TV has a revenue concentration in CBS-affiliated stations.
These stations account for almost half of the company's revenues,
leaving it vulnerable to declines in the network's audience
ratings. Local TV's advertising revenue is highly sensitive to
economic downturns and election cycles. EBITDA can decline by as
much as 20% in nonelection years.

"Local TV's stations have either a No. 1 or No. 2 news ranking in
most of their markets, which is important to stations'
profitability and to their ability to attract political
advertising. Despite the company's good news position and
major network affiliations, its business is subject to long-term
secular trends of fragmentation of viewing and increasing audience
engagement with Internet-based entertainment. Local TV's
retransmission revenue lags that of the industry somewhat,
contributing to our assessment of the company's business risk
profile as 'weak,' but we expect an improvement over the next
several years," S&P said.


LPATH INC: Marathon Capital Discloses 5% Equity Stake
-----------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Marathon Capital Management, LLC, disclosed that, as
of Dec. 31, 2011, it beneficially owns 3,035,197 shares of common
stock of Lpath Inc. representing 5% of the shares outstanding.  A
full-text copy of the filing is available for free at:

                    http://is.gd/3GeAc5

                     About Lpath, Inc.

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

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

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

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


LSP ENERGY: Moody's Lowers Rating of Sr. Secured Bonds to 'Caa3'
----------------------------------------------------------------
Moody's Investors Service downgraded LSP Energy Limited
Partnership's (LSP or Project) rating on its senior secured bonds
to Caa3 from Caa2. The outlook remains negative.

RATINGS RATIONALE

The rating action reflects the Project's payment default on
January 15, 2012 and the occurrence of an event of default under
the bond indenture given the lapse of the 15 day grace period. The
event of default provides bondholders various remedies including
debt acceleration and Moody's views a bankruptcy of the Project as
a distinct possibility.

A key driver of the Project's cash flow shortfall has been
operating problems for all three units in 2011 including an outage
at Unit 1 that has remained offline since May 27, 2011. The
inability of the Project to return Unit 1 to operations by year-
end 2011 resulted in the termination of the sale of the indirect
equity in LSP Energy to TPF II Southeast Holdings, LLC, an
indirect subsidiary of Tenaska.

The rating action also considers increased prospects for
bondholder losses given the significant problems at Unit 1 and the
Project's history of operational issues. These operational
problems have heightened potential loss expectations compared to
the previous Caa2 rating, which incorporated meaningful recovery
based on comparable asset sales in the region. Given the Project's
operational problems and sizeable outage related costs, Moody's
incorporates the assumption that a potential buyer is likely to
seek a substantial discount relative to well operating units.

The Caa3 rating also takes into consideration the offtake contract
maturities from 2013 to 2015 and downward pressure on merchant
energy margins in the region given the decline in forward gas
prices over the past year. The weak market condition puts downward
pressure on the Project's merchant cash flows starting in 2013.
Additionally, Moody's views the Project's operational problems
will likely present additional challenges to any re-contracting of
PPAs once the existing offtake contracts mature. Ultimately,
Moody's views these factors as diminishing the Project's value.

The negative outlook reflects the potential for greater than
expected losses if Unit 1 is unable to successfully return to
operations and maintain sound operational performance.

The rating outlook could stabilize or improve if there is greater
clarity regarding recovery and if Moody's believes that recovery
prospects strengthen beyond the 65-80% range.

LSP's rating could be revised downward if Moody's believes that
the recovery prospects for bondholders fall below 65%.

LSP Energy Limited Partnership is a limited partnership that owns
and operates an 837 MW combined-cycle natural gas-fired electric
generating facility located in Batesville, Mississippi. LSP Energy
is approximately 96% owned by Batesville Generation Holdings LLC
(BGH). BGH is currently owned by a group of institutional
investors.

The last rating action on LSP Energy occurred on January 11, 2011,
when the rating on Project's rating was downgraded to Caa2.

The principal methodology used in this rating was Power Generation
Projects methodology published in December 2008.


M WAIKIKI: Davidson Trust Funding to Pay Creditors in Full
----------------------------------------------------------
M Waikiki, LLC, and The Davidson Family Trust dated Dec. 22, 1999,
amended, have a proposed Joint Plan of Reorganization dated Jan.
20, 2012, and an explanatory disclosure statement.

The sources of cash necessary for the Debtor to pay allowed claims
will be cash on hand, cash arising from the operation or sale of
the Debtor's hotel, an exit funding of $39,195,285 from the
Davidson Trust on the Effective Date and recovery from the
prosecution of all causes of action.

The Exit Funding has two components: an exit capital contribution
in the amount of $4,500,000 in cash and the secured exit loan in
the amount of $34,695,285.  In exchange for the exit capital
contribution, the Davidson Trust will receive 19% of the New
Senior Equity in the reorganized Debtor.

The principal amount of the secured exit loan will become due and
payable only upon the sale of the Hotel or the occurrence of an
event of default, and will be subordinate to the payment in full
of all sums then due under the Wells Fargo Note.  The loan will be
secured by a Lien upon all of the collateral that secures the
Wells Fargo Plan Note, but such lien will in all events be junior
to the Lien on such collateral that secures the Wells Fargo Plan
Note.

Under the Plan, Claims against the Debtor in Classes 3, 4, 6, 8,
9, 10 and 11, and interests in the Debtor in Classes 12, 13 and 14
are impaired, and the Holders of those Claims and Interests are
entitled to vote on the Plan.  Claims against the Debtor in
Classes 1, 2, 5 and 7 are not impaired, and the Holders of those
Claims are not entitled to vote on the Plan.

The Plan pays unsecured creditors (Class 8), owed approximately
$1,539,433, 100 cents on the dollar, without interest.

Wells Fargo Bank NA (Class 3), owed approximately $114.9 million
plus interest and fees, will receive a payment of $22.5 million,
which will be applied as a reduction of the principal amount as of
the  Effective Date.  The maturity balance of the principal will
be due on the fifth anniversary of the Effective Date.  Interest
only payments will be made in the first two years (one-month LIBOR
rate plus 225 basis points, reset on a monthly basis).  In the
third through fifth years, principal and interest will be paid
based on a 25-year straight-line amortization.

Davidson Trust (Class 6) will have an Allowed Secured Claim of
$15,000,000, plus accrued interest, late charges, attorneys' fees,
and costs.  In exchange for the Allowed David Trust Secured Claim
and all Liens securing such Claim, the Davidson Trust will receive
77% of the New Senior Equity in the reorganized Debtor.

Davidson Trust will have an Allowed Unsecured Claim in the amount
of $845,000 (Class 11).  In exchange for this Claim, on the
Effective Date, the Davidson Trust will receive 5% of the New
Senior Equity in the reorganized Debtor.

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

           http://bankrupt.com/misc/mwailiki.doc516.pdf

Counsel for the Davidson Family Trust may be reached at:

          Lisa Hill Fenning, Esq.
          ARNOLD & PORTER LLP
          777 South Figueroa Street, 44th Floor
          Los Angeles, CA 90017-5844
          Tel: (213) 243-4000
          Fax: (213) 243-4199

               - and -

          Tom E. Roesser, Esq.
          1001 Bishop Street
          2200 Pacific Tower
          Honolulu, HI 96813
          Tel: (808) 523-2500
          Fax: (808) 523-0842
          E-mail: troesser@carlsmith.com

                          About M Waikiki

M Waikiki owns the Modern Honolulu, a world-class, luxury hotel
property located close to Waikiki Beach in Hawaii.  The hotel is
being managed by Modern Management Services LLC, an affiliate of
Aqua Hotels and Resorts.

M Waikiki is a Hawaii limited liability company with its principal
place of business located in San Diego, California.  It is a
special purpose entity, having roughly 75 indirect investors,
which was formed to acquire the Hotel.

The Company filed for Chapter 11 protection (Bankr. D. Hawaii Case
No. 11-02371) on Aug. 31, 2011.  Judge Robert J. Faris presides
over the case.  Patrick J. Neligan, Esq., and James P. Muenker,
Esq., at Neligan Foley LLP, in Dallas, Tex.; Simon Klevansky,
Esq., at Klevansky Piper, LLP, in Honolulu, Hawaii, are the
attorneys to the Debtor.  Bickel & Brewer serves as special
litigation counsel.  The Debtor tapped XRoads Solutions Group,
LLC, and Xroads Case Management Services, LLC, as its financial
and restructuring advisor.  The Debtor disclosed $216,116,142 in
assets and $135,085,843 in liabilities as of the Chapter 11
filing.

Modern Management is represented by Christopher J. Muzzi, Esq.,
at Moseley Biehl Tsugawa Lau & Muzzi LLC.

Marriott Hotel Services, which used to provide management
services, is represented by Susan Tius, Esq., at Rush Moore LLP
LLP, and Carren B. Shulman, Esq., at Sheppard Mullin Richter &
Hampton LLP.

James A. Wagner, Esq., and Chuck C. Choi, Esq., at Wagner Choi &
Verbrugge, in Honolulu, serve as bankruptcy counsel for the
Creditors' Committee.


M WAIKIKI: Wants to Incur Additional DIP Loan from Davidson Trust
-----------------------------------------------------------------
M Waikiki LLC, asks the U.S. Bankruptcy Court for the District of
Hawaii for authorization to incur additional postpetition secured
indebtedness from the Davidson Family Trust.

The Debtor requests that the Court authorize, on an interim basis,
it to borrow up to an additional $1.28 million to pay, among other
things, certain expenses that were deferred in 2011 pending
approval of the amended DIP credit agreement.  On a final basis,
the Debtor seek authority to borrow up to an additional $4.67
million.

As of the Petition Date, the Debtor owed senior secured debt of
approximately $114.9 million to Wells Fargo Bank, National
Association, in its capacity as the trustee for the Nomura Truste
and subordinated, prepetition secured debt of approximately
$2.5 million of principal plus accrued interest under the terms of
the DIP credit agreement, as amended.

Pursuant to an amended and restated loan and security agreement
provides for up to an additional $5,950,000 to be loaned on a
substantially the same material terms as originally provided in
the DIP credit agreement, as amended, and approved, other than:

   i) the maturity date which is being extended to April 30, 2012;
   and

  ii) an additional term providing that that the termination of
   the Debtor's exclusivity period from and after March 16, 2012,
   will constitute an event of default under the DIP loan.

All other terms of the agreement will be the same.

As reported in the Troubled Company Reporter on Oct. 14, 2011, the
significant terms of the original DIP Credit Facility are:

Borrower                  : M Waikiki LLC

Administrative Agent      : The Davidson Group, a Nevada
                            corporation

DIP Lender                : The Davidson Family Trust

DIP Credit Facility       : Secured debtor-in-possession term
                            credit family

Availability              : In two or more draws.  Up to
                            $1,000,000 will be immediately
                            available upon entry of the Interim
                            DIP Order.  Upon entry of the Final
                            DIP Order, up to an additional
                            $1,500,00 will be available.

Term                      : All obligations will be due on the
                            earlier of six months from the Interim
                            DIP Order Date and (b) the occurrence
                            of a DIP Credit Facility Termination
                            Event.

Interest and Fees         : 15% p.a. Upon any default, interest
                            will be at the default rate of
                            20% p.a. Borrower will pay the DIP
                            Credit Facility Costs.

Security                  : Second priority perfected priming
                            interests in all property of the
                            Borrower, junior only to the security
                            interests of Wells Fargo Bank,
                            National Association, as Indenture
                            Trustee, and the Carve Out.

DIP Credit Facility Costs : All reasonable costs of the
                            Administrative Agent and the DIP
                            Lender associated with the DIP Credit
                            Facility, including, but not limited
                            to the Administrative Agent's and the
                            DIP Lender's out-of-pocket expenses
                            associated with the transaction,
                            professional fees, recording fees,
                            search fees, and filing fees will be
                            paid by the Borrower.

The financing is inclusive of the $3,050,000 that the Court
previously authorized the debtor to borrow, will provide the
Debtor with sufficient liquidity to pay postpetition operating
expenses, necessary capital expenditures, and the Debtor's other
anticipated Chapter 11 administrative expenses until the effective
date of the Debtor's Plan of Reorganization.

AS co-proponent of the Debtor's Plan, the DIP lender expects to
allow for the assumption of the DIP loan, rather than insist upon
its right to repayment in full on the Effective Date of the Plan.

                          About M Waikiki

M Waikiki owns the Modern Honolulu, a world-class, luxury hotel
property located close to Waikiki Beach in Hawaii.  The hotel is
being managed by Modern Management Services LLC, an affiliate of
Aqua Hotels and Resorts.

M Waikiki is a Hawaii limited liability company with its principal
place of business located in San Diego, California.  It is a
special purpose entity, having roughly 75 indirect investors,
which was formed to acquire the Hotel.

The Company filed for Chapter 11 protection (Bankr. D. Hawaii Case
No. 11-02371) on Aug. 31, 2011.  Judge Robert J. Faris presides
over the case.  Patrick J. Neligan, Esq., and James P. Muenker,
Esq., at Neligan Foley LLP, in Dallas, Tex.; Simon Klevansky,
Esq., Alika L. Piper, Esq., and Nicole D. Stucki, Esq., at
Klevansky Piper, LLP, in Honolulu, Hawaii, are the attorneys to
the Debtor.  The Debtor tapped XRoads Solutions Group, LLC, and
Xroads Case Management Services, LLC, as its financial and
restructuring advisor.  The Debtor disclosed $216,116,142 in
assets and $135,085,843 in liabilities as of the Chapter 11
filing.

Modern Management is represented by Christopher J. Muzzi, Esq.,
atMoseley Biehl Tsugawa Lau & Muzzi LLC.

Marriott Hotel Services, which used to provide management
services, is represented by Susan Tius, Esq., at Rush Moore LLP
LLP, and Carren B. Shulman, Esq., at Sheppard Mullin Richter &
Hampton LLP.


MARCO POLO: Judge Says Payments to Attorneys Could Sink Ch. 11
--------------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge James M. Peck on Wednesday approved fee applications for
Marco Polo Seatrade BV's attorneys, but not payment of the fees
themselves, saying that the payments could anger the shipping
company's lenders and derail the tenuous progress the Chapter 11
case has finally made.

Law360 relates that Judge Peck made the ruling in the fee dispute,
which dragged on for more than a month.

                         About Marco Polo

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

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

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

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

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

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

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

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


MEDICAL PROPERTIES: Moody's Reviews Ba2 Corp. Rating for Upgrade
----------------------------------------------------------------
Moody's Investors Service has placed the Ba2 senior debt rating
and Ba2 corporate family rating of Medical Properties Trust (MPT)
on review for possible upgrade. The rating outlook had previously
been positive. Moody's rating review follows the REIT's announced
plans to invest in eight long-term acute care hospitals (LTACs)
and eight inpatient rehabilitation facilities (IRFs) in a series
of sale-leaseback/mortgage transactions with Ernest Health, Inc.,
and along with Ernest management, acquire 100% of the operating
company. The total transaction value is $400 million.

RATINGS RATIONALE

Moody's notes that the Ernest transaction will increase MPT's
asset base by 25% and reduce the relative size of its largest
property to 4% from 6% of total assets. The REIT will also be
making key strides with respect to its diversification efforts.
MPT's tenant concentration with Prime Healthcare Services (B2
Corporate Family Rating) is expected to decline to 20% of assets,
down from 25% as of 4Q11. MPT will, however, be gaining a new
large tenant concentration with Ernest, which will comprise 19% of
pro forma assets. In addition, the REIT is enhancing its property
sub-type diversification, reducing its investment in acute care
hospitals (to 51% from 63%) while increasing inpatient
rehabilitation facilities (to 21% from 11%). While acute care
hospitals, IRFs and LTACs all have substantial exposure to
government reimbursement, particularly to the Medicare program,
each serves different patient populations and has its own
reimbursement mechanisms and associated risks. Moody's also
commented that the rent coverage on the Ernest facilities is solid
and these newer, high-quality facilities have good prospects for
future growth.

Moody's also commented that MPT is issuing a substantial amount of
common equity in conjunction with this announcement, which will
help it to sustain sound credit metrics and liquidity. The REIT
has launched an approximately $200 million common equity offering
and obtained commitments for an $80 million unsecured term loan,
which leaves it with ample capacity on its revolver to fund the
balance of the transaction. MPT plans to exercise the $70 million
accordion feature to bring the total size of its credit facility
to $400 million and the revolver currently has only $1 million
outstanding with a 2015 maturity date. The REIT's other funding
requirements remain very modest, with $40 million and $11 million
of debt maturities in 2012 and 2013, respectively.

Moody's notes that MPT's maintenance of a conservative financial
profile is a key credit strength given the potential earnings
volatility it could experience from its healthcare investments.
Hospitals are operating intensive assets whose earnings are
subject to a high degree of volatility due to reimbursement and
regulatory risks. The industry faces some acute challenges over
the intermediate term, including pressure on government and
commercial pay sources and adaptation of business models to keep
pace with the evolving demands stemming from healthcare reform.
MPT has strong EBITDAR ratios throughout most of its portfolio,
which provides cushion should an individual operator struggle
amidst this environment, but risks remain. Furthermore, the REIT
is still of modest size with larger tenant concentrations
(including Prime and Ernest) that magnify the potential risks.

Upward ratings movement would be likely upon MPT's consummation of
the Ernest transaction, with at least 50% of the $400 million
transaction value funded via common equity issuance. A return to
stable would likely occur if the Ernest transaction were
terminated and Moody's did not expect MPT to execute other
acquisitions that would help it achieve similar size and tenant
diversification benefits over the intermediate term.

