TCR_Public/120213.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, February 13, 2012, Vol. 16, No. 43

                            Headlines

155 EAST: Cash Collateral Hearing Continued Until April 27
155 EAST: Buyer for Hooters Casino Hotel to Be Named Feb. 17
18 SENNA: Involuntary Chapter 11 Case Summary
2655 BUSH: Case Summary & 10 Largest Unsecured Creditors
785 PARTNERS: Debt Assignee Has Standing to Challenge Plan

AES EASTERN: NY AG Opposes Emission Credits Sale Plan
AIRVANA NETWORK: Cut by S&P to 'CCC' Amid Dispute with Ericsson
ALC HOLDINGS: Committee Taps Herrick Feinstein as Counsel
ALC HOLDINGS: Committee Proposes J.H. Cohn as Financial Advisor
ALC HOLDINGS: Has Until July 5 to Decide on Real Property Leases

ALC HOLDINGS: Panel Taps Ashby & Geddes as Delaware Counsel
ALROSE KING: DCI Asks for Dismissal or Conversion of Case
ALROSE KING: Reaches Deal With BFSB; Owners to Retain Control
ALROSE KING: Seeks Approval of Plan Support Agreement
ALLTRUST REALTY: To Pay $3,750 to PBS as Adequate Protection

ANGEL MARTINEZ: Court Keeps Case Dismissal Ruling
AQUILEX HOLDINGS: S&P Withdraws 'D' Corporate Credit Rating
ARRAY BIOPHARMA: Posts $3.8-Mil. Net Loss in Dec. 31 Quarter
AVANTAIR INC: Incurs $872,000 Net Loss in Fiscal Q2 2012
BAKERS FOOTWEAR: Reports $53.6 Million Net Sales in Fiscal Q4

BARNEYS NEW YORK: S&P Lowers Corporate Credit Rating to 'CC'
BEAR ISLAND: Hearing on Plan Confirmation Resumes Tomorrow
BEAZER HOMES: Stockholders Elect 7 Directors at Annual Meeting
BERNARD L. MADOFF: Mets Asks High Court to Review 2nd Circ. Ruling
BION ENVIRONMENTAL: Incurs $1 Million Net Loss in Dec. 31 Quarter

BIORELIANCE CORP: S&P Withdraws 'B+' Corporate Credit Rating
BIOZONE PHARMACEUTICALS: Daniel Fisher Resigns as Director
BMB MUNAI: Hires Lakeview to Wind Down Kazakhstan Operations
BRAINY BRANDS: Errors Found on Financial Reports
BRAYTON INVESTMENT: Wikas Granted $265,737 Secured Claim

BUTLER INT'L: Twin City Insurance Off The Hook for Coverage
CAESARS ENTERTAINMENT: Publicly Lists Shares on Nasdaq Global
CARBON ENERGY: Court OKs Kolesar & Leatham as General Counsel
CARDICA INC: Posts $3.2-Mil. Net Loss in Dec. 31 Quarter
CATALYST PAPER: TSE to Delist Shares on March 8

CENTRAL BUILDING: Wants Plan Filing Deadline Extended to March 1
CHINA TEL GROUP: Shares Issued Exceed 5% of Outstanding Shares
CHRIST HOSPITAL: Group Urges Officials to Seek Community's Input
CIRCUS AND ELDORADO: Auditor Issues Going Concern Qualification
CITIZENS REPUBLIC: Moody's Affirms 'Ba3' Deposit Ratings

COMMUNITY HEALTH: Moody's Rates Proposed Term Loan A at 'Ba3'
CONNAUGHT GROUP: Carlisle Collection in Chapter 11, Seeks Sale
CORNERSTONE BANCSHARES: Banc Fund Ceases to Hold 5% Equity Stake
CRYSTAL CATHEDRAL: Catholic Diocese Is New Owner of Property
CUSTER ROAD: Voluntary Chapter 11 Case Summary

DAIS ANALYTIC: Amends Prospectus on 33MM Shares Offering
DENNY'S CORP: Invesco Ltd. Discloses 4.3% Equity Stake
DENNY'S CORP: Vanguard Group Discloses 5.2% Equity Stake
DIAMOND FOODS: Fin'l Restatements May Violate Loan Covenants
EASTMAN KODAK: To Phase Out Dedicated Capture Devices Business

EMBARCADERO RE: S&P Assigns 'BB-' Rating to Series 2012-I Notes
EMMIS COMMUNICATIONS: AQR Capital Discloses 4.5% Equity Stake
FLYING FORTRESS: Moody's Assigns 'Ba3' Rating to $900-Mil. Loan
FRANK SUTTON: Court Rejects Plan That Puts Unsecureds in 2 Classes
GENCORP INC: Retirement Plan Discloses 6.3% Equity Stake

GENOA HEALTHCARE: S&P Affirms 'B' Corporate; Outlook Negative
GLOBAL BRASS: S&P Puts 'B' Corp. Credit Rating on Watch Positive
GMX RESOURCES: Jefferies Discloses 3.2% Equity Stake
GORDON PROPERTIES: Court Rejects Substantive Consolidation Bid
GUIDED THERAPEUTICS: Richard Blumberg Discloses 6.5% Equity Stake

HAWAIIAN TELCOM: Moody's Rates $300MM Sr. Sec. Term Loan at 'B1'
HCA INC: To Sell $1.3 Billion of 5.875% Senior Secured Notes
HEARTHSTONE HOMES: Voluntary Chapter 11 Case Summary
HERCULES OFFSHORE: Vanguard Group Discloses 4.4% Equity Stake
HORIZON LINES: Credit Suisse Discloses 4.1% Equity Stake

HOSTESS BRANDS: CEO Could Get $2MM Bonus Under Employment Deal
IMPERIAL INDUSTRIES: Charles Cheever Discloses 6.9% Equity Stake
ISTAR FINANCIAL: Vanguard Group Discloses 5.2% Equity Stake
JAMES RIVER: Vanguard Group Discloses 5.2% Equity Stake
LONE PINE: S&P Assigns 'B' Long-Term Corporate Credit Rating

LSP ENERGY: Files for Chapter 11 to Sell Miss. Natural Gas Plant
IQOR HOLDINGS: S&P Lowers Corporate Credit Rating to 'B-'
ISAACSON STRUCTURAL: Wants Until Tomorrow to File Cash Use Motion
LANCASTER MARITIME: Case Summary & 50 Largest Unsecured Creditors
LEVEL 3: Incurs $163 Million Net Loss in Fourth Quarter

LPATH INC: Marathon Capital Ceases to Hold 5% Equity Stake
LYMAN LUMBER: Wants to Employ Eau Claire as Realtor
MAQ MANAGEMENT: Stipulation Approved on Adequate Protection
MAQ MANAGEMENT: Prohibited From Using BB&T's Cash Collateral
MAQ MANAGEMENT: Expects to File 'Material Amendments' to Plan

MARCO POLO: Committee Investigation Period Extended Until Feb. 29
MARCO POLO: Wants Plan Exclusivity Period Extended to Feb. 29
MARITIME TELECOMMUNICATIONS: S&P Affirms 'B'; Outlook Now Positive
MBIA INC: Admits Errors in 2009 Restructuring Filing
MCCLATCHY CO: Posts $42 Million Net Income in Fourth Quarter

MCCLATCHY CO: BlackRock Discloses 5.7% Equity Stake
MCCLATCHY CO: UBS AG Ceases to Hold 5% of Class A Shares
METAL STORM: Proposes to Issue Ordinary Shares
MGM RESORTS: Moody's Says Bank Amendment Credit Positive
MORGAN'S FOODS: JCP Investment Discloses 12.6% Equity Stake

MULTIPLAN INC: Moody's Says B2 CFR Reflects Leverage, Low Growth
MUNICIPAL MORTGAGE: Francis Gallagher Appointed to Board
ODYSSEY (IX): Gets Final Approval to Access Cash Collateral
ODYSSEY (IX): Maloney OK'd as Chief Restructuring Officer
ODYSSEY (IX): Files Schedules of Assets and Liabilities

ODYSSEY (IX): Mediation Expected to Be Completed Wednesday
OPEN RANGE: Wants Case Converted to Chapter 7 Proceeding
PACIFIC MONARCH: Baker & McKenzie Okayed as Mexican Tax Counsel
P.H. GLATFELTER: Moody's Raises Corporate Family Rating to 'Ba1'
PIMA AND TUCSON: Moody's Cuts Series 2007A-2 Note Rating to 'B3'

PINNACLE AIRLINES: Amends Capacity Purchase Pact with United Air
PMI GROUP: Committee Can Retain Morrison & Foerster as Counsel
PMI GROUP: Committee Can Retain Womble Carlyle as Co-Counsel
POTOMAC SUPPLY: Owners Discuss Use of Cash Collateral
PRM SMITH: Court Approves Benjamin Currence as Litigation Counsel

QUANTUM CORP: Capital Research Discloses 7.8% Equity Stake
RAYMOND MARC GUILLAUME: Tall Pines Claim Pegged at $10,500
REAL MEX: Creditors Accuse Noteholders of Gamesmanship
REAL MEX: Board Approves Bid to Acquire All Assets
REYNOLDS GROUP: S&P Affirms 'B+' Corporate; Outlook Negative

RIDGE PARK: Stipulation for Continued Cash Collateral Use OK'd
ROCKWOOD SPECIALTIES: S&P Raises Corp. Credit Rating to 'BB+'
SEALY CORP: Franklin Resources Ceases to Hold 5% Equity Stake
SEARCHMEDIA HOLDINGS: Has Direct Control of Subsidiaries
SEJWAD HOTELS: Case Summary & 7 Largest Unsecured Creditors

SINCLAIR BROADCAST: Posts $23.2-Mil. Net Income in 4th Quarter
SINCLAIR BROADCAST: Vanguard Group Discloses 6.3% Equity Stake
SINCLAIR BROADCAST: BlackRock Discloses 5.2% Equity Stake
SINCLAIR BROADCAST: LSV Asset Holds 5.4% of Class A Shares
SK FOODS: 9th Cir. Rules on Bid to Retrieve Seized Docs

SOUTHERN OAKS: Quail Creek Bank Wants Pre-Bankruptcy Merger Probed
SOUTHERN OAKS: Hires Welch Law Firm as Chapter 11 Counsel
SOUTHERN OAKS: Sec. 341 Creditors' Meeting Set for March 5
SPANISH BROADCASTING: S&P Affirms 'B-'; Outlook Hiked to Stable
STATE AUTO FINC'L: S&P Affirms 'BB+' Counterparty Credit Rating

SUNOCO INC: S&P Affirms 'BB+', Removes Watch Negative
SUNTRICITY POWER: Files for Chapter 11 Bankruptcy Protection
TAO-SAHI LP: Has Access to S2 Cash Collateral Until Feb. 28
TAO-SAHI LP: Plan Confirmation Hearing Continued Until March 7
TAO-SAHI LP: FDIC Wants $1.8MM Claim Allowed for Plan Voting

TRIDENT MICROSYSTEMS: Time to File Schedules Extended to Feb. 22
TRIDENT MICROSYSTEMS: Can Employ DLA Piper as Counsel
TRIDENT MICROSYSTEMS: Can Employ Union Square as Investment Banker
TRIDENT MICROSYSTEMS: Can Employ PwC LLP as Tax Advisor
UNISYS CORP: BlackRock Discloses 5.3% Equity Stake

UNITED RETAIL: U.S. Trustee Names 7-Member Creditors Panel
UNITED RETAIL: Bidding Procedures Hearing on Feb. 21
UNITED RETAIL: Schedules Filing Deadline Moved to March 16
UNITED RETAIL: Final Hearing on $40MM Wells Fargo Loan on Feb. 21
UNITED RETAIL: Wins OK to Hire Donlin Recano as Claims Agent

VALENCE TECHNOLOGY: Incurs $2.4 Million Net Loss in Fiscal Q3
VILLAGE RESORTS: Wants to Hire Bauch & Michaels as Counsel
VILLAGE RESORTS: Deadline to File Proofs of Claim on March 26
VILLAGE RESORTS: Files Schedules of Assets and Liabilities
VITESSE SEMICONDUCTOR: AQR Capital Discloses 8.8% Equity Stake

VITESSE SEMICONDUCTOR: AQR Absolute Discloses 8.8% Equity Stake
VOLUNTEER BANCORP: Going Concern Doubt Raised on 2010 Form 10-K
WAGSTAFF MINNESOTA: Committee Has Until March 2 to Challenge Liens
WASHINGTON LOOP: Ch. 11 Wants Wells Fargo's Stay Plea Denied
WASHINGTON MUTUAL: HoldCo Objects to Seventh Amended Joint Plan

WESTERN POZZOLAN: Status Conference Set for March 14
WOODLAKE GOLF: Files for Chapter 11 Bankruptcy Protection
WORLD SURVEILLANCE: La Jolla To Sell 50 Million of Common Shares
WORLD SURVEILLANCE: Raymer Maguire Discloses 7.1% Equity Stake
WWA GROUP: Amends 2010 Form 10-K; Has $1.7-Mil. Restated Net Loss

* US Trustee Stands By Changes to Ch. 11 Fee Guidelines
* 9th Circ. Won't Rule On Orders Keeping Trustees Onboard

* BOND PRICING -- For Week From Feb. 6 to 10, 2012



                            *********

155 EAST: Cash Collateral Hearing Continued Until April 27
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada approved a
third stipulation continuing until April 27, 2012, at 9:30 a.m.,
the hearing to consider 155 East Tropicana, LLC, et al.'s motion
to use cash collateral.

The hearing was previously scheduled for Jan. 25, at 9:30 a.m.

The Court also ordered that the deadline to file written
opposition to final relief in the cash collateral motion will be
continued to April 13, and the deadline to file and serve any
replies to the oppositions will be continued to April 20.

A full-text copy of the stipulation is available or free at:

   http://bankrupt.com/misc/155EAST_cashcoll-stipulation.pdf

The stipulation was entered among 155 East Tropicana, LLC, and 155
East Tropicana Finance Corp., Canpartners Realty Holding Company
IV LLC, as agent, credit facility lender and holder of senior
secured notes, and U.S. Bank National Association, in its capacity
as trustee.

                      About 155 East Tropicana

155 East Tropicana LLC owns the world's first Hooters Casino
Hotel, a 696-room and 4-suite hotel located one block from the Las
Vegas Strip and across Tropicana Blvd. from MGM Grand.

155 East Tropicana, along with an affiliate, sought Chapter 11
protection (Bankr. D. Nev. Case No. 11-22216) on Aug. 1, 2011.
155 East sought bankruptcy protection to stop a scheduled Aug. 8
foreclosure of the second-lien debt.  The two secured credit
facilities were accelerated early this year.

Canpartners Realty Holding Co. IV LLC acquired 98.4% of the
$130 million in 8.75% second-lien senior secured notes.  An
additional $32.2 million of interest is owing on the second-lien
debt, with US Bank NA as the indenture trustee.  Holders of the
$14.5 million in first-lien debt have Wells Fargo Capital Finance
Inc. as their agent.  The first-lien obligation is fully secured.
Interest has been paid at the default rate.

Gerald M. Gordon, Esq., and Brigid M. Higgins, Esq., at Gordon
Silver, in Las Vegas, Nevada, serve as counsel to the Debtors.
Garden City Group, Inc., is the claims agent.  William G. Kimmel &
Associates has been hired to provide an appraisal of the Debtors'
casino hotel/property.  Alvarez & Marsal serves as financial and
restructuring advisor.  Innovation Capital LLC serves as financial
advisor for capital raising transactions and M&A transactions.


155 EAST: Buyer for Hooters Casino Hotel to Be Named Feb. 17
------------------------------------------------------------
The Hon. Bruce A. Markell of the U.S. Bankruptcy Court for the
District of Nevada in January entered an order authorizing 155
East Tropicana, LLC, et al., to conduct a sale process for
substantially all of their assets.

As reported in the Troubled Company Reporter on Feb. 7, 2012, the
biggest lender behind the Hooters Casino Hotel is offering
$60 million for the attraction located just off the Las Vegas
Strip.  The disclosure statement explaining the Chapter 11 plan
submitted by the Debtor on Jan. 11, 2012, says that the Debtors
intend to maximize return to creditors though a sale of the assets
to a third-party buyer or a credit bid by  U.S. Bank, N.A., the
indenture trustee under the 8.75% senior secured notes.

The Court's order provides that if more than one qualified bid is
timely received by the Feb. 10 deadline, a bankruptcy Court-
supervised auction may be conducted at the outset of the Feb. 17
sale hearing to determine the winning bidder.  Qualified bids are
due Feb. 10, at 4:00 p.m.,  prevailing Pacific Time.

The Court further ordered that any secured creditor wishing to
submit a credit bid must do so at the time of the sale hearing.

A full-text copy of the order and the bid procedures is available
for free at http://bankrupt.com/misc/155EAST_sale_order.pdf

The obtaining of gaming licensing approvals of the buyer is not a
condition to the closing of the transactions contemplated by the
sale procedures, which closing must occur by March 30, 2012.  Of
the buyer of the assets has no necessary gaming licenses, the
Debtors may continue to operate the Casino Hotel or prortions
thereof beyond the closing date.

                      About 155 East Tropicana

155 East Tropicana LLC owns the world's first Hooters Casino
Hotel, a 696-room and 4-suite hotel located one block from the Las
Vegas Strip and across Tropicana Blvd. from MGM Grand.

155 East Tropicana, along with an affiliate, sought Chapter 11
protection (Bankr. D. Nev. Case No. 11-22216) on Aug. 1, 2011.
155 East sought bankruptcy protection to stop a scheduled Aug. 8
foreclosure of the second-lien debt.  The two secured credit
facilities were accelerated early this year.

Canpartners Realty Holding Co. IV LLC acquired 98.4% of the
$130 million in 8.75% second-lien senior secured notes.  An
additional $32.2 million of interest is owing on the second-lien
debt, with US Bank NA as the indenture trustee.  Holders of the
$14.5 million in first-lien debt have Wells Fargo Capital Finance
Inc. as their agent.  The first-lien obligation is fully secured.
Interest has been paid at the default rate.

Gerald M. Gordon, Esq., and Brigid M. Higgins, Esq., at Gordon
Silver, in Las Vegas, Nevada, serve as counsel to the Debtors.
Garden City Group, Inc., is the claims agent.  William G. Kimmel &
Associates has been hired to provide an appraisal of the Debtors'
casino hotel/property.  Alvarez & Marsal serves as financial and
restructuring advisor.  Innovation Capital LLC serves as financial
advisor for capital raising transactions and M&A transactions.


18 SENNA: Involuntary Chapter 11 Case Summary
---------------------------------------------
Alleged Debtor: 18 Senna LLC
                2400 Augusta, Suite 288
                Houston, TX 77057

Bankruptcy Case No.: 12-31077

Involuntary Chapter 11 Petition Date:

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

Petitioner's Counsel: Barry Allan Brown, Esq.
                      Attorney at Law
                      7322 SW Freeway, Suite 1100
                      Houston, TX 77074
                      Tel: (713) 981-3880
                      Fax: (713) 981-3881
                      E-mail: tebear05@msn.com

Creditor who signed the Chapter 11 petition:

    Petitioner                    Nature of Claim    Claim Amount
    ----------                    ---------------    ------------
Elliot Weiss                       Note                   $274,675
c/o Barry Brown
7322 SW Freeway, Suite 1100
Houston, TX 77074


2655 BUSH: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: 2655 Bush LLC
        2655 Bush Street
        San Francisco, CA 94115

Bankruptcy Case No.: 12-30388

Chapter 11 Petition Date: February 8, 2012

Court: U.S. Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Thomas E. Carlson

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

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

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

The petition was signed by Ernest McNabb, managing member.

Debtor's List of Its 10 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Robert Guichard                    --                      $50,000
P.O. Box 122
Kentfield CA 94914

ABC Parking                        --                       $5,000
Kevin Wong
854 30th Avenue
San Francisco, CA 94121

Law Offices of Mark J. Romeo       --                       $2,323
235 Montgomery Street, Suite 410
San Francisco, CA 94104

Wiegel Law Group                   --                       $2,000

William D.A. Kremen                --                       $2,000

Umanzor Construction               --                       $1,000

Ena Lin                            --                         $550

Joseph L. Chennault                --                         $150

S.F. Water, Power & Sewer          --                         $130

Building Green Projects            --                         $100


785 PARTNERS: Debt Assignee Has Standing to Challenge Plan
----------------------------------------------------------
Bankruptcy Judge Stuart M. Bernstein ruled that First Manhattan
Developments REIT, which acquired a note secured by an unoccupied
apartment building located at 785 Eighth Avenue in Manhattan, has
standing to object to the bankruptcy plan filed by the building's
owner and developer, 785 Partners LLC.  Judge Bernstein said the
assignment to First Manhattan was valid, not void, and First
Manhattan acquired the rights of the original lenders as a secured
creditor and "party in interest."

The Debtor acquired the Property in January 2007.  Pursuant to a
Building Loan Agreement,2 dated as of Jan. 25, 2007, the Debtor
borrowed roughly $84 million from PB Capital Corporation and
Commerce Bank, N.A. giving a mortgage on the Property to secure
the debt.

First Manhattan contends that it is owed in excess of $105
million.  The Debtor scheduled the claim as a disputed,
contingent, and unliquidated claim in the sum of $81,212,506.  The
Debtor's plan places First Manhattan's secured claim in Class 3,
and it is the only creditor in that class.

According to Judge Bernstein, for purposes of Class 3 voting, it
does not matter if its claim is estimated at $1 or $100 million.
Judge Bernstein said although it appears to the Court that First
Manhattan holds a claim for no less than the principal amount of
the debt plus interest up to the petition date (assuming First
Manhattan is undersecured) at the non-default rate, the Court will
estimate its claim for voting purposes at $1.

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

                      About 785 Partners LLC

785 Partners LLC owns a 42-story building on 785 Eighth Avenue,
New York.  The developer intended to sell 122 condominium units,
but it failed to obtain the requisite condominium approvals from
the New York State Attorney General.

785 Partners is owned 98.75% by 8 Avenue and 48th Street
Development LLC.  The remaining membership interests are held by
Esplanade Tower Corporation -- its managing member, the holder of
a 1% membership interest, and a wholly-owned subsidiary of 8
Avenue -- and Esplanade 8th Avenue LLC -- holder of a passive
0.25% membership interest.

The Company obtained $84 million of secured financing in January
2007 from PB Capital Corporation, and TD Bank, N.A.  First
Manhattan later bought the secured claim and says the claim has
risen to $101 million, which is higher than the market value of
the property.

785 Partners filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
11-13702) on Aug. 3, 2011.  Sheldon I. Hirshon, Esq., Craig A.
Damast, Esq., and Lawrence S. Elbaum, Esq., at Proskauer Rose LLP,
in New York, represent the Debtor as counsel.  Weitzman Group Inc.
serves as real estate and financial consultant.

In its schedules, the Debtor disclosed $106,000,000 in assets and
$95,467,612 in liabilities, all secured.

Attorneys for First Manhattan Developments REIT are Silverman
Acampora LLP and Schiff Hardin, LLP.

On Dec. 14, 2011, the Bankruptcy Court approved the adequacy of
the Second Amended Disclosure Statement for the Third Amended Plan
of Reorganization filed in the Chapter 11 case of 785 Partners.
Terms of the Plan were reported in the Jan. 13, 2012, Nov. 10,
2011, and Oct. 24, 2011 editions of the Troubled Company Reporter.
Holders of allowed general unsecured claims will be paid in full,
in cash, under the plan.  Old membership interests will be
canceled and extinguished.  8 Avenue will receive 63.75% of the
new membership interests, Tower will receive 1.00%, and Esplanade
will receive 0.25%.


AES EASTERN: NY AG Opposes Emission Credits Sale Plan
-----------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that New York's attorney
general on Tuesday blasted AES Eastern Energy LP's plan to sell
$30 million of cap-and-trade emissions credits in bankruptcy,
saying the sale will result in hefty penalties that far exceed the
cash it could raise.

In an objection filed in Delaware bankruptcy court, Attorney
General Eric Schneiderman said AES Eastern -- which owns six coal-
fired power plants -- needs to retain the credits to cover its
greenhouse gas emissions from 2009 to 2011 under the Regional
Greenhouse Gas Initiative, according to Law360.

                         About AES Eastern

Ithaca, New York-based AES Eastern Energy, L.P., either directly
or indirectly, control six coal-fired electric generating plants
located in New York State.  Currently, the Debtors actively
operate two of the six Power Plants and sell the electricity
generated by those Power Plants, as well as unforced capacity and
ancillary services, into the New York wholesale power market to
utilities and other intermediaries under short-term agreements or
directly in the spot market.

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

Gregory A. Horowith, Esq., and Robert T. Schmidt, Esq., at Kramer,
Levin, Naftalis & Frankel LLP; and William T. Bowden, Esq.,
Benjamin W. Keenan, Esq., and Karen B. Skomorucha, Esq., at Ashby
& Geddes, P.A., are the proposed counsel to the Creditors'
Committee.


AIRVANA NETWORK: Cut by S&P to 'CCC' Amid Dispute with Ericsson
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered all of its credit
ratings, including its corporate credit and issue ratings, on
Chelmsford, Mass.-based Airvana Network Solutions Inc. to 'CCC'
from 'B+'.

"In addition, we placed the ratings on CreditWatch with developing
implications, which means we may raise, lower, or affirm the
ratings once we resolve the CreditWatch," said Standard & Poor's
credit analyst William Backus.

"The ratings reflect Airvana's dependence on Sweden-based
telecommunications equipment supplier Ericsson AB for essentially
100% of its revenues.  On Feb. 8, 2012, Airvana filed a lawsuit
against Ericsson in the Supreme Court of the State of New York in
which it claims that Ericsson misappropriated critical IP," S&P
said.

"As a result, we have revised our business risk profile assessment
to 'vulnerable' from 'weak' to reflect Airvana's potential loss of
revenues from its sole customer," Mr. Backus said. "The developing
CreditWatch reflects the significant uncertainty regarding the
outcome from the legal proceedings against Ericsson."

Airvana's suit alleges that Ericsson violated key terms of its
contract with Airvana and misappropriated Airvana's critical
intellectual property, among other items. Airvana is seeking at
least $330 million from Ericsson in damages and an injunction
barring Ericsson from marketing a competing software product.

"Airvana, founded in 2000, provides mission-critical network
infrastructure software products used by wireless operators to
provide third-generation (3G) mobile broadband services. It went
public with an IPO in 2007. In April 2010, a consortium of
private-equity investors led by S.A.C. Private Capital Group
took the company private. Ericsson AB acquired Airvana's sole
customer, formerly known as Nortel Networks Corp., out of
bankruptcy in November 2009," S&P said.


ALC HOLDINGS: Committee Taps Herrick Feinstein as Counsel
---------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of ALC Holdings LLC, et al., asks the U.S. Bankruptcy Court
for the District of Delaware for permission to retain Herrick,
Feinstein LLP as its counsel.

Herrick, will, among other things:

  (a) assist the Committee in its investigation of the acts,
      conduct, assets, liabilities and financial condition of the
      Debtors and of the operation of the Debtors' businesses;

  (b) assist the Committee in its analysis of and negotiations
      with, the Debtors or any third party concerning matters
      related to, among other things, the assumption or rejection
      of certain leases of non-residential real property and
      executory contracts, asset dispositions, financing or other
      transactions and the terms of one or more plans of
      reorganization or liquidation for the Debtors and
      accompanying disclosure statements and related plan
      documents; and

  (c) assist and advise the Committee as to its communications to
      the general creditor body regarding significant matters in
      the chapter 11 cases.

Stephen B. Selbst, a member of Herrick, tells the Court that the
firm has agreed to provide a 15% discount off its regular hourly
rates.  The hourly rates charged by Herrick for professionals and
paraprofessionals employed in its offices are:

         Partners and Counsel              $475 - $950
         Associates                        $275 - $590
         Paraprofessionals                 $175 - $350

The names, positions and hourly rates of the Herrick attorneys
expected to have primary responsibility for providing services to
the Committee are:

         Mr. Selbst                            $860
         Frederick E. Schmidt, Jr.             $590

Mr. Selbst assures the Court that Herrick is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The Committee set a Feb. 14 2012 hearing at 9:30 a.m. on the
proposed retention.

                        About ALC Holdings

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

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

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

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

Herrick can be reached at:

         Stephen B. Selbst, Esq.
         Frederick E. Schmidt, Jr., Esq.
         Justin B. Singer, Esq.
         HERRICK, FEINSTEIN LLP
         2 Park Avenue
         New York, NY 10016
         Tel: (212) 592-1400
         Fax: (212) 592-1500


ALC HOLDINGS: Committee Proposes J.H. Cohn as Financial Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of ALC Holdings LLC, et al., asks the U.S. Bankruptcy Court
for the District of Delaware for permission to retain J.H. Cohn
LLP, as its financial advisor effective as of Dec. 28, 2011.

J.H. Cohn will, among other things:

  (a) scrutinize the proposed sale transactions, including the
      assumption or rejection of executory contracts;

  (b) develop and evaluate alternative sale and restructuring
      strategies; and

  (c) review reasonableness of the DIP facility terms including
      the likelihood that Debtors will be able to comply with the
      terms of the order.

Clifford A. Zucker, partner of J.H. Cohn, tells the Court that the
firm's billing rates for the accounting and financial advisory
services of the nature to be rendered to the Committee are:

         Partners/Senior Partners           $550 - $720
         Director/Senior Manager/Mgr.       $460 - $550
         Other Professional Staff           $185 - $360
         Paraprofessional                   $155 - $175

Mr. Zucker assures the Court that to the best of his knowledge,
information and belief, JH Cohn does not have or represent any
interest materially adverse to the interest of the Debtors, or of
any class of creditors or equity security holders of the Debtors,
by reason of any direct or indirect relationship to, connection
with, or interest in the Debtors.

The Committee set a Feb. 14, 2012 hearing at 9:30 a.m. on the
retention application.

                        About ALC Holdings

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

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

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

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

The financial advisor can be reached at:

         Clifford A. Zucker, CPA, CFF
         J.H. Cohn LLP
         1212 Avenue of the Americas
         New York, NY 10036
         Tel: (732) 635-3107
         E-mail: czucker@jhcohn.com


ALC HOLDINGS: Has Until July 5 to Decide on Real Property Leases
----------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware extended until July 5, 2012, ALC Holdings
LLC's deadline to assume or reject the unexpired leases of
nonresidential real property.

The Debtors' assumption/rejection period will expire on April 6,
absent an extension.

The Debtors need additional time to determine which lease to
assume or to reject.  They say that the determination must be made
contemporaneously with the analysis and implementation of a
comprehensive post-sale business plan, which will take significant
time and diligence to finalize.

                        About ALC Holdings

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

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

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

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


ALC HOLDINGS: Panel Taps Ashby & Geddes as Delaware Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of ALC Holdings LLC, et al., asks the U.S. Bankruptcy Court
for the District of Delaware for permission to retain Ashby &
Geddes, P.A. as its Delaware counsel.

Ashby & Geddes will, among other things:

   a. provide legal advice regarding the rules and practices of
      the Court applicable to the Committee's powers and duties as
      an official committee appointed under section 1102 of the
      Bankruptcy Code;

   b. provide legal advice regarding any sale of the Debtors'
      assets pursuant to Section 363 of the Bankruptcy Code or
      otherwise; and

   c. provide legal advice regarding any disclosure statement and
      plan filed in these cases and with respect to the process
      for approving or disapproving a disclosure statement and
      confirming or denying confirmation of a plan.

William P. Bowden, a member of Ashby & Geddes, tells the Court
that the hourly rates of Ashby & Geddes's personnel are:

         Professional                      Hourly Rate
         ------------                      -----------
   William P. Bowden, member                   $640
   Amanda M. Winfree, associate                $400
   Leigh-Anne M. Raport, associate             $315
   Cathie B. McCloskey, paralegal              $185

Mr. Bowden, adds that the rates are adjusted on an annual basis
and reflect an adjustment made effective Jan. 1, 2012.  For work
performed between Dec. 28, 2011 and Dec. 31, 2011, the standard
hourly rates of these attorneys and paralegals, are:

         Professional                      Hourly Rate
         ------------                      -----------
   William P. Bowden, member                   $620
   Amanda M. Winfree, associate                $375
   Leigh-Anne M. Raport, associate             $290
   Cathie B. McCloskey, paralegal              $185

Mr. Bowden assures the Court that Ashby & Geddes is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The Committee set a Feb. 14, hearing at 9:30a.m., on its motion to
retain Ashby & Geddes.

                        About ALC Holdings

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

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

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

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

Ashby & Geddes can be reached at:

         William P. Bowden, Esq.
         Amanda M. Winfree, Esq.
         Leigh-Anne M. Raport, Esq.
         ASHBY & GEDDES, P.A.
         500 Delaware A venue, 8th Floor
         P.O. Box 1150
         Wilmington, DE 19899
         Tel: (302) 654-1888
         Fax: (302) 654-2067
         E-mail: wbowden@ashby-geddes.com
                 awinfree@ashby-geddes.com
                 LRaport@ashby-geddes.com


ALROSE KING: DCI Asks for Dismissal or Conversion of Case
---------------------------------------------------------
DCI Communications, Inc., a creditor owed $150,000 under certain
prepetition contracts, has joined in the motion of the U.S.
Trustee to dismiss the Chapter 11 petition of Alrose King David
LLC, or in the alternative, convert it to one under Chapter 7.

