TCR_Public/120209.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, February 9, 2012, Vol. 16, No. 39

                            Headlines

2004 RK: Voluntary Chapter 11 Case Summary
2650 ANDJON: Voluntary Chapter 11 Case Summary
34 DAY STREET: Files for Chapter 11 Bankruptcy Protection
A & L: Case Summary & 12 Largest Unsecured Creditors
ABITIBIBOWATER INC: M.D. Ala. Court Rules on Twilley Lease Dispute

AE BIOFUELS: Third Eye Waives Defaults Under Note Agreement
ALT HOTEL: Wins Nod for FTI Consulting as Financial Advisors
ALT HOTEL: Will Seek Approval of Disclosure Statement on March 5
AMERICAN AIRLINES: Needs Strong Pacific Business, WSJ Says
AMERICAN APPAREL: Reports $41.4 Million Net Sales in January

AMERICANWEST BANCORP: Holdco Files Competing Chapter 11 Plan
ARIZONA WASH: Metro Car Files for Chapter 11 Bankruptcy
ATLANTIC & PACIFIC: Confirmation Hearing Adjourned to Thursday
BAYOU GROUP: Court Upholds Clawback Verdict Against Investors
BELGRADE LOUNGE: Voluntary Chapter 11 Case Summary

BELLMARK RECORDS: Judge Reserves Decision on Copyrights Tussle
BERNARD L. MADOFF: Trustee Seeks $61-Mil. in Cornerstone Suit
B.G. BAZEMORE: Case Summary & 6 Largest Unsecured Creditors
BILL JOHNSON'S: Some Family Members Want Case Converted to Ch. 7
BLITZ USA: Committee Can Retain Lowenstein Sandler as Counsel

BLITZ USA: Committee Has OK for FTI as Financial Advisor
BLITZ USA: Committee Can Retain Womble Carlyle as Co-Counsel
BLITZ USA: Can Employ Duckwall & Company as Auctioneer
BRIDGEPORT CITY: Moody's Affirms 'Ba1' Tax Debt Underlying Rating
BRIDGEPORT REDEVELOPMENT: Court Rejects 7th Amended Plan

BROADBENT CO: Places Georgetown Plaza in Chapter 11 Bankruptcy
BUFFETS INC: Tries to Skip $3MM Tax Bill, Calif. Tax Board Says
CAESARS ENTERTAINMENT: Amends 1.8 Million Common Shares Offering
CAPTAIN'S TABLE: Files for Chapter 11 Bankruptcy Protection
CB HOLDING: Court to Consider Plan Confirmation on Feb. 23

CDC CORP: Gets $249MM Offer for Shares in Software Subsidiary
CELLFOR CORP: Georgia Court Recognizes Canadian Proceeding
CHESAPEAKE ENERGY: S&P Changes Outlook to Negative on Weak Prices
CHESAPEAKE OILFIELD: S&P Also Revises Outlook to Negative
CHINA TEL GROUP: Enters Into Consulting Agreement with NGSN

CHRISTIAN BROTHERS: Committee Wants Examiner to Manage Sale
CIRCUS AND ELDORADO: Moody's Rates Note Offering at '(P)Caa1'
CIRCUS AND ELDORADO: S&P Assigns Prelim. 'B-' Rating to Notes
CLARE AT WATER: Can Employ Deloitte FAS as Restructuring Advisor
CLARE AT WATER: Panel Can Retain FTI Consulting as Fin'l Advisor

COMMUNITY TOWERS: CIBC & U.S. Trustee Balk at Lack of Disclosures
CONVERTED ORGANICS: Has 419.9 Million Outstanding Common Shares
CYBEX INTERNATIONAL: Reaches Pact in Barnhard Liability Suit
CYBEX INTERNATIONAL: Grace & White Discloses 8.6% Equity Stake
DAVID 6: Case Summary & 7 Largest Unsecured Creditors

DOE MOUNTAIN INVESTMENTS: Creditors File Joint Plan of Liquidation
DOWLING COLLEGE: Moody's Confirms Caa1 Rating on Two Bond Series
DOUGLAS PINES: Case Summary & 2 Largest Unsecured Creditors
EAST HARLEM: Feb. 27 Bar Date for Proofs of Claim Set
EAST HARLEM: Files Schedules of Assets and Liabilities

EL PASO: Case Summary & 4 Largest Unsecured Creditors
EMMIS COMMUNICATIONS: Corre Holds 2.4 Million Preferred Shares
FAIRVIEW CROSSINGS: Case Summary & 4 Largest Unsecured Creditors
FGIC CORP: Unsecured Creditors May Recover 6% Under Reorg. Plan
FOCUS BRANDS: S&P Affirms 'B' Corporate; Outlook Now Stable

FOUNTAIN POWERBOATS: Trustee Wants Case Converted to Chapter 7
FREDERICK'S OF HOLLYWOOD: NYSE Amex Accepts Plan of Compliance
FRONTIER AIRLINES: Republic Prepares to Put Unit Up for Sale
GALLUP CAMPER: Case Summary & 10 Largest Unsecured Creditors
GELT PROPERIES: Taps Evictions Unlimited as Landlord-Tenant Rep.

GELT PROPERIES: Taps Dunne Wright as Maryland Property Manager
GENCORP INC: Reports $500,000 Net Income in Fourth Quarter
GENTIVA HEALTH: Expects to Breach Financial Covenants This Year
GEORGES MARCIANO: Wins Another Victory in the Court of Appeal
GETTY PETROLEUM: Committee Taps A&M as Financial Advisors

GLOBAL AVIATION: Receives Approval of First Day Motions
GLOBAL AVIATION: Moody's Cuts PDR to 'D', CFR Now 'Ca'
GLOBAL AVIATION: Bankruptcy Prompts S&P to Cut Corp. Rating to D
HAWKER BEECHCRAFT: Hires Kirkland & Ellis for Restructuring Advice
HCA INC: Holdings Posts $1.9 Billion Net Income in Fourth Quarter

HCA INC: Moody's Says 'B1' Rating Unaffected by Dividend Payment
HOSTESS BRANDS: Arkansas Court Stays Suit v. Interstate Brands
HOUGHTON INTERNATIONAL: S&P Affirms 'B' Corporate Credit Rating
IMH FINANCIAL: Inks MOU with Unitholders in Delaware Class Action
INTERNATIONAL MEDIA: Taps Houlihan Lokey as Financial Advisor

INTERNATIONAL MEDIA: May Pay Critical Vendor Claims Up to $125,000
INTERTAPE POLYMER: Letko Brosseau Discloses 21.7% Equity Stake
INT'L RECTIFIER: Fitch Affirms Issuer Default Rating at 'BB'
IRVINE SENSORS: Vectronix Buys Thermal Imaging Biz. for $10-Mil.
J & J POWERSPORTS: Case Summary & 17 Largest Unsecured Creditors

JARVIS ADVENTURE, INC.: Voluntary Chapter 11 Case Summary
J.D. NEWTON: Voluntary Chapter 11 Case Summary
JEFFERSON COUNTY, AL: Inmates Seek Stay Relief to Continue Suit
JEFFERSON COUNTY: BNY Mellon Fights for Right to Sewer Money
JEFFERSON COUNTY: Needs State's Assistance on Budget Gaps

JESCO CONSTRUCTION: Files Schedules of Assets and Liabilities
KINGSBURY CORP: Court Extends Bar Date Until March 30
LAKE TAHOE: Argonaut Dev't; R. Baker Withdraw Motion to Dismiss
LAKE TAHOE: Files Fifth Amended Plan of Reorganization
LAS VEGAS MONORAIL: Files Plan Disclosures for Fourth Amended Plan

LAUREN JOHN PAULSON: Judge Dunn Won't Recuse Self
LEVEL 3: Southeastern Asset Discloses 20.8% Equity Stake
LIBBEY INC: Robeco Investment Discloses 5.5% Equity Stake
LONE PINE: Moody's Assigns 'Caa2' Rating to $200-Mil. Sr. Notes
LOS ANGELES DODGERS: Will Seek Nod of Plan Disclosures on Feb. 22

MANISTIQUE PAPERS: Bid Protections Hearing on Feb. 9
MARCO POLO: Committee Investigation Extended Period to Feb. 29
MASTERCARD: Moody's Says Technology Roadmap Credit Positive
MEECHAM HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
MERIDIAN MORTGAGE: Founder Seeks Lighter Sentence for $100MM Fraud

MERITOR INC: Fitch Affirms Issuer Default Rating at 'B'
MF GLOBAL: Corporate "Personhood" to be Tested in Ch. 11 Case
MIG FINANCIAL: Case Summary & 6 Largest Unsecured Creditors
MISS ANN: Case Summary & 5 Largest Unsecured Creditors
MONACO COACH: Directed to File Status Report in Moore Lawsuit

MOUNTAIN CITY: Files Chapter 11 Liquidating Plan
N. BERGMAN: Case Summary & 6 Largest Unsecured Creditors
NANCE PROPERTIES: Broker Can't Get Commission for Botched Sale
NEW STREAM: Again Requests More Time to File Chapter 11 Plan
NNN LAS COLINAS: Case Summary & Largest Creditor

O.P.C.O., INC.: Case Summary & Largest Unsecured Creditor
OUTBACK STORAGE: Case Summary & 3 Largest Unsecured Creditors
OUTSOURCE HOLDINGS: Liquidation Plan Declared Effective
PAN WESTERN: Case Summary & 20 Largest Unsecured Creditors
PAPERWORKS INDUSTRIES: Cut by S&P to 'B-', Now on Watch Negative

PARKWAY HOSPITAL: Chapter 7 Conversion Moots 2nd Cir. Appeal
PENINSULA HOSPITAL: Can Access 1199 Funds' Cash Until Feb. 29
PINNACLE AIRLINES: Shareholders Mull Equity Committee
PROVIDENT FINANCING: Fitch Affirms Jr. Sub. Securities at 'BB+'
QUANTUM CORP: Paul Orlin Discloses 8.4% Equity Stake

R.E. LOANS: U.S. Trustee Removes Lisa Khan from Noteholders Panel
R.E. LOANS: Committee Wants Case Move from Dallas to California
R.E. LOANS: Committee Has OK for Diamond McCarthy to Probe Claims
R.E. LOANS: Can Employ Latham & Watkins as Special Counsel
R. PONCE: Case Summary & 6 Largest Unsecured Creditors

RA GLOBAL: Voluntary Chapter 11 Case Summary
REAL MEX: Second-Lien Noteholders Win Auction for Assets
RESIDENTIAL CAPITAL: Said to be in Talks With Cerberus on Prepack
ROBERT ROOD: Court Suggests Mediation in Retirement Trust Suit
ROOMSTORE INC: To Liquidate Five Stores in Houston, Texas

ROTECH HEALTHCARE: Robeco Investment Discloses 5.2% Equity Stake
SAAB AUTOMOBILE: U.S. Unit Plans to Seek Ch. 11 in Detroit
SCHALLER'S BAKERY: Case Summary & 20 Largest Unsecured Creditors
SCHOMAC GROUP: Wants to Solicit Plan Votes Through March
SCOTT DEGRAFF: Probate Estate Can't Represent Deceased Debtor

SEABIRD EXPLORATION: Unveils Turnaround Measures
SHANDAR HOLDING: Case Summary & 5 Largest Unsecured Creditors
SHREE-HARI, INC.: Voluntary Chapter 11 Case Summary
SPANISH PEAKS: Concierge to Auction 3 Homes on March 2
SRE INVESTMENTS: Court Approves Mesch Clark as Attorneys

SRE INVESTMENTS: Jointly Administered Under Schomac Group Case
SRE INVESTMENTS: U.S. Trustee Unable to Form Committee
ST. PAUL BUILDING: Case Summary & 9 Largest Unsecured Creditors
ST. SIMONS: Case Summary & 20 Largest Unsecured Creditors
TELLICO LANDING: Disclosure Statement Hearing Set for Feb. 15

TELLICO LANDING: Court Approves William Legg as Economist
TENET HEALTHCARE: Franklin Mutual Discloses 7% Equity Stake
TENSAR CORP: In Restructuring Talks After Missed Term Loan Payment
TENSAR CORP: S&P Lowers Corporate Credit Rating to 'SD'
TERRESTAR CORP: DISH Gets Canadian Nod for License Transfer

TERRESTAR NETWORKS: Files Chapter 11 Plan Supplement
TOWN CENTER: U.S. Trustee Balks at Plan Outline Adequacy
TOWN CENTER: Court Denies Request to Value Property at $40 Million
TRANS-LUX CORP: Henry Hackel Discloses 9.1% Equity Stake
TUBE CITY: S&P Cuts Rating on $165-Mil. Sr. Term Loan to 'BB-'

ULURU INC: Gets Continued Listing Standards Notice From Amex
USG CORPORATION: Incurs $100 Million Net Loss in Fourth Quarter
VITRO SAB: Mexican Judge Approves Debt Restructuring
WASHINGTON MUTUAL: Court Trims FDIC's $129MM Claims Over Losses
WATERFORD FUNDING: $1.6MM in Transfers to Humphrey Fraudulent

WESTERLY HOSPITAL: S&P Cuts $8.6-Mil. Revenue Bond Rating to 'C'
WILLIAMS LOVE: Court Rejects Brann's Attorney Lien Claim
WINDRUSH SCHOOL: Wells Fargo Objects to Debtor's Motion to Dismiss

* Federal Judge Resigns, Forms Holwell Shuster
* McGlinchey Stafford Adds Two New Attorneys in Florida
* Bankr. Attys. Garner and Marum Among New Sheppard Partners

* Barnes & Thornburg Adds Paul Laurin in LA Office
* Hodgson Russ Snags Two Lewis Brisbois Bankruptcy Pros

* Recent Small-Dollar & Individual Chapter 11 Filings



                            *********

2004 RK: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: 2004 RK Financial Group, LP
          fka RK Financial Group, LP
        5333 Edlen Drive
        Dallas, TX 75220

Bankruptcy Case No.: 12-30798

Chapter 11 Petition Date: February 6, 2012

Court: U.S. Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Melissa S. Hayward, Esq.
                  FRANKLIN SKIERSKI LOVALL HAYWARD LLP
                  10501 N. Central Expressway, Suite 106
                  Dallas, TX 75231
                  Tel: (972) 755-7104
                  Fax: (972) 755-7114
                  E-mail: MHayward@FSLHlaw.com

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

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

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

The petition was signed by Kay Fischer, member of RK GenPar, LLC,
general partner.


2650 ANDJON: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: 2650 Andjon LP
          dba Andjon GP, LLC
        4709 Lone Star Boulevard
        Fort Worth, TX 76106

Bankruptcy Case No.: 12-40772

Chapter 11 Petition Date: February 6, 2012

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: William Kelly Puls, Esq.
                  LAW OFFICES OF W. KELLY PULS
                  1407 Texas Street, Suite 102
                  Fort Worth, TX 76102
                  Tel: (817) 338-1717
                  Fax: (817) 332-1333
                  E-mail: kelly.puls@gmail.com

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

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

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

The petition was signed by Derenda O?Brien, managing member.


34 DAY STREET: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Eric Convey, managing editor at Boston Business Journal, reports
that real estate company 34 Day Street (Norwood) LLC has filed for
Chapter 11 bankruptcy protection, listing both assets and debts of
between $1 million and $10 million.  The manager is listed as
Arthur Tenaglia.

The report says Mr. Tenaglia is listed as a creditor owed $60,000
for a "loan."  The LLC is represented in the bankruptcy
proceedings by lawyer Ronald W. Dunbar Jr. of Boston.


A & L: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------
Debtor: A & L Partners, LLC
        1401 W. Hurst Boulevard
        Hurst, TX 76053

Bankruptcy Case No.: 12-40777

Chapter 11 Petition Date: February 6, 2012

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  JOYCE W. LINDAUER, ATTORNEY AT LAW
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: courts@joycelindauer.com

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

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

The Company?s list of its 12 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/txnb12-40777.pdf

The petition was signed by Abdul Latif, president.


ABITIBIBOWATER INC: M.D. Ala. Court Rules on Twilley Lease Dispute
------------------------------------------------------------------
Senior District Judge W. Harold Albritton held that the effect of
Bowater Alabama LLC's deemed rejection of a 1967 master lease with
the Twilley family and a sublease with Cahaba Forests LLC pursuant
to Section 365 of the Bankruptcy Code was to give the Twilleys the
right to terminate the Master Lease, and its termination would
have the effect of terminating the Sublease.

Cahaba had filed a Complaint for Declaratory Judgment against the
Twilleys, among other parties. Judge Albritton said all other
issues in the matter are reserved for future determination.

The Twilleys, a large number of family members who are all
beneficiaries under a testamentary trust, own over 24,000 acres of
undeveloped timberlands in counties within the Middle District of
Alabama.  On July 1, 1967, the land was leased by them to
Kimberly-Clark Corporation, with unrestricted possession and use,
including full timber rights, for a term ending on June 29, 2032.
The lease contained no prohibition or restriction as to
subleasing, and required no consent of the Twilleys.  Bowater
subsequently became lessee under the Master Lease by virtue of
becoming successor-in-interest to K-C.

On Feb. 10, 2000, Bowater's predecessor-in-interest subleased all
but 40 acres of the property to Cahaba, under an unrestricted
sublease requiring Cahaba to comply with all terms of the Master
Lease, to make payments called for directly to the Twilleys, and
to pay ad valorem taxes on the land.  The Sublease was to
terminate on the same day as the Master Lease, June 29, 2032. The
Twilleys were not parties to the Sublease.

The case is CAHABA FORESTS, LLC, Plaintiff, v. MARY GEORGE EAST
HAY, DORIS EAST RAGSDALE, LYNDA MARIE EAST RICE WOODALL, JIMMY RAY
EAST, JENNINGS FELIX EAST, JR., DONALD L. RUSH a/k/a Donald Lee
Rush, NANCY R. SCOTT, a/k/a Nancy D. Rush a/k/a Nancy Rush Scott,
MICHAEL D. TWILLEY, JANICE TWILLEY BRYAN, W. DAVID TWILLEY, CAROL
ANN TWILLEY DEWBERRY, JAMES FLOYD CALDWELL, JOSEPHONE V. CALDWELL
a/k/a Josephine Caldwell Davis, WILLIE E. CALDWELL, BETTY ANN
HANSEN a/k/a Betty A. Drivere, PAMELA TWILLEY WELLBORN, and AMELIA
D. TWILLEY a/k/a Amelia Dawn Twilley a/k/a Amelia Voltz a/k/a
Amelia Twilley Paschal, Defendants, No. 3:11-cv-423-WHA (M.D.
Ala.).

A copy of the Court's Feb. 6, 2012 Memorandum Opinion and Order is
available at http://is.gd/zC0hSJfrom Leagle.com.

                    About AbitibiBowater Inc.

AbitibiBowater Inc. -- http://www.abitibibowater.com/-- owns or
operates 18 pulp and paper mills and 24 wood products facilities
located in the United States, Canada and South Korea.  Marketing
its products in more than 70 countries, AbitibiBowater is also
among the largest recyclers of old newspapers and magazines in
North America, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade under the stock symbol ABH on both
the New York Stock Exchange and the Toronto Stock Exchange.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  The Company and its
Canadian affiliates commenced parallel restructuring proceedings
under the Companies' Creditors Arrangement Act before the Quebec
Superior Court Commercial Division the next day.  Alex F. Morrison
at Ernst & Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, served as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acted as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, served as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, served as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors were Advisory Services LP, and their noticing and claims
agent was Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel was Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

Luc A. Despins, Esq., at Paul, Hastings, Janofsky & Walker LLP, in
New York, served as counsel to the Official Committee of Unsecured
Creditors.  Jamie L. Edmonson, Esq., GianClaudio Finizio, Esq.,
and Daniel A. O'Brien, Esq., at Bayard, P.A., in Wilmington,
Delaware, served as local counsel to the Creditors Committee.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Pauline K. Morgan,
Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt &
Taylor, in Wilmington, represented the Chapter 15 Debtors.

U.S. Bankruptcy Judge Kevin Carey handled the Chapter 11 cases of
AbitibiBowater Inc. and its U.S. affiliates and the Chapter 15
case of ACI, et al.

The U.S. Bankruptcy Court issued an opinion confirming
AbitibiBowater's chapter 11 plan of reorganization on Nov. 22,
2010.  The Debtors also obtained approval of their reorganization
plan under the Canadian Companies' Creditors Arrangement Act.
AbitibiBowater emerged from bankruptcy on Dec. 9, 2010.


AE BIOFUELS: Third Eye Waives Defaults Under Note Agreement
-----------------------------------------------------------
AE Advanced Fuels Keyes, Inc., a subsidiary of Aemetis, Inc.,
formerly known as AE Biofuels, Inc., entered into a Limited
Waiver, Consent and Amendment No. 5 to the Note Purchase Agreement
with Third Eye Capital Corporation as agent.  Pursuant to the
Fifth Amendment, Agent agreed to waive certain 2011 defaults,
waive certain 2012 defaults, and consent to the issuance by AAKF
of certain promissory notes on Jan. 6, 2012, and Jan. 9, 2012.

In return for the Agent's 2011 waivers, AAKF agreed to pay Third
Eye a fee of $100,000, payable in cash of $25,000 and at the
option of Aemetis, either: (i) the issuance of 119,047 shares of
Aemetis common stock, or (ii) by the addition to outstanding
principal balance of the Notes of $75,000.  On Feb. 2, 2012, AAFK
exercised its right to add the $75,000 fee to the outstanding
principal balance of the Note.

In return for the Agent's 2012 waivers, AAKF agreed to pay Third
Eye a fee of $200,000 payable in Aemetis common stock or by the
addition to the outstanding principal balance of the Notes.  AAKF
also agreed to make a principal reduction payment on the Notes in
the amount of $200,000 on Jan. 31, 2012.  On Feb. 2, 2012, AAFK
exercised its right to add the $200,000 fee to the outstanding
principal balance of the Note.

As of Jan. 24, 2012, the principal balance and all accrued and
unpaid interest and fees outstanding on the Note was $5,973,750
and the accrued and unpaid Revenue Participation was $5,277,781.

A full-text copy of the Limited Waiver is available for free at:

                        http://is.gd/TGRXmE

                         About AE Biofuels

AE Biofuels, Inc. (OTC BB: AEBF) -- http://www.aebiofuels.com/--
is a biofuels company based in Cupertino, California, developing
sustainable solutions to address the world's renewable energy
needs.  The Company is commercializing its patent-pending next-
generation cellulosic ethanol technology that enables the
production of biofuels from both non-food and traditional
feedstocks.  Its wholly-owned Universal Biofuels subsidiary built
and operates a nameplate 50 million gallon per year biodiesel
production facility on the east coast of India.

The Company reported a net loss of $1.72 million on $1.59 million
of sales for the three months ended Sept. 30, 2010, compared with
a net loss of $3.78 million on $4.05 million of sales for the same
period a year earlier.

BDO Seidman, LLP, in San Jose, Calif., expressed substantial doubt
about AE Biofuels' ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has incurred recurring losses, and has a
working capital deficit and total stockholders' deficit as of
December 31, 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$20.23 million in total assets, $29.03 million in total
liabilities, all current, and a stockholders' deficit of
$8.80 million.  The Company has not filed financial reports after
filing its Form 10-Q for the quarter ended Sept. 30, 2010.


ALT HOTEL: Wins Nod for FTI Consulting as Financial Advisors
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has granted ALT Hotel, LLC, permission to employ FTI Consulting,
Inc., as financial advisors to the Debtor, effective as of
June 21, 2011.

As financial advisors to the Debtor, FTI will, among others:

   a. provide expert testimony, as necessary, related to
      valuation, interest rate, plan of reorganization fairness
      and feasibility;

   b. assist in the development or review of financial projection
      and benchmarking analysis; and

   c. provide general assistance with preparation of the plan of
      reorganization and disclosure statement.

The Debtor has provided FTI with a postpetition retainer in the
Debtor's case in the amount of $25,000, subject to continual
replenishment by the Debtor, as necessary.

The customary hourly rates, subject to periodic adjustments,
charged by FTI professionals anticipated to be assigned to the
Debtor's case are:

     Senior Managing Directors              $780-$895
     Directors / Managing Directors         $560-$755
     Consultants / Senior Consultants       $280-$530
     Administrative / Paraprofessionals     $115-$230

FTI has informed the Debtor that it does not represent any
interest adverse to the Debtor's estate.  FTI will conduct an
ongoing review of its files to ensure that no conflict or other
disqualifying circumstances exist or arise during the pendency of
the Debtor's case.

                       About ALT Hotel LLC

ALT Hotel, LLC's sole asset is the Allerton Hotel located in the
"Magnificent Mile" area of Chicago.  The Hotel is managed by Kokua
Hospitality, LLC, pursuant to a Hotel Management Agreement, dated
Nov. 9, 2006.  Kokua is the exclusive manager and operator of the
Hotel, and receives management fees for its services, with the
amount of such fees directly linked to the annual performance of
the Hotel.  Hotel Allerton Mezz, LLC, is the sole member of ALT
Hotel.

ALT Hotel filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-19401) on May 5, 2011.  Judge A. Benjamin Goldgar presides
over the case.  Neal L. Wolf, Esq., Dean C. Gramlich, Esq., and
Jordan M. Litwin, Esq., at Neal Wolf & Associates, LLC, in
Chicago, Illinois, serve as bankruptcy counsel to the Debtor.  In
its petition, the Debtor estimated $100 million to $500 million in
assets and $50 million to $100 million in debts.  FTI Consulting
serves as the Debtor's financial advisors.  Affiliate PETRA Fund
REIT Corp. sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
10-15500) on Oct. 20, 2010.


ALT HOTEL: Will Seek Approval of Disclosure Statement on March 5
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has scheduled a hearing for March 5, 2012, at 10:00 a.m., to
consider the approval of the disclosure statement filed in Alt
Hotel, LLC's Chapter 11 case.

As reported in the TCR on Jan. 12, 2012, ALT Hotel, LLC, submitted
to the Bankruptcy Court a plan of reorganization, providing for
the classification and treatment of five classes of claims against
the Debtor.

The five claim classes against the Debtor are: (i) Class 1 Secured
Claim of the Debtor's secured lender, DiamondRock Allerton Owner,
LLC; (ii) Class 2 Other Secured Claims; (iii) Class 3 General
Unsecured Claims; (iv) Class 4 Equity Holder's Deficiency Claim;
and (v) Class 5 Interests of the Equity Holder.  Class 1, 3 and 4
claims are impaired under the Plan.

The Plan provides that with respect to the Class 1 Claim:

  * DiamondRock will retain all of its liens and security
    interests in the property of the Debtor.

  * If and when allowed, the Class 1 Claim will be increased by
    all principal and interest due under the DIP Loan, which
    amount will be referred to as the "DIP Loan Balance."  The sum
    of the Class 1 Allowed Secured Claim and the DIP Loan Balance,
    which the Debtor currently estimates to be $66,800,000, will
    constitute the new principal balance of DiamondRock's Secured
    Claim.  It will bear interest at the rate of 4.625% per annum.

  * The foreclosure proceeding captioned "DiamondRock Allerton
    Owner, LLC v. Alt Hotel, LLC," designated as Case No. 10-CH-
    18859 (Atkins, J.) and currently pending in the Circuit Court
    of Cook County, Illinois, Chancery Division, will be dismissed
    with prejudice.

  * The guaranty litigation captioned "DiamondRock Allerton Owner,
    LLC v. PS CDO Manager, LLC," designated as Index No.
    652224/2011, is currently pending in the Supreme Court of the
    State of New York, County of New York, will be dismissed with
    prejudice.  The claims asserted in the Guaranty Litigation
    will be released and the Guaranty will be replaced and
    superseded by the Amended and Restated Guaranty.

Class 3 General Unsecured Claims will receive 50% of the amount of
the allowed claims on the Plan Effective Date and 50% of the
balance, with interest computed at the rate of 5% per annum, will
be paid 180 days after the Effective Date.

Class 4 Equity Holder's Deficiency Claim will be paid in
installments until fully paid.  It will accrue interest at the
rate of 7% per annum.

Class 2 Other Secured Claims and Class 5 Interests are unimpaired
under the Plan.

Allowed Administrative Expense Claims, Priority Claims and Duty
Claims will be paid in full on the Plan Effective Date.

A copy of the Debtor's Plan dated Dec. 16, 2011 is available for
free at http://bankrupt.com/misc/ALTHotel_PlanDec16.PDF

                       About ALT Hotel LLC

ALT Hotel, LLC's sole asset is the Allerton Hotel located in the
"Magnificent Mile" area of Chicago.  The Hotel is managed by Kokua
Hospitality, LLC, pursuant to a Hotel Management Agreement, dated
Nov. 9, 2006.  Kokua is the exclusive manager and operator of the
Hotel, and receives management fees for its services, with the
amount of such fees directly linked to the annual performance of
the Hotel.  Hotel Allerton Mezz, LLC, is the sole member of ALT
Hotel.

ALT Hotel filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-19401) on May 5, 2011.  Judge A. Benjamin Goldgar presides
over the case.  Neal L. Wolf, Esq., Dean C. Gramlich, Esq., and
Jordan M. Litwin, Esq., at Neal Wolf & Associates, LLC, in
Chicago, Illinois, serve as bankruptcy counsel to the Debtor.  In
its petition, the Debtor estimated $100 million to $500 million in
assets and $50 million to $100 million in debts.  FTI Consulting
serves as the Debtor's financial advisors.  Affiliate PETRA Fund
REIT Corp. sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
10-15500) on Oct. 20, 2010.

                            *********

AMERICAN AIRLINES: Needs Strong Pacific Business, WSJ Says
----------------------------------------------------------
Justin Lahart, writing for The Wall Street Journal's Heard on the
Street section, says airlines are in the latter stages of a wave
of consolidation that may have began when AMR Corp. bought TWA out
of bankruptcy in 2001.

"Capacity and costs have been shed, and the number of carriers has
dwindled. In the final stage, there will be only a handful of
major carriers that control networks extensive enough to attract
the high-paying business travelers necessary to compete
profitably," Mr. Lahart wrote.

"If that is where the game is headed, AMR's position if it emerges
from bankruptcy as a stand-alone airline, rather than merging with
another, looks weak," he said, citing that cost problems lay at
the heart of its troubles.

According to Mr. Lahart, AMR's ability to jettison all of its
pensions is questionable, given that Delta Air Lines merely froze
its plans for flight attendants and ground personnel when it
restructured.

The report said AMR's promise to increase revenue is hard to pull
off.  According to the report, Wolfe Trahan analyst Hunter Keay
said AMR's major problem is that without a strong Pacific business
linked to the fast-growing Asian market, it lacks the type of
network needed to win back the business travelers it has lost.

Mr. Lahart says buying AMR would give Delta a huge hold on the New
York market, a hub in Chicago and a strong Latin American network.
If regulators approved the deal -- no sure thing -- the resulting
airline would surpass United Continental and become the largest
airline in the world by passengers, with a globe-spanning network
that could yield substantial profits.

According to Mr. Lahart, the strategic benefits of AMR merging
with US Airways aren't as clear, and AMR CEO Tom Horton has thrown
cold water on it.  US Airways' Phoenix hub would mesh well with
AMR's Latin American business, and AMR's membership in the
Oneworld global marketing alliance would be a plus.  Most
important for US Airways, a merger avoids the difficult situation
of getting squeezed between United Continental and a combined
Delta and AMR. But the combined airline would still lack a strong
Pacific business.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN APPAREL: Reports $41.4 Million Net Sales in January
------------------------------------------------------------
American Apparel, Inc., announced preliminary sales for the month
ended Jan. 31, 2012.  The Company reported that for the month of
January total net sales increased 14% to $41.4 million.  For the
same period, comparable store sales increased an estimated 15% on
an estimated 11% increase at retail stores and an estimated 39%
increase in online sales.  For the month wholesale net sales
increased an estimated 21%.

"I am very encouraged by the sales performance of the Company,"
stated Dov Charney, Chairman and CEO.  "Since September 2011, we
have had positive retail same store sales, and for the months of
November, December and January, our imprintable wholesale sales
levels have been running at record levels beyond the previous
highs set for those months in 2008.  Higher sales running through
our three sales channels, retail, online, and imprintable
wholesale allow for us to improve operational efficiencies at the
factory, as well as leverage corporate costs, thereby improving
prospects for our long term profitability," added Mr. Charney.

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

                       http://is.gd/43XMmJ

                      About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

The Wall Street Journal reports that Skadden, Arps, Slate, Meagher
& Flom has been advising the company on its recent restructuring
efforts alongside investment bank Rothschild Inc.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.

                        Going Concern Doubt

Marcum LLP, in New York, in its audit report on American Apparel's
financial statements for the year ended Dec. 31, 2010, expressed
substantial doubt about the Company's ability to continue as a
going concern.

As of April 30, 2011, the Company had approximately $8,000,000 of
cash, approximately $8,900,000 of availability for additional
borrowings and $46,100,000 outstanding on the credit facility
under the BofA Credit Agreement and $1,400,000 of availability for
additional borrowings and $4,000,000 outstanding on the credit
facility under the Bank of Montreal Credit Agreement.  As May 10,
2011, the Company had approximately $5,941,000 available for
borrowing under the BofA Credit Agreement and $1,481,000 available
under the Bank of Montreal Credit Agreement.

American Apparel reported a net loss of $86.31 million on
$532.99 million of net sales for the year ended Dec. 31, 2010,
compared with net income of $1.11 million on $558.77 million of
net sales during the prior year.

The Company also reported a net loss of $28.15 million on $389.76
million of net sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $67.01 million on $389.02 million of
net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $323.64
million in total assets, $267.51 million in total liabilities and
$56.12 million in total stockholders' equity.

                        Bankruptcy Warning

The Company incurred a loss from operations of $20,942 for the
nine months ended Sept. 30, 2011, compared to a loss from
operations of $38,167 for the nine months ended Sept. 30, 2010.
The current operating plan indicates that losses from operations
will be incurred for all of fiscal 2011.  Consequently, the
Company may not have sufficient liquidity necessary to sustain
operations for the next twelve months and this raises substantial
doubt that the Company will be able to continue as a going
concern.

There can be no assurance that management's plan to improve its
operating performance and financial position will be successful or
that the Company will be able to obtain additional financing on
commercially reasonable terms or at all.  As a result, the
Company's liquidity and ability to timely pay its obligations when
due could be adversely affected.  Any new financing also may be
substantially dilutive to existing stockholders and may require
reductions in exercise prices or other adjustments of the
Company's existing warrants.  Furthermore, the Company's vendors
and landlords may resist renegotiation or lengthening of payment
and other terms through legal action or otherwise.  If the Company
is not able to timely, successfully or efficiently implement the
strategies that it is pursuing to improve its operating
performance and financial position, obtain alternative sources of
capital or otherwise meet its liquidity needs, the Company may
need to voluntarily seek protection under Chapter 11 of the U.S.
Bankruptcy Code.


AMERICANWEST BANCORP: Holdco Files Competing Chapter 11 Plan
------------------------------------------------------------
American Bankruptcy Institute reports that Holdco Advisors LP
wants to reorganize former bank holding company AmericanWest
Bancorp. through a competing chapter 11 plan.

                 About AmericanWest Bancorporation

Headquartered in Spokane, Washington, AmericanWest Bancorporation
(OTC BB: AWBC) -- http://www.awbank.net/-- was a bank holding
company whose principal subsidiary was AmericanWest Bank, which
included Far West Bank in Utah operating as an integrated division
of AmericanWest Bank.  AmericanWest Bank was a community bank with
58 financial centers located in Washington, Northern Idaho and
Utah.

AmericanWest Bancorporation filed for Chapter 11 protection
(Bankr. E.D. Wash. Case No. 10-06097) on Oct. 28, 2010.  The
banking subsidiary was not included in the Chapter 11 filing.

Christopher M. Alston, Esq., and Dillon E. Jackson, Esq., at
Foster Pepper Shefelman PLLC, in Seattle, Washington, serve as
bankruptcy counsel.  G. Larry Engel, Esq., at Morrison & Foerster
LLP, also serves as counsel.

The Debtor estimated assets of $1 million to $10 million and debts
of $10 million to $50 million in its Chapter 11 petition.
AmericanWest Bancorporation's estimates exclude its banking unit's
assets and debts.  In its Form 10-Q filed with the Securities and
Exchange Commission before the Petition Date, AmericanWest
Bancorporation reported consolidated assets -- including its bank
unit's -- of $1.536 billion and consolidated debts of
$1.538 billion as of Sept. 30, 2010.

In December 2010, AmericanWest completed the sale of all
outstanding shares of AmericanWest Bank to a wholly owned
subsidiary of SKBHC Holdings LLC, in a transaction approved by the
U.S. Bankruptcy Court.


ARIZONA WASH: Metro Car Files for Chapter 11 Bankruptcy
-------------------------------------------------------
Phil Villarreal at Arizona Daily Star reports that Metro Car Wash
has filed for Chapter 11 bankruptcy protection, listing $1.2
million in liabilities and $766,725 in assets.

According to the report, owner Sean Storer said the bankruptcy is
a simple restructuring that he hopes is completed within weeks.
He said no employees will be laid off and he expects to repay all
his debt in full.

"We just need a new amortization schedule, basically," the report
quotes Mr. Storer as saying.  "We had some notes coming due and
just needed more time. The plan is to reamortize some loans to
increase our cash flow month-to-month.  We're not trying to give
anybody a haircut."

The report says another location, at 5150 E. Speedway, is not
affected by the bankruptcy because it's a separate entity.  Mr.
Storer said he has no plans to file for bankruptcy protection for
that location.

Metro Car Wash -- http://metrocarwash.com/-- provides full
service car wash in Arizona.

Arizona Wash Systems, Inc., doing business as Metro Car Wash,
filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 12-01225) on
Jan. 23, 2012.  Sally M. Darcy, Esq., at McEvoy, Daniels & Darcy
P.C., in Tucson, Arizona, serves as counsel.  The Debtor disclosed
$766,725 in assets and $1,208,117 in liabilities as of the Chapter
11 filing.


ATLANTIC & PACIFIC: Confirmation Hearing Adjourned to Thursday
--------------------------------------------------------------
The hearing to consider confirmation of Great Atlantic & Pacific
Tea Co.'s Chapter 11 plan of reorganization has been adjourned to
Feb. 9, 2012, at 2:00 p.m. (Prevailing Eastern Time).

The Plan hearing was originally scheduled for Feb. 6 and 7.

Papers filed in the case indicate that the Debtors have struck
separate settlements with Grocery Haulers Inc. and the trustees of
the International Brotherhood of Teamsters, Chauffeurs,
Warehousemen, and Helpers of America Local 863 Pension Plan
pursuant to which they would change their votes to accept the
Debtors' Plan.

The Debtors consent to Grocery Haulers being removed as a "Non-
Affiliated Participating Employer" of, the Pathmark Stores, Inc.
Pension Plan, effective Feb. 28, 2012.

On May 2, 2011, Grocery Haulers terminated the employment of all
of its employees who were otherwise eligible to accrue benefits
under the Pathmark Pension Plan pursuant to the terms of the
letter agreement dated Aug. 29, 2008 between Grocery Haulers and
A&P regarding the transfer of assets and liabilities from the
Local 863 Pension Plan to the Pathmark Pension Plan and a related
Spinoff and Withdrawal Liability Agreement, dated Aug. 31, 2008,
by and among the trustees of the Local 863 Pension Plan, A&P, and
Grocery Haulers.

The Debtors will not seek payment from Grocery Haulers or the
Local 863 Pension Plan to fund any benefits that (a) eligible
Grocery Haulers employees accrued under the Pathmark Pension Plan
prior to the Benefit Cessation Date or (b) were, prior to the
Benefit Cessation Date, transferred to the Pathmark Pension Plan
from the Local 863 Pension Plan.  Similarly neither the Debtors
nor the Reorganized Debtors will seek payment from Grocery Haulers
for other contributions to the Pathmark Pension Plan, any premiums
under 29 U.S.C. 1306, any penalties related to such contributions
or premiums, or any pension plan termination liabilities.

Grocery Haulers and the Local 863 Pension Plan will not seek
payment from the Debtors or the Reorganized Debtors for or with
respect to any pension benefits accrued by any current or former
employees of Grocery Haulers.

The Debtors also struck a deal with the trustees of the UFCW Local
1262 and Employers Pension Fund wherein the Fund will withdraw its
plan objection and change its Plan vote to "yes."  The parties
agree that Local 1262 Pension Fund's Pension Withdrawal Claim will
be allowed for $13,922,966, and entitled to the enhanced treatment
given to Holders of Allowed Pension Withdrawal Claims that vote to
accept the Plan.

The Debtors also said nothing contained in the Plan or the
Confirmation Order will affect Ahold U.S.A., Inc.'s, The Stop &
Shop Supermarket Company LLC's, and Giant Food LLC's rights under
section 502(j) of the Bankruptcy Code.

The Debtors are assuming their Modified Collective Bargaining
Agreement between the Debtors and United Food and Commercial
Workers International Union Local 27 as further modified by a Side
Letter of Agreement, dated Jan. 31, 2012, between the parties. A
UFCW Board Designee will serve on the Newco Board for the term of
the Modified CBA.  Lou Giraurdo is the initial UFCW Board
Designee.

The Company filed its bankruptcy plan on Nov. 14, 2011.  The
Bankruptcy Court approved the adequacy of information in the
disclosure statement explaining the Plan on Dec. 20, 2011.  The
deadline for voting on the Plan is Jan. 24, 2012.

The Plan hinges on $490 million in new debt and equity financing
from a group led by Ron Burkle's Yucaipa Cos.; and $750 million in
bankruptcy-exit financing, which consists of a $400 million
revolving loan and $350 million term loan, the Debtors secured
from a lender syndicate led by J.P. Morgan Chase & Co. and Credit
Suisse AG.

A&P will use the new capital and the exit financing to pay its
secured lenders in full and in cash.  The Plan provides that
second-lien noteholders owed about $310 million would be paid in
full and in cash as long as they vote in favor of the plan.
Ownership interests in A&P would be canceled, and shareholders
wouldn't receive any payment under the plan.  Unsecured creditors
will receive a pro rata share of what's left.

Several objections have been filed against the Plan.  U.S. trustee
Tracy Hope Davis said the Plan doesn't justify the "overly broad"
liability releases it provides to a wide range of parties, from
the company's leaders to its investors, creditor groups, unions
and others.

                  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.


BAYOU GROUP: Court Upholds Clawback Verdict Against Investors
-------------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that U.S. District
Judge Paul G. Gardephe on Monday upheld a jury verdict in a
bankruptcy clawback suit against investors in Bayou Group LLC who
cashed out before the public learned its hedge funds were a $450
million Ponzi scheme.

Law360 relates that Judge Gardephe said several investors who
withdrew more than $8 million from Bayou funds prior to its 2005
collapse had reason to believe that Bayou, which catered to
institutional investors, was insolvent.  That knowledge makes the
withdrawals fraudulent under bankruptcy law.

                         About Bayou Group

Based in Chicago, Illinois, Bayou Group LLC operated and managed
hedge funds.  The hedge fund that turned out to be a Ponzi scheme
and a receiver was subsequently appointed.  The Company and its
affiliates were sent to Chapter 11 on May 30, 2006 (Bankr.
S.D.N.Y. Lead Case No. 06-22306) to pursue recoveries for the
benefit of defrauded investors.  Elise Scherr Frejka, Esq., at
Dechert LLP, represents the Debtors in their restructuring
efforts.  Joseph A. Gershman, Esq., and Robert M. Novick, Esq., at
Kasowitz, Benson, Torres & Friedman, LLP, represent the Official
Committee of Unsecured Creditors.  Kasowitz, Benson, Torres &
Friedman LLP is counsel to the Unofficial Committee of the Bayou
Onshore Funds.  Sonnenschein Nath & Rosenthal LLP represents
certain investors.  Bayou Group estimated assets and debts of more
than $100 million in the Chapter 11 petition.

Bayou has filed lawsuits against former investors who allegedly
received fictitious profits and an inequitably large return of
their principal investments.  Jeff J. Marwil, Esq., at Jenner &
Block, was appointed on April 28, 2006, as the federal equity
receiver.  The receiver commenced adversary proceedings to recover
certain fraudulent transfers made by Bayou Group to investors.

The Bayou fraud resulted in three guilty pleas. Daniel Marino, the
head of finance, was sentence to a 20-year prison term despite his
cooperation with prosecutors.  James Marquez, a Bayou co-founder,
was sentenced to four years and three months in prison and told to
pay $6.2 million in restitution.  Another founder, Samuel Israel
III, was sentenced to 20 years following his guilty plea in
September 2005.


BELGRADE LOUNGE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Belgrade Lounge Inc.
        32 Main Street
        Belgrade, MT 59714

Bankruptcy Case No.: 12-60136

Chapter 11 Petition Date: February 2, 2012

Court: U.S. Bankruptcy Court
       District of Montana (Butte)

Debtor's Counsel: James A. Patten, Esq.
                  PATTEN, PETERMAN, BEKKEDAHL & GREEN, PLLC
                  The Fratt Building, Suite 300
                  2817 2nd Avenue N
                  Billings, MT 59101
                  Tel: (406) 252-8500
                  Fax: (406) 294-9500
                  E-mail: japatten@ppbglaw.com

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

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

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

The petition was signed by William G. Auger, president.


BELLMARK RECORDS: Judge Reserves Decision on Copyrights Tussle
--------------------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that a Texas federal judge
declined Friday to decide a decade long dispute by determining
whether music producer Alvertis Isbell lost the copyrights to
songs "Dazzey Duks" and "Whoomp! (There It Is)" during a
bankruptcy sale to publisher DM Records Inc.

In denying competing motions for summary judgment, Law360 relates,
U.S. District Judge Richard A. Schell said he could not determine
at this point whether the songs belonged to Isbell's recording
company, Bellmark Records, when it declared bankruptcy in 1997 and
its assets were sold to DM Records in 1999.

As reported in the April 4, 2011 edition of the TCR, ALVERTIS
ISBELL d/b/a ALVERT MUSIC, v. DM RECORDS, INC., Case No.
4:07-cv-00146 (E.D. Tex.), sought a declaratory judgment that
Alvert Music is the rightful owner of two musical compositions:
"Dazzey Duks" and "Whoomp! (There It Is)."  The events giving rise
to this suit begin with business conducted by two companies,
Alvert Music and Bellmark Records, each run by Mr. Isbell.
Bellmark was purportedly a record company, owning sound
recordings.  Alvert Music is, and has been, a music publishing
company, which owns musical compositions and not sound recordings.