These ratings were placed on review for possible upgrade:

MPT Operating Partnership, L.P. -- senior unsecured debt at Ba2

Medical Properties Trust -- corporate family rating at Ba2

The last rating action with respect to Medical Properties Trust
was on April 12, 2011 when Moody's assigned a (P)Ba2 rating to its
prospective senior unsecured notes offering and revised the
outlook to positive.

The principal methodology used in this rating was Global Rating
Methodology for REITs and Other Commercial Property Firms
published in July 2010.

Medical Properties Trust (NYSE: MPW) is a real estate investment
trust that acquires, develops, leases and makes investments in
healthcare facilities, including acute care hospitals, inpatient
rehabilitation hospitals, and long-term acute care hospitals.


MGM RESORTS: Enters Into Employment Agreement with EVP and CFO
--------------------------------------------------------------
MGM Resorts International and Daniel D'Arrigo, the Company's
Executive Vice President and Chief Financial Officer, entered into
an employment agreement with an effective date of Sept. 12, 2011.
The Employment Agreement supersedes the employment agreement dated
Dec. 3, 2007, between the Company and Mr. D'Arrigo and provides
for an initial term of employment from the Effective Date until
Sept. 11, 2015.

The Employment Agreement provides for a minimum annual salary of
$800,000 during the first year of the term, $825,000 during the
second year of the term, $850,000 during the third year of the
term and $875,000 during the fourth year of the term.  In
addition, Mr. D'Arrigo is eligible for an annual bonus with a
target established at 100% of his base salary.

In the event Mr. D'Arrigo is not employed by the Company for the
entire initial term of the Employment Agreement, he will be
restricted from working for or otherwise providing services to a
competitor of the Company during the 12-month period following
termination, unless the Employment Agreement is terminated for
employee's good cause.

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

The Company reported net income of $3.25 billion on $5.55 billion
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $1.29 billion on $4.58 billion of revenue for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $27.85
billion in total assets, $17.91 billion in total liabilities and
$9.94 billion in total stockholders' equity.

                        Bankruptcy Warning

Any default under the senior credit facility or the indentures
governing the Company's other debt could adversely affect its
growth, its financial condition, its results of operations and its
ability to make payments on its debt, and could force the Company
to seek protection under the bankruptcy laws.

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   "The rating upgrade reflects
MGM's solid performance thus far in 2011, and our expectation that
MGM will continue benefitting from improving performance trends on
the Las Vegas Strip, particularly on the lodging side of the
business," said Standard & Poor's credit analyst Ben Bubeck.  "MGM
maintains weak credit measures, including operating lease-adjusted
debt to wholly owned EBITDA of over 11x and EBITDA coverage of
interest of just 1.0x. Still, we believe recent strong performance
trends are reducing refinancing risk in the company's
intermediate- term debt maturities, and expect credit measures to
continue to gradually improve modestly in 2012."

In the Nov. 21, 2011, edition of the TCR, Moody's Investors
Service upgraded MGM Resorts International's Corporate Family and
Probability of Default ratings to B2, its senior secured rating to
Ba2, and its senior unsecured notes to B3. MGM has an SGL-3
Speculative Grade.  The B2 rating reflects Moody's view that
continued earnings improvement at MGM's 51% owned Macau joint
venture increases the likelihood of a dividend distribution that
would help improve the company's liquidity profile. The B2
Corporate Family Rating also reflects Moody's view that positive
lodging trends in Las Vegas will continue through 2012 and will
help improve MGM's leverage and coverage metrics modestly.


MGM RESORTS: Seeks to Extend Maturity of $3.5-Bil. Loan to 2015
---------------------------------------------------------------
MGM Resorts International announced the launch of a proposed
amendment to its aggregate $3.5 billion senior credit facilities
which will extend the maturity of consenting lenders from Feb. 21,
2014, to Feb. 23, 2015.  The Company has asked lenders to approve
the amendment by Feb. 16, 2012.  Lenders approving the amendment
will receive 20% reductions of their existing credit exposures.

"We have support from our leading lenders for our amendment and
extension, and we are working with the balance of our lenders to
achieve maximum participation," said Dan D'Arrigo, Executive Vice
President, Chief Financial Officer and Treasurer of the Company.
"This amendment and extension will extend a significant portion of
our credit facilities, lower our pricing and enhance our debt
maturity profile."

Extending Lenders' loans will be subject to a pricing grid that
decreases interest rates by as much as 250 basis points based upon
collateral coverage levels.  In addition, the LIBOR floor on
extended loans will be reduced from 200 basis points to 100 basis
points.  Lenders approving the extension will receive amendment
and extension fees totaling 50 basis points times their reduced
exposures.  The transaction also includes covenant modifications
and other amendments.

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

The Company reported net income of $3.25 billion on $5.55 billion
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $1.29 billion on $4.58 billion of revenue for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $27.85
billion in total assets, $17.91 billion in total liabilities and
$9.94 billion in total stockholders' equity.

                        Bankruptcy Warning

Any default under the senior credit facility or the indentures
governing the Company's other debt could adversely affect its
growth, its financial condition, its results of operations and its
ability to make payments on its debt, and could force the Company
to seek protection under the bankruptcy laws.

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   "The rating upgrade reflects
MGM's solid performance thus far in 2011, and our expectation that
MGM will continue benefitting from improving performance trends on
the Las Vegas Strip, particularly on the lodging side of the
business," said Standard & Poor's credit analyst Ben Bubeck.  "MGM
maintains weak credit measures, including operating lease-adjusted
debt to wholly owned EBITDA of over 11x and EBITDA coverage of
interest of just 1.0x. Still, we believe recent strong performance
trends are reducing refinancing risk in the company's
intermediate- term debt maturities, and expect credit measures to
continue to gradually improve modestly in 2012."

In the Nov. 21, 2011, edition of the TCR, Moody's Investors
Service upgraded MGM Resorts International's Corporate Family and
Probability of Default ratings to B2, its senior secured rating to
Ba2, and its senior unsecured notes to B3. MGM has an SGL-3
Speculative Grade.  The B2 rating reflects Moody's view that
continued earnings improvement at MGM's 51% owned Macau joint
venture increases the likelihood of a dividend distribution that
would help improve the company's liquidity profile. The B2
Corporate Family Rating also reflects Moody's view that positive
lodging trends in Las Vegas will continue through 2012 and will
help improve MGM's leverage and coverage metrics modestly.


MSR RESORT: Wants More Time to File Restructuring Plan
------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that MSR Resort Golf
Course LLC on Wednesday told a New York judge it needed more time
to formulate a restructuring plan as it tries to nix property
management deals with a Hilton Worldwide Inc. unit and Marriott
International Inc.

According to Law360, MSR sought to extend by 120 days the time
during which it can exclusively file and gain acceptances for a
Chapter 11 plan.  The filing and solicitation periods had been set
to expire on Feb. 25.

                          About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.

The resorts have agreement with lenders allowing the companies to
remain in Chapter 11 at least until September 2012.  Donald Trump
has a contract to buy the Doral Golf Resort and Spa in Miami for
$170 million. There will be an auction to learn if there is a
better bid. The resorts have said that Trump's offer price implies
a value for all the properties "significantly" exceeding the $1.5
billion in debt.

The Official Committee of Unsecured Creditors is represented by
Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston &
Bird LLP, in New York.


NATIVE WHOLESALE: Wants Plan Filing Deadline Extended to Aug. 20
----------------------------------------------------------------
Native Wholesale Supply Company asks the U.S. Bankruptcy Court for
the Western District of New York to extend its exclusive plan
filing period to Aug. 20, 2012, and its exclusive plan
solicitation period to Oct. 22, 2012.

In this case, the Debtor's preliminary exclusive period to file a
plan expires on March 20, 2012, and the attendant solicitation
period expires on May 21, 2012.

The Debtor tells the Court that the claims bar date for
governmental bar date is May 21, 2012, and that because virtually
the entire class of unsecured creditors in dollar amount are
governmental units, it may not know the size and extent of these
creditors until May 21, 2012.  In addition, the Debtor anticipates
that at least some of these claims will be subject to objection.

                      About Native Wholesale

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

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

Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the
Debtor as counseil

The Company disclosed $30,022,315 in assets and $70,590,564 in
liabilities as of the Chapter 11 filing.


NAVISTAR INT'L: Details Strategy to Drive Shareholder Value
-----------------------------------------------------------
Navistar International Corporation outlined the critical elements
of its strategy to achieve $20 billion in sales and $1.8 billion
in segment profit at an Analyst Day event held on Feb. 1, 2012, at
its new product development center in Lisle, Ill.  The Company
also announced it formally submitted its 0.2g NOx in-cylinder
engine certification data to the U.S. Environmental Protection
Agency.

"When our investors and analysts walk through the doors of our new
product development center today, they will see our world-class
integration capabilities that are playing a major role in our
drive toward achieving our long-term operational and financial
goals," said Daniel C. Ustian, Navistar chairman, president and
chief executive officer.  "We've made the right investments and
delivered improved performance during one of the most challenging
economic cycles in recent history, and our executives today will
describe in detail how we are positioned for further growth and
differentiation in 2012."

Navistar expects North America truck demand to increase 5 to 18
percent in fiscal year ending Oct. 31, 2012, to a range of 275,000
to 310,000.  Included in its earning guidance for fiscal 2012 was
the improved adjusted manufacturing segment profit of $1.0 to
$1.15 billion, a 13 to 30 percent increase over the $882 million
achieved in fiscal 2011.  The primary driver of the Company
expected improvements is improved results from Navistar's core
truck, engine and service parts businesses, partially offset by
lower demand for military vehicles.

Navistar said adjusted net income attributable to Navistar
International Corporation for fiscal year ending Oct. 31, 2012, is
expected to be between $350 million and $400 million, or $5.00 to
$5.75 adjusted diluted earnings per share, which is generally
consistent with performance in fiscal 2011.  However, the Company
will absorb approximately $90 million in higher post retirement
health care costs and expects its effective tax rate to be 25 to
30 percent with cash taxes expected to be below 10 percent.

                   About Navistar International

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

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

                           *     *     *

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

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


NEBRASKA BOOK: Wants Plan Exclusivity Period Extended to April 23
-----------------------------------------------------------------
Nebraska Book Company, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware to further extend their exclusive
periods to file a Chapter 11 Plan and solicit acceptances of such
a Plan by 91 days, through and including April 23, 2012, and
June 21, 2012, respectively.

The Court has set a Feb. 22, 2012 hearing to consider the
exclusivity extension motion.

The Debtors will use this second extension of the exclusive
periods to complete their operational restructuring and continue
their discussions with key stakeholders regarding a consensual
plan of reorganization.

The Debtors already filed a fully-consensual plan but have been
unable to confirm "for reasons outside of their control."

                       About Nebraska Book

Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the
leading providers of new and used textbooks for college students
in the United States.  Nebraska Book and seven affiliates filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002
to 11-12009) on June 27, 2011.  Hon. Peter J. Walsh presides over
the case.  Lawyers at Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel.  The
Debtors; restructuring advisors are AlixPartners LLC; the
investment bankers are Rothschild, Inc.; the auditors are Deloitte
& Touche LLP; and the claims agent is Kurtzman Carson Consultants
LLC.  As of the Petition Date, the Debtors had consolidated assets
of $657,215,757 and debts of $563,973,688.

JPMorgan Chase Bank N.A., as administrative agent for the DIP
lenders, is represented by lawyers at Richards, Layton & Finger,
P.A., and Simpson Thacher & Bartlett LLP.  J.P. Morgan Investment
Management Inc., the DIP arranger, is represented by lawyers at
Bayard, P.A., and Willkie Farr & Gallagher LLP.

An ad hoc committee of holders of more than 50% of the Debtors'
Second Lien Notes is represented by lawyers at Brown Rudnick.  An
ad hoc committee of holders of the Debtors' 8.625% unsecured
notes are represented by Milbank, Tweed, Hadley & McCloy LLP.

The Official Committee of Unsecured Creditors selected Lowenstein
Sandler LLP and Stevens & Lee, P.C., as lawyers and Mesirow
Financial Inc. as financial advisers.

Nebraska Book has been unable to confirm a pre-packaged Chapter 11
plan that would have swapped some of the existing debt for new
debt, cash and the new stock, due to an inability to secure
$250 million in exit financing.


NEONODE INC: To Offer Add'l 2-Mil. Shares Under 2006 Equity Plan
----------------------------------------------------------------
The Board of Directors of Neonode Inc. adopted an amendment to the
2006 Equity Incentive Plan to increase the number of shares of
common stock authorized by issuance under the Plan by an
additional 2,000,000 shares.

Neonode filed with the U.S. Securities and Exchange Commission a
Form S-8 registering 2 million shares of common stock reserved for
future grant under the Company's 2006 Equity Incentive Plan.  The
proposed maximum offering price is $8.96 million.  A full-text
copy of the Form S-8 is available at http://is.gd/ZpuUsM

                         About Neonode Inc.

Lafayette, Calif.-based Neonode Inc. (OTC BB: NEON)
-- http://www.neonode.com/-- provides optical touch screen
solutions for hand-held and small to midsize devices.

The Company's balance sheet at Sept. 30, 2011, showed $5.0 million
in total assets, $10.9 million in total liabilities, and a
stockholders' deficit of $5.9 million.

KMJ Corbin & Company, LLP, in Costa Mesa, Calif., expressed
substantial doubt about Neonode's ability to continue as a going
concern, following the Company results for the fiscal year ended
Dec. 31, 2010.  The independent auditors noted that the Company
has incurred significant operating losses and has used substantial
amounts of working capital in its operations since inception, and
at Dec. 31, 2010, has a working capital deficit of $9.9 million
and an accumulated deficit of $112.2 million.


NORTHAMPTON GENERATING: Files Schedules of Assets and Liabilities
-----------------------------------------------------------------
Northampton Generation Company, L.P., filed with the U.S.
Bankruptcy Court for the Western District of North Carolina its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property              $153,881,892
  B. Personal Property           $51,167,364
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $95,420,246
  E. Creditors Holding
     Unsecured Priority
     Claims                                                 $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $26,094,799
                                 -----------       -----------
        TOTAL                   $205,049,256      $121,515,045

A copy of the Schedules is available for free at

      http://bankrupt.com/misc/northamptongenerating.SAL.pdf

                  About Northampton Generating

Northampton Generating Co. LP is the owner of a 112 megawatt
electric generating plant in Northampton, Pennsylvania.  The plant
is fueled with waste products, including waste coal, fiber waste,
and tires.  The power is sold under a long-term agreement to an
affiliate of FirstEnergy Corp.

Northampton Generating filed for Chapter 11 bankruptcy (Bankr.
W.D.N.C. Case No. 11-33095) on Dec. 5, 2011.  Hillary B. Crabtree,
Esq., and Luis Manuel Lluberas, Esq., at Moore & Van Allen PLLC,
in Charlotte, N.C., serve as counsel to the Debtors.  Houlihan
Lokey Capital, Inc., is the financial advisor.

The Debtor estimated assets and debts of up to $500 million.  Debt
includes $73.4 million owing on senior bonds issued through the
Pennsylvania Economic Development Financing Authority.

The U.S. Trustee was unable to appoint a committee.


OLDE PRAIRIE: Non-Insider Unsecureds to Get Cash Payment of 50%
---------------------------------------------------------------
Olde Prairie Block Owner, LLC, has filed its proposed Fourth
Amended Plan of Reorganization, dated Jan. 19, 2012, and an
explanatory disclosure statement.

Upon confirmation of the Fourth Amended Plan, the Reorganized
Debtor will continue its legal existence as an Illinois limited
liability company and will be vested with title to all property
of its estate.  From and after the Effective Date, the Reorganized
Debtor will utilize the revenues generated from operation of the
Property and Parking Lease to implement the Fourth Amended
Plan.

The Debtor has received and accepted an offer from plan investors
Winners Development, LLC 3 to provide an unsecured, three year
non-amortizing loan of up to $6,000,000 and its agreement to, and
support of, the terms of the Plan Note (referring to the
promissory note to be received by CenterPoint on account of its
claim pursuant to the Plan).

The cash the Debtor will receive from the Plan Conversion Loan is
sufficient to (i) pay in full the DIP Claims, (ii) pay in full or
such lesser amount agreed to by a holder thereof all
administrative expense claims and (iii) provide to holders of all
Allowed unsecured claims the cash distributions pursuant to
Sections 5.2 and 5.3 of the Fourth Amended Plan.

In addition, the Plan Conversion Loan may be increased by an
amount equal to the difference between the amount of the Allowed
Class 4 Claim and 80% of the fair market value of the Plan
Collateral as set forth in the Plan Investment Offer.  This
increase to the Plan Conversion Loan, in conjunction with the
other provisions of the Fourth Amended Plan, will be sufficient to
pay in full the outstanding principal amount of the CenterPoint
loans and otherwise satisfy CenterPoint's claims against the
Debtor and its assets pursuant to Sections 5.1 and 8.3 of the
Fourth Amended Plan.

Interest on the Plan Conversion Loan will be paid in kind
and the Plan Investor may, at its option, convert the Plan
Conversion Loan into 50% of the Interests in the Reorganized
Debtor.  On the effective date of the Fourth Amended Plan, all of
the Interests in the Reorganized Debtor will be re-issued to the
current Members in the same proportion as their current holdings.

There are seven Classes of Claims under the Fourth Amended Plan.
Classes 1 (Allowed Secured Claim of the Real Estate Taxing
Authorities secured by the Olde Prairie Property), 2 (Allowed
Secured Claim of the Real Estate Taxing Authorities secured by the
Lakeside Property), 3 ((Allowed DIP Claims) and 7 (the equity
interests in Debtor held by the members) are unimpaired and are
presumed to have accepted the Fourth Amended Plan.