Joseph T. Adragna, Esq., counsel to DCI, submits that dismissal is
in the best interests of all creditors.  Mr. Adragna explains that
removal of the automatic stay will result in immediate
reinstatement of the New York State Supreme Court mechanic's lien
judgment which orders foreclosure of the Debtor's property.  In
that action, a receiver and referee to conduct the sale have
previously been appointed and the receiver, Anthony J. Cincotta,
has filed his oath of office and a bond for the faithful
performance of his duties.  The receiver, according to DCI, is
authorized to remove the tenant, Alrose Allegria, LLC, who has
neither paid rent to the Debtor or satisfied the obligations of
its triple net lease.

DCI says that if Allegria is removed, the property will fetch its
highest dollar value at foreclosure.  It also believes that the
purchaser at foreclosure will strike a deal with Brooklyn Federal
Savings Bank (BFSB) on more favorable terms than the current
proposed agreement between BFSB and the Debtor.

Early in the case, DCI filed requests for the receiver to take
over and then for an appointment of a Chapter 11 trustee.

DCI Communications is represented by:

         Joseph T. Adragna, Esq.
         58 East Main Street
         Huntington, New York 11743
         (631) 271-0030

                         About Alrose King

Alrose King David LLC is a special entity established by the
Alrose Group to own the 143-room, beachfront hotel property called
the Allegria Hotel & Spa in Long Beach, Long Island.

Alrose King David filed for Chapter 11 bankruptcy protection
(Bankr. E.D.N.Y. Case No. 11-75361) in Brooklyn on July 28, 2011.
Judge Dorothy Eisenberg presides over the case.  Patrick
T. Collins, Esq., at Farrell Fritz, P.C., serves as bankruptcy
counsel.  The petition was signed by Allen Rosenberg, managing
member.

In its schedules, the Debtor disclosed $25,000,000 in assets and
$38,616,617 in liabilities as of the Petition Date.

The Official Consolidated Committee of Unsecured Creditors has
tapped Lamonica Herbst & Maniscalso LLP as attorneys.


ALROSE KING: Reaches Deal With BFSB; Owners to Retain Control
-------------------------------------------------------------
Alrose King David LLC filed its First Amended Plan of
Reorganization an explanatory Disclosure Statement on Jan. 30,
2012.

The Debtor engaged in extensive discussions and negotiations with
Brooklyn Federal Savings Bank (BFSB) and has explored a variety of
potential restructuring alternatives.  The discussions and
negotiations have ultimately resulted in a manner of treatment
of BFSB's claims.  BFSB, the prepetition secured lender in this
case, will have an allowed claim amount of $38,212,801 that is not
subject to avoidance, set-off, subordination, any defenses,
counterclaims, or any other reduction of any kind, under the Plan.

The Plan calls for the BFSB Secured Claim to be treated through:

    (1) an amended, restated and consolidated note in the
        principal amount of $24,000,000 and an amended, restated
        and consolidated mortgage, both of which are to be
        executed and delivered by the debtor or the reorganized
        Debtor's, as applicable, to BFSB; and

    (2) a deficiency claim in favor of BFSB in the allowed amount
        of $14,212,801.

Estimated recovery by BFSB is 100%

Estimated recovery by general unsecured creditors is 13% to 22%.
Unsecured creditors who are insiders will receive no distribution
until all other general unsecured claimants have received their
full distribution.

Distributions to general unsecured creditors a distribution fund.
Funds to be contributed to the GUC Distribution Fund pursuant the
Plan will not exceed the lesser of (1) $1,200,000 and (2) the
amount necessary to pay, in the aggregate, (x) 100% of the allowed
general unsecured claims, (y) 100% of the allowed professional fee
claims of the Official Committee of Unsecured Creditors, and (z)
100% of the reasonable fees and expenses incurred by the plan
administrator who will be appointed by the Reorganized Debtor and
who will have the responsibility of implementing the Plan.

The Debtor may, in its sole discretion, increase the maximum
aggregate funds contributed to the GUC Distribution Fund by an
amount not to exceed $800,000.  BFSB will waive its entitlement,
on account of the BFSB Deficiency Claim, to its Pro Rata share in
the proceeds of the GUC Distribution Fund.  But BFSB would not
waived its right to vote to accept or reject the Plan as a Holder
of an allowed general unsecured claim.

Holders of membership interests will retain their ownership of the
Debtor in consideration for their contributions to the Plan,
including payment of the real property tax claims and the funds in
the amount of $2,400,000 to be paid on the closing date to BFSB.

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

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

                         About Alrose King

Alrose King David LLC is a special entity established by the
Alrose Group to own the 143-room, beachfront hotel property called
the Allegria Hotel & Spa in Long Beach, Long Island.

Alrose King David filed for Chapter 11 bankruptcy protection
(Bankr. E.D.N.Y. Case No. 11-75361) in Brooklyn on July 28, 2011.
Judge Dorothy Eisenberg presides over the case.  Patrick
T. Collins, Esq., at Farrell Fritz, P.C., serves as bankruptcy
counsel.  The petition was signed by Allen Rosenberg, managing
member.

In its schedules, the Debtor disclosed $25,000,000 in assets and
$38,616,617 in liabilities as of the Petition Date.

The Official Consolidated Committee of Unsecured Creditors has
tapped Lamonica Herbst & Maniscalso LLP as attorneys.


ALROSE KING: Seeks Approval of Plan Support Agreement
-----------------------------------------------------
Alrose King David LLC asks the Bankruptcy Court for authorization
to enter into a Plan Support Agreement, dated as of Jan. 23, 2012,
by and among the Debtor, Allen Rosenberg, Sol Green and Investors
Bank, as successor by merger to Brooklyn Federal Savings Bank,
N.A. (BFSB).

The key terms of the Plan Support Agreement are:

    A. The Debtor agrees to include a class of creditors in the
       Plan specific to the real property tax claims.  With
       respect to the treatment of real property tax claims, the
       Debtor entered into an Escrow Agreement with Rosenberg and
       BFSB dated Jan. 3, 2012, pursuant to which $911,120, as
       of Dec. 31, 2011, for the payment of accrued and unpaid
       real property taxes was escrowed with counsel to BFSBA.
       The Plan will provide that on the Effective Date each
       holder of an Allowed Real Property Tax Claim will be
       entitled to receive from the Debtor on account of the
       claim, cash payments from the escrow account in an amount
       equal to the allowed real property tax claim.

    B. The Debtor agrees to include a class of creditors in the
       plan specific to the general unsecured claims.  The plan
       will provide that each holder of an allowed general
       unsecured claim will receive its pro rata share of an
       aggregate of the GUC Distribution Fund, net of the payments
       made from the fund for professional fees, which will be
       distributed to holders of allowed general unsecured claims
       within 24 months of the Effective Date.

    C. On the Closing Date, the Debtor will execute and deliver
       those instruments and documents requiring the Debtor's
       signature.

    D. The Debtor will obtain and deliver to lender a certificate
       of occupancy for the Property within six months of the
       closing date, evidencing all improvements on the property
       for the use of a hotel as said improvements are constructed
       and existing.

    E. The Debtor will pay all amounts due with respect to real
       estate taxes, insurance and water charges by deposit into a
       designated escrow account with BFSB and thereafter, on a
       monthly basis, 1/12 of all real estate taxes, insurance and
       water charges will be deposited in escrow with Lender,
       pursuant to an escrow agreement in form and substance
       satisfactory to Lender and Debtor.

    f. The Debtor will cause Alrose Allegria LLC to execute a
       termination of lease and, if required, organizational
       documents as a bankruptcy remote entity.

    G. Rosenberg and Green will (a) execute and deliver to the
       Lender amended and restated personal guarantees of the
       Debtor's obligations under the Restructure Closing
       Documents on or before the Closing Date, and (b) provide
       their detailed individual personal financial statements as
       of Dec. 31, 2011 to the lender, no later than Jan. 31,
       2012, or later as agreed to by BFSB.

                         About Alrose King

Alrose King David LLC is a special entity established by the
Alrose Group to own the 143-room, beachfront hotel property called
the Allegria Hotel & Spa in Long Beach, Long Island.

Alrose King David filed for Chapter 11 bankruptcy protection
(Bankr. E.D.N.Y. Case No. 11-75361) in Brooklyn on July 28, 2011.
Judge Dorothy Eisenberg presides over the case.  Patrick
T. Collins, Esq., at Farrell Fritz, P.C., serves as bankruptcy
counsel.  The petition was signed by Allen Rosenberg, managing
member.

In its schedules, the Debtor disclosed $25,000,000 in assets and
$38,616,617 in liabilities as of the Petition Date.

The Official Consolidated Committee of Unsecured Creditors has
tapped Lamonica Herbst & Maniscalso LLP as attorneys.


ALLTRUST REALTY: To Pay $3,750 to PBS as Adequate Protection
------------------------------------------------------------
Bankruptcy Judge David E. Rice signed off Stipulation and Consent
Order between PSB Credit Services Inc. and AllTrust Realty, LLC,
regarding AllTrust's use of cash collateral and grant of adequate
protection to PSB.  The parties agree that, effective Dec. 1,
2011, the Adequate Protection Payments will be $3,750.  The
Stipulation also appends a cash collateral budget.  A copy of the
Stipulation dated Feb. 9, 2012, is available at
http://is.gd/i9PdYnfrom Leagle.com.

Alltrust Realty, LLC, in Towson, Maryland, filed for Chapter 11
bankruptcy (Bankr. D. Md. Case No. 11-29919) on Oct. 5, 2011.
Curtis C. Coon, Esq., at Coon & Cole, LLC, serves as the Debtor's
counsel.  In its petition, the Debtor estimated $1 million to $10
million in assets and debts.  The petition was signed by Richard
Klemkowski, authorized member.


ANGEL MARTINEZ: Court Keeps Case Dismissal Ruling
-------------------------------------------------
Bankruptcy Judge Edward A. Godoy denied the request of Angel Luis
Colon Martinez for a stay of the order dismissing his Chapter 11
case pending his appeal.  The Court determined at a Nov. 22, 2011
hearing that the debtor failed to comply with the Aug. 30, 2011
order to file a disclosure statement and plan by Oct. 3, 2011, and
the Nov. 3, 2011 order to show cause, and that the disclosure
statement and plan filed Nov. 21, 2011 were so facially defective
as to fail to satisfy the minimum requirements of the Bankruptcy
Code.  Judge Godoy said the Debtor has failed to establish that
there is likelihood of success on the merits of the appeal.  The
judge added that it is unlikely that the Debtor will be able to
establish an abuse of discretion by the bankruptcy court in
dismissing the case.  A copy of the Court's Feb. 2, 2012 Opinion
and Order is available at http://is.gd/CjLBuAfrom Leagle.com.

Angel Luis Colon Martinez, a retired physician who owns various
real estate properties in Santurce, Hato Rey, Guanica and Caguas,
filed a pro se voluntary petition under Chapter 11 of the
Bankruptcy Code (Bankr. D. P.R. Case No. 10-09746) on Oct. 18,
2010, listing under $1 million in both assets and debts.  Allied
Management Group, Inc., was the Debtor's largest secured creditor,
whose collateral covers three out of the Debtor's four real estate
properties.  In July 2011, Allied failed in its bid to convert the
Chapter 11 case to one under Chapter 7.


AQUILEX HOLDINGS: S&P Withdraws 'D' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on energy
industry maintenance services provider Aquilex Holdings LLC at the
issuer's request.

"On Dec. 16, 2011, we lowered our corporate credit rating on
Aquilex to 'D' upon notification that the company failed to pay
the semiannual interest due on its senior unsecured notes," S&P
said.


ARRAY BIOPHARMA: Posts $3.8-Mil. Net Loss in Dec. 31 Quarter
------------------------------------------------------------
Array BioPharma Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $3.8 million on $23.2 million of revenues
for the three months ended Dec. 31, 2011, compared with a net
loss of $12.4 million on $16.5 million of revenues for the three
months ended Dec. 31, 2010.

For the six months ended Dec. 31, 2011, the Company has reported a
net loss of $7.4 million on $45.4 million of revenues as compared
to a net loss of $23.1 million on $35.0 million of revenues for
the six months ended Dec. 31, 2011.

As reported by the TCR on Aug. 24, 2011, Array BioPharma had  a
net loss of $56.3 million on $71.9 million of revenue for the
fiscal year ended June 30, 2011, compared with a net loss
of $77.6 million on $53.9 million of revenue for fiscal 2010.

The Company's balance sheet at Dec. 31, 2011, showed $82.1 million
in total assets, $220.2 million in total liabilities, and a
stockholders' deficit of $127.2 million.

The Company has incurred significant operating and net losses and
negative cash flows from operations since inception.  As of
Dec. 31, 2011, the Company had an accumulated deficit of
$554.5 million.  It had a net loss of $3.8 million for the quarter
and $7.4 million for the six months ended Dec. 31, 2011.  The
Company had net losses of $56.3 million, $77.6 million, and
$127.8 million, for the fiscal years ended June 30, 2011, 2010,
and 2009, respectively.

"We expect to incur additional losses and negative cash flows in
the future, and these losses may continue or increase in part due
to anticipated levels of expenses for research and development,
particularly clinical development, expansion of our clinical and
scientific capabilities, and acquisitions of complementary
technologies or in-licensed drug candidates.  As a result, we may
not be able to achieve or maintain profitability," the Company
said in the filing.

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

                       http://is.gd/WgYlzD

                      About Array BioPharma

Boulder, Colo.-based Array BioPharma Inc. (NASDAQ: ARRY)
-- http://www.arraybiopharma.com/-- is a biopharmaceutical
company focused on the discovery, development and
commercialization of targeted small-molecule drugs to treat
patients afflicted with cancer and inflammatory diseases.


AVANTAIR INC: Incurs $872,000 Net Loss in Fiscal Q2 2012
--------------------------------------------------------
Avantair, Inc., reported a net loss of $872,259 on $38.37 million
of total revenue for the three months ended Dec. 31, 2011,
compared with a net loss of $4.06 million on $36.58 million of
total revenue for the same period during the prior year.

The Company reported a net loss of $2.57 million on $76.58 million
of net revenue for the six months ended Dec. 31, 2011, compared
with a net loss of $8.88 million on $72.36 million of total
revenue for the same period a year ago.

The Company's balance sheet at Dec. 31, 2011, showed
$108.22 million in total assets, $140.46 million in total
liabilities, $14.75 million in series A convertible preferred
stock, and a $46.98 million total stockholders' deficit.

Steven Santo, Chief Executive Officer of Avantair said, "We are
pleased with our second quarter revenue growth and improved
operating performance in light of a difficult new fractional share
sales environment.  The planned improvements, efficiencies and
back office cost reductions positively impacted our quarter-over-
quarter results.  As we have consistently communicated, our focus
remains on providing our owners with unparalleled service, while
safety remains our number one priority."

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

                        http://is.gd/KTD0wh

                        About Avantair Inc.

Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR)
-- http://www.avantair.com/-- sells fractional ownership
interests in, and flight hour card usage of, professionally
piloted aircraft for personal and business use, and the management
of its aircraft fleet.  According to AvData, Avantair is the fifth
largest company in the North American fractional aircraft
industry.

Avantair also operates fixed flight based operations (FBO) in
Camarillo, California and in Caldwell, New Jersey.  Through these
FBOs and its headquarters in Clearwater, Florida, Avantair
provides aircraft maintenance, concierge and other services to its
customers as well as to the Avantair fleet.


BAKERS FOOTWEAR: Reports $53.6 Million Net Sales in Fiscal Q4
-------------------------------------------------------------
For the thirteen weeks ended Jan. 28, 2012, Bakers Footwear Group,
Inc.'s fourth fiscal quarter, net sales were $53.6 million,
decreasing 8.0% from $58.2 million for the thirteen-weeks ended
Jan. 29, 2011.  Comparable store sales for the fourth quarter of
fiscal 2011 decreased 7.1%, compared to a comparable store sales
increase of 2.6% for the fourth quarter of fiscal 2010.

For the fifty-two weeks ended Jan. 28, 2012, the Company's
fiscal year 2011, net sales were $185.1 million, a decrease of
0.3% from $185.6 million in the fifty-two weeks ended Jan. 29,
2011.  Comparable store sales for fiscal year 2011 increased 1.3%,
compared to a comparable store sales increase of 1.7% for fiscal
year 2010.

                       About Bakers Footwear

St. Louis, Mo.-based Bakers Footwear Group, Inc. (OTC BB: BKRS.OB)
is a national, mall-based, specialty retailer of distinctive
footwear and accessories for young women.  The Company's
merchandise includes private label and national brand dress,
casual and sport shoes, boots, sandals and accessories.  The
Company currently operates 231 stores nationwide.  Bakers' stores
focus on women between the ages of 16 and 35.  Wild Pair stores
offer fashion-forward footwear to both women and men between the
ages of 17 and 29.

The Company reported a net loss of $9.29 million on
$185.62 million of net sales for the fiscal year ended Jan. 29,
2011, compared with a net loss of $9.08 million on $185.36 million
of net sales for the year ended Jan. 30, 2010.

The Company reported a net loss of $14.33 million on
$131.51 million of net sales for the 39 weeks ended Oct. 29, 2011,
compared with a net loss of $14.46 million on $127.39 million of
net sales for the 13 weeks ended Oct. 30, 2010.

The Company's balance sheet at Oct. 29, 2011, showed
$47.12 million in total assets, $67.16 million in total
liabilities and a $20.04 million total shareholders' deficit.

As reported by the TCR on May 6, 2011, Ernst & Young LLP, in St.
Louis, Mo., expressed substantial doubt about Bakers Footwear's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred substantial losses from
operations in recent years and has a significant working capital
deficiency.

                        Bankruptcy Warning

The Company noted in the Form 10-K that its ability to maintain
and ultimately improve its liquidity position is highly dependent
on sustaining the positive sales trends that began in June 2008
and have continued through April 2011.  Comparable store sales for
the last three quarters of fiscal year 2008 increased 4.7% and its
comparable store sales for fiscal years 2009 and 2010 increased
1.3% and 1.7%, respectively.  Through the first 12 weeks of fiscal
year 2011 comparable stores sales increased 10.1%.

The Company noted that net losses in recent years have negatively
impacted its liquidity and financial position.  As of Jan. 29,
2011, it had negative working capital of $8.7 million, unused
borrowing capacity under our revolving credit facility of $3.1
million, and a shareholders' deficit of $6.0 million.

The Company stated, "If positive sales trends do not continue, or
if we were to incur significant unplanned cash outlays, it would
become necessary for us to obtain additional sources of liquidity,
or take additional cost cutting measures.  Any future financing
would be subject to our financial results, market conditions and
the consent of our lenders.  We may not be able to obtain
additional financing or we may only be able to obtain such
financing on terms that are substantially dilutive to our current
shareholders and that may further restrict our business
activities.  If we cannot obtain needed financing, our operations
may be materially negatively impacted and we may be forced into
bankruptcy or to cease operations and you could lose your
investment in the Company."


BARNEYS NEW YORK: S&P Lowers Corporate Credit Rating to 'CC'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
rating on Barneys New York to 'CC' from 'CCC'. "At the same time,
we lowered the issue-level rating on the company's second-lien
debt to 'C' from 'CCC-'. The recovery rating is '5'. The outlook
is negative," S&P said.

"The downgrade reflects the hiring of a restructuring advisor and
our belief that the company is highly vulnerable to default or
selective default, given significant debt maturities in September
2012," said Standard & Poor's credit analyst David Kuntz. He
added, "We maintain our view that the company will need to
restructure its balance sheet."

"We assess the company's financial risk profile as 'highly
leveraged' under our criteria because of its substantially
leveraged capital structure and very thin cash flow protection
measures. We do not expect a meaningful improvement over the near
term. As of Oct. 31, 2011, interest coverage was 0.6x, total
debt to EBITDA was 18.1x, and funds from operations to total debt
was 2.3%," S&P said.

"The negative outlook reflects our view that the current capital
structure is unsustainable and that an eventual restructuring is a
likely outcome. Furthermore, the rating is also predicated on our
assessment of a weak liquidity position and substantial debt
maturities in September 2012. Although we expect performance gains
to continue because of improved luxury consumer spending, we do
not believe that credit protection metrics will change
meaningfully over the near term," S&P said.

"We would lower ratings to 'D' or 'SD' if the company fails to
meet near-term debt service obligations or pursues financing
alternatives such as a restructuring. Given our concerns about the
current capital structure and upcoming maturities, an upgrade is
not a near-term consideration," S&P said.


BEAR ISLAND: Hearing on Plan Confirmation Resumes Tomorrow
----------------------------------------------------------
The hearing to consider the confirmation of the Chapter 11 Plan
filed by Bear Island Paper Company, L.L.C., has been continued to
Feb. 14, 2012, at 2:00 p.m.

As reported in the TCR on Oct. 10, 2011, Bear Island Paper Co. won
bankruptcy court approval to seek votes on its amended liquidation
plan.

The Plan provides for the termination of the Debtor's business
operations and the liquidation of its assets.  Subject to the
rights of certain parties in interest to object to the allowance
and priority of claims, the Plan provides for the payment in full
to holders of Allowed Administrative Claims and Allowed Priority
Claims.  The Plan further provides for a recovery to holders of
Allowed General Unsecured Claims.

Full-text copies of the Plan and Disclosure Statement are
available for free at:

        http://bankrupt.com/misc/bearisland.doc958.pdf

Canada-based White Birch Paper Company is the second largest
newsprint producer in North America.  As of Dec. 31, 2009, the
White Birch Group held a 12% share of the North American newsprint
market and employed roughly 1,300 individuals (the majority of
which reside in Canada).  Bear Island Paper Company, L.L.C., is a
U.S.-based unit of White Birch.

Bear Island filed a voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Case No. 10-31202) on
Feb. 24, 2010.  At June 30, 2011, the Company had $141.9 million
in total assets, $153.2 million in total liabilities, and a
stockholders' deficit of $11.3 million.

White Birch filed for bankruptcy protection under Canada's
Companies' Creditors Arrangement Act, before the Superior Court
for the Province of Quebec, Commercial Division, Judicial District
of Montreal, Canada.  White Birch and five other affiliates --
F.F. Soucy Limited Partnership; F.F. Soucy, Inc. & Partners,
Limited Partnership; Papier Masson Ltee; Stadacona Limited
Partnership; and Stadacona General Partner, Inc. -- also sought
bankruptcy protection under Chapter 15 of the U.S. Bankruptcy Code
(Bankr. E.D. Va. Case No. 10-31234).  Jonathan L. Hauser, Esq., at
Troutman Sanders LLP, in Virginia Beach, Virginia Beach, serves as
counsel to White Birch in the Chapter 11 case.

Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Michael
A. Cohen, Esq., at Kirkland & Ellis LLP, in New York, serve as
counsel to Bear Island.  Jonathan L. Hauser, Esq., at Troutman
Sanders LLP, in Virginia Beach, Virginia, serve as co-counsel to
Bear Island.

AlixPartners LLP serves as financial and restructuring advisors to
Bear Island, and Lazard Freres & Co., serves as investment banker.
Garden City Group is the claims and notice agent.  Jason William
Harbour, Esq., at Hunton & Williams LLP, in Richmond, Virginia,
represents the Official Committee of Unsecured Creditors.

Chief Judge Douglas O. Tice, Jr., handles the Chapter 11 and
Chapter 15 cases.

Bear Island was authorized by the bankruptcy judge in November
2010 to sell the business to a group consisting of Black Diamond
Capital Management LLC, Credit Suisse Group AG and Caspian Capital
Advisors LLC.

Bear Island's Chapter 11 plan is currently scheduled for approval
at a Feb. 14, 2012 confirmation hearing.  Under the plan proposed
by the subsidiary of Canada's White Birch Paper Co., first- and
second-lien creditors with $424.9 million and $105.1 million in
claims, respectively, are expected to recover between 0.5 percent
and 4 percent.  Unsecured creditors with $1.4 million in claims
are to receive the same dividend.


BEAZER HOMES: Stockholders Elect 7 Directors at Annual Meeting
--------------------------------------------------------------
Beazer Homes USA, Inc., held its 2012 annual meeting of
Stockholders on Feb. 7, 2012.  At the meeting, stockholders:

   (a) elected Laurent Alpert, Brian C. Beazer, Peter G.
       Leemputte, Allan P. Merrill, Norma A. Provencio, Larry
       T. Solari and Stephen P. Zelnak to serve as directors until
       the next annual meeting of stockholders or until their
       successors are elected and qualified;

   (b) ratified the appointment of Deloitte & Touche, LLP, as the
       Company's independent registered public accounting firm for
       the fiscal year ending Sept. 30, 2012; and

   (c) voted for, on a non-binding, advisory basis, the
       compensation paid to the Company's named executive officers
       for fiscal year 2010.

                        About Beazer Homes

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

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

                          *     *     *

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

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

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

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


BERNARD L. MADOFF: Mets Asks High Court to Review 2nd Circ. Ruling
------------------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that the owners of
the New York Mets and others asked the U.S. Supreme Court on
Feb. 3 to review a lower court's decision that former customers
could recover only their principal investments in Bernard Madoff's
bankrupt investment company, not the fraudulent values listed on
financial statements.

Law360 relates that Sterling Equities Associates, a company owned
by Mets owners Saul Katz and Fred Wilpon, filed a petition asking
the Supreme Court to revisit the Second Circuit's affirmation of a
New York bankruptcy court ruling.

                      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.


BION ENVIRONMENTAL: Incurs $1 Million Net Loss in Dec. 31 Quarter
-----------------------------------------------------------------
Bion Environmental Technologies, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting a net loss of $1.06 million on $0 of revenue for
the three months ended Dec. 31, 2011, compared with a net loss of
$3.14 million on $0 of revenue for the same period during the
prior year.

The Company reported a net loss of $4.89 million on $0 of revenue
for the six months ended Dec. 31, 2011, compared with a net loss
of $3.98 million on $0 of revenue for the same period a year ago.

The Company's balance sheet at Dec. 31, 2011, showed $8.60 million
in total assets, $10.01 million in total liabilities, $41,400 in
Series B redeemable convertible preferred stock, and a
$1.45 million total deficit.

The Company has not generated revenues and has incurred net losses
of approximately $6,998,000 and $2,976,000 during the years ended
June 30, 2011, and 2010, respectively.  At Dec. 31, 2011, the
Company has a working capital deficit and a stockholders' deficit
of approximately $344,000 and $1,543,000, respectively.

GHP Horwath, PC, in Denver, Colorado, expressed substantial doubt
about the Company's ability to continue as a going concern the
fiscal 2011 financial results.  The independent auditors noted
that the Company has not generated revenue and has suffered
recurring losses from operations.

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

                        http://is.gd/56DgfR

                     About Bion Environmental

Crestone, Colo.-based Bion Environmental Technologies, Inc.
(OTC BB: BNET) -- http://biontech.com/-- has provided
environmental treatment solutions to the agriculture and livestock
industry since 1990.  Bion's patented next-generation technology
provides a unique comprehensive treatment of livestock waste that
achieves substantial reductions in nitrogen and phosphorus,
ammonia, greenhouse and other gases, as well as pathogens,
hormones, herbicides and pesticides.


BIORELIANCE CORP: S&P Withdraws 'B+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Rockville, Md.-based contract research organization BioReliance
Corp., including the 'B+' corporate credit rating, at the
company's request. On Jan. 31, 2012, BioReliance was acquired by
Sigma-Aldrich.


BIOZONE PHARMACEUTICALS: Daniel Fisher Resigns as Director
---------------------------------------------------------
As previously reported by the TCR on Feb. 7, 2012, the Board of
Directors of Biozone Pharmaceuticals, Inc., removed Daniel Fisher
from the Board and from his position as the Company's Executive
Vice President.  The Company subsequently determined that Mr.
Fisher's removal from the Board was not valid.

On Feb. 3, 2012, Mr. Fisher resigned from his position as a
director of the Company.

                  About Biozone Pharmaceuticals

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

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

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

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

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

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


BMB MUNAI: Hires Lakeview to Wind Down Kazakhstan Operations
------------------------------------------------------------
BMB Munai, Inc., entered into a Management and Services Agreement
with Lakeview International, LLC.  The Company engaged Lakeview
International, LLC, to provide management, administrative and
support personnel and services to the Company in furtherance of
fulfilling its obligations pursuant to the Participation Interest
Purchase Agreement, dated Feb. 14, 2011, by and among Palaeontol
B.V., the Company, and MIE Holdings Corporation, as amended, and
other activities, including the winding down of the Company's
representative office in Kazakhstan.  Lakeview is a company
controlled by former Company director Daymon Smith.

The Agreement commenced on Feb. 2, 2012, and will continue through
Dec. 31, 2012, unless terminated earlier upon the written
agreement of both parties.  In exchange for the services under the
Agreement, the Company paid $1,947,500 to Lakeview, which included
anticipated out-of-pocket expenses required to perform the
services through the term of the Agreement in the amount of
$1,900,000 and a management fee of $47,500.  The full amount was
due and payable upon execution of the Agreement.  The Agreement
provides that in the event of early termination Lakeview will be
required to return to the Company any portion of the $1,900,000
that has not been paid to cover out-of-pocket expenses as of the
date the Agreement is terminated.

A full-text copy of the Management Services Agreement is available
for free at http://is.gd/XkEpJ6

                          About BMB Munai

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

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

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

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

                        Bankruptcy Warning

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


BRAINY BRANDS: Errors Found on Financial Reports
------------------------------------------------
John Benfield, chief executive officer of The Brainy Brands
Company, Inc., on April 15, 2011, concluded that the Company's
previously issued financial statements, for the year ended
Dec. 31, 2009, should no longer be relied upon because of an error
in those financial statements . The Company identified a material
lease license agreement between the Company and an entity
controlled by an officer of the Company.  The lease license
agreement provided for license payment of $0.50 per unit sold
subject to a minimum monthly licensing fee of $2,750.  The Company
did not record the minimum monthly accrual.  As a result of the
error, the Company restated its financial statements for the year
ended Dec. 31, 2009, as reflected in the Company's 10-K for the
year ended Dec. 31, 2010, filed with the Securities and Exchange
Commission on April 15, 2011.

On Jan. 31, 2012, John Benfield concluded that the Company's
previously issued financial statements, for the years ended
Dec. 31, 2009 and 2010, and the periods ended March 31, 2011,
June 30, 2011, and Sept. 30, 2011, should no longer be relied upon
because of an error in those financial statements.  In connection
with responding to comments of the staff of the Securities and
Exchange Commission, the Company engaged a valuation firm to
perform a valuation on assets transferred to the Company's
subsidiary, Brainy Acquisitions, Inc., by The Brainy Baby Company,
LLC, on Sept. 23, 2010.  The valuation firm concluded such
valuation on Jan. 31, 2011.  In connection with the results of
such valuation, the Company determined that the value of the
Company's assets as stated on the Company's financial statements
for the above-noted periods should no longer be relied upon.  Mr.
Benfield has discussed this matter with the Company's independent
accountant.

                        About Brainy Brands

Suwanee, Ga.-based The Brainy Brands Company, Inc., through its
operating subsidiary, engages in the business of selling
educational DVDs, books, games, and toys for babies, toddlers and
pre-schoolers both domestically and internationally through
retailers under licensing agreements, as well as directly to
customers primarily via internet sales.

The Company reported a net loss of $20.05 million on $530,603
of total revenues for the nine months ended Sept. 30, 2011,
compared with net income of $1.68 million on $341,295 of total
revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.60 million in total assets, $18.54 million in total
liabilities, and a $16.93 million total shareholders' deficit.

Habif, Arogeti & Wynne, LLP, in Atlanta, Ga., expressed
substantial doubt about The Brainy Brands' ability to continue as
a going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has incurred
significant operating losses and has a net capital deficiency.


BRAYTON INVESTMENT: Wikas Granted $265,737 Secured Claim
--------------------------------------------------------
Bankruptcy Judge Herb Ross allowed the Wikas a $265,737 secured
claim against the Chapter 7 estate of Brayton Investment LLC
(Bankr. D. Alaska Case No. 10-00515) on account of the Wikas'
Secured Proof of Claim no. 1.  The Wikas were previously allowed
$204,610.  Judge Ross granted the Wikas an additional $8,359 for
the Jim McCollum fees, and $51,340 for attorney fees and $1,427
for costs pursuant to a Feb. 6 memorandum decision available at
http://is.gd/FW3Un9from Leagle.com.


BUTLER INT'L: Twin City Insurance Off The Hook for Coverage
-----------------------------------------------------------
Juan Carlos Rodriguez at Bankruptcy Law360 reports that U.S.
District Judge Elaine E. Bucklo ruled Feb. 8 that Twin City Fire
Insurance Co. has no duty to insure McBreen & Kopko LLP for breach
of fiduciary claims arising from the bankruptcy of Butler
International Inc.

The fiduciary duty claim in the underlying lawsuit is not based on
a wrongful act as that phrase is defined in the law firm's
insurance policy, Judge Bucklo said in an order granting summary
judgment to Twin City, Law360 relates.