During the early 1990's, Bellmark entered into agreements to
obtain the rights to the musical compositions for "Dazzey Duks"
and 50% of "Whoomp! (There It Is)" for its affiliated publishing
company, which was Alvert Music.  Bellmark retained for itself the
two sound recordings.  In 1997, DM Records secured licenses from
both of Mr. Isbell's companies to exploit both the musical
compositions and sound recordings at issue.  In April 1997,
Bellmark filed a Chapter 11 petition in the United States
Bankruptcy Court for the Eastern District of Texas, which petition
was later converted into a Chapter 7 petition.  In October 1999,
DM purchased the assets of Bellmark Records from the bankruptcy
estate, including the sound recordings of the two songs at issue.
Alvert Music has not sought bankruptcy protection.  Since that
time, DM allegedly has proceeded with regard to the two songs in a
manner inconsistent with Alvert Music's ownership of the musical
composition rights thereto.

In 2002, Mr. Isbell filed the lawsuit in the Northern District of
Texas.  That court transferred the matter to E.D. Tex. court, and
the magistrate judge referred it to the bankruptcy court.


BERNARD L. MADOFF: Trustee Seeks $61-Mil. in Cornerstone Suit
-------------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that the liquidating
trustee for Bernard L. Madoff's assets filed an amended complaint
Friday against investor Cornerstone Capital (Del) Inc. and its
president seeking to claw back $61 million that the trustee says
was bogus profit from the Ponzi scheme.

According to trustee Irving Picard, Cornerstone, David Pulver and
his wife received $61.7 in fictitious profits from their
investments in Bernard L. Madoff Investment Securities LLC and
were either aware or should have been aware that fraud was going
on, Law360 relates.

                      About Bernard L. Madoff

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

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

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

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

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

As of Feb. 8, 2012, Mr. Picard has recovered $8.7 billion for
investors.   A total of $325.5 million has been distributed to
investors.

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


B.G. BAZEMORE: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: B.G. Bazemore Holdings, LLC
        122 Pipemakers Circle, Suite 207
        Pooler, GA 31322

Bankruptcy Case No.: 12-40268

Chapter 11 Petition Date: February 6, 2012

Court: U.S. Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: C. James McCallar, Jr., Esq.
                  MCCALLAR LAW FIRM
                  P.O. Box 9026
                  Savannah, GA 31412
                  Tel: (912) 234-1215
                  Fax: (912) 236-7549
                  E-mail: mccallar@mccallarlawfirm.com

Scheduled Assets: $1,228,000

Scheduled Liabilities: $1,638,238

The Company?s list of its six largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/gasb12-40268.pdf

The petition was signed by Brent Bazemore, managing member.


BILL JOHNSON'S: Some Family Members Want Case Converted to Ch. 7
----------------------------------------------------------------
Bob McClay at KTAR.com reports that other members of Bill
Johnson's family that owns Big Apple wanted the restaurant's to be
in Chapter 7 bankruptcy.  A hearing took place on Jan. 31, 2012,
to determine the future of the restaurant, Mr. McClay notes.

Phoenix, Arizona-based Bill Johnson's Restaurants, Inc., doing
business as Bill Johnson's Big Apple Restaurants, filed a Chapter
11 petition (Bankr. D. Ariz. Case No. 11-22441) on Aug. 4, 2011.
Shelton L. Freeman, Esq., at Deconcini Mcdonald Yetwin & Lacy PC,
in Scottsdale, Arizona, serves as counsel to the Debtor.  The
Debtor estimated assets and debts of $1 million to $10 million.


BLITZ USA: Committee Can Retain Lowenstein Sandler as Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
the Official Committee of Unsecured Creditor of Blitz U.S.A.,
Inc., et al., permission to retain Lowenstein Sandler PC as its
bankruptcy counsel, effective as of Nov. 21, 2011.

As reported in the TCR on Jan. 20, 2012, as bankruptcy counsel to
the Committee, Lowenstein Sandler will:

   (a) provide legal advice as necessary with respect to the
       Committee's powers and duties as an official committee
       appointed under Section 1102 of the Bankruptcy Code;

   (b) assist the Committee in investigating the acts, conduct,
       assets, liabilities, and financial condition of the
       Debtors, the operation of the Debtors' businesses,
       potential claims, and any other matters relevant to the
       case, to the sale of assets or to the formulation of a plan
       of reorganization;

   (c) participate in the formulation of a Plan;

   (d) provide legal advice as necessary with respect to any
       disclosure statement and Plan filed in the Chapter 11 cases
       and with respect to the processes for approving or
       disapproving disclosure statements and confirming or
       denying confirmation of a Plan;

   (e) prepare on behalf of the Committee, as necessary,
       applications, motions, complaints, answers, orders,
       agreements and other legal papers;

   (f) appear in Court to present necessary motions, applications,
       and pleadings, and otherwise protect the interests of those
       represented by the Committee;

   (g) assist the Committee in requesting the appointment of a
       trustee or examiner, should such action be necessary; and

   (h) perform other legal services as may be required and that
       are in the best interests of the Committee and creditors.

Lowenstein Sandler's current hourly rates are:

     Members (principals)                 $435 - $895
     Senior Counsel                       $390 - $660
     Counsel                              $350 - $630
     Associates                           $250 - $470
     Paralegals and Assistants            $145 - $245

The firm will also seek for reimbursement of expenses.

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

                          About Blitz USA

Blitz U.S.A. Inc., is a Miami, Oklahoma-based manufacturer of
plastic gasoline cans.  The company, controlled by Kinderhook
Capital Fund II LP, filed for bankruptcy protection to stanch a
hemorrhage resulting from 36 product-liability lawsuits.

Parent Blitz Acquisition Holdings, Inc., and its affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case Nos. 11-13602 thru
11-13607) on Nov. 9, 2011.  The Hon. Peter J. Walsh presides over
the case.

Blitz USA disclosed $36,194,434 in assets and $41,428,577 in
liabilities in its schedules.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger,
represents the Debtors in their restructuring efforts.  The
Debtors tapped Zolfo Cooper, LLC, as restructuring advisor; and
Kurtzman Carson Consultants LLC serves as notice and claims agent.
Lowenstein Sandler PC from Roseland, New Jersey, represents the
Official Committee of Unsecured Creditors.

The Chapter 11 case is financed with a $5 million secured loan
from Bank of Oklahoma.  Bank of Oklahoma, as DIP agent, is
represented by Samuel S. Ory, Esq., at Frederic Dorwart Lawyers in
Tulsa.


BLITZ USA: Committee Has OK for FTI as Financial Advisor
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
the Official Committee of Unsecured Creditor of Blitz U.S.A.,
Inc., et al., permission to retain FTI Consulting, Inc., as its
restructuring and financial advisor, nunc pro tunc to Nov. 29,
2011.

As reported in the TCR on Jan. 19, 2012, FTI Consulting will,
among other things:

  (a) assist with the assessment and monitoring of the Debtors'
      short-term cash flow, liquidity, pre-petition claim
      payments and operating results;

  (b) assist with the review of any postpetition financing;

  (c) assist in the review and monitoring of asset sale
      processes, including, but not limited to an assessment of
      the adequacy of the marketing process, completeness of any
      buyer lists, review and quantification of any bids;

  (d) assist the Committee in the review of financial related
      disclosures required by the Court, including the Schedules
      of Assets and Liabilities, the Statement of Financial
      Affairs and Monthly Operating Reports; and

  (e) assist in the review of any proposed plans of
      reorganization and related disclosure statements.

FTI Consulting will seek payment (i) for compensation on a fixed
monthly basis of $75,000 per month for the first four months, in
accordance with Section 328(a) of the Bankruptcy Code, and on an
hourly basis thereafter, plus (ii) reimbursement of actual and
necessary expenses.

The firm's customary hourly rates are:

          Senior Managing Directors           $780 - $895
          Director/Managing Directors         $560 - $745
          Consultants/Senior Consultants      $280 - $530
          Administration/Associates           $115 - $250

FTI Consulting assures the Committee that it does not represent
any other entity having an adverse interest in connection with the
Debtors' cases.

                          About Blitz USA

Blitz U.S.A. Inc., is a Miami, Oklahoma-based manufacturer of
plastic gasoline cans.  The company, controlled by Kinderhook
Capital Fund II LP, filed for bankruptcy protection to stanch a
hemorrhage resulting from 36 product-liability lawsuits.

Parent Blitz Acquisition Holdings, Inc., and its affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case Nos. 11-13602 thru
11-13607) on Nov. 9, 2011.  The Hon. Peter J. Walsh presides over
the case.

Blitz USA disclosed $36,194,434 in assets and $41,428,577 in
liabilities in its schedules.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger,
represents the Debtors in their restructuring efforts.  The
Debtors tapped Zolfo Cooper, LLC, as restructuring advisor; and
Kurtzman Carson Consultants LLC serves as notice and claims agent.
Lowenstein Sandler PC from Roseland, New Jersey, represents the
Official Committee of Unsecured Creditors.

The Chapter 11 case is financed with a $5 million secured loan
from Bank of Oklahoma.  Bank of Oklahoma, as DIP agent, is
represented by Samuel S. Ory, Esq., at Frederic Dorwart Lawyers in
Tulsa.


BLITZ USA: Committee Can Retain Womble Carlyle as Co-Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
the Official Committee of Unsecured Creditor of Blitz U.S.A.,
Inc., et al., permission to retain Womble Carlyle Sandridge &
Rice, LLP, as its co-counsel, effective as of Nov. 21, 2011.

As reported in the TCR on Jan. 20, 2012, according to the
Committee, Womble Carlyle will work with Lowenstein Sandler PC to
avoid duplication of effort.

Womble Carlyle will, among other things:

   (a) provide legal advice as necessary with respect to the
       Committee's powers and duties as an official committee
       appointed under Section 1102 of the Bankruptcy Code;

   (b) assist the Committee in investigating the acts, conduct,
       assets, liabilities, and financial condition of the
       Debtors, the operation of the Debtors' businesses,
       potential claims, and any other matters relevant to the
       case, to the sale of assets or to the formulation of a plan
       of reorganization;

   (c) participate in the formulation of a Plan;

   (d) provide legal advice as necessary with respect to any
       disclosure statement and Plan filed in the Chapter 11 cases
       and with respect to the processes for approving or
       disapproving disclosure statements and confirming or
       denying confirmation of a Plan;

   (e) prepare on behalf of the Committee, as necessary,
       applications, motions, complaints, answers, orders,
       agreements and other legal papers;

   (f) appear in Court to present necessary motions, applications,
       and pleadings, and otherwise protect the interests of those
       represented by the Committee;

   (g) assist the Committee in requesting the appointment of a
       trustee or examiner, should such action be necessary; and

   (h) perform other legal services as may be required and that
       are in the best interests of the Committee and creditors.

Womble Carlyle's current hourly rates are:

         Members              $315 - $650
         Of counsel           $300 - $500
         Associates           $200 - $445
         Senior Counsel       $350 - $375
         Counsel              $250 - $430
         Paralegals           $100 - $270

The firm will also seek reimbursement of expenses.

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

                          About Blitz USA

Blitz U.S.A. Inc., is a Miami, Oklahoma-based manufacturer of
plastic gasoline cans.  The company, controlled by Kinderhook
Capital Fund II LP, filed for bankruptcy protection to stanch a
hemorrhage resulting from 36 product-liability lawsuits.

Parent Blitz Acquisition Holdings, Inc., and its affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case Nos. 11-13602 thru
11-13607) on Nov. 9, 2011.  The Hon. Peter J. Walsh presides over
the case.

Blitz USA disclosed $36,194,434 in assets and $41,428,577 in
liabilities in its schedules.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger,
represents the Debtors in their restructuring efforts.  The
Debtors tapped Zolfo Cooper, LLC, as restructuring advisor; and
Kurtzman Carson Consultants LLC serves as notice and claims agent.
Lowenstein Sandler PC from Roseland, New Jersey, represents the
Official Committee of Unsecured Creditors.

The Chapter 11 case is financed with a $5 million secured loan
from Bank of Oklahoma.  Bank of Oklahoma, as DIP agent, is
represented by Samuel S. Ory, Esq., at Frederic Dorwart Lawyers in
Tulsa.


BLITZ USA: Can Employ Duckwall & Company as Auctioneer
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Blitz U.S.A., Inc., et al., permission to employ Duckwall &
Company, Inc., as auctioneer for sale of certain property.

The Debtors are authorized to compensate Duckwall in accordance
with the terms of the Auction agreement; provided, however, that
any advertising expenses to be paid / reimbursed to the Auctioneer
will be capped at $22,500.  Prior to being paid / reimbursed any
Advertising Expenses, the Auctioneer will provide the Debtors, the
Official Committee of Unsecured Creditors and the Office of the
United States Trustee with reasonable documentation in support of
the Advertising Expenses.  The Committee, the Office of the UST
and the Debtors will have 5 business days to review the Expense
Documentation provided by the Auctioneer.  If a written objection
is filed to the Expense Documentation during the Expense Objection
Period, the Auctioneer will not be paid / reimbursed to the
objected-to Advertising Expenses absent further order of the Court
allowing the objected-to Advertising Expenses, agreement by the
parties that the amounts may be paid or withdrawal of the
objection.

A copy of the order approving the employment of Duckwall & Compay
as Auctioneer is available for free at:

http://bankrupt.com/misc/blitzusa.doc177.pdf

As reported in the TCR on Jan. 17, 2012, upon retention, the firm
will, among other things:

   a. conduct an auction on or before Feb. 28, 2012 on-site at the
      Debtor's facility;

   b. offer the Assets for sale by piece or by lot, or offer some
      or all of the assets for sale on auctioneer's Web site; and

   c. determine and implement appropriate advertising to sell the
      assets prior to an auction to potential buyers.

Pursuant to the Auction Agreement, Duckwall's compensation will
consist of (i) a charge of a buyer's premium of 12% of the sale
price of each asset sold that will be collected by Duckwall &
Company directly from the successful bidder, in addition to the
purchase price bid, and (ii) reimbursement from the sale proceeds
for any advertising expenses incurred in connections with the
auction.

Dan Duckwall, President of Duckwall & Company, attests that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

                          About Blitz USA

Blitz U.S.A. Inc., is a Miami, Oklahoma-based manufacturer of
plastic gasoline cans.  The company, controlled by Kinderhook
Capital Fund II LP, filed for bankruptcy protection to stanch a
hemorrhage resulting from 36 product-liability lawsuits.

Parent Blitz Acquisition Holdings, Inc., and its affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case Nos. 11-13602 thru
11-13607) on Nov. 9, 2011.  The Hon. Peter J. Walsh presides over
the case.

Blitz USA disclosed $36,194,434 in assets and $41,428,577 in
liabilities in its schedules.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger,
represents the Debtors in their restructuring efforts.  The
Debtors tapped Zolfo Cooper, LLC, as restructuring advisor; and
Kurtzman Carson Consultants LLC serves as notice and claims agent.
Lowenstein Sandler PC from Roseland, New Jersey, represents the
Official Committee of Unsecured Creditors.

The Chapter 11 case is financed with a $5 million secured loan
from Bank of Oklahoma.  Bank of Oklahoma, as DIP agent, is
represented by Samuel S. Ory, Esq., at Frederic Dorwart Lawyers in
Tulsa.


BRIDGEPORT CITY: Moody's Affirms 'Ba1' Tax Debt Underlying Rating
-----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 underlying rating
of the City of Bridgeport's (TX) general obligation limited tax
debt affecting $11.9 million in Moody's rated debt. Concurrently,
Moody's removes the outlook for possible downgrade.

SUMMARY RATINGS RATIONALE

The Bonds are payable from the levy and collection of a
continuing, direct, annual ad valorem tax, within the limits
prescribed by law, on all taxable property located within the
City. The affirmation of the Ba1 rating reflects the city's narrow
reserves, small tax base, and elevated debt burden. Removal of the
outlook for possible downgrade reflects finalized restructuring of
the city's $3.0 million obligation to Compass Bank. The following
detailed credit discussion is an update from our recent report
published 01 December 2011.

STRENGTHS

* New management team with one year of demonstrated cuts in
expenditures

CHALLENGES

* Weak financial position and narrow reserve levels

* Above average debt burden

* Significant reliance on economically sensitive sales tax
revenues

WHAT COULD MAKE THE RATING GO UP:

* Significant growth and diversification in assessed valuation

* Establishment of structurally balanced operations significantly
bolstering reserve position

WHAT COULD MAKE THE RATING GO DOWN:

* Further contraction of assessed valuation

* Inability to produce structurally balanced operations prolonging
narrow reserve position

PRINCIPAL METHODOLOGY

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


BRIDGEPORT REDEVELOPMENT: Court Rejects 7th Amended Plan
--------------------------------------------------------
Chief Bankruptcy Judge Lorraine Murphy Weil denied confirmation of
Bridgeport Redevelopment Inc.'s Seventh Amended Plan of
Reorganization, saying the "fair and equitable" requirement of 11
U.S.C. Section 1129(b)(2) has not been met.  Secured creditor
Manuel Moutinho, the trustee for the Mark IV Construction Company
401k Savings Plan, objects to the Plan.  Specifically, the trustee
objects to the Plan's treatment of his secured claim with respect
to the Debtor's property at 375 Connors Lane, Stratford,
Connecticut.

As a result of the Debtor's bankruptcy, 11 U.S.C. Sec. 1111(b)(1)3
provided Mr. Moutinho with the option of having its deficiency
treated as an unsecured claim (i.e., treated as if Mr. Moutinho
had "recourse" against the Debtor).  However, Mr. Moutinho
exercised an election under Section 1111(b)(2) to forego the
recourse offered under Section 1111(b)(1) in favor of having its
entire allowed claim treated as an allowed secured claim.  The
Plan proposes to treat the Secured Claim in relevant part as
follows: "If this class claims to be partially unsecured in an
amount greater than $50,000 and this class claims to be fully
secured and makes election under Sec. 1111(b), the property will
be surrendered in full satisfaction and extinguishment of any
debt, both unsecured and secured pursuant to mortgage dated March
29, 2006 in the principal amount of $690,000."

The Court said the Debtor may amend the Plan.

A copy of the Court's Feb. 7, 2012 Brief Memorandum and Order is
available at http://is.gd/xU9mHffrom Leagle.com.

Bridgeport Redevelopment Inc. filed a Chapter 11 petition (Bankr.
D. Conn. Case No. 10-33102) on Oct. 14, 2010.  It scheduled assets
of $1,024,103 and debts of $3,984,577.  The petition was signed by
Richard Urban, president.

The Debtor is represented by:

          Ira B. Charmoy, Esq.
          Michael A. Carbone, Esq.
          ZELDES NEEDLE & COOPER
          1000 Lafayette Blvd
          P.O. Box 1740
          Bridgeport, CT 06601
          Tel: (203) 333-9441
          Fax: (203) 333-1489
          E-mail: icharmoy@znclaw.com
                  mcarbone@znclaw.com

Counsel for Manuel Moutinho, Mark IV Construction Company 401(k)
Savings Plan Construction Company, Inc. and Manuel Moutinho,
Trustee for the Mark IV, is:

          Charles J. Filardi, Jr., Esq.
          FILARDI LAW OFFICES LLC
          65 Trumbull St.
          New Haven, CT 06510-1031
          Tel: 203-562-8388


BROADBENT CO: Places Georgetown Plaza in Chapter 11 Bankruptcy
--------------------------------------------------------------
The Indianapolis Star reports that Broadbent Co. has filed a
Chapter 11 bankruptcy for Georgetown Plaza at 4825-4959 W. 38th
St. in Indiana.  The report relates that the 111,600-square-foot
strip center, anchored by Uncle Bill's Pet Center, was valued at
$3.07 million in the filing.  The Indianapolis developer said it
faces a breach of contract and foreclosure lawsuit over the
property from lender U.S. Bank NA.  Over the past two years,
Broadbent has been in a fight with lenders over control of many of
its retail projects.

                 3 Other Affiliates in Chapter 11

The Indianapolis Business Journal notes that another Broadbent
subsidiary, Castleton Plaza LP, which owns the Castleton Plaza
strip mall along East 82nd Street in Indianapolis, filed for
Chapter 11 protection.  Castleton Plaza disclosed assets of nearly
$7.6 million, including more than $6.8 million in real property,
says Mr. Olson.  German American, a secured creditor, is seeking
to foreclose on the Castleton property.  It claims Castleton Plaza
owes nearly $8.7 million on the balance of a $9.5 million loan
made in August 2000, as well as $1.1 million in interest.
Additional fees bring the total to $10.1 million.  Castleton
Plaza filed for Chapter 11 protection (Bankr. S.D. Ind. Case No.
11-01444) in Indianapolis, Indiana, on Feb. 16, 2011.

Broadbent's White River Investments LP voluntarily filed for
Chapter 11 protection (Bankr. S.D. Ind. Case No. 10-15018) on Oct.
4, 2010.  The Company disclosed assets of $1.4 million and
liabilities of $1.3 million.

Broadbent's Greenwood Point LP, which owns the Greenwood Point
shopping mall, located close to Greenwod Shoppes, filed for
reorganization (Bankr. S.D. Ind. Case No. 10-00569) in January
2010.  Greenwood Point estimated both assets and liabilities of
between $1 million and $10 million.

Paul T. Deignan, Esq., at Taft Stettinius & Hollister LLP,
in Indianapolis, serves as counsel to the Debtors.


BUFFETS INC: Tries to Skip $3MM Tax Bill, Calif. Tax Board Says
---------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that a California tax
authority accused Buffets Restaurants Holdings Inc. on Thursday of
attempting to skip out on a $3 million tax bill left over from the
buffet chain's previous stint in Chapter 11.

In a motion filed in Delaware bankruptcy court, the state's
franchise tax board asked U.S. Bankruptcy Judge Mary F. Walrath to
protect its claim by vacating a prior order allowing Buffets to
pay $34 million in other tax obligations with proceeds from its
debtor-in-possession loan, according to Law360.

                        About Buffets Inc.

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

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

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

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

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

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


CAESARS ENTERTAINMENT: Amends 1.8 Million Common Shares Offering
----------------------------------------------------------------
Caesars Entertainment Corporation filed with the U.S. Securities
and Exchange Commission amendment no. 4 to Form S-1 registration
statement relating to the Company's offering of 1,811,313 shares
of common stock.

Prior to this offering, there has been no public market for the
Company's common stock.  The initial public offering price of the
Company's common stock is expected to be between $8.00 and $10.00
per share.  The Company has applied to list its common stock on
the Nasdaq Global Select Market under the symbol "CZR."  The
listing is subject to approval of the Company's application.

The Company has granted to the underwriters a 30-day option to
purchase up to 271,697 additional shares from the Company at the
initial public offering price less underwriting discounts and
commissions.

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

                        http://is.gd/aE1m9B

                    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.


CAPTAIN'S TABLE: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Rick Daysog at the Sacramento Bee reports that Captain's Table
Hotel LLC filed on Feb. 2, 2012, for Chapter 11 reorganization in
U.S. Bankruptcy Court in Sacramento, California, listing debts of
between $10 million and $50 million.

The report says the Chapter 11 filing staved off a foreclosure
sale that was scheduled on Feb. 3, 2012, by the hotel's lender,
Pasadena-based One West Bank.  Le Rivage had been under the
management of a court-appointed receiver who was put in place
after the hotel's developers defaulted on their bank loan in
September 2010, the report notes.

The report, citing court documents, relates that Captain's Table
said it owed One West Bank $30 million.  Hearn Construction of
Vaca-ville, which is owed $404,862, was the second largest secured
creditor.

Captain's Table Hotel LLC owns and operates the Le Rivage Hotel.


CB HOLDING: Court to Consider Plan Confirmation on Feb. 23
----------------------------------------------------------
Judge Mary Walrath will convene a hearing on Feb. 23, 2012, at
2:00 p.m. prevailing Eastern Time to consider confirmation of CB
Holding Corp., et al.'s Modified First Amended Joint Plan of
Liquidation.

Interested parties may file objections to the Plan until Feb. 17,
at 4:00 p.m.  Any Plan objections should be in writing and set
forth the particular basis for the objection.

The Debtors are authorized to file and serve Plan Supplements,
including the Liquidating Trust Agreement, no later than Feb. 10.

All ballots for the Plan must be received by the Claims Agent by
Feb. 14.

The latest version of the Plan and Disclosure Statement was filed
on Jan. 4.  The bankruptcy court approved the Amended Disclosure
Statement as containing adequate information on Jan. 5.  All
objections to the Disclosure Statement not otherwise withdrawn,
settled or resolved were overruled.

The Debtors' Plan is basically a liquidation plan.  The Amended
Disclosure Statement specifies that on the Effective Date, the
Plan Fund will be funded by a combination of funds aggregating
$1,777,000 plus any budgeted amounts not paid prior to the
Effective Date.

The Amended Disclosure Statement further specifies that Class 1
Senior Creditor Claims has an estimated 20% to 23% recovery on
their claims; and Class 4 General Unsecured Claims, aggregating
$120 million, has an estimated .01% to 1.1% recovery on their
claims.

It is anticipated, the Amended Disclosure Statement reveals, that
approximately $1,166,000 (not including any recoveries on account
of  Avoidance Actions) would be available for distribution to
General Unsecured Creditors in the Debtors' cases, with
approximately $482,000 of that amount not shared with the
Prepetition Lenders on account of the Prepetition Lenders
Deficiency Claims.

Copies of the Amended Plan and Disclosure Statement as well as the
redline versions of these documents are available for free at:

       http://bankrupt.com/misc/CBHOLDING_PlanDSJan4.pdf

                         About CB Holding

New York-based CB Holding Corp. operated 20 Charlie Brown's
Steakhouse, 12 Bugaboo Creek Steak House, and seven The Office
Beer Bar and Grill restaurants when it filed for bankruptcy
protection.  The Company closed 47 locations before filing for
Chapter 11.

CB Holding and its affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 10-13683) on Nov. 17, 2010.

After filing for Chapter 11, CB Holding sold 20 Charlie Brown's
locations for $9.5 million.  The 12 remaining Bugaboo Creek stores
realized $10.05 million while the seven The Office Restaurants
produced $4.675 million.

Joel H. Leviton, Esq., Stephen J. Gordon, Esq., Richard A.
Stieglitz Jr., Esq., and Maya Peleg, Esq., at Cahill Gordon &
Reindel LLP, in New York; and Mark D. Collins, Esq., Christopher
M. Samis, Esq., and Tyler D. Semmelman, Esq., at Richards, Layton
& Finger, P.A., in Wilmington, Delaware, assist the Debtors in
their restructuring effort.  The Garden City Group, Inc., is the
Debtors' notice, claims and solicitation agent.

Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones LLP,
in Los Angeles; and Bradford J. Sandler, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, represent the
Official Committee of Unsecured Creditors.

CB Holding estimated its assets at $100 million to $500 million
and debts at $50 million to $100 million.  At the outset of the
Chapter 11 case, the lenders were owed $70.2 million.


CDC CORP: Gets $249MM Offer for Shares in Software Subsidiary
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that CDC Corp. has found an
investor to buy its CDC Software Corp. subsidiary, a proposed $249
million sale that would leave the holding company without its most
valuable operating subsidiary but able to pay off the
multimillion-dollar legal judgment that forced it into bankruptcy
protection.

As reported in the Troubled Company Reporter on Jan. 25, 2012, CDC
Software Corp. is seeking to sell two of its subsidiaries, which
account for 28% of its annual revenues, to investment firm Marlin
Equity Partners for $60 million and has already executed a letter
of intent.

Hong Kong technology developer CDC Corp. on Jan. 17, 2012, sued
one of its subsidiaries to block the acquisition of two companies
by a private investment firm, arguing that the sale would cause
CDC Corp. shareholders to "lose substantial value, perhaps
irretrievably."

                          About CDC Corp.

Based in Atlanta, CDC Corp. (Nasdaq: CHINA) --
http://www.cdccorporation.net/-- is the parent company of CDC
Software (Nasdaq: CDCS).  CDC Software is based dually in
Shanghai, China, and Atlanta and produces enterprise software
applications, IT consulting services, outsourced applications
development and IT staffing.  The company's owners include Asia
Pacific Online Ltd., Xinhua News Agency and Evolution Capital
Management.

CDC Corporation, doing business as Chinadotcom, filed a Chapter
11 petition (Bankr. N.D. Ga. Case No. 11-79079) on Oct. 4, 2011.
James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout, PA,
in Atlanta, Georgia, serves as counsel.  Moelis & Company LLC
serves as its financial advisor and investment banker.  Marcus A.
Watson at Finley Colmer and Company serves as chief restructuring
officer.  The Debtor estimated assets and debts at $100 million
to $500 million as of the Chapter 11 filing.


CELLFOR CORP: Georgia Court Recognizes Canadian Proceeding
----------------------------------------------------------
The Hon. James E. Massey of the U.S. Bankruptcy Court for the
Northern District of Georgia has recognized the Canadian
bankruptcy proceedings of CellFor Corp. as a foreign main
proceeding.

The Court also granted a permanent injunction prohibiting U.S.
creditors of CellFor Inc. and CellFor Corp. from taking possession
or exercising control of the Company's assets, except as
authorized by The Bowra Group, Inc., the monitor appointed by a
Canadian court to oversee the company.

The Court related that there was no objection to the request for
recognition of the proceeding commenced by the Company in the
Supreme Court of British Columbia and the Petition satisfied the
requirements of section 1515 of the Bankruptcy Code.

                       About CellFor Corp.

Atlanta, Georgia-based CellFor Corp. is a Delaware corporation
formed for the purpose of contracting with U.S. nurseries at which
seedlings and trees developed by CellFor Inc. -- or CellFor BC --
are grown and developed.  The Company also serves as a U.S. sales
and marketing office for CellFor BC.  CellFor BC is a privately
held company constituted under the laws of Canada, having its head
office in Vancouver, British Columbia.  CellFor BC is in the
business of research, development and commercial sales of advanced
technologies relating to the cloning and genetic modification of
superior conifer seedlings for the forestry industry.  The
objective of CellFor BC was to select, produce and sell forestry
seedlings that provided better growth rates, disease resistance
and wood quality.  CellFor Corp. is entirely funded by CellFor BC,
its sole shareholder.

The Bowra Group Inc. was appointed Dec. 15, 2011, by the Supreme
Court of British Columbia, Vancouver Registry, as monitor for
CellFor Corp. in connection with a proceeding under the Companies'
Creditors Arrangement Act R.S.C. 1985, c. C-36.  As the Company's
foreign representative, Bowra Group then filed a petition under
Chapter 15 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No.
11-86263) on Dec. 20, 2011, seeking recognition of the Canadian
proceedings.  Judge Paul W. Bonapfel presides in the Chapter 15
case.  The Chapter 15 petition estimated $1 million to $10 million
in assets and debts for the Company.

The Monitor may be reached at THE BOWRA GROUP INC., and Bowra
Group is represented in the Chapter 15 case by: W. Neal McBrayer,
Esq., William A. DuPre, IV, Esq., Paul M. Alexander, Esq., and
Michael A. Coots, Jr., Esq. at Miller & Martin PLLC.


CHESAPEAKE ENERGY: S&P Changes Outlook to Negative on Weak Prices
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Oklahoma City-based Chesapeake Energy Corp., and on two related
entities--Chesapeake Oilfield Operating LLC and Chesapeake
Midstream Partners L.P. The outlooks on these three entities
were revised to negative from stable.

The ratings on Chesapeake reflect the company's satisfactory
business position as the second-largest producer of natural gas in
the U.S. (on a net basis) and as a rapidly-growing producer of
oil. The rating also reflects the company's "aggressive" financial
risk profile.

"Chesapeake has been responsible for 30% of natural gas production
growth in the U.S. over the past five years, and the company now
accounts for approximately 9% of U.S. production. Yet, while
advances in hydraulic fracturing and horizontal drilling
techniques used to exploit shale reserves have facilitated
Chesapeake's growth, the use of these techniques on an
industrywide basis has contributed to significant excess supply
(exacerbating the effect of a mild winter), depressing prices.
Thus, the NYMEX Henry Hub spot price is currently a very low $2.53
per million British thermal units (mmBTU), compared to $4.33 one
year ago. Under our most recent price deck, we assume an average
price of $3.00 per mmBTU in 2012 and $3.25 in 2013 in assessing
the earnings and cash flow prospects of natural gas producers,"
S&P said.

"We believe the likelihood of persisting weak natural gas prices
erodes the value of Chesapeake's massive sunk investment in gas-
related operations. In response to changing market conditions,
Chesapeake, like other North American exploration and production
(E&P) companies, is increasing its emphasis on liquids (crude oil
and natural gas liquids), pricing of which has been robust.
Chesapeake has given guidance that it expects liquids production
to account for 25% of its total production in 2012 and 30% in
2013, up from an estimated 16% in 2011. At current prices, liquids
would account for approximately 60% of Chesapeake's revenues
during the period 2012-2013, compared with an estimated 30% in
2011," S&P said.

"The rating depends on Chesapeake's demonstration of further
progress in expanding its liquids-related reserves and
production," said Standard & Poor's credit analyst Scott Sprinzen.
"The rating also depends on Chesapeake's ability to fund what will
likely be a very large gap over the next two years between its
operating cash flow and capital expenditures (including leasehold
investments), while avoiding an increase in financial leverage."

"We view maintenance of adjusted debt to EBITDA of less than 4.0x
as the threshold for the company to keep its current rating," S&P
said.


CHESAPEAKE OILFIELD: S&P Also Revises Outlook to Negative
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on U.S.-
based exploration and production company Chesapeake Energy to
negative as the company's operating cash flow is suffering from
depressed natural gas prices and S&P believes this will increase
the extent of its near-term free cash flow deficit.

"Based on this outlook revision for Chesapeake Energy, we are
similarly affirming the corporate credit rating and revising the
outlook to negative on Chesapeake Oilfield," S&P said.

"The ratings on Chesapeake Oilfield reflect the company's high
level of business integration with and ownership by Chesapeake
Energy. Although there is no formal guarantee of debt service by
parent Chesapeake Energy, we believe a high level of support is
implicit, given the strategic importance of Chesapeake Oilfield to
Chesapeake Energy's oil and natural gas development plans, along
with Chesapeake Energy's significant investment to date, 100%
ownership, management control, and shared name. Also, a service
agreement between the two entities stipulates the parent's
guaranteed minimum utilization of Chesapeake Oilfield.
Consequently, our rating on Chesapeake Oilfield is equal to the
rating on Chesapeake Energy at 'BB+' (two notches above Chesapeake
Oilfield's stand-alone credit profile), and any changes in the
ratings on Chesapeake Energy will likely cause the ratings on
Chesapeake Oilfield to change in lock-step," S&P said.

"Our stand alone credit profile (SACP) on Chesapeake Oilfield is
'bb-', reflecting our assessment of the company's 'weak' business
risk profile and 'aggressive' financial risk profile, as our
criteria define the terms. In accordance with our criteria, our
SACP incorporates the company's close business relationship with
Chesapeake Energy, but assumes no extraordinary support.
Chesapeake Oilfield's business risk profile reflects its 10-year
operating history (as a division within Chesapeake Energy), its
position as one of the top North American land drillers, and the
revenue visibility provided by having a multiyear services
agreement with Chesapeake Energy. Limited customer diversity
partly offset these strengths, as Chesapeake Energy accounts for
well over 90% of Chesapeake Oilfield's revenues and this will
likely remain the case," S&P said.

"Although Chesapeake Energy has recently announced a $2.2 billion
reduction in its targeted dry gas drilling expenditures in 2012,
these funds will most likely be reallocated to liquids-related
drilling, and therefore should not meaningfully reduce its total
planned exploration and development capital. However, even if
Chesapeake Energy elects to rein in capital expenditures, we
would expect it to lay down third-party rigs and cut third-party
oilfield services first, while continuing to use Chesapeake
Oilfield's rigs and services," S&P said.


CHINA TEL GROUP: Enters Into Consulting Agreement with NGSN
-----------------------------------------------------------
VelaTel Global Communications, Inc., formerly known as China Tel
Group, Inc., through its wholly owned subsidiary Gulfstream
Capital Partners Limited, entered into an Exclusive Consulting and
Technical Service Agreement with New Generation Special Technology
Communications Co., Ltd.

The Parties previously entered into a Business Cooperation
Agreement on Oct. 21, 2011.  The Business Agreement contemplates
the Parties will set up an offshore joint venture, which will then
set up a wholly foreign owned enterprise in the People's Republic
of China to provide services to a subsidiary company of NGSN for
certain telecom business that will be authorized by NGSN.  Since
WFOE and NGSN's Subsidiary are in the process of formation, the
Parties enter into the Agreement to expedite the progress of
cooperation, with the expectation that NGSN and Gulfstream will be
replaced by NGSN's Subsidiary and WFOE after their respective
formation and that the terms of the Agreement will be carried out
by NGSN's Subsidiary and WFOE.

Service fees will be in amounts mutually agreed.  Unless earlier
terminated or extended, the initial term of the Agreement is
fifteen years from the Effective Date.  Unless either Party sends
a written notice of non-extension prior to expiration, the
Agreement will be automatically renewed for consecutive additional
terms of five years.  The grounds for early termination are
prevention of performance due to a force majeure for a period of
six months or more, or insolvency or bankruptcy of either party
which would restrict the ability of that Party to conduct its
business.  In the event of termination, the amount of all Service
Fees already accrued will be paid within 30 days of demand.

The Company will provide proof of funds for US$500,000 within 30
days of the Effective Date, and will pay as needed from those
funds the amount required as registered capital for WFOE, with the
first injection paid within five business days of completion of
WFOE's registration to do business.  The Company also commits to
invest $18 million within twelve months of NGSN obtaining radio
frequency spectrum licenses in 3.5 or 1.8 GHz spectrum as CAPEX
and OPEX for WFOE.  The actual investment intensity and schedule
will comply with the Business Plan that will be jointly prepared
by NGSN's Subsidiary and WFOE.

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

                        http://is.gd/399UYd

                          About China Tel

Based in San Diego, California, and Shenzhen, China, China Tel
Group, Inc. (OTC BB: CHTL) -- http://www.ChinaTelGroup.com/--
provides high speed wireless broadband and telecommunications
infrastructure engineering and construction services.  Through its
controlled subsidiaries, the Company provides fixed telephony,
conventional long distance, high-speed wireless broadband and
telecommunications infrastructure engineering and construction
services.  ChinaTel is presently building, operating and deploying
networks in Asia and South America: a 3.5GHz wireless broadband
system in 29 cities across the People's Republic of China with and
for CECT-Chinacomm Communications Co., Ltd., a PRC company that
holds a license to build the high speed wireless broadband system;
and a 2.5GHz wireless broadband system in cities across Peru with
and for Perusat, S.A., a Peruvian company that holds a license to
build high speed wireless broadband systems.

Since the Company's inception until June 30, 2011, it has incurred
accumulated losses of approximately $242.36 million.  The Company
expects to continue to incur net losses for the foreseeable
future.

The Company's independent accountants have expressed substantial
doubt about the Company's ability to continue as a going concern
in their audit report, dated April 15, 2011, for the period ended
Dec. 31, 2010.  As reported by the TCR on April 21, 2011, Mendoza
Berger & Company, LLP, in Irvine, California, 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 has incurred a net
loss of $56,041,182 for the year ended Dec. 31, 2009, cumulative
losses of $165,361,145 since inception, a negative working capital
of $68,760,057, and a stockholders' deficit of $63,213,793.

The Company reported a net loss of $66,623,130 on $955,311 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $56,065,029 on $657,876 of revenue during the prior year.

The Company also reported a net loss of $17.97 million on $488,476
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $38.22 million on $729,701 of revenue for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $11.57
million in total assets, $22.22 million in total liabilities and a
$10.64 million total stockholders' deficit.


CHRISTIAN BROTHERS: Committee Wants Examiner to Manage Sale
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of The Christian Brothers' Institute and Christian Brothers
of Ireland, Inc., asks the U.S. Bankruptcy Court for the Southern
District of New York to order the appointment of an examiner in
the Chapter 11 cases.

The Committee proposes that the examiner be given the authority
to:

   1. retain professionals to advise and assist in the sale of
      real "salable property", including counsel, brokers, and
      surveyors;

   2. transfer title to the Salable Property to any party pursuant
      to Court order;

   3. obtain any records of the Debtors to assist in the sale
      of the Salable Property;

   4. access the Salable Property during business hours and
      upon 24 hours' notice, subject to the rights of any third
      party occupying the property if such party is not affiliated
      with the Debtors; and

   5. report on the value of the salable property and any sale
      thereof.

The Committee relates that the Debtors' primary scheduled assets
consist of twenty parcels of real property, which comprise 97% of
the estates' non-insurance assets.  The Committee adds that the
Debtors must sell their real property to satisfy creditors'
claims.

The Committee explains that Debtors have failed to fulfill their
fiduciary duty to maximize the value of their primary assets for
the benefit of creditors and are disregarding the additional harm
they will inflict upon the sex abuse survivors by delaying their
distributions.  They have sold one property and hired brokers to
sell three very minor properties.

The Committee is concerned that instead of maximizing value
through a properly designed sales process, the Debtors will end up
liquidating their real property at fire-sale prices and thereby
diminish creditors' recoveries in these cases.

The Committee set a March 1, 2012 hearing at 10:00 a.m., on the
requested appointment of an examiner.  Objections, if any, are due
Feb. 23, at 5:00 p.m.

             About The Christian Brothers' Institute

The Christian Brothers' Institute and The Christian Brothers of
Ireland filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011.
Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, serves
as the Debtors' bankruptcy counsel.  The Christian Brothers'
Institute disclosed assets of $63,418,267 and $8,484,853 in
liabilities.  CBOI estimated its assets at $500,000 to $1 million
and debts at $1 million to $10 million.


CIRCUS AND ELDORADO: Moody's Rates Note Offering at '(P)Caa1'
-------------------------------------------------------------
Moody's Investors Service placed Circus and Eldorado Joint
Venture's ratings under review direction uncertain following the
company's announcement that it is planning on refinancing its
existing $143 million senior secured mortgage notes due March 1,
2012 with $120 million second lien notes due 2020, cash on hand
and $10 million equity contribution from its parent companies. At
the same time, Moody's assigned a provisional (P)Caa1 rating to
Circus and Eldorado's proposed note offering.

The provisional ratings are subject to closure of the transaction
as proposed, and Moody's review of final documentation. Upon
completion of the transaction, the provisional ratings will be
removed and debt instruments will be rated Caa1.

Ratings placed on review direction uncertain (LGD assessments
subject to change):

Corporate Family Rating at Caa3

Probability of Default Rating at Caa3

$143 million senior secured mortgage notes due 2012 at Caa3

Rating assigned:

$120 million proposed second lien notes due 2020 at (P)Caa1 (LGD
4, 56%)

RATINGS RATIONALE

The uncertain review status considers that if the proposed
transaction does not close, Moody's believes there is a strong
possibility that Circus and Eldorado will default -- either
through a transaction that is deemed a distressed exchange or
through a bankruptcy filing -- as the company's existing mortgage
notes mature in less than 30 days, on March 1, 2012. At the same
time, if the transaction does close as proposed, Circus and
Eldorado's Corporate Family and Probability of Default ratings
would likely be upgraded two notches to Caa1. The upgrade would
reflect the relaxed maturity profile and modest reduction in
leverage following the refinancing. Pro forma debt/EBITDA is
expected to be around 6.0 times and EBIT/interest approximately
0.5 times, from 7.1 times and 0.4 times at September 30, 2011.

The Caa1 rating assigned to the proposed $120 million second lien
notes assumes the transaction closes as proposed and ultimately
results in a decision by Moody's to upgrade Circus and Eldorado's
Corporate Family Rating to Caa1. The proposed second lien notes
will represent the majority of the company's pro forma debt
capital structure, and as a result, would be rated the same as the
company's CFR. The only other piece of debt in the company's
capital structure is expected to be a $5 million first lien
revolver (which can be increased to $10 million if additional
commitments are received).

The principal methodology used in rating Circus and Eldorado 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.

Circus & Eldorado Joint Venture, a 50/50 joint venture between
Eldorado Limited Liability Company and Galleon, Inc., owns and
operates the Silver Legacy Resort Casino in Reno, Nevada. The
company generates annual net revenues of approximately $120
million.


CIRCUS AND ELDORADO: S&P Assigns Prelim. 'B-' Rating to Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned Circus and Eldorado
Joint Venture's (CEJV) proposed $120 million senior secured notes
its preliminary 'B-' issue-level rating. "We also assigned this
debt our preliminary recovery rating of '3', indicating our
expectation of meaningful (50% to 70%) recovery for lenders in
the event of a payment default," S&P said.

"The company plans to use proceeds from the proposed notes, a
portion of excess cash on the balance sheet and a proposed $10
million equity contribution, to repay its existing indebtedness.
In conjunction with the transaction, the company also plans to
enter into a new senior secured credit facility with borrowing
capacity of up to $5 million (unrated). Borrowing capacity may be
increased to $10 million if additional commitments are received.
Our preliminary ratings are subject to our review of final
documentation," S&P said.

"Our corporate credit rating on the company remains 'CCC-' and we
revised our CreditWatch implications to developing from negative,"
S&P said.

"The CreditWatch Developing listing reflects the downside risk
given near-term refinancing needs, but also reflects the upside
potential should the company successfully execute the proposed
transaction," said Standard & Poor's rating analyst Michael
Halchak. "CEJV has less than one month to maturity of its existing
approximately $143 million mortgage notes. Based on our cash flow
expectations for 2012 and beyond, and incorporating the likelihood
of higher interest costs given current market conditions, we
believe CEJV would find it challenging to generate sufficient cash
flow to support fixed charges under a refinanced capital structure
containing the full current debt burden. Further, while cash
balances are sizable and a portion could be used to reduce the
amount of debt CEJV would need in a recapitalization, we do not
believe this potential excess cash fully mitigates the refinancing
risk," S&P said.