Classes 4 (Allowed Secured Claim of CenterPoint), 5 (All Allowed
unsecured Claims of non-Insiders, and 6 (All Allowed unsecured
Claims of Insiders) are entitled to vote on the Fourth Amended
Plan.

The amount of the Class 4 Claim is currently the subject of
dispute between the Debtor and CenterPoint.  Based on a deemed
amount of $65,000,000 for the purposes of the Fourth Amended Plan,
CenterPoint would receive on account of the Class 4 Claim a
promissory note in the original principal amount equal to the
lesser of (a) 80% percent of the fair market value of the Olde
Prairie Property, the Lakeside Property and the Debtor's interest
in the Parking Lease or (b) the amount of the Allowed Class 4
Claim.

The promissory note would be subject to the following terms and
conditions: (i) interest will accrue at 7.0% per annum and,
commencing in the first month after the Effective Date, be paid on
a monthly basis, at the Reorganized Debtor's option, either in
cash or in kind and automatically added to the outstanding
principal balance, (ii) a term of three years, (iii) monthly
principal payments, commencing in the 13th month after the
Effective Date, of an amount determined by reference to a 20 year
amortization schedule, (iv) prepayable in whole or in part without
premium or penalty, (v) secured by a first priority mortgage on
the Olde Prairie Property and the Lakeside Property and a first
priority assignment of the Parking Lease (i.e., the same
collateral that secured the Pre-Petition Loan) as described and
limited in the following paragraph and (vi) such other usual and
customary commercially reasonable terms and provisions.

The Plan Note, the Plan Security Documents and the other documents
and agreements executed in connection therewith will contain the
following provisions: (a) that the Plan Collateral may be
encumbered by the Reorganized Debtor and that only regularly
scheduled payments of interest on such indebtedness may be paid,
in cash or otherwise, prior to the payment in full of the Plan
Note and (b) that the liens and security interests of such other
secured creditors may only be subordinate and junior to the liens
and security interests of CenterPoint.

The value of the Plan Collateral is not less than $81,150,000
based on the Court's Findings of Fact dated Oct. 28, 2010,
following a contested evidentiary hearing.  Based in part on more
recent appraisals, the Debtor believes that the value of the Plan
Collateral has increased since Court's Findings of Fact to more
than $100,000,000.  In the event that the Court  finds that the
amount of the Class 4 Claim is no longer less than 80% of the fair
market value of the Plan Collateral, then CenterPoint will also
receive a cash payment on the Effective Date equal to the amount
by which its Allowed Class 4 Claim exceeds 80% of the fair market
value of the Plan Collateral.

Each holder of an Allowed Class 5 Claim will receive a cash
payment equal to 50% of the amount of such Allowed Claim.  The
Debtor estimates that the aggregate amount of Allowed Class 5
Claims on which the actual distributions to this Class 5 are
calculated will be $79,621 on the Effective Date.

Unless a holder agrees to a less favorable treatment, the amount
of any distribution on an Allowed Class 6 Claim will be equal to
5% of such Allowed Claim.  The Debtor estimates that the aggregate
amount of Allowed Class 6 Claims on which the actual distributions
to this Class 6 are calculated will be $2,032,103 on the Effective
Date.

The holders of Class 7 Claims are conclusively presumed to accept
the Fourth Amended Plan, and the votes of such holders will be not
solicited.  On the Effective Date, all Interests in the Debtor
will  be reissued to the Members.

A copy of the Disclosure Statement for the Debtor's Fourth Amended
Plan of Reorganization is available for free at:

         http://bankrupt.com/misc/oldeprairie.doc1160.pdf

                  About Olde Prairie Block Owner

Olde Prairie Block Owner, LLC, owns two parcels of real estate:
(a) a parcel known as the "Olde Prairie Property" located at 230
E. Cermak Road in Chicago, and (b) a parcel known as the "Lakeside
Property" located across the street at 330 E. Cermak Road in
Chicago.  It also holds a long-term lease with the Metropolitan
Pier and Exposition Authority that allows it rent-free use of 450
parking spaces at the McCormick Place parking garage until the
year 2203.

Olde Prairie Block Owner sought chapter 11 protection (Bankr. N.D.
Ill. Case No. 10-22668) on May 18, 2010.  John Ruskusky, Esq.,
George R. Mesires, Esq., and Patrick F. Ross, Esq., at Ungaretti &
Harris LLP, in Chicago, represent the Debtor as counsel.  Wildman,
Harrold, Allen & Dixon LLP, and Marcus, Clegg &  Mistretta, P.A.,
serve as special counsels to the Debtor.

The Debtor estimated assets at $100 million to $500 million and
liabilities at $10 million to $50 million at the time of the
filing.

The Court previously found that the total value of the Real
Properties and the Parking Lease was $81,150,000, far more than
the $48,000,000 that CenterPoint claims to be owed by the Debtor.
No trustee, examiner, or committee has been appointed in this
case.


ORAGENICS INC: Michael Sullivan Named Chief Financial Officer
-------------------------------------------------------------
Oragenics, Inc., appointed Michael Sullivan, CPA/MBA, as the
Company's Chief Financial Officer effective Feb. 6, 2012.  Mr.
Sullivan will replace former CFO, Mr. Brian Bohunicky, who
resigned Jan. 27, 2012, in order to pursue other opportunities.

Most recently, Mr. Sullivan worked as the Group Financial Officer
for the Investigative Services and Litigation Consulting Services
segment of First Advantage Corporation, a firm specializing in
talent acquisition solutions where he streamlined the employee
recruitment process.  Mr. Sullivan has held senior level financial
positions for several publicly and privately held businesses
including: Utek Corporation, eANGLER, and HSN Direct International
Limited.  Mr. Sullivan is a Florida Certified Public Accountant,
graduating from Florida State University with a Bachelor of
Science in Accounting and a Master of Business Administration.

John N. Bonfiglio, Ph.D., Chief Executive Officer of Oragenics,
stated, "We look forward to having Mike Sullivan join the
Oragenics team and support our vision of building a world-class
probiotic and nutraceutical company."

Dr. Frederick Telling, Chairman of Oragenics, added "We appreciate
the years of dedicated service provided by Mr. Bohunicky to
Oragenics and we wish him the best in his new endeavors."

                       About Oragenics Inc.

Tampa, Fla.-based Oragenics, Inc. -- http://www.oragenics.com/--
is a biopharmaceutical company focused primarily on oral health
products and novel antibiotics.  Within oral health, Oragenics is
developing its pharmaceutical product candidate, SMaRT Replacement
Therapy, and also commercializing its oral probiotic product,
ProBiora3.  Within antibiotics, Oragenics is developing a
pharmaceutical candidate, MU1140-S and intends to use its
patented, novel organic chemistry platform to create additional
antibiotics for therapeutic use.

The Company reported a net loss of $5.73 million on $1.04 million
of net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $5.63 million on $1.01 million of net revenues
for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $1.22
million in total assets, $7.80 million in total liabilities,
and a $6.58 million total shareholders' deficit.

As reported in the TCR on April 5, 2011, Kirkland, Russ, Murphy &
Tapp, P.A., in Clearwater, Fla., expressed substantial doubt about
Oragenics' ability to continue as a going concern, following the
Company 2010 results.  The independent auditors noted that the
Company has incurred recurring operating losses, negative
operating cash flows and has an accumulated deficit.


OSI RESTAURANT: Appoints Dirk Montgomery to Value Chain Officer
---------------------------------------------------------------
OSI Restaurant Partners, LLC, announced changes in responsibility
among the Company's senior management team.

Dirk Montgomery, the Company's Senior Vice President and Chief
Financial Officer, will take on the new position of Chief Value
Chain Officer.  In this role, Mr. Montgomery will have
responsibility for the Company's productivity team, the Global
Supply Chain organization and the IT organization and will report
directly to the Company's CEO.  Mr. Montgomery will remain in his
current role as CFO until the Company hires a new Chief Financial
Officer.

Liz Smith, Chairman and Chief Executive Officer, remarked, "This
appointment recognizes Dirk's leadership as the CFO and this new
position's importance to our long-term growth plans.  We're
focused on creating a world-class value chain.  The Value Chain
Officer and his team will be responsible for identifying new ways
to integrate our capabilities across IT, supply chain and
productivity to drive increased productivity, improved cross-
functional integration and faster speed to market."

The Company also announced that Jody Bilney, the Company's Chief
Brand Officer, who has responsibility for the Company's
enterprise-wide marketing organization, will also oversee the
Company's R&D organization.  "We will be formalizing the
partnership between marketing and R&D in one organization, which
will further accelerate innovation and our ability to continually
adapt to the tastes and desires of our customers," concluded Liz
Smith, Chairman and Chief Executive Officer.

                       About OSI Restaurant

OSI Restaurant Partners, Inc., is the #3 operator of casual-dining
spots (behind Darden Restaurants and Brinker International), with
more than 1,400 locations in the U.S. and 20 other countries.  Its
flagship Outback Steakhouse chain boasts more than 950 locations
that serve steak, chicken, and seafood in Australian-themed
surroundings.  OSI also operates the Carrabba's Italian Grill
chain, with about 240 locations.  Other concepts include Bonefish
Grill, Fleming's Prime Steakhouse, and Cheeseburger In Paradise.
Most of the restaurants are company owned.  A group led by
Chairman Chris Sullivan took the company private in 2007.

The Company's balance sheet at Sept. 30, 2011, showed $2.32
billion in total assets, $2.37 billion in total liabilities and a
$40.30 million total deficit.

The Company reported net income of $27.84 million on $3.62 billion
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $54.40 million on $3.60 billion of total revenues
during the prior year.


OVERLAND STORAGE: Marathon Capital Discloses 13.8% Equity Stake
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Marathon Capital Management, LLC, disclosed
that, as of Dec. 31, 2011, it beneficially owns 3,234,486 shares
of common stock of Overland Storage Inc. representing 13.8% of the
shares outstanding.  As previously reported by the TCR on Oct. 25,
2011, Marathon Capital disclosed beneficial ownership of 3,154,000
shares.  A full-text copy of the amended filing is available for
free at http://is.gd/sKy1Xt

                       About Overland Storage

San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

The Company reported a net loss of $14.50 million on $70.19
million of net revenue for the fiscal year ended June 30, 2011,
compared with a net loss of $12.96 million on $77.66 million of
net revenue during the prior fiscal year.

Moss Adams LLP, in San Diego, California, noted that the Company's
recurring losses and negative operating cash flows raise
substantial doubt about the Company's ability to continue as a
going concern.


OXYSURE SYSTEMS: Inks Note Purchase Agreement with M. Nyewe Trust
-----------------------------------------------------------------
OxySure Systems, Inc., entered into a Note Purchase Agreement with
the M. Nyewe Trust.  The Agreement provides that the Nyewe Trust
purchase a subordinated convertible promissory note from the
Company for cash.  The salient terms of the Note are:

  Principal amount of the Note: $100,000

  Interest rate: 8% per annum

  Maturity: The then outstanding Principal Amount, together with
  accrued and unpaid interest thereon, or the optional conversion
  shares as the case may be, is due on the 360th day subsequent to
  Jan. 29, 2012.

  Conversion: The Note is convertible, at the option of either the
  Company or the Nyewe Trust, at any time on or prior to the
  Maturity Date.  All or any portion of the then outstanding
  Principal Amount and accrued but unpaid interest of the Note may
  be converted into a number of shares of the Company's common
  stock equal to the amount of the then outstanding Principal
  Amount plus the then accrued but unpaid interest to be
  converted, divided by the conversion price, which is $1.50 per
  Optional Conversion Share.

                       About OxySure Systems

Frisco, Tex-based OxySure Systems, Inc., was formed on Jan. 15,
2004, as a Delaware "C" Corporation for the purpose of developing
products with the capability of generating medical grade oxygen
"on demand," without the necessity of storing oxygen in compressed
tanks.  The Company developed a unique technology that generates
medically pure (USP) oxygen from two dry, inert powders.  Other
available chemical oxygen generating technologies contain hazards
that the Company believes make them commercially unviable for
broad-based emergency use by lay rescuers or the general public.

The Company's launch product is the OxySure Model 615 portable
emergency oxygen system.  The Company believes that the OxySure
Model 615 is currently the only product on the market that can be
safely pre-positioned in public and private venues for emergency
administration of medical oxygen by lay persons, without the need
for training.

The Company also reported a net loss of $1.20 million on $120,055
of net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $1.29 million on $329,919 of net revenues for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $1 million
in total assets, $3.97 million in total liabilities, and a
$2.97 million total stockholders' deficit.

Recoverability of a major portion of the recorded asset amounts
shown in the accompanying Sept. 30, 2011, balance sheet is
dependent upon continued operations of the Company, which in turn
is dependent upon the Company's ability to meet its financing
requirements on a continuing basis, to maintain present financing,
and to generate cash from future operations.  These factors, among
others, raise substantial doubt about the Company's ability to
continue as a going concern.


PJ FINANCE: Court Sets Feb 21 Final Hearing on Cash Collateral Use
------------------------------------------------------------------
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware, in a sixth interim order dated Jan. 25,
2012, authorized PJ Finance Company, LLC, and its debtor
affiliates to use cash collateral of the Mortgage Loan Parties, to
the extent set forth in a budget, from the Petition Date through
March 31, 2012, unless earlier terminated upon the occurrence of
an Event of Default.

A final hearing on the cash collateral motion will be held on
Feb. 27, 2012, at 9:00 a.m.  Objections are due Feb. 21, 2012, at
4:00 p.m.

A full-text copy of the Sixth Interim Cash Collateral Order is
available for free at:

http://bankrupt.com/misc/pjfinance.doc739.pdf

                        About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance and various affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-10688) on March 7,
2011.  Michelle E. Marino, Esq., and Stuart M. Brown, Esq., at DLA
Piper LLP (US), serve as bankruptcy counsel.  Kurtzman Carson
Consultants, LLC, is the Debtors' claims and notice agent.  An
official committee of unsecured creditors has been named in the
case.  Christopher A. Jarvinen, Esq., and Mark T. Power, Esq., at
Hahn & Hessen LLP, represent the committee as lead counsel.
Richard Scott Cobb, Esq., and William E. Chipman, Jr., Esq., at
Landis Rath & Cobb, in Wilmington, Del., serve as the committee's
local counsel.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).


PJ FINANCE: Feb. 21 Vote Deadline Set; Ballot Summary Due Feb. 23
-----------------------------------------------------------------
On Jan. 26, 2012, the U.S. Bankruptcy Court for the District of
Delaware approved the First Amended Disclosure Statement
explaining P.J. Finance Company, LLC, et al., and the Official
Committee of Unsecured Creditors' First Amended Joint Plan of
Reorganization, dated Jan. 25, 2012.

The record date for determining the holders of claims and
interests entitled to receive solicitation packages or notices is
Jan. 25, 2012.  the voting Deadline is Feb. 21, 2012, at 5:00 p.m.

The hearing to consider confirmation of the Plan will be held on
Feb. 27, 2012, at 9:00 a.m.  Objections, if any, to confirmation
of the Plan or proposed modifications to the Plan must be filed,
with proof of service, by no later than 5:00 p.m. on Feb. 21,
2012.  Replies, if any, to any objection to confirmation of, or
the proposed modifications to, the Plan will be filed and served
by no later than 5:00 p.m. on Feb. 23, 2012.

The deadline for submission of the Certification of Votes will be
Feb. 23, 2012, at 5:00 p.m.

After the final round of bidding to select the highest and other
best bid, the Debtors and the Creditors' Committee selected the
bid of the Equity Owners as Plan Sponsor.  The Debtors estimate
that, when compared to the original plan, the net present value of
the recoveries to the Senior Lender under the Plan is
approximately $120 million higher, and includes several additional
and material enhancements to the Debtors and their Estates.

The lenders are to receive a $423 million note with interest
initially at 3%, rising over time to 5.365%.  They will receive
two additional notes for $80 million that won't accrue interest.
All of the notes mature at Dec. 31, 2019.

Pursuant to the Plan terms, Equity Interests (Class 7) will not
receive any distribution under the Plan and are deemed to have
rejected the Plan.

The Senior Secured Lender (Class 2), owed $479.9 million, will
recover a 95.7% recovery under the revised plan.  The Senior
Secured Lender will receive the New Senior Debt in full
satisfaction of the Senior Lender Claim, including the Senior
Lender Secured Claim and the Senior Lender Deficiency Claim.

General unsecured creditors (Class 5), owed $6.5 million, are to
be paid in full.

A copy of the First Amended Disclosure Statement for the First
Amended Joint Chapter 11 Plan of the Debtors and the Official
Committee of Unsecured Creditors, dated Jan. 25, 2012, is
available for free at:

          http://bankrupt.com/misc/pjfinance.doc740.pdf

                        About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance and various affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-10688) on March 7,
2011.  Michelle E. Marino, Esq., and Stuart M. Brown, Esq., at DLA
Piper LLP (US), serve as bankruptcy counsel.  Kurtzman Carson
Consultants, LLC, is the Debtors' claims and notice agent.  An
official committee of unsecured creditors has been named in the
case.  Christopher A. Jarvinen, Esq., and Mark T. Power, Esq., at
Hahn & Hessen LLP, represent the committee as lead counsel.
Richard Scott Cobb, Esq., and William E. Chipman, Jr., Esq., at
Landis Rath & Cobb, in Wilmington, Del., serve as the committee's
local counsel.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).


POLAROID CORP: Hedge Fund Sues Petters Over Security Interests
--------------------------------------------------------------
Martin Bricketto at Bankruptcy Law360 reports that a hedge fund
sued Ponzi schemer Thomas Petters in Minnesota on Thursday for
allegedly cheating it out of Polaroid Corp. security interests
owed to the fund in exchange for $150 million it loaned to the
company's Petters-owned parent, which went bankrupt.