                    About Butler International

Based in Ft. Lauderdale, Florida, Butler International, Inc.
(PINKSHEETS: BUTL) -- http://www.butler.com/-- provides
Engineering and Technical Outsourcing services.  During its 62-
year history of providing services, Butler International has
served clients in the aircraft/aerospace, federal/defense,
communications, consumer and manufacturing and commercial sectors.

The Company and its affiliates, including Butler Services
International Inc., filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 09-11914) on June 1, 2009.  Charlene D.
Davis, Esq., at Bayard, P.A., serves as counsel to the Debtor.
The Company estimated up to $100 million in assets and debts as of
the Chapter 11 filing.


CAESARS ENTERTAINMENT: Publicly Lists Shares on Nasdaq Global
-------------------------------------------------------------
Caesars Entertainment Corporation's common stock was approved for
listing on the Nasdaq Global Select Market under the symbol "CZR"
and its offering of 1,811,313 shares of its common stock was
priced at $9.00.  Gross proceeds from this offering will be
approximately $16 million before deducting the underwriting
discounts and commissions and expenses.

Caesars also granted to the underwriters a 30-day option to
purchase up to 271,697 additional shares of its common stock at
the initial price less underwriting discounts and commissions.

In addition to the shares to be sold by Caesars in this offering,
shares held by certain existing investors representing
approximately 27.8 percent of the Company's issued and outstanding
capital stock have also been registered for resale, of which
approximately 18.8 percent are now freely tradable, with the
remainder becoming freely tradable 180 days after completion of
the offering.

Credit Suisse and Citigroup are acting as joint book-running
managers and representatives for the offering, BofA Merrill Lynch
and Deutsche Bank Securities are acting as joint book-running
managers for the offering and KeyBanc Capital Markets, Lebenthal &
Co., LLC, and Ramirez & Co., Inc., are acting as co-managers for
the offering.  The offering will be made only by means of a
prospectus.  Copies of the prospectus related to the offering may
be obtained, when available, from: Credit Suisse, Attention:
Prospectus Department, One Madison Avenue, New York, New York,
10010, or by telephone at 1-800-221-1037, or by email at
newyork.prospectus@credit-suisse.com; or Citigroup, Attention:
Prospectus Department, Brooklyn Army Terminal, 140 58th Street,
8th Floor, Brooklyn, New York 11220, or by telephone at 800 831-
9146 , or by email at batprospectusdept@citi.com.

A registration statement relating to these securities has been
filed with the Securities and Exchange Commission.  A copy of the
registration statement can be accessed through the SEC's Web site.

                     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.


CARBON ENERGY: Court OKs Kolesar & Leatham as General Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Carbon Energy Holdings Inc. and Carbon Energy Reserve Inc. to
employ Kolesar & Leatham Chtd. as their general counsel.

The firm will: (a) prepare schedules, statements, applications,
and reports for which the services of an attorney is necessary;
(b) advise the Debtors of their rights and obligations and their
performance of their duties during the administration of the
Chapter 11 cases; (c) assist the Debtors in formulating a plan of
reorganization and disclosure statements and to obtain approval
and confirmation thereof; and (d) represent the Debtors in all
proceedings before the Court and other courts with jurisdiction
over this case.

The Debtors will pay the firm's attorneys at $450 per hour
and $175 per hour for paraprofessional services.

                   About Carbon Energy Holdings

Based in Wickenburg, Arizona, Carbon Energy Holdings LLC and
Carbon Energy Reserve Inc. filed for Chapter 11 bankruptcy (Bankr.
D. Nev. Case Nos. 11-52099 and 11-52101) on June 28, 2011.  Judge
Bruce T. Beesley presides over the cases.  Carbon Energy Holdings
Inc. disclosed $0 in assets and $146,270 in liabilities in its
schedules filed in court.  Carbon Energy Reserve Inc. scheduled
$40,000,000 in assets and $2,009,573 in liabilities.  Kolesar &
Leatham Chtd. acts as the Debtors' general counsel.


CARDICA INC: Posts $3.2-Mil. Net Loss in Dec. 31 Quarter
--------------------------------------------------------
Cardica, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $3.2 million on $912,000 of revenues for the three
months ended Dec. 31, 2011, compared with a net loss of
$3.3 million on $1.2 million of revenues for the three months
ended Dec. 31, 2010.

For the six months ended Dec. 31, 2011, the Company has reported a
net loss of $6.2 million on $1.8 million of revenues as compared
to net income of $2.9 million on $11.2 million of revenues for the
six months ended Dec. 31, 2010.

The Company's balance sheet at Dec. 30, 2011, showed $11.1 million
in total assets, $7.1 million in total liabilities, and
stockholders' equity of $4.0 million.

As reported in the TCR on Sept. 27, 2011, Ernst & Young LLP, in
Redwood City, Calif., expressed substantial doubt about Cardica's
ability to continue as a going concern, following the Company's
results for the fiscal year ended June 30, 2011.  The independent
auditors noted that the Company has incurred cumulative net losses
of $123.8 million through June 30, 2011, and negative cash flows
from operating activities and expects to incur losses for the next
several years.

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

                       http://is.gd/SdBteT

Redwood City, Calif.-based Cardica, Inc. (Nasdaq: CRDC)
-- http://www.cardica.com/-- designs and manufactures proprietary
stapling and anastomotic devices for cardiac and endoscopic
surgical procedures.  Cardica's technology portfolio is intended
to minimize operating time and enable minimally-invasive and
robot-assisted surgeries.


CATALYST PAPER: TSE to Delist Shares on March 8
-----------------------------------------------
The Canadian Press reports that the Toronto Stock Exchange said it
has decided to delist Catalyst Paper Corp., ending trading of its
shares on the senior stock exchange.

According to the news agency, the exchange operator said Feb. 8 it
will remove Catalyst from listings at the close of trading on
March 8 "for failure to meet the continued listing requirements."
The TSX already suspended trading of its shares at the beginning
of the month, the report relays.

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

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

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

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

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

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

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


CENTRAL BUILDING: Wants Plan Filing Deadline Extended to March 1
----------------------------------------------------------------
Central Building, LLC, and Crow Partners, LLC, ask the U.S.
Bankruptcy Curt for the District of Arizona to extend their
exclusive period to file a Plan of Reorganization through March 1,
2012, and their exclusive period to confirm that Plan through
May 1, 2012.  The Debtors want a brief extension to permit
documenting and processing of a settlement with JP Morgan Chase
Bank, N.A.  Once that process is completed, the Debtors expect to
reach a consensual resolution with remaining creditors.

The Debtors tell the Court that they are complying with the cash
collateral orders entered in the case which have been approved by
the secured creditors through March, and are current in making
monthly payments to the secured creditors on both shopping
centers.

                      About Central Building

Orinda, California-based Central Building LLC filed for Chapter 11
bankruptcy (Bankr. D. Ariz. Case No. 11-27970) on Oct. 3, 2011.
Its wholly owned subsidiary, Crow Partners LLC, filed a separate
petition (Bankr. D. Ariz. Case No. 11-27946), listing under
$1 million in assets and debts.  The case is jointly administered
with Crow Partners.

Central Building does business in Arizona under the name Central
Building Camelback LLC.  The Debtors own the County Square
Shopping Center in California and the Camelback Place at Dysart in
Arizona.  The Debtors' sole members are Neal Smither and his
spouse, Patricia Smither.  The equity interests are subject to a
Voting Trust Agreement of which G. Neil Elsey, a principal of
Avion Holdings, LLC, is the voting trustee.  Avion has also been
retained as Restructuring Agent to manage and operate the Debtors
during their restructuring.  Central Building disclosed
$22,913,866 in assets and $19,372,542 in liabilities.

Judge George B. Nielsen, Jr. presides over the case.  Lawyers at
Stinson Morrison Hecker LLP in Phoenix, Arizona, serve as the
Debtors' counsel.  The petition was signed by Neal Smither,
member.


CHINA TEL GROUP: Shares Issued Exceed 5% of Outstanding Shares
--------------------------------------------------------------
Since its last quarterly Report on Form 10-Q, VelaTel Global
Communications, Inc., formerly known as China Tel Group, Inc., has
made the sales of unregistered securities, namely shares of the
Company's Series A common stock.  The aggregate number of Shares
sold exceeds 5% of the total number of Shares issued and
outstanding as of the Company's Report on Form 10-Q filed Nov. 14,
2011.

On Dec. 2, 2011, the Company issued 934,657 Shares to Joaquin de
Teresa pursuant to the Settlement Agreement and Mutual General
Release between China Tel Group, Inc., and Joaquin de Teresa,
effective as of Dec. 15, 2010.  This sale of Shares resulted in a
reduction of $154,125 in debt of the Company.

On Dec. 2, 2011, the Company issued 15,000,000 Shares to Azur
Capital (NBD) SDN BHD pursuant to an Addendum to Subscription and
Shareholder Agreement between the Company and Azur, effective as
of Dec. 2, 2011.  This sale of Shares resulted in an investment of
$1,245,000 in Azur.

On Dec. 6, 2011, the Company issued 13,998,100 Shares to Joinmax
Engineering & Consultants (HK) Ltd. for professional services
rendered to the Company pursuant to the Agreement for Professional
Services between China Tel Group, Inc., and Joinmax effective as
of April 10, 2009, as amended by the First Amendment to Agreement
for Professional Services between VelaTel and Joinmax effective as
of Dec. 1, 2011.  This sale of Shares resulted in a reduction of
$1,399,810 in accounts payable of the Company.

On Jan. 4, 2012, the Company issued 7,262,340 Shares to Joinmax
for professional services rendered to the Company pursuant to the
Joinmax Professional Services Agreement.  This sale of Shares
resulted in a reduction of $726,234 in accounts payable of the
Company.

On Jan. 10, 2012, the Company issued 7,568,880 Shares to Joinmax
for professional services rendered to the Company pursuant to the
Joinmax Professional Services Agreement.  This sale of Shares
resulted in a reduction of $756,888 in accounts payable of the
Company.

On Jan. 11, 2012, the Company issued 816,340 Shares to Joaquin de
Teresa pursuant to the Joaquin de Teresa Settlement Agreement.
This sale of Shares resulted in a reduction of $77,062 in debt of
the Company.

On Feb. 2, 2012, the Company issued 7,405,040 Shares to Joinmax
for professional services rendered to the Company pursuant to the
Joinmax Professional Services Agreement.  This sale of Shares
resulted in a reduction of $740,504 in debt of the Company.

                          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.


CHRIST HOSPITAL: Group Urges Officials to Seek Community's Input
----------------------------------------------------------------
Terrence T. McDonald at the Jersey Journal reports that Save
Christ Hospital, which was formed to oppose the now-scuttled
acquisition of Christ Hospital in Jersey City by Prime Healthcare
Services, has urged hospital officials to seek input from the
community on its pending reorganization.

Save Christ Hospital said the bankruptcy filing is "nothing to
celebrate," but added that it presents an opportunity for the
community to be involved in the hospital's future, according to
the report.

The report relates that Renee Steinhagen, executive director of
nonprofit law center NJ Appleseed, said the Prime deal fell
through because the hospital refused to seek public input on the
proposed acquisition.  That should change with the bankruptcy-
fueled reorganization, Mr. Steinhagen said.

The report note that Mr. Steinhagen referenced a letter sent to
Christ Hospital officials by state Deputy Attorney General Jay A.
Ganzman one week before The Jersey Journal reported on Prime's
decision to back out.

                       About Christ Hospital

Christ Hospital -- http://www.christhopsital.org/-- filed for
Chapter 11 bankruptcy protection (Bankr. D. N.J. Case No. 12-
12906) on Feb. 6, 2012.  Christ Hospital is the second largest
hospital in Hudson County. It owns and operates a 367 licensed bed
acute-care hospital at 176 Palisade Avenue, Jersey City, New
Jersey.  In addition to the main Hospital building, it owns an
additional 16 mostly adjacent lots.  As of Dec. 31, 2011, the
Debtor has total assets of at least $38,000,000 and total
liabilities of $115,000,000, at book values.

In early 2011, the Hospital retained Porzio, Bromberg & Newman,
P.C., to conduct an out-of-court restructuring of the Hospital's
debt.  After appropriate due diligence, including site visits by
Christ senior administrative and clinical management, the Hospital
entered into a Letter of Intent on Aug. 12, 2011 with Prime
Healthcare Services followed by a Dec. 2, 2011 Asset Purchase
Agreement.

On Dec. 23, 2011, the Debtor received an unsolicited offer to
purchase its assets from Hudson Hospital Holdco, LLC an affiliate
of the entity that had purchased both Bayonne Medical Center and
Hoboken University Medical Center out of Bankruptcy Court.

On Jan. 20, 2012, the Debtor received an unsolicited offer to
purchase its assets from Community Healthcare Associates, the
entity that had purchased the Barnert Hospital out of bankruptcy.
CHA's proposal was joined in by Jersey City Medical Center/Liberty
Health, who would become a tenant for a portion of the Christ
Hospital premises if CHA was selected as the successful purchaser.

Since executing the Prime contract on Dec. 2, 2011, the Debtor was
approached both Hudson Holdco and CHA.  While each of these
bidders presented financing proposals, along with their interests
in purchasing the Hospital, the Debtor has chosen to seek Chapter
11 relief without a strategic partnership at this time.


CIRCUS AND ELDORADO: Auditor Issues Going Concern Qualification
---------------------------------------------------------------
Circus and Eldorado Joint Venture updated its consolidated
financial statements as of Dec. 31, 2010, and 2009, and for each
of the three years in the period ended Dec. 31, 2010, to include a
new footnote 2 expressing substantial doubt as to the
Partnership's ability to continue as a going concern.

Deloitte & Touche LLP, in Las Vegas Nevada, expressed substantial
doubt about the Partnership's ability to continue as a going
concern.  The independent auditors noted that the Company is
uncertain regarding its ability to fulfill its financial
commitments as they become due.

A copy of the reissued report and the Consolidated Financial
Statements is available at http://is.gd/crM7hX

                     About Circus and Eldorado

Reno, Nevada-based Circus and Eldorado Joint Venture, doing
business as Silver Legacy Resort Casino, owns and operates the
Silver Legacy Resort Casino, a themed hotel-casino and
entertainment complex in Reno, Nevada.  Silver Legacy is a leader
within the Reno market, offering the largest number of table
games, the second largest number of hotel rooms and the third
largest number of slot machines of any property in the Reno
market.

The Company reported a net loss of $4.0 million on $95.6 million
of revenues for nine months ended Sept. 30, 2011, compared with a
net loss of $3.7 million on $95.1 million of revenues for the same
period last year.

The Company's balance sheet at Sept. 30, 2011, showed
$267.8 million in total assets, $165.4 million in total
liabilities, and partners' equity of $102.4 million.

                           *     *     *

As reported by the TCR on Jan. 17, 2012, Standard & Poor's Ratings
Services lowered its ratings on Reno-based gaming operator Circus
and Eldorado Joint Venture (CEJV) to 'CCC-' from 'CCC', including
its corporate credit rating and issue-level rating on CEJV's
mortgage notes.  "In addition, we placed all ratings on
CreditWatch with negative implications," S&P said.

"With less than two months to maturity, we believe it is becoming
increasingly likely CEJV will restructure its debt obligations.
Based on our cash flow expectations for 2012 and beyond, and
incorporating the likelihood of higher interest costs given the
company's credit profile and current market conditions, we believe
CEJV will be challenged to generate sufficient cash flow to
support fixed charges under a refinanced capital structure.  While
cash balances are relatively sizable and may reduce the amount of
debt CEJV would need in a recapitalization, we believe this excess
cash does not mitigate the refinancing risk," S&P said.


CITIZENS REPUBLIC: Moody's Affirms 'Ba3' Deposit Ratings
--------------------------------------------------------
Moody's changed the rating outlook on Citizens Republic Bancorp,
Inc. and its bank subsidiary, Citizens Bank, Michigan, to stable
from negative. Moody's also affirmed the ratings of both entities.
The bank is rated D- for bank financial strength, which maps to
Ba3 on the long-term scale, and Ba3 for long-term deposits. The
holding company has a B2 issuer rating. Regarding Citizens Funding
Trust I, Moody's maintained a negative rating outlook on the trust
preferred securities issued by that entity, rated Caa2, because
the dividends on those securities continue to be deferred.
Citizens Republic Bancorp, Inc. and its subsidiaries are
collectively referred to hereafter as 'Citizens'.

RATINGS RATIONALE

Moody's said the outlook change reflects the benefits realized
from Citizens' aggressive strategy to reduce its problem assets
beginning in late 2010. Although this strategy negatively affected
Citizens' capital position, it reduces the bank's potential credit
losses in a more adverse economic scenario. Additionally, this
strategy accelerated Citizens' return to profitability and has
resulted in three consecutive quarters of capital build through
earnings.

Citizens' aggressive resolution strategy has also resulted in much
improved asset quality metrics. Citizens' nonperforming assets
(NPAs), including accruing troubled debt restructurings, have
declined over 70% since June 30, 2010. Citizens' NPAs represented
2.4% of loans plus OREO and 23.1% of tangible common equity plus
loan loss reserves at December 31, 2011. These ratios compare
favorably with similarly-rated peers.

Despite these positive developments, Citizens is still vulnerable
to an adverse economic scenario. Moody's loss estimates in that
scenario are magnified because Citizens' deferred tax asset (DTA)
valuation allowance precludes the rating agency from tax-effecting
those losses. Nonetheless, Citizens' vulnerability to that
scenario has been reduced because of its aggressive resolution
strategy. Moreover, if Citizens' current earnings trajectory
continues, the DTA valuation allowance could be reversed, which
would meaningfully improve the bank's capital base and strengthen
its ability to absorb losses. In that scenario, positive rating
pressure is likely to emerge.

The last rating action on Citizens was on January 28, 2010, when
Moody's affirmed Citizens' ratings and negative outlook.

The principal methodologies used in this rating were "Bank
Financial Strength Ratings: Global Methodology" published in
February 2007, "Incorporation of Joint-Default Analysis into
Moody's Bank Ratings: A Refined Methodology" published in March
2007, and "Moody's Guidelines for Rating Bank Hybrid Securities
and Subordinated Debt published in November, 2009.

Citizens Republic Bancorp, Inc. is headquartered in Flint,
Michigan and reported consolidated assets of $9.5 billion at
December 31, 2011.


COMMUNITY HEALTH: Moody's Rates Proposed Term Loan A at 'Ba3'
-------------------------------------------------------------
Moody's Investors Service assigned a Ba3 (LGD 3, 32%) rating to
CHS/Community Health Systems, Inc's. (Community Health) proposed
$500 million term loan A due 2016 and new $700 million revolving
credit facility expiring 2016. Moody's understands that the
proceeds of the term loan A will be used to reduce the amount of
the outstanding term loan B due 2013 and the new revolver will
replace the company's existing $750 million revolver set to expire
in 2013. Moody's existing ratings of the company, including the B1
Corporate Family and Probability of Default Ratings remain
unchanged. The new term loan A and revolver, along with the recent
extension of the maturity of an additional $1.6 billion in term
loan B, will increase interest cost but are not expected to
increase Community Health's leverage and improves the company's
maturity profile. The rating outlook remains negative.

Following is a summary of Moody's rating actions.

Ratings assigned:

$700 million senior secured revolving credit facility expiring
2016, Ba3 (LGD 3, 32%)

$500 million senior secured term loan A due 2016, Ba3 (LGD 3, 32%)

Ratings unchanged:

Senior secured revolving credit facility expiring 2013, Ba3 (LGD
3, 32%) (to be withdrawn upon execution of new revolver)

Senior secured term loan due 2014, Ba3 (LGD 3, 32%)

Senior secured term loan due 2017, Ba3 (LGD 3, 32%)

8.875% senior notes due 2015, B3 (LGD 5, 85%)

8.0% senior notes due 2019, B3 (LGD 5, 85%)

Corporate Family Rating, B1

Probability of Default Rating, B1

Speculative Grade Liquidity Rating, SGL-1

RATINGS RATIONALE

The B1 Corporate Family Rating reflects Moody's expectation that
leverage will remain high and interest expense coverage will
continue to be modest. Furthermore, Moody's anticipates that the
opportunity to reduce leverage with free cash flow will be
constrained in the near term given the company's expected
investment in capital spending related to replacement hospitals
and information technology. Moody's also expects the company to
continue to actively pursue acquisitions. However, supporting the
rating is Moody's acknowledgement of Community Health's scale and
market strength, which have helped the company weather unfavorable
trends in bad debt expense and weak volumes that have been
plaguing the industry as a whole. Moody's anticipates that the
company will continue to see stable margin performance and
maintain very good liquidity.

The company's inability to continue to manage headwinds in the
industry and reach and maintain debt to EBITDA below 5.0 times
could result in a downgrade of the ratings. This could result from
declining adjusted admission trends and unfavorable reimbursement
or pricing trends impacting net revenue growth, greater than
expected increases in bad debt expense, or aggressive acquisition
activity. Additionally, a significant debt financed acquisition or
adverse developments related to ongoing investigations or
litigation could result in a downgrade of the ratings.

Given Moody's view of the continued risks facing the company, an
upgrade of the rating in the near term is not likely. However,
Moody's could upgrade the ratings if financial leverage is
materially reduced and cash flow coverage of debt metrics improve.
Specifically, if Community Health is able to achieve and sustain
adjusted debt to EBITDA below 4.0 times, Moody's could upgrade the
ratings. However, absent further clarity around the outcome of
ongoing litigation and investigations, Moody's would need to see
additional cushion in these metrics to absorb potential negative
developments.

For further details, refer to Moody's Credit Opinion for
CHS/Community Health Systems, Inc. on moodys.com.

The principal methodology used in rating CHS/Community Health
Systems, Inc. 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.

Community Health, headquartered in Franklin, TN, is an operator of
general acute care hospitals in non-urban and mid-sized markets
throughout the US. Through its subsidiaries, Community Health
owned, leased or operated 131 hospitals in 29 states at September
30, 2011. In addition, through its subsidiary, Quorum Health
Resources, LLC, Community Health provides management and
consulting services to approximately 150 independent, non-
affiliated general acute care hospitals throughout the country.
Community Health recognized approximately $13.6 billion in revenue
for the twelve months ended September 30, 2011.


CONNAUGHT GROUP: Carlisle Collection in Chapter 11, Seeks Sale
--------------------------------------------------------------
The Connaught Group Ltd., doing business as The Carlisle
Collection, Inc., sought bankruptcy protection (Bankr. S.D.N.Y.
Case No. 12-10512) on Feb. 9, to sell the business as a going
concern, amid financial woes brought about by a decline in
consumer spending.

Connaught, which filed for bankruptcy along with four affiliates,
disclosed total assets of $38.5 millin and total liabilities of
$61.3 million.

New York-based Connaught claims to be the largest direct seller of
high-end women's apparel in the U.S.  The current 10 stores,
located in the U.S., operate under the names Limited Editions for
Her and Eccoci.  The Company maintains an experienced network of
1,300 independent sales consultants that provide wardrobe
consultations and highly personalized service to business
executives, diplomats, TV personalities and other busy
professional and social women.

Founded by William Rondina, Connaught is best known for its
original label, Carlisle.  Since the first privately held trunk
show in 1982, Carlisle has become a go-to brand for accomplished
women across the nation.  The Company also offers a sizable and
successful contemporary brand, Etcetera, as Connaught's chic
everyday lifestyle brand for women on the go.

A non-debtor Canadian subsidiary, The Connaught Group ULC, sells
Debtors' clothing to be liquidated in eight outlet stores in
Canada.  Three of these Canadian stores are leased by The
Connaught Group.

At its height in 2007, the Debtors' revenue surpassed $150 million
but fell to roughly $108 million in 2010 as consumer spending fell
as a result of the global economic crisis, Mary Satin, the CRO,
says in a court filing.

"The Debtors' operating revenues and profitability have declined
due to the impact of the global economic crisis on consumer
spending. As sales decreased, Debtors have encountered a
substantial decrease in cash flow, causing their expenses to
outweigh their revenues. Losses from declining sales in a weak
economic climate were exacerbated by excess inventory and
markdowns. Revenues for 2009 were down $27 million from 2008
leading to an operating loss of $15.3 million.  The Debtors'
restructuring efforts led to an operating loss of less than $2.5
million in 2010, but were not enough to ensure sufficient cash
flow."

The Debtors filed Chapter 11 petitions to seek an opportunity to
preserve and maximize the value of their assets for the benefit of
all stakeholders through a sale of their businesses as going
concerns and to maintain their relationships with their wardrobe
consultants to continue to sell inventory in the ordinary course
of business.

As of the Petition Date, the Debtors have outstanding secured
obligations of $8.4 million to JPMorgan Chase Bank, N.A. and $4
million to Citibank, N.A.  The Debtors also owe $31.4 million in
respect of unsecured loans to the Debtors by the sole shareholder
of Connaught, Mr. Rondina, the founder, chairman and CEO of the
company.

                        Chapter 11 Case

First day motions filed in the case include a request to pay
undisputed prepetition obligations to service providers that are
designated as "critical vendors."

The Debtors have also filed a request to access cash collateral.
As of the filing date, the Debtors are in the early stages of the
Spring selling season.  The Debtors say they need cash collateral
to fund working capital needs in the 30 days post-filing to
conduct this season's sales and secure the balance of inventory
requirements for Spring 2012 to fulfill orders, without which the
Debtors cannot meet their sales targets.

The Debtors expect payment for weekly payroll to employees will
total $230,000 within the 30 days following the Petition Date.
Payments to business consultants during the period is expected to
aggregate $270,000.

Cash receipts during the 30-day period following the Petition Date
is expected to be $6.3 million and cash disbursements will total
$5.9 million.

The Debtors said they are pursuing a going concern sale of the
business under 11 U.S.C. Sec. 363.  The Court filings though did
not indicate whether the Debtors have begun talking to potential
buyers.

Attorneys at Fulbright & Jaworski LLP sere as counsel for the
Debtor.   Kurtzman Carson Consultants LLC is the claims and notice
agent.


CORNERSTONE BANCSHARES: Banc Fund Ceases to Hold 5% Equity Stake
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Banc Fund VII L.P. and its affiliates
disclosed that, as of Dec. 31, 2011, they beneficially own
240,405 shares of common stock of Cornerstone Bancshares, Inc.,
representing 3.7% of the shares outstanding.  A full-text copy of
the filing is available for free at http://is.gd/R1DFdt

                   About Cornerstone Bancshares

Chattanooga, Tenn.-based Cornerstone Bancshares, Inc. is a bank
holding company.  Its wholly-owned subsidiary, Cornerstone
Community Bank, is a Tennessee-chartered commercial bank with five
full-service banking offices located in Hamilton County,
Tennessee.

The Company also reported net income of $917,230 on $15.49 million
of total interest income for the nine months ended Sept. 30, 2011,
compared with net income of $575,607 on $19.76 million of total
interest income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$426.36 million in total assets, $393.91 million in total
liabilities, and $32.44 million in total stockholders' equity.

                           Consent Order

The Company disclosed in 10-Q for the quarter ended June 30, 2010,
that following the issuance of a written report by the Federal
Deposit Insurance Corporation and the Tennessee Department of
Financial Institutions concerning their joint examination of
Cornerstone Community Bank in October 2009, the Bank entered a
consent order with the FDIC on April 2, 2010, and a written
agreement with the TDFI on April 8, 2010, each concerning areas of
the Bank's operations identified in the report as warranting
improvement and presenting substantially similar plans for making
those improvements.

The consent order and written agreement, which the Company
collectively refers to as the "Action Plans", convey specific
actions needed to address certain findings from the joint
examination and to address the Company's current financial
condition.  The Action Plans contain a list of strict requirements
ranging from a capital directive, which requires the Company to
achieve and maintain minimum regulatory capital levels in excess
of the statutory minimums to be well-capitalized, to developing a
liquidity risk management and contingency funding plan, in
connection with which the Company will be subject to limitations
on the maximum interest rates it  can pay on deposit accounts.
The Action Plans also contain restrictions on future extensions of
credit and requires the development of various programs and
procedures to improve the Company's asset quality as well as
routine reporting on its  progress toward compliance with the
Action Plans to the Board of Directors, the FDIC and the TDFI.

As of April 2, 2010, the date of the Action Plans, the Bank was
deemed to be "adequately capitalized."


CRYSTAL CATHEDRAL: Catholic Diocese Is New Owner of Property
------------------------------------------------------------
Caitlin Adams at OCMetro reports that the Roman Catholic Diocese
of Orange is now officially the owner of Crystal Cathedral,
following the close of escrow proceedings on the property last
week.

The report says the close of escrow on the $57.5 million sale
means that the formal transfer of title has been completed.  While
the Diocese is now the full owner of the campus and buildings, use
of the Cathedral and property by the Catholic congregation will
not occur for some time.  Under the terms of the purchase
agreement, Crystal Cathedral Ministries can remain and worship at
its former home for three more years, leasing it back from the
Diocese for $100,000 per month for the first year, and $150,000
per month for the next two years.

The report adds, at the end of that time, the Ministry would be
required to move to another place to continue services, possibly a
nearby Catholic church; the Diocese has offered to facilitate a
long-term lease of St. Callistus Church in Garden Grove.

                       About Crystal Cathedral

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

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

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

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

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

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

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


CUSTER ROAD: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Custer Road Marketplace Ltd
        Custer Road
        McKinney, TX 75035

Bankruptcy Case No.: 12-40312

Chapter 11 Petition Date: February 7, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Richard W. Ward, Esq.
                  6860 N. Dallas Parkway, Suite 200
                  Plano, TX 75024
                  Tel: (214) 220-2402
                  Fax: (972) 499-7240
                  E-mail: rwward@airmail.net

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

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

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

The petition was signed by Stanley V. Graff, manager of CRM/GP,
LLC, general partner.


DAIS ANALYTIC: Amends Prospectus on 33MM Shares Offering
--------------------------------------------------------
Dais Analytic Corporation filed with the U.S. Securities and
Exchange Commission amendment no. 5 to Form S-1 registration
statement relating to the public offering of up to 33,000,000
shares of the Company's common stock.

The public offering price for the common stock offered is
estimated to be between $0.30 and $0.34 per share.  Once the
offering price has been determined, the common stock offering
price will remain fixed for the duration of the offering.  The
Company's common stock is quoted on the OTC Bulletin Board under
the symbol "DLYT.OB".  On Feb. 8 , 2012, the last reported sale
price for the Company's common stock was $0.26 per share.  The
proposed aggregate price of the shares offered assuming a midpoint
offering price of $0.32 per share is $ 10,560,000.

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

                       http://is.gd/INH9hN

                       About Dais Analytic

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

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

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

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

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


DENNY'S CORP: Invesco Ltd. Discloses 4.3% Equity Stake
------------------------------------------------------
Invesco Ltd. disclosed in an amended Schedule 13G filing with the
U.S. Securities and Exchange Commission that, as of Dec. 31, 2011,
it beneficially owns 4,168,598 shares of common stock of
Denny's Corp. representing 4.3% of the shares outstanding.  A
full-text copy of the filing is available at http://is.gd/PA33GC

                     About Denny's Corporation

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

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

                           *     *     *

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


DENNY'S CORP: Vanguard Group Discloses 5.2% Equity Stake
--------------------------------------------------------
The Vanguard Group, Inc., disclosed in an amended Schedule 13G
filing with the U.S. Securities and Exchange Commission that, as
of Dec. 31, 2011, it beneficially owns 4,979,682 shares of common
stock of Denny's Corp representing 5.16% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/qQKIwk

                      About Denny's Corporation

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

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

                           *     *     *

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


DIAMOND FOODS: Fin'l Restatements May Violate Loan Covenants
------------------------------------------------------------
Emily Glazer, Joann S. Lublin and John Jannarone, writing for The
Wall Street Journal, report that the restatements of Diamond Foods
Inc.'s financial reports could put the Company in violation of its
lending agreements.  That means it may have to negotiate with
creditors, which in theory could impose increases in Diamond's
debt costs.

WSJ notes the company had just over $500 million in debt as of its
last official filing.

Diamond Foods on Feb. 8 disclosed that the Audit Committee of its
Board of Directors has substantially completed its investigation
of the Company's accounting for certain crop payments to walnut
growers.  The Audit Committee has concluded that the Company's
financial statements for the fiscal years 2010 and 2011 will need
to be restated.  Over the course of the last three months, the
Audit Committee has carefully reviewed the accounting treatment of
certain payments to walnut growers.  The Audit Committee has
concluded that a "continuity" payment made to growers in August
2010 of approximately $20 million and a "momentum" payment made to
growers in September 2011 of approximately $60 million were not
accounted for in the correct periods, and  the Audit Committee
identified material weaknesses in the Company's internal control
over financial reporting.

The Board of Directors is taking a number of corrective actions
including the appointment of a new Chief Executive Officer and
Chief Financial Officer.  Effective immediately, the Board has
appointed Director Rick Wolford to serve as Acting President and
Chief Executive Officer and Michael Murphy, of Alix Partners, LLP,
to serve as Acting Chief Financial Officer.  The Company is
commencing searches for permanent replacements for the CEO and CFO
positions.  The Board has also appointed Robert J. Zollars, who
previously served as Lead Independent Director, to the position of
Chairman of the Board.  Michael J. Mendes and Steven M. Neil have
been placed on administrative leave from the Company.

According to WSJ, a person familiar with the matter said Wednesday
the executives will remain on leave while the company negotiates
their severance, their exit from their board seats and possibly
clawbacks of previously awarded pay.