"However, we believe the proposed transaction, which, in addition
to the use of excess cash balances, also includes a $10 million
equity contribution, increases the probability of a successful
refinancing. Even incorporating the potential for a higher
interest rate on the proposed notes than the current notes carry,
under our performance expectations, we believe CEJV would generate
sufficient cash from operations to support the proposed capital
structure. Therefore, in the event of a successful close of the
proposed transaction, we expect to raise our issuer credit rating
to 'B-', with a stable rating outlook," S&P said.

"We expect a low- to mid-single-digit decline in net revenue and
EBITDA for CEJV in 2012, because we expect the company to maintain
or slightly increase its market share while the Reno gaming market
continues to gradually decline. Under this performance
expectation, pro forma for the proposed transaction, leverage
would be in the low-6x area at the end of 2012 and coverage would
remain in the low- to mid-1x area. We believe CEJV will be cash
flow positive in 2012," S&P said.

"Over the longer term, we expect a modest increase in EBITDA in
2013 and 2014 as compared with 2012. We believe CEJV should
benefit from increased visitation, because Reno is holding two
major bowling tournaments (CEJV has traditionally attracted
customers from those tournaments, which we expect to continue in
future years) in both those years -- The USBC Open Tournament and
The USBC Women's Tournament -- compared with 2012, when Reno will
only host The USBC Women's Tournament," S&P said.

"CEJV is a joint venture of affiliates of MGM Resorts
International and Eldorado Resorts LLC. CEJV owns and operates a
single property, the Silver Legacy Resort Casino in Reno. Reno's
gaming revenues remain historically weak because of both increased
competition from Native American casinos in Northern California
over the past several years and economic weakness in more recent
years. Gaming revenues, as reported by the Nevada Gaming Control
Board, totaled roughly $562 million in 2010, compared with $754
million in 2007, a compound annual decline of approximately 7%.
Through November 2011, gaming revenues in Reno declined about 5%
from the comparable period last year," S&P said.

"We will continue monitoring CEJV's progress toward addressing its
upcoming debt maturity to resolve the CreditWatch. Absent a
successful refinancing by March 1, 2012, we would lower our rating
to 'D'. Additionally, if CEJV moves forward with a restructuring
plan that would result in any debtholders being offered less than
what we deem as full and timely payment under our ratings
criteria, we also expect to lower our rating to 'D'," S&P said.

"If CEJV can successfully execute the proposed transaction, we
would raise the corporate credit rating to 'B-' as, based on our
performance expectations, we believe CEJV would generate
sufficient cash flow to support fixed charges under the proposed
capital structure," S&P said.


CLARE AT WATER: Can Employ Deloitte FAS as Restructuring Advisor
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has granted The Clare at Water Tower permission to employ Deloitte
Financial Advisory Services LLP as its restructuring advisor,
retroactive to Nov. 14, 2011.

As reported in the TCR on Jan. 6, 2012, Deloitte FAS will, among
others:

   (a) advise and assist the Debtor in connection with its
       identification, evaluation, development, and
       implementation of restructuring strategies and tactics;

   (b) advise and assist the Debtor in its gaining an
       understanding of the business and financial impact of
       various available strategic restructuring alternatives,
       including evaluation of funding needs (e.g. debtor-
       inpossession financing sizing model);

   (c) advise and assist the Debtor in connection with its
       communications and negotiations with other parties,
       including, but not limited to, secured creditors,
       customers, suppliers, and other parties in interest;

   (d) advise and assist the Debtor in its financial
       restructuring process, including its implementation
       of appropriate accounting, financial reporting and
       operational preparations in advance of any bankruptcy
       proceeding; and

   (e) advise and assist the Debtor in its identification,
       evaluation and negotiation of debtor in possession
       financing.

In addition to the financial advisory services, the Debtor
requests Court approval for Deloitte FAS to provide the following
additional services pursuant to the terms and conditions set forth
in the Engagement Letter:

   (1) advise and assist the Debtor's management with its post-
       petition management of cash and cash flow reporting to
       the DIP Lender and prepetition stakeholders;

   (2) advise and assist Debtor's management, Debtor's legal
       counsel and Debtor's claims and noticing agent in
       preparation of the required Schedules of Assets and
       Liabilities, Statement of Financial Affairs and
       Monthly Operating Reports; and

   (3) advise and assist Debtor's management, Debtor's legal
       counsel and Debtor's investment banking advisors in
       responding to third-party due diligence requests,
       including, inter alia, potential asset sales.

Deloitte FAS intends to charge for its professional services on an
hourly basis in accordance with its ordinary and customary hourly
rates in effect on the date the services are rendered and seek
reimbursement of actual and necessary out-of-pocket expenses.

The positions and current hourly rates of the Deloitte FAS
personnel currently expected to have primary responsibility for
providing services to the Debtor are:

       Partners/Principals/Directors     $495 to $595
       Senior Managers                       $465
       Managers                              $365
       Senior Associates/Associates          $260
       Paraprofessionals                     $125

Louis E. Robichaux IV, Principal of Deloitte Financial Advisory
Services LLP, attests that the firm is a "disinterested person,"
as that term is defined in Section 101(14) of the Bankruptcy Code.

                 About The Clare at Water Tower

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

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

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


CLARE AT WATER: Panel Can Retain FTI Consulting as Fin'l Advisor
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has granted the Official Committee of Unsecured Creditors of The
Clare at Water Tower permission to retain FTI Consulting, Inc., as
financial advisor, retroactive to Dec. 9, 2011.

As reported in the TCR on Jan. 16, 2012, upon retention, FTI
Consulting will, among others:

   a. assist with the assessment and monitoring of the Debtor's
      short term cash flow, liquidity, and operating results;

   b. assist in the review of the terms of the DIP financing and
      use of cash collateral; and

   c. assist in the review of the terms of retention of the
      Debtor's advisor.

Martin L. Cohen 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 based on the hourly
rates of its professionals:

               Personnel                   Rates
               ---------                   -----
     Senior Managing Directors           $780-$895
     Directors/Managing Directors        $560-$745
     Consultants/Senior Consultants      $280-$530
     Administration/Paraprofessional     $115-$230

                 About The Clare at Water Tower

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

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

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


COMMUNITY TOWERS: CIBC & U.S. Trustee Balk at Lack of Disclosures
-----------------------------------------------------------------
CIBC, Inc., complains that the Disclosure Statement for the Joint
Plan of Reorganization filed by Debtors Community Towers I, II,
III and IV, LLC has "two fundamental problems".  CIBC says that
the first is that parts of it read like a complaint rather than a
presentation of facts. The other is that the rest of it contains
very little hard information that would enable a creditor to make
an informed decision whether to support the Plan.

CIBC is represented by:

         Adam A. Lewis, Esq.
         Kristin A. Hiensch, Esq.
         MORRISON & FOERSTER LLP
         425 Market Street
         San Francisco, California 94105-2482
         Tel: (415) 268-7000
         Fax: (415) 268-7522
         E-mail: ALewis@mofo.com
                 KHiensch@mofo.com

August B. Landis, Acting U.S. Trustee for the Northern District of
California, also objects, citing that the Disclosure Statement
does not contain adequate information as for creditors to make an
informed decision about whether to vote for the plan.

Emily S. Keller, Esq., representing the U.S. Trustee, states that
it is not clear how much is owed or will be paid to Class 6
general unsecured creditors.  Ms. Keller notes that it appears
from the language in the Disclosure Statement that Mr. and Mrs.
Feece's insider unsecured debt (Class 7) could be paid in full
before other general unsecured creditors were paid in full.  The
U.S. Trustee also notes that the attached budget does not appear
to accurately reflect payments and balances over the course of the
plan.

                        The Chapter 11 Plan

Community Towers I, LLC and its debtor affiliates submitted to the
U.S. Bankruptcy Court for the Northern District of California a
proposed Joint Plan of Reorganization and Disclosure Statement on
Dec. 23, 2011.

As reported in the Troubled Company Reporter on Jan. 10, 2012, the
key features of the Plan include:

   -- profitable operation of the Debtors' 305,000 sq. ft. office
      complex located at 111 West Saint John Street and 111 North
      Market Street, San Jose, California;

   -- satisfaction or disallowance of claims against the Debtors;

   -- success in pursuing an action against CIBC, Inc., the
      Debtors' lender, and the objection to the claims filed by
      CIBC; and

   -- assumption of executory contracts and unexpired leases.

Pursuant to the Plan, the Reorganized Debtors will continue to
lease units in the Office Complex Property and will use cash on
hand and cash generated from business operations to perform its
obligations under the Plan.  The Debtors have projected
conservative growth in lease revenue in the business plan through
the Plan term.

The Plan classifies 8 classes of claims against the Debtors:

  * The Class 1 Allowed Secured Claim of the Santa Clara County
    Tax Collector will be paid in full when due.

  * The Class 2 Allowed Secured Claim of CIBC is dependent on the
    resolution of the CIBC Action and the objection to the claim
    filed by CIBC.  The Debtors have scheduled a CIBC claim for
    $38.9 million, while CIBC filed a secured claim for $34.1
    million and an unsecured claim for $6 million.

    The Plan provides that CIBC will retain all liens, interests
    and other encumbrances affecting property of the Debtors
    granted in favour of CIBC prior to the Effective Date to the
    extent of the Allowed Secured CIBC Claim.  The principal
    amount plus the allowed accrued interest of the Allowed
    Secured Claim of CIBC will be paid over 10 years from the Plan
    Effective Date.

  * Class 3 Allowed Priority Claims will be allowed in full.

  * Class 4 Pre-paid Rent Claims and Class 5 Lease Deposit Claims
    will receive, on the Effective Date, a credit in an amount
    equal to the allowed claim to use in the normal course of
    business; provided that if a Class 5 holder is entitled to a
    refund of any deposit pursuant to the terms of the Tenant's
    Lease Agreement, that refund will be paid in 12 monthly
    instalments.

  * Class 6 Allowed General Unsecured Claims will be paid in full,
    plus interest, in 12 monthly installments.

  * The Class 7 Allowed General Unsecured Claims of John and
    Rosalie Feece, totalling $6.6 million, will be paid over 10
    years from the Effective Date with interest.

  * Class 8 Interests in the Debtors will remain unaltered.

On and after the Plan Effective Date, John L. Fleece will serve as
the Reorganized Debtors' chief executive officer.  He will also
manage the Reorganized Debtors' and will serve as disbursing
agent.

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

   http://bankrupt.com/misc/COMMUNITYTOWERS_DiscStmDec23.PDF

                    About Community Towers I LLC

Community Towers I LLC is a real estate investment company.
Community Towers I LLC and various affiliates -- Community Towers
II, LLC, Community Towers III, LLC, Community Towers IV, LLC --
filed a Chapter 11 petition (Bankr. N.D. Calif. Lead Case No.
11-58944) on Sept. 26, 2011, in San Jose, California.  John Walshe
Murray, Esq., at the Law Offices of Murray and Murray, in
Cupertino, California, serves as counsel to the Debtor.  Community
Towers I disclosed $51,939,720 in assets and $39,479,784 in
liabilities as of the Chapter 11 filing.


CONVERTED ORGANICS: Has 419.9 Million Outstanding Common Shares
---------------------------------------------------------------
Converted Organics Inc., as previously disclosed on Jan. 12, 2012,
issued a senior secured convertible note, in exchange for the
senior secured convertible note issued on Nov. 2, 2011, in the
aggregate original principal amount of $3,474,797, which had
$2,456,595 of principal outstanding on Jan. 12, 2012, immediately
prior to the exchange, for a senior secured convertible note in
the aggregate original principal amount of $2,456,595, as well as
additional consideration.  The terms of the Note are substantially
identical to the terms of the Original Note.

As of Feb. 6, 2012, the principal amount of the Note has declined
to $2,091,403.  From Jan. 31, 2012, until Feb. 6, 2012, a total of
$93,941 in principal had been converted into 77 million shares of
common stock.  Since the issuance of the Original Note, a total of
$1,758,597 in principal had been converted into 405 million shares
of common stock.  The Note holder is an accredited investor and
the shares of common stock were issued in reliance on Section 4(2)
under the Securities Act of 1933, as amended.

As of Feb. 6, 2012, the Company had 419,948,403 shares of common
stock outstanding.

                      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.


CYBEX INTERNATIONAL: Reaches Pact in Barnhard Liability Suit
------------------------------------------------------------
Cybex International, Inc., has reached a settlement in the product
liability litigation, Barnhard v. Cybex International, Inc.
Pursuant to the settlement, Cybex will pay to the plaintiff, net
of insurance, approximately $19,500,000, of which approximately
$18,500,000 will be paid at the consummation of the settlement
with the balance paid over seven years.  As part of the
settlement, Cybex will be released of all further liability with
respect to the litigation, which will be dismissed with prejudice.
Cybex will satisfy its cash obligation through available cash, its
existing line of credit and additional financing, which it is in
the process of arranging with its principal bank.

The settlement is subject to standard closing conditions,
including the execution of a definitive settlement agreement by
Cybex, the plaintiff and the third party defendant.  Cybex
anticipates that all conditions will be satisfied and funds
disbursed within the next 30 days.

As previously reported, Cybex currently is subject to possible de-
listing from the Nasdaq Stock Market due to its failure to comply
with the Nasdaq requirements for a minimum stockholders' equity of
$10,000,000, a minimum bid price for its common stock of $1.00 per
share and a minimum market value of publicly held shares of
$5,000,000.  Cybex is analyzing the impact the settlement will
have on its financial statements.  However, looking forward, Cybex
is confident that, once the settlement is reflected in the
Company's financial statements, its stockholders' equity will
exceed the $10,000,000 minimum required by Nasdaq.

Cybex Chairman and CEO John Aglialoro states, "The positive
financial impact of this settlement will be reflected in our Q4
results.  As we move past this lawsuit, Cybex remains a healthy
business and a leader in the fitness industry.  We are confident
of our future as we move forward with our Cybex team."

Cybex anticipates announcing 2011 results on or around Feb. 16,
2012.

                     About Cybex International

Medway, Mass.-based Cybex International, Inc. (NASDAQ: CYBI)
-- http://www.cybexintl.com/--is a manufacturer of exercise
equipment and develops, manufactures and markets strength and
cardiovascular fitness equipment products for the commercial and,
to a lesser extent, consumer markets.

The net loss was $454,000 on $97.1 million of net sales for the
nine months ended Sept. 24, 2011, compared with a net loss of
$1.1 million on $83.0 million of net sales for the nine months
ended Sept. 25, 2010.

The Company's balance sheet at Sept. 24, 2011, showed
$87.8 million in total assets, $103.0 million in total
liabilities, and a stockholders' deficit of $15.2 million.

As reported in the TCR on April 8, 2011, KPMG LLP, in Pittsburgh,
Pa., expressed substantial doubt about Cybex International's
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 a December 2010 jury verdict in a product
liability suit apportions a significant amount of liability to the
Company.  "The Company does not have the resources to satisfy a
judgment in this matter that has not been substantially reduced
from the jury verdict, which raises substantial doubt about the
Company's ability to continue as a going concern."


CYBEX INTERNATIONAL: Grace & White Discloses 8.6% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on Feb. 4, 2012, Grace & White, Inc.,
disclosed that it beneficially owns 1,470,376 shares of common
stock of Cybex International, Inc., representing 8.59% of the
shares outstanding.  As previously reported by the TCR on Jan. 31,
2003, Grace & White disclosed beneficial ownership of 940,100
shares.  A full-text copy of the amended filing is available for
free at http://is.gd/Ps2T9s

                     About Cybex International

Medway, Mass.-based Cybex International, Inc. (NASDAQ: CYBI)
-- http://www.cybexintl.com/--is a manufacturer of exercise
equipment and develops, manufactures and markets strength and
cardiovascular fitness equipment products for the commercial and,
to a lesser extent, consumer markets.

The net loss was $454,000 on $97.1 million of net sales for the
nine months ended Sept. 24, 2011, compared with a net loss of
$1.1 million on $83.0 million of net sales for the nine months
ended Sept. 25, 2010.

The Company's balance sheet at Sept. 24, 2011, showed
$87.8 million in total assets, $103.0 million in total
liabilities, and a stockholders' deficit of $15.2 million.

As reported in the TCR on April 8, 2011, KPMG LLP, in Pittsburgh,
Pa., expressed substantial doubt about Cybex International's
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 a December 2010 jury verdict in a product
liability suit apportions a significant amount of liability to the
Company.  "The Company does not have the resources to satisfy a
judgment in this matter that has not been substantially reduced
from the jury verdict, which raises substantial doubt about the
Company's ability to continue as a going concern."


DAVID 6: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: The David 6 Family Ltd. Partnership
          fka Daoud Family Ltd. Partnership
        c/o Lynn M. Brimer
        300 E Long Lake Road, Suite 200
        Bloomfield Hills, MI 48301

Bankruptcy Case No.: 12-42333

Chapter 11 Petition Date: February 2, 2012

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

Judge: Walter Shapero

Debtor's Counsel: Matthew P. Taunt, Esq.
                  CHARLES J. TAUNT & ASSOCIATES, PLLC
                  700 East Maple Road, Second Floor
                  Birmingham, MI 48009
                  Tel: (248) 644-7800
                  E-mail: mtaunt@tauntlaw.com

Scheduled Assets: $1,550,223

Scheduled Liabilities: $302,990

The Company's list of its seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/mieb12-42333.pdf

The petition was signed by Tarik Daoud, general partner.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Susie Auto Sales, LLC                 11-65273            10/13/11


DOE MOUNTAIN INVESTMENTS: Creditors File Joint Plan of Liquidation
------------------------------------------------------------------
Creditors C5-MFB Properties LLC and Billy L. Amick has filed a
joint plan of liquidation for Doe Mountain Investments, LLC, and
Doe Mountain Development Group, Inc., dated Jan. 20, 2012.

Under the joint plan of liquidation, administrative claims,
priority tax claims and priority non-tax claims are unimpaired and
will be paid on the effective date or when the claims become
allowed.

The classes and treatment of claims against Doe Mountain
Investments are:

     A. Class 1 (Claims of C5-MFB) will be paid in full on the
        latter of the closing date or the effective date.  C5-MFB
        will retain its lien securing the allowed secured claims
        until all distributions have been made.  The deficiency
        claim of C5-MFB is waived.

     B. Class 4 (Unsecured claims) will receive cash on the later
        of the closing date, or the effective date, or the claim
        becomes allowed.

     C. Class 5 (Claims of Equity Interests) will receive their
        pro rata share of the proceeds of the purchase price
        allocated to Doe Investments after payment of unclassified
        claims, C5-MFB claims and unsecured claims.

Classes 2 and 3 and intentionally omitted under the plan for Doe
Investments.

The classes and treatment of claims against Doe Mountain
Development are:

     A. Class 1 (Claims of C5-MFB) will be paid in full on the
        latter of the closing date or the effective date.  C5-MFB
        will retain its lien securing the allowed secured claims
        until all distributions have been made.  The deficiency
        claim of C5-MFB is waived.

     B. Class 2 (Claims of Amick) will be paid the settlement
        payment in full on the later of the closing date and the
        effective date.  Amick will retain its lien securing the
        allowed secured claims until all distributions have been
        made.  The deficiency claim of Amick is waived.

     C. Class 3 (Secured Claim of Clear Creek Construction) will
        receive $96,395.45 in full satisfaction of the claim on
        the later of the closing date and the effective date.
        Clear Creek will retain its lien securing the allowed
        secured claims until all distributions have been made.
        The deficiency claim of Clear Creek is waived.

     D. Class 4 (Unsecured claims) will receive cash will on the
        later of the closing date, or the effective date, or the
        claim becomes allowed.

     E. Class 5 (Claims of Equity Interests) will receive their
        pro rata share of the proceeds of the purchase price
        allocated to Doe Investments after payment of unclassified
        claims, C5-MFB claims and unsecured claims.

C5-MFB Properties LLC is represented by:

         D. Allen Grumbine, Esq.
         WOMBLE CARLYLE SANDRIDGE & RICE LLP
         550 South Main St., Suite 400
         Greenville, S.C. 29603

Billy L. Amick is represented by:

         John A. Walker Jr.
         Walker & Walker P.C.
         Knoxville, Tennessee 37901

A copy of the Plan of Liquidation is represented by:

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

                  About Doe Mountain Investments

Doe Mountain Investments LLC of Greenville, South Carolina, filed
for Chapter 11 bankruptcy (Bankr. D.S.C. Lead Case No. 11-05275)
on Aug. 24, 2011.  Randy A. Skinner, Esq., at Skinner Law Firm,
LLC, serves as the Debtors' counsel.  Doe Mountain Investments
estimated assets at $10 million to $50 million and debts at
$1 million to $10 million.

Doe Mountain Investments' affiliate, Doe Mountain Development
Group, Inc., filed separate Chapter 11 petitions on the same day.
Doe Mountain Development posted assets of $22,001,249
and debts of $6,595,473.


DOWLING COLLEGE: Moody's Confirms Caa1 Rating on Two Bond Series
----------------------------------------------------------------
Moody's Investors Service has confirmed the Caa1 rating on Dowling
College's Series 1996 and 2002 bonds. The Series 2002 bonds were
issued through the Town of Brookhaven Industrial Development
Agency, and the Series 1996 bonds were issued through the Suffolk
County Industrial Development Agency. The outlook is negative.

SUMMARY RATING RATIONALE:

The Caa1 rating is based on a declining enrollments, low balance
sheet reserves relative to debt and operations and thin operating
margins, including heavy reliance on unusually large gifts from a
board member in FY 2010 and 2011 in order to balance operations.
The negative outlook reflects our expectation that the College's
operations will remain challenged, especially in the near term,
driven by fall 2011 enrollment decline.

CHALLENGES

*Challenged market position evidenced by a trend of enrollment
declines and weak freshman selectivity (ratio of number of
admitted students to number of applications received) and
matriculation rates (ratio of number of enrolled freshmen to
number of admitted students). In fall 2011, Dowling enrolled 3,377
full-time equivalent (FTE) students, 15% below the fall 2010
level, at its two campuses on the southern shore of Long Island,
NY. Dowling's weak freshmen selectivity (fall 2011: 78.5%) and
matriculation levels (fall 2011: 18.5%) further highlight the
significant amount of competition from both other local private
and public universities.

*Thin liquidity position with expendable financial resources
covering debt by 0.13 times and operating expenses by 0.11 times
in FY 2011.

*Weak operating performance with consistent reliance on $2 million
line of credit and on unusually high level of unrestricted gifts
from the board ($4 million in both FY 2010 and FY 2011).

*Undiversified revenue base with student charges accounting for
the largest portion of the operating revenues (about 90% in FY
2011, excluding the $4 million gift, student charges would have
represented 94% of operating revenue).

STRENGTHS

*Large enrollment base of 3,377 full-time equivalent students
(FTE) in fall 2011 and diversified program offerings including
degrees in arts, sciences, business administration, and education.

*Trend of growth in net tuition per student. In FY 2011, the
College generated $15,785 of net tuition per student, a 7%
increase over FY 2010.

Outlook

The negative outlook reflects our view that operations will remain
challenged in the near-term as the College responds to the
enrollment declines in a competitive market environment. The
negative outlook also incorporates the consistently heavy reliance
on the operating line of credit and on the contributions from the
board for operating cash requirements.

WHAT COULD MAKE THE RATING GO UP

A rating upgrade is highly unlikely in the intermediate term. In
the long term, significant growth in liquidity, coupled with
strengthening of operating performance and stabilization of
enrollment .

WHAT COULD MAKE THE RATING GO DOWN

The rating could be downgraded in the event that the College does
not demonstrate significant progress towards improving its student
market position and at least stabilizing enrollment. In addition,
borrowing without commensurate growth of financial resources,
inadequate annual debt service coverage, and inability to achieve
at least balanced operating performance, absent unusual levels of
philanthropic support from the board, could result in a downgrade.

PRINCIPAL METHODOLOGY USED

The principal methodology used in this rating was U.S. Not-for-
Profit Private and Public Higher Education published in August
2011.


DOUGLAS PINES: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Douglas Pines, LLC
        4350 Valnorth Drive
        Valdosta, GA 31602

Bankruptcy Case No.: 12-70165

Chapter 11 Petition Date: February 6, 2012

Court: U.S. Bankruptcy Court
       Middle District of Georgia (Valdosta)

Debtor's Counsel: William Orson Woodall, Esq.
                  WOODALL AND WOODALL
                  P.O. Box 3335
                  1003 Patterson Street
                  Valdosta, GA 31604
                  Tel: (229) 247-1211
                  Fax: (229) 247-1636
                  E-mail: will@orsonwoodall.com

Scheduled Assets: $1,343,152

Scheduled Liabilities: $1,682,593

The Company?s list of its two largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/gamb12-70165.pdf

The petition was signed by James R. Hedgecock, president.


EAST HARLEM: Feb. 27 Bar Date for Proofs of Claim Set
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has established Feb. 27, 2012, as the deadline for filing of
proofs of claim in the Chapter 11 case of East Harlem Property
Holdings, LP.

About East Harlem

East Harlem Property Holdings, LP, is a limited partnership formed
in Delaware on March 13, 2007.  The Debtor owns 100% of the
limited liability company membership interests in 27 special
purpose entities), which own, in the aggregate, approximately
1,200 residential units and 50 commercial units located within 47
buildings located in New York, New York.  The Real Properties are
primarily located in an area bounded by 100th Street to the south,
188th Street to the north, Pleasant Avenue to the east and Park
Avenue to the west.

The Debtor filed for Chapter 11 relief (Bankr. S.D.N.Y. Case No.
11-14368) on Sept. 15, 2011.  Judge James M. Peck presides over
the bankruptcy case.  Joseph S. Maniscalco, Esq., and Jordan
Pilevsky, Esq., at Lamonica Herbst & Maniscalco, LLP, in Wantagh,
New York, represents the Debtor as counsel.  In its schedules, the
Debtor disclosed assets of $230,000,000 and liabilities of
$27,807,999.  The petition was signed by Linda Greenfield, vice
president of Harlem Housing, LLC, sole and managing member of East
Harlem GP, LLC, general partner.


EAST HARLEM: Files Schedules of Assets and Liabilities
------------------------------------------------------
East Harlem Property Holdings, LP, filed with U.S. Bankruptcy
Court the Southern District of New York its schedules of assets
and liabilities, disclosing:

    Name of Schedule              Assets         Liabilities
    ----------------            -----------      -----------
A. Real Property                        $0
B. Personal Property          $230,000,000
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                               $27,561,856
E. Creditors Holding
    Unsecured Priority
    Claims                                           $16,946
F. Creditors Holding
    Unsecured Non-priority
    Claims                                          $229,197
                                -----------      -----------
       TOTAL                   $230,000,000      $27,807,999

A copy of the schedules is available free at:

           http://bankrupt.com/misc/eastharlem.doc47.pdf

                         About East Harlem

East Harlem Property Holdings, LP, is a limited partnership formed
in Delaware on March 13, 2007.  The Debtor owns 100% of the
limited liability company membership interests in 27 special
purpose entities), which own, in the aggregate, approximately
1,200 residential units and 50 commercial units located within 47
buildings located in New York, New York.  The Real Properties are
primarily located in an area bounded by 100th Street to the south,
188th Street to the north, Pleasant Avenue to the east and Park
Avenue to the west.

The Debtor filed for Chapter 11 relief (Bankr. S.D.N.Y. Case No.
11-14368) on Sept. 15, 2011.  Judge James M. Peck presides over
the bankruptcy case.  Joseph S. Maniscalco, Esq., and Jordan
Pilevsky, Esq., at Lamonica Herbst & Maniscalco, LLP, in Wantagh,
New York, represents the Debtor as counsel.  In its petition, the
Debtor listed assets of between $100 million and $500 million and
debts of between $10 million and $50 million.  The petition was
signed by Linda  Greenfield, vice president of Harlem Housing,
LLC, sole and managing member of East Harlem GP, LLC, general
partner.


EL PASO: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: El Paso Four Seasons Business Park, LLC
        13141 Soleen Road
        El Paso, TX 79938

Bankruptcy Case No.: 12-30243

Chapter 11 Petition Date: February 6, 2012

Court: U.S. Bankruptcy Court
       Western District of Texas (El Paso)

Judge: H. Christopher Mott

Debtor's Counsel: Sidney J. Diamond, Esq.
                  DIAMOND LAW
                  3800 N. Mesa B-3
                  El Paso, TX 79902
                  Tel: (915) 532-3327
                  Fax: (915) 532-3355
                  E-mail: usbc@sidneydiamond.com

Scheduled Assets: $7,504,874

Scheduled Liabilities: $4,426,588

The Company?s list of its four largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/txwb12-30243.pdf

The petition was signed by Antonio Diaz, president.


EMMIS COMMUNICATIONS: Corre Holds 2.4 Million Preferred Shares
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Corre Opportunities Fund, LP, and its
affiliates disclosed that, as of Jan. 31, 2012, they beneficially
own 179,850 shares of 6.25% Series A Cumulative Convertible
Preferred Stock and 438,834 Common Stock of Emmis Communications
Corporation representing 7.42% and 1.27% of the shares
outstanding.  The percentages are based on 2,422,320 Preferred
Shares outstanding as of Feb. 1, 2012, and 34,446,113 shares of
Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1) of
the Securities Exchange Act of 1934 based on 34,407,279 shares
outstanding as of Jan. 4, 2012.  A full-text copy of the Amended
Schedule 13D is available for free at http://is.gd/PidpSG

                    About Emmis Communications

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

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

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

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

                           *     *     *

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

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

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


FAIRVIEW CROSSINGS: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Fairview Crossings, LLC
        1402 Twin Oaks Drive
        P.O. Box 606
        Lakewood, NJ 08701-0606

Bankruptcy Case No.: 12-12613

Chapter 11 Petition Date: February 2, 2012

Court: U.S. Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Kathryn C. Ferguson

Debtor's Counsel: Timothy P. Neumann, Esq.
                  BROEGE, NEUMANN, FISCHER & SHAVER, LLC
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484
                  Fax: (732) 223-2416
                  E-mail: tneumann@bnfsbankruptcy.com

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

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

The Company's list of its four largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/njb12-12613.pdf

The petition was signed by Joseph Ehrman, managing member.


FGIC CORP: Unsecured Creditors May Recover 6% Under Reorg. Plan
---------------------------------------------------------------
FGIC Corporation filed a Plan of Reorganization and corresponding
Disclosure Statement dated Feb. 3, 2012, with the U.S. Bankruptcy
Court for the Southern District of New York.

On Feb. 3, 2012, the Debtor and Financial Guaranty Insurance
Company executed a Plan Sponsor Agreement pursuant to which
Financial Guaranty will make an $11 million Cash contribution to
the Debtor and in exchange, the Debtor will assume the Amended Tax
Allocation Agreement.  The New York State Department of Financial
Services has authorized Financial Guaranty to enter into the Plan
Sponsor Agreement.

The Plan designates 8 classes of claims and interests in the
Debtor.

Under the Plan, on the Effective Date, the Company will fund
distributions to Holders of Allowed Claims in Classes 1 to 6 with
its existing Cash on hand plus the Contribution Amount less
certain other amounts necessary to fund the Reorganized Debtor's
anticipated reasonable operating expenses after the Effective
Date.  In addition, Holders of Allowed General Unsecured Claims
in Class 6 will receive common stock in the Reorganized Debtor.
The Debtor estimates that the Cash distributions to Holders of
Allowed Class 6 Claims will represent a value between 5.5% and
6% of the face value of those Claims.  Under the Original Plan,
those Holders were only to receive about 2% to 3% of the face
value of their claims.  Pursuant to the Plan, the Debtor will also
cancel debt obligations in the aggregate amount of approximately
$391.5 million.

Copies of the Plan, Disclosure Statement and Tax Allocation
Agreement are available for free at:

       http://bankrupt.com/misc/FGICCorp_PlanDSFeb3.pdf

A hearing will be convened on March 13, 2012, to consider approval
of the Disclosure Statement.  Objections are due by March 6.

                       About FGIC Corp.

New York-based FGIC Corporation is a privately held insurance
holding company.  FGIC Corp's main business interest lies in the
holdings of the bond insurer Financial Guaranty Insurance Company
-- http://www.fgic.com/-- and it depends on dividend payments by
FGIC for sustaining its operations.  FGIC had stopped paying
dividends to parent FGIC Corp. since January 2008.

FGIC Corp. filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 10-14215) on Aug. 3, 2010.  The bond insurer
subsidiary did not file for bankruptcy.

Paul M. Basta, Esq., Brian S. Lennon, Esq., at Kirkland & Ellis
LLP, in New York, serves as counsel to the Debtor.  Garden City
Group, Inc., is the Debtor's claims and noticing agent.   The
Official Committee of Unsecured Creditors tapped David Capucilli,
Esq., at Morrison & Foerster LLP, in New York as its counsel.  The
Debtor disclosed $11,539,834 in assets and $391,555,568 in
liabilities as of the Petition Date.


FOCUS BRANDS: S&P Affirms 'B' Corporate; Outlook Now Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Atlanta-
based Focus Brands Inc. to stable from positive. "At the same
time, we affirmed the 'B' corporate credit rating," S&P said.

"We are also assigning a preliminary 'B' issue-level rating and a
preliminary '3' recovery rating to the company's proposed first-
lien credit facilities, and a preliminary 'CCC+' issue-level
rating and a preliminary '6' recovery rating to the second-lien
facility," S&P said.

"The outlook revision reflects our opinion that the upgrade
potential is deferred in the next several years because of the
additional debt that the company is using to fund the dividend
payment," said Standard & Poor's credit analyst Andy Sookram. He
added, "As a result, we see the company maintaining leverage in
the 6x area and funds from operations (FFO) to debt of about 7%,
levels which we see as appropriate for the ratings, given our view
of the business risk profile."

"The stable outlook incorporates our view that while earnings will
likely remain flat, the company will use a meaningful portion of
cash flows for debt reduction, resulting in better credit
protection in the next year. We see EBITDA margins remaining at
about 41.8%, but leverage improving to 6.1x from 6.3x on a pro
forma basis for the dividend payment. In addition, FFO to debt
should improve slightly to 7% from 6.5x, still at thin levels,"
S&P said.

"We could lower the ratings if EBITDA margins decline to about
38%, which could occur from a run-up in commodity costs or
heightened competitive pressures, leading to leverage in the high-
6x area on a sustained basis. While we do not anticipate raising
the ratings in the near term, the change could result from greater
increases than we expect in same-store sales and more meaningful
debt reduction, with leverage staying under 5.5x and FFO to debt
in excess of 12% to 15%," S&P said.


FOUNTAIN POWERBOATS: Trustee Wants Case Converted to Chapter 7
--------------------------------------------------------------
U.S. Trustee Donald Walton asked the bankruptcy court on Feb. 3,
2012, to dismiss Fountain Powerboats' Chapter 11 bankruptcy case
or, in the alternative, appoint a Chapter 11 trustee.

According to the report, the motion questioned whether Ronald
Glass, who had been appointed the temporary receiver in North
Carolina, had the jurisdiction to file the Chapter 11 petitions.

The report says a North Carolina Business Court judge appointed
Mr. Glass a temporary receiver last October in First Capital's
case against Fountain Powerboats and other defendants.  First
Capital is seeking $61.04 million in damages from Fountain
Powerboats and other entities for the "borrower defendants'"
breach of loan agreements.

The report relates that Mr. Walton, in court papers, said Mr.
Glass did not seek or receive permission from the North Carolina
court to file the Chapter 11 petitions, and after the petition was
filed the North Carolina court said it no longer had jurisdiction
over Fountain and the other entities in the case.

Mr. Walton asked for an evidentiary hearing on his motion for Feb.
21, 2012, the day the court scheduled a hearing for another motion
to dismiss the Chapter 11 petitions, which was filed by Joseph
Wortley.

As reported by the Troubled Company Reporter on Feb. 1, 2012,
Fountain Powerboats filed for Chapter 11 bankruptcy protection,
listing more than $53 million in liabilities and less than $50,000
in assets.  Liberty Associates bought Fountain Powerboats from
Reggie Fountain after it went bankrupt the first time in 2009.

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


FREDERICK'S OF HOLLYWOOD: NYSE Amex Accepts Plan of Compliance
--------------------------------------------------------------
Frederick's of Hollywood Group Inc. disclosed that the NYSE Amex
LLC has accepted the Company's plan to regain compliance with
certain continued listing standards as set forth in Part 10 of the
Exchange's Company Guide by May 30, 2013 and will continue to list
the Company's common stock on the NYSE Amex during the extension
period.

As previously announced, on Nov. 30, 2011, the Company received a
notice from the Exchange indicating that the Company was not in
compliance with (a) Section 1003(a)(i) of the Company Guide,
resulting from shareholders' equity at July 30, 2011 of less than
$2 million and losses from continuing operations and/or net losses
in two of its three most recent fiscal years and (b) Section
1003(a)(ii) of the Company Guide with shareholders' equity of less
than $4 million and losses from continuing operations and/or net
losses in three of its four most recent fiscal years.  The Company
was afforded the opportunity to submit a plan to regain compliance
and on Jan. 6, 2012 presented its plan to the Exchange.

On Feb. 3, 2012, the Exchange notified the Company that it had
accepted the Company's plan of compliance and granted the Company
an extension until May 30, 2013 to evidence compliance with
Sections 1003(a)(i) and (ii) of the Company Guide.  The Company
will be subject to periodic review by the Exchange Staff during
the extension period.  Failure to make progress consistent with
the Plan or to regain compliance with the continued listing
standards by the end of the extension period could result in the
Exchange initiating delisting proceedings pursuant to Section 1009
of the Company Guide.

The Company's "FOH" trading symbol will continue to bear the
extension ".BC" to denote non-compliance until the Company regains
compliance with the Exchange's continued listing requirements.

                   About Frederick's of Hollywood

Frederick's of Hollywood Group Inc. -- http://www.fredericks.com/
-- through its subsidiaries, sells women's intimate apparel,
swimwear and related products under its proprietary Frederick's of
Hollywood? brand through 122 specialty retail stores, a world-
famous catalog and an online shop.


FRONTIER AIRLINES: Republic Prepares to Put Unit Up for Sale
------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that another airline is
readying itself for sale, as Republic Airways Holdings Inc.
prepares to make the pitch that its loss-making Frontier Airlines
unit is a good investment.

                      About Frontier Airlines

Based in Denver, Colorado, Frontier Airlines --
http://www.frontierairlines.com/-- is the second-largest jet
service carrier at Denver International Airport.

Frontier Airlines Holdings, Inc. and its affiliates filed for
Chapter 11 protection on April 10, 2008 (Bankr. S.D.N.Y. Case No.
08-11297 thru 08-11299).  Benjamin S. Kaminetzky, Esq., and Hugh
R. McCullough, Esq., at Davis Polk & Wardwell, represented the
Debtors in their restructuring efforts. Togul, Segal & Segal LLP
was the Debtors' Conflicts Counsel, Faegre & Benson LLP was the
Debtors' Special Counsel, and Kekst and Company was the Debtors'
Communications Advisors.

In June 2009, Republic Airways Holdings offered to acquire the
Debtors' assets for $108 million.  In July 2009, Southwest
Airlines countered with a $113.6 million bid.  In August 2009,
Republic won the bidding, paying $109 million and assuming about
$1 billion of debt and aircraft-lease obligations.

In September 2009, the Bankruptcy Court confirmed the Company's
Plan of Reorganization which was premised on the Republic deal.
Republic closed the deal in October 2009.  Frontier Airlines
became a wholly owned subsidiary of Indianapolis-based Republic,
along with Chautauqua Airlines, Lynx Aviation, Republic Airlines
and Shuttle America.


GALLUP CAMPER: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Gallup Camper Sales, Inc.
        2702 E. Historic Highway 66
        Gallup, NM 87301

Bankruptcy Case No.: 12-10376

Chapter 11 Petition Date: February 2, 2012

Court: U.S. Bankruptcy Court
       District of New Mexico (Albuquerque)

Judge: Robert H. Jacobvitz

Debtor's Counsel: P. Diane Webb, Esq.
                  DIANE WEBB ATTORNEY AT LAW, P.C.
                  P.O. Box 30456
                  Albuquerque, NM 87190-0456
                  Tel: (505) 243-0600
                  E-mail: diwebb@swcp.com

Estimated Assets: $0 to $50,000

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

The Company's list of its 10 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/nmb12-10376.pdf

The petition was signed by George Pollock, president.


GELT PROPERIES: Taps Evictions Unlimited as Landlord-Tenant Rep.
----------------------------------------------------------------
Gelt Properies, LLC, et al., ask the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania for permission to employ
Evictions Unlimited as special counsel to represent the Debtors in
the landlord-tenant matters.

The hourly rates of the firm's personnel are:

         Legal Fees                    $350
         Court Costs                   Price Varies
         Landlord-Tenant Officer       $175 (if necessary)

Court costs may vary based upon the amount owed, $83 if the amount
owed is $2,000 or less, and $105 if the amount owed is between
$2001 and $10,000 and $127 if the amount owed is over $10,000.

f the tenant does not leave after court date, it is possible that
the landlord-tanant officer may be called into to effectuate a
lock-out of the tenant.  If it is required, there will be an
additional fee of $175 which includes sheriff fees of $130.

To the best of the Debtors' knowledge, special counsel has no
connection with any creditor or any party-in-interest or their
respective attorneys in the case.

                       About Gelt Properties

Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC,
and affiliate Gelt Financial Corporation borrow money from
traditional lenders and make loans to commercial borrowers.  They
also acquire and manage real estate.  Gelt Properties and Gelt
Financial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and 11-
15826) on July 25, 2011.  Judge Magdeline D. Coleman presides over
the cases.  Albert A. Ciardi, III, Esq., Jennifer E. Cranston,
Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin,
P.C., in Philadelphia, Pa., serve as the Debtors' bankruptcy
counsel.  The petitions were signed by Uri Shoham, the Debtors'
chief financial officer.  The Debtors' other professionals
include: Eisenberg, Gold & Cettei P.C. as its special counsel to
provide proper legal counsel to the Debtors with regard to
defending against certain actions, Cohen and Forman as their
special counsel to advise them upon all matters which may arise or
which may be incident to the bankruptcy proceedings.

Gelt Properties disclosed $4,727,090 in assets and $4,842,792 in
liabilities as of the Chapter 11 filing.  Its affiliate, Gelt
Financial, has filed its schedules disclosing $20,340,725 in
assets and $17,050,558 in liabilities as of the Chapter 11 filing.

On Sept. 15, 2011, a committee of unsecured creditors was
appointed.  Schoff McCabe, P.C. represents the Committee.  Craig
Howe, CPA, and Howe, Keller & Hunter, P.C., serve as the
Committee's accountants.


GELT PROPERIES: Taps Dunne Wright as Maryland Property Manager
--------------------------------------------------------------
Gelt Properies, LLC, et al., ask the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania for permission to employ Dunne
Wright Services, LLC as property manager.

The Debtors require the services of Dunne Wright to manage
property located in (inner-city) Baltimore, Maryland at 4001 Main
Street, Baltimore, Maryland, in relation to:

   a. collecting delinquent rents and eviction procedures;

   b. property improvements and maintenance;

   c. construction management;

   d. contracting of professional services;

   e. negotiating and executing all leases, extensions, renewals,

   or other contracts or agreement, on behalf of the Debtors; and

   f. other general function.

Dunne Wright will perform management services for the Debtors with
compensation of 8% of gross rental amount received on all leases
or rental agreements with respect to the property.

To the best of the Debtors' knowledge, Dunne Wright has no
connection with any creditor or any party-in-interest or their
respective attorneys in the case.

                       About Gelt Properties

Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC,
and affiliate Gelt Financial Corporation borrow money from
traditional lenders and make loans to commercial borrowers.  They
also acquire and manage real estate.  Gelt Properties and Gelt
Financial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and 11-
15826) on July 25, 2011.  Judge Magdeline D. Coleman presides over
the cases.  Albert A. Ciardi, III, Esq., Jennifer E. Cranston,
Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin,
P.C., in Philadelphia, Pa., serve as the Debtors' bankruptcy
counsel.  The petitions were signed by Uri Shoham, the Debtors'
chief financial officer.  The Debtors' other professionals
include: Eisenberg, Gold & Cettei P.C. as its special counsel to
provide proper legal counsel to the Debtors with regard to
defending against certain actions, Cohen and Forman as their
special counsel to advise them upon all matters which may arise or
which may be incident to the bankruptcy proceedings.

Gelt Properties disclosed $4,727,090 in assets and $4,842,792 in
liabilities as of the Chapter 11 filing.  Its affiliate, Gelt
Financial, has filed its schedules disclosing $20,340,725 in
assets and $17,050,558 in liabilities as of the Chapter 11 filing.

On Sept. 15, 2011, a committee of unsecured creditors was
appointed.  Schoff McCabe, P.C. represents the Committee.  Craig
Howe, CPA, and Howe, Keller & Hunter, P.C., serve as the
Committee's accountants.


GENCORP INC: Reports $500,000 Net Income in Fourth Quarter
----------------------------------------------------------
GenCorp Inc. reported net income of $500,000 on $252.20 million of
net sales for the three months ended Nov. 30, 2011, compared with
a net loss of $600,000 on $226.30 million of net sales for the
same period during the prior year.

The Company reported net income of $2.90 million on $918.10
million of net sales for the year ended Nov. 30, 2011, compared
with net income of $6.80 million on $857.90 million of net sales
during the prior year.

GenCorp Inc.'s balance sheet as of Nov. 30, 2011, showed
$939.50 million in total assets, $1.14 billion in total
liabilities, $4.40 million in redeemable common stock, and a
$211.60 million total shareholders' deficit.

"We are very pleased to report continued improvement in our core
operating results," said Scott J. Seymour, GenCorp Inc. President
and CEO, and President, Aerojet - General Corporation.  "We will
remain focused in 2012 on delivering excellent performance to our
customers, driving efficiencies across our operations, and
creating value through the expansion of our business."

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

                        http://is.gd/tp122e

                         About GenCorp Inc.

Rancho Cordova, Calif.-based GenCorp Inc. (NYSE: GY)
-- http://www.GenCorp.com/-- is a manufacturer of aerospace and
defense products and systems with a real estate segment that
includes activities related to the re-zoning, entitlement, sale,
and leasing of the Company's excess real estate assets.