Illinois-based Ritchie Capital Management LLC accuses Petters and
others of engaging in racketeering and fraud to deprive the fund
out of the security interests in Polaroid, which the defendants
claimed was worth between $779 million and $2 billion in
February 2008, according to Law360.

                         About Polaroid

Polaroid Corporation -- http://www.polaroid.com/-- makes and
sells films, cameras, and other imaging products.  Polaroid
filed for chapter 11 protection on Oct. 12, 2001 (Bankr. D.
Del. Case No. 01-10864) and again on Dec. 18, 2008 (Bankr. D.
Minn. Case No. 08-46617).  PLR Acquisition LLC, a joint venture
composed of Hilco Consumer Capital L.P. and Gordon Brothers
Brands LLC, acquired most of Polaroid's assets -- including the
Polaroid brand and trademarks -- in May 2009.  They paid $87.6
million for the brand.  Debtor Polaroid Corp. was renamed to PBE
Corp. following the sale.  The case was converted to Chapter 7 on
Aug. 31, 2009, and John R. Stoebner serves as the Chapter 7
Trustee.

The jointly administered Chapter 7 bankruptcy estates are Polaroid
Corp., Polaroid Holding Company, Polaroid Consumer Electronics,
LLC, Polaroid Capital, LLC, Polaroid Latin America I Corporation,
Polaroid Asia Pacific LLC, Polaroid International Holding LLC,
Polaroid New Bedford Real Estate, LLC, Polaroid Norwood Real
Estate, LLC, and Polaroid Waltham Real Estate, LLC.


POWER CONTRACTING: Case Converted to Chapter 7
----------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
ordered conversion of the Chapter 11 case of Power Contracting,
Inc., to a case under Chapter 7 of the Bankruptcy Code.  The Court
directed Robert Shearer, the Chapter 11 Trustee, to:

    (a) to turn over to the Chapter 7 Trustee all records and
        property of the estate under its custody and control as
        required by Rule 1019(4) of the Federal Rules of
        Bankruptcy Procedure;

    (b) file a final report of all receipts and distributions
        made;

    (c) file a schedule of all unpaid debts incurred after the
        Petition Date and a list of all postpetition claimants
        with their names and addresses; and

    (d) file a financial report covering the period from the last
        filed financial report through Jan. 26, 2012.

The Chapter 11 Trustee told the Court that a confirmable plan
cannot be proposed for the Debtor because the predecessor Chapter
11 Trustee terminated the business operations and sold
substantially all of the Debtor's assets.

                   About Power Contracting, Inc.

Wildwood, Pennsylvania-based, Power Contracting, Inc., aka Max &
Erma's Restaurant, Inc. filed for Chapter 11 protection (Bankr.
W.D. Penn. Case No. 11-22841) on May 2, 2011.

Debtor affiliate Gary Reinert, operates several companies in the
construction business and the restaurant business.

Debtor-affiliates also sought Chapter 11 protection on May 2, 2011
(Bankr. W.D. Penn Case Nos. 11-22840 - 11-22846).  Calaiaro &
Corbett, P.C. represents the Debtors in their restructuring
efforts.  The Debtors estimated assets and debts at $10 million to
$50 million.


POWER EFFICIENCY: Closes Offering of Series E Preferred Shares
--------------------------------------------------------------
Power Efficiency Corporation, pursuant to a Securities Purchase
Agreement, consummated closings of a private placement offering
for an aggregate of 305 shares of Series E Convertible Preferred
Stock, par value $.001 per share and received consideration of
$2,500,000 in cash, subject to certain restrictions, and $550,000
through the conversion of previously outstanding convertible
bridge notes of the Company.  Philip Meisel, the sole cash
purchaser of the Series E Preferred Stock, is an affiliate of the
Company who owned approximately 28% of the Company's outstanding
common stock prior to the Closing.  The Note holders that entered
into the agreement were Sarkowsky Family LP, the Sidney Sik Yam
and Elaine Lan Hwa Chan Family Trust Dated October 26, 1993, Sher
Capital Investments II, LLC, and Irwin Helford Family Trust.
Herman Sarkowsky, an affiliate of Sarkowsky Family LP, is also an
affiliate of the Company.

The SPA provides that the financing will be used for working
capital, sales and marketing, research and product development and
general corporate purposes, and that Mr. Meisel will have sole
authority over the wiring or drawing of these funds.  In addition,
the SPA provides that Marc Lehmann must resign from the Board of
Directors and that Mr. Meisel will have the right to fill the
vacancy on the Board.  The Company is also required to obtain
consent from Mr. Meisel before (i) hiring any employee who is to
earn more than $75,000 annually and (ii) paying a Company
expenditure over $10,000 that does not arise in the ordinary
course of business.

The Series E Preferred Stock issued in the Closings is convertible
into an aggregate of up to 305,000,000 shares of the Company's
common stock, such that each one share of Series E Preferred Stock
is initially convertible into 1,000,000 shares of the Company's
common stock.  The Series E Preferred Stock is subject to
mandatory conversion at such time as the Company has a sufficient
number of authorized shares of common stock to fully convert all
of the outstanding Series E Preferred Stock.  The Series E
Preferred Stock will be converted automatically, without further
action by the holders, at this time.

On Jan. 27, 2012, Marc Lehmann notified the Board that he is
resigning effective immediately.

On Jan. 30, 2012, the Board voted to elect Mr. Meisel to fill the
vacancy on the Board created by Mr. Lehmann's resignation.  Mr.
Meisel has had financial transactions with the Company in the past
fiscal year.

The Board voted to elect Brian Chan to become a director of the
Board.

Mr. Meisel was elected Chairman of the Board and Steven Strasser
was elected Vice-Chairman of the Board.

                      About Power Efficiency

Las Vegas, Nevada-based Power Efficiency Corporation (OTC: PEFF) -
- http://www.powerefficiency.com/-- is a clean technology
company focused on efficiency technologies for electric motors.

The Company reported a net loss of $2.77 million on $394,342 of
revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $2.50 million on $416,393 of revenue for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$2.63 million in total assets, $1.32 million in total liabilities,
and $1.31 million in total stockholders' equity.

As reported in the TCR on April 6, 2011, BDO USA, LLP, in Las
Vegas, Nevada, expressed substantial doubt about Power
Efficiency's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has suffered recurring losses and has generated negative
cash flows from operations.

                        Bankruptcy Warning

Continuation of the Company as a going concern is dependent upon
achieving profitable operations or accessing sufficient operating
capital.  Management's plans to achieve profitability include
developing new products such as hybrid motor starters and single-
phase to three-phase converters, developing business in the Asian
market, obtaining new customers and increasing sales to existing
customers.  Management is seeking to raise additional capital
through equity issuance, debt financing or other types of
financing.  However, there are no assurances that sufficient
capital will be raised.  If the Company is unable to obtain it on
reasonable terms, the Company would be forced to restructure, file
for bankruptcy or significantly curtail operations.


PRESIDENTIAL REALTY: Singley Capital Owns 6.7% of Class A Shares
----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Singley Capital Partners, LP, and its affiliates
disclosed that, as of Dec. 31, 2011, they beneficially own 29,725
shares of Class A common stock of Presidential Realty Corporation
representing 6.7% of the shares outstanding.  A full-text copy of
the filing is available for free at http://is.gd/vdX37P

                     About Presidential Realty

Headquartered in White Plains, New York, Presidential Realty
Corporation, a real estate investment trust, is engaged
principally in the ownership of income-producing real estate and
in the holding of notes and mortgages secured by real estate or
interests in real estate.  On Jan. 20, 2011, Presidential
stockholders approved a plan of liquidation, which provides for
the sale of all of the Company's assets over time and the
distribution of the net proceeds of sale to the stockholders after
satisfaction of the Company's liabilities.

The Company's consolidated statement of net assets as of Sept. 30,
2011, showed $7.73 million in total assets, $3.64 million in total
liabilities and $4.09 million in net assets in liquidation.


PRIUM SPOKANE: Wants Access to Cash Collateral Until February 2012
------------------------------------------------------------------
Prium Spokane Buildings, LLC, asks the U.S. Bankruptcy Court for
the Eastern District of Washington to approve a stipulation with
Sterling Savings Bank extending the authorized use of cash
collateral until Feb. 2012.

The Debtor will use the cash collateral for payment of ordinary
operating expenses, and for payment of administrative expenses.

Pursuant to the stipulation, among other things:

   1. Black Realty Management, Inc., will continue the management
of the property;

   2. any funds remaining after the payment of items in accordance
with the cash collateral budget will be disbursed to Sterling
Savings Bank, up to a maximum amount that is equal to accrued
postpetition interest under the Intervest Note at the non-default
rate of 5% and including interest on the additional advance at an
annual rate of 6.50%.

   3. subject only to Court approval, approval of Sterling Savings
Bank's executive credit committee, and satisfactory underwriting
of qualified tenants, Sterling Savings Bank will provide for the
construction of tenant improvements for new leases during the
term of the second order extending order authorizing use of cash
collateral upon the terms and conditions as may be mutually agreed
upon.

   4. as adequate protection from diminution in value of the
lender's colateral, the Debtor will grant a security interest to
each entity with an interest in lender cash collateral to the
extent provided for under the pre-petition security agreements.

Michael D. Currin, Esq. at WITHERSPOON KELLEY represents Sterling
Savings Bank.

               About Prium Spokane Buildings, L.L.C.

Bellevue, Washington-based Prium Spokane Buildings, L.L.C., filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Wash. Case No.
10-06952) on Dec. 16, 2010.  Davidson Backman Medeiros PLLC,
represents the Debtor.  Berreth, Lochmiller & Associates, PLLC,
serves as accountants.  The Debtor disclosed $17,042,743 in assets
and $34,723,584 in liabilities as of the Chapter 11 filing.
There was no creditors committee appointed in the case.


PRIUM SPOKANE: Davis and Silesky Will Contribute $100,000 for Plan
------------------------------------------------------------------
Prium Spokane Buildings, LLC, submitted to the U.S. Bankruptcy
Court for the Eastern District of Washington a Disclosure
Statement explaining the proposed Plan of Reorganization dated
Nov. 29, 2011.

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

According to the Disclosure Statement, the Plan provides for the
following:

   a. Prium Spokane will assume the management of the assets of
   the Bankruptcy Estate, subject to the terms of the Plan.

   b. Davis and Silesky will subordinate their claims arising
   from the Mastro Note to the payment of all allowed general
   unsecured claims, and agree to reconvey the Mastro Deed of
   Trust, contingent on the entry of an order disallowing the
   Rigby Claim.  If the Rigby Claim is not disallowed, the claims
   of Davis and Silesky arising from the Mastro Note will be
   allowed as a general unsecured claim.

   c. Davis and Silesky will subordinate their claims arising
   from the Durst Note to the payment of all allowed general
   unsecured claims, and agree to reconvey the Durst Deed of
   Trust, contingent on the entry of an order disallowing the
   Rigby Claim.  If the Rigby Claim is not disallowed, the claims
   of Davis and Silesky arising from the Durst Note will be
   allowed as a general unsecured claim.

   d. Davis and Silesky will contribute the sum of $100,000 as a
   new capital contribution to Prium Spokane, in exchange for all
   New Membership Interests.  Any other party in interest that is
   willing to make a new capital contribution will be permitted to
   do so, and will be entitled to receive a pro-rata share of New
   Membership Interests based on the amount of their new capital
   contribution.

   e. Prium Spokane will pay all allowed administrative expenses,
   and will establish a reserve for payment of administrative
   expenses that have accrued through the Confirmation Date, but
   remain subject to allowance.

   f. Prium Spokane will disburse all Effective Date payments that
   are due pursuant to the Plan.

   g. Prium Spokane will assume all executory contracts and
   unexpired leases.

Glenn Davis and Jeffrey Silesky assert ownership of the Mastro
Note, which is unpaid, and in default.

The Debtor, in 2008, borrowed $11,477,757 from Michael R. Mastro,
evidenced by a Promissory Note and secured by a second position
Deed of Trust against Parcels 1 and 2 of the Wells Fargo Center.
Mastro subsequently assigned the Mastro Note and the Mastro Deed
of Trust to Wells Fargo Bank, National Association.  However,
James F. Rigby, trustee for the Bankruptcy estate of Michael R.
Mastro filed a proof of claim on March 15, 2011, in the amount of
$11,477,757 as a secured claim based on the Mastro Note and the
Mastro Deed of Trust.

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

               About Prium Spokane Buildings, L.L.C.

Bellevue, Washington-based Prium Spokane Buildings, L.L.C., filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Wash. Case No.
10-06952) on Dec. 16, 2010.  Davidson Backman Medeiros PLLC,
represents the Debtor.  Berreth, Lochmiller & Associates, PLLC,
serves as accountants.  The Debtor disclosed $17,042,743 in assets
and $34,723,584 in liabilities as of the Chapter 11 filing.
There was no creditors committee appointed in the case.


PROTEONOMIX INC: Converts $262,500 M. Cohen Debt to Equity
----------------------------------------------------------
The $262,500 debt owed to Michael Cohen was converted to 50,000
shares of common stock of Proteonomix, Inc.

                         About Proteonomix

Proteonomix, Inc. (OTC BB: PROT) -- http://www.proteonomix.com/--
is a biotechnology company focused on developing therapeutics
based upon the use of human cells and their derivatives.

The Company reported a net loss applicable to common shares of
$973,532 on $18,994 of sales for the nine months ended
Sept. 30, 2011, compared with a net loss applicable to common
shares of $2.32 million on $68,972 of sales for the same period
during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $3.37
million in total assets, $6.93 million in total liabilities,
and a $3.55 million total stockholders' deficit.

As reported in the TCR on April 1, 2011, KBL, LLP, in New York,
expressed substantial doubt about Proteonomix, Inc.'s ability to
continue as a going concern, following the Company's 2010 results.
The independent auditor noted that the Company has sustained
significant operating losses and is currently in default of its
debt instrument and needs to obtain additional financing or
restructure its current obligations.


R.E. LOANS: Plan Solicitation Period Extended to April 30
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
extended the exclusive period in which only R.E. Loans, LLC, et
al., can solicit acceptances to a plan under Sections 1121(c)(3)
of the Bankruptcy Code to, and including, April 30, 2012.

As reported in the TCR on January 31, the Bankruptcy Court
extended the Debtors' exclusive period to file a plan of
reorganization pursuant to 11 U.S.C. Section 1121(c)(2) to Feb. 1,
2012.

                       About R.E. Loans

R.E. Loans LLC was, for many years, in the business of providing
financing to home builders and developers of real property.  R.E.
Future LLC and Capital Salvage own the real property obtained
following foreclosure proceedings initiated by R.E. Loans against
its borrowers.  R.E. Loans is the sole shareholder of Capital
Salvage and the sole member of R.E. Future.  B-4 Partners LLC is
the sole member of R.E. Loans.  As a result of the multiple
defaults by R.E. Loans' borrowers, R.E. Loans has transitioned
from being a lender to becoming a property management company.

Lafayette, California-based R.E. Loans, R.E. Future and Capital
Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011.  Judge
Barbara J. Houser presides over the case.  Stutman, Treister &
Glatt Professional Corporation, in Los Angeles, and Gardere, Wynne
Sewell LLP, in Dallas, represent the Debtors as counsel.  James A.
Weissenborn at Mackinac serves as R.E. Loans' chief restructuring
officer.  The Debtors tapped Hines Smith Carder as their
litigation and outside general counsel.  The Debtors tapped
Alixpartners, LLP as noticing agent, and Latham & Watkins LLP as
special counsel in real estate matters.  R.E. Loans disclosed
$713,622,015 in assets and $886,002,786 in liabilities as of the
Chapter 11 filing.

William T. Neary, the U.S. Trustee for Region 6, appointed 12
members to the Official Committee of Noteholders of R.E. Loans
LLC.  Akin Gump Strauss Hauer & Feld LLP, in Dallas, represents
the Committee as counsel.


R.E. LOANS: Investors Sue Greenberg, Wells Fargo Over Scheme
------------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that investors in RE
Loans LLC has filed a putative class action claiming Greenberg
Traurig LLP and a Wells Fargo & Co. unit engaged in a scheme to
defraud investors and hide the broker's illiquidity.

                       About R.E. Loans

R.E. Loans LLC was, for many years, in the business of providing
financing to home builders and developers of real property.  R.E.
Future LLC and Capital Salvage own the real property obtained
following foreclosure proceedings initiated by R.E. Loans against
its borrowers.  R.E. Loans is the sole shareholder of Capital
Salvage and the sole member of R.E. Future.  B-4 Partners LLC is
the sole member of R.E. Loans.  As a result of the multiple
defaults by R.E. Loans' borrowers, R.E. Loans has transitioned
from being a lender to becoming a property management company.

Lafayette, California-based R.E. Loans, R.E. Future and Capital
Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011.  Judge
Barbara J. Houser presides over the case.  Stutman, Treister &
Glatt Professional Corporation, in Los Angeles, and Gardere, Wynne
Sewell LLP, in Dallas, represent the Debtors as counsel.  James A.
Weissenborn at Mackinac serves as R.E. Loans' chief restructuring
officer.  The Debtors tapped Hines Smith Carder as their
litigation and outside general counsel.  The Debtors tapped
Alixpartners, LLP as noticing agent, and Latham & Watkins LLP as
special counsel in real estate matters.  R.E. Loans disclosed
$713,622,015 in assets and $886,002,786 in liabilities as of the
Chapter 11 filing.

William T. Neary, the U.S. Trustee for Region 6, appointed 12
members to the Official Committee of Noteholders of R.E. Loans
LLC.  Akin Gump Strauss Hauer & Feld LLP, in Dallas, represents
the Committee as counsel.