WSJ said the internal probe was launched after the newspaper
raised accounting questions in September.  According to WSJ, a
person familiar with the matter said the results of the internal
probe will now be turned over to the U.S. Securities and Exchange
Commission and the San Francisco U.S. attorney's office, which
have been investigating Diamond and how it handled the payments.
Two people familiar with the matter said federal investigators
have progressed slowly in recent weeks, because they were waiting
for the audit committee to produce its report.

WSJ also reports that a person familiar with the matter said
Wednesday Procter & Gamble Co. is now highly unlikely to complete
the sale of its Pringles canned-chips business to Diamond Foods,
which agreed to pay $2.35 billion to buy Pringles in April 2011.
WSJ notes that since the P&G deal was announced, Diamond's stock
has lost nearly two-thirds of its value.

                        About Diamond Foods

The Diamond Foods, Inc. -- http://www.diamondfoods.com/--
is a packaged food company focused on building, acquiring and
energizing brands including Kettle(R) Chips, Emerald(R) snack
nuts, Pop Secret(R) popcorn, and Diamond of California(R) nuts.
The Company's products are distributed in a wide range of stores
where snacks and culinary nuts are sold.

The Securities and Exchange Commission and the audit committee of
the Company's board are investigating payments the Company made to
walnut growers late last summer.  Shareholders have sued the
company alleging Diamond delayed what it called "momentum
payments" to inflate its 2011 earnings.  Diamond missed a deadline
to file its fiscal first-quarter results in light of the SEC
probe.  Diamond has said it will cooperate with the SEC.

The accounting questions have forced Diamond to delay its $2.35
billion acquisition of Pringles from Procter & Gamble Co.  P&G has
said the deal hinges on the favorable resolution of the
investigations.

WSJ reports two of the five largest shareholders of Diamond Foods
Inc. dumped the bulk of their holdings amid the accounting probes.
Del Mar Asset Management, Diamond's third-largest stockholder with
8.7% of the company at the end of September, according to FactSet
Research, now owns just 40,000 shares, or 0.2% of the company.
BAMCO Inc., Diamond's fifth-largest shareholder in September with
6.9% of the company, has since sold all of its shares.


EASTMAN KODAK: To Phase Out Dedicated Capture Devices Business
--------------------------------------------------------------
Eastman Kodak Company said Thursday that as a result of its
ongoing strategic review process and commitment to drive
sustainable profitability through its most valuable business
lines, it plans to phase out its dedicated capture devices
business -- comprising digital cameras, pocket video cameras and
digital picture frames -- in the first half of 2012.

Kodak will instead expand its current brand licensing program, and
seek licensees in these categories.  Following this decision,
Kodak's Consumer Business will include online and retail-based
photo printing, as well as desktop inkjet printing.

Kodak has contacted its retail partners, and is working closely
with them to ensure an orderly transition.  Kodak will continue to
honor all related product warranties, and provide technical
support and service for its cameras, pocket video cameras and
digital picture frames.

"For some time, Kodak's strategy has been to improve margins in
the capture device business by narrowing our participation in
terms of product portfolio, geographies and retail outlets. T[he]
announcement is the logical extension of that process, given our
analysis of the industry trends," said Pradeep Jotwani, President,
Consumer Businesses, and Kodak Chief Marketing Officer.

Upon completion of the phase out, Kodak expects to achieve annual
operating savings of more than $100 million. Kodak expects to
incur a charge related to separation benefits of roughly $30
million resulting from the exit of the business.

In addition to its Consumer Businesses segment, Kodak has a
Commercial Businesses segment that includes the Digital and
Functional Printing, Enterprise Services and Solutions, and
Graphics, Entertainment and Commercial Films units. Kodak's
digital businesses now comprise approximately three-fourths of
total revenues.

Kodak continues to have a strong position in the personal imaging
market.  While photos are increasingly taken on multi-function
mobile devices, Kodak technology makes it easy for consumers to
produce a broad range of photo products, anywhere, anytime ? from
prints to photobooks, photo greeting cards and personalized
calendars. These items can be made on Kodak products, with Kodak
quality at retail, at home, and ordered for delivery to home.

                           *     *     *

Dana Mattioli, writing for The Wall Street Journal, notes Kodak
loses a substantial amount of money on its digital-camera
business. Executives kept it alive, because it helps win shelf
space at retailers for the consumer inkjet printers on which Kodak
is betting its future, people familiar with the matter said,
according to WSJ.

Kodak is in the process of looking at selling or licensing all of
its money-losing businesses, including its online photo-sharing
site Kodak Gallery, as a way to meet financial terms set when it
obtained loans to keep it afloat in Chapter 11, a person familiar
with the matter said, WSJ further reports.

The company's fate hinges largely on the planned sale of 1,100
digital patents, a step required by its lenders.  But the company
has other revenue-raising targets to hit as well, the person told
WSJ.

According to WSJ, a Kodak spokesman said the company has spoken
with its retail partners and they have been "generally
understanding and supportive of our decision."

Another person familiar with the matter told WSJ Kodak's digital-
photo-frame line got off to a good start in 2007 and was
profitable, but the recession left Kodak with a glut of inventory
as low-cost foreign competitors drove down prices.  That source
said Kodak's video-camera operation was profitable but wasn't big
enough to carry the division.

WSJ notes Kodak is only the fourth-largest digital-camera maker in
the U.S.  In 2008, Kodak had 16.6% of the U.S. market and shipped
6.7 million digital cameras, according to market research firm
IDC.  In 2011, its market share had eroded to 11.6%, and the
company shipped 3.6 million units.

WSJ says news of Kodak's exit from the digital cameras business is
especially sad for Steve Sasson, a former employee who invented
the digital camera in a Kodak laboratory in 1975, when he was just
25 years old. "Of course I'm saddened by it," he said. "We had a
long history of enabling people to capture pictures."

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company (OTB: EKDKQ.PK)
and its U.S. subsidiaries on Jan. 19, 2012, voluntarily filed for
Chapter 11 reorganization (Bankr. S.D.N.Y. Lead Case No. 12-10202)
in Manhattan.  Subsidiaries outside of the U.S. are not included
in the filing and will continue to operate as usual.

The Company, founded in 1880 by George Eastman, was once the
world's leading producer of film and cameras.  In recent years,
Kodak has been working to transform itself from a business
primarily based on film and consumer photography to a smaller
business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.

Having invested significantly in research and development for over
a century, Kodak has a vast portfolio of patents.  In 1975, Kodak
scientists invented the first digital camera.  Kodak then went on
to develop a vast collection of patented technologies to enhance
digital image capture and processing, technologies that are used
in virtually every modern digital camera, smartphone and tablet,
as well as numerous other devices.  Kodak has 8,900 patent and
trademark registrations and applications in the United States, as
well as 13,100 foreign patents and trademark registrations or
pending registration in roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Kodak says it has "significant" legacy liabilities, which include
$1.2 billion in non-U.S. pension liabilities, $1.3 billion of
Other Post-Employment Benefit ("OPEB") liabilities and roughly
$100 million in environmental liabilities.

Kodak has outstanding funded debt in an aggregate amount of
roughly $1.6 billion, consisting primarily of roughly: (a) $100
million outstanding under the first lien revolving credit facility
plus an additional $96 million in face amount of outstanding
letters of credit; (b) $750 million in principal amount of second
lien secured notes; (c) $400 million in principal amount of
convertible notes; and (d) $283 million in principal amount of
other senior unsecured debt.  Kodak also has roughly $425 million
in outstanding trade debt.

Kodak sought bankruptcy protection amid near-term liquidity issues
brought about by steeper-than-expected declines in Kodak's
historically profitable traditional businesses, and cash flow from
the licensing and sale of intellectual property being delayed due
to litigation tactics employed by a small number of infringing
technology companies with strong balance sheets and an awareness
of Kodak's liquidity challenges.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtor.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

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

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


EMBARCADERO RE: S&P Assigns 'BB-' Rating to Series 2012-I Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-(sf)' rating
to the Series 2012-I notes issued by Embarcadero Re Ltd. The notes
cover losses from U.S. earthquakes on an annual aggregate basis
during a three-year risk period in the state of California.

"Our views of the transaction's credit risk reflect the
counterparty credit ratings on all of the parties involved that
can affect the timely payment of interest and the ultimate payment
of principal on the notes. Our rating on the notes takes into
account the implied rating on the catastrophe risk ('BB-') and the
rating on the assets in the collateral account ('AAAm'). The
rating reflects the lower of these two ratings, which is currently
the implied rating on the catastrophe risk. We do not currently
rate the California Earthquake Authority (CEA). At closing, the
CEA will deposit two quarterly premiums into the premium deposit
account, and thereafter, no later than five days prior to the
first day of each subsequent accrual period, will deposit the
upcoming quarterly premium payment into the premium deposit
account," S&P said.

Embarcadero Re was formed in 2011 as a Bermuda exempted company
licensed as a special-purpose reinsurer. The CEA will cede the
subject business to Embarcadero Re.

Ratings List
New Ratings

Embarcadero Re Ltd.
Series 2012-I notes           BB-(sf)


EMMIS COMMUNICATIONS: AQR Capital Discloses 4.5% Equity Stake
-------------------------------------------------------------
AQR Capital Management, LLC, disclosed in an amended Schedule 13G
filing with the U.S. Securities and Exchange Commission that, as
of Dec. 31, 2011, it beneficially owns 1,507,094 shares of common
stock of Emmis Communications Corporation representing 4.5% of the
shares outstanding.  A full-text copy of the filing is available
for free at http://is.gd/1lQB1N

                    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.


FLYING FORTRESS: Moody's Assigns 'Ba3' Rating to $900-Mil. Loan
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the $900
million five-year secured term loan being issued by Flying
Fortress Inc., a subsidiary of International Lease Finance
Corporation (ILFC). ILFC's other ratings, including its B1
corporate family and senior unsecured ratings, are not affected by
the transaction. The outlook for ILFC's ratings remains positive.

RATINGS RATIONALE

The new secured loan will be guaranteed on a senior unsecured
basis by ILFC and on a senior secured basis by Flying Fortress's
immediate parent, an ILFC special purpose subsidiary holding
company, and by Flying Fortress's direct subsidiaries. The two
direct subsidiary guarantors are holding companies that own a
number of special purpose entities (SPEs) that each own aircraft,
associated equipment and leases that meet certain eligibility
requirements under the loan documents. ILFC will use the proceeds
of the loan to repay principal and interest of currently
outstanding indebtedness, fees and expenses associated with the
new financing, and for general corporate purposes.

The Ba3 rating assigned to the loan is one notch above ILFC's B1
corporate family rating, based upon loan terms that meaningfully
lower secured creditors' risk of loss compared to holders of
ILFC's unsecured obligations. Loan security will be comprised of a
perfected first priority lien in the stock or equity interest of
Flying Fortress and its subsidiaries, including the SPEs that own
the aircraft and related assets. Flying Fortress will be required
to quarterly certify its compliance with a 63% maximum loan-to-
value (LTV) covenant, based upon the appraised value of the
aircraft owned by the SPEs. Flying Fortress will be able to cure
LTV covenant deficiencies, should any arise, through loan
repayments and collateral substitution. For purposes of covenant
certification, the aircraft will be re-appraised semi-annually.
Terms also include a restriction on liens on aircraft owned by the
SPEs and a restriction on additional indebtedness, besides
permitted subordinated debt.

Because the loan terms do not include a direct pledge of aircraft,
Moody's believes that in the event of an ILFC bankruptcy, there
would be some risk of substantive consolidation of Flying Fortress
and its subsidiaries that, were it to occur, could diminish
lenders' ability to realize value from their security interests.

The loan agreements will specify that SPE aircraft include a
minimum percentage of preferred types with limits relating to the
percentage that are wide-body, freighter, or a particular model.
There are also concentration limits relating to lessee and country
of operation. Furthermore, the aircraft pool is subject to an
average age restriction. Flying Fortress does not directly have
access to alternate unencumbered aircraft for substitution to
maintain the required collateral pool characteristics, but must
rely upon ILFC to ensure performance, based upon ILFC's guarantee.

ILFC's B1 corporate family rating reflects its global franchise
positioning and the balance and diversity of it geographic,
aircraft, and customer risk exposures. ILFC's relatively resilient
operating cash flows and the long-lived nature of its equipment
are also key rating considerations. ILFC has made significant
strides toward building liquidity and reducing leverage over the
past two years. ILFC also faces potential challenges relating to
sustaining lease margin improvements and generating attractive
returns on equity, given market and economic conditions. Other
credit challenges include the monoline and cyclical nature of
ILFC's business, its exposure to aircraft residual value risks,
and its reliance on confidence-sensitive wholesale funding.

The positive rating outlook is based on Moody's expectation that
ILFC's continued efforts to realign its debt maturities with cash
flows and deleverage over the intermediate term should further
strengthen its liquidity and capital positions. Moody's could
upgrade the ratings if, in addition to building additional
liquidity and capital strength, ILFC sustains lease margin
improvements as economic and industry conditions recover and
demonstrates that it can achieve and maintain an attractive return
for its owners.

In its last ILFC rating action dated December 19, 2011, Moody's
assigned a rating of B1 to ILFC's $650 million senior unsecured
notes.

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

International Lease Finance Corporation, headquartered in Los
Angeles, California, is a major owner-lessor of commercial
aircraft.


FRANK SUTTON: Court Rejects Plan That Puts Unsecureds in 2 Classes
------------------------------------------------------------------
Bankruptcy Judge Randy D. Doub denied confirmation of the Amended
Chapter 11 Plan of Reorganization filed by Frank Morrison Sutton,
Jr. on Oct. 14, 2011.  Judge Doub held that, based on the lack of
evidence presented at the confirmation hearing, the Debtor failed
to prove by the preponderance of the evidence that separating
class seven and class eight under the Plan does not unfairly
discriminate against the class seven creditors.  The Plan is not
fair and equitable and does not comply with 11 U.S.C. Sec. 1129.

Frank Morrison Sutton, Jr. filed for Chapter 11 bankruptcy (Bankr.
E.D.N.C. Case No. 10-10539) on Dec. 28, 2010.  At the time the
petition was filed, the Debtor resided in Kinston, North Carolina,
but he now resides in Asheville, North Carolina.  The Debtor is a
licensed North Carolina physician who is employed by an
anesthesiology practice in Asheville, North Carolina.  The Debtor
intends to fund the Plan through continued employment as an
anesthesiologist.

The Plan establishes eight different classes of claims and creates
a special class for educational loan claims separate from other
unsecured claims.  Class seven of the Plan consists of general
unsecured claims totaling $418,487.  The Debtor proposes to pay
class seven a total of $16,000 within 90 days of the Effective
Date of the Plan.  Class eight of the Plan consists of general
unsecured educational loans totaling $235,871.  The Plan proposes
to pay class eight in full by making a regular monthly payment of
$1,479.  Thus, the Plan classifies unsecured claims into two
separate classes: (1) class seven comprised of all dischargeable
unsecured debt; and (2) class eight comprised of nondischargeable
educational loans.  This treatment results in a payout of 3.8% on
the claims in class seven.  If the educational loans were not in a
separate class, the unsecured creditors would receive a 36%
distribution on their claims.

The Debtor argues placing the educational loans in a separate
class is permissible because the loans are nondischargeable
pursuant to 11 U.S.C. Sec. 523(a)(8) and are distinctly different
from the remaining general unsecured claims.

The Bankruptcy Administrator and the North Carolina Department of
Revenue objected to the Plan.

A copy of Judge Doub's Feb. 9, 2012 Order is available at
http://is.gd/PrseUCfrom Leagle.com.


GENCORP INC: Retirement Plan Discloses 6.3% Equity Stake
--------------------------------------------------------
GenCorp Retirement Savings Plan disclosed in an amended Schedule
13G filing with the U.S. Securities and Exchange Commission that,
as of Dec. 31, 2011, it beneficially owns 3,729,613 shares of
common stock of GenCorp Inc. representing 6.3% of the shares
outstanding.  The Plan is a voluntary savings plan for eligible
employees of GenCorp Inc. and certain of its subsidiaries.
Employees who elect to participate in the Plan may select one or
more of twenty-three investment options for their contributions.

As previously reported by the TCR on Feb. 22, 2011, GenCorp
Retirement disclosed beneficial ownership of 4,176,695 shares.

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

                        http://is.gd/nd03NW

                         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.

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.

                          *     *     *

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.


GENOA HEALTHCARE: S&P Affirms 'B' Corporate; Outlook Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Tampa-based nursing home operator Genoa
Healthcare Group. The outlook is negative.

"At the same time, Standard & Poor's raised the issue-level rating
on the company's second-lien term loan to 'B' from 'CCC+'. We also
revised our recovery rating on the loan to '4' from '6'. The '4'
recovery rating indicates our expectations that lenders would
receive average (30%-50%) recovery of principal in the event of
default," S&P said.

"Our view of Genoa's 'vulnerable' business risk profile, as
defined in our criteria, considers significant reimbursement risk
as a key credit factor," Standard & Poor's credit analyst John
Bluemke said. "We view the financial profile as "highly leveraged"
because we do not expect meaningful improvement in the company's
weak credit protection measures."

"Standard & Poor's expectation for Genoa includes the impact of
recently implemented Medicare reimbursement changes--specifically
an 11.1% rate cut and adverse changes to the reimbursement rules
for group therapy services. Our vulnerable business risk
assessment does not assume any further Medicare or Medicaid cuts.
Nonetheless, we believe reimbursement will remain volatile in the
long term, with further rate cuts possible at both federal and
state levels, particularly as the strain of rapidly rising health
care expenditures propels efforts to cut health care costs," S&P
said.

"Our negative rating outlook on Genoa reflects the large, adverse
impact of reimbursement cuts, net of its mitigating strategies,
supporting our belief that cash flow could decline substantially,"
Mr. Bluemke said. "Although we expect Genoa to be prudent with its
use of cash, we view the company's private ownership and potential
of dividend activity as factors limiting improvement in the
financial profile."

"Genoa operates in a competitive industry where nursing homes
compete for patients. This competition likely will intensify as
nursing homes adjust to reimbursement changes," S&P said.


GLOBAL BRASS: S&P Puts 'B' Corp. Credit Rating on Watch Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B' corporate credit ratings, on Schaumburg, Ill.-based Global
Brass and Copper Inc. (GBC) on CreditWatch with positive
implications. The CreditWatch listing indicates that there is a
50% chance of an upgrade on the completion of S&P's review.

"The CreditWatch listing reflects our belief GBC's near-term
operating performance will continue to benefit from increased end-
market demand, resulting in higher pricing and volumes sold," said
Standard & Poor's credit analyst Maurice Austin. "This is based on
our expectations of a continued economic recovery."

"Consequently, Standard & Poor's expects the GBC's credit measures
and liquidity position to improve to a level we believe may be
more consistent with a higher rating," S&P said.

"In resolving the CreditWatch listing, we will review our
performance expectations and the company's liquidity position, and
assess the sustainability of its operating prospects to determine
whether a higher rating is warranted," S&P said.

"We believe potential rating upside is likely limited to one notch
and expect to resolve the CreditWatch listing within the next
several weeks," S&P said.


GMX RESOURCES: Jefferies Discloses 3.2% Equity Stake
----------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Jefferies Funding LLC and Jefferies Group,
Inc., disclosed that, as of Dec. 31, 2011, they beneficially own
1,932,305 shares of common stock of GMX Resources, Inc.,
representing 3.2% of the shares outstanding.  A full-text copy of
the filing is available for free at http://is.gd/HmdpuD

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations. GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.  The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production.  GMXR's goal is to grow and
build shareholder value every day.

The Company reported a net loss of $138.29 million on
$96.52 million of oil and gas sales for the year ended Dec. 31,
2010, compared with a net loss of $181.08 million on $94.29
million of oil and gas sales during the prior year.

The Company also reported a net loss of $129.53 million on $90.62
million of oil and gas sales for the nine months ended Sept. 30,
2011, compared with net income of $8.58 million on $69.34 million
of oil and gas sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $575.98
million in total assets, $432.65 million in total liabilities and
$143.32 million in total equity.

                           *     *     *

In November 2011, Moody's downgraded the rating of GMX Resources'
corporate family rating (CFR) to 'Caa3' from 'Caa1', the
Probability of Default (PDR) rating to 'Ca' from 'Caa1', and the
Speculative Grade Liquidity (SGL) rating to SGL-4 from SGL-3. The
outlook is negative.

The downgrade of GMX's PDR and note ratings reflect the company's
announcement that greater than 50% of the holders of the notes due
2019 have accepted a proposed exchange offer, which Moody's views
as a distressed exchange.  The lowering of the CFR and SGL ratings
reflects Moody's expectation of potential liquidity issues through
the first quarter of 2013, as well as elevated leverage following
the issuance of at least $100 million of proposed secured notes
under the exchange offer and a proposed $55 million volumetric
production payment (VPP), both of which the company expects to be
executed before the end of 2011.  Moody's treats VPPs as debt in
Moody's leverage calculations.  The negative outlook reflects the
potential for the CFR and note ratings to be lowered if liquidity
deteriorates further.

As reported by the TCR on Dec. 21, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on GMX Resources Inc.
to 'SD' (selective default) from 'CC'.  "We also lowered the
company's issue-level ratings to 'D' from 'CC', reflecting its
completion of an exchange offer for a portion of its $200 million
11.375% senior notes due 2019," S&P said.

"The rating actions follow the company's announcement that it has
completed the exchange offer for its 11.375% senior notes due
2019," said Standard & Poor's credit analyst Paul B. Harvey.  "The
exchange offer included $53 million principle of 11.375% senior
notes that accepted an exchange of $1,000 principle for $750
principle of new 11% senior secured notes due 2017.  We consider
the completion of such an exchange, at a material discount to par,
to be a distressed exchange and, as such, tantamount to a default
under our criteria."


GORDON PROPERTIES: Court Rejects Substantive Consolidation Bid
--------------------------------------------------------------
Bankruptcy Judge Robert G. Mayer denied the motion of First
Owners' Association of Forty Six Hundred Condominium, Inc., a
condominium unit owner's association, to substantively consolidate
the chapter 11 bankruptcy cases of Gordon Properties, LLC, and
Condominium Services, Inc.

"The businesses did not confuse people who dealt with them. This
is especially true of the condominium association which had a
different relationship with each one. CSI was its management
company for more than 27 years. Gordon Properties was a unit
owner. CSI's business extended beyond the condominium association
and Gordon Properties. It also managed at least 18 other
condominium associations. The distinction between the two debtors
and their respective businesses was clear. Those dealing with them
would not likely confuse the two entities and there is no evidence
that any creditor thought that it was dealing with one when it was
dealing with the other or that it was confused about the identity
of the company with which it was dealing," Judge Mayer said.

Post-bankruptcy, Judge Mayer further held, there are no accounts
to unravel. There was no commingling of assets that must be sorted
out or transactions to be avoided or reversed. There are no
intercompany debts. Gordon Properties is funding the postpetition
deficiencies of CSI, but not as loans. They are all capital
contributions. No creditor is injured by this arrangement. The
assets of CSI are not diminished by the reorganization effort or
the litigation with the association.

In its bankruptcy case, Gordon Properties scheduled four
creditors, two secured and two unsecured. The condominium
association, which Gordon Properties scheduled as a disputed
secured creditor, filed a proof of claim asserting a secured claim
for past due condominium fees of $315,673.36. The two unsecured
creditors scheduled were both scheduled as disputed. One filed an
unsecured claim for $237,755.40. According to its schedules, even
if all the claims are allowed, Gordon Properties has net equity of
about $9,600,000.

Condominium Services filed its chapter 11 petition (Bankr. E.D.
Va. 10-10581) on Jan. 26, 2010. It scheduled one creditor, the
condominium association, with a disputed claim of $436,802.00.
The association filed a proof of claim asserting a claim of
$453,533.12.  A second proof of claim was filed by the Internal
Revenue Service for $1,955.45.  According to its schedules, if
both claims are allowed, it has a net deficit of about $426,900.
CSI is wholly owned by Gordon Properties.

The Debtors opposed the motion.  The two cases were previously
administratively consolidated.

CSI and Gordon Properties trace their origins to Bryan Gordon.
Shortly before his death in 1979, Mr. Gordon organized CSI as a
property management company.  After his death, it was operated by
his estate until about 10 years ago when it became a wholly owned
subsidiary of Gordon Properties.  Mr. Gordon also owned many
condominium units at the condominium.  Upon his death they were
devised to a trust for the benefit of his children and
grandchildren. About twelve years ago, the trust terminated,
Gordon Properties was organized and the condominium units were
transferred to it.  Gordon Properties is a limited liability
company owned by Mr. Gordon's four grandchildren. CSI became its
wholly owned subsidiary about two years after Gordon Properties
was organized.

The genesis of the association's claim is in its termination of
CSI as its managing agent. The termination was not handled well.
CSI asserted that its management contract could only be terminated
by the condominium association's membership and not simply by the
board of directors.  CSI did not recognize the validity of the
termination and continued to collect condominium fees, principally
from Gordon Properties.  In addition, the association claimed that
CSI had failed to properly file a tax return resulting in a loss
to it. Litigation ensued.

In a suit in which the condominium association sought relief
against both CSI and Gordon Properties, the state court found in
favor of the condominium association against CSI, but against the
condominium association and in favor of Gordon Properties which
was dismissed from the case.  The association's proof of claim in
CSI's case is for the judgment it recovered against CSI in state
court.

The genesis of the association's claim against Gordon Properties
is different. It arises from the manner in which the board of
directors assessed condominium fees against the restaurant unit.
After the board of directors terminated CSI as its managing agent,
it determined that the manner in which the common expenses had
been assessed against the restaurant unit for at least 20 years
was incorrect. It sought to change the assessment formula,
recalculate the prior assessments not barred by the statute of
limitations, and collect them from Gordon Properties.  The
additional amount due was significant and litigation ensued.  That
matter was partially resolved by a judgment obtained by the
association in the state court. The association's proof of claim
in Gordon Properties' case is for the condominium fees claimed
due. An objection to the association's proof of claim is set for
trial later this month to resolve the remaining issues of the
assessment.

Judge Mayer noted that substantive consolidation would ensure that
the association would be paid its judgment against CSI in full.
There are substantial assets of Gordon Properties that would be
available to achieve this.  Without substantive consolidation, the
association will only be paid to the extent that CSI remains in
business and generates a profit.

A copy of Judge Mayer's Feb. 8, 2012 Memorandum Opinion is
available at http://is.gd/KjVrsWfrom Leagle.com.

                      About Gordon Properties

Alexandria, Va.-based Gordon Properties LLC owns 40 condominium
units in a high-rise apartment building with both residential and
commercial units and two commercial units adjacent to the high-
rise building.  Gordon Properties' ownership of these condos
represents about a 20% interest in the Forty Six Hundred
Condominium project -- http://foa4600.org/-- in Alexandria.
Gordon Properties also owns one of the adjacent commercial units,
a restaurant.  Gordon Properties sought Chapter 11 protection
(Bankr. E.D. Va. Case No. 09-18086) on Oct. 2, 2009, and is
represented by Donald F. King, Esq., at Odin, Feldman & Pittleman
PC in Fairfax, Va.  The Debtor disclosed $11,149,458 in assets and
$1,546,344 in liabilities.


GUIDED THERAPEUTICS: Richard Blumberg Discloses 6.5% Equity Stake
-----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Richard P. Blumberg disclosed that, as of
Dec. 31, 2011, he beneficially owns 3,575,881 shares of common
stock of Guided Therapeutics, Inc., representing 6.5% of the
shares outstanding.  A full-text copy of the filing is available
for free at http://is.gd/3QBCDh

                     About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

The Company reported a net loss of $2.84 million on $3.36 million
of contract and grant revenue for the year ended Dec. 31, 2010,
compared with a net loss of $6.21 million on $1.55 million of
contract and grant revenue during the prior year.

The Company also reported a net loss of $3.88 million on $2.70
million of service revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $2.56 million on $2.30 million
of service revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$2.84 million in total assets, $5 million in total liabilities,
and a $2.16 million total stockholders' deficit.

As reported by the TCR on April 4, 2011, UHY LLP, in Atlanta,
Georgia, noted that the Company's recurring losses from
operations, accumulated deficit and lack of working capital raise
substantial doubt about its ability to continue as a going
concern.


HAWAIIAN TELCOM: Moody's Rates $300MM Sr. Sec. Term Loan at 'B1'
----------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to Hawaiian
Telcom Communications, Inc.'s proposed new $300 million senior
secured term loan due 2017. Moody's has also affirmed the B1
Corporate Family Rating (CFR) to the company. The proceeds of the
term loan's issuance will be largely used to refinance the
existing term loan at Hawaiian Telcom. At the closing of the
transaction, Moody's will withdraw the rating on the existing term
loan. The outlook remains stable.

Moody's has assigned this rating:

   Hawaiian Telcom Communications, Inc.

   -- $300m Senior Secured Term Loan -- B1, LGD3-36%

RATINGS RATIONALE

Hawaiian Telcom's B1 corporate family rating reflects its diverse
base of recurring revenues, healthy market share, modest leverage
and adequate cash flows. These positives are offset by the
company's relatively small scale, the tough competition from cable
triple-play bundled service and the long term challenges
associated with wireless substitution. The B1 rating reflects
Moody's view that Hawaiian Telcom will successfully deploy video
services and stabilize its consumer base. The ratings incorporate
a very narrow tolerance for operational missteps, particularly
with respect to the company's IPTV rollout.

"Hawaiian Telcom continues to make good progress since emerging
from bankruptcy," commented Moody's Senior Vice President Dennis
Saputo. "Management has restored the basic operating structure and
stabilized the base. Now they must successfully roll out video
services to shore up their customer base," Saputo continued.

Hawaiian Telcom has a strong competitive position within the
market for business services. The company's sophisticated data
offerings, broad asset base and ILEC tradition for reliability
appeal to enterprise customers. Hawaiian Telcom offers advanced
data services, such as MPLS, Ethernet and VoIP, and plans to
continue to enhance its offers. However, like many wireline
telcos, Hawaiian Telcom is struggling to control its cost
structure and improve productivity in order to remain competitive.

Unlike its business product offerings, Hawaiian Telcom has
historically had an inferior product lineup for residential
customers. Cable competitors have gained significant market share
with triple-play bundles. Hawaiian Telcom, forced to wait until
bankruptcy exit to rollout video, will need to move aggressively
to catch up. The company has started commercial deployment of its
IPTV offering on Oahu in July 2011. The success of this product is
critical to Hawaiian Telcom's future viability, as it will
strengthen its competitive position and improve customer
retention.

The ratings for the debt instruments reflect both the overall
probability of default of Hawaiian Telcom, to which Moody's has
assigned a probability of default rating (PDR) of B2, and loss
given default assessments. The Ba1 (LGD1 - 0%) rating of the $30
million senior 1st lien secured revolving credit facilities
reflects its seniority of claim, its small size relative to the
capital structure and its senior priority in right of payment
ahead of the term loan creditors. The $300 million secured term
loan is rated B1 (LGD3 - 36%), in line with the corporate family
rating. Due to its priority treatment through the recent
bankruptcy restructuring, Moody's ranks the company's unfunded
pension obligation equally with the senior secured term loan. This
places the preponderance of obligations at the same standing and
results in a rating for the term loan in line with the overall B1
family rating.

Hawaiian Telcom has very good liquidity with approximately $82
million in cash as of September 30, 2011 and a fully available $30
million revolver. Moody's anticipates that Hawaiian Telcom will
maintain about $50 million in cash over the next 12-18 months and
will not draw upon the revolver over that timeframe.

Moody's could lower Hawaiian Telcom's ratings if leverage were to
trend toward 4.0x (Moody's adjusted) and free cash flow were to be
negative, both on a sustained basis. Additionally, downward rating
action would result from operational missteps, particularly
related to the company's video services rollout. If service
rollout was unsuccessful, as evidenced by high churn or low
penetration, downward ratings action could occur.

Moody's could raise Hawaiian Telcom's ratings if leverage were to
trend toward 2.75x and free-cash-flow to debt were to reach the
mid-single-digit percentage range.

Please see ratings tab on the issuer page on www.moodys.com for
the last credit rating action and the rating history.

The principal methodology used in rating Hawaiian Telcom was the
Global Telecommunications Industry Methodology, published December
2010. Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Hawaiian Telcom is a telecommunications provider in the state of
Hawaii with approximately 422,000 access lines and 102,000 high
speed internet customers on the islands of Oahu, Maui, Hawaii,
Kauai, Molokai and Lanai. For the twelve months ended 9/30/11,
Hawaiian Telcom generated $396 million in revenues.


HCA INC: To Sell $1.3 Billion of 5.875% Senior Secured Notes
------------------------------------------------------------
HCA Inc. filed with the U.S. Securities and Exchange Commission a
free writing prospectus relating to its offer to sell
$1,350,000,000 of 5.875% senior secured notes due 2022.  The Notes
will mature on March 15, 2022.

Joint Book-Running Managers for the offering are:

      Goldman, Sachs & Co.
      Barclays Capital Inc.
      Citigroup Global Markets Inc.
      J.P. Morgan Securities LLC
      Merrill Lynch, Pierce, Fenner & Smith Incorporated
      Credit Suisse Securities (USA) LLC
      Deutsche Bank Securities Inc.
      Morgan Stanley & Co. LLC
      Wells Fargo Securities, LLC

Credit Agricole Securities (USA) Inc., RBC Capital Markets, LLC,
and SunTrust Robinson Humphrey, Inc., are acting as co-managers
for the offering.