                          *     *     *

Standard & Poor's in February 2011 has raised its corporate credit
rating on GenCorp Inc. to 'B' from 'B-'.  S&P also raised its
rating on the company's first-lien secured debt to 'BB-' from 'B+'
and on the subordinated debt to 'CCC+' from 'CCC'.  The recovery
rating on the first-lien secured debt remains unchanged at '1',
and the recovery rating on the subordinated debt remains unchanged
at '6'.  The outlook is stable.

"We are raising its ratings on GenCorp by one notch to reflect the
company's improved liquidity position," said Standard & Poor's
credit analyst Lisa Jenkins.  "The ratings on GenCorp reflect its
highly leveraged capital structure, weak financial performance,
limited diversity, and modest scale of operations compared with
competitors.  Offsetting these challenges to some extent is the
company's good niche positions in aerospace propulsion and solid
backlog.  S&P characterize GenCorp Inc.'s business profile as weak
and its financial profile as highly leveraged."

As reported by the TCR on May 24, 2011, Moody's Investors Service
upgraded the corporate family and probability of default ratings
of GenCorp Inc. to B1 from B2.  The upgrade reflects the Company's
steady improvement to operating results, as a leading niche
supplier of solid and liquid rocket propulsion systems to prime
defense contractors.  Operating margins have grown to above 11%
(inclusive of Moody's standard adjustments) in the most recent
twelve-month period, resulting from growth in defense programs
that GenCorp supplies (THAAD, Aegis, PAC-3) and good cost
controls.  GenCorp's funded backlog has grown steadily over
several years, and is now about 90% of sales.  The level of
backlog provides good forward revenue visibility and compares
favorably with other defense suppliers.


GENTIVA HEALTH: Expects to Breach Financial Covenants This Year
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Gentiva Health Services Inc.
said it now expects the impact of an unfavorable Medicare ruling
to push it out of compliance with its financial covenant ratios
this year, a prediction it offered as it also reported its fourth-
quarter profit slumped 71% from a year earlier.

                       About Gentiva Health

Gentiva Health Services, Inc. is the largest provider of home
health and hospice services in the United States based on revenue.

Total net revenues for the quarter ended Oct. 3, 2010, was
$449.7 million, compared with $227.4 million in the 2010 third
quarter.  Loss from continuing operations was $479.7 million for
the third quarter of 2011, compared with income of $8.1 million in
the third quarter of 2010.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2012,
Standard & Poor's Ratings Services said its 'B-' rating on
Atlanta, Ga.-based home health provider Gentiva Health Service
Inc. remains on CreditWatch, where it was initially placed with
negative implications Nov. 3, 2011.


GEORGES MARCIANO: Wins Another Victory in the Court of Appeal
-------------------------------------------------------------
The co-founder of GuessJeans, Georges Marciano, has won another
victory in his Quebec "iron arm" over the seizure of his assets
and the recognition of the involuntary US bankruptcy declared
against him without having the opportunity to present a defence.
In a judgment rendered last Friday, the Quebec Court of Appeal
acknowledged the businessman and the interested third parties'
arguments and dismissed the demands of appellants
(PricewaterhouseCoopers, American trustee David Gottlieb and
former employees of Georges Marciano) to enforce major seizures
carried out in Old Montreal in September 2011?while waiting for
the Court of Appeal to pronounce itself on the judgment declaring
them illegal.

On December 8, the Honourable Justice Schrager, of the Superior
Court of Quebec, deemed the seizures illegal (money, property,
artworks, luxury cars, jewels, etc.) and cancelled them.

The Court of Appeal did not uphold the appellants' arguments
concerning the "urgency" of their requests and the fact that the
cancellation of the seizures caused them an irreparable
prejudice."  On the contrary, we must note that many of the assets
in question are hardly likely to evaporate" wrote the Court, in
French, in its decision.

PricewaterhouseCoopers has yet to reimburse the significant sums
of money seized last September, despite having been ordered to do
so on Dec. 8, 2011. US trustee David Gottlieb might also be
convicted for contempt of court for his own refusal to abide by
Justice Schrager's judgment.  The US trustee now maintains that
the Quebec courts have no jurisdiction to sentence him for
contempt of court.  This matter will be debated before Justice
Schrager on February 15 at the Montreal courthouse.

Review of the facts In 2009, Georges Marciano, now established in
Old Montreal, was sentenced by an American court to pay moral and
punitive damages of over $260 million to seven former employees,
based solely on the proceedings he initiated against them, without
having the opportunity to present a full defence.  The Honorable
Justice Schrager's decision specified that moral and punitive
damages of over $260 million would be deemed excessive under
Quebec and Canadian law.

Even though the said judgments for damages are under appeal, the
former employees obtained a US judgment in December 2010 to force
Marciano into bankruptcy and took steps to have this judgment
recognized in Canada in order to seize his assets.

In September 2011, the Superior Court of Quebec authorized a
drastic seizure of Georges Marciano's assets.  The seizures, which
were requested by the American trustee and PricewaterhouseCoopers,
were granted in secret, through a special procedure where
Mr.Marciano was neither present nor represented.

On Dec. 8, 2011, Justice Schrager cancelled the rulings of
September 2011 and declared the seizures illegal.  In his
decision, Justice Schrager ordered the US Trustee Gottlieb and
PricewaterhouseCoopers to return all assets seized to Mr. Marciano
and the third parties involved.  According to Justice Schrager,
the attorneys for the former employees, the US trustee and
PricewaterhouseCoopers had not fully and adequately revealed the
existence of essential facts, including pending appeals in the
United States.

                    About Georges Marciano

Georges Marciano is the co-founder of the apparel company Guess?,
Inc. and an investor in various companies and real estate
ventures.  Three of the five former employees of Mr. Marciano,
who won a $370 million libel judgment against him in July 2009,
filed an involuntary chapter 11 bankruptcy petition (Bankr. C.D.
Calif. Case No. 09-39630) against the Guess? Inc. co-founder on
Oct. 27 2009.  Mr. Marciano challenged the involuntary petition
for 14 months, and Judge Victoria S. Kaufman entered an order for
relief against Mr. Marciano on Dec. 29, 2010.


GETTY PETROLEUM: Committee Taps A&M as Financial Advisors
---------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Getty Petroleum Marketing Inc., et al., asks the U.S.
Bankruptcy Court for the Southern District of New York for
permission to retain the consulting firm Alvarez & Marsal North
America, LLC as its financial advisors.

Alvarez & Marsal will be, among other things:

   a) assisting with the evaluation, analysis and investigation of
      avoidance actions, including fraudulent transfers relating
      to or involving LUKOIL Americas Corporation, LUKOIL North
      America LLC, and their respective affiliates and
      subsidiaries and any of the Debtors or their respective
      affiliates;

   b) assisting with a review of the Debtors' cost/benefit
      evaluations with respect to the assumption or rejection of
      executory contracts and unexpired leases; and

   c) assisting with a review of the business model, operations,
      liquidity situation, properties, assets and liabilities,
      financial condition and prospects of the Debtors.

Under the terms upon which the Committee proposes:

   1) A&M will apply to the Court for allowances of compensation
      and reimbursement of expenses for its financial advisory
      support services;

   2) A&M will seek compensation on a fixed monthly basis of
      $75,000 per month during the pendency of these proceedings
      and a back end fee equal to 1% of the aggregate amount of
      all litigation recoveries by or on behalf of the Debtors or
      their estates that inure to the benefit the holders of
      unsecured claims; provided that the sum of the Monthly Fees
      and the Back End Fee will not exceed $2 million dollars,
      (unless the case exceeds 24 months, in which case said cap
      will not apply) plus reimbursement of actual and necessary
      expenses incurred by A&M.

   3) On a monthly basis, A&M will provide a Monthly Fee Statement
      that lists only the hours expended at a summarized level,
      including the total number of hours worked by professional
      and the total number of hours spent by task category.  Upon
      submission of the final fee application, A&M will provide an
      explanation of the type of work performed for each task
      category.

The Debtors will have no obligation to indemnify A&M for any claim
or expense that is either (i) judicially determined (the
determination having become final) to have arisen primarily from
A&M's bad faith, gross negligence or willful misconduct, or (ii)
settled prior to a judicial determination as to A&M's bad faith,
gross negligence or willful misconduct but determined by this
Court

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

                       About Getty Petroleum

A remnant of J. Paul Getty's oil empire, Getty Petroleum Marketing
markets gasolines, hydraulic fluids, and lubricating oils through
a network of gas stations owned and operated by franchise holders.
A former subsidiary of Russian oil giant LUKOIL, the company
operates in the Mid-Atlantic and Northeastern US states.  Getty
Petroleum Marketing's primary asset is the more than 800 gas
stations in the Mid-Atlantic states which are located on
properties owned by Getty Realty. After scaling back the company's
operations to cut debt, in 2011 LUKOIL sold Getty Petroleum
Marketing to investment firm Cambridge Petroleum Holding for an
undisclosed price.

Getty Petroleum and three affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case Nos. 11-15606 to 11-15609) on
Dec. 5, 2011.  Judge Shelley C. Chapman presides over the case.
John H. Bae, Esq., at Greenberg Traurig, LLP, serves as the
Debtors' counsel.  Getty Petroleum estimated $50 million to $100
million in assets and debts.  The petition was signed by Bjorn Q.
Aaserod, chief executive officer and chairman of the board.

The Official Committee of Unsecured Creditors is represented by
Wilmer Cutler Pickering Hale and Dorr LLP.


GLOBAL AVIATION: Receives Approval of First Day Motions
-------------------------------------------------------
Global Aviation Holdings Inc. received approval of all critical
motions at its "first-day" hearing in the United States Bankruptcy
Court for the Eastern District of New York (Brooklyn) presided
over by the Honorable Chief Judge Carla E. Craig.  Requests
included covering its obligations to employees and customers,
business operations, tax matters, cash management, fuel
procurement and insurance.

To ensure the Company continues to operate without interruption,
the Court has approved all requests, including the Company's
requests to access cash collateral and continue to use its current
cash management systems, which will support the other approved
requests including the continuation of existing employee salary
and benefit programs and ongoing payments to vendors and
suppliers.

"The approval of our first day motions allows us to focus on our
restructuring efforts," said Robert Binns, Chairman and Chief
Executive Officer of Global.  "Our hope is to move through this
process as quickly and efficiently as possible.  Approval of these
first day motions is the foundation upon which we will build as we
eliminate excess aircraft and reduce costs to compete effectively
in today's marketplace," continued Binns.

Global and certain of its affiliates commenced cases to reorganize
under chapter 11 of title 11 of the United States Code in the
United States Bankruptcy Court for the Eastern District of New
York (Brooklyn) on Feb. 5, 2012.  The chapter 11 cases are being
jointly administered under case number 12-40783 and are being
presided over by the Honorable Chief Judge Carla E. Craig.

                     About Global Aviation

Global Aviation Holdings Inc., based in Peachtree City, Ga., is
the parent company of North American Airlines and World Airways.
Global is the largest commercial provider of charter air
transportation for the U.S. military, and a major provider of
worldwide commercial global passenger and cargo air transportation
services.  North American Airlines, founded in 1989 and based in
Jamaica, N.Y., operates passenger charter flights using B757-200ER
and B767-300ER aircraft.  World Airways, founded in 1948 and based
in Peachtree City, Ga., operates cargo and passenger charter
flights using B747-400 and MD-11 aircraft.

Global Aviation, along with affiliates, filed Chapter 11 petitions
(Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012.

Global's lead counsel in connection with the restructuring is
Kirkland & Ellis LLP and its financial advisor is Rothschild.
Kurtzman Carson Consultants LLC is the claims agent.

The Debtors disclosed $589.8 million in assets and $493.2 million
in liabilities as of Dec. 31, 2011


GLOBAL AVIATION: Moody's Cuts PDR to 'D', CFR Now 'Ca'
------------------------------------------------------
Moody's Investors Service downgraded the Probability of Default
and Corporate Family ratings of Global Aviation Holdings, Inc. to
D and Ca, respectively, upon the filing for bankruptcy in the
Eastern District of New York by the company and certain of its
subsidiaries, including its two main operating subsidiaries, World
Airways and North American Airlines.  Moody's also lowered its
ratings on the company's $145 million of 14% senior secured notes
due August, 2013 to Caa3 from Caa1.  Moody's will withdraw all of
its ratings assigned to GAH.

Issuer: Global Aviation Holdings, Inc

   Downgrades:

   -- Probability of Default Rating, Downgraded to D from Caa3

   -- Corporate Family Rating, Downgraded to Ca from Caa3

   -- Senior Secured Regular Bond/Debenture Aug 15, 2013,
      Downgraded to Caa3 from Caa1:

   Loss Given Default Assessments:

   -- Senior Secured Regular Bond/Debenture Aug 15, 2013, a range
      of LGD2, 20 % from a range of LGD2, 21 %

   Outlook Actions:

   -- Changed To Stable From Rating Under Review

RATINGS RATIONALE

The company plans to use the bankruptcy process to achieve a
competitive cost and debt capital structure. The combination of
lower demand since the recent withdrawals or reductions of troops
from Iraq and Afghanistan, lower rates from the Air Mobility
Command and overcapacity in the market for commercial air freight
have restricted the company's cash flow generation. GAH intends to
utilize the reorganization process to achieve a lower labor cost
structure and right-size its fleet of leased aircraft to its
expected level of future demand.

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

Global Aviation Holdings, Inc. through its subsidiaries, World
Airways, Inc. and North American Airlines, Inc., provides non-
scheduled passenger and cargo air transportation services to the
Department of Defense's Air Mobility Command, as well as
commercial and charter air transportation.


GLOBAL AVIATION: Bankruptcy Prompts S&P to Cut Corp. Rating to D
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating and issue rating on Global Aviation Holdings Inc.'s senior
secured notes to 'D' from 'CCC-'. The ratings had been on
CreditWatch, where they were initially placed with developing
implications on Sept. 19, 2011. "We subsequently revised the
CreditWatch implications to negative on Dec. 9, 2011, mainly based
on our concerns about the company's liquidity," S&P said.

"The recovery rating on the first-lien debt remains '3',
indicating our expectation that lenders will receive meaningful
(50%-70%) recovery in the event of a payment default," S&P said.

"The 'D' ratings reflect Global's Chapter 11 bankruptcy filing on
Feb. 5, 2012. In early December 2011 we downgraded Global to 'CCC-
' from 'CCC' and revised the CreditWatch implications to negative
because of our concerns about the company's liquidity," said
Standard & Poor's credit analyst Lisa Jenkins. "At the time, we
said we believed the company could default, absent some type of
liquidity-enhancing transaction."

"Global has been experiencing significant earnings pressures over
the past year. High debt leverage and substantial debt service
requirements made Global especially vulnerable to this. Despite
efforts to reduce costs, improve internal operating efficiencies,
and address covenant issues, the company's liquidity position
deteriorated significantly. At the time of our last rating action,
we stated that the depressed state of commercial air cargo and the
likelihood of reduced demand from the military could lead to a
liquidity squeeze at the company, which had no bank lines and was
totally dependent on internally generated cash flow for
liquidity," S&P said.


HAWKER BEECHCRAFT: Hires Kirkland & Ellis for Restructuring Advice
------------------------------------------------------------------
Jet maker Hawker Beechcraft Inc., on Tuesday said it has hired
restructuring veteran Robert S. "Steve" Miller as its chief
executive.  Mike Spector, Erik Holm and Nathan Hodge, writing for
The Wall Street Journal, report that people familiar with the
matter said Hawker also has hired bankruptcy and restructuring
lawyers at Kirkland & Ellis LLP.

Based in Wichita, Kansas, Hawker doesn't plan to rush into a
bankruptcy filing, a person familiar with the matter said,
according to the report.

A Hawker spokeswoman didn't immediately respond to a request for
comment about the lawyers' hiring.  Hawker Beechcraft is also
being advised by Perella Weinberg Partners, the report notes.

Mr. Miller is currently chairman of American International Group
Inc.  He has had a long career spanning the automotive, steel and
waste-management industries, including stints at Delphi Corp.


HCA INC: Holdings Posts $1.9 Billion Net Income in Fourth Quarter
-----------------------------------------------------------------
HCA Holdings, Inc., reported net income attributable to HCA of
$1.93 billion on $7.76 billion of revenue for the fourth quarter
ended Dec. 31, 2011, compared with net income attributable to HCA
of $283 million on $7.16 billion of revenue for the same period a
year ago.

The Company reported net income attributable to HCA of
$2.46 billion on $29.68 billion of revenue for the year ended Dec.
31, 2011, compared with net income attributable to HCA Holdings,
Inc., of $1.20 billion on $28.03 billion of revenue during the
prior year.

HCA Holdings' balance sheet as of Dec. 31, 2011, showed
$26.89 billion in total assets, $33.91 billion in total
liabilities, and a $7.01 billion in total deficit.

"The Company had a strong performance in the quarter and for 2011,
showing substantial growth in a number of key areas," said Richard
M. Bracken, Chairman and Chief Executive Officer.  "We saw
continued and favorable growth in patient volumes, advancement in
our clinical quality agenda, the acquisition of complementary
assets in key markets and efficient operation of our facilities.
We believe we are well positioned as we enter 2012."

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

                        http://is.gd/vxN2Ii

                           About HCA Inc.

Headquartered in Nashville, Tennessee, HCA is the nation's largest
acute care hospital company with 162 hospitals and 104
freestanding surgery centers (including eight hospitals and eight
freestanding surgery centers that are accounted for using the
equity method) as of Sept. 30, 2010.  For the 12 months ended
Sept. 30, 2010, the company recognized revenue in excess of
$30 billion.


                            *     *     *

In May 2011, Moody's Investors Service upgraded the Corporate
Family and Probability of Default Ratings of HCA Inc. (HCA) to B1
from B2.  "The upgrade of HCA's rating reflects the considerable
progress the company has made in improving financial metrics and
managing the company's maturity profile since the November 2006
LBO," said Dean Diaz, a Moody's Senior Credit Officer. "While the
funding of distributions to shareholders at the end of 2010
increased debt levels, the growth in EBITDA and debt repayment
since the LBO have improved leverage metrics considerably from the
high levels seen just after the company went private," continued
Diaz.

As reported by the Troubled Company Reporter on March 14, 2011,
Moody's Investors Service commented that the completion of the IPO
by HCA Holdings, Inc., has no immediate impact on the company's B2
Corporate Family Rating.  The outlook for the ratings remains
positive.  While Moody's believes that the completion of the IPO
is a credit positive since proceeds are expected to be used to
repay outstanding debt, the estimated $2.6 billion of proceeds to
the company won't meaningfully reduce HCA's $28.2 billion debt
load.

In the March 16, 2011, edition of the TCR, Fitch Ratings has
upgraded its ratings for HCA Inc. and HCA Holdings Inc., including
the companies' Issuer Default Ratings which were upgraded to 'B+'
from 'B'.  The Rating Outlook is revised to Stable from Positive.
The ratings apply to approximately $28.2 billion in debt
outstanding at Dec. 31, 2010.  Fitch noted that HCA has made
significant progress in reducing debt leverage since it was taken
private in 2006 in a LBO which added $17 billion to the company's
debt balance; at Dec. 31, 2006, immediately post the LBO, debt-to-
EBITDA was 6.7x.  Most of the reduction in debt leverage over the
past four years was accomplished through growth in EBITDA, which
Fitch calculates has expanded by $1.7 billion or 40% to $5.9
billion for 2010 versus $4.2 billion in 2006.  Although the
company did not undertake a significant organizational
restructuring post the LBO, management has nevertheless been
successful in growing EBITDA and significantly expanding
discretionary free cash flow (FCF).  Fitch believes this was
accomplished through various operational initiatives, including
expansion of profitable service lines and the divestiture of some
under performing hospitals, as well as the generally resilient
operating trend of the for-profit hospital industry during the
recent economic recession despite the pressure of increased levels
of uncompensated care and generally weak organic patient volume
trends.


HCA INC: Moody's Says 'B1' Rating Unaffected by Dividend Payment
----------------------------------------------------------------
Moody's Investors Service commented that HCA Inc.'s (HCA)
announcement that it will pay a special dividend of $2.00 per
share, or about $1.0 billion in aggregate, has a modest negative
impact on the company's credit profile. That said, it has no
immediate impact on the ratings of the company, including the B1
Corporate Family and Probability of Default Ratings.

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

Headquartered in Nashville, Tennessee, HCA is the nation's largest
acute care hospital company with 163 hospitals owned and operated
by its subsidiaries as of December 31, 2011. For the year ended
December 31, 2011, the company recognized revenue in excess of $29
billion, net of the provision for doubtful accounts.


HOSTESS BRANDS: Arkansas Court Stays Suit v. Interstate Brands
--------------------------------------------------------------
District Judge J. Leon Holmes stayed the lawsuit, CORA HALVORSON,
Plaintiff, v. INTERSTATE BRANDS CORPORATION, Defendant, No.
4:12CV00017 JLH (E.D. Ark.), pending resolution of or relief from
IBC's bankruptcy proceeding, pursuant to a Feb. 2, 2012 Order
available at http://is.gd/sPqvBufrom Leagle.com.

Interstate Brands Corporation is represented by Russell A. Gunter,
Esq. -- rgunter@cgwg.com -- at Cross, Gunter, Witherspoon &
Galchus, P.C., in the lawsuit.

                       About Hostess Brands

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

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

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

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

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

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

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

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


HOUGHTON INTERNATIONAL: S&P Affirms 'B' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B' corporate credit and issue-level ratings, on Valley Forge,
Pa.-based Houghton International Inc. (Houghton). "At the same
time, we revised our recovery rating on the company's debt to '3'
from '4', indicating our expectation for a meaningful (50% to 70%)
recovery in the event of a payment default. The outlook is
stable," S&P said.

"The ratings on Houghton reflect the company's participation in
the highly competitive metalworking fluids industry, exposure to
cyclical end markets, volatile raw material cost base, private
equity ownership, and our expectation of highly leveraged
financial measures, which include 2012 funds from operations (FFO)
to total adjusted debt of roughly 10% to 12%," said Standard
& Poor's credit analyst Seamus Ryan.

"The company's leading market share position, the essential nature
of its products, and good geographic and customer diversity
partially offset these factors. We characterize Houghton's
business risk profile as 'weak' and its financial risk profile as
'highly leveraged,'" S&P said.

"The stable outlook reflects our expectation that Houghton will
maintain profitability and generate sufficient cash flow to
achieve FFO to total debt of about 12% over the next 12-18 months,
despite somewhat weak demand," S&P said.

"Based on our scenario forecasts, we could raise the ratings if
revenues grow at a slightly faster pace than the economy, and if
the company's gross margin increases by about 150 basis points. As
a result, we would expect FFO to adjusted debt to approach 15% on
a sustainable basis. Such a scenario could develop from better-
than-expected economic conditions in Europe and North America,
along with stable raw material costs and continued reduction in
production costs. To consider a higher rating, we would also need
further insight into the company's very aggressive financial
policies, including future acquisition plans," S&P said.

"While we consider this scenario less likely, we could lower the
ratings if sustained deterioration in economic conditions in
Europe and North America lead to volume and price declines such
that revenue decreases by roughly 10% and gross margin decreases
by more than 200 basis points. This could result in FFO to
adjusted debt approaching 5%. We could also lower the ratings if
Houghton's financial policy decisions result in increased debt
leverage," S&P said.


IMH FINANCIAL: Inks MOU with Unitholders in Delaware Class Action
-----------------------------------------------------------------
IMH Financial Corporation reached a tentative settlement in
principle to resolve all claims asserted by the plaintiffs in the
putative class action lawsuit captioned In re IMH Secured Loan
Fund Unitholders Litigation, pending in the Court of Chancery in
the State of Delaware against IMH, certain affiliated and
predecessor entities, and certain former and current officers and
directors of IMH, other than the claims of one plaintiff.  The
tentative settlement in principle, memorialized in a Memorandum of
Understanding, is subject to certain class certification
conditions, confirmatory discovery and final court approval.  The
MOU contemplates a full release and settlement of all claims,
other than the claims of the one non-settling plaintiff, against
IMH and the other defendants in connection with the claims made in
the Litigation.

These are some of the key elements of the tentative settlement:

   * IMH will offer $20.0 million of 4% five-year subordinated
     notes to members of the Class in exchange for 2,493,765
     shares of IMH common stock at an exchange rate of $8.02 per
     share

   * IMH will offer to Class members that are accredited investors
     $10.0 million of convertible notes with the same economic
     terms as the convertible notes previously issued to NWRA
     Ventures I, LLC

   * IMH will deposit $1.645 million in cash into a settlement
     escrow account (less $300,000 to be held in a reserve escrow
     account that is available for use by IMH to fund its defense
     costs for other unresolved litigation) which will be
     distributed (after payment of notice and administration costs
     and any amounts awarded by the Court for attorneys' fees and
     expense) to Class members in proportion to the number of IMH
     shares held by them as of June 23, 2010

   * IMH will enact certain agreed upon corporate governance
     enhancements, including the appointment of two independent
     directors to the IMH board of directors upon satisfaction of
     certain conditions (but in no event prior to Dec. 31, 2012)
     and the establishment of a five-person investor advisory
     committee (which may not be dissolved until such time as IMH
     has established a seven-member board of directors with at
     least a majority of independent directors)

   * provides additional restrictions on the future sale or
     redemption of IMH common stock held by certain IMH executive
     officers

   * IMH has vigorously denied, and continues to vigorously deny,
     that it has committed any violation of law or engaged in any
     of the wrongful acts that were alleged in the Litigation, but
     believes it is in the best interests of IMH and its
     stockholders to eliminate the burden and expense of further
     litigation and to put the claims that were or could have been
     asserted to rest.

There can be no assurance that the court will approve the
tentative settlement in principle.  Further, the judicial process
to ultimately settle this action is estimated to take a minimum of
six to nine months or longer.  If not approved, the tentative
settlement as outlined in the MOU may be terminated and IMH will
continue to vigorously defend this action.

                        About IMH Financial

Scottsdale, Ariz.-based IMH Financial Corporation was formed from
the conversion of IMH Secured Loan Fund, LLC, or the Fund, a
Delaware limited liability company, on June 18, 2010.  The
conversion was effected following a consent solicitation process
pursuant to which approval was obtained from a majority of the
members of the Fund to effect the Conversion Transactions and
involved (i) the conversion of the Fund from a Delaware limited
liability company into a Delaware corporation named IMH Financial
Corporation, and (ii) the acquisition by the Company of all of the
outstanding shares of the manager of the Fund Investors Mortgage
Holdings Inc., or the Manager, as well as all of the outstanding
membership interests of a related entity, IMH Holdings LLC, or
Holdings on June 18, 2010.

The Company is a commercial real estate lender based in the
southwest United States with over 12 years of experience in many
facets of the real estate investment process, including
origination, underwriting, documentation, servicing, construction,
enforcement, development, marketing, and disposition.  The Company
focuses on a niche segment of the real estate market that it
believes is underserved by community, regional and national banks:
high yield, short-term, senior secured real estate mortgage loans.
The intense level of underwriting analysis required in this
segment necessitates personnel and expertise that many community
banks lack, yet the requisite localized market knowledge of the
underwriting process and the size of the loans the Company seeks
often precludes the regional and community banks from efficiently
entering this market.

"Given the current state of the real estate and credit markets, we
believe the realization of full recovery of the cost basis in our
assets is unlikely to occur in a reasonable time frame and may not
occur at all, and we may be required to liquidate portions of our
assets for liquidity purposes at a price significantly below the
initial cost basis or potentially below current carrying values.
If we are not able to liquidate a sufficient portion of our assets
or access credit under the credit facility currently under
negotiation, there may be substantial doubt about our ability to
continue as a going concern. Nevertheless, we believe that our
cash and cash equivalents, coupled with liquidity derived from the
credit facility currently under negotiation and the disposition of
certain of the loans and real estate held for sale, will allow us
to fund current operations over the next 12 months," the Company
said in its Form 10-Q for the quarter ended Sept. 30, 2010.

As reported by the TCR on April 20, 2011, BDO USA, LLP, in
Phoenix, Arizona, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring losses and is not
currently generating sufficient cash flows to sustain operations

The Company reported a net loss of $117.04 million on
$3.75 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $74.47 million on $22.52 million of
total revenue during the prior year.

The Company also reported a net loss of $25.24 million on
$2.85 million of total revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $65.56 million on $2.78 million
of total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$249.51 million in total assets, $74.04 million in total
liabilities, and $175.47 million in total stockholders' equity.


INTERNATIONAL MEDIA: Taps Houlihan Lokey as Financial Advisor
-------------------------------------------------------------
International Media Group Inc. et al., ask the U.S. Bankruptcy
Court for the District of Delaware for authorization to employ
Houlihan Lokey Capital, Inc., as financial advisor and investment
banker for the Debtors, nunc pro tunc to the Petition Date.

As financial advisor and investment banker for the Debtors,
Houlihan Lokey will assist the Debtors in the formulation,
evaluation, and implementation of a sale of substantially all of
their assets.

Specifically, Houlihan Lokey, will, among others:

   a) assist the Company in the development, preparation and
      distribution of selected information, including, without
      limitation, one or more disclosure documents, offering
      memoranda, confidential information memoranda and other
      materials in a effort to create interest in and to
      consummate any Transactions;

   b) solicit and evaluate indications of interest and proposals
      regarding any Transactions from current or potential equity
      investors, acquirers or strategic partners; and

   c) assist the Company with the development, structuring,
      negotiation and implementation of any Transactions,
      including participating as a non-binding representative of
      the Company in negotiations with creditors and other parties
      involved in any Transactions.

Upon the closing of each Transaction, Houlihan Lokey will earn,
and the Company will thereupon pay immediately and directly from
the gross proceeds of the Transaction, as a cost of the
Transaction, a cash fee based upon Aggregate Gross Consideration,
calculated as follows: (a) for AGC up to $45 million, $450,000,
plus (b) for AGC greater than $45 million, 1.0% of the AGC greater
than $45 million.  The firm will also receive reimbursement for
reasonable out-of-pocket expenses in connection with the services
provided.

The Debtors also agree to indemnify and hold harmless Houlihan
Lokey and its affiliates, and their respective past, present and
future directors, officers, shareholders, partners, members,
employees, agents, representatives, advisors, subcontractors, and
controlling persons related to, arising out of, or in connection
with the retention of Houlihan Lokey by the Debtors.

To the best of the Debtors' knowledge, information, and belief,
Houlihan Lokey is a "disinterested person" as that term is defined
in 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 pre-petition 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
post-petition.  William E. Chipman, Jr., Esq., and Mark D.
Olivere, Esq., 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: May Pay Critical Vendor Claims Up to $125,000
------------------------------------------------------------------
Judge Mary Walrath authorized International Media Group, Inc., et
al., to pay certain pre-bankruptcy claims of their critical
vendors in the ordinary course of business up to an aggregate of
$125,000.

The Debtors are to undertake efforts to cause each Critical Vendor
to enter into a trade agreement with them, which shall provide,
among other things, (i) the net estimated amount of the Critical
Vendor claim, and (ii) the Critical Vendor's agreement to provide
goods and/or services to the Debtors based on the parties' agreed
terms.

                  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. and Mark D. Olivere,
Esq. 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: Letko Brosseau Discloses 21.7% Equity Stake
--------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Letko, Brosseau & Ass. Inc. disclosed that, as of
Dec. 31, 2011, it beneficially owns 12,798,950 shares of common
stock of Intertape Polymer Group Inc. representing 21.71% of the
shares outstanding.  A full-text copy of the filing is available
at http://is.gd/5PgsGm

                    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.


INT'L RECTIFIER: Fitch Affirms Issuer Default Rating at 'BB'
------------------------------------------------------------
Fitch Ratings has affirmed International Rectifier Corp.'s (IR)
(NYSE: IRF) Issuer Default Rating (IDR) at 'BB'.  The company
currently has no outstanding public debt or bank credit facility.
The Rating Outlook is Stable.

Despite current end market demand headwinds, Fitch believes the
company's long-term organic revenue growth prospects remain solid,
driven by increasing power management penetration.  After 31.4%
top line growth for the fiscal year ended June 30, 2011, Fitch
anticipates revenues will decline in the high single to low double
digits in fiscal 2012.

General weakness throughout Europe across all end markets, an
ongoing indirect channel inventory correction, and soft demand for
computers and appliances markets will more than offset modest
strength in high-reliability productions for commercial aerospace
markets and rapid adoption of high-performance servers.
Nonetheless, the supply chain is closer to achieving more
normalized inventory levels, which Fitch believes drive could
result in positive sequential revenue growth for IR in the first
half of calendar year 2012.

Weakened demand and inventory correction, as well as buffer
inventory added in anticipation of the company's enterprise
resource planning (ERP) system implementation should constrain
factory utilization rates to less than optimal levels for the
year.  Utilization rates in the mid 90s exiting fiscal 2011 will
remain in the 70s and below level for the current quarter, which
will be a drag on gross margins.  Still Fitch anticipates gross
margins will remain at or above 35% for the year and range from
35% to 40% through the intermediate term.

Fitch estimates free cash flow will be flat to modestly negative
for fiscal 2012, driven by lower profitability and higher
investments associated with the ERP system implementation.
Nonetheless, the ERP investment should drive profit margin
expansion beyond fiscal 2012.  Capital spending levels should
return to the company's longer-term target of 10% of revenues or
below.  In conjunction with planned manufacturing facilities
consolidation, free cash flow should remain modestly positive
through fiscal 2014.

The rating and Outlook continue to be supported by IR's: i)
technology leadership and resultant leading share in a number of
power management markets; ii) addressable market growth driven by
long-term secular trends of increased electronics content and
demand for energy efficiency; and iii) meaningful customer and
geographic diversification, including a strong presence in China
and other faster growth regions.

Ratings concerns continue to center on the company's: i) volatile
historical free cash flow; ii) substantial structural investments
in research and development (R&D) and capital spending; and iii);
small revenue base in its sole focus on the discrete power
management market, which includes several participants with
greater scale and financial flexibility.

Fitch believes positive rating actions could result over the
intermediate term from more consistently positive annual free cash
flow, likely from solid organic revenue growth and structurally
lower investment requirements, which Fitch believes could be
achieved through increased outsourcing.

Negative rating actions could result from:

  -- Lower than industry-level top-line growth, suggesting a
     weakening of the company's technology leadership position.
  -- Consistently negative free cash flow likely driven by
     sustained profitability erosion or meaningfully higher
     investment levels to counter competitive pressures.

As of Dec. 31, 2011, Fitch believes IR's liquidity was sufficient
and supported by nearly $386.8 million of cash, cash equivalents
and short-term investments.  IR has no revolving credit facility.
Fitch expects annual free cash flow to range from slightly
negative to modestly positive over the intermediate term, driven
by the company's small revenue base and relatively fixed
investment requirements.  The company has no public debt and Fitch
has no expectations for near-term debt issuance.  Nonetheless,
depending upon uses of proceeds, Fitch believes IR can issue debt
in line with historical amounts of approximately $500 million-$750
million without negatively affecting the IDR or outlook.  This
would equate to total leverage (total debt to operating EBITDA) of
3x-4x.


IRVINE SENSORS: Vectronix Buys Thermal Imaging Biz. for $10-Mil.
----------------------------------------------------------------
Pursuant to the terms of the Asset Purchase Agreement dated
Oct. 17, 2011, between ISC8 Inc. (formerly known as Irvine Sensors
Corporation) and Vectronix Inc., Vectronix acquired substantially
all of the Company's assets used or held for use in connection
with, necessary for or relating to the Company's thermal imaging
Business.  These assets include the equipment and some limited
intellectual property that is used by the thermal imaging Business
to manufacture its products.

At the closing of this asset purchase, Vectronix paid $9,148,839
in cash to the Company and $1,500,000 in cash into escrow, and
agreed to forgive the Company's $340,250 liability payable to
Optics 1, Inc., an affiliate of Vectronix.  Subject to the
satisfaction of certain thresholds, Vectronix is also obligated
over the five year period following the closing to pay commissions
to the Company for core engines and certain existing products of
the Business sold by Vectronix or its commercial business units.

                        About Irvine Sensors

Headquartered in Costa Mesa, Calif., Irvine Sensors Corporation
(OTC BB: IRSN) -- http://www.irvine-sensors.com/-- is a vision
systems company engaged in the development and sale of
miniaturized infrared and electro-optical cameras, image
processors and stacked chip assemblies and sale of higher level
systems incorporating said products.  Irvine Sensors also conducts
research and development related to high density electronics,
miniaturized sensors, optical interconnection technology, high
speed network security, image processing and low-power analog and
mixed-signal integrated circuits for diverse systems applications.

The Company reported a net loss of $15.76 million on $14.09
million of total revenues for the fiscal year ended Oct. 2, 2011,
compared with a net loss of $11.15 million on $11.71 million of
total revenues for the fiscal year ended Oct. 3, 2010.

The Company's balance sheet at Oct. 2, 2011, showed $10.58 million
in total assets, $29.29 million in total liabilities, and
a $18.71 million total stockholders' deficit.


J & J POWERSPORTS: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: J & J Powersports, Inc.
        2700 West Airport Drive
        Faribault, MN 55021

Bankruptcy Case No.: 12-30599

Chapter 11 Petition Date: February 3, 2012

Court: U.S. Bankruptcy Court
       District of Minnesota (St Paul)

Judge: Robert J. Kressel

Debtor's Counsel: Jamie R. Pierce, Esq.
                  HINSHAW & CULBERTSON LLP
                  333 South Seventh Street, Suite 2000
                  Minneapolis, MN 55402
                  Tel: (612) 333-3434
                  E-mail: jpierce@hinshawlaw.com

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

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

The Company's list of its 17 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/mnb12-30599.pdf

The petition was signed by Joseph L. Portinga, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Jacob Portinga                        12-30563            02/01/12


JARVIS ADVENTURE, INC.: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: The Jarvis Adventure, Inc.
        14435 FM 2920
        Tomball, TX 77377

Bankruptcy Case No.: 12-31011

Chapter 11 Petition Date: February 6, 2012

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: David R. Jones

Debtor's Counsel: Andrew Haut, Esq.
                  MIDDAGH & LANE, P.L.L.C.
                  12946 Dairy Ashford
                  Sugar Land, TX 77478
                  Tel: (713) 459-9278
                  Fax: (713) 634-2638
                  E-mail: ahaut@andrewhautlaw.com

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

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

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

The petition was signed by John D. Jarvis, Jr., sole manager.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
The Jarvis Adventure Building, LLC    12-31005            02/06/12
   Assets: $1,000,001 to $10,000,000
   Debts: $1,000,001 to $10,000,000


J.D. NEWTON: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: J.D. Newton Investment Corporation
          dba Knights Inn
        15310 T C Jester Boulevard
        Houston, TX 77068-2043

Bankruptcy Case No.: 12-30881

Chapter 11 Petition Date: February 6, 2012

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Margaret Maxwell McClure, Esq.
                  LAW OFFICE OF MARGARET M. MCCLURE
                  909 Fannin, Suite 3810
                  Houston, TX 77010
                  Tel: (713) 659-1333
                  Fax: (713) 658-0334
                  E-mail: margaret@mmmcclurelaw.com

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

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

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

The petition was signed by Debra P. Newton, president.


JEFFERSON COUNTY, AL: Inmates Seek Stay Relief to Continue Suit
---------------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that a handful of inmates who sued Jefferson County, Ala.,
Sheriff Mike Hale in August over their allegedly poor living
conditions want the county's bankruptcy judge to lift the
automatic stay in the county's bankruptcy case.

"The overcrowded conditions at the jail are a threat to the
general public of Jefferson County and the State of Alabama,"
Alabama attorney H. Doug Redd, Esq., urged Judge Thomas Bennett in
court papers, according to DBR.  "Unless this automatic stay is
lifted to allow plaintiffs to pursue their claims, the loss of
human life is inevitable."

DBR notes the overcrowding lawsuit was brought by several inmates
who were arrested for falling behind on child support payments and
violating probation, Mr. Redd said in court papers.  At the time
that it was filed, the lawsuit claimed that Birmingham's jail was
designed to handle 600 inmates but housed more than 1,700 inmates.

                      About Jefferson County

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

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

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

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

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

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

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


JEFFERSON COUNTY: BNY Mellon Fights for Right to Sewer Money
------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that the Bank of New York
Mellon Corp., which is indenture trustee for $3.6 billion in sewer
warrants issued by Jefferson County, Ala., sued the bankrupt
county Sunday seeking a ruling that it's entitled to receive all
system revenues outside operating expenses.

The bank wants a declaration that capital expenditures, fees and
expenses related to professionals that are not connected to the
insolvent sewer system are not considered necessary operating
expenses, according to Law360.

                    About Jefferson County

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

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

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

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

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

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

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


JEFFERSON COUNTY: Needs State's Assistance on Budget Gaps
---------------------------------------------------------
Thomson Reuters News & Insight reports that Alabama's Jefferson
County said it needs state help to fix chronic and crippling
budget gaps that could block a resolution of the county's landmark
$4.23 billion bankruptcy case.

"I am confident the sewer debt crisis will be successfully
resolved," the report quotes David Carrington, president of the
Jefferson County Commission as saying.  "But without a general
fund fix, I am just as confident the county's general funds
revenues are not secure enough to support a plan to exit
Chapter 9."

The report relates that legislators last year refused to
reauthorize the tax on people who work in regional business center
Birmingham and elsewhere in Jefferson County.

The report notes that the occupational tax had generated
$60 million a year for Jefferson County, which has since cut staff
by hundreds, shut county buildings, and reduced policing, road
maintenance and other services as part of nearly $100 million in
budget reductions.

The report adds that the county now faces an additional $40
million shortfall in revenue.

According to the report, Jefferson County officials also want
lawmakers to give them more discretion over spending by easing
restrictions on about a third of the county's current $217 million
of revenue.  So-called earmarks cover a third of the current
county budget.

Creditors such as JPMorgan Chase have opposed the bankruptcy
filing, and a federal judge has yet to rule on whether or not the
county is eligible for Chapter 9 federal bankruptcy protection.

                    About Jefferson County

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

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

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

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

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

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

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


JESCO CONSTRUCTION: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
JESCO Construction Corp. filed U.S. Bankruptcy Court the Southern
District of Mississippi its schedules of assets and liabilities,
disclosing:

    Name of Schedule              Assets         Liabilities
    ----------------            -----------      -----------
A. Real Property                        $0
B. Personal Property          $100,000,000
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                                        $0
E. Creditors Holding
    Unsecured Priority
    Claims                                                $0
F. Creditors Holding
    Unsecured Non-priority
    Claims                                       $14,662,901
                                -----------      -----------
       TOTAL                   $100,000,000      $14,662,901

A copy of the Schedules is available for free at:

       http://bankrupt.com/misc/jescoconstruction.doc33.pdf

Headquartered in Wiggins, Mississippi, Jesco Construction Corp., a
Delaware Corporation, specializes in disaster response and was
part of the Hurricane Katrina cleanup.  It filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 12-50014) on Jan. 5, 2012.
Judge Katharine M. Samson presides over the case.  Craig M. Geno,
Esq., at Harris Jernigan & Geno, PLLC, serves as the Debtor's
counsel.  In its petition, the Debtor estimated $100 million to
$500 million in assets and $10 million to $50 million in debts.


KINGSBURY CORP: Court Extends Bar Date Until March 30
-----------------------------------------------------
The Bankruptcy Court has scheduled March 30, 2012, as the deadline
for creditors of Kingsbury Corp. to file their proofs of claim
against the Debtor.

                       About Kingsbury Corp.

Kingsbury Corp. -- http://www.kingsburycorp.com/-- makes and
assembles machine systems.  Kingsbury Corporation and affiliate
Ventura Industries, LLC, filed Chapter 11 petition (Bankr. D. N.H.
Case Nos. 11-13671 and 11-13687) on Sept. 30, 2011.  Jennifer
Rood, Esq., and Robert J. Keach, Esq., at Berstein, Shur, Sawyer &
Nelson, serve as counsel to the Debtors.  Donnelly Penman &
Partners serves as its investment banker.  In its schedules, the
Debtor disclosed $10,134,679 in assets, and $24,534,973 in
liabilities as of the petition date.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to serve on the Official Committee of Unsecured
Creditors of Kingsbury Corporation.


LAKE TAHOE: Argonaut Dev't; R. Baker Withdraw Motion to Dismiss
---------------------------------------------------------------
Argonaut Development Co., etc., et al., and Rihard H. Baker, M.D.,
etc., et al., have withdrawn their motion to dismiss the Chapter
11 case of Lake Tahoe Development Co., LLC.

As reported in the TCR on Jan. 30, 2012, Creditors Argonaut
Develoment Co., etc., et al., (classified as Class 2(n) under the
Fourth Amended Plan of Reorganization of Lake Tahoe Development
Co., LLC, and Richard H. Baker, M.D., etc., et al. (classified as
Class 2(l) under the Plan) asked the U.S. Bankruptcy Court for the
Eastern District of California to dismiss the Debtor's Chapter 11
case.

The Creditors stated:

1. The Plan is objectionable to Creditors in that it purports to
re-impose a stay against Creditors' rights to foreclose on real
property after Creditors moved for and received relief from stay.
Beyond Creditors' particular objection, the Debtor's Chapter 11
case is mired in a seemingly endless effort by the Debtor to avoid
the reality that it cannot confirm a feasible plan.

2. Since the case was filed on Oct. 5, 2009, relief from stay has
been granted to multiple secured creditors, including the
Creditors herein, to foreclose on nearly half of the separate
parcels that comprised Debtor's original "project".  According to
the Creditors, no point is served in continuing the case.

3. The Debtor's Second Supplemental Brief in support of the Plan
reflects that the viability of the Plan depends on the success of
13 appeals by the Debtor to the El Dorado County Assessor
regarding taxes on its 13 remaining parcels.  The assessment
appeals hearing, scheduled for March 22 and 23, 2012, is 2 months
after the next hearing on the Plan.

4. The Debtor's schedule for the payment of its property taxes
over 5 years, which Debtor asserts has been approved by El Dorado
County, provides for Debtor's payment to El Dorado County on
Jan. 31, 2012, of $261,339.

5. If the Court is not inclined to dismiss the Debtor's Chapter 11
case outright, the Creditors suggest that the hearing on its
motion be continued to a date in February 2012, to see whether
Debtor makes any payment to El Dorado County by Jan. 31.
Conditioned upon proof that Debtor has made the required payment
to El Dorado County on Jan. 31, then in the alternative, the
Creditors suggest that the hearing on this Motion be continued to
April 2012, to consider the results of the Debtor's assessment
appeals scheduled for March 22 and 23.