REALOGY CORP: Completes Offering of 2 Series of Sr. Secured Notes
-----------------------------------------------------------------
Realogy Corporation completed its previously announced private
offering of $593 million aggregate principal amount of 7.625%
Senior Secured First Lien Notes due 2020 and $325 million
aggregate principal amount of 9.000% Senior Secured Notes due
2020, which was exempt from the registration requirements of the
Securities Act of 1933, as amended.

Each series of Notes is guaranteed on a senior secured basis by
Domus Intermediate Holdings Corp., the Company's parent, and each
domestic subsidiary of the Company that is a guarantor under its
senior secured credit facility and certain of its outstanding
securities.  Each series of Notes is also guaranteed by Domus
Holdings Corp., the Company's indirect parent, on an unsecured
senior subordinated basis.  Each series of Notes is secured by
substantially the same collateral as the Company's existing first
lien obligations under its senior secured credit facility.  The
priority of the collateral liens securing the First Lien Notes is
(i) equal to the collateral liens securing the Company's first
lien obligations under its senior secured credit facility and (ii)
senior to the collateral liens securing the Company's other
secured obligations that are not secured by a first priority lien,
including the New First and a Half Lien Notes, the Company's
7.875% Senior Secured Notes due 2019 and the Company's second lien
obligations under its senior secured credit facility.  The
priority of the collateral liens securing the New First and a Half
Lien Notes is:

    (i) junior to the collateral liens securing the Company's
        first lien obligations under its senior secured credit
        facility and the First Lien Notes;

   (ii) equal to the collateral liens securing the Company's
        7.875% Senior Secured Notes due 2019; and

  (iii) senior to the collateral liens securing the Company's
        second lien obligations under its senior secured credit
        facility.

The Notes have not be registered under the Securities Act or any
state securities law and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration under the Securities Act and applicable state
securities laws.  The Notes were offered in the United States only
to qualified institutional buyers under Rule 144A of the
Securities Act and outside the United States under Regulation S of
the Securities Act.

The Company used the proceeds from the offering of the Notes of
approximately $918 million, (i) to prepay $629 million of its
first lien term loan borrowings under its senior secured credit
facility which was due to mature in October 2013, (ii) to repay
all of the $133 million in outstanding borrowings under its $289
million non-extended revolving credit facility, which was due to
mature in April 2013 and (iii) to repay $156 million of the
outstanding borrowings under its $363 million extended revolving
credit facility which is due to mature in April 2016.

                         About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

Realogy reported a net loss of $285 million on $3.16 billion of
net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $7 million on $3.12 billion of net revenues for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $7.89
billion in total assets, $9.24 billion in total liabilities, and a
$1.34 billion total deficit.

Realogy has 'Caa2' corporate family rating and 'Caa3' probability
of default rating, with positive outlook, from Moody's.  The
rating outlook is positive.  Moody's said in January 2011 that the
'Caa2' CFR and 'Caa3' PDR reflects very high leverage, negative
free cash flow and uncertainty regarding the timing and strength
of a recovery of the residential housing market in the U.S.
Moody's expects Debt to EBITDA of about 14 times for the 2010
calendar year.  Despite the recently completed and proposed
improvements to the debt maturity profile, the Caa2 CFR continues
to reflect Moody's view that current debt levels are unsustainable
and that a substantial reduction in debt levels will be required
to stabilize the capital structure.

In February, Standard & Poor's Ratings Services raised its
corporate credit rating on Realogy Corp. to 'CCC' from 'CC'.  The
rating outlook is positive.


ROC FINANCE: Moody's Reviews 'B3' CFR for Possible Downgrade
------------------------------------------------------------
Moody's Investors Service placed ROC Finance LLC's ratings on
review for possible downgrade including its B3 Corporate Family
Rating (CFR) following a series of events that could collectively
increase the budget and delay completion of the company's two Ohio
casinos currently under construction.

The series of events include construction incidents at both
projects and licensing delays for the Cleveland casino. On January
27, 2012, ROC Finance announced that a section of flooring in its
Horseshoe Casino Cincinnati (Horseshoe Cincinnati) collapsed as
concrete was being poured. In a separate incident in December 2011
a section of a garage floor collapsed as concrete was being poured
at a parking garage being built for the Horseshoe Casino Cleveland
(Horseshoe Cleveland). Additionally, the Ohio Casino Control
Commission recently announced that the licensing for the Horseshoe
Cleveland, along with the seperately owned Toledo casino, slated
to open in the first quarter of 2012, is being delayed. As a
result, the opening of Horseshoe Cleveland is expected to be
delayed from March 2012 to the second quarter of 2012.

These ratings are placed on review for possible downgrade (and LGD
assessments subject to change):

Corporate Family Rating at B3

Probability of Default Rating at B3

$25 million senior secured revolver expiring 2016 at Ba3

$150 million senior secured term loan due 2017 at Ba3

$125 million senior secured delayed draw term loan due 2017 at Ba3

$380 million 12.125% second lien notes due 2018 at Caa1

RATINGS RATIONALE

The review for possible downgrade will focus on the potential
impact these incidents and regulatory delay may have on the budget
and timing of completion of both the Cleveland and Cincinnati
projects. ROC Finance is dependent on earnings from the Cleveland
casino to fund a portion of the Cincinnati project. Therefore, any
delay in the opening of the Horseshoe Cleveland could have a
direct impact on ROC Finance's ability to fund the completion of
the Horseshoe Cincinnati project.

The review will provide time to determine the extent to which the
construction incidents are covered by insurance, and whether any
potential delay or cost increases could impact the sufficiency of
the interest reserve, contingency and completion guaranty.

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

ROC Finance, LLC is indirectly owned by Rock Ohio Caesars LLC.
Rock Ohio Caesars LLC is a joint venture between Caesars
Entertainment Corporation and Rock Ohio Ventures LLC. The
principal investor in Rock Ohio Ventures LLC is Dan Gilbert,
chairman and founder of Quicken Loans and majority owner of the
Cleveland Cavaliers NBA franchise. Through various subsidiaries,
ROC is developing two casinos located in Cleveland and Cincinnati,
Ohio.


SCHOMAC GROUP: NSS RV, et al.'s Cases Now Jointly Administered
--------------------------------------------------------------
NSS RV Central OG Limited Partnership and SRE Investments, L.P.,
notified parties-in-interest that the U.S. Bankruptcy Court for
the District of Arizona, in a Dec. 14, 2011 order, approved the
joint administration of their estates with The Schomac Group, Inc.
and TEDCO, Inc.

The estates related that being jointly administered will preserve
the value of the assets for the creditors of the four estates.

                      About The Schomac Group

Tucson, Arizona-based The Schomac Group, Inc.'s primary business
is to act as a holding company for its various subsidiaries, which
are actively involved in diverse segments of the real estate
industry.  Schomac's sole shareholders are two trusts controlled
by W. Michael Schoff.  Schomac previously managed a portfolio of
approximately 200 self-storage facilities, 72 of which were
sponsored and managed by Schomac with TEDCO, Inc., being a
substantial investor.  Schomac also sponsored and managed a
portfolio of apartment complexes, including the management of
roughly 40 apartment complexes, as many as 16 of which were owned
by Schomac over time.

TEDCO's primary business is to act as a holding company for its
various subsidiaries, which are actively involved in diverse
segments of the real estate industry.  TEDCO's sole shareholder is
W. Michael Schoff.

SRE Investments, LP owns eleven residential lots of roughly
5 acres each in Saguaro Ranch, a subdivision located in the
Tortolita Mountains in Marana, Pima County, Arizona.  SRE is
75.921% owed by Schomac.

NSS RV Central Limited Partnership owns the real estate known as
RV Central, a recreational vehicle and self storage facility
located at 6260 North Travel Center Drive in Marana, Pima County,
Arizona.  NSS RV is 100% owned by Schomac.

Schomac Group and TEDCO filed for Chapter 11 bankruptcy (Bankr. D.
Ariz. Case Nos. 11-22717 and 11-22720) on Aug. 9, 2011.  In its
schedules, Schomac Group disclosed $48,929,897 in total assets and
$34,583,005 in total liabilities.  Judge Eileen W. Hollowell
presides over the cases.

NSS RV filed for Chapter 11 (Bankr. D. Ariz. Case No. 11-33246) on
Dec. 6, 2011.  In its petition, NSS RV estimated assets and debts
of between $1 million and $10 million each.

SRE Investments filed for Chapter 11 bankruptcy (Bankr. D. Ariz.
Case No. 11-33247) on Dec. 6, 2011.  In its schedules, SRE
disclosed $10,148,424 in assets and $3,727,952 liabilities.

Michael McGrath, Esq., and Frederick J. Petersen, Esq., at Mesch,
Clark & Rothschild, P.C., in Tucson, Ariz. Represent the Debtors
as counsel.

The cases are being jointly administered under Case No. 11-22717.


SEQUOIA PARTNERS: Sale-Based Plan to Pay Unsecureds in 8 Years
--------------------------------------------------------------
Sequoia Partners, LLC, and Sequoia Village, LLC, have filed a
joint disclosure statement in support of their reorganization plan
dated Jan. 9, 2012.

This Plan provides for the Sale of the Property to the Purchaser
free and clear of liens and encumbrances for an estimated price of
$9.4 million, which will pay all of the Creditors' Allowed Claims.
The Sale of the Property must close on the date on or before 180
days after the Effective Date.  The Allowed Claims will be paid
within 30 days after the close of the Sale.  A portion of the Sale
Proceeds will go to the Allowed Claims of the Sequoia Village Case
Creditors from payments to be made to South Valley Bank to
compensate Village for the South Valley Bank Lawsuit claims
asserted by Sequoia Partners and Village against South Valley.
The portion of the Sequoia Village Property securing the South
Valley Village Claim will be reconveyed to South Valley Bank in
complete satisfaction of the claim.  The balance of the Sequoia
Village Property will be reconveyed to Southern Oregon Development
in complete satisfaction of its Secured Claim.  The personal
property securing the Commercial Equipment Claim (Class 18) will
be reconveyed to Commercial Equipment in complete satisfaction of
its Secured Claim.

If the Sale does not close on or before the Sale Deadline, then
the Plan provides that the Debtor will obtain a Development Loan
of $5 million from Pebble Beach to develop the Golf Course to
begin Golf Course operations and create an environment to sell
Lots in the Project and to then refinance the Golf Course.  The
sale proceeds from the First Lots will provide funds to implement
the Plan's repayment structure and further develop the Project,
including the Villa Lots.  The Plan provides for payment in full
of Allowed Administrative Expenses within 30 days after the
funding of the Development Loan.  The Plan provides for payment of
Josephine County's Allowed Secured Claim against Sequoia Partners
for real property taxes (Class 2) at an estimated amount of
$750,000, with a significant payment within 30 days after the
funding of the Development Loan, but in any event, no later than
five years from the Petition Date.

The Development Loan will be secured by a trust deed on the Golf
Course Lots, which will require that RRM release the RRM Blanket
Trust Deed and the RRM Original Trust Deeds.  From the sale of
each lot out of the First Quad, which are anticipated to sell for
$110,000 to $175,000 each, the proceeds will be distributed in the
following order:

     (a) the Allowed Secured Claim estimated to be $30,000 to
         Rogue River Mortgage (RRM) if an RRM Lot is sold; the
         Allowed Secured Claim estimated to be $40,000 to South
         Valley Bank if an Estate lot is sold; and the Allowed
         Secured Claim estimated to be $30,000 to Hillebrand PRR
         if a Hillebrand PRR lot is sold;

     (b) $50,000 to the Lender;

     (c) the balance to the Debtor for further development of the
         Project to generate additional lot sales.

The Plan provides for payment in full of RRM's (Class 3) Secured
Claims at an estimated amount of $4,770,000 from the sale of lots
securing the Claims no later than eight years from the Effective
Date.

The Plan provides for payment in full to South Valley Bank on its
Allowed Secured Claim, if any, based upon the South Valley Line of
Credit, (Class 4) no later than five years from the Effective
Date, with South Valley Bank receiving $40,000 from the sale of
the Estate Lots from each lot sale and 100% of the proceeds from
the sale of the Main House, except for the Village Allocation,
which will be allocated to the Sequoia Village Case Allowed
General Unsecured Claims (Class 22) to compensate Village for the
South Valley Bank Lawsuit claims asserted by Sequoia Partners and
Village against South Valley Bank.  South Valley Bank will receive
quarterly payments commencing June 30, 2015, on its Allowed
Secured Claim, if any, for the South Valley/Ausland Claim secured
by the Golf Course Lots of the Project (Class 5) from the Net
Operating Income from the golf course operations with payment in
full no later than five years from the Effective Date.

Copeland will receive payment of its Allowed Secured Claim
estimated to be $60,000 (Class 6) from the proceeds of the sale of
lots 8 and 9 of the Project, which secure that Claim.  Foster
Denman will receive payment on its Allowed Secured Claim estimated
to be $30,000 secured by lot 95 of the Project (Class 7) from the
proceeds from the sale of lot 95.  Copeland will receive quarterly
payments on its Allowed Secured Claim for its asserted
construction lien estimated to be $351,000 (Class 8) from the Net
Operating Income.  Williams will receive payment on his Allowed
Secured Claim estimated to be $60,000 (Class 9) from the sale of
the lots 3 and 180 securing the Claim.  Hillebrand PRR will
receive payment on its Allowed Secured Claim (Class 10) secured by
the Hillebrand PRR Lots from the proceeds of the sale of those
lots no later than five years from the Effective Date.  Combs will
receive payment on its Allowed Secured Claim estimated to be
$30,000 (Class 11) secured by the Combs Lot from the proceeds of
the sale of the Combs Lot no later than five (5) years from the
Effective Date.  Costantino will receive payment on its Allowed
Secured Claim (Class 12) secured by the Costantino Lots from the
proceeds of the sale of the Costantino Lots no later than five (5)
years from the Effective Date.

Convenience Class Allowed Claims (Class 13) will receive 100%
payment on their claims within 30 days after the Development Loan
closes.  General Unsecured Claims (Class 14) will receive payment
of their Allowed Claims via annual payments commencing June 30,
2015, to be paid no later than 8 years from the Effective Date.
Carling will receive payment of its Allowed Secured Claim
estimated to be $10,827,733 (Class 15) after payment in full of
Classes 1 through 14.  The membership interests of Sequoia
Partners (Class 16) will be canceled and new membership interests
shall be issued to Charbonneau and Leep as set forth in Article 5
of this Plan.  The portion of the Sequoia Village Property
securing the South Valley Village Claim (Class 17) will be
reconveyed to South Valley Bank in complete satisfaction of the
claim within 10 days after the Effective Date, subject to the
Sequoia Village County Tax Claims (Class 18).  The balance of the
Sequoia Village Property will be reconveyed to Southern Oregon
Development in complete satisfaction of its Secured Claim (Class
19).  The personal property securing the Commercial Equipment
Claim (Class 20) will be reconveyed to Commercial Equipment in
complete satisfaction of its Secured Claim.  The Interests in
Sequoia Village (Class 23) will be canceled.

The hearing on the joint disclosure statement is scheduled on
March 8, 2012, at 1:30 p.m.

A copy of the disclosure statement is available for free at:

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

                    About Sequoia Partners, LLC

Grants Pass, Oregon-based Sequoia Partners, LLC, filed for Chapter
11 bankruptcy protection (Bankr. D. Ore. Case No. 10-67547) on
Dec. 29, 2010.  Tara J. Schleicher, Esq., at Farleigh Wada Witt
Attorneys, serves as the Debtor's bankruptcy counsel.  Beowulf
Consulting, LLC, serves as accountant.  CPM Real Estate Services,
Inc., serves as loan broker.  The Debtor estimated assets at $50
million to $100 million and debts at $10 million to
$50 million.

Robert D. Miller, Jr., U.S. Trustee for Region 18, appointed five
members to the official committee of unsecured creditors.   The
Committee tapped Douglas R. Schultz and Cassie K. Jones and the
law firm of Gleaves Swearingen Potter & Scott LLP as its counsel.


S.H. LEGGITT: Angelo DeCaro Appointed as Plan Trustee
-----------------------------------------------------
The S.H. Leggitt Company Creditors' Trust filed with the
Bankruptcy Court a Notice of Appointment of Trustee and Trust
Committee.

The Court entered an Order on May 9, 2011 confirming the Debtor's
Amended Plan of Reorganization. The Trust was created pursuant to
the Debtor's Amended Plan.

The initial Plan Trustee is Angelo DeCaro.

The initial members of the Trust Committee are Charles Skinner,
Leonard Lachmann, and Carroll Anderson, all of whom previously
served on the Official Committee of Unsecured Creditors.

                         About SH Leggitt

San Marcos, Texas-based S.H. Leggitt Company, aka Marshall
Products -- dba The Leggitt Group; Marshall Brass Company;
and Marshall Gas Controls, Inc. -- sought Chapter 11 bankruptcy
protection (Bankr. W.D. Texas Case No. 10-10279) on Feb. 2, 2010.
In its schedules, the Debtor disclosed $15,869,020 in total assets
and $11,404,353 in total debts.  Joseph D. Martinec, Esq., and
Rebecca S. McElroy, Esq., Ed Winn, Esq., and Lee Vickers, Esq., at
Martinec, Winn, Vickers & McElroy, P.C., represented the company.

As reported in the Troubled Company Reporter on May 24, 2011, the
Hon. H. Christopher Mott of the U.S. Bankruptcy Court for the
Western District of Texas confirmed S.H. Leggitt Company's Plan of
Reorganization filed on Sept. 20, 2010, and modified as of
Jan. 27, 2011.