The Company estimates that its net proceeds from this offering,
after deducting underwriter discounts and commissions and
estimated offering expenses, will be approximately $1,333,000,000.
The Company intends to use the net proceeds from the notes offered
for general corporate purposes, which may include the repayment,
redemption or repurchase of the Company's existing indebtedness or
the financing of the special dividend payable in February 2012 to
shareholders of HCA Holdings, Inc.

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

                        http://is.gd/SzH0Sn

                           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.


HEARTHSTONE HOMES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Hearthstone Homes, Inc.
        810 N. 96th Street, 3rd Floor
        Omaha, NE 68114
        Tel: (402) 339-0150

Bankruptcy Case No.: 12-80236

Chapter 11 Petition Date: February 7, 2012

Court: U.S. Bankruptcy Court
       District of Nebraska (Omaha Office)

Judge: Timothy J. Mahoney

Debtor's Counsel: Robert F. Craig, Esq.
                  ROBERT F. CRAIG, P.C.
                  1321 Jones Street
                  Omaha, NE 68102
                  Tel: (402) 408-6004
                  Fax: (402) 408-6001
                  E-mail: robert@craiglaw.org

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

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

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

The petition was signed by John J. Smith, president.


HERCULES OFFSHORE: Vanguard Group Discloses 4.4% Equity Stake
-------------------------------------------------------------
The Vanguard Group, Inc., disclosed in an amended Schedule 13G
filing with the U.S. Securities and Exchange Commission that, as
of Dec. 31, 2011, it beneficially owns 6,072,975 shares of common
stock of Hercules Offshore Inc. representing 4.40% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/0miRWq

                       About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

The Company reported a net loss of $134.59 million on
$657.48 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $91.73 million on $742.85 million of
revenue during the prior year.

The Company also reported a net loss of $54.64 million on
$492.57 million of revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $50 million on $460.06 million
of revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$2.05 billion in total assets, $1.12 billion in total liabilities,
and $928.65 million in total stockholders' equity.

                          *     *      *

The Troubled Company Reporter said on Nov. 17, 2010, Moody's
Investors Service downgraded the Corporate Family Rating of
Hercules Offshore Inc. and the Probability of Default Rating to
Caa1 from B2.  Moody's also downgraded Hercules' 10.5% senior
secured notes due 2017, its senior secured revolving credit
facility due 2012, and its senior secured term loan B due 2013,
all to Caa1 with LGD3, 45%.  The outlook remains negative.

"The inability of Hercules to generate meaningful free cash flow
despite limited reinvestment in its aging fleet of rigs is cause
for concern," commented Stuart Miller, Moody's Senior Analyst.
"Without a significant de-leveraging of its balance sheet,
Hercules is following a path that could lead to financial hardship
at the first sign of a market softening."  Hercules' Caa1 CFR
rating reflects its highly leveraged balance sheet and limited
ability to generate free cash flow.  The Caa1 rating on the senior
secured notes reflects their pari passu secured position in
Hercules' capital structure relative to the senior secured credit
facilities.


HORIZON LINES: Credit Suisse Discloses 4.1% Equity Stake
--------------------------------------------------------
Credit Suisse disclosed in an amended Schedule 13G filing with the
U.S. Securities and Exchange Commission that, as of the calendar
year 2011, it beneficially owns 94,000 shares of common stock of
Horizon Lines, Inc., representing 4.06% of the shares outstanding.
A full-text copy of the filing is available at http://is.gd/tfq9BS

                        About Horizon Lines

Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the
nation's leading domestic ocean shipping and integrated logistics
company.  The Company owns or leases a fleet of 20 U.S.-flag
containerships and operates five port terminals linking the
continental United States with Alaska, Hawaii, Guam, Micronesia
and Puerto Rico.  The Company provides express trans-Pacific
service between the U.S. West Coast and the ports of Ningbo and
Shanghai in China, manages a domestic and overseas service partner
network and provides integrated, reliable and cost competitive
logistics solutions.

The Company's balance sheet at Sept. 25, 2011, showed
$677.4 million in total assets, $801.7 million in total
liabilities, and a stockholders' deficit of $124.3 million.

Ernst & Young LLP, in Charlotte, North Carolina, expressed
substantial doubt Horizon Lines' ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 26, 2010.  The independent auditors noted that there is
uncertainty that Horizon Lines will remain in compliance with
certain debt covenants throughout 2011 and will be able to cure
the acceleration clause contained in the convertible notes.

"The Company believes the Oct. 5, 2011 refinancing transactions
more fully described in Note 18 to these financial statements have
resolved the concern as to compliance with debt covenants
throughout the remainder of 2011," the Company said in the filing.
"In addition, the Company believes it will be in compliance with
its debt covenants through 2012."

                          Refinancing

The Company was not in compliance with the maximum senior secured
leverage ratio and the minimum interest coverage ratio under its
Senior Credit Facility at the close of its third fiscal quarter
ended Sept. 25, 2011.  Non-compliance with these financial
covenants constituted an event of default, which could have
resulted in acceleration of the maturity.  None of the
indebtedness under the Senior Credit Facility or Notes was
accelerated prior to the completion of a comprehensive refinancing
on Oct. 5, 2011.

The Senior Credit Facility and 99.3% of the 4.25% Convertible
Senior Notes were repaid as part of the refinancing.  In addition,
as a result of the completion of the refinancing, the short-term
obligations under the Senior Credit Facility, the Notes and the
Bridge Loan have been classified as long-term debt.

As a result of the efforts to refinance the Company's debt and the
2011 amendments to the Senior Credit Facility, the Company paid
$17.3 million in financing costs and recorded a loss on
modification of debt of $0.6 million during 2011.

                         *     *     *

As reported by the TCR on Aug. 26, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Horizon
Lines Inc. to 'SD' from 'CCC'.

The rating action on Horizon Lines follow the company's decision
to defer the interest payment on its $330 million senior
convertible notes due August 2012, exercising the 30-day grace
period.  "Under our criteria, we view failure to make an interest
payment within five business days after the due date for
payment a default, regardless of the length of the grace period
contained in an indenture," said Standard & Poor's credit analyst
Funmi Afonja.


HOSTESS BRANDS: CEO Could Get $2MM Bonus Under Employment Deal
--------------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that Hostess Brands Inc.
CEO Brian J. Driscoll, who devised the Debtor's business
restructuring plan, had considered abandoning Hostess unless he
was assured that he could receive a $2 million payment in the
future under a non-compete agreement, according to a court filing
Tuesday.

Mr. Driscoll is also poised to receive a $1.5 million salary,
annual short-term cash incentive awards and a long-term
performance-based bump of $2 million, according to the filing in
New York bankruptcy court obtained by Law360.

                       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.


IMPERIAL INDUSTRIES: Charles Cheever Discloses 6.9% Equity Stake
----------------------------------------------------------------
Charles E. Cheever, III, disclosed in an amended Schedule 13G
filing with the U.S. Securities and Exchange Commission that, as
of Dec. 29, 2011, he beneficially owns 175,499 shares of common
stock of Imperial Industries, Inc., representing 6.9% of the
shares outstanding.  As previously reported by the TCR on May 16,
2011, Mr. Cheever disclosed beneficial ownership of 149,311
shares.  A full-text copy of the amended filing is available for
free at http://is.gd/K0GxIb

                     About Imperial Industries

Pompano Beach, Fla.-based Imperial Industries, Inc. (OTC BB: IPII)
-- http://www.imperialindustries.com/-- manufactures and
distributes stucco, plaster and roofing products to building
materials dealers, contractors and others through its subsidiary,
Premix-Marbletite Manufacturing Co.  The Company sells its
products primarily in the State of Florida and to a certain extent
the rest of the Southeastern United States.

The Company reported a net loss of $1.23 million on $8.23 million
of net sales for the year ended Dec. 31, 2010, compared with a net
loss of $5.30 million on $8.63 million of net sales during the
prior year.

The Company also reported a net loss of $1.12 million on
$5.63 million of net sales for the nine months ended Sept. 30,
2011, compared with a net loss of $1.45 million on $6.46 million
of net sales for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$5.45 million in total assets, $7.58 million in total liabilities,
and a $2.13 million total stockholders' deficit.

As reported by the TCR on April 1, 2011, Grant Thornton LLP, in
Fort Lauderdale, Fla., expressed substantial doubt about the
Company's ability to continue as a going concern.  Grant Thornton
noted that the industry in which the Company is operating has been
impacted by a number of factors and accordingly, the Company has
experienced a significant reduction in its sales volume.  Grant
Thornton added that for the year ended Dec. 31, 2010, the Company
has a loss from continuing operations of approximately $596,000.


ISTAR FINANCIAL: Vanguard Group Discloses 5.2% Equity Stake
-----------------------------------------------------------
The Vanguard Group, Inc., disclosed in an amended Schedule 13G
filing with the U.S. Securities and Exchange Commission that, as
of Dec. 31, 2011, it beneficially owns 4,233,509 shares of common
stock of iStar Financial Inc representing 5.16% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/Q4Sa9W

                       About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

The Company's balance sheet at Sept. 30, 2011, showed
$7.75 billion in total assets, $6.14 billion in total liabilities
and $1.60 million in total equity.

                           *     *     *

As reported by the TCR on March 29, 2011, Fitch Ratings has
upgraded the Issuer Default Rating to 'B-' from 'C'.
The upgrade of iStar's IDR is based on the improved liquidity
profile of the company, pro forma for the new senior secured
credit agreement (the new financing) that extends certain of the
company's debt maturities, relieving the overhang of significant
secured debt maturities in June 2011.

In July 2010, Standard & Poor's Ratings Services lowered its long-
term counterparty credit rating on iStar Financial to 'CCC' from
'B-'.  The outlook is negative.  iStar's limited funding
flexibility and the severe credit quality deterioration in its
loan portfolio continue to put negative pressure on the rating,
S&P said.

As reported by the Troubled Company Reporter on March 22, 2011,
Standard & Poor's said that it raised its counterparty credit
rating on iStar Financial Inc. to 'B+' from 'CCC' and removed it
from CreditWatch where it was placed with positive implications on
Feb. 23.  The outlook is stable.

"The upgrade reflects the company's closing of a $2.95 billion
senior secured credit facility, which it will use to refinance the
company's existing secured bank facilities and repay a portion of
the company's unsecured debt," said Standard & Poor's credit
analyst Jeffrey Zaun.  If S&P's analysis of the new secured
facility indicates 100% or more collateral coverage, S&P will rate
the issue 'BB-'.  If S&P's analysis of collateral indicates less
than 100% coverage, S&P will rate the issue 'B+'.


JAMES RIVER: Vanguard Group Discloses 5.2% Equity Stake
-------------------------------------------------------
The Vanguard Group, Inc., disclosed in a Schedule 13G filing with
the U.S. Securities and Exchange Commission that, as of Dec. 31,
2011, it beneficially owns 1,844,974 shares of common stock of
James River Coal Co representing 5.17% of the shares outstanding.
A full-text copy of the filing is available at http://is.gd/nvJsDw

                         About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

The Company also reported a net loss of $10.54 million on
$820.47 million of total revenue for the nine months ended
Sept. 30, 2011, compared with net income of $52.29 million on
$539.06 million of total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.38 billion in total assets, $929.56 million in total
liabilities, and $451.26 million in total shareholders' equity.

                          *     *     *

James River carries a 'B' corporate credit rating from Standard &
Poor's Ratings Services, and 'B3' corporate family rating from
Moody's Investors Service.

As reported by the TCR on March 25, 2011, Moody's Investors
Service upgraded James River Coal Company's Corporate Family
Rating to 'B3' from 'Caa2'.  The rating upgrade reflects post-
acquisition potential for significant increase in JRCC's
metallurgical coal production, increase in operational diversity
within Central Appalachia, and greater access to export markets.

The S&P corporate rating was upgraded from 'B-' in March 2011.
"The upgrade reflects S&P's view that the IRP acquisition provides
James River Coal exposure to the attractive metallurgical coal
market," said Standard & Poor's credit analyst Fred Ferraro.  "The
acquisition also adds management experience in overseas marketing,
and expands the company's reserve life.  Furthermore, S&P expects
that it will be funded in a way that is consistent with the
current capital structure so as to maintain the current credit
metrics."


LONE PINE: S&P Assigns 'B' Long-Term Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to Calgary, Alta.-based Lone Pine
Resources Canada Ltd. The outlook is stable.

"At the same time, Standard & Poor's assigned its 'B-' issue-level
rating and '5' recovery rating to the company's proposed $200
million senior unsecured notes due 2017. Management plans to use
proceeds to pay down the amount outstanding on its C$500 million
secured credit facility," S&P said.

"The ratings on Lone Pine reflects what we view as the company's
limited and small reserve base, meaningful exposure to low natural
gas prices, and execution risks in operating as a stand-alone
company while shifting to a liquid-focused growth strategy," said
Standard & Poor's credit analyst Aniki Saha-Yannopoulos. "In
addition, we base the ratings on the company's operations in a
highly cyclical, capital-intensive, and competitive industry. The
ratings also reflect Lone Pine's growth prospects, undeveloped
acreage, adequate liquidity, and profitability. As of Sept. 30,
2012, pro forma for the notes offering, we expect the company will
have about C$317 million in adjusted debt, which includes
operating lease adjustments and asset-retirement obligations," S&P
said.

"Lone Pine's geographic diversity is limited. As of 2011, the
company had a small reserve base of approximately 401 billion of
cubic feet equivalent (gross, 74% natural gas); production for
2011 was about 94 million cubic feet equivalent per day. Lone
Pine's operations focus mostly in two regions in Alberta -- the
Evi and Deep Basin, which includes the Nikanassin play. Currently,
almost 70% and 77% of reserves and production are from these two
plays. The company's reserve life is 11.7 years and proved
developed reserve life at 5.6 years, which is in line with those
of its land-focused peers," S&P said.

"We view as positive the company's plan to increase its liquids
production in the current weak natural gas price environment.
Natural gas accounts for about 78% of the company's production.
Lone Pine expects Evi production to drive most of its liquids
production in the next two years and we expect oil and liquid to
be a larger share of overall production. The company plans to
focus its growth capital expenditure in the Evi light oil play;
almost 80% of its 2012 capex budget of $200 million-US$220 million
will be for Evi. Although we believe there is some execution risk
associated with the shift to liquids-focused growth, overall
profitability could improve if Lone Pine can increase its liquid
production. Given drilling inventory levels, there appears to be
good visibility to the company's reserves and production growth
associated with its Evi asset. We expect the company to hit the
cash flow assumptions provided if it achieves its targeted liquids
production," S&P said.

"The stable outlook reflects Standard & Poor's expectation that
Lone Pine will continue focusing on organic, drill-bit related
reserves and production growth, which we expect will improve its
exposure to liquids production. We expect that the company will
not generate any free cash flow after funding its capital
expenditures through 2013 and will fund its cash flow shortfall
through revolver borrowings. The outlook also incorporates our
view that Lone Pine's financial metrics will not materially
deteriorate in the next 12-18 months, since its cash flow will
improve because of increased liquids production. Given the
company's size and operational plans, there is little likelihood
of an upgrade during this period of expansion, but we would
consider a positive action if it completes these plans
successfully. A negative rating action could occur if Lone Pine
cannot achieve internal reserves and production growth, its
operational economics worsen, or its debt-to-EBITDAX increases
above 4.5x due to operational setbacks or shareholder-friendly
actions," S&P said.


LSP ENERGY: Files for Chapter 11 to Sell Miss. Natural Gas Plant
----------------------------------------------------------------
LSP Energy Limited Partnership, the owner of a natural-gas-fired
power plant in Mississippi, has sought bankruptcy protection
(Bankr. D. Del. Lead Case No. 12-10460) in Delaware.

The Debtors' electric generation facility consists of three-gas
fired combined cycle electric generating units with a total
capacity of 837 megawatts.  The facility sits on a 58-acre parcel
of real property in Batesville, Mississippi.

Due to an interruption in the operation of the facility's Unit 1
combustion turbine, caused by a mechanical failure that began in
May 2011, LSP has been faced with a substantial repair bill for
the damaged Unit as well as a reduction in revenues that is on-
going.  A botched repair job has forced the Unit 1 outage to
continue through 2011 and into 2012.

Confident that the cause of the problem with Unit 1 has been
conclusively identified, Siemens Energy, Inc. is currently
replacing the faulty refurbished rotor with a brand new rotor.  As
a result, Unit 1 is expected to go back on line in March 2012, at
which time the Facility is anticipating availability at or near
full capacity.

Thomas Favinger, president of the Debtors, says in a court filing,
"Although LSP has sufficient liquidity to fund its operations in
the near term, it lacks sufficient liquidity to continue funding
its operations and also fully service its secured obligations
going forward. In order to address its liquidity problem, LSP was
forced to file bankruptcy under chapter 11 of the Bankruptcy
Code."

LSP says that while in Chapter 11, it will complete an orderly
sale of its assets or the ownership interests in LSP for the
benefit of all stakeholders.

As of the Petition Date, the Debtors owe $35 million in principal
amount under certain Series C Bonds and $176 million in principal
amount under Series D Bonds.  They also owe $3.9 million under a
working capital facility.

A bankruptcy court hearing is scheduled for Feb. 13.

                     8-Month Sale Process

Prior to the Petition Date, the Debtors, the DIP Lenders and
certain bondholders who are part of an informal group represented
by Bracewell & Giuliani LLP, negotiated and entered into a binding
Restructuring Term Sheet, dated Jan. 31, 2012.

The RTS sets certain deadlines and milestones for the sale
process.  Upon the Petition Date the Debtors will immediately
begin the marketing process for the sale of the Debtors assets
(and interests in the Debtors).  The Debtors have agreed in the
RTS to obtain a binding purchase and sale agreement not later than
June 30, 2012.  The Debtors have also agreed to close on such sale
not later than Aug. 30, 2012 (subject to specified extensions in
the event additional time is needed to obtain confirmation of a
plan or obtain other necessary approvals).

LSP anticipates filing a motion to approve sale procedures
necessary to market and sell the Facility, either through a sale
of LSP's assets or through a sale of the equity interests
in one or more of the Debtors.  Because of the highly regulated
nature of LSP's assets and operations, LSP envisions that it will
take at least six to eight months to complete the sale.

               Terms of Restructuring Reached

The RTS sets forth the terms of a financing of up to $20 million
to be provided by Transamerica Life Insurance Company and John
Hancock Life Insurance Company (USA).   Cantor Fitzgerald is the
DIP agent.

The standby delayed draw term loan facility in a maximum aggregate
principal amount of up to $20,000,000.

The outstanding principal amount of the DIP Loans will bear
interest at a rate of 8.160% per annum, payable monthly in arrears
and on the Maturity Date.

The DIP financing will mature Aug. 30, 2012, or earlier if the
sale milestones are not met.


IQOR HOLDINGS: S&P Lowers Corporate Credit Rating to 'B-'
---------------------------------------------------------
Standard & Poor' Ratings Services lowered its corporate credit
rating on credit collections provider iQor Holdings Inc. to 'B-'
from 'B'. The outlook is developing.

"At the same time, we lowered our rating on the first-lien term
loan to 'B-' from 'B' and the second-lien loan to 'CCC' from
'CCC+'," S&P said.

"The downgrade reflects iQor's tight headroom of about 5% under
the leverage covenant in the company's secured term loans," said
Standard & Poor's credit analyst Catherine Cosentino, "and our
expectation that this covenant will remain tight through 2012,
even with recent amendments to the credit facility."
"Specifically, we project that if the company can't increase its
rolling-12-month EBITDA by about 10% over the next few quarters
from the 12-month reported results for the third quarter of 2011,
it may not remain in compliance with the covenant beyond mid-2012,
when it tightens from 4.75x to 4.25x."

"We currently assume some volume growth in 2012, which will
translate into revenue and EBITDA growth; however, the company's
results have been volatile in recent quarters and this contributes
to our view of the risk of a covenant default," S&P said.

"The outlook is developing. We could lower the ratings further if
a near-term covenant default became more likely; for example, if
EBITDA were to remain flat or declined in early 2012 from the
levels reported in recent quarters. Conversely, if the company
addressed the covenant issue through at least year-end 2013 via an
amendment or refinancing, we could raise the ratings by one
notch," S&P said.

"An alternative scenario to an upgrade, but one we consider less
likely, would be if the company experienced substantial growth in
its EBITDA and free operating cash flow such that cushion under
the leverage covenant grew to 15% or greater, including future
step-downs," S&P said.


ISAACSON STRUCTURAL: Wants Until Tomorrow to File Cash Use Motion
-----------------------------------------------------------------
Isaacson Steel, Inc. and Isaacson Structural Steel, Inc., on
Feb. 7, 2012, filed a motion asking the U.S. Bankruptcy Court for
the District of New Hampshire to extend until Feb. 14, 2012, the
time to file motion for continued use of cash collateral.

On Feb. 6, according to the Debtors' case docket, the Court issued
an order granting the Debtors' request for extension of order on
fourth motion for order authorizing use of cash collateral and
provision of adequate protection.

                   About Isaacson Structural Steel

Based in Berlin, New Hampshire, Isaacson Structural Steel, Inc.,
filed for Chapter 11 bankruptcy (Bankr. D. N.H. Case No. 11-12416)
on June 22, 2011.  Bankruptcy Judge J. Michael Deasy presides over
the case.

Isaacson Structural Steel estimated both assets and debts of
$10 million to $50 million.  The petition was signed by Arnold P.
Hanson, Jr., president.

An official committee of unsecured creditors has been appointed in
Isaacson Structural Steel's case.  Nixon Peabody LLP represents
the Committee.

A bankruptcy petition was also filed for Isaacson Steel, Inc.
(Bankr. D. N.H. Case No. 11-12415) on June 22, 2011, estimating
assets and debts of $1 million to $10 million.  The petition was
signed by Arnold P. Hanson, Jr., president.  William S. Gannon,
Esq., also represents Isaacson Steel.


LANCASTER MARITIME: Case Summary & 50 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Lancaster Maritime Corp.
        Trust Company Complex
        Ajeltake Road
        Ajeltake Island
        Majuro, MH 96960
        Marshall Island

Bankruptcy Case No.: 12-22294

Chapter 11 Petition Date: February 7, 2012

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

Judge: Robert D. Drain

Debtor's Counsel: Matthew K. Kelsey, Esq.
                  GIBSON, DUNN & CRUTCHER, LLP
                  200 Park Avenue
                  New York, NY 10166
                  Tel: (212) 351-2615
                  Fax: (212) 351-6351
                  E-mail: mkelsey@gibsondunn.com

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

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

The petition was signed by Ferdinand V. Lepere, executive vice
president and chief financial officer.

Affiliates that simultaneously filed Chapter 11    petitions:

        Debtor                        Case No.
        ------                        --------
Chatham Maritime Corp.                12-22295
Sherwood Shipping Corp.               12-22296

Debtor's List of Its 50 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Chengxi Shipyard                   Trade Debt           $1,612,498
No.1 Hengshan Road
Jiangsu, China

Aboitiz Jiebsen Bulk Transport     Trade Debt           $1,410,630
Corp.
2nd Floor Harbour Center II
Railroad & Chicago Streets Port Area
Manila, Philippines


Lloyd?s Register                   Trade Debt             $610,293
North America, Inc.
P.O. Box 201648
Houston, TX 77216-1648

Secure Maritime Services LLC       Trade Debt             $549,243
P.O. Box 502090
Office 419, City Bay
Business Centre, Abu Hail
Dubai

International Paint                Trade Debt             $506,718
P.O. Box 330
Palos Park, IL 60464

C.F. Sharp Bareboat Corp.          Trade Debt             $411,872
290-292 Casa Rocha Building
General Luna Street
Manila, Philippines

Barwil Unitor Ships Service        Trade Debt             $275,082
P.O. Box 951756
Dallas, TX 75395-1756

Wartsila North America, Inc.       Trade Debt             $272,804
16330 Air Center Boulevard
Houston, TX 77032

Intermodal Shipping                Trade Debt             $270,360
Ground Floor Casa Maritima
651 General Luna Street
Intramuros
Manila, Philippines

Merchant Shipping                  Trade Debt             $268,232
1st Floor, Sharaf Building
P.O. Box 2939
Karama, Dubai, UAE

Kristensons-Petroleum Inc.         Trade Debt             $256,898
128 Brd Street, 2nd Floor
Red Bank, NJ 07701

Turbo Desiel Engineering Corp      Trade Debt             $254,864
Room 1405, Longzhu Plaza
2123 Pudong Avenue
Shanghai, China

IHI Marine Co. Ltd.                Trade Debt             $221,070

Golten?s Korea                     Trade Debt             $206,962

Gugao Marine Service Co            Trade Debt             $199,205

Clipperoil Marine Fuels            Trade Debt             $174,740

Latin American Shipping Agencia    Trade Debt             $162,183

Fuji Trading Co Ltd. ? Kobe        Trade Debt             $159,976

Telemar USA LLC                    Trade Debt             $151,575

Cross Pacific SCL                  Trade Debt             $151,538

Total Lubrifiants                  Trade Debt             $149,003

Boyd Steamship Corp                Trade Debt             $147,875

Navieras Y Consignacions           Trade Debt             $147,363

Seven Seas                         Trade Debt             $147,233

Bongam International Co Ltd        Trade Debt             $142,078

Jiangyin Gowin Marine & Trading    Trade Debt             $140,134

Maylon Ports & Marine Services Ltd Trade Debt             $125,513

Panasia Marine (Tankers) PTE       Trade Debt             $121,752

Alpha Chartering                   Trade Debt             $120,641

Lloyd Sudamericano CA              Trade Debt             $115,129

Top Genius Marine Equipments Co.   Trade Debt             $114,665

National Shipping &                Trade Debt             $111,463
Marine Services

Agencias Maritimas Agental Ltda    Trade Debt             $111,166

Viking Life0saving Equipment       Trade Debt             $110,184

Man Diesel SA-France               Trade Debt             $107,015

Conhira CO Ltd                     Trade Debt             $102,756

Kongs Berg Maritime                Trade Debt             $102,000

Eurochart                          Trade Debt             $100,330

Revelle Shipping Agency Inc        Trade Debt              $91,418

Aicom Ltd                          Trade Debt              $86,138

Logistec                           Trade Debt              $84,834

Golden Sun Marine Service          Trade Debt              $81,610

Ganglong Marine Services           Trade Debt              $79,507

Brokmar                            Trade Debt              $79,032

Van West-Holland B.V.              Trade Debt              $76,941

BBT Tradeships FTL                 Trade Debt              $75,382

RG Shipping International          Trade Debt              $72,863

National Shipping, Dubai           Trade Debt              $71,683

Joachim Grieg Co.                  Trade Debt              $71,310

PI Marine (Asia) PTE               Trade Debt              $71,261


LEVEL 3: Incurs $163 Million Net Loss in Fourth Quarter
-------------------------------------------------------
Level 3 Communications, Inc., reported a net loss of $163 million
on $1.57 billion of revenue for the three months ended Dec. 31,
2011, compared with a net loss of $52 million on $904 million of
revenue for the same period during the prior year.

The Company reported a net loss of $756 million on $4.33 million
of revenue for the year ended Dec. 31, 2011, compared with a net
loss of $622 million on $3.59 billion of revenue during the
previous year.

Level 3's balance sheet at Dec. 31, 2011, showed $13.20 billion in
total assets, $12.01 billion in total liabilities and $1.19
billion in stockholders' equity.

"The company finished 2011 on a strong note, with Level 3 growing
both Core Network Services revenue and Adjusted EBITDA and stable
performance from the Global Crossing standalone business," said
James Crowe, CEO of Level 3.  "In particular, GC Impsat's
results showed strong quarterly and year-over-year growth.  We are
pleased with the progress we made over the course of the year,
significantly expanding the scope of our business through the
acquisition of Global Crossing, reducing leverage and positioning
the company for the future."

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

                        http://is.gd/hOc3jK

                    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.

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.


LPATH INC: Marathon Capital Ceases to Hold 5% Equity Stake
----------------------------------------------------------
Marathon Capital Management, LLC, disclosed in an amended Schedule
13G filing with the U.S. Securities and Exchange Commission that,
as of Feb. 3, 2012, it beneficially owns 2,644,197 shares of
common stock of Lpath Inc. representing less than 5% of the shares
outstanding.  As previously reported by the TCR on Feb. 6, 2012,
Marathon Capital disclosed beneficial ownership of 3,035,197
shares.  A full-text copy of the amended filing is available for
free at http://is.gd/zngZw7

                          About Lpath, Inc.

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

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

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

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


LYMAN LUMBER: Wants to Employ Eau Claire as Realtor
---------------------------------------------------
Lyman Holding Company, et al., seek permission from the U.S.
Bankruptcy Court for the District of Minnesota to employ Eau
Claire Realty, Inc., to represent or assist them in marketing,
locating a buyer for, and negotiating the sale of real property
located at Lot 34, Shorewood Heights, City of Eau Claire,
Wisconsin.

The Debtors agreed to the terms of a listing agreement with
ECR on Jan. 23, 2012.  Under the listing agreement, ECR will
receive a 6% commission from the sale, of which 40% may be paid to
a buyer's agent.  The Debtors have neither incurred nor paid any
fees or expenses to ERC to date.

David F. Suchla, broker/owner/president of Eau Claire Realty,
Inc., attests to the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Court.

                       About Lyman Lumber

Lyman Lumber Company sells building supplies, such as framing
beams, roofing materials, siding and drywall to residential
builders.  The 113-year old company and several affiliates sought
Chapter 11 petition (Bankr. D. Minn. Lead Case No. 11-45190) on
Aug. 4, 2011.  Judge Dennis O'Brien presides over the cases.
Lyman Lumber estimated $50 million to $100 million in assets and
$100 million to $500 million in debts.  The petition was signed by
James E. Hurd, president and chief executive officer.

The affiliates that filed for Chapter 11 are: Lyman Holding
Company; Automated Building Components, Inc.; Building Material
Wholesalers; Carpentry Contractors Corp.; Construction Mortgage
Investors Co.; Lyman Development Co.; Lyman Lumber of Wisconsin,
Inc.; Lyman properties LLC; Mid-America Cedar, Inc.; Woodinville
Lumber, Inc.; and Woodinville Construction Services LLC.

Cynthia A. Moyer, Esq., Douglas W. Kassebaum, Esq., James L.
Baillie, Esq., and Sarah M. Gibbs, Esq., at Fredrikson &
Bryon, P.A., serve as bankruptcy counsel.  BGA Management, LLC
d/b/a Alliance Management, developed and executed a sale process
and marketing strategy for the Debtors' assets.

The Official Committee of Unsecured Creditors of Lyman Lumber
Company tapped Fafinsky, Mark & Johnson, P.A., as its counsel.
Alliance Management is the financial and turnaround consultant.

When they filed for bankruptcy, the Debtors had in hand a term
sheet with SP Asset Management, LLC, a unit of Steel Partners
Holdings L.P., to serve as stalking horse bidder for the assets of
the Debtors.  New York City-based Steel Partners is a diversified
holding company that owns and operates businesses in a variety of
industries.


MAQ MANAGEMENT: Stipulation Approved on Adequate Protection
-----------------------------------------------------------
Judge Erik P. Kimball has approved a second stipulated order under
which MAQ Management, Inc., will continue to pay adequate
protection to First State Bank of Arcadia pursuant to the terms of
the Stipulated Order.

A further hearing on the Motion is scheduled to be heard on
March 1, 2012, at 2:30 p.m.  Arcadia will not seek relief from
stay before March 1, 2012, provided Debtor has not defaulted under
the terms of the Stipulated Order.

                      About MAQ Management

Based in Boca Raton, Florida, MAQ Management, Inc., and three
other affiliates serve as commercial landlords to convenience
stores and gas stations in primarily in South Florida.  They filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Cases No. 11-26571 to
11-26574) on June 15, 2011.  Affiliates that sought Chapter 11
protection are Super Stop Petroleum, Inc., Super Stop Petroleum I,
Inc., and Super Stop Petroleum IV, Inc.  Judge Erik P. Kimball
presides over the case.  MAQ Management estimated assets and
debts of $1 million to $10 million.  Super Stop estimated assets
and debts of $10 million to $50 million.  The petitions were
signed by Mahammad A. Qureshi, CEO.

Richard J. McIntyre, Esq., and Chirstopher C. Todd, Esq., at
McIntyre, Panzarella, Thanasides, Hoffman, Bringgold & Todd, P.L.,
in Tampa, Florida, serve the Debtors as substitute counsel.

The U.S. Trustee announced that until further notice, it will not
appoint a committee of creditors for the Debtors' cases.
stores and gas stations in primarily in South Florida.

As reported in the TCR on Oct. 21, 2011, MAQ Management, Inc., et
al., filed their Consolidated Chapter 11 Plan of Reorganization,
with the U.S. Bankruptcy Court for the Southern District of
Florida, in compliance with the Court's Order.


MAQ MANAGEMENT: Prohibited From Using BB&T's Cash Collateral
------------------------------------------------------------
Judge Erik P. Kimball has granted the motion of Branch Banking and
Trust Company (BB&T) to prohibit MAQ Management, Inc., from using
BB&T's cash collateral.