                  About Lake Tahoe Development

Based in Zepher Cove, Nevada, Lake Tahoe Development Co., LLC, is
a real estate development company with substantial expertise in
the real estate land entitlement and permitting areas in the
unique geographic location of South Lake.  Its principal, Randy
Lane, who is the sole owner of Mountain Ventures, LLC, which is
the managing member of the Debtor, has resided and developed real
estate in South Lake Tahoe since 1976.

The Company owns an interest in two separate real estate
development projects.  The first project owned exclusively by the
Debtor is a large, mixed use, condominium, 19 hotel and retail
space development comprised of 29 separate real estate parcels
with multiple lien holders holding liens against various parcels
located at the California/Nevada state line on Highway 50, South
Lake Tahoe, California.  The second is property owned by the
Debtor located at 1259 Emerald Bay Road, South Lake Tahoe, CA (the
"Gateway Project"), which is separate and apart from the Project,
24 and is being developed by Danny Freeman pursuant to a
development agreement.

The Company filed for Chapter 11 protection on Oct. 5, 2009
(Bankr. E.D. Calif. Case no. 09-41579).  Daniel L. Egan, Esq.,
Megan A. Lewis, Esq., and Jason G. Cinq-Mars, Esq., at Wilke,
Fleury, Hoffelt, Gould & Birney, LLP, serve as counsel to the
Debtor.  The Debtor estimated assets at $100 million and
$500 million, and debts at $50 million and $100 million in its
Chapter 11 petition.


LAKE TAHOE: Files Fifth Amended Plan of Reorganization
------------------------------------------------------
Lake Tahoe Development Co., LLC, has filed with the U.S.
Bankruptcy Court for the Eastern District of California a Fifth
Amended Plan of Reorganization dated Jan. 31, 2012.

The Plan provides for 23 classes of secured claims; 3 classes of
unsecured claims; and 1 class of equity security holders.
Unsecured creditors holding allowed claims will receive
distributions from unencumbered cash and from sale proceeds in
excess of amounts necessary to pay secured claims.  The Plan also
provides for payment of administrative and priority claims on the
Effective Date of the Plan.  Equity Interests will be canceled on
the Effective Date.

A full-text copy of the Fifth Amended Plan is available for free
at http://bankrupt.com/misc/laketahoe.doc507.pdf

As reported by the Troubled Company Reporter on July 21, 2011, the
Bankruptcy Court approved the disclosure statement describing Lake
Tahoe Development's Third Amended Plan dated June 24, 2011.

                   About Lake Tahoe Development

Based in Zepher Cove, Nevada, Lake Tahoe Development Co., LLC, is
a real estate development company with substantial expertise in
the real estate land entitlement and permitting areas in the
unique geographic location of South Lake.  Its principal, Randy
Lane, who is the sole owner of Mountain Ventures, LLC, which is
the managing member of the Debtor, has resided and developed real
estate in South Lake Tahoe since 1976.

The Company owns an interest in two separate real estate
development projects.  The first project owned exclusively by the
Debtor is a large, mixed use, condominium, 19 hotel and retail
space development comprised of 29 separate real estate parcels
with multiple lien holders holding liens against various parcels
located at the California/Nevada state line on Highway 50, South
Lake Tahoe, California.  The second is property owned by the
Debtor located at 1259 Emerald Bay Road, South Lake Tahoe, CA (the
"Gateway Project"), which is separate and apart from the Project,
24 and is being developed by Danny Freeman pursuant to a
development agreement.

The Company filed for Chapter 11 protection (Bankr. E.D. Calif.
Case no. 09-41579) on Oct. 5, 2009.  Daniel L. Egan, Esq., Megan
A. Lewis, Esq., and Steven J. Williamson, Esq., at Wilke, Fleury,
Hoffelt, Gould & Birney, LLP, in Sacramento, Calif., serve as
counsel to the Debtor.  The Debtor estimated assets at
$100 million and $500 million, and debts at $50 million and
$100 million in its Chapter 11 petition.


LAS VEGAS MONORAIL: Files Plan Disclosures for Fourth Amended Plan
------------------------------------------------------------------
Las Vegas Monorail Company filed on Feb. 2, 2012, a proposed
disclosure statement to accompany its Fourth Amended Plan of
Reorganization with the U.S. Bankruptcy Court for the District of
Nevada.

Under the Third Amended Plan, the Debtor proposed issuing
approximately $40 million in face amount of debt in satisfaction
of the 1st Tier Bonds, through three debt instruments -- the Cash
Pay Bond, the CapEx Bond, and the Capital Appreciation Bond.

As reported in the TCR on Nov. 22, 2011, the Bankruptcy Court
denied confirmation of the Third Amended Plan, finding that is was
not feasible within the meaning of Section 1129(a)(11) of the
Bankruptcy Code.

Specifically, the Court determined that the Third Amended Plan
proposed paying "too much debt to allow LVMC to meet its long-term
capital needs" and that the Debtor's "cash flow simply cannot
service and amortize $40 million of debt bearing a blended annual
interest rate of approximately 9.5%."

In summary, the Fourth Amended Plan provides the following changes
in treatment from the Third Amended Plan:

   i. The 1st Tier Bondholders will receive two debt instruments -
- the Cash Pay A Bonds in the sum of $10,000,000 with interest at
5 1/2% due on June 30, 2019, and the Cash Pay B Bonds in the sum
of $3,000,000 with interest beginning at 3% until Dec. 31, 2015,
and at the rate of 5 1/2% thereafter until it matures on June 30,
2055 (with the total interest on the Cash Pay B Bonds reduced by
the fees paid to the two Special Directors referenced in
subsection vi below).

  ii. Both the Cash Pay A Bonds and Cash Pay B Bonds will be
secured by the Assets of the Reorganized LVMC, including Net
Project Revenues, with the Cash Pay B Bonds being junior to the
Cash Pay A Bonds.

iii. It is not a requirement of the Plan that either of the Bonds
be treated as tax-exempt for federal tax purposes.

  iv. A Variable Rate Component (the "VRC") for the Cash Pay B
Bonds consisting of 50% of the Reorganized LVMC's Net Project
Revenues after the funding of the Capital Expenditure Reserve Fund
and the other items detailed in Section 5.4.5 of the Plan, subject
to the receipt by the Reorganized LVMC of an IRS private letter
ruling that the VRC does not adversely affect the status of
Reorganized LVMC as a Section 501(c)(4) corporation and an opinion
of counsel that the VRC does not impair Reorganized LVMC's non-
profit status.

   v. Prior to confirmation of the Plan, the Debtor's Board of
Directors will adopt a Capital Expenditure Forecast through 2055
and Reorganized LVMC will contribute Net Project Revenues into a
Capital Expenditure Reserve Account necessary to fund the Capital
Expenditure Forecast, after payment of O&M and debt service and
subject to the payments pursuant to Section 5.4.5 of the Plan.

  vi. The Holders of the Bonds will retain the right to select 2
directors (the "Special Directors") to the Reorganized LVMC's
Board of Directors.  The fees for the Special Directors will be
deducted and paid from the interest accrued and paid on the Cash
Pay B Bonds.  The initial annual fee for each of the Special
Directors will be $30,000.

vii. The amount to be paid to Allowed General Unsecured Creditors
increases from $150,000 to $300,000.  Depending upon the allowance
of the Claim by the State of Nevada for attorneys' fees and costs,
it appears that the dividend to Holders of Allowed General
Unsecured Claims will range from approximately 60% to 100%.

viii. The waterfall of payments as set forth in Section 5.4.5 of
the Plan now provides for a reduction of the General Reserve Fund
from $2 million to $500,000, and limitations on the reimbursement
of professionals retained by the Majority 1st Tier Bondholders
intended to prioritize in part the funding of the Capital
Expenditure Forecast.

As set forth in the Debtor's Post-Effective Date Projected
Financial Projections, LVMC believes that projected revenues are
sufficient to both meet its CapEx needs through 2028, and make all
payment required on the Cash Pay A Bonds, including the final
payment by June 30, 2019, and pay all interest accruals and the
principal payment on the Cash Pay B Bonds.

With regard to the Cash Pay B Bonds, the principal balance remains
$3,000,000, and given the Cash position of Reorganized LVMC from
the Effective Date, it can meet all payments due through June 30,
2019, on the Bonds and after payment of the Cash Pay A Bonds in
full on June 30, 2019, will at all times be able to pay the annual
interest payments of $165,000 (or $105,000 after deducting the
fees to be paid to the Special Directors) and to the satisfy the
Cash Pay B Bond principal amount whether due prior to or on the
Cash Pay B Bonds Maturity Date in 2055.

In addition, upon payment in full of the Cash Pay A Bonds, the
Cash Pay B Bonds will remain secured by a first lien on all of the
assets of Reorganized LVMC, including the Capital Expenditure
Reserve Fund, so that if there is a termination of the Monorail or
a default under the Cash Pay B Bonds, there will be adequate
assets to pay the $3,000,000 principal balance of the Cash Pay B
Bonds.

Impaired Classes of Claims in Class 3 (General Unsecured Claims),
Class 4(a) (1st Tier Bond Secured Claims), Class 4B (Ambac Surety
Bond Secured Claims), Class 4C (Ambac Insurance Secured Claim),
Class 5A (1st Tier Bond Unsecured Claims), Class 5B (Ambac Surety
Bond Unsecured Claims), Class 5C (Ambac Insurance Unsecured
Claim), and Class 8 (Director Claims) are entitled to vote.  The
Debtor is soliciting votes from Holders of these Claims.

The following Classes of Creditors will not vote on the Plan:
(a) Holders of certain Impaired Claims in Class 1 (Other Priority
Claims) and Class 2 (Other Secured Claims) are unimpaired and will
not vote.

(b) Certain Impaired Classes of Claims will not receive or retain
anything on account of their Claims.  As such, they will be deemed
to have voted against the Plan without the need for them to cast
votes or receive voting ballots.  This includes Class 6 (Second
Tier Bond Claims), Class 7 (Third Tier Bond Claims) and Class 9
(Subordinated Claims).

Holders General Unsecured Claims (Class 3), with estimated amount
of claims of $495,000, will receive their Pro Rata Share of
$300,000 in full satisfaction of their Allowed General Unsecured
Claims.  The payment will be made in Cash by reorganized LVMC in
12 equal monthly installments without interest.

A copy of the proposed Disclosure Statement for the Fourth Amended
Plan is available for free at:

      http://bankrupt.com/misc/lasvegasmonorail.doc1032.pdf

                    About Las Vegas Monorail

Las Vegas, Nevada-based Las Vegas Monorail Company, organized by
the State of Nevada in 2000 as a nonprofit corporation, owns and
manages the Las Vegas Monorail.  The Monorail is a seven-stop,
elevated train system that travels along a 3.9-mile route near the
Las Vegas Strip.  LVMC has contracted with Bombardier Transit
Corporation to operate the Monorail.  Though it benefits from its
tax-exempt status due to being a nonprofit entity, LVMC claims to
be the first privately-owned public transportation system in the
nation to be funded solely by fares and advertising.  LVMC says it
receives no governmental financial support or subsidies.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Nev. Case No. 10-10464) on Jan. 13, 2010.  Gerald M. Gordon, Esq.,
William M. Noall, Esq., and Gabriel A. Hamm, Esq., at Gordon
Silver, assist the Company in its restructuring effort.  Alvarez &
Marsal North America, LLC, is the Debtor's financial advisor.
Stradling Yocca Carlson & Rauth is the Debtor's special bond
counsel.  Jones Vargas is the Debtor's special corporate counsel.
The Company disclosed $395,959,764 in assets and $769,515,450 in
liabilities as of the Petition Date.

In April 2010, bondholder Ambac Assurance Corp. lost in its bid to
halt the bankruptcy after U.S. Bankruptcy Judge Bruce A. Markell
ruled that Monorail isn't a municipality and is therefore entitled
to reorganize in Chapter 11.  U.S. District Judge James Mahan in
Reno upheld the ruling in October 2010.


LAUREN JOHN PAULSON: Judge Dunn Won't Recuse Self
-------------------------------------------------
Bankruptcy Judge Randall L. Dunn denied a motion by Lauren John
Paulson, the sole and managing member of Huber-Wheeler Crossing
LLC, asking the judge to recuse himself from the lawsuit, Lauren
John Paulson, v. Matt Arbaugh, Amy Mitchell, and Craig Russillo,
Adv. Proc. No. 11-03309 (Bankr. D. Ore.), for alleged gross
judicial misconduct.

Judge Dunn said the Recusal Motion "does not establish bias to
require my recusal from presiding over the adversary proceeding."

Mr. Paulson has asserted that Judge Dunn's "pure heart, empty
head" comment at a May 7, 2010 hearing on Ms. Mitchell's motion
for authority to settle Mr. Paulson's Predatory Lending Lawsuit
with Fairway Commercial Mortgage Corporation, Huber-Wheeler's
lender, reflected a personal bias against Mr. Paulson.

Judge Dunn explained the phrase "pure heart, empty head" is a
legal term of art that refers to a defense of subjective, as
opposed to objective, "good faith."

"In essence, it means that a defendant is arguing 'I meant well
and did not know better,' as a means of excusing acts or behavior
which might otherwise lead to legal culpability. . . .  It is not
a personal comment on someone's mental capability, only her
alleged lack of knowledge that a particular action could implicate
a legal consequence.  As such, it cannot be considered a basis to
establish bias," Judge Dunn said.

Judge Dunn also denied Mr. Paulson's Motion for A Visiting Out of
District Judge, which asserts that Mr. Paulson cannot get a fair
hearing from any sitting judge, state or federal, within the State
of Oregon.

"Because the allegations contained in the Visiting Judge Motion
are not appropriate for my review, I deny the Visiting Judge
Motion without prejudice to Mr. Paulson's ability to assert
alleged judicial misconduct in any other appropriate forum," Judge
Dunn held.

Judge Dunn noted that Mr. Paulson has filed a complaint of
misconduct with the Ninth Circuit Court of Appeals.  "It is the
Ninth Circuit which must determine whether I have engaged in gross
judicial misconduct," Judge Dunn said.

A copy of Judge Dunn's Feb. 7, 2012 Memorandum Decision is
available at http://is.gd/QQjnVVfrom Leagle.com.

                     About Lauren John Paulson

Lauren John Paulson, based in Aloha, Oregon, is the sole and
managing member of Huber-Wheeler Crossing LLC.  Mr. Paulson filed
for Chapter 11 bankruptcy (Bankr. D. Ore. Case No. 09-32439) on
April 8, 2009.  In his bankruptcy petition, the Debtor scheduled
$1,036,875 in assets and $426,285 in debts.  Judge Randall L. Dunn
presides over the case.

Matthew A. Arbaugh, Esq. -- matt@fieldjerger.com -- at Field
Jerger LLP, served as the Debtor's bankruptcy counsel.  He later
resigned in 2010 and Mr. Paulson proceeded pro se.

Lender Fairway Commercial Mortgage Corporation foreclosed on three
parcels of real property owned by Huber-Wheeler, and by a fourth
parcel of real property owned by the Lauren Paulson Trust after
Mr. Paulson failed to sell the assets.

On Nov. 25, 2009, on Mr. Paulson's motion, the case was converted
from chapter 11 to chapter 7.  Amy Mitchell was appointed as the
chapter 7 trustee.


LEVEL 3: Southeastern Asset Discloses 20.8% Equity Stake
--------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on Feb. 6, 2012, Southeastern Asset
Management, Inc., and its affiliates disclosed they beneficially
own 44,150,956 shares of common stock of Level 3 Communications,
Inc., representing 20.8% of the shares outstanding.  As previously
reported by the TCR on Nov. 15, 2011, Southeastern Asset disclosed
beneficial ownership of 44,526,452 shares.  A full-text copy of
the amended filing is available at http://is.gd/HvGBXG

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

The Company's balance sheet at Sept. 30, 2011, showed $9.25
billion in total assets, $9.77 billion in total liabilities and a
$523 million total stockholders' deficit.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.


LIBBEY INC: Robeco Investment Discloses 5.5% Equity Stake
---------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Robeco Investment Management, Inc., disclosed that, as
of Dec. 31, 2011, it beneficially owns 1,099,060 shares of common
stock of Libbey Inc. representing 5.54% of the shares outstanding.
A full-text copy of the filing is available at http://is.gd/8m1EWa

                         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.


LONE PINE: Moody's Assigns 'Caa2' Rating to $200-Mil. Sr. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Lone Pine
Resources Inc's (Lone Pine) proposed US$200 million senior
unsecured notes issue. Moody's also assigned Lone Pine a B3
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR), as well as an SGL-3 Speculative Grade Liquidity rating. The
rating outlook is stable. This is the first time that Moody's has
rated Lone Pine.

"The B3 CFR primarily reflects Lone Pine's small scale in terms of
proved developed reserves and production and that its oil
production, which will drive much of its cash flow, is
concentrated in a single field," said Terry Marshall, Moody's
Senior Vice President. "However, the B3 rating also recognizes the
company's solid leverage on production, interest coverage and
leveraged full-cycle ratio, and that Lone Pine's oil production
will grow significantly over the next 12 to 18 months."

Assignments:

   Issuer: Lone Pine Resources Canada Ltd.

   -- Senior Unsecured Regular Bond/Debenture, Assigned a range of
      83 - LGD5 to Caa2

   -- Senior Unsecured Regular Bond/Debenture, Assigned a range of
      83 - LGD5 to Caa2

   Issuer: Lone Pine Resources Inc.

   -- Probability of Default Rating, Assigned B3

   -- Speculative Grade Liquidity Rating, Assigned SGL-3

   -- Corporate Family Rating, Assigned B3

RATINGS RATIONALE

Lone Pine's liquidity is adequate. Pro-forma for the notes
issuance Moody's expects that Lone Pine will have approximately
C$250 million available under its C$375 million borrowing base
revolver (2016 maturity) and minimal cash. In 2012, we expect that
Lone Pine will generate negative free cash flow of about US$30
million, which will be funded under the revolver. Lone Pine has
one financial covenant under its revolver (total debt to
consolidated EBITDA of 4:1), compliance with which should be
achievable through 2012. There are no debt maturities until 2017.
Alternate liquidity is limited given that substantially all of the
company's assets are pledged under the revolver.

The US$200 million senior unsecured notes are rated two notches
below the B3 CFR due to the existence in the capital structure of
the prior-ranking C$375 million borrowing base revolver.

The stable outlook considers Lone Pine's growing oil production,
overall low leverage, and strong interest coverage. The rating
could be upgraded if the company successfully develops its oil
asset, maintains the leveraged full-cycle ratio above 2.0x,
increases its diversification and increases its production towards
25,000 boe/d. The rating could be downgraded if it appears that
expected negative free cash flow in 2012 and 2013 strains the
company's liquidity. The rating could also be downgraded if the
company's leveraged full-cycle ratio appears likely to decline
below 1.0x and is likely to remain there, and E&P debt to proved
developed reserves appears likely to rise above US$12/boe.

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

Lone Pine is a Calgary, Alberta based exploration and production
company with about 15,000 barrels of oil equivalent (boe) of
production and proved developed and total proved reserves of 36
million and 67 million boe, respectively.


LOS ANGELES DODGERS: Will Seek Nod of Plan Disclosures on Feb. 22
-----------------------------------------------------------------
The hearing to consider the disclosure statement filed in the
Chapter 11 case of Los Angeles Dodgers LLC, is scheduled for
Feb. 22, 2012, at 10:00 a.m.  Objections are due by Feb. 15, 2012.

As reported in the TCR on Jan. 24, 2012, the Debtors filed with
the U.S. Bankruptcy Court for the District of Delaware their Joint
Plan of Reorganization under Chapter 11.  The Plan resolves fully
the financial challenges confronting the Dodgers that precipitated
the filing by the Debtors of the Chapter 11 cases through a sale
of all of the equity of the Dodgers, which will result in a change
in ownership of the team.

As a result of the intended sale and the related reorganization of
the Debtors, the plan contemplates that all creditor claims will
be satisfied in full either through their assumption by the
reorganized debtors or by the payment of cash from proceeds from
the sale of the Dodgers.

The club stated, "The Dodgers are fully committed to maximizing
the value of the debtors' estates.  The Dodgers are not only a
storied franchise with truly global appeal, but also present the
attractive potential for strong cash flow and significant value
enhancement.  The combination of these unique attributes is
helping to drive significant interest from potential bidders in
the Dodger sale process.  The Dodgers expect to identify the
highest and best bid prior to the Confirmation Hearing, which is
anticipated to be in April."

Implementation of the Plan of Reorganization will include the
consummation of a sale transaction on or promptly following the
effective date of the Plan.  The Debtors expect the Effective Date
will occur on or before April 30, 2012.

                    About Los Angeles Dodgers

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

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

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

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

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

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

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

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

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


MANISTIQUE PAPERS: Bid Protections Hearing on Feb. 9
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will hold a
hearing on Feb. 9, 2012, to approve any stalking horse protections
for the stalking horse purchaser.

As reported in the Troubled Company Reporter of Dec. 27, 2011,
the Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware authorized Manistique Papers, Inc., to sell
some or all of the assets in an auction.

A hearing will be held on Jan. 26, 2012, at 2:30 p.m. (ET) to
approve any stalking horse protections for a stalking horse
purchaser.

Objections to the assumption or assignment of an executory
contract based on the provision of adequate assurance of future
performance by the assignee must be raised before the sale
hearing.

As reported in the Troubled Company Reporter on Dec. 21, 2011, the
Court authorized the auction of the business on Feb. 22.  No buyer
is yet under contract.

                      About Manistique Papers

Manistique Papers Inc. operates a landfill in Manistique,
Michigan, whereby residuals resulting from paper production are
deposited.  It owns a 125,000 ton-a-year plant making specialty
papers from recycled fiber.

Manistique Papers filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-12562) on Aug. 12, 2011.  Godfrey &
Kahn, S.C. represents the Debtor in its restructuring effort.
Morris, Nichols, Arsht & Tunnell LLP serves as its Delaware
bankruptcy co-counsel.  Vector Consulting, L.L.C., serves as its
financial advisor.  Baker Tilly Virchow Krause, LLC, serves as its
accountant.

The Official Committee of Unsecured Creditors appointed in the
case is represented by Lowenstein Sandler PC as lead counsel and
Ashby & Geddes, P.A., as Delaware counsel.  J.H. Cohn LLC serves
as the panel's financial advisor.

Manistique Papers disclosed $19,688,471 in assets and $24,633,664
in liabilities as of the Chapter 11 filing.


MARCO POLO: Committee Investigation Extended Period to Feb. 29
--------------------------------------------------------------
Marco Polo Seatrade B.V. and its debtor affiliates seek to enter
into a stipulation with the Official Committee of Unsecured
Creditors and The Royal Bank of Scotland Plc for an extension of
the Committee's "investigation period" through Feb. 29, 2012.

The Final DIP Loan Order entered by the U.S. Bankruptcy Court for
the Southern District of New York provided the Committee with an
initial 60-day Investigation Period from Oct. 3 to Dec. 3, 2011.
By an earlier agreement by the parties, the Investigation Period
was extended to Feb. 1, 2012.

The parties now wish to continue the extension of the
Investigation Period through Feb. 29, 2012, to have time to
address certain issues germane to the Investigation Period.

                         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 debts 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.


MASTERCARD: Moody's Says Technology Roadmap Credit Positive
-----------------------------------------------------------
Moody's Investors Service said MasterCard's roadmap to enable the
next generation of electronic payment systems, including migration
from the legacy magnetic stripe to EMV chip payment cards, is
credit positive, though it does not affect VeriFone's Ba3
Corporate Family Rating and stable outlook.

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

Headquartered in San Jose, California, VeriFone is a leading
provider of point of sale payment systems, solutions and services.


MEECHAM HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Meecham Hospitality, LLC
        2100 Estes Park Drive
        Southlake, TX 76092

Bankruptcy Case No.: 12-40594

Chapter 11 Petition Date: February 2, 2012

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Clayton D. Ketter, Esq.
                  PHILLIPS MURRAH P.C.
                  101 N. Robinson, 13th Floor
                  Oklahoma City, OK 73102
                  Tel: (405) 606-4792
                  Fax: (405) 235-4133
                  E-mail: cdketter@phillipsmurrah.com

Scheduled Assets: $9,263,354

Scheduled Liabilities: $14,829,882

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/txnb12-40594.pdf

The petition was signed by Roger Pate.


MERIDIAN MORTGAGE: Founder Seeks Lighter Sentence for $100MM Fraud
------------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that the bankrupt founder
of Meridian Mortgage Investors, who copped to stealing
$100 million in an investment fraud scheme, asked a judge for
leniency Friday, saying the scheme was the result of desperation
and not intentional.

According to Law360, Frederick Darren Berg said in a sentencing
memorandum that he began Meridian as a legitimate business and
that he was forced into perpetrating the fraud as a result of the
economy turning sour.

                      About Meridian Mortgage

In November 2010, a federal grand jury in Seattle has indicted
Frederick Darren Berg on 12 counts of wire fraud, money laundering
and bankruptcy fraud in connection with the demise of his Meridian
Group of investment funds.  Prosecutors believe Mr. Berg took in
more than $280 million, with the losses attributed to the ponzi
scheme estimated to be approximately $100 million.  Hundreds of
victims have lost money in the scheme between 2001 and 2010.

Mr. Berg commenced a personal Chapter 11 case on July 27, 2010
(Bankr. W.D. Wash. Case No. 10-18668), estimating assets of
more than $10 million and liabilities between $1 million and
$10 million.  The filing came after lawyers for one group of
investors, armed with a court order and accompanied by sheriff's
deputies, began seizing personal possessions at Mr. Berg's Mercer
Island home and downtown Seattle condo.

Diana K. Carey, trustee for F. Darren Berg's estate, filed on
Jan. 27, 2011 voluntary Chapter 11 petitions for Mortgage
Investors Fund I LLC (Bankr. W.D. Wash. Case No. 11-10830)
estimating assets of up to $50,000 and debts of up to $50,000,000,
and Meridian Mortgage Investors Fund III LLC (Case No. 11-10833),
estimating up to $50,000 in assets and up to $100,000,000 in
liabilities.  Michael J. Gearin, Esq., at K&L Gates LLP, in
Seattle, serves as counsel to the Debtors.

Creditors filed an involuntary Chapter 11 petition for Meridian
Mortgage Investors Fund II LLC (Bankr. W.D. Wash. Case No. 10-
17976) on July 9, 2010.  The petitioners are represented by Jane
E. Pearson, Esq., at Foster Pepper PLLC, in Seattle.

Creditors filed involuntary Chapter 11 petitions for Meridian
Mortgage Investors Fund VIII, LLC (Bankr. W.D. Was. Case No. 10-
17958) and Meridian Mortgage Investors Fund V, LLC (Bankr. W.D.
Wash. Case No. 10-17952) on July 9, 2010.  The petitioners are
represented by John T. Mellen, Esq., at Keller Rohrback LLP, in
Seattle, and Cynthia A. Kuno, Esq., at Hanson Baker Ludlow
Drumheller PS, in Bellevue.


MERITOR INC: Fitch Affirms Issuer Default Rating at 'B'
-------------------------------------------------------
Fitch Ratings has affirmed the 'B' Issuer Default Rating (IDR) and
the various issue ratings of Meritor, Inc. (MTOR) and revised the
company's Rating Outlook to Positive from Stable.

MTOR's ratings apply to a $441 million secured revolving credit
facility and $1.1 billion of senior unsecured notes.
The revision of the Rating Outlook to Positive is driven by
Fitch's expectations of further strengthening in MTOR's credit
profile over the medium term as end market demand solidifies,
margins grow on stronger pricing and improved manufacturing
efficiencies, and leverage declines on higher EBITDA and lower
debt.  Demand in all three of the company's core segments,
Commercial Truck, Industrial and Asia Pacific, and Aftermarket and
Trailer, will be supported by global economic growth, although
weakness in Europe will negatively affect near term demand in that
region.  MTOR's defense-related business is also expected to
rebound over the next year, as production of the U.S. military's
Family of Medium Tactical Vehicles (FMTV) program continues to
ramp up with a new primary contractor.  Despite the improving
business conditions, however, free cash flow is likely to be
weighed down by higher pension contributions and relatively heavy
capital spending, although Fitch expects full-year free cash flow
to be positive in fiscal 2012.

During fiscal 2011, MTOR completed the sale of its remaining Light
Vehicle Systems (LVS) operations.  In the past, the LVS business
had put significant pressure on MTOR's profitability, and Fitch
expects the company's margins to generally improve now that it is
fully focused on the commercial truck and industrial markets.
Although the LVS divestiture is expected to be a long-term
positive for MTOR's credit profile, Fitch notes that commercial
truck and industrial demand tends to be much more volatile than
auto demand, as evidenced by the 67% decline in North American
commercial truck production that was seen between 2006 and 2009.
Western European commercial truck production declined 64% between
2008 and 2009.  As such, Fitch notes that there is likely to be a
greater level of volatility in MTOR's operating profile through
the economic cycle, which will require the company to maintain
sufficient liquidity access to maintain its financial flexibility
in a downturn.

MTOR's liquidity position at Dec. 31, 2011 was relatively strong
and included $211 million in cash and cash equivalents.  Liquidity
is bolstered further by access to a $441 million secured revolving
credit facility and an accounts receivable securitization facility
with up to $125 million in availability, depending on the level of
eligible receivables.  Combined with Fitch's expectation for
modestly positive free cash flow in 2012 and proceeds from non-
core asset sales, MTOR is projected to have sufficient liquidity
to repay its $84 million debt maturity that comes due in March,
while still providing enough financial flexibility following the
debt payment to meet the company's operational needs if global
demand trends weaken significantly later this year.

Free cash flow in the 12 months ended Dec. 31, 2011, was negative
$16 million, as heavy working capital usage tied to volume growth
drove operating cash flow down to $95 million, while capital
spending rose to $111 million as the company invested in
efficiency and growth initiatives.  As noted earlier, Fitch
expects MTOR to produce positive free cash flow in fiscal 2012,
however, as margins grow on improved pricing and the company gains
further traction on manufacturing efficiencies.  In particular,
premium costs tied to capacity shortages that were incurred in
fiscal 2011 are expected to decline significantly going forward,
as recently completed facility and equipment investments come on
line. Margins also should be supported in fiscal 2012 by increased
FMTV business, which tends to carry relatively strong margins.
Nonetheless, free cash flow will remain under pressure from
capital spending that will be roughly flat with the fiscal 2011
level and higher required contributions to the company's pension
plans.  Relatively high prices for raw materials, particularly
steel, could also put some pressure free cash flow, although this
will be mitigated by revised cost recovery mechanisms that the
company finished enacting with its commercial truck customers
during the first fiscal quarter of 2012.

As of Dec. 31, 2011, the face value of MTOR's balance sheet debt
stood at $1.1 billion, about flat with the year-earlier period,
although higher EBITDA resulted in stronger credit protection
metrics.  Fitch's calculation of leverage (balance sheet
debt/Fitch-calculated EBITDA) was 4.0 times (x) at Dec. 31, 2011,
down from 5.7x at Dec. 31, 2010, as Fitch-calculated EBITDA grew
43% to $278 million from $194 million. EBITDA interest coverage
also strengthened over the period, rising to 3.0x from 1.8x.
Fitch notes that its calculation of EBITDA differs from the MTOR's
'Adjusted EBITDA' calculation primarily in that Fitch's figures do
not include equity in earnings of affiliates, while MTOR includes
those earnings in its adjusted calculation.  Equity in earnings of
affiliates totaled $72 million in the 12 months ended Dec. 31,
2011. Fitch expects credit metrics to continue strengthening
through fiscal 2012, as the company retires its $84 million note
maturity and EBITDA increases.  Fitch projects that leverage could
fall below 3.0x by the end of fiscal 2012 if global economic
conditions remain positive.  In addition to its balance sheet
debt, MTOR has several off-balance sheet factoring and
securitization programs that it utilizes.  As of Sept. 30, 2011,
MTOR had utilized $279 million of off-balance sheet program
availability, of which $271 million was through committed
facilities with banks.

MTOR's pension plans are substantially underfunded. As of Sept.
30, 2011, the company's global plans were 71% funded, with a
shortfall of $557 million.  In the U.S., however, the company's
pensions were only 63% funded, with a projected benefit obligation
that exceeded the value of plan assets by $455 million.  The
substantial underfunded position of the company's pension plans
remains a risk, as low interest rates and the company's election
to utilize the funding relief provided by the Pension Relief Act
of 2010 in the U.S. will translate to significantly higher
required cash contribution levels over the next several years.  In
fiscal 2011, MTOR contributed $35 million to its global plans
(including $4 million tied to the pensions of discontinued
operations), of which only $5 million was contributed to the U.S.
plans.  For fiscal 2012, the company has projected that
contributions to its global plans will rise to $75 million, and
contributions in fiscal 2013 will increase further as the company
makes catch up payments to offset the pension relief deferrals
taken in fiscal 2011 and 2012.  Over the longer term, a rise in
interest rates would help to reduce MTOR's pension contribution
requirements, although there would be a lag of over one year
before any increase would result in a decline in required
contributions.

Volatility in raw materials prices is an inherent risk in MTOR's
business.  Although the company has traditionally passed these
costs through to its customers, there historically has been a lag
of up to one year before the company's prices adjusted, which
resulted in near-term margin pressure when materials prices were
rising.  With the significant rise in materials prices over the
past year, MTOR entered into temporary agreements with many of its
customers to adjust pricing on a more frequent basis.  During the
first quarter of fiscal 2012, the company completed the transition
of its commercial truck agreements to revised escalator mechanisms
that essentially made last year's temporary agreements permanent.
This change will result in more-frequent pricing adjustments based
on changes in raw materials costs, which will help to mitigate
margin pressure arising from rapid increases raw materials costs.

The rating of 'BB/RR1' on MTOR's secured credit facilities
reflects their substantial collateral coverage and outstanding
recovery prospects, in the 90% to 100% range, in a distressed
scenario. Collateral for the revolver includes hard assets,
accounts receivable, intellectual property and investments in
certain subsidiaries.  As of Sept. 30, 2011, MTOR valued the
assets backing the facility at $671 million.  The rating of 'B-
/RR5' on the company's unsecured notes reflects Fitch's
expectation that recoveries on the notes would be below average,
in the 10% to 30% range, in distressed scenario.  The lower level
of expected recovery for the unsecured debt is due to the
substantial amount of higher-priority secured debt in the MTOR's
capital structure, including the potential for a full draw on both
the secured revolver and the U.S. accounts receivable
securitization facility.

MTOR's ratings could be upgraded in the intermediate term if
market conditions remain stable and continued revenue and margin
growth lead to increased free cash flow stronger credit protection
metrics.  Fitch could undertake a negative action on MTOR if
market conditions deteriorate significantly, resulting in a
meaningful erosion of the company's liquidity and a substantial
weakening of its credit profile.

Fitch has affirmed the following ratings on MTOR:

  -- IDR at 'B';
  -- Secured credit facility rating at 'BB/RR1';
  -- Senior unsecured rating at 'B-/RR5'.

The Rating Outlook is revised to Positive from Stable.


MF GLOBAL: Corporate "Personhood" to be Tested in Ch. 11 Case
-------------------------------------------------------------
The legal principle of "corporations are 'persons'" is set to be
tested in the current MF Global bankruptcy case after a former MF
Global client, Adam Furgatch of Hawaii, filed a motion in Federal
Bankruptcy Court that asks the Court to treat MF Global Holdings,
Ltd. as a "person" instead of a corporation.

The filing asserts that because the U.S. Supreme Court has ruled
that a corporation such as MF Global Holdings is a "person", then
MF Global, Inc. -- the subsidiary brokerage whose customers are
still missing at least $1.2 billion in segregated funds -- is a
"child" of the MF Global Holdings "parent company."  The filing
then cites specific statutes in the Bankruptcy Code that mandates
that a child's support claims shall have super-priority status
over all other unsecured creditors.

"The Chapter 11 bankruptcy laws apply equally to corporations and
individuals," said Mr. Furgatch in a pre-filing interview.  "If,
instead of a corporation, the MF Global Brokerage is treated as
the Child Person of the Parent Company Person, then the statute on
priority status for unsecured creditors' claims is unambiguous.
It's right there in U.S.C. Title 11, Section 507.  Spousal and
child support obligations come first, before all other creditors'
claims."

Mr. Furgatch therefore concludes that "If corporations are
persons, JP Morgan Chase and all other unsecured creditors will
just have to get in line...the Child comes first."

The motion also asks the bankruptcy judge to order the "Parent
Company Person" trustee, Mr. Louis Freeh, to immediately release
from the parent company's declared $41 Billion in assets, all
child support funds necessary to restore the stricken, injured
"Brokerage Child Person" to wholeness and health.

The motion cites Bankruptcy Code statutes that support the judge's
power to grant this request for immediate release of trustee-
controlled assets.  The child support funds being asked for
include the reported $1.2 Billion in customer segregated funds
that have yet to be returned to the ex-MF Global Brokerage
customers.  Mr. Furgatch is currently missing at least 30% of his
pre-bankruptcy MF Global account funds.

The federal judge presiding in the case, Martin Glenn, is expected
to promptly consider the motion and make a ruling.

                         About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- is one of the world's leading brokers of commodities and
listed derivatives.  MF Global provides access to more than 70
exchanges around the world.  The firm is also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on December 19, 2011.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MIG FINANCIAL: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Mig Financial Group II, LLC
        1001 Cross Timbers, Suite 2110
        Flower Mound, TX 75028

Bankruptcy Case No.: 12-40250

Chapter 11 Petition Date: February 3, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Donna R. Hernandez, Esq.
                  LAW OFFICE OF DONNA HERNANDEZ
                  610 Parker Square
                  Flower Mound, TX 75028
                  Tel: (972) 539-0090
                  Fax: (972) 539-1464
                  E-mail: dhernandez@morris-law.com

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

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

The Company's list of its six largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/txeb12-40250.pdf


MISS ANN: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Miss Ann Charters, LLC
        c/o Frank Schroff
        900 Monroe Bay Circle
        Colonial Beach, VA 22443-4024

Bankruptcy Case No.: 12-10717

Chapter 11 Petition Date: February 6, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Thomas J. Stanton, Esq.
                  STANTON & ASSOCIATES, P.C.
                  221 South Fayette Street
                  Alexandria, VA 22314
                  Tel: (703) 299-4445
                  Fax: (703) 299-4473
                  E-mail: tstanton@us.net

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

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

The Company?s list of its five largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/vaeb12-10717.pdf

The petition was signed by Frank Schroff, member-manager.


MONACO COACH: Directed to File Status Report in Moore Lawsuit
-------------------------------------------------------------
Magistrate Judge Sharon L. Ovington directed Monaco Coach
Corporation to file a status report regarding the bankruptcy case
on or before Feb. 17, 2012, and every six months thereafter.
On April 21, 2009, the Court Ordered a lawsuit against Monaco
Coach stayed after the company advised the Court of its bankruptcy
filing.  To date, the Court has not received any information as to
the status of the bankruptcy proceedings, Judge Ovington said in a
Feb. 3, 2012 Order available at http://is.gd/kRYLrvfrom
Leagle.com.  The case is BONNIE MOORE, et al., Plaintiffs, v.
MONACO COACH CORPORATION, Defendant, Case No. 3:08cv00356 (S.D.
Ohio).

                           About Monaco Coach

Monaco Coach Corporation, a national manufacturer of motorized and
towable recreational vehicles, ranked as the number one producer
of diesel-powered motorhomes.  Headquartered in Coburg, Oregon,
with manufacturing facilities in Oregon and Indiana, the Company
offered a variety of RVs, from entry-level priced towables to
custom-made luxury models under the Monaco, Holiday Rambler,
Safari, Beaver, McKenzie, and R-Vision brand names.  The Company
operated motorhome-only resorts in California, Florida, Nevada and
Michigan.  Monaco Coach was listed on the Pink Sheets under the
symbol "MCOAQ".

Monaco Coach and its affiliates filed for Chapter 11 (Bankr. D.
Del. Lead Case No. 09-10750) on March 5, 2009.  As of Sept. 27,
2008, the Company had $442.1 million in total assets and $208.8
million in total liabilities.  Laura Davis Jones, Esq., and
Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP,
served as the Debtors' counsel.  Dennis A. Meloro, Esq., Diane E.
Vuocolo, Esq., Donald J. Detweiler, Esq., Kevin Finger, Esq.,
Monica Loftin Townsend, Esq., and Sean Bezark, Esq., at Greenberg
Traurig, LLP, represented the official committee of unsecured
creditors.  Omni Management Group LLC served as the Debtors'
claims, balloting, noticing and administrative agent.

In July 2009, the Bankruptcy Court converted Monaco's Chapter 11
bankruptcy cases to proceedings under Chapter 7 of the Bankruptcy
Code.  The Debtor lost access to cash collateral securing its
obligations to its lenders.

Monaco Coach, now known as MCC, closed sales of its luxury
motorhome resort and core manufacturing assets on June 4, 2009.

In June 2009, Navistar International Corporation, through its
wholly owned subsidiary Workhorse International Holding Company,
completed the acquisition of Monaco Coach's five manufacturing
facilities, intellectual property and trademarks and certain
inventory for $45 million.  Navistar funded the purchase price
with cash on hand.


MOUNTAIN CITY: Files Chapter 11 Liquidating Plan
------------------------------------------------
Mountain City Meat Co., Inc., filed with the Bankruptcy Court its
Liquidating Chapter 11 Plan of Reorganization dated Jan. 11, 2012.
The Plan is in a form of settlement with holders of 20 Day Vendor
Claims and holders of Unsecured Claims.

Although the Debtor initiated the Chapter 11 Case on Sept. 24,
2011, creditors holding claims on account of goods delivered to
the Debtor within 20 days prior to the Petition Date, filed an
involuntary Chapter 7 case against the Debtor on Aug. 11, 2011.
The Debtor estimates that the amount of 503(b)(9) Claims will be
over $4.3 million if the Involuntary Petition Date is used as the
date of the commencement of the case, whereas the amount of
503(b)(9) Claims will likely be $0 if the Voluntary Petition Date
is used.

Under the Plan, the Debtor is conditionally consenting to the
Involuntary Petition Date as the Petition Date.  However, holders
of 20 Day Vendor Claims may not be paid in full.  Instead,
they will receive, up to the full amount of their claims:

   (i) an amount equal to 75% of the first $1,100,000 of
       unencumbered funds of the estate, less the substantial
       contribution claim of the Petitioning Creditors, provided,
       however, that the Unencumbered Funds must total at least
       $1,000,000;

  (ii) 100% of the Unencumbered Funds in excess of $1,100,000, if
       any; and

(iii) 50% of any Net Litigation Recoveries.

The other 25% of the first $1,100,000 of Unencumbered Funds will
be distributed to the Post-Confirmation Committee for
investigation and litigation of certain causes of action of the
Debtor's estate that will be assigned to the Post-Confirmation
Committee.

The Debtor has analyzed the value of continuing to contest the
Involuntary Case and other possible means of providing recovery to
its Creditors and believes that the Plan, if confirmed, provides
the most efficient and practical means of recovery for creditors.
The Debtor maintains the settlement provides Holders of 20 Day
Vendor Claims greater recoveries than they would receive if the
Involuntary Petition is dismissed, and it provides Holders of
General Unsecured Claims with a right to receive more than they
would if an order for relief is entered in the Involuntary Case.

A full-text copy of the Disclosure Statement explaining the
Liquidating Plan is available at:

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

                      About Mountain City Meat

Denver, Colorado-based Mountain City Meat Co., Inc. --
http://www.mountaincitymeat.com/-- is one of the largest portion
control beef processors in the United States.  Through its
headquarters and manufacturing facility in Denver, and its second
manufacturing facility in Nashville, Tennessee, Mountain City
supplies high quality ground beef and portion control steak cuts
through several channels, including retail stores, chain
restaurants and broadline food service distributors.

On Aug. 9, 2011, Mountain City's board of directors appointed BGA
Management LLC d/b/a Alliance Management, through its agent, Alex
G. Smith as the company's Chief Restructuring Officer until the
need for a CRO no longer existed.  Immediately after appointing
Alliance as CRO, the Board resigned.

On Aug. 11, 2011, Mountain City's secured lender, Fifth Third Bank
commenced a receivership action against the company in Denver
District Court.  At 5:00 p.m. that same day, the Denver District
Court appointed Alliance as receiver for Mountain City's personal
property and related operations.

However, minutes before the receivership order, certain putative
unsecured creditors -- Orleans International, Inc., National Beef
Packing, Inc. and XL Four Star Beef, Inc. -- commenced an
involuntary Chapter 7 bankruptcy petition (Bankr. D. Colo. Case
No. 11-29209) against Mountain City.  The Involuntary Chapter 7
petition was filed as a result of, among other reasons, the Debtor
(a) ordering and not paying for in excess of $2,400,000 of meat
inventory from the Petitioning Creditors; and (b) issuing checks
to the Petitioning Creditors for a portion of the inventory, which
checks were refused for payment by Fifth Third Bank.  The Debtor
sought dismissal of the Involuntary Petition on the grounds that
it was filed in bad faith because the Petitioning Creditors were
motivated solely by their desire to preserve their claims under
Section 503(b)((9) of the Bankruptcy Code to have that portion of
their claims related to goods sold to the Debtor within 20 days
prior to the filing treated as an administrative expense.

In the Involuntary Case, the Secured Lender obtained two interim
orders annulling the automatic stay to allow the receiver to keep
control of the Debtor.

Mountain City filed a voluntary Chapter 11 petition (Bankr. D.
Colo. Case No. 11-32656) on Sept. 24, 2011.  Judge Howard R.
Tallman presides over the case.  Michael J. Pankow, Esq., Daniel
J. Garfield, Esq., Heather B. Schell, Esq., at Brownstein Hyatt
Farber Schreck, LLP, represent the Debtors as counsel.  The Debtor
estimated up to $50 million in assets and debts.

Attorneys for the Petitioning Creditors are John B. Wasserman,
Esq., at Sender & Wasserman, P.C., and Howard S. Sher, Esq., and
Michele L. Walton, Esq., at Jacob & Weingarten, P.C.

Fifth Third is represented in the case by James T. Markus, Esq.,
and John F. Young, Esq., at Markus Williams Young & Zimmermann
LLC.