The TCR reported on April 29, that the plan proposes to insulate
the reorganized company from all future product liability claims
arising out of the use of products manufactured by the debtor and
used in the manufacture of consumer LP-Gasgrills, cookers and
other outdoor LP-Gas cooking appliances.  The Debtor supplied LP-
Gas regulators to the majority of the companies who made such
appliances in North America between 1990 and 2005.  The Debtor has
also supplied gas regulators to the majority of companies that
manufacture recreational vehicles in North America.


SKINNY NUTRITIONAL: Issues $100,000 Notes, 3.3 Million Warrants
---------------------------------------------------------------
As previously reported, in November 2011, Skinny Nutritional Corp.
commenced a private offering pursuant to which it is offering an
aggregate amount of $2,500,000 of units of the Company's
securities on a "best efforts" basis.  Each Unit consists of one
Convertible Senior Subordinated Secured Note in the principal
amount of $25,000 and one Series A Common Stock Purchase Warrant.

As of Jan. 26, 2012, the Company entered into a Subscription
Agreement with two accredited investors, pursuant to which the
Company sold and issued to the investors Convertible Notes in the
aggregate principal amount of $100,000 and Series A Warrants to
purchase an aggregate of 3,333,333 shares of Common Stock in the
third closing of the Unit Offering.  The aggregate principal
amount of the Convertible Notes issued in the third closing is
initially convertible into 3,333,333 shares of common stock.  The
purchase price for the securities sold at the third closing was
paid in cash to the Company at the third closing.

In consideration for services rendered as the placement agent in
the Unit Offering, the Company agreed to pay to the placement
agent cash commissions equal to $8,000, or 8.0% of the gross
proceeds received in the initial closing of the Unit Offering, and
agreed to issue five-year warrants to purchase an aggregate of
333,333 shares of the Company's common stock at an exercise price
of $0.05 per share.

Net proceeds from the sale of the securities in the second
closing, after payment of offering expenses and commissions, are
approximately $92,000.  The Company intends to use the proceeds
from the Offering for working capital and general corporate
purposes.  The securities being offered have not been registered
under the Securities Act or any state securities laws and will be
offered in reliance upon the exemption from registration set forth
in Section 4(2) of the Securities Act or any state Regulation D,
promulgated thereunder. Such shares may not be offered or sold in
the United States absent registration or an applicable exemption
from registration requirements.

                      About Skinny Nutritional

Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB)
-- http://www.SkinnyWater.com/-- has developed and is marketing a
line of enhanced waters, all branded with the name "Skinny Water"
that are marketed and distributed primarily to calorie and weight
conscious consumers.

The Company reported a net loss of $6.91 million on $6.92 million
of net revenue for the year ended Dec. 31, 2010, compared with a
net loss of $7.30 million on $4.14 million of net revenue during
the prior year.

The Company also reported a net loss of $5.86 million on $5.18
million of net revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $5.39 million on $5.91 million of net
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $3.22
million in total assets, $3.58 million in total liabilities, all
current, and a $366,271 stockholders' deficit.

As reported by the TCR on April 25, 2011, Marcum, LLP, in Bala
Cynwyd, Pennsylvania, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
2010 financial results.  The independent auditors noted that the
Company had a working capital deficiency of $3,517,280, an
accumulated deficit of $37,827,090, stockholders' deficit of
$2,658,043 and no cash on hand.  The Company had net losses of
$6,914,269 and $7,305,831 for the years ended Dec. 31, 2010 and
2009, respectively.  Additionally, the Company is currently in
arrears under its obligation for the purchase of trademarks.
Under the agreement, the seller of the trademarks may choose to
exercise their legal rights against the Company's assets, which
includes the trademarks.


SOLYNDRA LLC: Ex-Workers Blast Releases for Secured Creditors
-------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that a proposed class of
former Solyndra LLC employees asked a Delaware bankruptcy court on
Tuesday to prevent the Company from granting its secured lenders
protection from potential lawsuits.

In a motion to strike release provisions contained in Solyndra's
bankruptcy loan agreement, the class representative, Peter
Kohlstadt, said these "gratuitous releases" may foreclose valuable
avoidance actions against the company's secured creditors, Law360
relates.

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.  The Committee has tapped
Blank Rome LLP as counsel.

Solyndra is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are Evergreen Solar and start-up Spectrawatt Inc., both of which
filed in August, and Stirling Energy Systems Inc., which filed for
Chapter 7 bankruptcy late in September.


SP NEWSPRINT: Files Schedules of Assets and Liabilities
-------------------------------------------------------
SP Newsprint Co., LLC, filed with the U.S. Bankruptcy Court for
the District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $40,083,142
  B. Personal Property          $277,909,250
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $253,212,648
  E. Creditors Holding
     Unsecured Priority
     Claims                                      Undetermined
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $69,462,315
                                 -----------      -----------
        TOTAL                   $317,992,392     $322,674,963

A full-text copy of the schedules is available for free at
http://bankrupt.com/misc/SPNewsprint_SAL1.pdf

Debtor-affiliates also filed their respective schedules,
disclosing:

   Company                           Assets        Liabilities
   -------                           ------        -----------
SP Newsprint Holdings LLC           $305,142       $253,212,648
SEP Technologies, L.L.C.                  $0       $253,212,648
SP Recycling Corporation         $37,670,123       $280,872,882

Copies of their schedules are available for free at:

      http://bankrupt.com/misc/SP_NEWSPRINT_holdings_sal.pdf
           http://bankrupt.com/misc/SPNewsprint_SAL2.pdf
           http://bankrupt.com/misc/SPNewsprint_SAL3.pdf

                     About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq. -- jlevitin@cahill.com , mpeleg@cahill.com and
rstieglitz@cahill.com -- at Cahill Gordon & Reindel LLP serve as
the Debtors' lead counsel.  Lee E. Kaufman, Esq., and Mark D.
Collins, Esq. -- kaufman@rlf.com and collins@RLF.com -- at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  In its petition, SP Newsprint Holdings
estimated $100 million to $500 million in assets and debts.  The
petitions were signed by Edward D. Sherrick, executive vice
president and chief financial officer.


SPANISH BROADCASTING: To Sell $275 Million of Senior Notes
----------------------------------------------------------
Spanish Broadcasting System, Inc., announced the pricing of $275
million in aggregate principal amount of its 12.5% senior secured
notes due 2017.  The Notes will be issued at a price equal to 97%
of the principal amount thereof.  The Company expects the offering
to close on Feb. 7, 2012, subject to the satisfaction of customary
closing conditions.

The proceeds from the Notes, together with cash on hand, are
expected to be used to refinance all amounts outstanding under the
Company's existing first lien credit agreement due June 10, 2012,
and to pay the transaction costs related to the offering.  This
release contains information about pending transactions, and there
can be no assurance that these transactions will be completed.

The Notes will be sold solely by means of a private placement
either to qualified institutional buyers in the United States
pursuant to Rule 144A under the Securities Act of 1933, as
amended, or to certain persons outside the United States pursuant
to Regulation S under the Securities Act.  The Notes have not been
and will not be registered under the Securities Act and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act.

                     About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

The Company's balance sheet at Sept. 30, 2011, showed $495.67
million in total assets, $441.65 million in total liabilities,
$92.34 million in cumulative exchangeable redeemable preferred
stock, and a $38.33 million total stockholders' deficit.

                           *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  The rating outlook is stable.
"The rating action reflects S&P's expectation that, despite very
high leverage, SBS will have adequate liquidity over the
intermediate term to meet debt maturities, potential swap
settlements, and operating needs until its term loan matures on
June 11, 2012," said Standard & Poor's credit analyst Michael
Altberg.


SPOT MOBILE: Delays Filing of Fiscal 2011 Form 10-K
---------------------------------------------------
Spot Mobile International Ltd. was unable to file its Form 10-K
for the period ended Oct. 31, 2011, within the prescribed time
period given the transactions out of the ordinary course of
business that occurred during the fourth fiscal quarter, as well
as recent events, and, as a result, required additional time to
prepare and review its financial statements.

                         About Spot Mobile

Spot Mobile, formerly Rapid Link Incorporated --
http://www.rapidlink.com/-- is a telecommunications services
company which, through its wholly owned subsidiary, provides
prepaid telecommunication and transaction based point of sale
activation solutions through 1,000 independent retailers in the
Eastern United States.  The Company also provides long distance
services and plans to expand its product offering to include
mobile and wireless services.

The Company reported a net loss of $3.56 million on $16.08 million
of revenue for the year ended Oct. 31, 2010, compared with a net
loss of $712,601 on $23.74 million of revenue during the prior
year.

The Company's balance sheet at July 31, 2011, showed $2.03 million
in total assets, $6.63 million in total liabilities and a $4.60
million total shareholders' deficit.


SUMMO INC: Settlement Agreement with Frontier Bank Approved
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado approved a
settlement agreement entered between Summo, Inc., and Frontier
Bank, a Branch of First National Bank in Lamar.

As reported in the Troubled Company Reporter on Dec. 28, 2011, the
parties stated that entering the settlement agreement will avoid
the cost, delay and uncertainty of litigation.

As of Sept. 23, 2011, the Bank is owed a total of $5,791,663 plus
costs, expenses, appraiser fees and attorney fees under two Notes
which matured on May 10, 2010.

On Oct. 19, 2011, the Bank filed its motion for relief from stay
seeking to have the bankruptcy stay modified to permit the Bank to
foreclose its second lien on the real property of the Debtor
located in the County of Pueblo, State of Colorado, at the
Foreclosure Sale.

The Lift Stay Agreement provides:

   a. The Bank will be granted relief from stay effective at 5:00
      p.m. on March 8, 2012, for the purpose of foreclosing its
      Note Two Deed of Trust encumbering the Property at the next
      regularly continued Foreclosure Sale date.

   b. Upon entry of an order by the Bankruptcy court approving the
      Lift Stay Agreement, the Bank will withdraw the Lift Stay
      Motion and the Motion to Dismiss.

   c. On or before 5:00 p.m. on March 8, 2012, the Bank will
      accept payment from Summo in the amount of $5,000,000 in
      full satisfaction of all amounts due under Note 1 and Note
      2.  To effect the Discounted Payment, Summo must wire the
      sum of $5,000,000 to the Bank so that it is received by the
      Bank on or before 5:00 p.m. on March 8, 2012.

   d. Summo and Mr. Musso are releasing any claims that they may
      hold against the Bank; and the Bank is releasing any claims
      it may hold against Summo and Mr. Musso, including but not
      limited to claims arising under Note One, Note Two and the
      Guarantee of John C. Musso, the president and sole equity
      owner of the Debtor.

   e. the Lift Stay Agreement is subject to the entry of an order
      by the Bankruptcy court approving the Lift Stay Agreement.

                         About Summo Inc.

Pueblo, Colorado-based Summo, Inc., fka Pinion Ridge, LLC, filed
for Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 11-28971) on
Aug. 9, 2011.  Judge Elizabeth E. Brown presides over the case.
Daniel K. Usiak, Jr., Esq., at Usiak Law Firm, in Colorado
Springs, Colo., serves as the Debtor's bankruptcy counsel.  The
Debtor scheduled $15,845,500 in assets and $4,809,760 in debts.
The petition was signed by John C. Musso, the president and sole
equity owner of the Debtor.  A creditors committee has not been
appointed in the bankruptcy case.


TECHDYNE LLC: Asks Court to Extend Plan Exclusivity to April 6
--------------------------------------------------------------
Techdyne, LLC, asks the U.S. Bankruptcy Court for the District of
Arizona to extend the exclusive deadline for filing a Chapter 11
Plan and having the Plan confirmed to April 6, 2012, and June 8,
2012, respectively.

The Debtor tells the Court that despite its best efforts, although
the initial fund source (Belmont Acquisitions, LLC) for the Plan
has completed its underwriting processes and due diligence, the
loan has not yet closed.  The $1.5 million loan facility currently
in process for Debtor remains active and should come to fruition
in the next 15-20 days.

The hearing to consider the motion for extension of exclusivity is
set for Feb. 2, 2012, at 1:30 p.m.

                       About TechDyne, LLC

Scottsdale, Arizona-based TechDyne, LLC, is a developer and
entrepreneur of two patented technologies: light armor and a
medical cervical devise to prevent premature births.

The Company filed for Chapter 11 protection (Bankr. D. Ariz. Case
No. 11-16739) on June 9, 2011.  Judge Charles G. Case, II,
presides over the case.  In its schedules, the Debtor disclosed
$100,000,070 in assets and $701,313 in debts.  The petition was
signed by Benjamin V. Booher, Sr., managing member.

The U.S. Trustee for Region 8, has not appointed an official
committee of unsecured creditors in the Debtor's case because an
insufficient number of persons holding unsecured claims have
expressed interest in serving on a committee.  The U.S. Trustee
reserves the right to appoint such a committee should interest
develop among the creditors.

Bradley J. Stevens, Esq. ? bstevens@jsslaw.com -- at Jennings,
Strouss & Salmon, PLC, in Phoenix, Ariz., represents the Debtor as
counsel.


THIRD TORO: GA Keen Sells Former H&H Bagels Property for $11MM
--------------------------------------------------------------
GA Keen Realty Advisors, LLC has announced that the sale of the
former home to H&H Bagels, located at 639 West 46th Street in New
York City closed on February 2, 2012 at the price of $11 million.

Yann Geron, the Chapter 7 Trustee for Third Toro Family Limited
Partnership, the owner of the property, hired GA Keen to solicit
and negotiate the stalking horse contract and market the property
for higher and better offers.  On November 14, 2011, Mr. Geron
filed with the bankruptcy court a stalking horse contract to sell
the property for $10 million and bidding procedures were approved
pursuant to a court order on December 1, 2011.  The procedures
called for higher and better offers to be presented no later than
December 30, 2011, with an auction to be held on January 4, 2012.

"As we expected, there was a lot of interest in the property,"
said Matthew Bordwin, Co-President of GA Keen Realty Advisors.
"The minimum bid was set at $10.4 million, but because it was
25,000 square feet of prime real estate in Midtown, we anticipated
there would be some strong competition to purchase the property.
It's going to provide the buyer with an excellent redevelopment
opportunity in the Midtown West section of the city."

The property sold is a two-story building, with each story
offering 12,500 square feet of space, which had been previously
used to house H&H Bagels' manufacturing plant and retail store.
Located on a 0.29 acre site by the West Side Highway near the
Intrepid Sea, Air and Space Museum, the property is zoned for
commercial, manufacturing or industrial use.
GA Keen Realty Advisors provides real estate analysis, valuation
and strategic planning services, brokerage, M&A, auction services,
lease restructuring services and real estate capital market
services.

For more information, contact GA Keen Realty Advisors at (646)
381-9222.

                   About Great American Group

Great American Group, LLC -- http://www.greatamerican.com-- is a
provider of asset disposition solutions and valuation and
appraisal services to a wide range of retail, wholesale and
industrial clients, as well as lenders, capital providers, private
equity investors and professional service firms.  Great American
Group has offices in Atlanta, Boston, Chicago, Dallas, London, Los
Angeles, New York and San Francisco.


TN-K ENERGY: Leads Negotiations of $875,000 Tennessee Leases
------------------------------------------------------------
TN-K Energy Group Inc. led the negotiations, between the buyers
and sellers, of an $875,000 oil and gas lease known as the Bayer,
Smith, Endicott and Warren leases.  The leases are located in
Overton County, Tennessee and total approximately 500 acres.
These leases are located in a highly productive and proven area in
the Fort Payne, Sunnybrook, Murfreesboro, and Knox formations.
These formations range in depth from 500ft to 2000ft.

Ken Page, C.E.O. & President of TN-K Energy Group Inc. expressed
his excitement by stating, "In leading the negotiations, TN-K
Energy Group Inc. received a finder's fee of $75,000, a 9.5%
overriding royalty interest in the existing production of
approximately 15-20 barrels per day and 10% overriding royalty
interest in the balance of these leases. TN-K Energy Group Inc.
also received a drilling participation right of up to 30% net
working interest in up to 10 additional new wells per lease.  "In
this negotiation, TN-K Energy has increased the company's oil
revenue at little to no cost and this is another great opportunity
for TN-K Energy Group Inc. to continue its exploratory operations
at a minimal cost to the company in one of the most highly
productive areas for oil in the state of Tennessee," summarized
Ken Page.

                         About TN-K Energy

Crossville, Tenn.-based TN-K Energy Group, Inc., an independent
oil exploration and production company, engaged in acquiring oil
leases and exploring and developing crude oil reserves and
production in the Appalachian basin.

The Company also reported net income before taxes of $1.88 million
on $846,065 of revenue for the nine months ended Sept. 30, 2011,
compared with net income before taxes of $3.41 million on $652,834
of revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $2.93
million in total assets, $7.81 million in total liabilities and a
$4.88 million total stockholders' deficit.

As reported in the TCR on April 26, 2011, Sherb & Co., LLP, in New
York City, expressed substantial doubt about TN-K Energy's ability
to continue as a going concern, following the Company's 2010
results.  The independent auditors noted that the Company has
incurred recurring operating losses and will have to obtain
additional financing to sustain operations.


TRANSDIGM INC: S&P Affirms 'B+' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Cleveland, Ohio-based TransDigm Inc., including the 'B+' corporate
credit rating. The outlook is stable.

Standard & Poor's also assigned a 'BB-' issue rating and '2'
recovery rating to the company's planned $500 million incremental
term loan, which TransDigm will use to fund the acquisition of
AmSafe Global Holdings Inc. The additional debt will result in a
modest deterioration in credit ratios.

"We expect improving commercial aerospace conditions, combined
with earnings from acquisitions, to restore credit metrics to
levels more appropriate for the rating over the next 12 to 18
months," said Standard & Poor's credit analyst Christopher
DeNicolo.