Judge Kimball orders the Debtors to immediately provide BB&T with
copies of any and all leases that are in effect or have been in
effect since the Petition Date, including any leases between the
Debtors and Super Stop Express and any leases between Super Stop
Express and any other party that in any way relate to any of the
properties upon which BB&T claims a security interest.

In addition, the Debtors will immediately provide BB&T with an
accurate accounting of all funds paid to the Debtors, Super Stop
Express or any other entity pursuant to any lease agreement in any
way associated with any of the properties upon which BB&T claims a
security interest since the Petition Date.

Additionally, Judge Kimball directs the Debtors not to utilize any
cash collateral nunc pro tunc to the Petition Date without further
order of the Court.  This prohibition of the use of cash
collateral will extend to any leases related to all of the
properties upon which BB&T claims a security interest, including
any leases with Super Stop Express, any leases between Super Stop
Express and any third party and any leases between any insiders of
the Debtors and any other parties.

The Debtors will also provide BB&T with monthly segregated DIP
account bank records showing the amount of money deposited into
the DIP accounts for each Debtor related to BB&T's collateral.
Finally, the Debtors will provide monthly rent rolls and an
accounting of all funds collected from any source related to
BB&T's collateral, including but not limited to, any money
collected by Super Stop Express.

As reported in the Troubled Company Reporter on Dec. 14, 201,
secured creditor Branch Banking and Trust Company asks the U.S.
Bankruptcy Court for the Southern District of Florida to:

   1) prohibit MAQ Management, Inc., et al., from using cash
      collateral;

   2) compel the Debtors to comply with the segregation order by
      providing accurate information with respect to the DIP
      accounts; and

   3) require the Debtors to provide BB&T with a monthly
      accounting of all postpetition receipts and disbursements of
      cash collateral for all leases associated with the property.

BB&T relates that the motion is in connection with creditor 1st
National Bank of South Florida's motion to prohibit use of cash
collateral and Wauchula Bank's Ore Tenus motion to segregate cash
collateral.

BB&T is the successor in interest to Colonial Bank by the
acquisition of assets from the Federal Deposit Insurance
Corporation as receiver for Colonial Bank, as successor of
Colonial Bank, N.A., the successor of Palm Beach National Bank
& Trust.  BB&T purchased the loan obligations from the FDIC.

According to BB&T, its cash collateral with respect to the MAQ
Hollywood Property is in jeopardy.  Similarly, BB&T's cash
collateral with respect to the remaining property in which BB&T
has a security interest may also be in jeopardy.

BB&T asserts that the Debtors' failure to collect rent owed by
Super Stop Express for its lease of the MAQ Hollywood Property is
troubling given the Debtors' close relationship with Super Stop
Express.  BB&T relates that the Debtors are intentionally not
pursuing the rent money owed by Super Stop Express because that
money is being used to pay the Debtors' attorney's fees.

Further, BB&T requests that the Court order MAQ to provide BB&T
with monthly reports showing the amount of rent collected from
each tenant for all of the property so that BB&T can track whether
its cash collateral in the MAQ Hollywood Property is protected.
Likewise, the Court must prohibit the use of Super Stop Express
funds to fund the Debtors' legal fees, rather than to pay rent.

                      About MAQ Management

Based in Boca Raton, Florida, MAQ Management, Inc., and three
other affiliates serve as commercial landlords to convenience
stores and gas stations in primarily in South Florida.  They filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Cases No. 11-26571 to
11-26574) on June 15, 2011.  Affiliates that sought Chapter 11
protection are Super Stop Petroleum, Inc., Super Stop Petroleum I,
Inc., and Super Stop Petroleum IV, Inc.  Judge Erik P. Kimball
presides over the case.  MAQ Management estimated assets and
debts of $1 million to $10 million.  Super Stop estimated assets
and debts of $10 million to $50 million.  The petitions were
signed by Mahammad A. Qureshi, CEO.

Richard J. McIntyre, Esq., and Chirstopher C. Todd, Esq., at
McIntyre, Panzarella, Thanasides, Hoffman, Bringgold & Todd, P.L.,
in Tampa, Florida, serve the Debtors as substitute counsel.

The U.S. Trustee announced that until further notice, it will not
appoint a committee of creditors for the Debtors' cases.
stores and gas stations in primarily in South Florida.

As reported in the TCR on Oct. 21, 2011, MAQ Management, Inc., et
al., filed their Consolidated Chapter 11 Plan of Reorganization,
with the U.S. Bankruptcy Court for the Southern District of
Florida, in compliance with the Court's Order.


MAQ MANAGEMENT: Expects to File 'Material Amendments' to Plan
-------------------------------------------------------------
MAQ Management, Inc., asks that the Court enter an order
requesting an additional 30 days to file amendments to the Plan
and Disclosure Statement and extend the deadlines previously
established by the Court's order conditionally approving the
Disclosure Statement.

The Debtors anticipate filing several material amendments to the
Plan as a result of continued negotiations and compromises of
controversies recently reached with most of the Debtors'
significant secured creditors subsequent to the date of filing the
Plan, and the Debtors anticipate that the Disclosure Statement may
need further amendments as well.

As reported in the Troubled Company Reporter on Jan. 5, 2012,
the Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida is scheduled to convene a hearing on
March 1, 2012, at 2:30 p.m., to consider the final approval of
Disclosure Statement, and confirmation of MAQ Management, Inc., et
al.'s Chapter 11 Plan.

The Court also approved this schedule in relation to the Plan
confirmation:

Jan. 31,              -- Deadline for the Debtors to serve the
                         order, Disclosure Statement, Plan and
                         ballot(s)

Feb. 16,              -- Deadline for filing objections to claims
                      -- Deadline for filing fee applications

Feb. 23,              -- Deadline for filing ballots accepting or
                         rejecting Plan

Feb. 27,              -- Deadline for filing objections to
                         confirmation
                      -- Deadline for filing objections to final
                         approval of the Disclosure Statement
                      -- Deadline for filing elections under
                         Section 1111(b) of the Bankruptcy Code
                      -- Deadline for the Debtors to file
                         report of Plan Proponent(s) and
                         confirmation affidavit

                      About MAQ Management

Based in Boca Raton, Florida, MAQ Management, Inc., and three
other affiliates serve as commercial landlords to convenience
stores and gas stations in primarily in South Florida.  They filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Cases No. 11-26571 to
11-26574) on June 15, 2011.  Affiliates that sought Chapter 11
protection are Super Stop Petroleum, Inc., Super Stop Petroleum I,
Inc., and Super Stop Petroleum IV, Inc.  Judge Erik P. Kimball
presides over the case.  MAQ Management estimated assets and
debts of $1 million to $10 million.  Super Stop estimated assets
and debts of $10 million to $50 million.  The petitions were
signed by Mahammad A. Qureshi, CEO.

Richard J. McIntyre, Esq., and Chirstopher C. Todd, Esq., at
McIntyre, Panzarella, Thanasides, Hoffman, Bringgold & Todd, P.L.,
in Tampa, Florida, serve the Debtors as substitute counsel.

The U.S. Trustee announced that until further notice, it will not
appoint a committee of creditors for the Debtors' cases.
stores and gas stations in primarily in South Florida.

As reported in the TCR on Oct. 21, 2011, MAQ Management, Inc., et
al., filed their Consolidated Chapter 11 Plan of Reorganization,
with the U.S. Bankruptcy Court for the Southern District of
Florida, in compliance with the Court's Order.


MARCO POLO: Committee Investigation Period Extended Until Feb. 29
-----------------------------------------------------------------
The Honorable James M. Peck, United States Bankruptcy Judge for
the Southern District of New York has approved the stipulation by
and among the Official Committee of Unsecured Creditors, The Royal
Bank of Scotland PLC, as prepetition and postpetition lender to
the Debtors, and Marco Polo Seatrade B.V., et al., extending the
Committee's investigation period through and including Feb. 29,
2012.

If the Committee files a motion to extend the Investigation Period
in advance of or on Feb. 29, 2012, and the Court cannot hear the
motion by Feb. 29, 2012, the Investigation Period will be extended
through the hearing date on the motion to extend.

The Outside Date of the Investigation Period is extended through
and including April 3, 2012.

The final DIP order entered by the Bankruptcy Court on Nov. 4,
2011, provided the Committee with an initial 60-day investigation
period from Oct. 3, 2011, through and including Dec. 2, 2011,
which may be extended upon agreement in writing by the parties,
without the requirement of a further order of the Court.

On Jan. 4, 2012, the parties agreed to extend the "outside date"
of the Investigation Period to Feb. 1, 2012.

                         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, in New York, 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.

Creditor 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.

Gregory M. Petrick, Esq., Ingrid Bagby, Esq., and Sharon J.
Richardson, Esq., at Cadwalader, Wickersham & Taft LLP, in New
York, represents secured creditor and post-petition lender The
Royal bank of Scotland plc.


MARCO POLO: Wants Plan Exclusivity Period Extended to Feb. 29
-------------------------------------------------------------
Marco Polo Seatrade B.V., et al., ask the U.S. Bankruptcy Court
for the Southern District of New York to extend their exclusive
periods to file and solicit votes on a Chapter 11 plan through and
including Feb. 29, 2012, and April 30, 2012.

The extension of the exclusive periods has the consent of Senior
Lenders RBS and Credit Agricole and Investment Bank, and the
Official Committee of Unsecured Creditors.

In addition, the Debtors seek entry of an ex parte Bridge Order on
or before Feb. 16, 2012, extending the Exclusive Period to file a
plan to and through the Date finally determines the requested
relief herein.  The Debtors requests entry of the Bridge Order
because the Exclusivity Period to file a plan, as established
pursuant to Bankruptcy Code Section 1121(d) and extended twice by
the Court, is set to expire before the Feb. 23, 2012 hearing on
the Motion.  The Objection Deadline is Feb. 16, 2012.

This third extension of the Debtors' Exclusivity Periods is
intended to allow Zolfo Cooper, the financial advisor to the
Senior Lenders, to review and help refine the Debtors' business
forecast so that a Plan of Reorganization can be developed.

                         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, in New York, 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.

Creditor 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.

Gregory M. Petrick, Esq., Ingrid Bagby, Esq., and Sharon J.
Richardson, Esq., at Cadwalader, Wickersham & Taft LLP, in New
York, represents secured creditor and post-petition lender The
Royal bank of Scotland plc.


MARITIME TELECOMMUNICATIONS: S&P Affirms 'B'; Outlook Now Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Miramar, Fla.-based Maritime Telecommunications Network Inc. (MTN)
to positive from stable. The 'B' corporate credit rating on the
company was affirmed.

"At the same time, we revised our recovery rating on the company's
senior secured credit facilities to '1', indicating our
expectation of very high (90% to 100%) recovery for lenders in the
event of a payment default, from '2' (70% to 90% recovery
expectation). We also raised our issue-level rating on the
credit facilities to 'BB-' (two notches higher than the 'B'
corporate credit rating) from 'B+' in accordance with our notching
criteria for a '1' recovery rating. The revision to the recovery
rating reflects improved recovery prospects since the loan
inception due to continued growth in the company's business," S&P
said.

"The outlook revision reflects the company's strong revenue and
EBITDA growth through the first nine months of 2011, which was
better than our expectations," explained Standard & Poor's credit
analyst Allyn Arden.

"During this period, total revenue and EBITDA increased 23% and
22%, respectively, year over year."

"The company benefited from revenue growth across all business
lines, including a 13% increase in the core cruise segment. We
expect these trends to continue and project that, absent a
material acquisition or dividend to shareholders, total leverage
will decline to the mid-4x area by year-end 2012 from about 5x
as of Sept. 30, 2011. As a result, we have changed our financial
risk assessment on the company to 'aggressive' from 'highly
leveraged,'" S&P said.

S&P's outlook revision includes some of the assumptions in 2012:

   An 8% increase in cruise ship revenue due to new installations
   and demand for bandwidth.

   "Double-digit revenue growth in the yacht and government
   segment; we expect the yacht segment, in particular, to benefit
   from new installations and higher pricing," S&P said.

   A more modest 6% increase in revenue from the oil and gas
   business.

   Margins to remain in the 27% to 29% area despite solid revenue
   growth due to rising bandwidth costs and increased
   headcount.

   "Free operating cash flow (FOCF) of at least $15 million, a
   portion of which we expect will be used for debt reduction as
   per the credit agreement. The 'B' rating on MTN continues to
   reflect the company's narrow scope of business, revenue
   concentration among large customers with significant pricing
   power, uncertain longer-term growth prospects from newer
   business lines, and an 'aggressive' financial risk profile.
   Tempering factors include the company's leading niche position
   in providing communications services to the North American
   cruise industry, its stability from long-term contractual
   revenue, and solid free operating cash flow relative to its
   debt burden," S&P said.

MTN provides customized satellite-based communications services to
ocean vessels and offshore oil and gas drilling platforms. The
company focuses on the North American cruise line industry and
serves over 200 cruise ships, which generate approximately 60% of
total revenue. It derives the remaining 40% of its revenue from
the oil and gas, government/military, yacht, and aviation
segments.


MBIA INC: Admits Errors in 2009 Restructuring Filing
----------------------------------------------------
Dietrich Knauth at Bankruptcy Law360 reports that MBIA Inc.
admitted Tuesday that it made financial errors in its 2009
restructuring application with the insurance regulators, saying it
overstated the amount of money that would be available to pay
policyholders -- including banks that have accused the insurer of
a $5.4 billion fraud -- in projected worst-case scenarios.

The Troubled Company Reporter, citing American Bankruptcy
Institute, said on June 24, 2011, that New York's highest court
was asked by Bank of America Corp., UBS AG and other institutions
to reinstate their lawsuit claiming that MBIA's 2009 restructuring
was intended to defraud policyholders.

MBIA was split into two companies in 2009, with National Public
Finance Guarantee, holding onto the company's healthy portfolio of
municipal bond insurance.  The second company, MBIA Insurance,
retains the structured-finance policies that became toxic with the
housing implosion during the great recession.

Headquartered in Armonk, New York, MBIA Inc. (NYSE:MBI) --
http://www.mbia.com/-- provides financial guarantee insurance,
investment management services, and municipal and other services
to public finance and structured finance clients on a global
basis.


MCCLATCHY CO: Posts $42 Million Net Income in Fourth Quarter
------------------------------------------------------------
The McClatchy Company reported net income of $42 million on
$351.43 million of net revenues for the three months ended
Dec. 25, 2011, compared with net income of $14.78 million on
$369.92 million of net revenues for the three months ended
Dec. 26, 2010.

The Company reported net income of $54.38 million on $1.26 billion
of net revenues for the year ended Dec. 25, 2011, compared with
net income of $36.18 million on $1.37 billion of net revenues for
the year ended Dec. 26, 2010.

Commenting on McClatchy's fourth quarter results, Gary Pruitt,
chairman and chief executive officer, said, "We were pleased to
see our advertising revenue results improve in the fourth quarter.
For the first three quarters of 2011 ad revenues were consistently
down in the 10% range compared to a decline of 5.7% in the fourth
quarter.  The improving advertising results were led by retail,
direct marketing and national advertising, and we also posted
strong growth in digital-only advertising.

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

                        http://is.gd/poOcHa

                     About The McClatchy Company

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

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

                           *     *     *

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

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

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


MCCLATCHY CO: BlackRock Discloses 5.7% Equity Stake
---------------------------------------------------
BlackRock, Inc., disclosed in an amended Schedule 13G filing with
the U.S. Securities and Exchange Commission that, as of Dec. 30,
2011, it beneficially owns 3,464,924 shares of common stock of The
McClatchy Company representing 5.72% of the shares outstanding.
As previously reported by the TCR on March 17, 2011, BlackRock
disclosed beneficial ownership of 3,289,711 shares.  A full-text
copy of the amended filing is available at http://is.gd/QmJ4FQ

                    About The McClatchy Company

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

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

                           *     *     *

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

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

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


MCCLATCHY CO: UBS AG Ceases to Hold 5% of Class A Shares
--------------------------------------------------------
UBS AG, directly and on behalf of certain subsidiaries, disclosed
in an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission that, as of Dec. 30, 2011, it beneficially
owns 304,493 shares of Class A common stock of The McClatchy
Company representing .50% of the shares outstanding.  As
previously reported by the TCR on Feb. 8, 2011, UBS AG disclosed
beneficial ownership of 3,304,872 Class A shares.  A full-text
copy of the amended filing is available at http://is.gd/wE5V5m

                    About The McClatchy Company

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

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

                           *     *     *

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

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

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


METAL STORM: Proposes to Issue Ordinary Shares
----------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission, Metal Storm Limited disclosed that it proposes to
issue ordinary shares of the Company:

   (a) 27,777,778 ordinary shares pursuant to a convertible
       security agreement;

   (b) 111,111,111 ordinary shares pursuant to a convertible
       security agreement;

   (c) 111,111,111 ordinary shares pursuant to a subscription
       agreement;

   (d) 111,111,111 ordinary shares pursuant to a convertible
       security agreement;

   (e) 55,555,555 ordinary shares pursuant to a subscription
       agreement;

   (f) 55,555,555 ordinary shares pursuant to a subscription
       agreement;

   (g) 111,111,111 ordinary shares pursuant to a convertible
       security agreement; and

   (h) 122,222,222 ordinary shares pursuant to a subscription
       agreement.

                         About Metal Storm

Headquartered in Darra, Queensland, Australia, Metal Storm Limited
is a defense technology company with offices in Australia and the
United States.  It specializes in the research, design,
development and integration of projectile launching systems
utilizing its "electronically initiated / stacked projectile"
technology for use in the defense, homeland security, law
enforcement and industrial markets.

As reported by the TCR on July 25, 2011, PricewaterhouseCoopers,
in Brisbane, Australia, expressed substantial doubt about Metal
Storm's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations and has a net capital deficiency.

The Company reported a net loss of A$8.94 million on
A$3.35 million of revenue for 2010, compared with a net loss of
A$11.31 million on A$1.11 million of revenue for 2009.

The Company's balance sheet at Dec. 31, 2010, showed
A$2.15 million in total assets, A$20.64 million in total
liabilities, all current, and an equity deficit of
A$18.49 million.


MGM RESORTS: Moody's Says Bank Amendment Credit Positive
--------------------------------------------------------
Moody's Investors Service commented that MGM Resorts
International's (B2, stable) bank amendment proposal is a credit
positive because it will extend at least a portion of the company
$3.5 billion term loans and revolving credit commitments by one
year (to 2015) and lower the LIBOR floor and potentially the
interest margin (if additional collateral is provided) on these
facilities. As a result, MGM will benefit from an increase in free
cash flow due to lower interest expense and lower refinancing risk
in 2014. MGM faces approximately $4.6 billion of maturing debt and
commitments in 2014. If 50% of existing lenders consent to the
amendment, MGM will push about $1.8 billion of those maturities
out one year to 2015.

Moody's upgrade of MGM's Corporate Family and Probability of
Default ratings on November 17, 2011 assumed the company would
continue to execute transactions to improve its liquidity profile.
Therefore, this proposed amendment will not have an immediate
impact on MGM's ratings.

Also, assuming 50% of existing lenders consent to the amendment
and no reduction in margin, Moody's roughly estimates MGM could
reduce interest expense by approximately $20 million -- a small
savings relative to the company's total annual interest burden of
about $1 billion. However, if MGM decides to provide more
collateral to lower the interest margin, the interest cost savings
would increase approximately $20 million for each 1% reduction in
margin.

The proposed amendment includes these terms: 1) a reduction in the
LIBOR floor and potential reduction in the applicable margin, 2)
an extension of the expiration of the revolver and the term loan
maturity from February 21, 2014 to February 23, 2015, and, 3)
includes covenant modifications and other amendments. In exchange
for agreeing to these terms, extending lenders would receive: 1) a
20% reduction in existing revolver and term loan exposures, 2) a
fee of 50 basis points, and 3) additional collateral to be added
over time solely for the benefit of extended loans.


MORGAN'S FOODS: JCP Investment Discloses 12.6% Equity Stake
-----------------------------------------------------------
JCP Investment Partnership, LP, and its affiliates disclosed in a
Schedule 13D filing with the U.S. Securities and Exchange
Commission that, as of Feb. 8, 2012, they beneficially own 368,825
shares of common stock of Morgan's Foods, Inc., representing 12.6%
of the shares outstanding.  A full-text copy of the filing is
available for free at http://is.gd/17FMR1

                        About Morgan's Foods

Cleveland, Ohio-based Morgan's Foods, Inc., which was formed in
1925, operates through wholly-owned subsidiaries KFC restaurants
under franchises from KFC Corporation, Taco Bell restaurants under
franchises from Taco Bell Corporation, Pizza Hut Express
restaurants under licenses from Pizza Hut Corporation and an A&W
restaurant under a license from A&W Restaurants, Inc.

As of May 20, 2011, the Company operates 56 KFC restaurants,
5 Taco Bell restaurants, 10 KFC/Taco Bell "2n1's" under franchises
from KFC Corporation and franchises from Taco Bell Corporation,
3 Taco Bell/Pizza Hut Express "2n1's" under franchises from Taco
Bell Corporation and licenses from Pizza Hut Corporation,
1 KFC/Pizza Hut Express "2n1" under a franchise from KFC
Corporation and a license from Pizza Hut Corporation and 1 KFC/A&W
"2n1" operated under a franchise from KFC Corporation and a
license from A&W Restaurants, Inc.

The Company reported a net loss of $988,000 on $89.9 million of
revenues for the fiscal year ended Feb. 27, 2011, compared with
net income of $396,000 on $90.5 million of revenues for the fiscal
year ended Feb. 28, 2010.

The Company reported a net loss of $567,000 on $58.35 million of
revenue for the 36 weeks ended Nov. 6, 2011, compared with net
income of $684,000 on $65.10 million of revenue for the 36 weeks
ended Nov. 7, 2010.

The Company's balance sheet at Nov. 6, 2011, showed $41.41 million
in total assets, $41.34 million in total liabilities and $68,000
in total shareholders' equity.

Grant Thornton LLP, in Cleveland, Ohio, expressed substantial
doubt about Morgan's Foods' ability to continue as a going
concern.  The independent auditors noted that as of Feb. 27, 2011,
the Company was in default and cross default of certain provisions
of its most significant credit agreements and in default of the
image enhancement requirements under franchise agreements for
certain of its restaurants.


MULTIPLAN INC: Moody's Says B2 CFR Reflects Leverage, Low Growth
----------------------------------------------------------------
Moody's Investors Service released a summary credit opinion on
Multiplan, Inc.

Moody's current ratings on Multiplan, Inc. are:

LT Corporate Family Ratings (domestic currency) ratings of B2

Probability of Default ratings of B2

Senior Secured Bank Credit Facility (domestic currency) ratings of
Ba3

Senior Unsecured (domestic currency) ratings of Caa1

LGD Senior Secured Bank Credit Facility (domestic currency)
ratings of 32 - LGD3

LGD Senior Unsecured (domestic currency) ratings of 86 - LGD5

RATINGS RATIONALE

MultiPlan's B2 Corporate Family Rating reflects the company's
relatively high leverage, history of acquisitions and LBO
transactions, and lack of organic growth within the Primary PPO
network segment.  Further adding pressure to the ratings is the
continuing uncertainty with respect to healthcare reform
implications on insurers. Supporting the ratings are MultiPlan's
successful integration of prior acquisitions, high EBITDA margins,
and the company's scale and covered lives, albeit within a niche
market.

MultiPlan's stable outlook reflects Moody's expectation that free
cash flow will continue to improve in relation to debt, even in an
environment where revenues may be pressured by continued economic
weakness. In addition, Moody's expects the company to continue
deleveraging below 6 times over the next four quarters. That said,
it is unlikely that these improvements will be sufficient to
warrant a higher rating over the next 12-18 months, given its
small size and high leverage.

A rating upgrade is unlikely in the near-term. However, if growth
rates improve, profitability and cash flow are sustainable, and
leverage is permanently reduced below 5.0 times to a level
commensurate with a mid to high "B" range, the ratings could be
upgraded.

The ratings could be downgraded if there is a material contraction
in the level of operating cash flow, such that free cash flow to
debt falls below 5% of adjusted debt on a sustained basis or if
leverage were to permanently remain in the 6.5 times range. The
ratings could also come under pressure if the company were to
pursue additional debt financed acquisitions.

The principal methodology used in rating Multiplan, Inc. (New) 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.


MUNICIPAL MORTGAGE: Francis Gallagher Appointed to Board
--------------------------------------------------------
The Board of Directors of Municipal Mortgage & Equity, LLC,
appointed Francis X. Gallagher as a new director of the Company
effective on Feb. 6, 2012.  Mr. Gallagher will receive
compensation and perquisites in accordance with policies and
procedures previously approved by the Board of Directors for non-
employee directors of the Company.

Mr. Gallagher is a Managing Partner at Charlesmead Advisors LLC,
where he leads investment banking efforts to focused subsectors
within the telecommunications industry, including wireline and
wireless services and internet infrastructure.  From 2005 to 2011,
Mr. Gallagher was a Managing Director at Stifel Nicolaus Weisel,
Incorporated, a leading investment bank, where he managed and led
the Telecommunications Industry Banking Group.  Prior to that, Mr.
Gallagher spent eight years in a variety of positions with Legg
Mason Wood Walker Incorporated, where he was responsible for
investment banking services for a variety of large and small-
capitalization telecommunications companies.  Prior to that, Mr.
Gallagher was a Partner at Venable LLP where he provided mergers
and acquisitions, corporate finance and banking services to a host
of clients.  Mr. Gallagher began his career at the New York-based
law firm of Winthrop, Stimson, Putnam & Roberts (Now Pillsbury
LLP).

                     About Municipal Mortgage

Baltimore, Md.-based Municipal Mortgage & Equity, LLC (Pink
Sheets: MMAB) -- http://www.munimae.com/-- was organized in 1996
as a Delaware limited liability company and is classified as a
partnership for federal income tax purposes.

When the Company became a publicly traded company in 1996, it was
primarily engaged in originating, investing in and servicing tax-
exempt mortgage revenue bonds issued by state and local government
authorities to finance affordable multifamily housing
developments.  Since then, the Company made several acquisitions
that significantly expanded its business.  However, in 2008, due
to the financial crisis, the Company began contracting its
business.

The Company has sold, liquidated or closed down all of its
different businesses except for its bond investing activities and
certain assets and residual interests related to the businesses
and assets that the Company sold due to its liquidity issues.

The Company has a majority position in International Housing
Solutions S.a.r.l., a partnership that was formed to promote and
invest in affordable housing in overseas markets.  In addition, at
Dec. 31, 2010, the Company has an unfunded equity commitment of
$5.1 million, or 2.67% of total committed capital with respect to
its role as the general partner to the South Africa Workforce
Housing Fund SA I ("SA Fund").  The SA Fund was formed to invest
directly or indirectly in housing development projects and housing
sector companies in South Africa.  A portion of the funding of SA
Fund is participating debt provided by the United States Overseas
Private Investment Corporation, a federal government entity, and
the remainder is equity primarily invested by institutional and
large private investors.  The Company expects to continue this
business.

The Company also reported a net loss of $47.59 million on
$73.87 million of total revenue for the nine months ended
Sept. 30, 2011, compared with a net loss of $69.65 million on
$80.05 million of total revenue for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.93 billion in total assets, $1.22 billion in total liabilities
and $707.23 million in total equity.

As reported by the TCR on April 6, 2011, KPMG LLP, in Baltimore,
Maryland, expressed substantial doubt about Municipal Mortgage &
Equity's ability to continue as a going concern.  The independent
auditors noted that the Company has been negatively impacted by
the deterioration of the capital markets and has liquidity issues
which have resulted in the Company having to sell assets,
liquidate collateral positions, post additional collateral, sell
or close different business segments and work with its creditors
to restructure or extend its debt arrangements.

Municipal Mortgage reported a net loss of $72.5 million on
$107.7 million of total revenue for 2010, compared with a net loss
of $380.1 million on $134.8 million of total revenue for 2009.

                         Bankruptcy Warning

The Company's ability to restructure its debt is especially
important with respect to the subordinated debentures.  The
weighted average pay rate on the remaining $196.7 million (unpaid
principal balance) of subordinated debentures was 2.1% at
Sept. 30, 2011.  The Company's pay rates are due to increase in
the first and second quarters of 2012, which will bring the
weighted average pay rate to approximately 8.6%.  The Company does
not currently have the liquidity to meet these increased payments.
In addition, substantially all of the Company's assets are
encumbered, which limits its ability to increase its liquidity by
selling assets or incurring additional indebtedness.  There is
also uncertainty related to the Company's ability to liquidate
non-bond related assets at sufficient amounts to satisfy
associated debt and other obligations and there are a number of
business risks surrounding the Company's bond investing activities
that could impact its ability to generate sufficient cash flow
from the bond portfolio.  These uncertainties could adversely
impact the Company's financial condition or results of operations.
In the event the Company is not successful in restructuring or
settling its remaining non-bond related debt, or in generating
liquidity from the sale of non-bond related assets or if the bond
portfolio net interest income and the common equity distributions
the Company receives from its subsidiaries are substantially
reduced, the Company may have to consider seeking relief through a
bankruptcy filing.


ODYSSEY (IX): Gets Final Approval to Access Cash Collateral
-----------------------------------------------------------
The Hon. Catherine Peek McEwen of the U.S. Bankruptcy Court for
the Middle District of Florida authorized, on a final basis,
Odyssey (IX) DP I, LLC, to use the cash collateral.

The Debtor's access to the cash collateral is subject to the
aggregate of all expenses for each week not exceeding the amount
in the budget by more than 10% for any week on a cumulative basis.

As adequate protection from diminution in value of the lender's
collateral, the Debtor will grant the lender replacement lien
against the Debtor's cash collateral to the same extent, validity,
and priority as existed as of the Petition Date.

The Debtor will also maintain insurance coverage of the
collateral.

The Court also ordered that other than the $7,000 expense
allocated for architectural fees for week ending Feb. 12, 2012,
which the Debtor is allowed to incur, the Debtor will not incur
the expenses in the budget under the line items "Drainage
Remediation" and "Publix Lease Requirements" absent further order
of the Court.  The Court will conduct a further hearing on the
approval of the other expenses in said line items on Feb. 16, at
2:30 p.m., if parties are not able to earlier reach an agreement
regarding the expenses.  If the parties are able to reach an
agreement, they will contact Chambers to cancel the hearing and
will submit an agreed supplemental final order.

As reported in the Troubled Company Reporter on Jan. 3, 2012, as
of the bankruptcy filing date, U.S. Bank N.A. is owed roughly
$15.83 million under a prepetition construction loan.  The Debtor
needs access to cash collateral to fund operating expenses and
administration of the Chapter 11 case.  The Debtor said the bank
may assert a lien on the rents and leases at the Debtor's shopping
center.

                   About Odyssey (IX) DP I LLC

Lakeland, Florida-based Odyssey (IX) DP I LLC, owns the Ocean
Breeze Plaza, a shopping center in Jensen Beach Florida.  Odyssey
(IX) DP I filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 11-22952) on Dec. 16, 2011, after its lender, U.S. Bank N.A.
declared a default on a $16 million construction loan.  Judge
Catherine Peek McEwen presides over the case.  Edward J. Peterson,
III, Esq., at Stichter, Riedel, Blain & Prosser PA, in Tampa,
Florida, serves as the Debtor's counsel.  William Maloney and Bill
Maloney Consulting serves as chief restructuring officer.  The
Debtor disclosed $20,318,253 in assets and $15,911,155 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Robert Madden, president of OC DIP LLC, the Debtor's manager.

Affiliates that previously filed separate Chapter 11 petitions are
Century/AG - Avondale LLC, Odyssey Properties III LLC, Century
(III) DP III LLC, Odyssey (III) DP III LLC, Odyssey (VI)
Commercial DP I LLC, Odyssey (III) DP IX LLC, Odyssey (III) DP III
LLC, and Odyssey DP III LLC.


ODYSSEY (IX): Maloney OK'd as Chief Restructuring Officer
---------------------------------------------------------
The Hon. Catherine Peek McEwen of the U.S. Bankruptcy Court for
the Middle District of Florida authorized Odyssey (IX) DP I, LLC,
to employ Bill Maloney Consulting's William Maloney as chief
restructuring officer nunc pro tunc to petition date.

As reported in the Troubled Company Reporter on Jan. 3, 2012, the
Debtor said Mr. Maloney is "absolutely essential" to the Debtor's
reorganization efforts.  Mr. Maloney currently serves as vice
president for planning for Odyssey Entities LLC, a related entity.
In addition, Mr. Maloney has served as restructuring officer for
Odyssey Properties III LLC and other affiliated entities that
filed for bankruptcy.

Mr. Maloney charges $325 per hour for his services.  The Debtor
won't be responsible for any health or medical benefits for
Mr. Maloney.