An official committee of unsecured creditors has been appointed in
the case.  The panel is represented by Harold G. Morris, Jr.,
Esq., and John C. Smiley, Esq., at Lindquist & Vennum PLLP.


N. BERGMAN: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: N. Bergman Insurance Trust
        1247 E. 13th Street
        Brooklyn, NY 11230

Bankruptcy Case No.: 12-40822

Chapter 11 Petition Date: February 6, 2012

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

Judge: Jerome Feller

Debtor's Counsel: Mark A. Frankel, Esq.
                  BACKENROTH FRANKEL & KRINSKY, LLP
                  489 Fifth Avenue, 28th Floor
                  New York, NY 10017
                  Tel: (212) 593-1100
                  Fax: (212) 644-0544
                  E-mail: mfrankel@bfklaw.com

Scheduled Assets: $3,500,000

Scheduled Liabilities: $1,993,000

The Company?s list of its six largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nyeb12-40822.pdf

The petition was signed by Jacob Herbst, trustee.


NANCE PROPERTIES: Broker Can't Get Commission for Botched Sale
--------------------------------------------------------------
Bankruptcy Judge J. Rich Leonard denied a broker's request for
commission from a sale deal that never materialized.

Nance Properties Inc. hired Richard A. O'Bey and Eastern Carolina
Properties Inc. to sell certain properties.  The Debtor proposed
to pay the firm commissions equal to 4% of the gross sales price
of the property.

On June 6, 2011, ECP procured an agreement with H. Brooks Barwick,
III for the purchase and sale of the Debtor's businesses located
in Swansboro, North Carolina, and Richlands, North Carolina,
together with nearly all of the associated business assets for
$1,200,000.  The Debtor asked the Court to approve the private
sale free and clear of all liens.  Following the objection of
secured lender First-Citizens Bank & Trust Company, the Court
denied the motion on the grounds that the proposed sale did not
satisfy the requirements of 11 U.S.C. Sec. 363(f).

On Dec. 8, 2011, ECP sought compensation, stating that "[b]ased on
the contract sales price of $1.2 million and the 4% commission,
[ECP] is owed a sales commission for procuring a ready, willing
and able buyer in the sum of $48,000."

The Bankruptcy Administrator and the Debtor objected, arguing that
ECP is not entitled to receive commission from the attempted sale
of the property, and therefore, the application for compensation
must be denied.  ECP argues that the right to receive the
commission attached when it provided "a ready, willing, and able
buyer at a price acceptable to the parties intending to engage in
the transaction . . . and but for the actions of the debtor and
the decision of this Court, ECP . . . provided all services as
required of it in the [listing] agreement."

The Court held that the denial of the sale "was in no way a breach
by the debtor; it was simply the intervening application of law
that applied to the transaction."

A copy of the Court's Feb. 6 Order is available at
http://is.gd/1TbJT5from Leagle.com.

Swansboro, North Carolina-based Nance Properties Inc. owns and
operates Valvoline stations and car wash facilities.  It filed
for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case No. 11-06197) on
Aug. 12, 2011.  Judge J. Rich Leonard presides over the case.
Trawick H. Stubbs, Jr., Esq. -- efile@stubbsperdue.com -- at
Stubbs & Perdue, P.A., serves as the Debtor's counsel.  It
scheduled assets of $1,253,102 and liabilities of $2,880,122.  The
petition was signed by Joseph R. Nance, president.


NEW STREAM: Again Requests More Time to File Chapter 11 Plan
------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that New Stream Secured
Capital Inc. is asking a judge to extend, for the fifth time,
control of its bankruptcy as it works to finalize its
restructuring plan.

                        About New Stream

New Stream is an inter-related group of companies that
collectively comprise an investment fund, headquartered in
Ridgefield, Connecticut.  Founded in 2002, New Stream focuses on
providing non-traded private debt to the insurance, real estate
and commercial finance sectors.

On March 7, 2011, when New Stream was still soliciting votes on
the Chapter 11 plan, certain investors filed a petition (Bankr. D.
Del. Lead Case No. 11-10690) seeking to force three New Stream
funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream
Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured
Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy.

The petitioning investors in the New Stream investment enterprise
say they are collectively owed over $90 million, representing
roughly 28% of the approximately $320 million owed to all U.S. and
Cayman investors.  The Petitioners are represented by (i) Joseph
H. Huston, Jr., Esq., Maria Aprile Sawczuk, Esq., Meghan A.
Cashman, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware,
and Beth Stern Fleming, Esq., at Stevens & Lee, P.C., in
Philadelphia, Pennsylvania, and Nicholas F. Kajon, Esq., David M.
Green, Esq., and Constantine Pourakis, Esq., at Stevens & Lee,
P.C., in New York, (ii) Edward Toptani, Esq., at Toptani Law
Offices, in New York, and (iii) John M Bradham, Esq., and David
Hartheimer, Esq., at Mazzeo Song & Bradham LLP, in New York.

New Stream Secured Capital, Inc., and three affiliates (New Stream
Insurance, LLC, New Stream Capital, LLC, and New Stream Secured
Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 11-10753) on March 13, 2011, with a proposed prepackaged
Chapter 11 plan.

Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J.
Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP,
serve as the Debtors' bankruptcy counsel. Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.

NSSC, Inc., estimated its assets and debts at up to $50,000.  NSC
estimated its assets at $100,000 to $500,000 and debts at $50,000
to $100,000.  NSI estimated its assets at $100 million to
$500 million and debts at $50 million to $100 million.  NSSC, LP,
estimated its assets and debts at $500 million to $1 billion.

NSI's insurance portfolio is being sold for $184.35 million as
part of the Chapter 11 plan.  The aggregate indebtedness secured
by the investment portfolio of NSSC is $688,412,974.  NSI owes
$81,573,376 to certain account classes under a Bermuda fund.

The Official Committee of Unsecured Creditors proposes to hire
Kurtzman Carson Consultants LLC as its communications agent;
Houlihan Lokey Howard & Zukin Capital, Inc., as its financial
advisor and investment banker; and Zolfo Cooper, LLC, as its
forensic accountants and litigation support consultants.

New Stream completed a sale of its assets on June 3.  New Stream
sold the portfolio of life-insurance policies to an affiliate of
McKinsey & Co. for $127.5 million.  There were no competing bids
at auction.


NNN LAS COLINAS: Case Summary & Largest Creditor
------------------------------------------------
Debtor: NNN Las Colinas Highlands 24, LLC
        476 Main Street
        Old Saybrook, CT 06475

Bankruptcy Case No.: 12-30262

Chapter 11 Petition Date: February 6, 2012

Court: U.S. Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Peter L. Ressler, Esq.
                  GROOB RESSLER & MULQUEEN, PC
                  123 York Street, Suite 1B
                  New Haven, CT 06511-0001
                  Tel: (203) 777-5741
                  Fax: (203) 777-4206
                  E-mail: ressmul@yahoo.com

Estimated Assets: $0 to $50,000

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

The petition was signed by Anthony C. Bowser, member.

Affiliate that simultaneously filed separate Chapter 11 petition:

   Debtor                                      Case No.
   ------                                      --------
NNN Las Colinas Highlands 25, LLC              12-30260
   Assets $0 to $50,000
   Debts: $10,000,001 to $50,000,000

NNN Las Colinas Highlands 24?s list of its largest unsecured
creditors filed with the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
PNC Bank, NA                       --                  $30,500,000
10851 Mastin, Suite 300
Overland Park, KS 66210

NNN Las Colinas Highlands 25?s list of its largest unsecured
creditors filed with the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
PNC Bank, NA                       --                  $30,500,000
10851 Mastin, Suite 300
Overland Park, KS 66210


O.P.C.O., INC.: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: O.P.C.O., Inc.
        4432 Cave Spring Road
        Rome, GA 30161

Bankruptcy Case No.: 12-40349

Chapter 11 Petition Date: February 6, 2012

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Rome)

Judge: Paul W. Bonapfel

Debtor's Counsel: George M. Geeslin, Esq.
                  Eight Piedmont Center, Suite 550
                  3525 Piedmont Road, N.E.
                  Atlanta, GA 30305-1565
                  Tel: (404) 841-3464
                  Fax: (404) 816-1108
                  E-mail: geeslingm@aol.com

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

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

The petition was signed by James P. Jones, III, president.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Floyd County Tax Commissioner      Property Tax             $3,658
P.O. Box 26
Rome, GA 30162


OUTBACK STORAGE: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Outback Storage, LLC
        P.O. Box 1688
        Dawsonville, GA 30534

Bankruptcy Case No.: 12-20420

Chapter 11 Petition Date: February 6, 2012

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Gainesville)

Debtor's Counsel: Charles N. Kelley, Jr., Esq.
                  CUMMINGS & KELLEY PC
                  P.O. Box 2758
                  Gainesville, GA 30503-2758
                  Tel: (770) 531-0007
                  Fax: (678) 866-2360
                  E-mail: ckelley@cummingskelley.com

Scheduled Assets: $2,073,063

Scheduled Liabilities: $2,122,500

The Company?s list of its three largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ganb12-20420.pdf

The petition was signed by Troy L. Ledbetter, manager.


OUTSOURCE HOLDINGS: Liquidation Plan Declared Effective
-------------------------------------------------------
The First Amended Plan of Liquidation of Outsource Holdings, Inc.
was declared effective on Jan. 11, 2012.  Conditions to the
effectiveness of the Plan have been satisfied.

The Plan was successfully confirmed on Dec. 22, 2011.  The Plan
provides for the orderly liquidation of the Debtor's assets by the
Plan Administrator.

Brent Burrows is appointed as Plan Administrator.

Any Claim arising out of the rejection of an Executory Contract
pursuant to the Confirmation Order or prior order of the
Bankruptcy Court must be filed with the Court no later than 30
days after the Plan Effective Date.

The Confirmation Order provides that Keefe, Bruyette & Woods, Inc.
holds an Allowed Claim against the Debtor, that KBW will receive
treatment under Class 1 of the Plan on account of its Allowed
Claim, and that KBW will not be required to file any further claim
for rejection damages due to contract rejection.

Requests for payment of Administrative Claims must be filed no
later than 45 days after the Plan Effective Date.

Professionals seeking compensation for services or reimbursement
of expenses must file a formal application for final allowance no
later than 60 days after the Plan Effective Date.

As reported by The Troubled Company Reporter on Dec. 1, 2011, yhe
amount of funds that will be available for distribution to
creditors under the Plan will depend on various unknown factors,
such as the total amount of administrative claims, the amount
ultimately collected pursuant to the Acquisition Agreement and the
amount of expenses that will be incurred to administer the Plan.
A copy of the Disclosure Statement is available for free at:

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

                     About Outsource Holdings

Lubbock, Texas-based Outsource Holdings, Inc.'s only significant
asset was its ownership of all of the outstanding capital stock of
Jefferson Bank, which is a state bank with five branch locations
in the Dallas/Fort Worth metroplex.

Outsource Holdings filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Tex. Case No. 11-41938) on April 3, 2011.  Jeff P.
Prostok, Esq., at Forshey & Prostok, L.L.P., in Fort Worth, Tex.,
serves as Outsource Holdings' bankruptcy counsel.  The Debtor also
tapped Commerce Street Capital, LLP, as investment banker and
financial advisor, Fenimore, Kay, Harrison & Ford, LLP as special
transaction and regulatory counsel.  The Debtor disclosed
$10,571,121 in assets and $13,887,431 in liabilities as of the
Chapter 11 filing.

Anthony J. Pacchia was appointed as Chapter 11 examiner in the
Debtor's case.  The examiner tapped Cole, Schotz, Meisel, Forman &
Leonard, P.A., as counsel and Traxi, LLC, as financial advisors.

No creditors' committee has been appointed in the case.


PAN WESTERN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Pan Western Corporation
        4910 Donovan Way, Suite A
        N. Las Vegas, NV 89081

Bankruptcy Case No.: 12-11333

Chapter 11 Petition Date: February 6, 2012

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

Judge: Bruce T. Beesley

Debtor's Counsel: David J. Winterton, Esq.
                  DAVID J. WINTERTON & ASSOC., LTD.
                  211 N. Buffalo Drive #A
                  Las Vegas, NV 89145
                  Tel: (702) 363-0317
                  Fax: (702) 363-1630
                  E-mail: david@davidwinterton.com

Scheduled Assets: $1,950,000

Scheduled Liabilities: $17,292,837

The Company?s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nvb12-11333.pdf

The petition was signed by Mitchell Truman.


PAPERWORKS INDUSTRIES: Cut by S&P to 'B-', Now on Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Philadelphia-based PaperWorks Industries Holding Corp.
to 'B-' from 'B'. "At the same time, we lowered the issue-level
rating on the company's senior secured term loan to 'B-' (the same
as the corporate credit rating) from 'B'. The recovery rating
on the senior secured term loan is '3', indicating our expectation
of meaningful recovery (50% to 70%) for investors in the event of
a default. In addition, all ratings were placed on CreditWatch
with negative implications," S&P said.

"The downgrade and CreditWatch listing reflect our revised
assessment of PaperWorks' liquidity to 'less than adequate' from
'adequate' as a result of the increased likelihood that the
company may need to address compliance with its covenants in the
near-term," S&P said.

"We believe that sluggish demand for the company's paperboard
products along with cost pressures contributed to weaker-than-
expected cash flow and a deterioration in covenant cushion with
the potential for a covenant breach," said Standard & Poor's
credit analyst Tobias Crabtree.

"Previously, our ratings incorporated that the company would be
able to improve its cushion with regards to its covenants to 15%
following its July 2011 refinancing transaction. Financial
maintenance covenants include maximum leverage, minimum EBITDA,
minimum fixed-charge coverage, and maximum capital expenditures
covenants," S&P said.

Private-equity owned PaperWorks operates within the highly
competitive and fragmented paperboard folding carton market where
it faces several significantly larger and diversified competitors.

"In resolving the CreditWatch listing, Standard & Poor's expects
to meet with PaperWorks' new management team, following the recent
departure of its CEO and CFO, to discuss its plans to address
potential covenant compliance issues and to review its near-term
operating and financial strategies. Ratings could be lowered if
our view of the company's liquidity were to be revised to 'weak'
from 'less than adequate,' such as in the case that the company
was unable to obtain near-term covenant relief," S&P said.


PARKWAY HOSPITAL: Chapter 7 Conversion Moots 2nd Cir. Appeal
------------------------------------------------------------
The U.S. Court of Appeals for the Second Circuit affirmed the
District Court's dismissal of The Parkway Hospital's complaint
against the Commissioner of the New York State Department of
Health, the Public Health Council of the State of New York and
various members of the Committee on the Establishment of Health
Care Facilities over the revocation of its operating certificate
and the hospital's closure.

Parkway was a private, for-profit hospital in Forest Hills, New
York.  In 2005, Parkway voluntarily filed for Chapter 11
bankruptcy, and in January 2007 learned that, pursuant to Chapter
63, Part E, Section 31 of New York State Laws of 2005 c/k/a the
"Enabling Legislation," the state intended to revoke Parkway's
operating certificate and slated it for closure by June 30, 2008.

After learning that it was to be closed, Parkway brought several
actions in state court and in the bankruptcy court challenging its
closure which delayed the closure until November 2008.  Parkway
discontinued its state court action and in August 2009 brought a
federal action.

Parkway's federal action alleges that the defendants violated its
rights to procedural and substantive due process and effected an
uncompensated taking.  The procedural due process claim asserts
that Parkway was not provided notice or opportunity to be heard
prior to the revocation of its operating certificate.

Parkway claims that the defendants "wholly rejected" and
disregarded evidence that Parkway had secured financing and would
emerge from bankruptcy, and that the closure determination was
conducted in secret without Parkway having notice and an
opportunity to be heard.

In August 2010, because Parkway defaulted on its plan of
reorganization, Parkway's chapter 11 bankruptcy was converted by
the bankruptcy court into a liquidation proceeding under chapter 7
of the federal Bankruptcy Code.  In its bankruptcy filings,
Parkway admits that it lacks funds to cover administrative
expenses and that it has more than $90 million of unpaid debts.

According to the Second Circuit, there is no indication that
Parkway has the wherewithal to emerge from bankruptcy and operate
a hospital.  Parkway can no longer obtain any legally cognizable
benefit from the declaratory and injunctive relief it seeks.

The case before the appeals court is, THE PARKWAY HOSPITAL,
Plaintiff-Appellant, v. NIRAV R. SHAH, AS COMMISSIONER OF THE NEW
YORK STATE DEPARTMENT OF HEALTH, PUBLIC HEALTH COUNCIL OF THE
STATE OF NEW YORK, SUSAN REGAN, MICHAEL FASSLER, HOWARD
FENSTERMAN, HERBERT FRIEDMAN, ELLEN RAUTENBERG, PETER ROBINSON,
AND FRANK SERBAROLI, AS MEMBERS OF THE COMMITTEE ON ESTABLISHMENT
OF HEALTH CARE FACILITIES, Defendants-Appellees, No. 10-3057-cv
(2nd Cir.).  The panel consists of Circuit Judges Ralph K. Winter,
Peter W. Hall, and Denny Chin.

A copy of the Second Circuit's Feb. 6, 2012 Summary Order is
available at http://is.gd/SFfusXfrom Leagle.com.

                     About Parkway Hospital

The Parkway Hospital Inc. operated a 251-bed proprietary, acute
care community hospital located in Forest Hills, New York.  The
Company filed for chapter 11 protection on July 1, 2005 (Bankr.
S.D.N.Y. Case No. 05-14876).  Timothy W. Walsh, Esq., at DLA Piper
Rudnick Gray Cary US LLP, represented the Debtor in its
restructuring efforts.  The Trumbull Group, nka Wells Fargo
Trumbull, served as the Debtor's claims agent.  Alston & Bird LLP
served as substitute bankruptcy counsel to the Official Committee
of Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $28,859,000 in total assets and
$47,566,000 in total debts.


PENINSULA HOSPITAL: Can Access 1199 Funds' Cash Until Feb. 29
-------------------------------------------------------------
The Hon. Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York, in a seventh interim order,
authorized Peninsula Hospital Center, et al., to use cash
collateral of 1199 SEIU National Benefit Fund for Health and Human
Services Employees, 1199SEIU Health Care Employees Pension Fund,
League/1199SEIU Training and Upgrading Fund, 1199SEIU Employer
Child Care Fund, and League/1199SEIU Health Care Industry Job
Security Fund -- 1199 Funds -- until February 29, 2012.

The Court ordered that:

   (a) The Debtors will pay $341,769.25 to the 1199 Funds on or
        before February 29, 2012;

   (b) The balance of the amounts owed to the 1199 Funds for the
       post-petition period due January 31, 2012, will be treated
       as an allowed administrative expense claim of the 1199
       Funds; and

   (c) The Debtors will be authorized on consent to use the Cash
       Collateral of the 1199 Funds and Revival commencing
       February 2, 2012, through and including February 29, 2012.

                     About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., at
Macron & Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman,
et al., as their attorneys.  Nixon Peabody serves as their special
counsel; GCG, Inc., serves as claims and noticing agent.

Judge Stong appointed Daniel T. McMurray at Focus Management Group
as patient care ombudsman.  Neubert, Pepe & Monteith P.C. serves
as PCO's counsel.

Richard J. McCord, Esq., has been appointed by the Court as
examiner in the Debtors' cases.  He is tasked to conduct an
investigation of the Debtors' relationship and transactions with
Revival Home Health Care, Revival Acquisitions Group LLC, Revival
Funding Co. LLC, and any affiliates.  Certilman Balin, & Hyman,
LLP, which counts Mr. McCord as one of the firm's members, serves
as counsel for the Examiner.

CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.,
serve as financial advisors for the Official Committee of
Unsecured Creditors.  Robert M. Hirsh, Esq., at Arent Fox LLP, in
New York, N.Y., represents the Committee as counsel.


PINNACLE AIRLINES: Shareholders Mull Equity Committee
-----------------------------------------------------
Wayne Risher at the Commercial Appeal reports that a group
advocates immediate appointment of directors with full voting
rights to represent shareholders and to promptly begin formation
of an equity committee in the event Pinnacle Airlines Inc. filed
for Chapter 11 bankruptcy.

According to the report, the group is created by investor Wayne
King, and Ithaca, N.Y., hedge fund manager Ryan Morris.  The group
is holding 5.29% of Pinnacle's common stock.

The report says Pinnacle officials have said a bankruptcy filing
may be their best option if negotiations don't work out with
unions, vendors, lenders, major airline partners and other
constituents.

                   About Pinnacle Airlines Corp.

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

The Company reported $8.81 million on $938.05 million of total
operating revenue for the nine months ended Sept. 30, 2011,
compared with net income of $17.02 million on $729.13 million of
total operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.


PROVIDENT FINANCING: Fitch Affirms Jr. Sub. Securities at 'BB+'
---------------------------------------------------------------
Fitch Ratings has affirmed Unum Group Inc.'s (NYSE: UNM) holding
company ratings, including the senior debt rating at 'BBB', as
well as the Insurer Financial Strength (IFS) ratings of all
domestic operating subsidiaries at 'A'.

The affirmation follows a review of UNM's fourth quarter and full
year 2011 earnings. UNM announced that it was discontinuing the
sale of group long-term care products and moving the business to a
closed block status.  As part of the restructure, the company
incurred a deferred acquisition cost (DAC) impairment of $290
million and a reserve strengthening charge of $574 million, for a
total after-tax restructuring charge of $561 million.

Additionally, the company incurred a pre-tax reserve strengthening
charge of $184 million related to its closed block individual
disability business.

Fitch believes UNM's core run-rate profitability continues to
support the current rating level.  Operating margins in UNM's U.S.
disability business have held up better than Fitch's expectations,
and they have been better than those of peers. While Unum U.K.
results have shown deterioration over the past two years, the
company has taken steps to improve results going forward.

At year-end 2011, reserves related to closed-block business
represented over 45% of UNM's total net reserves.  With respect to
the individual disability business, the company had previously
taken a $111 million reserve strengthening charge in 2004 when it
was moved to a closed block status.  Fitch believes any further
reserve strengthening charges in the near term would reflect
poorly on the company's actuarial reserving methodology and risk
management practices.

UNM's financial leverage was 23% at year-end 2011.  Fitch
considers the company's debt service capacity as being adequate
for the rating level and expects run-rate, GAAP earnings based
interest coverage to remain near 11x in 2012. Holding company
liquidity totaled $756 million at year-end 2011, down from
approximately $1 billion at year-end 2010.

The key rating triggers that could lead to an upgrade include:

  -- Improved general economic conditions including a growth in
     employment, salaries and disposable income which enable UNM
     to achieve its long-term target of 5%-8% annual earnings
     growth on its core operations.

  -- GAAP earnings-based interest coverage over 12x-14x and
     statutory maximum allowable dividend coverage of interest
     expense at 8x.
  -- U.S. risk-based capital ratio above 400% and run-rate
     financial leverage below 20%.

Key rating triggers that could lead to a downgrade include:

  -- Deterioration in financial results that includes an increase
     in the U.S. group disability benefit ratio over 87%; GAAP
     earnings-based interest coverage falling below 8x and
     statutory maximum allowable dividend interest expense
     coverage falling below 4x.
  -- Any additional reserve strengthening charges in the near
     term;
  -- Holding company cash falls below management's target of
     approximately 1x fixed charges (interest expense plus common
     stock dividend), or roughly $250 million.
  -- U.S. risk-based capital ratio below 350% and an increase in
     financial leverage above 25%.

Fitch affirms the following ratings with a Stable Outlook:

Unum Group Inc.

  -- Issuer Default Rating (IDR) at 'BBB+';
  -- 7.125% senior notes due Sept. 30, 2016 at 'BBB';
  -- 7% senior notes due July 15, 2018 at 'BBB';
  -- 5.625% senior notes due 2020 at 'BBB';
  -- 7.25% senior notes due March 15, 2028 at 'BBB';
  -- 6.75% senior notes due Dec. 15, 2028 at 'BBB';
  -- 7.375% senior notes due June 15, 2032 at 'BBB'.

Provident Financing Trust I

  -- 7.405% junior subordinated capital securities at 'BB+'.

UnumProvident Finance Company plc,

  -- 6.85% senior notes due Nov. 15, 2015 at 'BBB'.

Unum Group members:
Unum Life Insurance Company of America
Provident Life & Accident Insurance Company
Provident Life and Casualty Insurance Company
The Paul Revere Life Insurance Company
The Paul Revere Variable Annuity Insurance Company
First Unum Life Insurance Company
Colonial Life & Accident Insurance Company

  -- IFS at 'A'.


QUANTUM CORP: Paul Orlin Discloses 8.4% Equity Stake
----------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Paul E. Orlin and his affiliates disclosed
that, as of Dec. 31, 2011, they beneficially own 19,675,198 shares
of common stock of Quantum Corporation representing 8.42% of the
shares outstanding.  A full-text copy of the filing is available
for free at http://is.gd/JoAojA

                         About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

The Company's balance sheet at Sept. 30, 2011, showed $394.19
million in total assets, $443.32 million in total liabilities and
a $49.13 million total stockholders' deficit.

                          *     *     *

In January 2011, Moody's Investors Service upgraded Quantum
Corporation's Corporate Family and Probability of Default ratings
to B2 from B3 and revised the ratings on the senior secured debt
obligations to Ba3 from B1.  The rating outlook is positive.  The
upgrade of the CFR to B2 reflects Quantum's improved operating
performance, which stems from strong customer adoption and growth
of its higher margin branded disk-based systems and software
products, which Moody's expects to continue in FY12.

In March 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on storage manufacturer Quantum Corp. to
'B' from 'B-'.  The outlook is stable.  "The upgrade reflects that
the company has posted four sequential quarters of sustained
EBITDA generation, despite ongoing declines in its core tape
business and the absence of an EMC licensing arrangement," said
Standard & Poor's credit analyst Lucy Patricola.  In addition,
debt/EBITDA has been stable for the last four quarters at about 4x
and reduced from 2009 levels, primarily reflecting application of
free cash flow to debt reduction.


R.E. LOANS: U.S. Trustee Removes Lisa Khan from Noteholders Panel
-----------------------------------------------------------------
William T. Neary, the United States Trustee for Region 6, pursuant
to 11 U.S.C. Sec. 1102(a) and (b), removed Lisa Khan from the
the list of Official Committee of Note Holders appointed in the
Chapter 11 cases of R.E. Loans, LLC, et al.

The Second Amended Official Committee of Note Holders are now
comprised of:

      1. Pearl L. Tom
         Tom Enterprise GP
         3744 Grove Avenue
         Palo Alto, CA 94303
         Tel: (650) 494-3871
         Fax: (650) 494-3871
         E-mail: pearltom17@hotmail.com

      2. Sherratt Reicher
         3200 Danvielle Blvd., Suite 200
         Alamo, CA 94507
         Tel: (925) 314-0914
         E-mail: sreicher@hudsonco.com

      3. Linda Reilly
         Patrick and Linda Reilly, Trustees
         30503 Palomares Road
         Castro Valley, CA 94552
         Tel: (510) 581-6224
         E-mail: linda.reilly@sbcglobal.net

      4. Barbara Hamrick
         749 Superior Avenue
         San Leandro, CA 94577
         Tel: (510) 914-0650
         Fax: (510) 562-5551
         E-mail: hamrick.barbara@yahoo.com

      5. Gene Rapp
         North American Financial Corp.
         23950 Mission Blvd.
         Tel: (510) 504-9085
         Fax: (510) 582-4921
         E-mail: generapp@aol.com

      6. Steve Fong
         1030 Shoreline Drive
         San Mateo, CA 94404
         Tel: (650) 888-8480
         E-mail: steve.fong@fong.com

      8. Edwin Blue
         Edwin and Gertrude M. Blue, Trustees
         87 Flood Circle
         Atherton, CA 94027-2108
         Tel: (650) 323-7309
         Fax: (650) 325-9871
         E-mail: edwinblue@aol.com

      8. Allan Cone
         Pensco Trust FBO
         P.O. Box 2370
         Mendocino, CA 95460
         Tel: (707) 953-0257
         Fax: (707) 829-2411

      9. Eliott Abrams
         Law Offices of Eliott Abrams
         2033 North Main Street, Suite 750
         Walnut Creek, CA 94596-3774
         Tel: (925) 947-1333
         Fax: (925) 210-1224
         E-mail: elliot@aebramslaw.com
                 eabrams@pacbell.net

     10. Dixon Collins
         Collins Development Co.
         259 Leaf Court
         Angels Camp, CA 95222
         Tel: 209-736-2236
         Fax: 209-736-2231
         E-mail: calldixon@comcast.net

     11. Ron Nahas, Ex Officio
         Ronald and Mary Trust
         3697 Mt. Diablo Blvd., Suite 250
         Lafayette, CA 94549
         Tel: (925) 254-8800
         Fax: (925) 254-8860
         E-mail: rnahas@rafnah.com

                       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.

Akin Gump Strauss Hauer & Feld LLP, in Dallas, represents
the Official Committee of Note Holders as counsel.


R.E. LOANS: Committee Wants Case Move from Dallas to California
---------------------------------------------------------------
The Official Committee of Note Holders appointed in the Chapter 11
cases of R.E. Loans, LLC, et al., requests the U.S. Bankruptcy
Court for the Northern District of Texas to transfer venue of the
Debtors' cases to the U.S. Bankruptcy Court for the Northern
District of California, Oakland Division.

In support thereof, the Committee respectfully states as follows:

   1. The overwhelming majority of the Debtors' creditors reside
      in northern California.

   2. The Debtors have never operated in North Texas and they
      don't actively hold assets there.  The sole connection to
      this district is that the Debtors' prepetition secured
      lender perfected its liens on certain notes pledged by the
      Debtors as security by taking possession of those notes and
      storing them in a vault in Dallas.

   3. The Debtors commenced the Chapter 11 cases in Dallas because
      the prepetition secured lender, Wells Fargo Capital Finance,
      LLC, conditioned its willingness to extend post-petition
      financing on the cases not being filed in Northern
      California.

   4. To permit the cases to remain in Dallas based on no more
      connection to the venue than the presence of the lender's
      collateral in a downtown vault is an abuse of the venue
      statutes, and should not be countenanced by the Court.

A hearing on this matter has been requested on March 6, 2012, at
9:15 a.m.

                       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.

Akin Gump Strauss Hauer & Feld LLP, in Dallas, represents
the Official Committee of Note Holders as counsel.


R.E. LOANS: Committee Has OK for Diamond McCarthy to Probe Claims
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
entered an agreed order authorizing the Official Committee of Note
Holders to employ Diamond McCarthy LLP as special counsel.

As reported in the TCR on Dec. 16, 2011, Diamond McCarthy will
conduct a preliminary investigation of, and prepare a written
report regarding, potential claims and causes of action the
estates may hold against third parties, including any claims
against Wells Fargo Capital Finance, LLC, claims against former
insiders and professionals of the Debtors, and claims under
Chapter 5 of the Bankruptcy Code.

The retention will primarily consist of two components:

   1) Investigation. Diamond McCarthy will conduct a preliminary
      investigation, including discovery pursuant to Bankruptcy
      Rule 2004, and prepare a written report regarding the
      estates' potential Litigation Claims. Diamond McCarthy will
      present the written report to the Committee by Feb. 10,
      2012.

   2) Prosecution. Based upon the written report, the Committee,
      in consultation with its advisors, will determine which
      Litigation Claims to pursue, and the compensation to
      be paid to Diamond McCarthy or other counsel in connection
      therewith.

Diamond McCarthy will likely enter into a joint prosecution
agreement with Bonnett, Fairbourn, Friedman & Balint, P.C., lead
counsel for the plaintiffs in the class action suit against
certain Debtor entities, related entities and third parties.

Diamond McCarthy will complete its investigation and written
report at no charge to the estates, predicated on the expectation
that the Committee and Diamond McCarthy will subsequently agree on
terms of a contingent fee arrangement for Diamond McCarthy to
represent the Committee in prosecuting the Litigation Claims.  Any
such contingent fee arrangement will be the subject of a separate
application for approval by the Court.  Failing that, Diamond
McCarthy will be entitled to seek compensation for services
rendered and reimbursement of actual expenses incurred based upon
its standard hourly rates.  In either case, the compensation to be
paid to Diamond McCarthy will be paid solely from the proceeds, if
any, of Litigation Claims.

Diamond McCarthy's standard hourly rates range from $350 to $675
for partners, $225 to $350 for associates, and $150 to $180 for
paralegals.

Eric D. Madden, a partner at Diamond McCarthy, assures the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                       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.

Akin Gump Strauss Hauer & Feld LLP, in Dallas, represents
the Official Committee of Note Holders as counsel.


R.E. LOANS: Can Employ Latham & Watkins as Special Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
authorized R.E. Loans, LLC, et al., to employ Latham & Watkins LLP
as Special Counsel, nun pro tunc to Nov. 23, 2011.

As reported in the TCR on Jan. 9, 2012, Latham will provide advice
to and represent the Debtors, as requested by the Debtors, in
connection with specific real estate development and land use
matters regarding the Debtors' loan and foreclosure proceedings
against the Rancho Las Flores property in San Bernardino County,
California (including providing such advice concerning the
bankruptcy and state court litigation arising therefrom), and such
other matters as may be requested by the Debtors and agreed to by
Latham.

During the period prior to the Petition Date, Latham received
compensation in the aggregate amount of $8,144.92 from R.E. Loans
for prepetition services rendered to R.E. Loans.  The payments to
Latham by R.E. Loans during the 12 months immediately prior the
Petition Date were made in the ordinary course of business of R.E.
Loans and Latham for services provided by Latham.  The Debtors do
not owe Latham any amounts relating to services rendered prior to
the Petition Date.

Compensation will be payable to Latham on an hourly basis, plus
reimbursement of actual, necessary expenses and other charges
incurred by the firm.  Currently, Latham's billing rates
applicable to this matter will range from $295 per hour to $1,210
per hour, depending upon the seniority and expertise of the
attorney involved.

The billing rates applicable to and negotiated for this matter of
the lead Partner, Christopher W. Garrett, and the lead
Associate, Jeffrey P. Carlin, are currently $810 and $600 per
hour, respectively.  Paralegal and other, non-attorney
professional time will be billed at rates from $95 per hour to
$575 per hour.  The billing rate applicable to and negotiated for
this matter of Project Analyst Cliff Williams is currently $350
per hour.

In addition, Latham will receive a $30,000 refundable general
retainer paid by the Debtors for services to be rendered and
expenses to be incurred in connection with the Debtors'
real estate and land use matters (including providing such advice
concerning the bankruptcy and state court litigation arising
therefrom) during the course of the bankruptcy proceedings.

Christopher W. Garrett, a partner of Latham and a member of
Latham's Environment, Land, and Resources Department, attests
that the firm is a "disinterested person," as that term is defined
in Section 101(14) of the Bankruptcy Code.

                       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.

Akin Gump Strauss Hauer & Feld LLP, in Dallas, represents
the Official Committee of Note Holders as counsel.


R. PONCE: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------
Debtor: R. Ponce Holdings, LLC
        8641 Old Bee Caves Road
        Austin, TX 78735

Bankruptcy Case No.: 12-10221

Chapter 11 Petition Date: February 4, 2012

Court: U.S. Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Barbara M. Barron, Esq.
                  BARRON & NEWBURGER, P.C.
                  1212 Guadalupe, Suite 104
                  Austin, TX 78701
                  Tel: (512) 476-9103
                  Fax: (512) 476-9253
                  E-mail: bbarron@bnpclaw.com

                         - and ?

                  Stephen W. Sather, Esq.
                  BARRON & NEWBURGER, P.C.
                  1212 Guadalupe, Suite 104
                  Austin, TX 78701
                  Tel: (512) 476-9103 Ext. 220
                  Fax: (512) 476-9253
                  E-mail: ssather@bnpclaw.com

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

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

The Company?s list of its six largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/txwb12-10221.pdf

The petition was signed by Richard Ponce, Jr., president.


RA GLOBAL: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: RA Global Holdings, Inc.
          fka Zust Bachmeier International Air Cargo, Inc.
        1412 Main Street, Suite 1800
        Dallas, TX 75202

Bankruptcy Case No.: 12-30799

Chapter 11 Petition Date: February 6, 2012

Court: U.S. Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: James C. Lanshe, Esq.
                  JAMES C. LANSHE, PLLC
                  1412 Main Street, Suite 1800
                  Dallas, TX 75202
                  Tel: (214) 522-6692

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

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

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

The petition was signed by George E. Burch, III, president.


REAL MEX: Second-Lien Noteholders Win Auction for Assets
--------------------------------------------------------
Real Mex Restaurants, Inc. said its board has approved a bid to
acquire virtually all assets of the Company and its subsidiaries
from a newly created entity associated with certain of the
Company's noteholders including affiliates of Tennenbaum Capital
Partners, Z Capital Partners and J.P. Morgan Investment
Management.

A sale hearing is scheduled for February 10 at which the
Bankruptcy Court will be asked to approve the bid, which was
submitted in accordance with auction procedures previously
approved by the Court.  Court approval and satisfaction of various
other conditions would clear the way for the purchaser to close
the sale within approximately 30 days after the sale hearing.
Following the sale the Real Mex restaurants and food production
facility will operate outside of Chapter 11 with a substantially
improved balance sheet.

Real Mex has been operating its restaurants and food production
subsidiary as usual while working to improve its capital structure
under Chapter 11.  The noteholders include investors that were in
the Company's pre-petition capital structure.

"We remain confident in our turnaround plans and are looking
forward to putting this challenging but necessary process behind
us," said Real Mex Chairman & CEO David Goronkin.  "We are close
to accomplishing our objectives in the Chapter 11 process and have
the right teams in place to move our brands and company forward.
A stronger financial foundation will allow us to accomplish this
more quickly."

Real Mex's decision to restructure was driven by high debt,
certain above-market rents and a weak economic environment,
particularly in California where most of its restaurants are
located.  General Electric Capital Corp. has been providing the
Company with DIP financing during the restructuring process.

                          About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to 11-
13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at Milbank, Tweed,
Hadley & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq.,
at Reed Smith LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at
Richards Layton & Finger.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern
LLP.


RESIDENTIAL CAPITAL: Said to be in Talks With Cerberus on Prepack
-----------------------------------------------------------------
Bloomberg News reports that people with knowledge of the matter,
who declined to be identified because the discussions are private,
said Residential Capital Inc. and its financial advisers are
talking to buyout firms including Fortress Investment Group LLC
and Cerberus Capital Management LP about the option of selling
itself through a pre-packaged Chapter 11 filing.

Mary Childs, writing for Bloomberg News, reports that credit-
default swaps on Rescap jumped 13.3 percentage points after the
report to a mid-price of 54.8% upfront as of 1:16 p.m. on Feb. 8
in New York, according to broker Phoenix Partners Group.
According to Bloomberg, that means the upfront cost to protect $10
million of ResCap bonds from default for five years jumped to
$5.48 million from $4.15 million before the report.  The initial
costs are in addition to $500,000 annually.

Sources told Bloomberg that parent Ally Financial, ResCap and
their advisors aim to craft a plan for the unit by the end of
March, before ResCap encounters financing and liquidity deadlines.

                           About ResCap

Residential Capital LLC is a wholly owned subsidiary of GMAC
Mortgage Group, LLC, which is a wholly owned subsidiary of Ally
Financial Inc. Through its core originations and servicing
business, ResCap originates, purchases, and services residential
mortgage loans.  As of Sept. 30, 2011, ResCap had a total
servicing book of $389.4 billion, making it the fifth largest
servicer in the U.S.

Ally Financial, formerly GMAC Inc. -- http://www.ally.com/-- is
one of the world's largest automotive financial services
companies.  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%.

GMAC 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 June 30, 2011, showed
$178.88 billion in total assets and $158.46 billion in total
liabilities.

                         Advisors on Board

The Wall Street Journal reported in November that people familiar
with the situation said Ally has hired Kirkland & Ellis and
investment bank Evercore Partners Inc. on a possible restructuring
of ResCap.   WSJ also noted ResCap brought in a new adviser,
Centerview Partners LLP, to consider its options.  Centerview's
new restructuring practice is led by former Miller Buckfire & Co.
bankers Samuel Greene and Marc Puntus.

Roughly $2.3 billion of ResCap debt is scheduled to come due in
2011, 2012 and 2013.  ResCap has $623 million of cash and cash
equivalents as of Sept. 30, 2011.

            Ratings Cut, Fitch Warns of Covenant Breach

In November 2011, Standard & Poor's Ratings Services lowered its
long-term counterparty credit rating on ResCap to 'CCC' from 'B+';
and Fitch Ratings cut its Long-term Issuer Default Rating on
Rescap to 'CCC' from 'B'.  In December 2011, Dominion Bond Rating
Service affirmed its Issuer and Long-Term Debt ratings of ResCap
at "C".

S&P also lowered its rating on ResCap's junior subordinated and
senior unsecured debt to 'CC' from 'B-'.  S&P indicated Ally may
not continue to support ResCap with debt financing or additional
equity.

Fitch cited the deteriorating year-to-date operating performance,
magnified by a $442 million net loss reported in its third fiscal
quarter; significant reduction in the tangible net worth covenant
cushion; and uncertainty regarding future capital/financial
support from Ally.  Fitch said ResCap is close to violating the
$250 million minimum tangible net worth covenant -- it posted $331
million in 3Q'11, from $772 million in 2Q'11 and $846 million at
Dec. 31, 2010 -- required under its credit facilities and
servicing agreement with a GSE.  Fitch believes that if ResCap
were to violate this covenant, it would require Ally to either
inject capital or consider restructuring/bankruptcy of ResCap.
This view is not informed by any specific knowledge of any
restructuring/bankruptcy plans.  Fitch believes that a potential
restructuring or bankruptcy filing by ResCap would not have any
direct implication on Ally, as the two entities are structurally
and legally separate.


ROBERT ROOD: Court Suggests Mediation in Retirement Trust Suit
--------------------------------------------------------------
In the lawsuit, GARY A. ROSEN, TRUSTEE SOUTHERN MANAGEMENT
CORPORATION RETIREMENT TRUST, Plaintiffs, v. ROBERT F. ROOD, et
al., Defendants, Adv. Proc. No. 09-0188PM (Bankr. D. Md.), trial
is set for June 19-21, 2012.  To facilitate trial, Bankruptcy
Judge Paul Mannes directed the parties to meet and prepare a
stipulation of facts as they can agree to by March 7, 2012.  In
the course of their discussion, the parties are instructed by
March 7, 2012, to agree and file a scheduling order as well as a
statement as to whether they think there is anything to be gained
by the court holding a final pre-trial conference in May.  Judge
Mannes also suggested that the parties enter mediation to save
large amount of time and money.  A copy of the Court's Feb. 5,
2012 Memorandum is available at http://is.gd/lXMhUefrom
Leagle.com.

                       About Robert Rood IV

Robert F. Rood IV and his various corporate entities filed for
Chapter 7 bankruptcy (Bankr. D. Md. Lead Case No. 08-17199) in
2008.  Those related entities are The Source LLC, Blue Horseshoe
Portfolio Services LLC, Level One Capital Partners LLC, Blue
Horseshoe Capital LLC, Mattehorn Financial LLC, Level One Capital
Partners.

Southern Management Corporation Retirement Trust in May 2008 sued
Mr. Rood, Blue Horseshoe and Level One in the Circuit Court for
Montgomery County, seeking the appointment of a receiver.  SMCRT
had learned that Rood et al. were commingling and misusing SMCRT
loan proceeds for personal gain.  Mr. Rood filed for Chapter 7 on
the day before a hearing in the Circuit Court regarding the
appointment of a permanent receiver and the granting of a
preliminary injunction.  After Rood's bankruptcy filing, the
Circuit Court took no further action as to him but entered an
Order appointing Thomas Murphy, Esq., as receiver, together with
an Order enjoining the Debtor Entities from misappropriating funds
and dissipating assets.

Mr. Rood acting pro se filed a second bankruptcy case, this time
under Chapter 11 (Bankr. S.D. Fla. Case No. 10-18984) on April 7,
2010.  The case was transferred to the Maryland Bankruptcy Court
(Bankr. D. Md. Case No. 10-22378), and consolidated with Mr.
Rood's existing Chapter 7 case.  While Rood thereafter sought to
dismiss the Chapter 11 case, the court converted it to a case
under Chapter 7 on Aug. 31, 2010.

Mr. Rood filed a Chapter 11 case on behalf of Kore (Bankr. D. Nev.
10-_____) on April 7, 2010.  That case was transferred to Maryland
(Bankr. D. Md. Case No. 10-19436) and converted to a case under
Chapter 7 on motion of the U.S. Trustee on Aug. 23, 2010.


ROOMSTORE INC: To Liquidate Five Stores in Houston, Texas
---------------------------------------------------------
Your Houston News reports that RoomStore has announced it is
launching bankruptcy liquidation sales at all five of its stores
in the Houston area.  The Houston-area locations participating in
the massive inventory sell-off sales include:

  * Stafford: 12626 Fountain Lake Circle, (281) 491-6100
  * Webster: 20750 Gulf Freeway, (281) 557-8333
  * Humble: 19300 Highway 59 North, Suite B1, (281) 446-6595
  * Spring: 25415 IH-45 North, Suite A, (281) 419-0087
  * Houston: Store and Clearance Center, 1009 Brittmore Road,
    (713) 365-9463

The report says RoomStore will be selling off the entire inventory
in five super-sized locations during the liquidation sales.

                       About RoomStore Inc.

Richmond, Virginia-based RoomStore, Inc., operates a chain of 64
retail furniture stores, including both large-format stores and
clearance centers in eight states: Pennsylvania, Maryland,
Virginia, North Carolina, South Carolina, Florida, Alabama, and
Texas.  It also has five warehouses and distribution centers
located in Maryland, North Carolina, and Texas that service the
Retail Stores.  The Company also offers its home furnishings
through Furniture.com, a provider of internet-based sales
opportunities for regional furniture retailers.  The Company owns
65% of Mattress Discounters Group LLC, which operates 83 mattress
stores (as of Aug. 31, 2011) in the states of Delaware, Maryland
and Virginia and in the District of Columbia.

RoomStore was founded in 1992 in Dallas, Texas, with four retail
furniture stores.  With more than $300 million in net sales for
its fiscal year ending 2010, RoomStore is one of the 30 largest
furniture retailers in the United States.