"We believe that TransDigm has the ability to reduce leverage more
quickly by using its relatively strong free cash flow for debt
reduction, but we view this as unlikely because of the company's
strategy of making frequent acquisitions that it partly funds with
free cash flow," he added.

"Standard & Poor's views TransDigm's business risk profile as
'fair' (according to our criteria), stemming from the company's
participation in the cyclical and competitive commercial aerospace
industry, and its financial risk profile as 'highly leveraged,'"
S&P said

AmSafe is a global manufacturer of seatbelts, specialty
restraints, cargo and lift nets, and other products for the
aerospace (68% of sales), military (9%), and ground transportation
(23%) markets.


TRONOX INC: S&P Cuts Rating on $550-Mil. Term Loan to 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its preliminary issue-
level ratings on Oklahoma City-based Tronox Inc.'s proposed $550
million senior secured term loan and $150 million delayed draw
term loan to 'BB+' from 'BBB-' and revised the preliminary
recovery rating to '2' from '1'. "The '2' recovery rating reflects
the proposed increase to the amount of senior secured debt in the
capital structure and our expectation for a substantial (70% to
90%) recovery in the event of a payment default based on the
current capital structure," S&P said.

The ratings Tronox remain on CreditWatch with developing
implications pending further information on the company's
acquisition and capital structure plans.

"In September 2011, Tronox announced a definitive agreement to
acquire Exxaro Mineral Sands, a subsidiary of South Africa-based
Exxaro Resources Ltd., in an equity-funded transaction valued at
approximately $1.5 billion. We have placed all ratings on
CreditWatch with developing implications to indicate the
potential that the ratings could be lowered or affirmed once
additional details related to the acquisition financing and
longer-range financial policies become available. While we view
this scenario as unlikely, we could raise the ratings modestly if
Tronox closes the acquisition as expected and does not increase
leverage to fund growth or shareholder rewards. In this scenario,
we would view the combined company's business risk profile as
improved. We view this as less likely in light of management's
recent public comments regarding the potential for the post-
acquisition capital structure to support more debt in order to
optimize shareholder returns," S&P said.

"The preliminary ratings on Tronox reflect our assessment of its
current business profile as 'weak' and financial risk profile as
'significant' -- as our criteria define these terms," said
Standard & Poor's credit analyst Seamus Ryan. "Our evaluation of
the business risk profile stems from the company's focus on the
cyclical titanium dioxide market, the potential for some margin
contraction from rising titanium ore feedstock prices, and
exposure to demand variations that reflect the level of economic
growth in key markets. It also reflects company's good geographic
diversity and operating efficiency, and our expectation that
favorable industry conditions will support sustained pricing
power during the next two years."

"Financial metrics are currently strong for the ratings, with the
key ratio of funds from operations (FFO) to total adjusted debt
reaching more than 50% as of Sept. 30, 2011. Our expectation at
the rating is for FFO to total adjusted debt to remain above 30%
over the cycle," S&P said.

"We believe the proposed acquisition of Exxaro Mineral Sands would
be beneficial to the combined company's business risk profile. The
combined company would be the only fully integrated TiO2 pigment
producer among the major global competitors. We anticipate its
position as a fully integrated chloride producer would provide
significant production cost advantages over peers. We also believe
the combined company would be somewhat insulated from spikes in
titanium feedstock prices, which have increased substantially over
the past several quarters and should continue to rise over the
next one to two years. If Tronox were to close on the acquisition
as currently proposed, we would characterize the combined
company's business risk profile as 'fair,'" S&P said.

"Despite the likely improvements to the business risk profile, we
expect that increased leverage over the coming months could more
than offset these benefits. Tronox has announced that it is
considering increasing leverage from current levels. Although the
company has not stated a specific capital structure plan or the
uses for any additional debt that could be raised following the
acquisition, we expect it could use any additional funds for
some combination of growth investment and shareholder rewards.
This would likely signal a more-aggressive financial policy, as
well as weakening financial metrics," S&P said.

"The developing implications of the CreditWatch listing indicate
that we could raise, affirm, or lower the ratings, depending on
future developments, including the closing of the Exxaro Mineral
Sands acquisition and the details of potential financing plans. In
our assessment, we would balance the potential improvements to the
business risk profile against the potential weakening of the
financial risk profile arising from additional leverage and
increased financial policy risk," S&P said.

"While we view this scenario as unlikely," Mr. Ryan continued, "we
could raise the ratings modestly if Tronox closes the acquisition
as expected and does not further increase leverage to fund growth
or shareholder rewards. We could affirm the ratings if the company
balances improvements to the business risk profile with capital
structure objectives that are appropriate for the rating. We could
lower the ratings if Tronox increases leverage without closing on
the acquisition, or if the combined company increases leverage
enough to weaken credit measures beyond our expectations for the
current rating."


U.S. EAGLE: Gets Approval of Stipulation for Cash Collateral Use
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey approved
an amended stipulation and consent order between U.S. Eagle
Corporation, et al., and and Comerica Bank, which provides that:

   1. the final cash collateral order, including the findings
   contained therein, and all consideration included as part of
   the adequate protection afforded to Comerica remains in full
   force and effect; and

   2. with respect to the principal payment of $7,513,115 to be
   paid to Comerica during the week ending Jan. 1, 2012 which
   represents a portion of the anticipated proceeds from the sale
   of assets that are the subject of a pending motion filed on
   Nov. 26, 2011, the authorization for the payment and the uses
   of any other proceeds from the sale of the assets that are the
   subject of the TCS Sale Motion will be deferred until the
   hearing and order on the TCS Sale Motion and any party-in-
   interest that objects to the payment, will present the
   objections as objections to the TCS Sale Motion.  The deadline
   for objecting to the TCS Sale Motion has not yet been set,
   however, the objection deadline for the Creditors' Committee
   was set for Dec. 20, 2011.

As reported in the TCR on Jan. 18, 2011, as of the Petition Date,
the Debtors owed $16 million to Comerica Bank pursuant to a Credit
Agreement dated March 5, 2006, as amended on March 27, 2007,
Nov. 30, 2007, Nov. 14, 2008, and Feb. 12, 2010, and two separate
Secured Real Estate Loans respecting (a) 2180 Pama Lane, Las
Vegas, Nevada and (b) 6680 Surrey Street, Las Vegas, Nevada.

The Official Committee of Unsecured Creditors, in its objection,
has urged the Court to deny approval of the stipulation and
proposed budget insofar as the Debtors seek to take $7.5 million
in net proceeds from the TCS Sale to pay down Comerica's
prepetition claim ? in essence, seeking the functional equivalent
of a so-called sub rosa plan.

The Committee asserted that with no disclosure statement approved
or plan filed, the Debtors must not be permitted to pay Comerica
ahead of any other prepetition creditors.  Instead, all the
proceeds from the TCS Sale must remain in the Debtors' estates
until and when the requirements under Chapter 11 of the Bankruptcy
Code are satisfied.

                         About U.S. Eagle

U.S. Eagle filed for Chapter 11 protection (Bankr. D. N.J. Case
No. 11-10392) on Jan. 6, 2011.  Samuel Jason Teele, Esq., at
Lowenstein Sandler PC, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to
$50 million.

Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11-
10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11-
10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11-
10393), Traffic Control Service, Inc., An Arizona Corporation
(Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc.,
A California Corporation (Bankr. D. N.J. Case No. 11-10403), and
Traffic Control Service, Inc., A Nevada Corporation (Bankr. D.
N.J. Case No. 11-10392) filed separate Chapter 11 petitions on
Jan. 6, 2011.

Three Twenty One Capital Partners, LLC serves as exclusive agent
for the Debtors.

On Feb. 22, 2011, the U.S. Trustee appointed an Official Committee
of Unsecured Creditors.  Porzio, Bromberg & Newman, P.C.,
represents the Committee.  The Committee retained Eisneramper LLP
as its accountant and financial advisor.

No trustee or examiner has been requested or appointed in the
Chapter 11 cases.


U.S. EAGLE: Feb. 6 Hearing Set for Motion to Reconsider Sale Order
------------------------------------------------------------------
Roberta A. Deangelis, the U.S. Trustee for Region 3 will move
before the Hon. Novalyn L. Winfield of the U.S. Bankruptcy Court
for the District of New Jersey on Feb. 6, 2012, at 10:00 a.m., for
an order granting its motion for reconsideration of (I) the
Dec. 19, 2011, order approving a break-up fee, and (II) the
Dec. 28, order re-approving the break-up fee, and for the other
and further relief as this Court deems just and appropriate.

The U.S. Trustee also related that if opposing papers are not
filed and served within seven days prior to the hearing, the
motion will be deemed uncontested pursuant to District of New
Jersey Local Bankruptcy Rule 9013-1(a), and an order converting
the case to Chapter 7 or, in the alternative, an order dismissing
may be signed and entered in the Court's discretion.

On Dec. 28, the Court authorized U.S. Eagle Corporation, et al.,
to sell all or substantially all of Traffic Control Services, and
Traffic Control Services' personal property to the contractual
joint venture comprised of Gordon Brothers Group LLC, Capital
Recovery Group, LLC, PPL Group, and Rabin Worldwide for
$12,700,000.

In addition, the seller, in consultation with Official Committee
of Unsecured Creditors and Comerica Bank, selected the offer
submitted by the contractual joint venture comprised of National
Trench Safety, LLC, Infinity Assets Solutions Inc., Machinery
Network Inc., New Mill Capital LLC, and LiquiTec Industries Inc. ,
as the alternate bid.

Prior to the auction, the Debtors signed a certain Asset Purchase
Agreement with a contractual joint venture comprised of Hilco
Industrial, LLC, Myron Bowling Auctioneers, Maynards Industries
(1991), Inc., and Branford Group.  Pursuant to the asset purchase
agreement dated Nov. 29, 2011, the stalking horse purchaser
offered to purchase the transferred assets for $10,900,000.

                             Objections

The United States Trustee, in its limited objection to the TCS
sale motion, related that, among other things:

   -- a $272,500 break-up fee as presented can not be approved
  with sale procedures because it would be paid in immediately
  available funds;

   -- the time-line for competing bids is wholly inadequate;

   -- Ian S. Fredericks, Esq., as managing member of Hilco Real
   Estate, LLC is seeking to be retained by the Debtors as a
   professional, and on the other hand Mr. Fredericks as managing
   member of Hilco Industrial, LLC is playing the role of
   purchaser in the TCS sale motion.

In a separate filing, the Committee filed its limited objection
relating that it reserves its right to challenge the determination
of the highest and best value if the competing bids be received
that are on different terms than those outlines in the approved
bid procedures.

The Committee related that, to the extent the Debtors seek to pay
any portion of the sale proceeds to Comerica Bank through a
revised sale order and not through a Plan, as contemplated in the
amended stipulation and consent order approving budget pursuant to
final cash collateral, the Committee objected and requested that
the Court order the segregation of all sale proceeds, net of 321
Capital Partners, LLC's commission be escrowed until payable under
a confirmed Plan.

                         About U.S. Eagle

U.S. Eagle filed for Chapter 11 protection (Bankr. D. N.J. Case
No. 11-10392) on Jan. 6, 2011.  Samuel Jason Teele, Esq., at
Lowenstein Sandler PC, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to
$50 million.

Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11-
10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11-
10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11-
10393), Traffic Control Service, Inc., An Arizona Corporation
(Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc.,
A California Corporation (Bankr. D. N.J. Case No. 11-10403), and
Traffic Control Service, Inc., A Nevada Corporation (Bankr. D.
N.J. Case No. 11-10392) filed separate Chapter 11 petitions on
Jan. 6, 2011.

Three Twenty One Capital Partners, LLC serves as exclusive agent
for the Debtors.

On Feb. 22, 2011, the U.S. Trustee appointed an Official Committee
of Unsecured Creditors.  Porzio, Bromberg & Newman, P.C.,
represents the Committee.  The Committee retained Eisneramper LLP
as its accountant and financial advisor.

No trustee or examiner has been requested or appointed in the
Chapter 11 cases.


VILLAGE AT CAMP: Western Real Wants Plan Confirmation Denied
------------------------------------------------------------
Creditor and party-in-interest Western Real Estate Equities, LLC,
asks the U.S. Bankruptcy Court for the Northern District of Texas
to deny the confirmation of Village at Camp Bowie I, L.P.'s Third
Amended Plan of Reorganization.

As reported in the Troubled Company Reporter on Dec. 6, 2011, the
Plan contemplates that the Debtor will pay its creditors 100%
of the Allowed Amount of their Claims.  Funds for the payments
will come from cash on hand plus $1,500,000 from the Preferred
Equity to be issued to participating Interest Holders of the
Debtor or other third party investors and from future revenue of
the Reorganized Debtor.

A copy of the Third Amended Plan of Reorganization is available
at:

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

Western relates that it has agreed to pay the unsecured creditors
in full if granted leave to foreclose.  Western holds over 99.8%
of the debt.

According to Western, among other things, the Debtor is attempting
to cramdown its Plan by artificially impairing the less than 1% of
remaining debt to saddle Western with a new note.  The New Western
Note is a three-year forced forbearance tied to a Plan without the
viable exit strategy and a complete lack of evidence that the
Debtor will have the ability to amortize the debt in the fourth
and fifth year of the Plan.

Western asserts that the Debtor is not attempting to reorganize,
but rather, to force Western, via a Chapter 11 cramdown, to accept
a three-year, interest only extension of the notes.

                  About Village at Camp Bowie I

Dallas, Texas-based Village at Camp Bowie I, L.P. owns a low-rise,
mixed-use development in southwest Fort Worth, Texas, known
eponymously as the Village at Camp Bowie.  The Property occupies
23.08 acres in an excellent location in one of the busier areas of
the city. Space in the Property is leased for office, retail,
restaurant and entertainment purposes. The Property is presently
slightly less than 80% occupied.  Village at Camp Bowie I filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No.
10-45097) on Aug. 2, 2010.  J. Mark Chevallier, Esq., at McGuire,
Craddock & Strother, P.C., in Dallas, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$10 million to $50 million.


VUZIX CORP: LC Capital Discloses 9.9% Equity Stake
--------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, LC Capital Master Fund, Ltd., and its
affiliates disclosed that, as of Jan. 23, 2012, they beneficially
own 28,963,848 shares of common stock of Vuzix Corporation
representing 9.99% of the shares outstanding.  A full-text copy of
the filing is available for free at http://is.gd/m5anh2

                         About Vuzix Corp.

Rochester, New York-based Vuzix Corporation (TSX-V: VZX)
OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video
Eyewear products in the defense, consumer and media &
entertainment markets.

The Company reported a net loss of $4.55 million on $12.25 million
of total sales for the year ended Dec. 31, 2010, compared with a
net loss of $3.25 million on $11.88 million of total sales during
the prior year.

The Company also reported a net loss of $2.26 million on
$9.24 million of total sales for the nine months ended Sept. 30,
2011, compared with a net loss of $4.08 million on $6.70 million
of total sales for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$6.90 million in total assets, $12.35 million in total
liabilities, and a $5.45 million total stockholders' deficit.

As reported by the TCR on April 6, 2011, EFP Rotenberg, LLP, in
Rochester, New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred substantial losses
from operations in recent years.  In addition, the Company is
dependent on its various debt and compensation agreements to fund
its working capital needs.  According to the independent auditors,
some of these obligations include financial covenants which the
company must comply with.


WASHINGTON MUTUAL: Judge Approves Deal With Warrant Holders
-----------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that a Delaware
bankruptcy judge on Wednesday cleared Washington Mutual Inc. to
settle a long-running feud with a class of investors in the
defunct bank's litigation tracking warrants, releasing $337
million to pay back creditors that was held in reserve during the
dispute.

According to Law360, the investors had fought to be treated as
creditors under WaMu's reorganization plan, but U.S. Bankruptcy
Judge Mary F. Walrath ruled in January that the warrants were
equity instead, slashing the investors' expected recovery.

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators. The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns
100% of the equity in WMI Investment. When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695. WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP. The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee. The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion
determining that the global settlement agreement, among certain
parties including WMI, the Federal Deposit Insurance Corporation
and JPMorgan, upon which the Plan is premised, and the
transactions contemplated therein, are fair, reasonable, and in
the best interests of WMI. However, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

WaMu filed a Modified Sixth Amended Joint Plan and a related
Supplemental Disclosure Statement, which it believes would address
the Bankruptcy Court's concerns.

On Sept. 13, 2011, Judge Walrath denied confirmation of WaMu's
Modified Sixth Amended Plan and granted equity committee standing
to prosecute claims for equitable disallowance but stayed the
ruling pending mediation.

WaMu said it would seek confirmation of a revised plan "as soon as
practicable."

The Plan proposes to pay more than $7 billion to creditors and
incorporates a global settlement agreement resolving issues among
the Debtors, JPMorgan Chase, the Federal Deposit Insurance Corp.
in its corporate capacity and as receiver for WaMu Bank, certain
large creditors, certain WMB senior noteholders, and the
creditors' committee. The Settlement Noteholders are Appaloosa
Management, L.P., Aurelius Capital Management LP, Centerbridge
Partners, LP, and Owl Creek Asset Management, L.P.


WASTEQUIP INC: S&P Withdraws 'CC' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
the 'CC' corporate credit rating, on Charlotte, N.C-based waste
handling equipment and recycling equipment manufacturer Wastequip
Inc. at the company's request. Privately held Wastequip does not
publicly disclose its financial statements, and Standard &
Poor's believes it will not have sufficient information to
maintain its ratings going forward.


WEST CORP: Reports $21.2 Million Net Income in Fourth Quarter
-------------------------------------------------------------
West Corporation reported net income of $21.18 million on $624.88
million of revenue for the three months ended Dec. 31, 2011,
compared with a net loss of $3.56 million on $599.43 million of
revenue for the same period during the prior year.