Mr. Maloney may be reached at:

          BILL MALONEY CONSULTING
          200 2nd Ave. S. #463
          St. Petersburg, FL 33701
          Tel: (727) 215-4136
          Fax: (813) 200-3321

                   About Odyssey (IX) DP I LLC

Lakeland, Florida-based Odyssey (IX) DP I LLC, owns the Ocean
Breeze Plaza, a shopping center in Jensen Beach Florida.  Odyssey
(IX) DP I filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 11-22952) on Dec. 16, 2011, after its lender, U.S. Bank N.A.
declared a default on a $16 million construction loan.  Judge
Catherine Peek McEwen presides over the case.  Edward J. Peterson,
III, Esq., at Stichter, Riedel, Blain & Prosser PA, in Tampa,
Florida, serves as the Debtor's counsel.  The Debtor disclosed
$20,318,253 in assets and $15,911,155 in liabilities as of the
Chapter 11 filing.  The petition was signed by Robert Madden,
president of OC DIP LLC, the Debtor's manager.

Affiliates that previously filed separate Chapter 11 petitions are
Century/AG - Avondale LLC, Odyssey Properties III LLC, Century
(III) DP III LLC, Odyssey (III) DP III LLC, Odyssey (VI)
Commercial DP I LLC, Odyssey (III) DP IX LLC, Odyssey (III) DP III
LLC, and Odyssey DP III LLC.


ODYSSEY (IX): Files Schedules of Assets and Liabilities
-------------------------------------------------------
Odyssey (IX) DP I, LLC, filed with the U.S. Bankruptcy Court for
the Middle District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $22,196,651
  B. Personal Property              $121,602
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $15,837,988
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $73,167
                                 -----------      -----------
        TOTAL                    $20,318,253      $15,911,155

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

                   About Odyssey (IX) DP I LLC

Lakeland, Florida-based Odyssey (IX) DP I LLC, owns the Ocean
Breeze Plaza, a shopping center in Jensen Beach Florida.  Odyssey
(IX) DP I filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 11-22952) on Dec. 16, 2011, after its lender, U.S. Bank N.A.
declared a default on a $16 million construction loan.  Judge
Catherine Peek McEwen presides over the case.  Edward J. Peterson,
III, Esq., at Stichter, Riedel, Blain & Prosser PA, in Tampa,
Florida, serves as the Debtor's counsel.  William Maloney and Bill
Maloney Consulting serves as chief restructuring officer.  The
petition was signed by Robert Madden, president of OC DIP LLC, the
Debtor's manager.

Affiliates that previously filed separate Chapter 11 petitions are
Century/AG - Avondale LLC, Odyssey Properties III LLC, Century
(III) DP III LLC, Odyssey (III) DP III LLC, Odyssey (VI)
Commercial DP I LLC, Odyssey (III) DP IX LLC, Odyssey (III) DP III
LLC, and Odyssey DP III LLC.


ODYSSEY (IX): Mediation Expected to Be Completed Wednesday
----------------------------------------------------------
The Hon. Catherine Peek McEwen of the U.S. Bankruptcy Court for
the Middle District of Florida ordered Odyssey (IX) DP I, LLC, and
with U.S. Bank National Association to submit to mediation to
resolve all disputes between them.

The Court also appointed Jeffrey W. Warren, Esq., as mediator
entitled to compensation at the mediator's normal hourly rate to
be jointly paid by the parties upon the termination of the
mediation.

The parties were directed to:

   -- furnish a mediation statement to the mediator within 14 days
      from entry of the order or the earlier time as the mediator
      may request; and

   -- attend the mediation with counsel and the individual client
      or corporate client representative with full and absolute
      authority to agree to a mediated settlement, if an impasse
      is reached with respect to the mediation as a result of the
      failure of a party to comply with the requirement, such
      party may be liable for sanctions to include payment of all
      fees incurred by the other parties to the proceeding in
      connection with the mediation.

The Court required the parties to complete the mediation by
Feb. 15, 2012.

Within five days following the conclusion of the mediation, the
mediator will file a mediator's report and completion of mediation
indicating whether the proceeding/ matters settled, was continued
with the consent of the parties, or whether the mediator was
forced to declare an impasse.

                   About Odyssey (IX) DP I LLC

Lakeland, Florida-based Odyssey (IX) DP I LLC, owns the Ocean
Breeze Plaza, a shopping center in Jensen Beach Florida.  Odyssey
(IX) DP I filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 11-22952) on Dec. 16, 2011, after its lender, U.S. Bank N.A.
declared a default on a $16 million construction loan.  Judge
Catherine Peek McEwen presides over the case.  Edward J. Peterson,
III, Esq., at Stichter, Riedel, Blain & Prosser PA, in Tampa,
Florida, serves as the Debtor's counsel.  William Maloney and Bill
Maloney Consulting serves as chief restructuring officer.  The
Debtor disclosed $20,318,253 in assets and $15,911,155 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Robert Madden, president of OC DIP LLC, the Debtor's manager.

Affiliates that previously filed separate Chapter 11 petitions are
Century/AG - Avondale LLC, Odyssey Properties III LLC, Century
(III) DP III LLC, Odyssey (III) DP III LLC, Odyssey (VI)
Commercial DP I LLC, Odyssey (III) DP IX LLC, Odyssey (III) DP III
LLC, and Odyssey DP III LLC.


OPEN RANGE: Wants Case Converted to Chapter 7 Proceeding
--------------------------------------------------------
Greg Avery, reporter at Denver Business Journal, reports that Open
Range Communications has asked a Delaware court to switch its
Chapter 11 reorganization case to a Chapter 7 bankruptcy, saying
it has no realistic chance to rehabilitate the business.

The report relates that the company's filing to switch to
Chapter 7 said that it's unable to reach a settlement with either
of its main funders -- the U.S. Department of Agriculture's Rural
Utilities Service (RUS) and JPMorgan offshoot One Equity Partners
-- and it won't be able to pay Chapter 11 bankruptcy expenses
after Feb. 24, 2012.

                         About Open Range

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

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

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

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

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

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


PACIFIC MONARCH: Baker & McKenzie Okayed as Mexican Tax Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has granted Pacific Monarch Resorts, Inc., et al., permission to
employ Baker & McKenzie Abogados, S.C., as their special counsel
regarding Mexican tax and regulatory law, effective as of Oct. 24,
2011.

As reported in the TCR on Jan 30, 2012, Baker & McKenzie has
provided legal advice and services to the Debtors since February
of 2000.  During the one year period prior to the Petition Date,
Baker & McKenzie received compensation in the aggregate amount of
$234,954 from the Debtors for prepetition services rendered on the
Debtors' behalf.  As of the Petition Date, the Debtors owe Baker
$87,360 for prepetition services.

The firm's current hourly rates range from:

       Principal Partner           $400 - $565
       National Partner            $280 - $350
       Associate                   $170 - $250
       Trainee Lawyer              $100 - $200

To the best of the Debtors' knowledge, Baker & McKenzie does not
represent or hold any interest adverse to the Debtors or the
Debtors' estates with respect to the matters for which it is
sought to be employed.

                      About Pacific Monarch

Pacific Monarch Resorts, Inc., and its affiliated debtors operate
a "timeshare business" business.  The Debtors filed voluntary
Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 11-24720)
on Oct. 24, 2011, disclosing $100 million to $500 million in both
assets and debts.  The affiliated debtors are Vacation Interval
Realty Inc., Vacation Marketing Group Inc., MGV Cabo LLC,
Desarrollo Cabo Azul, S. de R.L. de C.V., and Operadora MGVM S. de
R.L. de C.V.

Based in Laguna Hills, California, Pacific Monarch and its
affiliates generate revenue primarily from the sale and financing
of "vacation ownership points" in a timeshare program commonly
known and marketed as "Monarch Grand Vacations," a multi-location
vacation timeshare program that establishes a uniform plan for the
development, ownership, use and enjoyment of specified resort
accommodations for the benefit of its members.  MGV is a nonprofit
mutual benefit corporation whose members are timeshare owners, and
it is administered by a board of directors elected by MGV members.

As of the Petition Date, MGV owned Resort Accommodations within
these resorts: Palm Canyon Resort (Palm Springs), Riviera Oaks
Resort & Racquet Club (Ramona), Riviera Beach & Spa Resort -
Phases I and II (Dana Point), Riviera Shores Beach (Dana Point),
Cedar Breaks Lodge (Brian Head), Tahoe Seasons Resort (South Lake
Tahoe), Desert Isle of Palm Springs (Palm Springs), the Cancun
Resort (Las Vegas), and the Cabo Azul Resort (Los Cabos, Mexico).
Future Vacation Accommodations are currently in the pre-
development stage in Kona, Hawaii and Las Vegas, Nevada.
Additionally, the Cabo Azul Resort has construction in progress on
two buildings.

The Pacific Monarch entities do not include the entities that
actually own the timeshare properties that have been dedicated to
use by the purchasers of timeshare points.  The trusts that own
the properties are not liable for the Pacific Monarch entities'
obligations.

MGV is not a debtor.

Judge Erithe A. Smith presides over the jointly administered
cases.  Lawyers at Stutman, Treister & Glatt PC, in Los Angeles,
serve as counsel to the Debtors.  The petition was signed by Mark
D. Post, chief executive officer and director.

Houlihan Lokey Capital, Inc., serves as investment baker to the
Debtors.  Raymond J. Gaskill, Esq., represents the Debtors as
special timeshare counsel.  Greenberg, Whitcombe & Takeuchi, LLP,
serves as the Debtors' special counsel for employment and labor
matters.  Lesley, Thomas, Schwarz & Postma, Inc., serves as the
Debtors' tax and vacation ownership points accountants.  White &
Case LLP is the Debtors' special tax counsel.

Attorneys at Brinkman Portillo Ronk, PC, serve as counsel to the
Official Committee of Unsecured Creditors.

Creditor Ikon Financial Services is represented by Christine R.
Etheridge.  Creditor California Bank & Trust is represented in the
case by Michael G. Fletcher at Frandzel Robins Bloom & Csato, L.C.
Marshall F. Goldberg, Esq. at Glass & Goldberg argues for creditor
Fifth Third Bank.  Creditor The Macerich Company is represented by
Brian D. Huben, Esq. at Katten Muchin Rosenman LLP.  Interested
Party DPM Acquisition is represented by Joshua D. Wayser, Esq. at
Katten Muchin Rosenman LLP.


P.H. GLATFELTER: Moody's Raises Corporate Family Rating to 'Ba1'
----------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating
(CFR) and the senior unsecured rating of P. H. Glatfelter Company
(Glatfelter) to Ba1 from Ba2 and changed the company's speculative
liquidity rating to SGL-1 from SGL-2. The upgrade reflects the
company's strong financial performance and Moody's expectations of
the maintenance of strong credit protection metrics. Moody's
estimates that Glatfelter's leverage (adjusted debt to EBITDA)
will be below 2x through mid-2013. The change in the speculative
grade liquidity rating reflects the company's improved financial
flexibility resulting from increased revolver availability,
expectations of continued positive free cash flow generation and
improved headroom under its financial covenants. The rating
outlook is stable.

Upgrades:

   Issuer: P. H. Glatfelter Company

   -- Probability of Default Rating, Upgraded to Ba1 from Ba2

   -- Speculative Grade Liquidity Rating, Upgraded to SGL-1 from
      SGL-2

   -- Corporate Family Rating, Upgraded to Ba1 from Ba2

   -- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba1
      from Ba2

RATINGS RATIONALE

Glatfelter's Ba1 corporate family rating reflects the company's
leading market position in several niche segments of the specialty
paper markets, its geographic diversity and sound credit
protection measures. The rating also reflects Glatfelter's very
good liquidity position and expectations that growth in the
company's composite fibers and air-laid materials segments will
more than offset the earnings decline in the company's paper
business. The rating also considers the company's relatively small
size and its exposure to potential contingencies associated with
environmental issues.

Glatfelter's SGL-1 rating reflects very good liquidity, which is
supported by approximately $38 million of cash (December 2011) and
net availability of approximately $318 million on the company's
committed $350 million multi-currency revolving credit facility
(net of $27 million drawn and $5 million of letter of credit use).
The credit facility matures in November 2016. Moody's estimates
free cash flow of approximately $30 million over the next 12
months with seasonal working capital swings. Covenant issues are
not expected over the near term. Most of the company's assets are
unencumbered and the company's alternative liquidity potential
includes 32,000 acres of timberlands that can be sold to augment
liquidity.

The stable outlook reflects Glatfelter's ability to offset
declining demand in its paper business through growth in its other
businesses or through modest acquisitions. Moody's anticipates
that the company will maintain conservative financial policies and
will not pressure its balance sheet or liquidity position with
excessive dividend payouts, share buy backs or credit unfriendly
acquisitions. An upgrade may be warranted if the company maintains
its strong liquidity position, remains in a position to manage its
environmental issues, and generates sustained normalized (RCF-
CapEx)/TD exceeding 15% and EBITDA margins exceeding 16% . The
ratings may be downgraded should anticipated environmental costs
escalate significantly, or if there is an inability by the company
to offset the secular decline in paper demand such that normalized
(RCF-CapEx)/TD declines below 10% for a sustained period of time.

The principal methodology used in rating Glatfelter was the Global
Paper and Forest Products Industry Methodology, published
September 2009. Other methodologies used include Loss Given
Default for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.

Headquartered in York, Pennsylvania, P. H. Glatfelter Company
(Glatfelter) is a manufacturer of specialty papers and fiber-based
engineered products. LTM December 31, 2011 revenue was $1.6
billion, with about two-thirds of the company's sales generated
from assets located in North America and the balance from
operating assets located in Europe.


PIMA AND TUCSON: Moody's Cuts Series 2007A-2 Note Rating to 'B3'
----------------------------------------------------------------
Moody's Investors Service has downgraded Pima and Tucson County,
AZ Industrial Development Authority Single Family Mortgage Revenue
Subordinate Bonds Series 2007A-2 to B3 from Ba3, and has removed
it from review for downgrade. The rating action affects
approximately $675,000 of outstanding debt and was driven by an
assessment of additional cash flow scenarios on the program and
deteriorating loan portfolio performance.

RATING RATIONALE

Our analysis of several cash flow scenarios indicates the
possibility of revenue shortfalls in approximately 11 years.
Additionally, loan portfolio performance has deteriorated since
October 2011. As of January 3, 2012, the number of current loans
in delinquency or default has increased to 37% from 30%, and the
composition of delinquent loans that are 120 days delinquent --
and therefore have a lower probability of performing -- has
significantly increased. The overall housing market in Tucson, AZ
remains weak, and house prices have declined to near 2001 levels.

The 2007 A-2 subordinate bonds were issued in conjunction with the
2007 A-1 senior bonds. The senior bonds are not affected by this
rating action and are rated Aaa(sf).

WHAT COULD CHANGE THE RATING UP:

* Material improvement in loan portfolio performance, such as non-
  performing (delinquent) loans becoming current

* Inflows of senior surplus which benefit the 2007A-2 subordinate
  bonds in a way that significantly reduces dependability on
  mortgage repayments from the second loan portfolio

WHAT COULD CHANGE THE RATING DOWN:

* Further deterioration of the loan portfolio's performance

* Debt service reserve fund is drawn down, or has a high
  probability that it will be, in order to fulfill debt service
  deficiencies

The principal methodology used in this rating was Moody's Rating
Approach For Single Family, Whole-Loan Housing Programs published
in May 1999.


PINNACLE AIRLINES: Amends Capacity Purchase Pact with United Air
----------------------------------------------------------------
Pinnacle Airlines Corp. and its subsidiary, Colgan Air, Inc.,
entered into an agreement with Continental Airlines, Inc., and
United Air Lines, Inc.: (i) amending the terms of the parties'
Capacity Purchase Agreement dated Feb. 2, 2007, for an interim
period; and (ii) setting forth provisions related to possible
further modifications to and restructuring of the Capacity
Purchase Agreement after such period.  The material terms of the
Interim Agreement include:

   * The term of the Interim Agreement commenced on Feb. 1, 2012,
     and will end on April 2, 2012.

   * During the Term, United will pay certain aircraft ownership
     expenses and increased rates for Colgan's provision of
     regional air services, including services provided by
     Colgan's Saab aircraft under provisions substantially
     identical to the Capacity Purchase Agreement.  Increased
     revenue received from United under the Capacity Purchase
     Agreement is expected to more than offset the lost benefit
     the Company previously negotiated with Export Development
     Canada for deferral of principal and interest payments for
     Q400 aircraft.

   * If the parties do not reach a long term agreement revising
     the relationship of the parties under the Capacity Purchase
     Agreement and their pro-rate agreements beyond the Term, then
     United will have the right, upon notice, to elect to modify
     the number of aircraft Colgan would operate under the
     Capacity Purchase Agreement after expiration of the Term.
     United would continue to pay the increased rates during this
     modification period.

   * The increases in the rates to be paid by United to Colgan
     under the Capacity Purchase Agreement during the Term will be
     structured as an interest-free loan which will be
     automatically forgiven upon expiration of the Term or of the
     modification period, whichever is applicable.

As previously disclosed, the Company is currently executing
initiatives to increase its short-term and long-term liquidity and
reduce costs.  Given the substantial time and resources focused on
these efforts, the Company is still finalizing its financial
results for the quarter and year ended Dec. 31, 2011.  As a
result, the Company does not anticipate releasing fourth quarter
2011 earnings, filing its 2011 Form 10-K, or hosting its quarterly
earnings call until a not yet determined date in March 2012.

                    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.


PMI GROUP: Committee Can Retain Morrison & Foerster as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
the Official Committee of Unsecured Creditors of The PMI Group,
Inc., permission to retain Morrison & Foerster LLP as counsel nunc
pro tunc to Jan. 3, 2012.

As reported in the TCR on Feb. 2, 2012, as bankruptcy counsel,
Morrison & Foerster LLP, will, among others:

   a) advise the Committee in connection with its powers and
      duties under the Bankruptcy Code, the Bankruptcy Rules and
      the Local Rules;

   b) assist and advise the Committee in its consultation with the
      Debtor relative to the administration of the Debtor's case;
      and

   c) attend meeting and negotiate with the representatives of the
      Debtor.

To the best of the Committee's knowledge, information, and belief,
Morrison & Foerster does not hold or represent an interest adverse
to the Debtor's estate, and is a "disinterested person," as that
term is defined in Section 101(14) of the Bankruptcy code and as
used in Section 328(c) of the Bankruptcy Code.

Morrison Foerster's principal attorneys for this representation
and their current rates are:

     Anthony Princi,, Esq.         $975
     Jordan A. Wishnew, Esq.       $680
     James A. Newton, Esq.         $445
     Paraprofessionals          $185 to $360

                         About PMI Group

Del.-based The PMI Group, Inc., is an insurance holding company
whose stock had, until Oct. 21, 2011, been publicly-traded on the
New York Stock Exchange.  Through its principal regulated
subsidiary, PMI Mortgage Insurance Co., and its affiliated
companies, the Debtor provides residential mortgage insurance in
the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.


PMI GROUP: Committee Can Retain Womble Carlyle as Co-Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of The PMI Group,
Inc., permission to retain Womble Carlyle Sandridge & Rice, LLP,
as bankruptcy co-counsel, nunc pro tunc to Jan. 3, 2012.

As reported in the TCR on Feb. 2, 2012, as bankruptcy co-counsel,
Womble Carlyle will, among others:

  (a) assist and advise the Committee in its discussions with the
      Debtor and other parties in interest regarding the overall
      administration of the Debtor's case;

  (b) represent the Committee at hearings to be held before the
      Court and communicating with the Committee regarding the
      matters heard and the issues raised as well as the decisions
      and considerations of the Court; and

  (c) assist and advise the Committee in its examination and
      analysis of the conduct of the Debtor's affairs.

The Committee believes that Womble Carlyle is a disinterested
person, and does not hold or represent an interest adverse to the
Debtor's estate with respect to the matters for which Womble
Carlyle is to be employed, as required by Section 3287(c) of the
Bankruptcy Code.

It is anticipated that the lead Womble Carlyle attorneys who will
represent the Committee and their current rates are:

     Francis A. Monaco, Jr., Esq.        $630
     Kevin J. Mangan, Esq.               $465
     Thomas M. Horan, Esq.               $360
     Paraprofessionals                $110-$225

                         About PMI Group

Del.-based The PMI Group, Inc., is an insurance holding company
whose stock had, until Oct. 21, 2011, been publicly-traded on the
New York Stock Exchange.  Through its principal regulated
subsidiary, PMI Mortgage Insurance Co., and its affiliated
companies, the Debtor provides residential mortgage insurance in
the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.


POTOMAC SUPPLY: Owners Discuss Use of Cash Collateral
-----------------------------------------------------
Amanda Ault at Westmoreland News reports that Potomac Supply's
owners were expected to appear before Judge Douglas Tice of the
U.S. Bankruptcy Court for the Eastern District of Virginia on Feb.
8, 2012, to discuss the use of cash collateral as the Kinsale-
based company attempts to reorganize and emerge from Chapter 11
bankruptcy.

The report says the judge will also consider a request from
Regions Bank to file a confidential statement "under seal."

The report relates that, on Jan. 27, 2012, Judge Tice allowed
Potomac Supply the use of cash collateral on an interim basis.
Potomac Supply planned to use this collateral to aid in its
bankruptcy dealings.  The interim order required a final hearing
on the matter set for Feb. 8, 2012.

According to the report, prior to the judge's interim order,
lawyers for Regions Bank filed an objection to the request,
maintaining that Potomac Supply does not have the assets to
provide for a 20% "equity cushion" that most bankruptcy courts
require a company to have to insure creditors will receive some
compensation.

The report says Regions Bank maintains it warned Potomac in June
2011 that it would need to find a replacement lender, and gave the
company six months to find a new lender or "develop a wind-down
strategy."  The bank maintains that a reorganization "is not
mathematically possible" because Potomac doesn't have enough "non-
core assets" to pay its creditors and then reorganize around its
"core" assets.

The report notes, following the bank's objection to Potomac's use
of cash collateral, the bank's lawyers also filed a motion
requesting to file a statement regarding Potomac Supply's
collateral "under seal."

                    About Potomac Supply Corp.

Kinsale, Virginia-based building-supply manufacturer Potomac
Supply Corporation filed for Chapter 11 bankruptcy (Bankr. E.D.
Va. Case No. 12-30347) on Jan. 20, 2012, estimating assets and
debts of $10 million to $50 million.  Potomac in mid-January
announced it was suspending manufacturing operations in Kinsale
after its lender refused to provide financing without additional
investment.  Judge Douglas O. Tice, Jr. presides over the case.
Patrick J. Potter, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
serves as the Debtor's bankruptcy counsel.  The petition was
signed by William T. Carden, Jr., chief executive officer.


PRM SMITH: Court Approves Benjamin Currence as Litigation Counsel
-----------------------------------------------------------------
The Bankruptcy Court authorized PRM Smith Bay, LLC, to employ
Benjamin A. Currence, Esq., to represent it in a foreclosure
action pending in the U.S. District Court of the Virgin Islands,
Division of St. Thomas and St. John, Case No. 10-00015.

                        About PRM Smith Bay

Chicago, Illinois-based PRM Smith Bay, LLC, aka PRM Smith Bay,
LLP, was formed in May 2004 for the purpose of holding an
undeveloped 7.5 acre parcel of land on St. Thomas in the United
States Virgin Islands known as Cabes Point.  PRM Realty Group,
LLC, is the 100% owner and manager of the Debtor.  The
Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 11-30444) on Jan. 20, 2011.  Gerrit M. Pronske,
Esq., Rakhee V. Patel, Esq., and Melanie P. Goolsby, Esq., at
Pronske & Patel, P.C., in Dallas, serve as the Debtor's bankruptcy
counsel.  In its schedules, the Debtor disclosed $13,031,162 in
assets and $6,781,074 in liabilities as of the petition date.

Affiliates Bon Secour Partners, LLC (Bankr. N.D. Tex. Case No.
09-37580), PRS II, LLC (Bankr. N.D. Tex. Case No. 09-31436), PRM
Realty Group, LLC (Bankr. N.D. Tex. Case No. 10-30241), PMP II,
LLC (Bankr. N.D. Tex. Case No. 10-30252), Maluhia Development
Group, LLC (Bankr. N.D. Tex. Case No. 10-30475), Maluhia One, LLC
(Bankr. N.D. Tex. Case No. 10-30987), Maluhia Eight, LLC (Bankr.
N.D. Tex. Case No. 10-30986), Maluhia Nine, LLC (Bankr. N.D. Tex.
Case No. 10-30988), Long Bay Partners, LLC (Bankr. N.D. Tex. Case
No. 10-35124), PRM Development, LLC (Bankr. N.D. Tex. Case No. 10-
35547), Little Hans Lollik Holdings, LLP (Bankr. N.D. Tex. Case
No. 10-36159), and Hans Lollick Land Company, Limited (Bankr. N.D.
Tex. Case No. 10-36161) filed separate Chapter 11 petitions.


QUANTUM CORP: Capital Research Discloses 7.8% Equity Stake
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Capital Research Global Investors disclosed
that, as of Dec. 30, 2011, it beneficially owns 18,279,499 shares
of common stock of Quantum Corporation representing 7.8% of the
shares outstanding.  As previously reported by the TCR on July 21,
2010, Capital Research disclosed beneficial ownership of
22,442,508 shares.  A full-text copy of the amended filing is
available for free at http://is.gd/s6CPkJ

                         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.


RAYMOND MARC GUILLAUME: Tall Pines Claim Pegged at $10,500
----------------------------------------------------------
Bankruptcy Judge Joel B. Rosenthal estimated Tall Pines LLC's
claim against the bankruptcy estate of Raymond Marc Guillaume, Jr.
d/b/a DWP Translation Services, at $10,500.  Tall Pines filed an
unliquidated, disputed proof of claim for $96,469 (Claim 15-1)
arising from Mr. Guillaume's alleged breach of two contracts for
the purchase of real estate in Georgia.  The Debtor objected to
Claim 15-1.  Three components comprise Claim 15-1 -- a breach of
contract claim for $10,500; a punitive damages claim based on the
Debtor's alleged fraud for $40,500; and attorney's fees claim
related to the alleged fraud claim for $54,469.06.  Judge
Rosenthal said Tall Pines has sufficiently demonstrated the amount
owed on the breach of contract claim is $10,500.  As to the fraud
claim, the Court said Tall Pines has not satisfied its burden to
show fraud or provided sufficient justification for either
punitive damages or attorney's fees.  A copy of the Court's Feb.
8, 2012 Decision and Order is available at http://is.gd/ZuoXID
from Leagle.com.

Raymond Marc Guillaume, Jr., filed a pro se Chapter 11 petition
(Bankr. E.D. N.Y. Case No. 10-51417) on Dec. 6, 2010, listing
under $1 million in assets and debts.


REAL MEX: Creditors Accuse Noteholders of Gamesmanship
------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Real Mex Restaurants
Inc.'s unsecured creditors on Feb. 8 attacked the Debtor's motion
to approve an asset sale to a group of noteholders including
private equity investors, saying the noteholders' conduct will
deprive them of any recovery.

The official committee of unsecured creditors said it has warned
that prepetition noteholders, including Special Value Continuation
Partners LP, Tennenbaum Opportunities Partners V LP and J.P.
Morgan Investment Management Inc., will be able to use protections
granted to Real Mex's debtor-in-possession lender to freeze out
general unsecured creditors.

                         About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to 11-
13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at Milbank, Tweed,
Hadley & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq.,
at Reed Smith LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at
Richards Layton & Finger.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern
LLP.


REAL MEX: Board Approves Bid to Acquire All Assets
--------------------------------------------------
BankruptcyData.com reports that Real Mex Restaurants announced
that its board voted to approve 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 Feb. 10, 2012.  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 Restaurants' chairman and C.E.O., 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."

                          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.


REYNOLDS GROUP: S&P Affirms 'B+' Corporate; Outlook Negative
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Auckland, New Zealand-based Reynolds Group
Holdings Ltd. and its subsidiaries. "The outlook is negative. At
the same time, we assigned our senior unsecured debt rating of 'B-
' (two notches below the corporate credit rating) and recovery
rating of '6' to Reynolds' $1.25 billion 9.875% proposed senior
unsecured notes due August 2019 to be issued under Rule 144A with
registration rights. The '6' recovery rating indicates our
expectation for a negligible (0% to 10%) recovery in the event of
a payment default," S&P said.

"We have also revised our liquidity assessment to 'adequate' from
'less than adequate' (under our criteria) in light of the proposed
refinancing which improves the company's debt maturity profile
(with minimal debt maturities until 2016) and liquidity position,"
S&P said.

"The ratings on Reynolds reflect Standard & Poor's assessment of
the company's business risk profile as 'strong' and financial risk
profile as 'highly leveraged' (as our criteria define the terms),
as well as its status as a market-leading provider of food and
beverage packaging," said Standard & Poor's credit analyst Liley
Mehta.

"Reynolds is owned by Rank Group, a New Zealand-based investment
firm controlled by a single individual. The company has grown
rapidly via debt-financed acquisitions during the past three
years. The company is one of the world's leading and most-
diversified consumer and foodservice packaging providers, with
annual revenues of nearly $14 billion, pro forma for the
acquisition of Graham Packaging Holdings Co. completed in
September 2011 for $4.5 billion. The prevalence of food-related
products lends considerable stability to sales and operating
results even in periods of economic weakness. We expect EBITDA
margins to be close to 20% -- among the highest in the industry,"
S&P said.

"Reynolds will use the net proceeds from the proposed notes
issuance primarily to redeem the Graham Packaging senior notes due
2017 and 2018, Graham Packaging's senior subordinated notes due
2014, and the existing $249 million in Pactiv Corp. (which
Reynolds acquired in November 2010) unsecured notes due 2012.
Besides the debt paydown, Reynolds will maintain remaining
proceeds as cash on the balance sheet to bolster liquidity and for
general corporate purposes. Following completion of the notes
offering and subsequent redemption of all Graham's existing debt,
we expect to withdraw our corporate credit rating on Graham," S&P
said.

"Given its high debt leverage, Reynolds is vulnerable to raw
material cost swings, particularly in plastic resin and aluminum.
It's also subject to seasonal working capital variations, with
sales typically higher in the warmer months. Although management
has a good track record of achieving targeted cost reductions and
reducing debt somewhat following past acquisitions, the Pactiv
and Graham transactions are much larger than the other
acquisitions, and the company needs to gradually improve operating
results or reduce debt to improve credit quality in line with the
ratings. We believe Reynolds should be able to obtain the
approximately $400 million of targeted synergies and other cost
reductions associated with both of these acquisitions and the
smaller acquisition of Dopaco Inc. in May 2011," S&P said.

"Synergy realization, together with modest earnings growth or debt
reduction, should bring credit measures to appropriate levels so
that total adjusted debt to EBITDA is about 6x. Pro forma for the
proposed notes issuance, we estimate total adjusted debt to be
about $18.5 billion including about $800 million of tax-effected
postretirement liabilities and capitalized operating leases. As
of Sept. 30, 2011, we estimate total adjusted debt to trailing-12-
month EBITDA at about 7.5x pro forma for all recent acquisitions
before unrealized synergies," S&P said.

"The outlook is negative. Pro forma for the Graham acquisition,
adjusted debt to EBITDA is considerably greater than the 6x we
consider consistent with the rating. We could lower the ratings if
Reynolds does not achieve the targeted benefits from the Pactiv
and Graham acquisitions, has unexpected difficulty integrating
acquired operations, or does not consistently generate positive
free operating cash flow," S&P said.

"For us to consider a downgrade, EBITDA margins would have to
deteriorate to about 17% on flat sales during 2012, based on our
view of the company's pro forma adjusted debt levels," Ms. Mehta
continued. "Cash flow could weaken to less than we currently
anticipate if deteriorating economic conditions cause a
significant slowdown in consumer spending or the company
experiences heightened competition in any of its businesses. We
would also consider a downgrade if liquidity erodes significantly,
or if raw material prices rise so sharply that the company is
unable to pass on its higher costs to customers, or if it were in
danger of violating financial covenants. We could also lower the
ratings if the company undertakes another large, debt-financed
acquisition. Reynolds' current very aggressive financial policies
make an upgrade unlikely at this time."


RIDGE PARK: Stipulation for Continued Cash Collateral Use OK'd
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a stipulation authorizing Ridge Parks Office LLC to use
the cash collateral in which CSMC 2006-C5 Better World Limited
Partnership asserts a security interest.

As reported in the Troubled Company Reporter on Jan. 3, 2012, CSMC
is the current owner and holder of the prepetition loan made to
the Debtor in the original principal amount of $11,250.

The stipulation entered between the Debtor and CSMC provides that,
among other things:

   -- CSMC consents to the Debtor's use of cash collateral until
      Feb. 29, 2012;

   -- the Debtor is authorized to deviate from the figures in the
      Budget by up to 15% per month on a line item basis only;

   -- CSMC will receive a replacement lien on all existing and
      hereafter acquired property and assets of the Debtor, a
      senior in priority to all liens and security interests; and

   -- the Debtor will deposit any and all cash collateral of CSMC
      in a segregated debtor-in-possession account and will not
      commingle any cash collateral of CSMC with any other funds
      of the Debtor.

                     About Ridge Park Office

Temecula, California-based Ridge Park Office, LLC, filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-33683) on
July 22, 2011.  The petition was signed by Paul Garrett, president
of Redhawk Communities, Inc.  Ron Bender, Esq., and Krikor J.
Meshefejian, Esq., at Levene, Neale, Bender, Yoo & Brill LLP, in
Los Angeles, Calif., represent the Debtor as counsel.