RoomStore filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case
No. 11-37790) on Dec. 12, 2011, following store-closing sales at
four of its retail stores, located in Hoover, Alabama;
Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore,
Maryland.  Judge Douglas O. Tice, Jr., presides over the case.
Lawyers at Lowenstein Sandler PC and Kaplan & Frank, PLC serve as
the Debtor's bankruptcy counsel.  FTI Consulting, Inc., serves as
the Debtor's financial advisors and consultants.

The Company's balance sheet at Aug. 31, 2011, showed $70.4 million
in total assets, $60.3 million in total liabilities, and
stockholders' equity of $10.1 million.  The petition was signed by
Stephen Girodano, president and chief executive officer.

Liquidator Hilco Merchant Resources, Inc., is represented in the
case by Gregg M. Galardi, Esq., at DLA Piper LLP (US); and Robert
S. Westermann, Esq., and Sheila de la Cruz, Esq., at Hirschler
Fleischer, P.C.

The U.S. Trustee for Region 4 named seven members to the official
committee of unsecured creditors in the case.


ROTECH HEALTHCARE: Robeco Investment Discloses 5.2% Equity Stake
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Robeco Investment Management, Inc., disclosed
that, as of Dec. 31, 2011, it beneficially owns 1,343,256 shares
of common stock of Rotech Healthcare Inc. representing 5.19% of
the shares outstanding.  A full-text copy of the filing is
available for free at http://is.gd/oi7C7b

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $4.20 million on
$496.42 million of net revenue for the year ended Dec. 31, 2010,
compared with a net loss of $21.08 million on $479.87 million of
net revenue during the prior year.

The Company reported a net loss of $6.31 million on $366.75
million of net revenues for the nine months ended Sept. 30, 2011,
compared with a net loss of $598,000 on $372.65 million of net
revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $281.71
million in total assets, $567.63 million in total liabilities,
$2.95 million in Series A convertible redeemable preferred stock,
and a $288.87 million total stockholders' deficiency.

                           *     *     *

In October 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Rotech Healthcare to 'B-' from 'CCC'.
The outlook is positive.

In the March 22, 2011, edition of the TCR, Standard & Poor's
Ratings Services said that it raised its corporate credit rating
to 'B' from 'B-' on Orlando, Fla.-based Rotech Healthcare Inc.,
following the completion of the company's $290 million second-lien
senior secured notes offering.  "The ratings on Rotech Healthcare
Inc. reflect the company's weak business risk profile,
incorporating Rotech's exposure to Medicare reimbursement
reductions for its products and services," said Standard & Poor's
credit analyst Jesse Juliano.  The rating also reflects the
company's highly leveraged financial risk profile.

As previously reported by the TCR on Jan. 13, 2012, Moody's
Investors Service lowered Rotech Healthcare Inc.'s Corporate
Family rating ("CFR") to B3 from B2 as a consequence of
weakening liquidity and worse than expected operating performance
in 2011 alongside only modest expectations for improvement in
2012.  The downgrade to B3 incorporates Moody's concerns regarding
the decline in Rotech's cash balance due to significant working
capital usage during 2011 and lower than expected growth in
EBITDA.


SAAB AUTOMOBILE: U.S. Unit Plans to Seek Ch. 11 in Detroit
----------------------------------------------------------
Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy
Review, reports that Saab Cars North America said it will file for
Chapter 11 protection in Michigan.  According to DBR, Tim Colbeck,
president of Saab Cars North America, said it would be very
expensive for the company to administer its case in Delaware.

On Monday, DBR relates, Saab Cars filed papers in Delaware
Bankruptcy Court providing some additional details about its plans
to wind down its business and the events that triggered the
bankruptcy filing by its dealers.  The company said it was
preparing to file for bankruptcy in Detroit after failing to
resolve a dispute with lender Ally Financial Inc. over the rights
to some 900 vehicles.  Ally and Saab were once owned by General
Motors Co.

Saab Cars owes Ally Financial $61.1 million, according to the
auto-finance company's lawyers.  DBR relates that in December,
following the bankruptcy filing of Saab Cars' parent, Saab
Automobile AB, Ally moved to take possession of the vehicles,
which were then sitting at ports in Newark, N.J.; Savannah, Ga.;
and Ventura, Calif.  Hearings over Ally's bid to take possession
of the cars had been scheduled to start Feb. 1.

That deadline prompted Saab Cars to prepare its voluntary
bankruptcy filing.  However, before it could do so, some of its
dealerships sought to push the company into bankruptcy proceedings
in Wilmington.

DBR relates Saab said the dealers' filings was made in Delaware
because one of the dealers' lawyers, Eric Snyder, Esq., said it
was more convenient to travel by train between Wilmington and New
York City than to fly to Detroit.

DBR reports the dealers' bankruptcy lawyer, Leonard A. Bellavia,
Esq., said in an e-mail that Wilmington is the correct venue for
the bankruptcy proceedings. "Saab is incorporated in Delaware and
many of the parties and counsel are from the east coast so it is
unlikely Saab will win this motion," Mr. Bellavia said.

Judge Christopher Sontchi has scheduled an initial hearing on the
case for Wednesday in Wilmington.  A hearing on Saab Cars' bid to
move the case to Michigan is slated for March 2.

                   About Saab Cars North America

More than 40 U.S.-based Saab dealerships have signed an
involuntary chapter 11 bankruptcy petition for Saab Cars North
America, Inc., (Bankr. D. Del. Case No. 12-10344) on Jan. 30,
2012.  The petitioners, represented by Wilk Auslander LLP, assert
claims totaling $1.2 million on account of "unpaid warranty and
incentive reimbursement and related obligations" and/or "parts and
warranty reimbursement."  Leonard A. Bellavia, Esq., at Bellavia
Gentile & Associates, in New York, signed the Chapter 11 petition
on behalf of the dealers.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December an
outside administrator, McTevia & Associates, to run the company as
part of a plan to avoid immediate liquidation following its parent
company's bankruptcy filing.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab Automobile AB, Saab Automobile Tools AB and Saab
Powertain AB filed for bankruptcy on Dec. 19, 2011, after running
out of cash.



Dow Jones' Daily Bankruptcy Review reports that Saab Cars North
America said it will file for Chapter 11 protection in Michigan, a
move that comes a little more than a week after some of its
dealerships sought to push the Swedish auto maker's U.S. unit into
bankruptcy proceedings in Delaware.

According to a separate Daily Bankruptcy Review, the receivers in
charge of Swedish car maker Saab Automobile's bankruptcy have
received some bids for the company's estate, one of which is from
Chinese car maker Zhejiang Youngman Lotus Automobile Co.


SCHALLER'S BAKERY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Schaller's Bakery, Inc.
        826 Highland Avenue
        Greensburg, PA 15601

Bankruptcy Case No.: 12-20559

Chapter 11 Petition Date: February 6, 2012

Court: U.S. Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Richard W. Schimizzi, Esq.
                  SCHIMIZZI LAW ASSOCIATES
                  35 West Pittsburgh Street
                  Greensburg, PA 15601
                  Tel: (724) 838-9722
                  Fax: (724) 837-7868
                  E-mail: schimizzilaw@yahoo.com

Estimated Assets: $0 to $50,000

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

The Company?s list of its 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/pawb12-20559.pdf

The petition was signed by Warren Eric Schaller, president.


SCHOMAC GROUP: Wants to Solicit Plan Votes Through March
--------------------------------------------------------
The Schomac Group, Inc., et al., ask the U.S. Bankruptcy Court for
the District of Arizona to extend the exclusive period to accept
acceptances for their Joint Plan of Reorganization through the
conclusion of the plan confirmation hearing, which under the
present circumstances will not be held until at least mid-March
2012.

The Plan and accompanying Disclosure Statement were filed by the
Debtors on Dec. 6, 2011.  Due to the Court's busy docket and
winter holidays, the hearing on the Joint Disclosure Statement is
scheduled for Feb. 7.  The Debtors' exclusive plan solicitation
period, on the other hand, terminates on Feb. 6.

The Jan. 6, 2012 edition of the Troubled Company Reporter reported
that the Plan contemplates the continued operation of the business
entities, including the marketing of properties, which will allow
the Debtors to pay creditors.  The Debtors' secured debt will be
restructured in a manner where payment obligations do not outstrip
the income from the project.  The Plan will be funded by future
operations of the Debtors' businesses, including the sale of
properties, as well as by the dividend income from the Debtors' OP
Units in CubeSmart.  The Debtors also have commitments from
related non-debtor entities and the individual equity-holder of
the Debtors to fund plan payments, to the extent the Debtors'
revenues are insufficient.  A copy of the Joint Disclosure
Statement is available at no charge at:

            http://bankrupt.com/misc/schomac.doc96.pdf

The Court is set to consider the Debtors' exclusive solicitation
period extension request on Feb. 7.

                     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.


SCOTT DEGRAFF: Probate Estate Can't Represent Deceased Debtor
-------------------------------------------------------------
Bankruptcy Judge A. Bruce Campbell denied the request of a
deceased debtor's brother to step in the debtor's place, opting
instead to dismiss the Chapter 11 case.

Scott Alan DeGraff filed for Chapter 11 bankruptcy (Bankr. D.
Colo. Case No. 11-33233) on Sept. 30, 2011.  He died Nov. 24,
2011.

His brother, Steven L. DeGraff, acting as personal representative
of the probate estate, filed a Suggestion of Death and Motion for
Substitution of Parties.  Steven asked to be substituted for his
brother not just as "debtor" but as "debtor-in-possession" for his
brother's bankruptcy estate.  Steven was appointed on Dec. 16,
2011, by the Probate Court in the 9th Judicial District for
Colorado (Pitkin County) as the personal representative of the
Debtor's probate estate.

The United States Trustee said the case should continue as a
Chapter 11 because of the pending recovery action against D&R.

D&R's Aspen Retirement Plan LLC, a defendant in an 11 U.S.C. Sec.
547 recovery adversary proceeding commenced by the Debtor, urged
the Court to dismiss the case.  D&R, whose interest is served by
dismissal of the case, relies on the Advisory Committee Note to
Rule 1016, which indicates that if the debtor dies in a Chapter 11
reorganization, the likelihood is that the case will be dismissed.

Other creditors argue that the case should continue in a Chapter
11 because it is in their best interest to do so.  The preference
recovery action commenced by the Debtor is the primary source for
creditor repayment.  If the Chapter 11 case is dismissed, the
adversary case would be dismissed also.

None, however, addressed whether a probate estate can act as the
fiduciary for a bankruptcy estate and whether any statute provides
authority for such a "substitution."

Judge Campbell notes Rule 1016 suggests that when a chapter 11
debtor dies, the case may be continued in Chapter 11 "if further
administration is possible and in the best interest of the
parties" and does not address whether a personal representative
for the deceased debtor may act as the debtor-in-possession, the
fiduciary of a bankruptcy estate.

"Having reviewed the Bankruptcy Code, case law and the cases cited
in the papers of the parties, this Court concludes that a probate
estate may not act as debtor-in-possession in the Chapter 11 case
of a deceased debtor," Judge Campbell said, citing In re Erickson,
183 B.R. 189 (Bankr.D.Minn.1995).  The judge said a Chapter 11
case of a deceased debtor who is debtor-in-possession can continue
in Chapter 11 only if a trustee is appointed.

"There is no authority for this Court to appoint a trustee sua
sponte.  Such request must be brought on by the motion of a party
in interest.  This Court's Order directed to the UST and parties
in interest stopped short of inviting them to file a motion for
appointment of a trustee, if it was their view the case should be
continued in Chapter 11.  Notwithstanding that suggestion, no
motion has been filed.  Thus, continuance in Chapter 11 without a
Chapter 11 trustee is not 'possible,'" Judge Campbell said.

A copy of the Court's Feb. 2, 2012 Order is available at
http://is.gd/RP5AAcfrom Leagle.com.


SEABIRD EXPLORATION: Unveils Turnaround Measures
------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that SeaBird
Exploration PLC has a substantial task ahead to pay down its debt
and improve its vessel utilization rate to 80% from 60%, Chairman
Henrik Christensen told Dow Jones after the company issued a
profit warning and announced its chief executive will step down
immediately.

SeaBird Exploration PLC is a global provider of marine solutions
for seabed acquisition of 3D/4C/4D multimode seismic data with
OBN operations, marine 2D and 3D seismic data, and associated
products and services to the oil and gas industry. SeaBird
specializes in high quality operations within the high end of the
source vessel and 2D market, as well as in the shallow water
2D/3D market.  Main focus for the company is proprietary seismic
surveys (contract seismic).  Main success criteria for the
company are an unrelenting focus on Health, Safety, Security,
Environment and Quality (HSSEQ), combined with efficient
collection of high quality seismic data.


SHANDAR HOLDING: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Shandar Holding Corporation
          dba Shandar, Inc.
        c/o Kevin Shanahan
        137 Kuhl Road
        Flemington, NJ 08822

Bankruptcy Case No.: 12-12718

Chapter 11 Petition Date: February 3, 2012

Court: U.S. Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Kathryn C. Ferguson

Debtor's Counsel: William S. Wolfson, Esq.
                  WILLIAM S. WOLFSON, LLC
                  260 US Highway 202/31, Suite 1100
                  Flemington, NJ 08822
                  Tel: (908) 782-9333
                  Fax: (908) 782-0958
                  E-mail: wwolfsonlaw@comcast.net

Scheduled Assets: $800,000

Scheduled Liabilities: $652,243

The Company's list of its five largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/njb12-12718.pdf

The petition was signed by Kevin Shanahan, president.


SHREE-HARI, INC.: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Shree-Hari, Inc.
          dba Motel 6
        1720 W. Henderson Street
        Cleburne, TX 76033

Bankruptcy Case No.: 12-30847

Chapter 11 Petition Date: February 6, 2012

Court: U.S. Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Rakhee V. Patel, Esq.
                  PRONSKE & PATEL, P.C.
                  2200 Ross Avenue, Suite 5350
                  Dallas, TX 75201
                  Tel: (214) 658-6500
                  Fax: (214) 658-6509
                  E-mail: rpatel@pronskepatel.com

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

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

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

The petition was signed by Ketan Bhakta, director.


SPANISH PEAKS: Concierge to Auction 3 Homes on March 2
------------------------------------------------------
Four luxury mountain residences located within the Yellowstone
Club and The Club at Spanish Peaks -- two exclusive gated
communities with superior amenities including private ski and golf
resort access -- will sell during a live auction on March 2,
Concierge Auctions said.  The auction will be conducted in
cooperation with Rivers To Peaks Real Estate ~ Big Sky Real
Estate.

"The seller developed these idyllic vacation homes ideally
situated in the heart of the most luxurious amenities these
communities offer," stated Martha Johnson, listing agent with
Rivers To Peaks ~ Big Sky Real Estate. "The seller believes this
is the time to sell and we're looking to achieve this goal by
working with Concierge Auctions. In just a few short weeks we'll
be heading to auction and look forward to closings within 30 days
thereafter."

One of the four residences is located within the Yellowstone Club,
one of the world's only ski and golf communities.  Originally
listed for $4.995 million, the four bedroom, six bathroom
residence contains roughly 4,806 square feet of living space
including multiple living rooms, great outdoor entertaining areas
and private ski bridge access.  The Yellowstone Club's extensive
amenities include over 2,200 private skiable acres, a Tom
Weiskopf-designed golf course, several dining options, state-of-
the-art fitness facilities, retail shops, a business center,
endless outdoor activities and a youth center with a rock climbing
wall, movie theater, basketball court, arcade games and more.

The remaining three residences are located within Spanish Peaks, a
5,700-acre ski and golf community, adjacent to the slopes of Big
Sky Resort Biggest Skiing in America(TM) and also home to a Tom
Weiskopf-signature golf course.  These properties were originally
listed from $2.48 million to $3.2 million.  Pioneer Cabin 18 is a
furnished five bedroom, six and a half bathroom residence with
approximately 3,423 square feet including a detached, two-car
garage. Both Discovery Cabins 14 and 15 also have five bedrooms,
six and a half bathrooms but with attached, two-car garages.  Both
contain roughly 3,514 square feet each.  All residents at Spanish
Peaks enjoy private fairways, secluded slopes, recreational
trails, elegant dining and a 32,000-square-foot clubhouse.

"We're excited to be back in Montana, continuing our presentation
of the most motivated sellers in the most ultimate destination
resorts nationwide," stated Laura Brady, Vice President of
Marketing for Concierge Auctions. "From the Four Seasons Resort
Hualalai in Kona, Hawaii to The Bear's Club in Jupiter, Florida
and now the Yellowstone Club and Spanish Peaks, Concierge Auctions
is dedicated to presenting the best opportunities for today's
discerning buyers to live the premier resort lifestyle."

Big Sky is located roughly midway between West Yellowstone and
Bozeman in the southwestern part of Montana.  Both the Yellowstone
Club and Spanish Peaks offer the ultimate in exclusivity and are
minutes from Yellowstone National Park, which reaches beyond 2.2
million acres. In addition to skiing and golf, residents and
visitors also enjoy mountain biking, fishing, snowmobiling,
horseback riding, rock climbing and white water rafting. The
closest airport is Gallatin Field Airport, located about 50 miles
south in Belgrade.

The auction of the residences at Yellowstone Club and Spanish
Peaks will be held on March 2.  Bidders will be able to
participate in person or proxy via telephone or Internet. A 2% and
3% commission is offered to the buyers' representing brokers for
the Yellowstone Club and Spanish Peaks sales, respectively. The
properties are available for preview daily by appointment. For
more information visit http://www.BigSkyAuction.com/or call
800-211-1785.

                     About Concierge Auctions

Concierge Auctions -- http://www.ConciergeAuctions.com/-- is the
preeminent luxury real estate auction firm serving high-end
sellers nationwide through an accelerated marketing process that
obtains fair market value for high-end properties in a 60-day
timeframe.  As a preferred auction partner to Sotheby's
International Realty(R) and other luxury brokerage firms
nationwide, the company has executed auctions from New York to
Hawaii and hosts a database that includes more than 100,000 luxury
real estate buyers and agents from all 50 states and 38 countries
and territories.  The principals of Concierge Auctions have been
involved in the transfer of more than $2 billion in luxury real
estate sales over the past 10 years.

                        About Spanish Peaks

Spanish Peaks Holdings II LLC, Spanish Peaks Lodge LLC, and The
Club at Spanish Peaks LLC own and operated a 5,700 acre private
residential community in Big Sky, Montana.  The facilities include
a highly rated golf course and club house and private ski lifts
with access to major local ski resorts.  Holdings, Lodge, and The
Club each filed a voluntary Chapter 7 petition (Bankr. D. Del.
Case Nos. 11-13300 to 11-13302) on Oct. 14, 2011.  Liabilities
exceed $100 million while assets are less than $50 million,
according to the petition.  Charles M. Forman was named Chapter 7
Trustee.  The Chapter 7 Trustee is represented by Katharine L.
Mayer, Esq., at McCarter & English LLP; and Erin J. Kennedy, Esq.,
Michael E. Holt, Esq., and Angela Sheffler Abreu, Esq., at Forman
Holt Eliades & Ravin LLC.

In January 2012, Delaware Bankruptcy Judge Brendan Linehan Shannon
ruled that the Spanish Peaks bankruptcy case will be transferred
from Delaware to Montana.  Ten creditors, including Morrison
Maierle, Kenyon-Noble Lumber Company and Walker Excavation Inc.,
requested the venue transfer.  Eight of those creditors are based
in Montana.


SRE INVESTMENTS: Court Approves Mesch Clark as Attorneys
--------------------------------------------------------
SRE Investments, L.P., et al., sought and obtained permission from
the Bankruptcy Court to employ Mesch, Clark & Rothschild, P.C., as
their attorneys.  MC&R will:

   (a) give the Debtors legal advice with respect to their powers
       and duties in the continued operation and management of
       their properties;

   (b) take necessary action to recover certain property and money
       owed to the Debtors, if necessary;

   (c) represent the Debtors in litigation;

   (d) prepare on behalf of the Debtors, the necessary
       applications, answers, complaints, orders, reports,
       disclosure statement, plan of reorganization, motions and
       other legal papers; and

   (e) perform all other legal services that the Debtors deem
       necessary.

To the best of the knowledge of the Debtors, MC&R has no
connection with the creditors, or any other party-in-interest or
their respective attorneys in this case.

MC&R attorneys who will be responsible in representing the Debtors
and their current hourly rates are:

          Michael McGrath           $495
          Frederick J. Petersen     $350
          Partners                  $250 - $550
          Associates                $200 - $300
          Paralegals                $160
          Legal Assistants          $85 - $115
          Law Clerks                $100

In addition, MC&R will seek reimbursement in full for all
reasonably incurred expenses, including, without limitation,
travel costs, long distance calls, courier and express mail costs,
special or hand deliveries, copying costs, document processing,
court fees, transcript costs and other expenses.

The firm can be reached at:

                  Michael W. McGrath, Esq.
                  MESCH CLARK & ROTHSCHILD
                  259 North Meyer Avenue
                  Tucson, AZ 85701-1090
                  Tel: (520) 624-8886
                  Fax: (520) 798-1037

Tucson, Arizona-based SRE Investments, L.P., owns several lots at
Saguaro Ranch in Pima County, Arizona.  SRE Investments filed for
Chapter 11 bankruptcy (Bankr. D. Ariz. Case No. 11-33247) on Dec.
6, 2011.  Judge Eileen W. Hollowell presides over the case.
Michael W. McGrath, Esq. -- ecfbk@mcrazlaw.com -- at Mesch Clark &
Rothschild, serves as the Debtor's counsel.  In its Schedules of
Assets and Liabilities, SRE Investments disclosed total assets of
$10.14 million and total liabilities of $3.72 million.


SRE INVESTMENTS: Jointly Administered Under Schomac Group Case
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has assigned
the Chapter 11 cases of NSS RV Central OG Limited Partnership and
SRE Investments, L.P., to Honorable Eileen Hollowell upon the
request of the Debtors.  The Court ordered joint administration of
the Debtors' cases under bankruptcy case of The Schomac Group,
Inc., Case No. 11-22717.

The Debtors are owned by the same members and are managed by the
same persons, W. Michael Schoff and Ryan Schoff.

The Jointly Administered Debtors share ownership, corporate
offices, operations, and the issues to be resolved in the cases
are substantially the same.

To the best of the Debtors' knowledge, there is no potential
conflict of interest among the bankruptcy estates.

Tucson, Arizona-based SRE Investments, L.P., owns several lots at
Saguaro Ranch in Pima County, Arizona.  SRE Investments filed for
Chapter 11 bankruptcy (Bankr. D. Ariz. Case No. 11-33247) on Dec.
6, 2011.  Judge Eileen W. Hollowell presides over the case.
Michael W. McGrath, Esq. -- ecfbk@mcrazlaw.com -- at Mesch Clark &
Rothschild, serves as the Debtor's counsel.  In its Schedules of
Assets and Liabilities, SRE Investments disclosed total assets of
$10.14 million and total liabilities of $3.72 million.


SRE INVESTMENTS: U.S. Trustee Unable to Form Committee
------------------------------------------------------
The U.S. Trustee for Region 14 told the Bankruptcy Court that a
committee under Section 1102 of the Bankruptcy Code has not been
appointed because an insufficient number of persons holding
unsecured claims against SRE Investments, L.P., 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.

Tucson, Arizona-based SRE Investments, L.P., owns several lots at
Saguaro Ranch in Pima County, Arizona.  SRE Investments filed for
Chapter 11 bankruptcy (Bankr. D. Ariz. Case No. 11-33247) on Dec.
6, 2011.  Judge Eileen W. Hollowell presides over the case.
Michael W. McGrath, Esq. -- ecfbk@mcrazlaw.com -- at Mesch Clark &
Rothschild, serves as the Debtor's counsel.  In its Schedules of
Assets and Liabilities, SRE Investments disclosed total assets of
$10.14 million and total liabilities of $3.72 million.


ST. PAUL BUILDING: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: St. Paul Building, LLC
        c/o Commonwealth Properties
        6 West Fifth Street, Suite 900
        St. Paul, MN 55102

Bankruptcy Case No.: 12-30629

Chapter 11 Petition Date: February 6, 2012

Court: U.S. Bankruptcy Court
       District of Minnesota (St Paul)

Judge: Gregory F. Kishel

Debtor's Counsel: Michael L. Meyer, Esq.
                  RAVICH MEYER KIRKMAN MCGRATH NAUMAN & TANSEY PA
                  4545 IDS Center
                  80 South Eighth Street
                  Mineapolis, MN 55402
                  Tel: (612) 17-4745
                  E-mail: mlmeyer@ravichmeyer.com

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

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

The Company?s list of its nine largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/mnb12-30629.pdf

The petition was signed by John R. Rupp, chief manager.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
IH-2, LLC                             12-30627            02/06/12


ST. SIMONS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: St. Simons Lodging, LLC
          fka Joe McDonough, LLC
          dba Ocean Lodge
        935 Beachview Drive
        St. Simons Island, GA 31522

Bankruptcy Case No.: 12-20142

Chapter 11 Petition Date: February 6, 2012

Court: U.S. Bankruptcy Court
       Southern District of Georgia (Brunswick)

Debtor's Counsel: James B. Durham, Esq.
                  DURHAM, MCHUGH & DUNCAN, P.C.
                  P.O. Box 2177
                  Brunswick, GA 31521-2177
                  Tel: (912) 264-1800
                  Fax: (912) 264-4480
                  E-mail: jdurham@durhamfirm.com

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

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

The Company?s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/gasb12-20142.pdf

The petition was signed by Joseph N. McDonough, manager.


TELLICO LANDING: Disclosure Statement Hearing Set for Feb. 15
-------------------------------------------------------------
A hearing will be held on Feb. 15, 2012, at 9:30 a.m. to consider
the adequacy of the Disclosure Statement filed by Debtor Tellico
Landing, LLC, in connection with its Chapter 11 Plan.

The U.S. Trustee filed an objection to the Disclosure Statement
for failure to include more information regarding the proposed DIP
financing for the Plan.

The Debtor is proposing to sell lots in 36 months to repay a
$2,750,000 super priority loan and pay interest to WindRiver
Investments.  The Plan further proposes, in the absence of DIP
financing, to attempt to sell lots to pay all creditors in full by
Sept. 15, 2013.  According to the U.S. Trustee, the Debtor should
disclose more information regarding its plan to accomplish such a
feat considering the dearth of property sales in the last three
years.

The U.S. Trustee asserts that the Disclosure Statement should:

   (a) disclose any litigation in which the Debtor or any
       principal of the Debtor is a party, its status, and its
       potential impact on the Plan of any adverse ruling;

   (b) specifically state whether the creditors retain
       acceleration and foreclosure remedies under their former
       contracts in the event the Plan does not succeed; and

   (c) include an adequate Chapter 7 liquidation analysis.

Objections to the Disclosure Statement were also filed by
WindRiver Investments, LLC, Pamela Snider, Bobby & JoAn Toney,
Kenneth & Leyanne Harper, George & Brenda Fisher, Dennis &
Patricia Terry, Sheryl Thomson, Stephen & Kaye Maynard, Gary &
Nancy Scott, Premier Trust of Nevada, Trustee, Keith & Nancy
Mcgarr, William & Stacey Baumhauer, James & Boni Head, Stanley &
Sheila Goehring, Dana & Betsy Christensen and Jerry & Anne Hand.

As reported by the TCR on Jan. 12, 2012, Class 4 WindRiver
Investments, LLC, which purportedly holds a first mortgage on the
real property of the Debtor, will, to the extent that it can show
it has a proper claim, will be paid in full in 5 years from the
date of confirmation through sales of lots at Rarity Pointe.  The
amount believed to be owed is approximately $7,400,000.  Payment
of any principal will be subordinated to the DIP financing
provided by Heritage Solutions, LLC.  Should lot sales at the end
of the 5 year term not be sufficient to pay WindRiver, the Debtor
will refinance the remaining debt and pay the remaining balance,
if any, within 15 days of the end of the 5 year period.

Under the Plan, Class Five unsecured non-insider creditors, owed
$92,071, will be paid their claim in full over 60 months at 4%
interest.  The principals of the Debtor to the extent they wish to
retain their interests will fund the payments.

                      About Tellico Landing

Tellico Landing, LLC, based in Maryville, Tennessee, is engaged in
the development and sale of an upscale residential community along
and near Tellico Lake known as "Rarity Pointe".  The Company filed
for Chapter 11 bankruptcy (Bankr. E.D. Tenn. Case No. 11-33018) on
June 27, 2011.  The case has been assigned to Judge Marcia
Phillips Parsons.  Thomas Lynn Tarpy, Esq., of Hagood Tarpy & Cox
PLLC, represents the Debtor.  The Debtor scheduled $40,444,352 in
assets and $8,532,455 in liabilities.  The petition was signed by
Michael L. Ross, its chief manager.

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


TELLICO LANDING: Court Approves William Legg as Economist
---------------------------------------------------------
Tellico Landing, LLC, sought and obtained permission from the
Bankruptcy Court to employ William Legg as an economist.  Dr. Legg
will review and give his opinion on the present day value of the
Debtor's real property development.  Dr. Legg is an economist who
has taught land economics at the college level and has published
regarding real estate, real estate markets, and land development.
He will be reimbursed by the Debtor for his services only after
application to and approval by the Court of those services.

                       About Tellico Landing

Tellico Landing, LLC, based in Maryville, Tennessee, is engaged in
the development and sale of an upscale residential community along
and near Tellico Lake known as "Rarity Pointe".  The Company filed
for Chapter 11 bankruptcy (Bankr. E.D. Tenn. Case No. 11-33018) on
June 27, 2011.  The case has been assigned to Judge Marcia
Phillips Parsons.  Thomas Lynn Tarpy, Esq., of Hagood Tarpy & Cox
PLLC, represents the Debtor.  The Debtor scheduled $40,444,352 in
assets and $8,532,455 in liabilities.  The petition was signed by
Michael L. Ross, its chief manager.

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


TENET HEALTHCARE: Franklin Mutual Discloses 7% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Franklin Mutual Advisers, LLC, disclosed
that, as of Dec. 31, 2011, it beneficially owns 30,574,641 shares
of common stock of Tenet Healthcare Corporation representing 7% of
the shares outstanding.  As previously reported by the TCR on
Feb. 2, 2011, Franklin Mutual disclosed beneficial ownership of
50,659,149 shares.  A full-text copy of the amended filing is
available for free at http://is.gd/zMl4tX

                       About Tenet Healthcare

Dallas, Texas-based Tenet Healthcare Corporation (NYSE: THC) --
http://www.tenethealth.com/-- is a health care services company
whose subsidiaries and affiliates own and operate acute care
hospitals, ambulatory surgery centers and diagnostic imaging
centers.

"Volume growth was very strong in our third quarter," said Trevor
Fetter, president and chief executive officer.  "Adjusted
admissions growth of 2.3 percent and surgery growth of 3.2 percent
drove a 3.5 percent increase in net operating revenues.  This top
line growth was further leveraged by excellent cost control and
attractive pricing increases in our new contracts with commercial
managed care payers.  Given this progress across our key
performance metrics, we are pleased to reconfirm our 2011 EBITDA
Outlook in a range of $1.175 billion to $1.275 billion."

The Company's balance sheet at Sept. 30, 2011, showed $8.29
billion in total assets, $6.51 billion in total liabilities, $16
million in redeemable noncontrolling interests in equity of
consolidated subsidiaries, and $1.76 billion in total equity.

                           *     *     *

As reported by the TCR on Aug. 5, 2010, Moody's Investors Service
affirmed its 'B2' corporate family rating for Tenet.  The rating
reflects Moody's expectation that the Company will likely see
positive free cash flow for the full year ending Dec. 31,
2010, as operating results continue to improve and litigation
settlement payments end in the third quarter.  However, the
ratings also consider the significant headwinds facing the
company, and the sector as a whole, with respect to increasing bad
debt expense, weak volume trends and changes in mix as commercial
volumes decline.

S&P's corporate credit rating on Tenet is 'B' and remains
unchanged.  The ratings agency noted that while the Company has
experience recent successes to date of a multiyear turnaround
effort, the Company has a still-weak business risk profile and
high financial leverage.

Fitch Ratings has issued its Recovery Rating review of the U.S.
Healthcare sector.  This review includes an analysis of valuation
multiples, EBITDA discounts applied, and detailed recovery
worksheets for issuers with a Fitch Issuer Default Rating of 'B+'
or lower in this sector.

Fitch Ratings has placed Tenet Healthcare Corp.'s ratings on
Rating Watch Positive.  Tenet's existing ratings are Issuer
Default Rating 'B-'; Secured bank facility 'BB-/RR1'; Senior
secured notes 'BB-/RR1'; Senior unsecured notes 'B/RR3.  The
ratings apply to approximately $4.3 billion of debt outstanding as
of Sept. 30, 2010.


TENSAR CORP: In Restructuring Talks After Missed Term Loan Payment
------------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Tensar Corp. is in
negotiations with its lenders to revise its capital structure
following a missed term loan amortization payment by its funding
entity, TSO Funding Corp.

                       About Tensar Corp.

Tensar Corp. specializes in "geogrid" site development, which uses
polymer grids to stabilize aggregate fill, providing building and
roadway foundation support and protection against soil erosion.
Tensar's Geopier Foundation unit supplies piers for sinking into
unstable soil, while its North American Green division makes
erosion control blankets. Other products include retaining walls
and reinforcement nets and mats created and distributed around the
world by subsidiaries Tensar International and Tensar
Polytechnologies.


                          *     *     *

As reported in the Troubled Company Reporter on Oct. 14, 2011,
Standard & Poor's Ratings Services placed its corporate credit
rating on Alpharetta, Ga.-based Tensar Corp. on CreditWatch with
developing implications.

The CreditWatch listing follows Tensar Corp.'s announcement that
it is seeking to raise $300 million in senior secured credit
facilities to refinance its existing debt.

If the transaction is completed as currently proposed, S&P saidi t
would raise the corporate credit rating on Tensar Corp. to 'B-'
from 'CCC'.


TENSAR CORP: S&P Lowers Corporate Credit Rating to 'SD'
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Alpharetta, Ga.-based Tensar Corp. to 'SD' from
'CCC'. "We also lowered the issue-level rating on TCO Funding
Corp.'s first-lien term loan to 'D' from 'B-.' At the same time,
we removed the corporate credit rating on Tensar Corp. and the
issue-level rating on TCO Funding Corp.'s first-lien term loan
from CreditWatch, where they were placed with developing
implications on Oct. 11, 2011," S&P said.

"The rating actions follow our understanding that TCO Funding
Corp., an entity formed to comply with Islamic Shari'ah financing
rules, did not make its recently due quarterly amortization
payment on its first-lien term loan," S&P said.

"As a result, we lowered the corporate credit rating on Tensar
Corp. to 'SD' because it is our understanding that TCO Funding
Corp. has paid interest on its term loan, as well as interest and
principal on other issues. In accordance with our criteria, we
lowered the issue-level rating on the term loan to 'D', since we
view a principal payment as unlikely within a five-day grace
period," S&P said.

"Tensar Corp. announced in October that it was seeking to raise
$300 million in senior secured credit facilities to refinance its
existing debt. Should Tensar complete its refinancing, we will
reassess its credit quality and assign new ratings reflecting our
view of the company's operating prospects, capital structure, and
liquidity position. Alternatively, we could lower the corporate
credit rating to 'D' from 'SD' if TCO Funding Corp. stops making
future interest and principal payments, or if the company files
for bankruptcy," S&P said.


TERRESTAR CORP: DISH Gets Canadian Nod for License Transfer
-----------------------------------------------------------
DISH Network Corporation announced the Canadian approval of the
TerreStar license transfer request.

"DISH is pleased to announce that Industry Canada has approved the
transfer of the Canadian spectrum licenses held by TerreStar to
DISH.  In granting its approval, Industry Canada reached the
conclusion that the transfer would be in the public interest in
light of 'the capacity that would be available in Canada,' among
other reasons."

U.S. bankruptcy courts approved DISH's acquisition of the spectrum
licenses held by TerreStar and DBSD in the middle of 2011.

DISH is prepared to immediately close both transactions upon
receiving Federal Communications Commission approval of the
transactions and associated waiver requests, which will enable
DISH to move forward with its planned wireless initiatives.

DISH believes that immediate Commission approval will be a win for
consumers, competition, infrastructure investment, and American
jobs."

                      About DISH Network

DISH Network Corporation -- http://www.dish.com/-- through its
subsidiary DISH Network L.L.C., provides approximately 13.945
million satellite TV customers, as of Sept. 30, 2011, with the
highest quality programming and technology with the most choices
at the best value, including HD Free for Life.

         About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.  The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.

Otterbourg Steindler Houston & Rosen P.C. is the counsel to the
Official Committee of Unsecured Creditors formed in TSN's Chapter
11 cases.  FTI Consulting, Inc., is the Committee's financial
advisor.

TerreStar has signed a contract to sell its business to Dish
Network Corp. for $1.38 billion.  TerreStar cancelled a June 30
auction because there were no competing bids submitted by the
deadline.

As reported in the TCR on Nov. 23, 2011, TerreStar Networks Inc.
sold the business to Dish Network Corp. for $1.38 billion,
negotiated a settlement with creditors, and filed a liquidating
Chapter 11 plan.  Bill Rochelle, the bankruptcy columnist for
Bloomberg News, reports the hearing to approve the explanatory
disclosure statement is set for Dec. 16.  If the plan stays on
track, the confirmation hearing for approval
of the plan would take place Feb. 13.


TERRESTAR NETWORKS: Files Chapter 11 Plan Supplement
----------------------------------------------------
BankruptcyData.com reports that TerreStar Networks filed with the
U.S. Bankruptcy Court a Supplement for its Chapter 11 Plan
containing these documents: Liquidating Trust Agreement, Interim
TSN Trust Agreement, New Certificates of Incorporation, New by-
Laws, Identity of New Boards, Identity of New Officers, List of
Assumed Executory Contracts and Unexpired Leases, List of Rejected
Executory Contracts and Unexpired Leases, Schedule of Retained
Causes of Action, New Employment Agreements, Schedule of Insurance
Policies, Summary of Terms and Conditions of Tail Insurance and
Interim TSN Warrant Agreement.

                      About TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500 million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.  The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.

Otterbourg Steindler Houston & Rosen P.C. is the counsel to the
Official Committee of Unsecured Creditors formed in TSN's Chapter
11 cases.  FTI Consulting, Inc., is the Committee's financial
advisor.

TerreStar Networks sold its business to Dish Network Corp. for
$1.38 billion.  It canceled a June 2011 auction because there were
no competing bids submitted by the deadline.

TerreStar Networks previously filed a reorganization plan that
called for secured noteholders to swap more than $850 million in
debt for nearly all the equity in reorganized TerreStar.  Junior
creditors, however, would see little recovery under that plan
while existing equity holders would be wiped out.  TerreStar
Networks scrapped that plan in 2011 in favor of the auction.

In November 2011, TerreStar Networks filed a liquidating Chapter
11 plan after striking a settlement with creditors.  The
creditors' committee initiated lawsuits in July to enhance the
recovery by unsecured creditors.


TOWN CENTER: U.S. Trustee Balks at Plan Outline Adequacy
--------------------------------------------------------
Donald F. Walton, U.S. Trustee for Region 21, asks the U.S.
Bankruptcy Court for the Southern District of Florida to deny the
approval of the Disclosure Statement explaining Town Center at
Doral, LLC, et al.'s Chapter 11 Plan.

The U.S. Trustee explains that, among other things:

   1. The Disclosure Statement does not adequately describe the
      terms for transfer of ownership to the Plan Sponsor, whether
      the equity is subject to competitive bidding, or whether the
      secured creditors have a right to credit bid;

   2. The Unsecured Creditor Distribution must be secured either
      by the real property or in the equity interest of the
      Debtor, until all payments have been made;

   3. The Disclosure Statement fails to state, in bolded language,
      that there will be 30 days during which the creditors may
      file rejection damages claims, as per Local Rule 6006-1(A).

The U.S. Trustee also relates that in the absence of amendments to
deal with these matters, the Court disapprove the proposed
Disclosure Statement and convert the case to one under Chapter 7
of the Bankruptcy Code.

As reported in the Troubled Company Reporter on Jan. 25, 2012, on
the Effective Date, in full and final satisfaction of the DIP
Financing Claim, and subject to Terra Landmark's simultaneous
payment of the Initial Equity Contribution to the Reorganized
Debtors, the Holder of the DIP Financing Claim will receive, as
soon as reasonably practicable on or after the Effective Date,
100% of the New Membership Units in the Reorganized Debtors.

The Plan contemplates the development of the Debtor's property as
a single project in phases.  The initial phase of the New
Development will focus on the North Parcel, which will consist
primarily of residential units, including townhomes and single-
family homes.  The development of the South Parcel will include
both residential, retail, and commercial office components.  The
Debtors believe that the restructuring proposed in the Plan will
enable the Reorganized Debtors to quickly pursue development of
the North and South Parcels for the benefit of all economic
parties in interest.

A copy of the Disclosure Statement dated Dec. 21, 2011, is
available for free at:

          http://bankrupt.com/misc/towncenter.doc108.pdf

                         About Town Center

Town Center at Doral, LLC, Landmark at Doral East, LLC, Landmark
at Doral South, LLC, Landmark Club at Doral, LLC, and Landmark at
Doral Developers, LLC, companies associated with the aborted
Landmark at Doral development, filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case Nos. 11-35884 to 11-35888) on Sept. 19,
2011, almost three years after AmTrust Bank sought to foreclose on
the project.  Town Center at Doral, LLC, posted assets of
$29,297,300 and liabilities of $166,133,171.  Isaac Kodsi signed
the petitions as vice president.

The Property consists of 16 individual tracts of land that remain
undeveloped with the exception of an unfinished 4-level parking
garage. Prior to the Petition Date, the Debtors had sought and
obtained approvals for the development of residential units
(townhomes and condominiums), retail/office/mixed use, and flex
office at the Property.

Mindy A. Mora, Esq., and Tara V. Trevorrow, Esq., at Bilzin
Sumberg Baena Price & Axelrod, LLP, in Miami, serve as counsel to
the Debtors.

Glenn D. Moses, Esq., at Genovese, Joblove & Battista, P.A., IN
Miami, represents the official committee of unsecured creditors.

Cleveland, Ohio-based AmTrust filed for foreclosure in
October 2008 based on the $124.4 million in mortgages that were
granted the developer in 2005.  Several projects started by EB
Developers fell into foreclosure after owner and CEO Elie Berdugo
died in February 2008.


TOWN CENTER: Court Denies Request to Value Property at $40 Million
------------------------------------------------------------------
The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida denied approval of Town Center at
Doral, LLC, et al.'s motion to value collateral without prejudice.

In making its decision, the Court considered the testimony of the
two experts, Lee Waronker and Woodward Hanson, and reviewed and
considered their reports which were admitted into evidence without
objection.

As reported in the Troubled Company Reporter on Jan. 23, 2012, the
Debtor asked that the Court determine the value of their property
at $40 million.

The property consists of 16 individual tracts of land that remain
undeveloped with the exception of an unfinished 4-level parking
garage.  Prior to the Petition Date, the Debtors had sought and
obtained approvals for the development of residential units
(townhomes and condominiums), retail/office/mixed use, and flex
office at the property.

The Debtors related that according to the Miami-Dade County
Property Appraiser, the current assessed values of the Debtors'
parcels are:

   NAME OF DEBTOR                  LOT SIZE             VALUE
   --------------                  --------             -----
Town Center at Doral, LLC          57.09 acres       $24,297,300

Landmark at Doral East, LLC        15.72 acres        $4,745,449

Landmark Club at Doral, LLC    70,131.5 sq. ft.         $724,500

Landmark at Doral South, LLC       18.93 acres        $6,621,975

Landmark at Doral Developers, LLC   Air rights
                              over 18.93 acres           Unknown

                                              Total: $36,389,224

The Debtors explained that in order to successfully propose and
confirm a plan of reorganization, they must establish the value of
the property, which serves as the sole source of collateral in
these cases.  Specifically, the Debtors need to know the value of
the property to classify the claims of creditors Landmark at Doral
Community Development District (CDD) and AMT CADC Venture, LLC
(AMT) and determine the appropriate treatment for the claims under
the plan.

In this relation, the Debtors retained Waronker & Rosen, Inc. to
prepare an appraisal of the property.  The Debtor believes that
the property is worth approximately $40 million in the aggregate.

                        About Town Center

Town Center at Doral, LLC, Landmark at Doral East, LLC, Landmark
at Doral South, LLC, Landmark Club at Doral, LLC, and Landmark at
Doral Developers, LLC, companies associated with the aborted
Landmark at Doral development, filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case Nos. 11-35884 to 11-35888) on Sept. 19,
2011, almost three years after AmTrust Bank sought to foreclose on
the project.  Town Center at Doral, LLC, posted assets of
$29,297,300 and liabilities of $166,133,171.  Isaac Kodsi signed
the petitions as vice president.

The Property consists of 16 individual tracts of land that remain
undeveloped with the exception of an unfinished 4-level parking
garage. Prior to the Petition Date, the Debtors had sought and
obtained approvals for the development of residential units
(townhomes and condominiums), retail/office/mixed use, and flex
office at the Property.

Mindy A. Mora, Esq., and Tara V. Trevorrow, Esq., at Bilzin
Sumberg Baena Price & Axelrod, LLP, in Miami, serve as counsel to
the Debtors.

Glenn D. Moses, Esq., at Genovese, Joblove & Battista, P.A., IN
Miami, represents the official committee of unsecured creditors.

Cleveland, Ohio-based AmTrust filed for foreclosure in
October 2008 based on the $124.4 million in mortgages that were
granted the developer in 2005.  Several projects started by EB
Developers fell into foreclosure after owner and CEO Elie Berdugo
died in February 2008.


TRANS-LUX CORP: Henry Hackel Discloses 9.1% Equity Stake
--------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Henry Hackel disclosed that, as of Nov. 14, 2011, he
beneficially owns 425,750 shares of common stock of Trans-Lux
Corporation representing 9.1% based on 4,686,923 shares of Common
Stock issued and outstanding.  A full-text copy of the filing is
available for free at http://is.gd/kjtGDN

                    About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

Trans-Lux reported a net loss of $7.03 million on $24.30 million
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $8.79 million on $28.54 million of total revenues
during the prior year.