The Company reported net income of $127.49 million on $2.49
billion of revenue for the twelve months ended Dec. 31, 2011,
compared with net income of $60.30 million on $2.38 billion of
revenue during the previous year.

The Company's balance sheet at Dec. 31, 2011, showed $3.22 billion
in total assets, $4.12 billion in total liabilities and a $896.41
million stockholders' deficit.

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

                        http://is.gd/CqETY1

                       About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.

Deloitte & Touche LLP, in Omaha, Nebraska, expressed an
unqualified opinion on the Company's Annual Report for the year
ended Dec. 31, 2010.  In the auditor's opinion, the information
set forth in the accompanying condensed consolidated balance sheet
as of Dec. 31, 2010, is fairly stated, in all material respects,
in relation to the consolidated balance sheet from which it has
been derived.

                           *     *     *

West Corp. carries a 'B2' corporate rating from Moody's and 'B+'
corporate rating from Standard & Poor's.

Moody's Investors Service upgraded the ratings on West
Corporation's existing senior secured term loan to Ba3 from B1 and
the rating on $650 million of existing senior notes due 2014 to B3
from Caa1 upon the closing of its recent refinancing transactions.
Concurrently, Moody's affirmed all other credit ratings including
the B2 Corporate Family Rating and B2 Probability of Default
Rating.  The rating outlook is stable.

Standard & Poor's Ratings Services assigned Omaha, Neb.-based
business process outsourcer West Corp.'s proposed $650 million
senior unsecured notes due 2019 its 'B' issue-level rating (one
notch lower than the 'B+' corporate credit rating on the company).
The recovery rating on this debt is '5', indicating S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.  The company will use proceeds from the proposed
transaction and some cash on the balance sheet to redeem its
$650 million 9.5% senior notes due 2014.


XL GROUP: Moody's Rates Multi-Seniority Shelf Registration
----------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to XLIT
Ltd. (formerly XL Group Ltd., senior debt at Baa2), a wholly-owned
subsidiary of XL Group plc (NYSE: XL -- not rated) and debt issuer
under a multi-seniority shelf registration statement that was
filed by XL Group plc on November 9, 2011. This shelf registration
statement replaced XL's previous shelf registration statement
filed on November 28, 2008. Moody's currently rates XL's principal
operating subsidiaries A2 for insurance financial strength. The
outlook for the ratings is stable.

The registration statement includes various classes of debt and
preferred stock issuable by XL Group plc and XLIT Ltd. (as well as
ordinary shares, warrants and share purchase contracts by XL Group
plc). Debt securities issued by XLIT Ltd. will carry a full and
unconditional guarantee from XL Group plc. No ratings were
assigned to the provisional debt and provisional preferred stock
of XL Group plc.

RATINGS RATIONALE

According to Moody's, XL Group's ratings reflect the strong market
positions of the group's property and casualty insurance and
reinsurance operating units, as well as its diversified earnings
streams by geography and line of business. The ratings also
reflect the sound liquidity and capitalization of the company's
Bermuda operating subsidiaries, its moderate financial leverage,
as well as its solid core underwriting performance and moderate
catastrophe risk profile. These fundamental strengths are tempered
by the intrinsic volatility of XL's reinsurance businesses and
certain insurance lines, relatively moderate profitability,
exposure to natural and man-made catastrophes, and its moderate
coverage of interest and preference and ordinary share dividends.

The rating agency noted that XL Group continues to make progress
in improving its balance sheet and strengthening its core property
and casualty insurance and reinsurance operations. These efforts
sustained a temporary setback during 2011, as the company reported
approximately $566 million in catastrophe losses through the first
nine months of the year. XL has reported that it expects to incur
between $135 million and $185 million of pre-tax, net catastrophe
losses from the Thailand floods, as well as $35 million of adverse
loss reserve development from catastrophe events earlier in the
year during 4Q2011. Using the midpoint of these preliminary loss
estimates, as well as the catastrophe losses reported through
3Q2011, Moody's estimates that XL's full-year 2011 catastrophe
losses will equate to approximately 7.2% of the company's YE2010
shareholders' equity, which compares favorably against most of its
peers. Going forward, with pricing stabilizing across both
commercial lines insurance and reinsurance, Moody's expects XL
Group's core underwriting results to gradually improve, though
ultimate profitability may continue to face headwinds due to
persistent low investment yields.

These provisional ratings have been assigned with a stable
outlook:

XLIT Ltd. - provisional guaranteed senior unsecured debt at
(P)Baa2, provisional guaranteed subordinated debt at (P)Baa3.

XL Group plc, through its subsidiaries, is a global insurance and
reinsurance company providing property, casualty and specialty
products to industrial, commercial and professional firms,
insurance companies and other enterprises throughout the world.
For the nine months ended September 30, 2011, XL reported net
income available to ordinary shareholders of $41 million. As of
September 30, 2011, XL Group plc reported shareholders' equity of
approximately $10.9 billion.

The last rating action on this issuer occurred on October 14,
2011, when Moody's assigned a Ba1(hyb) rating to XLIT Ltd.'s $350
million issuance of Series D preference ordinary shares.

The principal methodology used in this rating was Global Rating
Methodology for Reinsurers published in December 2011.


* Southern District of NY Taps Names New Bankruptcy Court Chief
---------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that the Southern
District of New York will get a new chief bankruptcy judge March 1
in Cecelia G. Morris, who is set to replace retiring U.S.
Bankruptcy Judge Arthur J. Gonzalez, the district's board of
judges announced Wednesday.

Judge Morris has been hearing bankruptcy cases in the Southern
District of New York since her appointment in July 2000. She has
been based in Poughkeepsie.


* Moody's Says Emerging Markets Will Boost US Chemical Sector
-------------------------------------------------------------
The chemicals industry is gearing up for a modestly better 2012,
with lower feedstock prices and rising demand from emerging-market
economies, according to a new report from Moody's Investors
Service.

"Despite weak economic growth in the US and daunting economic
conditions in Europe, Moody's expects a reasonably good year for
chemical companies overall," said John Rogers, a Moody's Senior
Vice President and author of the report, "Emerging Markets Will
Offset Chemical Sector's Weakness In Industrialized Nations."

"Companies in North America will benefit from low energy and
feedstock costs, and from growing demand from the emerging
markets," Rogers says. "European companies, meanwhile, will be
hurt by the looming threat of a recession and weaker demand in the
region."

Commodity chemical makers with significant exposure to Europe such
as Kerling (B3 stable) and Styrolution Group (B2 negative) will be
hit the hardest by lower prices and weaker margins, as well as
declining demand, the report says.

Meanwhile, Moody's forecasts a stronger 2012 for Celanese (Ba2
stable), Cabot (Baa1 stable) and Methanex (Ba1 stable) thanks to
significant exposures to the growing emerging markets. A worsening
outlook in North America or a severe recession in Europe could
erase the benefits from emerging-market growth, however.

Moody's expects US producers of ammonia, methanol and ethylene to
benefit from advantageous feedstock prices. The biggest producers
in this group include CF Industries (Ba1 stable), Agrium (Baa2
stable), Chevron Phillips (Baa1 positive), NOVA (Ba1 stable) and
Westlake (Baa3 rating under review).

Moody's notes that most chemicals companies have good liquidity
with cash balances numbering more than a quarter of balance sheet
debt.

Only a handful of companies in the sector could see liquidity
tighten because of weak financial performance, including Kerling
and AGY (Caa2 negative). Kerling faces tightening financial
covenants over the year, the report notes.

Bigger pension liabilities in 2012 will also pressure a handful of
companies, including Invista (Baa3 stable) and Evonik Industries
(Baa3 positive), which both face pension burdens equal to their
debts, or even higher. Such companies will step up their cash
funding in 2012, the report says.


* 7th Cir. Appoints Janet Baer as N.D. Illinois Bankruptcy Judge
----------------------------------------------------------------
The Seventh Circuit Court of Appeals appointed Bankruptcy Judge
Janet S. Baer fourteen-year term of office in the Northern
District of Illinois, Chicago, effective March 5, 2012 (vice
Squires).

          Honorable Janet S. Baer
          United States Bankruptcy Court
          Everett McKinley Dirksen
          United States Courthouse
          219 South Dearborn Street, Room 662
          Chicago, IL 60604

          Term expiration: March 4, 2026


* BOND PRICING -- For Week From Jan. 23 to 27, 2012
---------------------------------------------------

  Company           Coupon   Maturity  Bid Price
  -------           ------   --------  ---------
AMBAC INC            9.375   8/1/2011    11.950
AMBAC INC            9.500  2/15/2021    10.000
AMBAC INC            7.500   5/1/2023    14.140
AMBAC INC            5.950  12/5/2035    11.125
ACARS-GM             8.100  6/15/2024     1.000
AGY HOLDING COR     11.000 11/15/2014    36.000
AHERN RENTALS        9.250  8/15/2013    32.350
ALION SCIENCE       10.250   2/1/2015    49.775
AMR CORP             9.000   8/1/2012    25.750
AM AIRLN PT TRST    10.180   1/2/2013    67.000
AM AIRLN PT TRST     9.730  9/29/2014    23.750
AMR CORP             6.250 10/15/2014    30.500
AM AIRLN PT TRST     7.379  5/23/2016    18.000
AM AIRLN PT TRST     7.377  5/23/2019    19.000
AMR CORP            10.200  3/15/2020    26.000
AMR CORP            10.150  5/15/2020    20.000
AMR CORP             9.880  6/15/2020    21.000
AMR CORP            10.290   3/8/2021    19.100
AMR CORP            10.550  3/12/2021    22.745
AMR CORP            10.000  4/15/2021    22.900
AMR CORP            10.125   6/1/2021    15.500
AMR CORP             9.750  8/15/2021    22.125
AMR CORP             9.800  10/1/2021    21.100
AMERICAN ORIENT      5.000  7/15/2015    47.252
AMERIGAS FINANCE     7.000  5/20/2022   103.600
BROADVIEW NETWRK    11.375   9/1/2012    91.000
BANKUNITED FINL      3.125   3/1/2034     4.915
BLOCKBUSTER INC     11.750  10/1/2014     1.625
BON-TON DEPT STR    10.250  3/15/2014    64.263
CALIF BAPTIST        7.600 11/15/2012    20.000
CALIF BAPTIST        7.900 11/15/2017    20.000
CIRCUS & ELDORAD    10.125   3/1/2012    71.000
DIRECTBUY HLDG      12.000   2/1/2017    29.000
DIRECTBUY HLDG      12.000   2/1/2017    20.125
DELTA PETROLEUM      3.750   5/1/2037    73.000
DUNE ENERGY INC     10.500   6/1/2012    90.650
EDDIE BAUER HLDG     5.250   4/1/2014     6.750
EASTMAN KODAK CO     7.250 11/15/2013    27.500
EASTMAN KODAK CO     7.000   4/1/2017    28.500
EASTMAN KODAK CO     9.950   7/1/2018    28.000
EASTMAN KODAK CO     9.200   6/1/2021    23.000
ENERGY CONVERS       3.000  6/15/2013    37.750
EVERGREEN SOLAR     13.000  4/15/2015    45.000
EVERGREEN SOLAR      4.000  7/15/2020     0.250
FARMER MAC           0.640  3/28/2014   100.173
FED FARM CREDIT      0.470 12/19/2013   100.156
FED FARM CREDIT      0.350  1/27/2014   100.000
FED FARM CREDIT      0.650  12/9/2014   100.000
FED FARM CREDIT      0.640  4/27/2015    99.975
FED FARM CREDIT      1.720   2/1/2019   100.888
FED FARM CREDIT      3.280  1/29/2029   101.384
FED HOME LN BANK     0.210 12/10/2012   100.041
FED HOME LN BANK     0.270 12/10/2012    99.978
FED HOME LN BANK     0.750 12/19/2014   100.000
FED HOME LN BANK     1.520 12/15/2016   100.000
FED HOME LN BANK     2.200 11/28/2018   100.000
FED HOME LN BANK     3.000 12/21/2021    99.925
FED HOME LN BANK     3.000 12/30/2021   100.000
FED HOME LN BANK     3.300  12/1/2026   105.156
FANNIE MAE           0.950  1/25/2016    99.962
FANNIE MAE           1.250  1/30/2017   100.983
FAIRPOINT COMMUN    13.125   4/2/2018     4.950
FIBERTOWER CORP      9.000 11/15/2012    15.250
GREAT ATLA & PAC     5.125  6/15/2011     1.000
GENERAL MILLS IN     3.150 12/15/2021   101.286
GLB AVTN HLDG IN    14.000  8/15/2013    44.440
GMX RESOURCES        5.000   2/1/2013    62.812
GMX RESOURCES        5.000   2/1/2013    62.450
GLOBALSTAR INC       5.750   4/1/2028    45.000
HALLIBURTON CO       4.500 11/15/2041   102.185
HAWKER BEECHCRAF     8.500   4/1/2015    26.750
HAWKER BEECHCRAF     9.750   4/1/2017    11.000
ELEC DATA SYSTEM     3.875  7/15/2023    93.060
HUTCHINSON TECH      3.250  1/15/2026    70.000
IDEX CORP            4.200 12/15/2021   102.816
KELLWOOD CO          7.625 10/15/2017    24.050
LEHMAN BROS HLDG     6.000  7/19/2012    26.750
LEHMAN BROS HLDG     5.000  1/22/2013    26.000
LEHMAN BROS HLDG     5.625  1/24/2013    27.500
LEHMAN BROS HLDG     5.100  1/28/2013    27.000
LEHMAN BROS HLDG     5.000  2/11/2013    24.350
LEHMAN BROS HLDG     4.800  2/27/2013    26.000
LEHMAN BROS HLDG     4.700   3/6/2013    25.000
LEHMAN BROS HLDG     5.000  3/27/2013    25.125
LEHMAN BROS HLDG     5.750  5/17/2013    26.750
LEHMAN BROS HLDG     4.800  3/13/2014    27.250
LEHMAN BROS HLDG     5.000   8/3/2014    24.000
LEHMAN BROS HLDG     6.200  9/26/2014    27.500
LEHMAN BROS HLDG     5.150   2/4/2015    25.125
LEHMAN BROS HLDG     5.250  2/11/2015    26.000
LEHMAN BROS HLDG     8.800   3/1/2015    26.500
LEHMAN BROS HLDG     7.000  6/26/2015    24.000
LEHMAN BROS HLDG     8.500   8/1/2015    26.250
LEHMAN BROS HLDG     5.000   8/5/2015    25.880
LEHMAN BROS HLDG     7.000 12/18/2015    26.000
LEHMAN BROS HLDG     5.500   4/4/2016    26.550
LEHMAN BROS HLDG     5.750   1/3/2017     0.500
LEHMAN BROS HLDG     8.920  2/16/2017    26.000
LEHMAN BROS HLDG    11.000  6/22/2022    25.750
LEHMAN BROS HLDG    11.000  7/18/2022    26.500
LEHMAN BROS HLDG    11.500  9/26/2022    25.750
LEHMAN BROS HLDG    10.000  3/13/2023    25.000
LEHMAN BROS HLDG    10.375  5/24/2024    25.000
LEHMAN BROS INC      7.500   8/1/2026     3.000
LEHMAN BROS HLDG    11.000  3/17/2028    26.250
LOCAL INSIGHT       11.000  12/1/2017     0.501
MASHANTUCKET PEQ     8.500 11/15/2015     5.025
MF GLOBAL LTD        9.000  6/20/2038    36.250
MANNKIND CORP        3.750 12/15/2013    53.204
DIOCESE PHOENIX      3.500  12/1/2015   100.000
PMI GROUP INC        6.000  9/15/2016    22.375
PMI CAPITAL I        8.309   2/1/2027     0.563
PENSON WORLDWIDE     8.000   6/1/2014    42.578
REDDY ICE CORP      13.250  11/1/2015    45.900
RADIAN GROUP         5.625  2/15/2013    71.000
REAL MEX RESTAUR    14.000   1/1/2013     4.900
RESIDENTIAL CAP      8.500   6/1/2012    88.875
RESIDENTIAL CAP      8.500  4/17/2013    67.125
SABMILLER HLD IN     4.950  1/15/2042    99.974
THORNBURG MTG        8.000  5/15/2013    10.500
TOUSA INC            9.000   7/1/2010    12.967
TOUSA INC            9.000   7/1/2010    12.967
TRAVELPORT LLC      11.875   9/1/2016    30.300
TRAVELPORT LLC      11.875   9/1/2016    29.125
TIMES MIRROR CO      7.250   3/1/2013    35.000
TRIBUNE CO           5.250  8/15/2015    35.500
MOHEGAN TRIBAL       8.000   4/1/2012    81.000
MOHEGAN TRIBAL       7.125  8/15/2014    67.000
TRICO MARINE         3.000  1/15/2027     1.000
TEXAS COMP/TCEH     10.250  11/1/2015    28.000
TEXAS COMP/TCEH     10.250  11/1/2015    28.250
TEXAS COMP/TCEH     10.250  11/1/2015    28.000
VERSO PAPER         11.375   8/1/2016    43.944
WILLIAM LYONS        7.625 12/15/2012    27.500
WILLIAM LYON INC    10.750   4/1/2013    27.500
WILLIAM LYON INC     7.500  2/15/2014    27.500
WESTERN EXPRESS     12.500  4/15/2015    52.500
YELLOW CORP          5.000   8/8/2023    19.500



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
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than a balance sheet solvency test.

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On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
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Each Friday's edition of the TCR includes a review about a book of
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Monthly Operating Reports are summarized in every Saturday edition
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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
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re-mailing and photocopying) is strictly prohibited without prior
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                  *** End of Transmission ***