The Company also reported a net loss of $5.45 million on
$17.12 million of total revenues for the nine months ended Sept.
30, 2011, compared with a net loss of $5.25 million on
$18.73 million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$29.73 million in total assets, $35.31 million in total
liabilities, and a $5.58 million total stockholders' deficit.

As reported by the TCR on April 8, 2011, UHY LLP, in Hartford,
Connecticut, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant recurring losses
from continuing operations and has a significant working capital
deficiency.  In 2009, the Company had a loss from continuing
operations of $8.8 million and has a working capital deficiency of
$16.0 million as of Dec. 31, 2009.  Furthermore, the Company is in
default of the indenture agreements governing its outstanding 9
1/2% Subordinated debentures and its 8 1/4% Limited convertible
senior subordinated notes so that the trustees or holders of 25%
of the outstanding Debentures and Notes have the right to demand
payment immediately.


TUBE CITY: S&P Cuts Rating on $165-Mil. Sr. Term Loan to 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
and revised its recovery rating on Glassport, Pa.-based Tube City
IMS Corp.'s (Tube City; BB-/Stable/--) senior secured term loan.
We lowered the issue-rating on the $165 million senior secured
term loan facility due January 2014 to 'BB-' (same as the
corporate credit rating) from 'BB'. "We also revised the recovery
rating on these notes to '4' from '2'. The '4' recovery rating
indicates our expectations for average (30% to 50%) recovery in
the event of a payment default," S&P said.

"We affirmed our 'B' issue-level rating (two notches lower than
the corporate credit rating) on Tube City's senior subordinated
notes. The recovery rating on the notes is '6', indicating our
expectation for negligible (0% to 10%) recovery in the event of a
default," S&P said.

"We revised the recovery ratings on U.S.-based steel mill services
provider Tube City to reflect a new $350 million asset-based loan
facility due 2016," said Standard & Poor's credit analyst Maurice
Austin.

"The corporate credit rating on Tube City reflects our assessment
of the company's financial risk profile as 'significant'. Our
rating on Tube City incorporates our expectation that the current
operating environment in the steel industry is likely to prevail
in the next two years, with capacity utilization rates above 70%
and incremental growth in production volumes. Our rating also
incorporates our assessment of Tube City's business risk as
'weak', given its dependence on steel mill production volumes,
operations in a competitive and capital-intensive industry, and
some customer concentration risk. The ratings also reflect the
company's long-term contracts with customers, a favorable niche
business position, and good margins compared with services centers
and steel processors," S&P said.

Ratings List

Rating Affirmed

Tube City IMS Corp.
Corporate credit rating             BB-/Stable/--

Downgraded; Recovery Rating Revised

Tube City IMS Corp.
                                     To          From
Senior secured term loan            BB-         BB
  Recovery Rating                    4           2

Rating Affirmed
Senior subordinated notes           B
  Recovery rating                    6


ULURU INC: Gets Continued Listing Standards Notice From Amex
------------------------------------------------------------
ULURU Inc. disclosed that the Company has received notice from the
NYSE Amex, dated Feb. 3, 2012, indicating that the Exchange has
accepted the Company's plans of compliance and granted the Company
an extension until April 2, 2012 to regain compliance with the
continued listing standards of Section 1003(a)(iv) of the
Exchange's Company Guide and an extension until March 21, 2013 to
regain compliance with the continued listing standards of Section
1003(a)(iii) of the Exchange's Company Guide.

Previously, the Company had received notice from the Exchange,
dated Dec. 5, 2011, that the Company did not meet the provisions
of Section 1003(a)(iv) since the Company has sustained losses
which are so substantial in relation to its overall operations or
its existing financial resources, or its financial condition has
become so impaired that it appears questionable, in the opinion of
the Exchange, as to whether the Company will be able to continue
operations and/or meet its obligations as they mature.  The
Company had also received a previous notice from the Exchange,
dated Sept. 21, 2011, that the Company was below the Exchange's
stockholders' equity continued listing standards and did not meet
the provisions of Section 1003(a)(iii) since the Company reported
stockholders' equity of less than $6,000,000 at June 30, 2011 and
has incurred losses from continuing operations and/or net losses
in its five most recent fiscal years ended Dec. 31, 2010.

The Company will be subject to periodic review by Exchange Staff
during the extension period.  Failure to make progress consistent
with the plans or to regain compliance with the continued listing
standards by the end of each applicable extension period could
result in the Company being delisted from the Exchange.

                      About ULURU Inc

ULURU Inc. -- http://www.ULURUinc.com/--  is a specialty
pharmaceutical company focused on the development of a portfolio
of wound management and oral care products to provide patients and
consumers improved clinical outcomes through controlled delivery
utilizing its innovative Nanoflex(TM) Aggregate technology and
OraDisc(TM) transmucosal delivery system.


USG CORPORATION: Incurs $100 Million Net Loss in Fourth Quarter
---------------------------------------------------------------
USG Corporation reported a net loss of $100 million on
$750 million of net sales for the three months ended Dec. 31,
2011, compared with a net loss of $121 million on $696 million of
net sales for the same period during the prior year.

The Company reported a net loss of $390 million on $3.02 billion
of net sales for the twelve months ended Dec. 31, 2011, compared
with a net loss of $405 million on $2.94 billion of net sales
during the prior year.

USG Corporation's balance sheet as of Dec. 31, 2011, showed $3.72
billion in total assets, $3.56 billion in total liabilities and
$156 million in total stockholders' equity.

"While some markets remain at or near historically low levels, all
of our businesses continue to benefit from the strategic actions
we have taken to reduce costs and strengthen our operations," said
James S. Metcalf, Chairman, President and CEO.  "United States
Gypsum Company and L&W Supply Corporation, our two largest
businesses, reduced their reported operating losses in 2011
compared to the prior year, while many of our other key units
achieved an operating profit in 2011."

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

                        http://is.gd/OE5TK9

                       About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they disclosed $3,252,000,000 in
assets and $2,739,000,000 in debts.  The Debtors emerged from
bankruptcy protection on June 20, 2006.

                         *     *     *

As reported by the TCR on Aug. 15, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on USG Corp. to 'B'
from 'B+'.

"The downgrade reflects our expectation that USG's operating
results and cash flow are likely to be strained over the next year
due to the ongoing depressed level of housing starts and still-
weak commercial construction activity," said Standard & Poor's
credit analyst Thomas Nadramia.  "It is now more likely, in
our view, that any meaningful recovery in housing starts may be
deferred until late 2012 or into 2013.  As a result, the risk that
USG's liquidity in the next 12 to 24 months will continue to erode
(and be less than we incorporated into our prior ratings) has
increased.  The ratings previously incorporated a greater
improvement in housing starts, which would have enabled USG to
reduce its negative operating cash flow in 2012 and achieve
breakeven cash flow or better by 2013."

In the Sept. 14, 2011, edition of the TCR, Fitch Ratings has
downgraded USG Corporation's Issuer Default Rating (IDR) to 'B-'
from 'B'.  The Rating Outlook remains Negative.

The ratings downgrade and the Negative Outlook reflect Fitch's
belief that underlying demand for the company's products will
remain weak through at least 2012 and the company's liquidity
position is likely to deteriorate in the next 18 months.  With the
recent softening in the economy and lowered economic growth
expectations for 2011 and 2012, the environment may at best
support a relatively modest recovery in housing metrics over the
next year and a half.  Fitch had previously forecast a slightly
more robust housing environment in 2011 and 2012.  Moreover, new
commercial construction is expected to decline further this year
and may only grow moderately next year.


VITRO SAB: Mexican Judge Approves Debt Restructuring
----------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Mexican glass
maker Vitro SAB said Tuesday that a court in Mexico has approved
its debt restructuring, but that it expects certain of its
bondholders who have fought the deal to continue efforts against
the plan.

                        About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer would be consummated
with a bankruptcy filing in Mexico and Chapter 15 filing in the
United States.  Vitro said noteholders would recover as much as
73% by exchanging existing debt for cash, new debt or convertible
bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push
through a plan to buy back or swap US$1.2 billion in debt from
bondholders based on the vote of US$1.9 billion of intercompany
debt when third-party creditors were opposed.  Vitro as a result
dismissed the first Chapter 15 petition following the ruling by
the Mexican court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-
11754).

The Vitro parent told the Mexico stock exchange that it received
sufficient acceptances of its reorganization pending in a court
in Monterrey.  The approval vote was evidently obtained using
claims of affiliates.  The bondholders are opposing the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.  Bondholders
previously cited an "independent analyst" who estimated the
Mexican plan was worth 49% to 54% of creditors' claims.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are
Vitro Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case
No.10-47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-
47473); Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-
47474); Super Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-
47475); Super Sky International, Inc. (Bankr. N.D. Tex. Case No.
10-47476); VVP Holdings, LLC (Bankr. N.D. Tex. Case No. 0-47477);
Amsilco Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478);
B.B.O. Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479);
Binswanger Glass Company (Bankr. N.D. Tex. Case No. 10-47480);
Crisa Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP
Finance Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP
Auto Glass, Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47484); and Vitro
Packaging, LLC (Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.


WASHINGTON MUTUAL: Court Trims FDIC's $129MM Claims Over Losses
---------------------------------------------------------------
Martin Bricketto at Bankruptcy Law360 reports that a California
federal judge on Monday again trimmed the Federal Deposit
Insurance Corp.'s $129 million suit accusing an appraisal services
company of breaching contracts with Washington Mutual Inc. and
causing it to suffer losses on bad mortgage loans.

Acting as the receiver for WaMu, the FDIC has argued that
CoreLogic Valuation Services LLC inflated real estate appraisals
by using unqualified personnel to perform the work, additionally
contending that the company's quality control methods were
severely inadequate, Law360 relates.  The suit was filed in May.

                      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.


WATERFORD FUNDING: $1.6MM in Transfers to Humphrey Fraudulent
-------------------------------------------------------------
Bankruptcy Judge R. Kimball Mosier ruled that payments received by
Daniel Quentin Humphrey from Waterford Funding LLC were fraudulent
transfers.  Accordingly, Judge Mosier granted a motion for summary
judgment filed by Gil A. Miller, the Chapter 11 trustee for
Waterford Funding and its affiliates, saying the Chapter 11 Truste
is entitled to recover for the benefit of the Debtors' estate
$1,675,000.

From November 2001 through the Petition Date, Waterford
transferred roughly $3,971,270 to Mr. Humphrey.  Within four years
prior to the Petition Date, Waterford transferred $1,675,000 to
Mr. Humphrey.  He received $1,205,000 of the Fraudulent Transfers,
within two years prior to the Petition Date.

The lawsuit is Gil A. Miller, Chapter 11 Trustee for Waterford
Funding, LLC, et al., Plaintiff, v. Daniel Quentin Humphrey, an
individual, Defendant, Adv. Proc. No. 10-02889 (Bankr. D. Utah).
A copy of Judge Mosier's Feb. 3, 2012 Findings of Fact and
Conclusions of Law is available at http://is.gd/k6Gfedfrom
Leagle.com.

Daniel Quentin Humphrey appeared pro se.

                     About Waterford Funding

Based in Salt Lake City, Utah, Waterford Funding, LLC --
http://www.waterfordfunding.com/-- specializes in solving the
short-term cash flow problems of new, early-stage and established
commercial enterprises through real-estate based loans.  Waterford
Funding and Waterford Loan Fund filed for Chapter 11 bankruptcy
(Bankr. D. Utah Case No. 09-22584 and 09-22583) on March 20, 2009.

James W. Anderson, Esq., at Miller Guymon, PC, served as the
Debtors' counsel.  Waterford Loan Fund's petition estimated
$1 million to $10 million in assets, and $50 million to $100
million in debts.

On Jan. 5, 2010, the Court approved the resignation of Daniel A.
Scarlet as Chief Restructuring Officer and the appointment of
the Chapter 11 Trustee.  Gil A. Miller was named the Chapter 11
Trustee.

In January 2011, the Bankruptcy Court granted the Chapter 11
Trustee's request for substantive consolidation as of March 20,
2009, of the Debtors' estates with those of affiliates Waterford
Services, LLC; Waterford Perdido, LLC; Waterford Candwich, LLC;
and Investment Recovery, LLC.


WESTERLY HOSPITAL: S&P Cuts $8.6-Mil. Revenue Bond Rating to 'C'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating on
Rhode Island Health & Educational Building Corp.'s $8.6 million
hospital revenue bonds series 1994, issued for Westerly Hospital,
to 'C' from 'CCC'. The outlook is negative.

"The multi-notch downgrade is due to a notification that Westerly
Hospital made only a partial payment on its semi-annual debt
service payment due Jan. 1, 2012, with the bond trustee using
trustee held funds to fulfill the remaining obligation," said
Standard & Poor's credit analyst Jennifer Soule.

The negative outlook reflects Westerly Hospital's Special Master
Receivership status since December 2011, and our expectation that
Westerly will not make its June 1, 2012, debt service payment.


WILLIAMS LOVE: Court Rejects Brann's Attorney Lien Claim
--------------------------------------------------------
Heather Brann claims that amounts she is owed by Williams, Love,
O'Leary & Powers, P.C., for services she performed on what the
parties refer to as the "Pain Pump" cases are secured by an
attorney's lien on the recoveries from the Pain Pump cases.
Williams Love filed the adversary proceeding for a declaration
that Ms. Brann does not have a lien.  Both the Debtor and Ms.
Brann move for summary judgment.  Intervenor Sterling Savings Bank
opposes Mr. Brann's motion.

Bankruptcy Judge Elizabeth Perris ruled that Ms. Brann does not
have an attorney's lien.  Judge Perris granted the Debtor's motion
for summary judgment and denied Ms. Brann's motion according to a
Feb. 7, 2012 Memorandum Opinion available at http://is.gd/uudVSM
from Leagle.com.

Over the past few years, the Debtor has been representing clients
in litigation relating to injuries they claim was caused by
portable devices used post-surgery to infuse pain medication
directly into shoulders.  Each Pain Pump client entered into a
Client Engagement Agreement with the Debtor.  No clients entered
into fee agreements with Ms. Brann.

Ms. Brann is an attorney licensed to practice law in Oregon.  In
November 2008, she began working with the Debtor on the Pain Pump
cases, pursuant to an oral fee agreement with the Debtor.

The case is WILLIAMS, LOVE, O'LEARY, & POWERS, P.C., Plaintiff, v.
HEATHER A. BRANN, Defendant, Adv. Proc. No. 11-3279 (Bankr. D.
Ore.).

                About Williams Love O'Leary & Powers

Based in Portland, Oregon, Williams, Love, O'Leary & Powers, P.C.,
fdba Williams, Dailey & O'Leary, P.C., dba WLOP and WDO.com, is a
law firm that has a national practice representing individuals in
medical product liability cases.  It filed for Chapter 11
bankruptcy (Bankr. D. Ore. Case No. 11-37021) on Aug. 14, 2011.
Judge Elizabeth L. Perris presides over the case.  The Debtor
disclosed $8,602,955 in assets and $6,734,830 in liabilities as of
the Chapter 11 filing.  The petition was signed by Michael L.
Williams, its president.  Albert N. Kennedy, Esq., and Michael W.
Fletcher, Esq., at Tonkon Torp LLP, in Portland, Oregon, represent
the Debtor as counsel.


WINDRUSH SCHOOL: Wells Fargo Objects to Debtor's Motion to Dismiss
------------------------------------------------------------------
Wells Fargo Bank, N.A., as Trustee of the $13 million bond issue
encumbering Windrush School's facilities, objects to the Debtor's
motion to dismiss its pending Chapter 11 bankruptcy case and asks
the U.S. Bankruptcy Court for the Northern District of California
to defer the dismissal until a factual hearing at which Trustee
will demonstrate Debtor is not in compliance with the terms of the
Settlement Agreement between the Debtor and the trustee.

WFB states:

   1. The Debtor has clearly defaulted on material obligations
      under the Settlement Agreement entered into with the Trustee
      under the terms of which the School is required to begin the
      wind-down process.

   2. The Debtor is not in compliance with the terms of the
      Settlement Agreement and accordingly does not have the right
      to ask the Court to dismiss its bankruptcy case.

As reported in the TCR on Jan. 31, 2012, Windrush School asked the
Bankruptcy Court to dismiss its Chapter 11 case with
prejudice, pursuant to Section 1112 of the Bankruptcy Code.  The
Debtor told the Court that, assuming that it is in compliance
with the the terms of the WFB Settlement Agreement as of Jan. 31,
2012, there will be no further need for protection for the Debtor
under the provisions of Chapter 11, and therefore, dismissal is
warranted.

In its motion to dismiss, the Debtor says it has satisfied all of
the criteria required of it as of Dec. 31, 2011, under the terms
of the WFB Settlement Agreement, and anticipates satisfying the
agreement's requirements as of Jan. 31, 2012, as well.
Accordingly, assuming achievement of those requirements, dismissal
of the Debtor's Chapter 11 case will be appropriate in early
February 2012 under the terms of the WFB Settlement Agreement.

                      About Windrush School

Based in El Cerrito, California, Windrush School is a private K-8
school.  The Company filed for Chapter 11 protection on Sept. 30,
2011 (Bankr. D. N.D. Calif. Case No. 11-70440).  Judge William J.
Lafferty presides over the case.  Merle C. Meyers, Esq., and
Michele Thompson, Esq., at Meyers Law Group P.C., I San Francisco,
Calif., represent the Debtor.  In its schedules, the Debtor
disclosed $14,809,364 in assets and $13,206,276 in liabilities.

Attorneys for secured lender Wells Fargo Bank N.A. are Mike C.
Buckley, Esq., James Neudecker, Esq., and Renee C. Feldman, Esq.,
at Reed Smith LLP.  Wells Fargo is the Indenture Trustee under an
Indenture between California Statewide Communities Development
Authority dated as of July 1, 2017, pertaining to $13,000,000 of
revenue bonds issued by the Authority.


* Federal Judge Resigns, Forms Holwell Shuster
----------------------------------------------
The Hon. Richard J. Holwell, the Southern District of New York
judge who recently presided over the insider trading trial of
Galleon Group founder Raj Rajaratnam, has disclosed his departure
from the federal judiciary to open a boutique litigation firm
alongside two prominent New York-based trial lawyers.

At the new firm -- which will be known as Holwell Shuster &
Goldberg -- Judge Holwell rejoins Michael Shuster and Daniel
Goldberg, with whom he practiced at White & Case before his
appointment to the bench in 2003.  Shuster was Global Head of
Litigation at the 2,000-lawyer White & Case firm, and is
recognized by Chambers USA as one of New York's leading commercial
litigators.  He and Goldberg, a veteran litigator recognized by
New York Super Lawyers as a top trial lawyer in New York, most
recently practiced together at Kasowitz, Benson, Torres &
Friedman.

"Serving as a federal judge was the honor of a lifetime," Judge
Holwell said. "But it's time for me to stretch my legs and return
to my roots as an advocate."

Judge Holwell has participated in a number of the largest
securities fraud matters to reach trial in recent decades.  In
addition to his widely praised handling of the Rajaratnam trial,
he also presided over the 2011 securities class action trial
against Vivendi--one of the few complex securities fraud trials to
go to a jury verdict.  In private practice, he and Shuster
litigated over 30 civil and criminal suits in the U.S. and abroad
arising from the insolvency of Credit Lyonnais, including a highly
publicized fraud action against Kirk Kerkorian relating to his
sale of MGM Film Studios.

"We are creating an elite litigation boutique capable of handling
the most demanding matters anywhere in the United States or
abroad," said Shuster.

Together with Goldberg, Judge Holwell also represented New York
Governor George Pataki in high-profile litigation establishing the
Governor's authority to remove a district attorney for refusing to
enforce the laws of New York in a death penalty case.

Dorit Ungar Black, a commercial litigator and international
arbitration specialist, will also be a founding partner of the
firm.

Drawing on the rich and varied experience of its partnership,
Holwell Shuster & Goldberg will focus its practice on complex
commercial litigation, securities fraud, antitrust, international
arbitration, white collar, government investigation, and pro bono
matters.

The firm expects to be in the forefront of the movement in the
legal profession away from traditional hourly billing toward
value-based fee arrangements. "The market for legal services
definitely is changing," Goldberg said. "Our new firm is committed
to responding to oft-expressed client preferences for billing
arrangements that are responsive to clients' desire for cost
certainty and appropriate risk sharing."

The firm opens its office today at 335 Madison Avenue in New York
City.

Bio details:

  -- Judge Richard J. Holwell -- Educated at Villanova University
(B.A., 1967) and Columbia University School of Law (J.D., cum
laude, 1970).

  -- Awarded Columbia-Cambridge Fellowship, Cambridge University
Institute of Criminology (Dip. Crim., 1971).

  -- Extensive trial experience over the course of 30 years of
private practice.

  -- Executive Partner for Disputes, White & Case (1995-2003).

  -- Appointed United States District Court Judge, Southern
District of New York, on September 17, 2003.

  -- Michael S. Shuster -- Educated at York University (B.A.,
1982) and McGill University Law School (J.D. and B.C.L., 1986).

  -- Senior Editorial Board, McGill Law Journal.

  -- Over 25 years experience as a trial lawyer.

  -- Ranked by Chambers USA as a leading New York commercial
litigator; recognized as a New York Super Lawyer (2008-11);
recognized as a "local litigation star" by Benchmark Litigation
(2011-12).

  -- Representative historical clients include Comcast
Corporation, Visa USA, Royal Bank of Canada, Raytheon Corporation,
Mega Brands.

  -- Daniel P. Goldberg -- Educated at Trinity College (B.A.,
1989) and Pace University School of Law (J.D., magna cum laude,
1995).

  -- Served as law clerk to the Hon. Sondra Miller of the New York
Supreme Court, Appellate Division, Second Department.

  -- Past Secretary, Committee on Second Circuit Court for the
Federal Bar Council.

  -- Over 16 years experience as a trial lawyer.

  -- Recognized as a New York Super Lawyer (2010-11).

  -- Representative historical clients include Soros Fund
Management, Caspian Capital, Camulos Capital, Redwood Capital,
Eurofins, Duane Reade, Mega Bloks.

  -- Dorit Ungar Black -- Educated at the University of Vienna Law
School (Magistra Iuris, 1999) and Columbia University (LL.M.,
2003).

  -- Over 11 years experience as a commercial litigator and
international arbitration specialist, most recently as a partner
at Kasowitz, Benson, Torres & Friedman, and prior to that as an
associate at White & Case and Wolf Theiss & Partners (Vienna).

  -- German native speaker, fluent in Hebrew.

Commentary:

  -- Richard Holwell: "Only the most exceptional opportunity would
have compelled me to leave the bench. To create a firm with Mike
and Dan, two litigators at the very top of their craft, is just
such an opportunity. Having thoroughly enjoyed my experience as a
member of the judiciary, I'm now excited to reenter private
practice."

  -- Mike Shuster: -- "Dan and I are excited that, in partnering
with Judge Holwell, our team will be in a position to offer our
current and future clients a unique combination of energy,
judgment, and experience as we represent them in high-stakes
commercial litigation, investigations, and arbitration matters.
There is no substitute for Rick's decade of experience on the
federal bench, and Dan and I are honored to have him at our side."

  -- "It's tough to leave such a high-quality firm as Kasowitz,
but the market is increasingly amenable to sophisticated boutiques
and the moment was right for us to create this new firm."

  -- "Dan, Dorit, and I have thoroughly enjoyed our time at
Kasowitz and were it not for this unique opportunity, we would
have never even thought of leaving the firm."

  -- Dan Goldberg: -- "Clients want their lawyers to use
technology and other increasingly advanced resources to the
fullest extent to manage costs, without having to sacrifice the
expert judgment and zealous representation they seek."

  -- "We stand ready to assist attorneys at larger firms,
including the friends we leave behind at Kasowitz and White &
Case, who find themselves conflicted out of litigation
engagements."

Notable matters handled by Holwell Shuster & Goldberg lawyers:

  -- U.S. v. Rajaratnam -- Judge Holwell presided over the six-
week trial of the Galleon Group founder, the largest insider-
trading case in a generation, featuring the first-ever use of
wiretap-obtained evidence in a case focused exclusively on
allegations of insider trading.

  -- In re Vivendi securities fraud litigation -- In a case that
produced multiple published opinions on novel matters of law,
Judge Holwell presided over this class action brought by
shareholders of Vivendi (owner of Seagrams and Universal Studios,
among other entities). It was the first in a series of cases in
which foreign plaintiffs who bought shares on foreign exchanges
attempted to avail themselves of remedies for securities fraud
available in U.S. courts.

  -- Comcast antitrust litigation -- Represented Comcast
Corporation, the world's largest cable television provider, in
precedential class action litigation challenging the industry-wide
practice of grouping cable systems into regional clusters.

  -- SEC v. Martha Stewart -- Judge Holwell presided over the
civil case brought by the SEC against Martha Stewart for alleged
insider trading. Stewart settled the matter in 2004.

  -- Mega Brands litigation -- Represented Canadian toy
manufacturer Mega Brands in connection with takeover litigation
with the sellers for claims of fraud, breach of contract, and
earnout calculations (which resulted in an extremely favorable
settlement four weeks into a six-week trial), as well as related
products liability cases throughout the country.

  -- Consolidated Gold Fields v. Minorco -- Represented the United
States' largest gold producer, successfully enjoining a hostile
takeover by a De Beers-owned entity on the ground that it would
limit competition in gold markets.

  -- Credit Lyonnais bankruptcy litigation -- Led a team that
handled over thirty suits arising from the bankruptcy of Credit
Lyonnais, which included a Delaware trial over control of the
MGM/United Artists movie studio, as well as criminal
investigations in the U.S., Italy, and France.

  -- Johnson v. Pataki -- Successfully defended then-Gov. Pataki's
use of his supersedure authority to remove a district attorney
who, while handling a first-degree murder case, refused to state
whether he would ever seek the death penalty.

  -- Enron class action securities litigation -- Represented the
Royal Bank of Canada in connection with the Enron debacle. This
included successfully defending RBC against claims brought both in
the securities class action case ("Newby"), as well as fending off
the claims levied against it by Enron itself in its bankruptcy.

  -- Radol v. Thomas -- Represented U.S. Steel in a securities
fraud class action trial arising out of the company's "white
knight" rescue of Marathon Oil Company from a hostile tender offer
launched by Mobil Oil.

              About Holwell Shuster & Goldberg

Founded by former Southern District of New York Judge Richard
Holwell and trial lawyers Michael Shuster, Daniel Goldberg, and
Dorit Ungar Black, Holwell Shuster & Goldberg is a litigation
boutique focused on the representation of clients in complex
commercial, securities, antitrust, and bankruptcy litigation, as
well as related civil, criminal, and regulatory matters.


* McGlinchey Stafford Adds Two New Attorneys in Florida
--------------------------------------------------------
McGlinchey Stafford PLLC disclosed that David Ward has joined the
firm's Jacksonville, Florida office and Michael Bruning has joined
the firm's Fort Lauderdale, Florida office.  The addition of Mr.
Ward marks the seventh attorney to join the Jacksonville office
since its opening in August of 2010.  Mr. Bruning is the second
attorney in the Fort Lauderdale office, which was opened in August
of 2011.

David Ward joins the firm as an Associate and will represent
clients in consumer financial services litigation, real estate
litigation, bankruptcy and creditors' rights.  He earned his Juris
Doctor degree from Florida Coastal School of Law in 2008.  Mr.
Ward also holds a Master of Arts degree and a Bachelor of Arts
degree in History from Virginia Commonwealth University.

Michael Bruning joins the firm as an Associate and will also focus
his practice on the representation of clients in consumer
financial services litigation involving real estate, creditors'
rights and foreclosures.  Mr. Bruning earned his Juris Doctor
degree from Florida International University School of Law in
2005, where he served as the Vice President of the Moot Court
Board. He also holds a Bachelor of Science degree in Psychology
from the University of Florida.

"As McGlinchey Stafford continues to respond to the needs of our
clients located in Florida, we are excited to add these two
outstanding attorneys to our team," said Anthony Rollo, head of
the firm's Commercial Litigation Group.

"Adding David and Michael to our Florida team is exciting and
represents McGlinchey Stafford's client-service approach to
growth," said the firm's Managing Partner, Rudy Aguilar.

                    About McGlinchey Stafford

McGlinchey Stafford PLLC -- http://www.mcglinchey.com/-- is a
full-service law firm providing innovative legal counsel to
business clients nationwide.  Guiding clients wherever business
and law intersect, McGlinchey Stafford attorneys are based in ten
offices in Florida, Louisiana, Mississippi, New York, Ohio and
Texas.


* Bankr. Attys. Garner and Marum Among New Sheppard Partners
------------------------------------------------------------
Sheppard, Mullin, Richter & Hampton LLP disclosed that the firm
has elevated twelve of its attorneys to partner.  The twelve new
partners are Martin Bader (Del Mar), Will Chuchawat (Los Angeles),
Jeffrey W. Forrest (San Diego), Darren Franklin (Los Angeles),
Jenny Park Garner (San Francisco), Matthew W. Holder (Del Mar),
Moe Keshavarzi (Los Angeles), J. Barrett Marum (San Diego), Daniel
J. McQueen (Los Angeles), Aaron J. Sobaski (Orange County),
Olivier F. Theard (Los Angeles) and Whitney Walters (Century
City).

Jenny Park Garner, in the firm's Finance and Bankruptcy practice
group in the San Francisco office, specializes in commercial law,
real estate, secured and unsecured lending transactions, workouts,
bankruptcy, and enforcement of creditor's rights and remedies.
Park Garner represents a wide range of clients in all aspects of
finance, real estate, bankruptcy, and creditor's rights matters.
Her commercial lending practice includes structuring, negotiating
and documenting senior and mezzanine debt financing, participating
or contingent interest financing, and loans for the commercial
mortgage backed securities market.  Park Garner has extensive
experience in advising clients on problem loans and creditor's
rights and remedies, including real property and UCC foreclosures,
deeds in lieu of foreclosure, writs and receivership, and relief
from stay proceedings, and in industries such as single-family and
multi-family residential projects, mixed use projects, office,
hospitality, retail, manufacturing, communications, entertainment,
health care and fine art.  She received her J.D. from the
University of California, Berkeley (Boalt Hall) in 2001 and her
undergraduate degree, with high distinction, Phi Beta Kappa, from
the University of California, Berkeley in 1997.

Barrett Marum is a member of the firm's Business Trial and Finance
and Bankruptcy practice groups, and is based in the San Diego
office.  Marum practices in the areas of business bankruptcy law
and commercial litigation.  He has experience representing parties
involved in complex insolvency proceedings, including representing
debtors, creditors and other parties in pre-bankruptcy litigation,
workout negotiations and bankruptcy proceedings.  Marum also has a
wide variety of experience representing plaintiffs and defendants
in disputes in state and federal court, including claims involving
breach of contract, real property, unfair business practices,
business torts, federal banking laws and regulations and borrower
litigation against lenders.  Marum received his J.D., Order of the
Coif, from the University of California, Los Angeles in 2003 and
his undergraduate degree, with high honors, from the University of
California, Berkeley in 2000.

                      About Sheppard, Mullin

Sheppard, Mullin, Richter & Hampton LLP --
http://www.sheppardmullin.com/-- is a full service Global 100
firm with more than 570 attorneys in 14 offices located in the
United States, Europe and Asia.  Since 1927, companies have turned
to Sheppard Mullin to handle corporate and technology matters,
high stakes litigation and complex financial transactions.  In the
U.S., the firm's clients include more than half of the Fortune
100.


* Barnes & Thornburg Adds Paul Laurin in LA Office
--------------------------------------------------
Barnes & Thornburg LLP announced Feb. 6 that Paul J. Laurin has
joined the firm's Los Angeles office as a partner in the Finance,
Insolvency and Restructuring Department.  Mr. Laurin was
previously a partner in the Los Angeles office of Rutter Hobbs &
Davidoff, Inc.

Mr. Laurin focuses his practice in the areas of business
litigation and creditors' rights. He represents lenders, media and
entertainment companies and individuals in the assertion and
defense of their rights in state, federal and bankruptcy courts.
He is experienced in assisting clients in the analysis of complex
insolvency driven business decisions and strategy and through all
aspects of litigation from pre-judgment provisional remedies and
relief through trial and appeal. He will lead the firm's
creditors' rights practice in California.

"Paul has a very successful practice, which will supplement and
expand our creditors' rights and bankruptcy representation
capabilities in Los Angeles and nationally," said David C. Allen,
managing partner of Barnes & Thornburg's Los Angeles office. "The
firm's value proposition continues to fuel growth opportunities in
Los Angeles as we attract well recognized partners across a number
of key practices."

"Paul is a highly recognized business litigator in Los Angeles and
nationwide," said Patrick E. Mears, chairman of Barnes &
Thornburg's Finance, Insolvency and Restructuring Department. "His
substantial courtroom experience and his extensive work handling
mega-bankruptcies and other complex situations make him a strong
addition to the firm."

Additionally, Christian A. Jordan has joined Barnes & Thornburg as
an associate in the Finance, Insolvency and Restructuring
Department. He also comes to the firm from Rutter Hobbs &
Davidoff.

With the arrival of Messrs. Laurin and Jordan, there are 18
attorneys in the Los Angeles office of Barnes & Thornburg, which
opened in February 2011.  To start the year, leading labor and
employment lawyer Howard D. Fabrick joined Barnes & Thornburg's
Los Angeles office as a partner in the Labor and Employment Law
Department and Entertainment and Music Group.


* Hodgson Russ Snags Two Lewis Brisbois Bankruptcy Pros
-------------------------------------------------------
Gavin Broady at Bankruptcy Law360 reports that Hodgson Russ LLP
has strengthened its New York bankruptcy practice group with the
addition of two former Lewis Brisbois Bisgaard & Smith LLP
attorneys, including the former co-chair of Lewis Brisbois'
bankruptcy and insolvency group, Hodgson Russ said Wednesday.

Heidi J. Sorvino brings 23 years of bankruptcy litigation
experience to the New York office of Hodgson Russ' bankruptcy,
restructuring and commercial litigation practice group, where she
will serve as a partner. She is joined by her former Lewis
Brisbois colleague Carmine J. Castellano, according to Law360.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In Re Ruben De La Trinidad
   Bankr. D. Ariz. Case No. 12-01717
      Chapter 11 Petition filed January 31, 2012

In Re Nickel & Dimer, LLC
   Bankr. D. Ariz. Case No. 12-01779
      Chapter 11 Petition filed January 31, 2012
         See http://bankrupt.com/misc/azb12-01779.pdf
         represented by: Tracy S. Essig, Esq.
                         Law Office Of Tracy S. Essig
                         E-mail: tracy@tessiglaw.com

In Re Roger Meyer
   Bankr. C.D. Calif. Case No. 12-10955
      Chapter 11 Petition filed January 31, 2012

In Re W T Rogers
   Bankr. C.D. Calif. Case No. 12-12354
      Chapter 11 Petition filed January 31, 2012

In Re Old Colonies Investment LLC
   Bankr. N.D. Calif. Case No. 12-40905
      Chapter 11 Petition filed January 31, 2012
         See http://bankrupt.com/misc/canb12-40905.pdf
         represented by: C. Bruce Teeter, Esq.
                         Law Office of C. Bruce Teeter

In Re Ramon Cabrera
   Bankr. N.D. Calif. Case No. 12-40951
      Chapter 11 Petition filed January 31, 2012

In Re Jane W. Kaltenheuser Revokable Trust
   Bankr. D.C. Case No. 12-00058
      Chapter 11 Petition filed January 31, 2012
         Filed Pro Se

In Re A Better Hearing, Inc.
   Bankr. M.D. Fla. Case No. 12-01408
      Chapter 11 Petition filed January 31, 2012
         See http://bankrupt.com/misc/flmb12-01408.pdf
         represented by: Robert L. Vaughn, Esq.
                         Law Office of Robert L. Vaughn
                         E-mail: generalmail@rlvlaw.com

In Re Brian Culmer
   Bankr. S.D. Fla. Case No. 12-12520
      Chapter 11 Petition filed January 31, 2012

In Re Shanry Realty Trust
   Bankr. D. Mass. Case No. 12-40339
      Chapter 11 Petition filed January 31, 2012
         See http://bankrupt.com/misc/mab12-40339.pdf
         represented by: Carl D. Aframe, Esq.
                         Aframe & Barnhill
                         E-mail: aframe@aframebarnhill.com

In Re Robert Diamond
   Bankr. D. Nev. Case No. 12-11074
      Chapter 11 Petition filed January 31, 2012

In Re Oscar Pierce
   Bankr. E.D. Pa. Case No. 12-10805
      Chapter 11 Petition filed January 31, 2012

In Re Frank Previte
   Bankr. W.D. Pa. Case No. 12-70075
      Chapter 11 Petition filed January 31, 2012

In Re Jose Torres Torres
   Bankr. D. Puerto Rico Case No. 12-00729
      Chapter 11 Petition filed January 31, 2012

In Re Gerard Bovaird
   Bankr. E.D. Va. Case No. 12-10590
      Chapter 11 Petition filed January 31, 2012

In Re Daniel Peterson
   Bankr. W.D. Wash. Case No. 12-10861
      Chapter 11 Petition filed January 31, 2012

In Re Billy Miller
   Bankr. N.D. Ala. Case No. 12-40182
      Chapter 11 Petition filed February 1, 2012

In Re Dustin Bowen
   Bankr. D. Ariz. Case No. 12-01855
      Chapter 11 Petition filed February 1, 2012

In Re Impact Marketing Group, LLC
   Bankr. D. Ariz. Case No. 12-01856
      Chapter 11 Petition filed February 1, 2012
         See http://bankrupt.com/misc/azb12-01856.pdf
         represented by: Harold  Campbell, Esq.
                         Campbell & Coombs, P.C.
                         E-mail: heciii@haroldcampbell.com

In Re Andrew Bodewin
   Bankr. C.D. Calif. Case No. 12-12526
      Chapter 11 Petition filed February 1, 2012

In Re Armida Moreno
   Bankr. C.D. Calif. Case No. 12-13768
      Chapter 11 Petition filed February 1, 2012

In Re Barry Kuhnke
   Bankr. C.D. Calif. Case No. 12-11350
      Chapter 11 Petition filed February 1, 2012

In Re Chick Pea LLC
   Bankr. C.D. Calif. Case No. 12-11345
      Chapter 11 Petition filed February 1, 2012
         See http://bankrupt.com/misc/cacb12-11345.pdf
         represented by: Vakhe Khodzhayan, Esq.
                         KG Law
                         E-mail: vahe@lawyer.com

In Re David Rudich
   Bankr. C.D. Calif. Case No. 12-13698
      Chapter 11 Petition filed February 1, 2012

In Re Edgar Espinoza
   Bankr. C.D. Calif. Case No. 12-13739
      Chapter 11 Petition filed February 1, 2012

In Re Luis Sinbaldi
   Bankr. C.D. Calif. Case No. 12-11351
      Chapter 11 Petition filed February 1, 2012

In Re Simla Mehta
   Bankr. C.D. Calif. Case No. 12-13744
      Chapter 11 Petition filed February 1, 2012

In Re Edwin Guadamuz
   Bankr. E.D. Calif. Case No. 12-22035
      Chapter 11 Petition filed February 1, 2012

In Re Kenneth Carvalho
   Bankr. N.D. Calif. Case No. 12-50827
      Chapter 11 Petition filed February 1, 2012

In Re Devroc Homes, Inc.
   Bankr. M.D. Fla. Case No. 12-01359
      Chapter 11 Petition filed February 1, 2012
         See http://bankrupt.com/misc/flmb12-01359.pdf
         represented by: Paris L. Davis, Jr., Esq.
                         Anderson Pinkard, P.A.
                         E-mail: pdavis@floridalawpartners.com

In Re Ronnie Stewart
   Bankr. S.D. Ga. Case No. 12-30038
      Chapter 11 Petition filed February 1, 2012

In Re Harmon's Motor Services, Inc.
   Bankr. N.D. Ill. Case No. 12-03566
      Chapter 11 Petition filed February 1, 2012
         See http://bankrupt.com/misc/ilnb12-03566.pdf
         represented by: Paul M. Bach, Esq.
                         Bach Law Offices
                         E-mail: paul@bachoffices.com

In Re Reid Fields
   Bankr. N.D. Ill. Case No. 12-03563
      Chapter 11 Petition filed February 1, 2012

In Re The Pampering Den
   Bankr. N.D. Ill. Case No. 12-03673
      Chapter 11 Petition filed February 1, 2012

In Re Luis Vazquez
   Bankr. D. Nev. Case No. 12-11164
      Chapter 11 Petition filed February 1, 2012

In Re Kenneth Davis
   Bankr. E.D.N.Y. Case No. 12-70545
      Chapter 11 Petition filed February 1, 2012

In Re Jorge Canario
   Bankr. E.D. N.C. Case No. 12-00841
      Chapter 11 Petition filed February 1, 2012

In Re Dunbar Concrete Products, Inc.
   Bankr. D. N.J. Case No. 12-12560
      Chapter 11 Petition filed February 1, 2012
         See http://bankrupt.com/misc/njb12-12560.pdf
         represented by: Dean G. Sutton, Esq.
                         E-mail: dgs123@ptd.net

In Re Greater Dayton Industrial Laser, LLC
   Bankr. S.D. Ohio Case No. 12-30423
      Chapter 11 Petition filed February 1, 2012
         See http://bankrupt.com/misc/ohsb12-30423.pdf
         represented by: Lester R. Thompson, Esq.
                         E-mail: tdbklaw@gmail.com

In Re Friendship Missionary Baptist Church of Coliumbia, Inc.
   Bankr. M.D. Tenn. Case No. 12-00977
      Chapter 11 Petition filed February 1, 2012
         See http://bankrupt.com/misc/tnmb12-00977.pdf
         represented by: Steven L. Lefkovitz, Esq.
                         Law Offices Lefkovitz & Lefkovitz
                         E-mail: slefkovitz@lefkovitz.com

In Re GWD Foods, Inc.
        dba Gary's Cafe'
        dba Gary's Coffee Shop
   Bankr. E.D. Texas Case No. 12-10070
      Chapter 11 Petition filed February 1, 2012
         See http://bankrupt.com/misc/txeb12-10070.pdf
         represented by: Frank J. Maida, Esq.
                         Maida Law Firm
                         E-mail: maidalawfirm@gt.rr.com

In Re David Mitchell
   Bankr. E.D. Va. Case No. 12-10636
      Chapter 11 Petition filed February 1, 2012

In Re The Best Italian Restaurant, LLC
   Bankr. E.D. Va. Case No. 12-10641
      Chapter 11 Petition filed February 1, 2012
         See http://bankrupt.com/misc/txeb12-10070.pdf
         represented by: George LeRoy Moran, Esq.
                         E-mail: glmoran@yahoo.com

In Re Lilian Salmorin
   Bankr. C.D. Calif. Case No. 12-13907
      Chapter 11 Petition filed February 2, 2012

In Re Terence ONeil
   Bankr. D. Conn. Case No. 12-50192
      Chapter 11 Petition filed February 2, 2012

In Re Patrick Stover
   Bankr. D. Maine Case No. 12-20086
      Chapter 11 Petition filed February 2, 2012

In Re Michael Romano
   Bankr. D. Mass. Case No. 12-40373
      Chapter 11 Petition filed February 2, 2012

In Re Scott Condon
   Bankr. D. Mass. Case No. 12-10868
      Chapter 11 Petition filed February 2, 2012

In Re Joselito Ferrer
   Bankr. D. Nev. Case No. 12-50224
      Chapter 11 Petition filed February 2, 2012

In Re Arthur Galpin
   Bankr. D. Ore. Case No. 12-60362
      Chapter 11 Petition filed February 2, 2012

In Re Stanley Dye
   Bankr. M.D. Pa. Case No. 12-00609
      Chapter 11 Petition filed February 2, 2012

In Re Luis Ortiz Rivera
   Bankr. D. Puerto Rico Case No. 12-00769
      Chapter 11 Petition filed February 2, 2012

In Re Geoffrey Hubona
   Bankr. E.D. Tenn. Case No. 12-10549
      Chapter 11 Petition filed February 2, 2012

In Re Jimmy Bak
   Bankr. W.D. Texas Case No. 12-50313
      Chapter 11 Petition filed February 2, 2012

In Re Daniel McClellan
   Bankr. N.D. Ala. Case No. 12-40198
      Chapter 11 Petition filed February 3, 2012

In Re Carmencita Dela Cruz
   Bankr. C.D. Calif. Case No. 12-14011
      Chapter 11 Petition filed February 3, 2012

In Re Daniel Kass
   Bankr. C.D. Calif. Case No. 12-10470
      Chapter 11 Petition filed February 3, 2012

In Re Hector Cerna
   Bankr. C.D. Calif. Case No. 12-14096
      Chapter 11 Petition filed February 3, 2012

In Re Samuel Bote
   Bankr. C.D. Calif. Case No. 12-11409
      Chapter 11 Petition filed February 3, 2012

In Re Haakon Magnussen
   Bankr. N.D. Calif. Case No. 12-41039
      Chapter 11 Petition filed February 3, 2012

In Re Willie Ruffin
   Bankr. N.D. Ga. Case No. 12-52675
      Chapter 11 Petition filed February 3, 2012

In Re Frank Lyons
   Bankr. N.D. Ill. Case No. 12-03853
      Chapter 11 Petition filed February 3, 2012

In Re Marek Strzalka
   Bankr. D. Mass. Case No. 12-10894
      Chapter 11 Petition filed February 3, 2012

In Re Tomasz Brojek
   Bankr. D. Mass. Case No. 12-10897
      Chapter 11 Petition filed February 3, 2012

In Re Brock Collins
   Bankr. D. Md. Case No. 12-11846
      Chapter 11 Petition filed February 3, 2012

In Re John Fanuzzi
   Bankr. D. Mont. Case No. 12-60143
      Chapter 11 Petition filed February 3, 2012

In Re Efrem Rosenfeld
   Bankr. D. Nev. Case No. 12-11297
      Chapter 11 Petition filed February 3, 2012

In Re Rob Hughitt
   Bankr. N.D. Texas Case No. 12-40653
      Chapter 11 Petition filed February 3, 2012

In Re Paul Christensen
   Bankr. W.D. Wash. Case No. 12-40663
      Chapter 11 Petition filed February 3, 2012



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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