Ridge Park affiliates that have separately filed Chapter 11
petitions are: RCI Regional Grove, LLC (Case No. 11-22055) filed
on April 12, 2011; Diaz Road Properties, LLC (Case No. 11-28473)
and RCI Rio Nedo, LLC (Case No. 11-28470) both filed on June 6,
2011; and Woods Canyon Associates L.P. (Case No. 11-32418) filed
on July 11, 2011.   The Ridge Park case was originally assigned to
Judge Catherine E. Bauer but was later moved to Judge Scott C.
Clarkson, who oversees the affiliates' cases.

Prepetition lender CSMC 2006-C5 Better World Limited Partnership
is represented by H. Mark Mersel, Esq., at Bryan Cave LLP.  The
Debtor disclosed liabilities of $11,254,887.


ROCKWOOD SPECIALTIES: S&P Raises Corp. Credit Rating to 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit rating, on Princeton, N.J.-based specialty
chemicals producer Rockwood Specialties Group Inc. (Rockwood) to
'BB+' from 'BB'.

"At the same time, we assigned our 'BBB-' issue rating with a
recovery rating of '2', indicating our expectation for a
substantial recovery (70% to 90%) in the event of a payment
default, to Rockwood's proposed $350 million first-lien senior
secured term loan A. We also revised our recovery rating on the
company's existing senior secured debt to '2' from '1'. Our issue-
level rating on existing senior secured debt remains at 'BBB-'.
The outlook is stable," S&P said.

"We have also raised our issue rating on Rockwood's existing
subordinated debt to 'BB-' from 'B+', and maintained the recovery
rating at '6', indicating our expectations for a negligible
recovery (0% to 10%) in the event of a payment default. We will
withdraw our ratings on the subordinated debt following the
close of the transaction and the expected repayment of this debt
utilizing proceeds from the proposed term loan and cash on the
balance sheet," S&P said.

"The rating actions reflect improvements in Rockwood's leverage-
related pro forma credit metrics and our expectation that
Rockwood's satisfactory business profile and prudent financial
policy will sustain credit metrics at levels appropriate for the
ratings," said Standard & Poor's credit analyst Paul Kurias.

"The company's key ratio of funds from operations (FFO) to total
debt was nearly 29% as of Sept. 30, 2011 -- an improvement from
18% a year earlier. The improvement reflects the reduction in debt
and strengthening of EBITDA and cash flow generation, which we
believe is sustainable. We expect this ratio to remain within our
range of expectations of 25% to 30% at the current rating, or
higher. Pro forma for the proposed transaction and the debt
repayment, we expect FFO to total debt to strengthen to above 30%,
providing the company with some cushion at the rating for
potential modest increases in debt or potential operating weakness
in its key overseas markets including Europe. We expect Rockwood
will continue to prudently use debt and maintain leverage at
appropriate levels after factoring in growth initiatives and any
potential shareholder rewards. We believe that the strength in the
company's business profile could offset potential risks from
slowing economic growth in its European markets including Germany,
its largest market. In our base case scenario forecasts, we
anticipate that Rockwood's portfolio of specialty businesses will
continue to grow at a rate above GDP growth in its markets,
and for EBITDA margins to remain above 20%. Its last-12-month
EBITDA margin as of Sept. 30, 2011, was nearly 24%," S&P said.

"The ratings on Rockwood reflect our assessment of the company's
financial risk
profile as 'significant' and business risk profile as
'satisfactory'. Our assessment of Rockwood's financial risk
profile includes an expectation for a continuation of moderate
financial policies that support improved leverage metrics. We
expect total adjusted debt pro forma for the proposed transaction
to be approximately $1.9 billion, a significant reduction from
$2.5 billion a year ago and $2.8 billion two years ago. We adjust
debt to include unfunded employee benefit obligations and
capitalized operating leases. We expect the company will remain
prudent in its use of debt and that its leverage, after factoring
in growth initiatives and any potential shareholder rewards, will
remain at appropriate levels," S&P said.

"The stable outlook reflects our expectations that Rockwood will
be able to maintain its elevated EBITDA levels even in a scenario
of slowing economic growth in key markets. Our base-case economic
forecast is for very modest growth rates of about 0.6% in Germany,
where the company generates more than half its revenue and for
zero growth in the Eurozone. Still, we expect Rockwood will
continue its recent trend of growth at rates well above GDP
rates in its markets as it benefits from a portfolio of specialty
businesses, some of which have growth drivers that are not linked
to GDP growth. Importantly, we assume management will support
credit quality," S&P said.

"At the current ratings, we do not anticipate any significant
improvement in credit quality, and it's unlikely that we would
raise the ratings over the next year," Mr. Kurias continued. "We
could lower ratings if debt levels unexpectedly increased and if
revenue or earnings and cash flow unexpectedly declined by levels
exceeding the 10% decline considered in our downside scenario, so
that FFO to total debt weakened to below 20% with no prospect of
immediate recovery."


SEALY CORP: Franklin Resources Ceases to Hold 5% Equity Stake
-------------------------------------------------------------
Franklin Resources, Inc., and its affiliates disclosed in an
amended Schedule 13G filing with the U.S. Securities and Exchange
Commission that they beneficially own 3,655,420 shares of common
stock of Sealy Corporation representing 3.6% of the shares
outstanding.  As previously reported by the TCR on Feb. 11, 2010,
Franklin Resources disclosed beneficial ownership of 7,884,645
shares.  A full-text copy of the amended filing is available for
free at http://is.gd/2qCAMl

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

The Company reported a net loss of $9.88 million on $1.23 billion
of sales for the 12 months ended Nov. 27, 2011, compared with a
net loss of $13.74 million on $1.21 billion of net sales during
the prior year.

The Company reported a net loss of $15.20 million on
$269.25 million of net sales for the three months ended Nov. 27,
2011, compared with a net loss of $4.48 million on $296.55 million
of net sales for the same period a year ago.

The Company's balance sheet as of Nov. 27, 2011, showed
$919.19 million in total assets, $999.75 million in total
liabilities, and a $80.56 million stockholders' deficit.

                          *     *      *

Sealy carries 'B' local and issuer credit ratings from Standard &
Poor's.


SEARCHMEDIA HOLDINGS: Has Direct Control of Subsidiaries
--------------------------------------------------------
SearchMedia Holdings Limited has direct equity control of its
subsidiaries and has terminated its Variable Interest Equity
structure.

The Company believes that having full equity and operational
control of subsidiaries is more advantageous to the Company and
its shareholders since the Company's subsidiary Ad-Icon Company
Limited now meets the various regulatory requirements under
Chinese law necessary for direct operation in the media industry.

Mr. Wilfred Chow, Chief Financial Officer of SearchMedia,
commented, "We are pleased to have terminated our VIE structure as
we now have direct equity control of our subsidiaries.  The VIE
structure has come under significant scrutiny recently in China
and carries with it many of the operational risks outlined in our
public filings.  In addition to elimination of these uncertainties
and added transparency, the termination of our VIE structure will
eliminate certain liabilities of the Company and reduce certain
ongoing expenses."

                     Plan of Merger Amendment

SearchMedia Holdings Limited, Earl Yen, the representative for
China Seed Ventures, L.P., and Qinying Liu, the management
shareholder representative, entered into the Fifth Amendment
to the Agreement and Plan of Merger, Conversion and Share
Exchange, dated as of March 31, 2009, as amended.  The sole
purpose of the Amendment was to delete in its entirety
Section 12.4 of the Agreement and Plan of Merger pertaining to the
composition of the Board of Directors of the Company.

                         About SearchMedia

SearchMedia is a leading nationwide multi-platform media company
and one of the largest operators of integrated outdoor billboard
and in-elevator advertising networks in China.  SearchMedia
operates a network of high-impact billboards and one of China's
largest networks of in-elevator advertisement panels in 50 cities
throughout China.  Additionally, SearchMedia operates a network of
large-format light boxes in concourses of eleven major subway
lines in Shanghai.  SearchMedia's core outdoor billboard and in-
elevator platforms are complemented by its subway advertising
platform, which together enable it to provide a multi-platform,
"one-stop shop" services for its local, national and international
advertising clients.

Marcum Bernstein & Pinchuk LLP, in New York, expressed substantial
doubt about SearchMedia Holdings' ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring net losses from operations and has a working
capital deficiency.

The Company reported a net loss of $46.6 million on $49.0 million
of revenues for 2010, compared with a net loss of $22.6 million on
$37.7 million of revenues for 2009.


SEJWAD HOTELS: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Sejwad Hotels & Development, LLC
        11645 Artesia Boulevard
        Artesia, CA 90701

Bankruptcy Case No.: 12-14521

Chapter 11 Petition Date: February 8, 2012

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

Judge: Julia W. Brand

Debtor's Counsel: Michael G. Spector, Esq.
                  LAW OFFICES OF MICHAEL G. SPECTOR
                  2677 N. Main Street, Suite 800
                  Santa Ana, CA 92705
                  Tel: (714) 835-3130
                  Fax: (714) 558-7435
                  E-mail: mgspector@aol.com

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

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

The petition was signed by Ashvin Patel, managing member.

Debtor's List of Its Seven Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Patel, Shila                       Loan                   $271,000
240 White Cap Lane
Newport Coast, CA 92657

Patel, Ashvin                      Loan                   $120,000
17209 Ibex Avenue
Cerritos, CA 90703

Seade, John                        Broker?s Commission     $29,000
12025 South Street
Artesia, CA 90701

Gandhi & Lang                      Attorney Service         $3,000

Martins-Moonstone Landscape        Gardening Services       $2,055
Services, Inc.

AEI Consultants                    Services Rendered        $1,900

Advanced Aquatic Tech., Inc.       Services Rendered        $1,800


SINCLAIR BROADCAST: Posts $23.2-Mil. Net Income in 4th Quarter
--------------------------------------------------------------
Sinclair Broadcast Group, Inc., reported net income of
$23.24 million on $212.77 million of total revenues for the three
months ended Dec. 31, 2011, compared with net income of
$32.95 million on $225.66 million of total revenues for the same
period a year ago.

The Company reported net income of $76.17 million on
$765.28 million of total revenues for the twelve months ended
Dec. 31, 2011, compared with net income of $75.04 million on
$767.64 million of total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $1.57 billion
in total assets, $1.68 billion in total liabilities and a
$111.36 million total stockholders' deficit.

"We ended 2011 on a strong note with core broadcast revenues
growing, and our largest advertising category, automotive, up
almost 12% in the fourth quarter as compared to the same period in
2010," commented David Smith, President and CEO of Sinclair.  "As
we look ahead to 2012, our outlook is for continued ad spending
growth by the automotive industry, as well as an increase in
political advertising in this presidential election year.  In
addition, we expect the market for television station transactions
to remain active and intend on evaluating potential transactions
as they arise."

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

                       http://is.gd/s6w9mx

                     About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Hunt Valley, Md.-
based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from
'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

Moody's raised its ratings for Sinclair Broadcast Group, Inc., and
subsidiary Sinclair Television Group, Inc., including the
Corporate Family Rating and Probability-of-Default Rating, each to
Ba3 from B1, and the ratings for individual debt instruments,
concluding its review for possible upgrade as initiated on
Aug. 5, 2010.  Moody's also assigned a B2 (LGD 5, 87%) rating to
the proposed $250 million issuance of Senior Unsecured Notes due
2018 by STG.  The Speculative Grade Liquidity Rating remains
unchanged at SGL-2.  The rating outlook is now stable.

As reported by the Troubled Company Reporter on Feb. 24, 2011,
Standard & Poor's Ratings Services raised its corporate credit
rating on Hunt Valley, Md.-based TV broadcaster Sinclair Broadcast
Group Inc. to 'BB-' from 'B+'.  The rating outlook is stable.

"The 'BB-' rating on Sinclair reflects S&P's expectation that the
company could keep its lease-adjusted debt to EBITDA below
historical levels throughout the election cycle, absent a reversal
of economic growth, meaningful debt-financed acquisitions, or
significant shareholder-favoring measures," explained Standard &
Poor's credit analyst Deborah Kinzer.


SINCLAIR BROADCAST: Vanguard Group Discloses 6.3% Equity Stake
--------------------------------------------------------------
The Vanguard Group, Inc., disclosed in an amended Schedule 13G
filing with the U.S. Securities and Exchange Commission that, as
of Dec. 31, 2011, it beneficially owns 3,310,659 shares of common
stock of Sinclair Broadcast Group Inc. representing 6.36% of the
shares outstanding.  A full-text copy of the filing is available
for free at http://is.gd/IJI0vC

                      About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

The Company reported net income of $76.17 million on $765.28
million of total revenues for the twelve months ended Dec. 31,
2011, compared with net income of $75.04 million on $767.64
million of total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $1.57 billion
in total assets, $1.68 billion in total liabilities and a $111.36
million total stockholders' deficit.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Hunt Valley, Md.-
based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from
'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

Moody's raised its ratings for Sinclair Broadcast Group, Inc., and
subsidiary Sinclair Television Group, Inc., including the
Corporate Family Rating and Probability-of-Default Rating, each to
Ba3 from B1, and the ratings for individual debt instruments,
concluding its review for possible upgrade as initiated on
Aug. 5, 2010.  Moody's also assigned a B2 (LGD 5, 87%) rating to
the proposed $250 million issuance of Senior Unsecured Notes due
2018 by STG.  The Speculative Grade Liquidity Rating remains
unchanged at SGL-2.  The rating outlook is now stable.

As reported by the Troubled Company Reporter on Feb. 24, 2011,
Standard & Poor's Ratings Services raised its corporate credit
rating on Hunt Valley, Md.-based TV broadcaster Sinclair Broadcast
Group Inc. to 'BB-' from 'B+'.  The rating outlook is stable.

"The 'BB-' rating on Sinclair reflects S&P's expectation that the
company could keep its lease-adjusted debt to EBITDA below
historical levels throughout the election cycle, absent a reversal
of economic growth, meaningful debt-financed acquisitions, or
significant shareholder-favoring measures," explained Standard &
Poor's credit analyst Deborah Kinzer.


SINCLAIR BROADCAST: BlackRock Discloses 5.2% Equity Stake
---------------------------------------------------------
BlackRock, Inc., revealed in an amended Schedule 13G filing with
the U.S. Securities and Exchange Commission that, as of Dec. 31
2011, it beneficially owns 2,691,274 shares of common stock of
Sinclair Broadcast Group Inc. representing 5.17% of the shares
outstanding.  As previously reported by the TCR on Feb. 4, 2010,
BlackRock disclosed beneficial ownership of 2,832,560 shares.  A
full-text copy of the amended filing is available for free at:

                        http://is.gd/nHXDz3

                     About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

The Company reported net income of $76.17 million on $765.28
million of total revenues for the twelve months ended Dec. 31,
2011, compared with net income of $75.04 million on $767.64
million of total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $1.57 billion
in total assets, $1.68 billion in total liabilities and a $111.36
million total stockholders' deficit.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Hunt Valley, Md.-
based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from
'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

Moody's raised its ratings for Sinclair Broadcast Group, Inc., and
subsidiary Sinclair Television Group, Inc., including the
Corporate Family Rating and Probability-of-Default Rating, each to
Ba3 from B1, and the ratings for individual debt instruments,
concluding its review for possible upgrade as initiated on
Aug. 5, 2010.  Moody's also assigned a B2 (LGD 5, 87%) rating to
the proposed $250 million issuance of Senior Unsecured Notes due
2018 by STG.  The Speculative Grade Liquidity Rating remains
unchanged at SGL-2.  The rating outlook is now stable.

As reported by the Troubled Company Reporter on Feb. 24, 2011,
Standard & Poor's Ratings Services raised its corporate credit
rating on Hunt Valley, Md.-based TV broadcaster Sinclair Broadcast
Group Inc. to 'BB-' from 'B+'.  The rating outlook is stable.

"The 'BB-' rating on Sinclair reflects S&P's expectation that the
company could keep its lease-adjusted debt to EBITDA below
historical levels throughout the election cycle, absent a reversal
of economic growth, meaningful debt-financed acquisitions, or
significant shareholder-favoring measures," explained Standard &
Poor's credit analyst Deborah Kinzer.


SINCLAIR BROADCAST: LSV Asset Holds 5.4% of Class A Shares
----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, LSV Asset Management disclosed that, as of Dec. 31,
2011, it beneficially owns 2,849,885 shares of Class A common
stock of Sinclair Broadcast Group, Inc., representing 5.478% of
the shares outstanding.  A full-text copy of the filing is
available for free at http://is.gd/mXsZ1U

                       About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

The Company reported net income of $76.17 million on $765.28
million of total revenues for the twelve months ended Dec. 31,
2011, compared with net income of $75.04 million on $767.64
million of total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $1.57 billion
in total assets, $1.68 billion in total liabilities and a $111.36
million total stockholders' deficit.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Hunt Valley, Md.-
based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from
'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

Moody's raised its ratings for Sinclair Broadcast Group, Inc., and
subsidiary Sinclair Television Group, Inc., including the
Corporate Family Rating and Probability-of-Default Rating, each to
Ba3 from B1, and the ratings for individual debt instruments,
concluding its review for possible upgrade as initiated on
Aug. 5, 2010.  Moody's also assigned a B2 (LGD 5, 87%) rating to
the proposed $250 million issuance of Senior Unsecured Notes due
2018 by STG.  The Speculative Grade Liquidity Rating remains
unchanged at SGL-2.  The rating outlook is now stable.

As reported by the Troubled Company Reporter on Feb. 24, 2011,
Standard & Poor's Ratings Services raised its corporate credit
rating on Hunt Valley, Md.-based TV broadcaster Sinclair Broadcast
Group Inc. to 'BB-' from 'B+'.  The rating outlook is stable.

"The 'BB-' rating on Sinclair reflects S&P's expectation that the
company could keep its lease-adjusted debt to EBITDA below
historical levels throughout the election cycle, absent a reversal
of economic growth, meaningful debt-financed acquisitions, or
significant shareholder-favoring measures," explained Standard &
Poor's credit analyst Deborah Kinzer.


SK FOODS: 9th Cir. Rules on Bid to Retrieve Seized Docs
-------------------------------------------------------
The U.S. Court of Appeals for the Ninth Circuit affirmed the
dismissal of an appeal launched over an attempt to retrieve
documents in the debtor's possession, saying all issues on appeal
involve interlocutory orders.  "[W]e dismiss for lack of
jurisdiction," the Ninth Circuit said.

SK Foods permitted SS Farms LLC, SSC Farming LLC, SSC Farms I,
LLC, SSC Farms II LLC, and Scott Salyer to store financial,
business, estate planning, and other documents on its premises.
Some of the documents were physically stored on site; others were
stored in a combined computer system run by SK Foods personnel.
In April 2008, the United States Department of Justice Antitrust
Division and other government agencies raided the premises of SK
Foods, seized "an enormous volume of records and copied many other
documents and computers." The raid was followed by a federal grand
jury investigation and criminal informations charging current and
former employees of SK Foods with fraud, bribery and other
offenses.

More than a year later, SK Foods filed for Chapter 11 bankruptcy.
Bradley Sharp was appointed as trustee of the debtor's estate, and
he took possession of all records located on its premises,
including documents and electronic files belonging to SS Farms et
al. Upon discovering that the trustee had taken possession of
their documents, SS Farms et al. demanded return of the original
documents without further review. The trustee refused, stating
that possession and review of the documents were attendant to the
discharge of his duties.

SS Farms et al. filed a motion to remove the trustee and
disqualify his counsel on the grounds that the seizure and
continued possession of their documents violated the Fourth
Amendment and various state laws. On the same grounds, the motion
also requested a protective order requiring the return of their
documents. The trustee filed a countermotion requesting an order
confirming his authority to continue to possess and review the
documents.

The bankruptcy court held oral argument on three issues: (1)
removal of the trustee; (2) disqualification of the trustee's
counsel; and (3) the trustee's continued possession of SS Farms et
al.'s documents. It then denied SS Farms et al.'s motion and
granted the trustee's counter-motion.  SS Farms et al. appealed to
the district court, which affirmed the bankruptcy court on all
issues.

A copy of the Ninth Circuit's Feb. 9 Opinion is available at
http://is.gd/D0CZowfrom Leagle.com.

The appellate panel consists of Chief Judge Alex Kozinski, Circuit
Judge Carlos T. Bea,  and Senior District Judge Robert W.
Gettleman of the U.S. District Court for the Northern District of
Illinois, sitting by designation.  Judge Bea wrote the opinion.

Kelly A. Woodruff, Esq. -- kwoodruff@fbm.com -- at Farella Braun &
Martel LLP, in San Francisco, argues for SS Farms et al.

Malcolm S. Segal, Esq., James R. Kirby II, Esq., and James P.
Mayo, Esq. -- firm@segalandkirby.com -- at Segal & Kirby LLP, in
Sacramento, represent Scott Salyer.

The Law Office of Larry J. Lichtenegger also represent SS Farms,
LLC, SSC Farming, LLC, SSC Farms I, LLC and SSC Farms II, LLC.


SOUTHERN OAKS: Quail Creek Bank Wants Pre-Bankruptcy Merger Probed
------------------------------------------------------------------
Quail Creek Bank is objecting to the request of Southern Oaks of
Oklahoma, LLC, to use the bank's cash collateral.  QCB wants the
Debtor to segregate the rental income from the properties.  QCB
said it has not had time to analyze its overall collateral
position, the effect of the Debtor's pre-bankruptcy substantive
consolidation and other matters.

Southern Oaks is seeking Bankruptcy Court permission to use cash
collateral and provide adequate protection to secured creditors,
including InterBank, formerly know as Union Bank and Rose Rock
Bank, QCB, Kirkpatrick Bank, Suntrust Mortgage, Inc., and Onewest
Bank FSB, formerly IndyMac, as a result of loans to the Debtor.

The Debtor wants to use the Collateral to pay expenses in
accordance with a proposed 3-month budget through April 2012.

Southern Oaks owns a 126-unit apartment complex in south Oklahoma
City, 115 single family residences, 10 residential duplexes and 4
commercial properties in the Oklahoma City Metro area and a 100
unit apartment complex in Pryor, Oklahoma.

Southern Oaks operates the non-apartment Properties by and through
an affiliate property management company, Houses For Rent of OKC,
LLC, who advertises, leases, collects rents, pays expenses,
provides equipment, labor and materials for maintenance, repairs
and make ready services.

HFR has agreed to continue such services but to maintain the
Debtor's rents and income in a separate DIP account and to
separately account for each secured creditor's cash collateral.
For these services, HFR is compensated 20% of rents allocated as
14% for wages, maintenance and overhead and 6% management fee.

On Jan. 12 and 27, 2012, the Debtor's ownership and operation of
the Properties was consolidated by the merger of various affiliate
entities with the Debtor being the surviving entity.  Those
entities are:

     * Southern Oaks Of Oklahoma, LLC;
     * Quail 12, LLC;
     * Quail 13, LLC;
     * 1609 N.W. 47th, LLC;
     * 2233 S.W. 29th, LLC
     * 400 S.W. 28th, LLC;
     * South Robinson, LLC;
     * 9 on S.E. 27th, LLC;
     * Southside 10, LLC;
     * QCB 08, LLC; and
     * Prairie Village of Oklahoma, LLC

The Debtor's properties have been mortgaged to the secured
creditors.  According to papers filed by the Debtor, Quail Creek
Bank has a mortgage on 28 single family residences, 1 duplex and 1
commercial property owned by the Debtor.  The properties have a
market value of $1,739364.  QCB is owed part of $3,654,238, which
is secured by 37 other properties.

In its objection, QCB said the legal effect of the pre-bankruptcy
mergers has been to rob the court and creditors of the right to
object to what under bankruptcy law is substantive consolidation.
Before the court should allow any use of cash collateral, QCB said
the court should allow the creditors sufficient time to analyze
the effect of what the Debtor has done prior to filing the
bankruptcy by its merger of separate limited liability companies
within a few weeks of the bankruptcy filing robbing the court and
creditors of the creditors right to argue and the court to decide
if substantive consolidation is just and proper under the law that
governs such procedures.

QCB is represented by

         Bart A. Boren, Esq.
         WILLIAMS, BOREN & ASSOCIATES, P.C.
         401 North Hudson
         Oklahoma City, OK 73102
         Tel: (405) 232-5220
         Fax: (405) 232-1963

Southern Oaks of Oklahoma, LLC, filed for Chapter 11 bankruptcy
(Bankr. W.D. Okla. Case No. 12-10356) on Jan. 31, 2012.  Judge
Niles L. Jackson presides over the case.  Ruston C. Welch, Esq.,
at Welch Law Firm P.C., serves as the Debtor's counsel.  It
scheduled $14,788,414in assets and $15,352,022 in liabilities.
The petition was signed by Stacy Murry, manager of MBR.

Affiliates that filed separate Chapter 11 petitions are
Charlemagne of Oklahoma, LLC (Bankr. W.D. Okla. Case No. 10-13382)
on July 2, 2010; and Brookshire Place, LLC (Bankr. W.D. Okla. Case
No. 11-10717) on Feb. 23, 2011.


SOUTHERN OAKS: Hires Welch Law Firm as Chapter 11 Counsel
---------------------------------------------------------
Southern Oaks of Oklahoma, LLC, seeks Bankruptcy Court authority
to employ Welch Law Firm, P.C., with primary responsibility for
bankruptcy matters to handled by Ruston C. Welch, as Chapter 11
counsel.

To the best of the Debtor's knowledge, neither Welch Law Firm,
P.C. nor Mr. Welch, nor any other members or attorneys with such
firm, have any connections with the debtor, creditors, any other
party in interest, the United States Trustee, or any person
employed in the office of the United States Trustee, and Mr. Welch
is a "disinterested person" and does not hold or represent an
interest adverse to the estate.

The Debtor will pay Welch on an hourly rate basis at the rate of
$260 per hour, plus reimbursement of reasonable, necessary
expenses.

Prior to the Petition Date, the Debtor entered into a
Representation Agreement with Welch, and an insider of the Debtor
paid a $16,000 retainer to Welch.  The Debtor's insiders
guaranteed payment of Welch's fees and costs and further secured
the Debtor's obligations thereunder by a granting a lien for up to
$50,000 on the Debtor's unencumbered assets, which include
vehicles, including a Harley Davidson motorcycle, and real
property in Oklahoma City.

The Debtor paid pre-petition fees in the amount of $31,734.50 for
services over an eight-month period, leaving a cash retainer
balance of $251.50.

                        About Southern Oaks

Southern Oaks of Oklahoma, LLC, filed for Chapter 11 bankruptcy
(Bankr. W.D. Okla. Case No. 12-10356) on Jan. 31, 2012.  Judge
Niles L. Jackson presides over the case.  Ruston C. Welch, Esq.,
at Welch Law Firm P.C., serves as the Debtor's counsel.  It
scheduled $14,788,414in assets and $15,352,022 in liabilities.
The petition was signed by Stacy Murry, manager of MBR.

Affiliates that filed separate Chapter 11 petitions are
Charlemagne of Oklahoma, LLC (Bankr. W.D. Okla. Case No. 10-13382)
on July 2, 2010; and Brookshire Place, LLC (Bankr. W.D. Okla. Case
No. 11-10717) on Feb. 23, 2011.

Southern Oaks owns a 126-unit apartment complex in south Oklahoma
City, 115 single family residences, 10 residential duplexes and 4
commercial properties in the Oklahoma City Metro area and a 100
unit apartment complex in Pryor, Oklahoma.  Southern Oaks operates
the non-apartment Properties by and through an affiliate property
management company, Houses For Rent of OKC LLC, who advertises,
leases, collects rents, pays expenses, provides equipment, labor
and materials for maintenance, repairs and make ready services.

On Jan. 12 and 27, 2012, the Debtor's ownership and operation of
the Properties was consolidated by the merger of various affiliate
entities with the Debtor being the surviving entity.  Those
entities are Southern Oaks Of Oklahoma, LLC; Quail 12, LLC; Quail
13, LLC; 1609 N.W. 47th, LLC; 2233 S.W. 29th, LLC; 400 S.W. 28th,
LLC; South Robinson, LLC; 9 on S.E. 27th, LLC; Southside 10, LLC;
QCB 08, LLC; and Prairie Village of Oklahoma, LLC.


SOUTHERN OAKS: Sec. 341 Creditors' Meeting Set for March 5
----------------------------------------------------------
The U.S. Trustee for the Western District of Oklahoma will hold a
meeting of creditors pursuant to 11 U.S.C. Sec. 341(a) in the
Chapter 11 case of Southern Oaks of Oklahoma, LLC, on March 5,
2012, at 2:00 p.m. at 1st Floor, room 119, 215 Dean A. McGee
Avenue, Oklahoma City.

This is the first Sec. 341 meeting of creditors.  The
Debtors' representative must be present at the meeting to be
questioned under oath by the United States Trustee and by
creditors. Creditors are welcome to attend, but are not required
to do so. The meeting may be continued and concluded at a later
date without further notice.

According to the case docket, government entities must file proofs
of claim by July 30, 2012.  The Debtor is required to file a
Chapter 11 plan and explanatory disclosure statement by May 30,
2012.

                        About Southern Oaks

Southern Oaks of Oklahoma, LLC, filed for Chapter 11 bankruptcy
(Bankr. W.D. Okla. Case No. 12-10356) on Jan. 31, 2012.  Judge
Niles L. Jackson presides over the case.  Ruston C. Welch, Esq.,
at Welch Law Firm P.C., serves as the Debtor's counsel.  It
scheduled $14,788,414in assets and $15,352,022 in liabilities.
The petition was signed by Stacy Murry, manager of MBR.

Affiliates that filed separate Chapter 11 petitions are
Charlemagne of Oklahoma, LLC (Bankr. W.D. Okla. Case No. 10-13382)
on July 2, 2010; and Brookshire Place, LLC (Bankr. W.D. Okla. Case
No. 11-10717) on Feb. 23, 2011.

Southern Oaks owns a 126-unit apartment complex in south Oklahoma
City, 115 single family residences, 10 residential duplexes and 4
commercial properties in the Oklahoma City Metro area and a 100
unit apartment complex in Pryor, Oklahoma.  Southern Oaks operates
the non-apartment Properties by and through an affiliate property
management company, Houses For Rent of OKC LLC, who advertises,
leases, collects rents, pays expenses, provides equipment, labor
and materials for maintenance, repairs and make ready services.

On Jan. 12 and 27, 2012, the Debtor's ownership and operation of
the Properties was consolidated by the merger of various affiliate
entities with the Debtor being the surviving entity.  Those
entities are Southern Oaks Of Oklahoma, LLC; Quail 12, LLC; Quail
13, LLC; 1609 N.W. 47th, LLC; 2233 S.W. 29th, LLC; 400 S.W. 28th,
LLC; South Robinson, LLC; 9 on S.E. 27th, LLC; Southside 10, LLC;
QCB 08, LLC; and Prairie Village of Oklahoma, LLC.


SPANISH BROADCASTING: S&P Affirms 'B-'; Outlook Hiked to Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Coconut Grove, Fla.-based Spanish Broadcasting System Inc. (SBS)
to stable from negative. "We affirmed our 'B-' corporate credit
rating on the company," S&P said.

"At the same time, we affirmed our issue-level rating on SBS's
12.5% notes at 'B-' (the same level as the 'B-' corporate credit
rating). The recovery rating on this debt remains at '3',
indicating our expectation of meaningful (50% to 70%) recovery for
noteholders in the event of a payment default. We also affirmed
our 'CCC' issue rating on SBS's preferred stock," S&P said.

"In addition, we withdrew our issue-level and recovery ratings on
the company's existing senior secured credit facility due June
2012, which will be refinanced with proceeds from the new notes,"
S&P said.

"In our opinion, the refinancing transaction extends the debt
maturity profile of SBS, although liquidity will decline following
the transaction because of higher interest expense, and credit
metrics will remain weak," said Standard & Poor's credit analyst
Michael Altberg.

"Our 'B-' rating on SBS reflects our expectation that EBITDA
coverage of cash interest pro forma for the transaction would be
very thin, and that discretionary cash flow would only be modestly
positive in 2012 on account of higher interest expense. We
consider the company's business risk profile as 'vulnerable' based
on the cyclicality of advertising demand, SBS's significant cash
flow concentration in a few large U.S. Hispanic markets,
competition from much larger rivals, and continued (albeit
narrowing) losses at MegaTV. These factors more than offset the
company's healthy EBITDA margins and favorable Hispanic
demographic trends," S&P said.

"SBS's financial risk profile is 'highly leveraged,' in our view,
because of the company's high pro forma fully adjusted debt
(including preferred stock and accrued dividends)-to-EBITDA ratio
of 10.2x as of Sept 30, 2011. The 10.75% series B preferred stock
becomes putable to SBS in October 2013. We believe there is a high
likelihood that, absent asset sales that allow the company to
reduce leverage, it could prove difficult for the company to
redeem the preferred when it is put to the company. Failure to
redeem the preferred would not cross-default to the new secured
debt; however, it would trigger a voting rights event, which,
among other things, would prevent the company from incurring
additional debt. If not remedied, SBS would not be able to
refinance the new notes when they come due in 2017," S&P said.

"SBS owns and operates 21 radio stations with significant revenue
concentration in three markets -- New York City, Los Angeles, and
Miami -- which are highly competitive markets for Hispanic radio
and general media. Key competition includes affiliates of
Univision, which has significantly greater scale and resources. In
addition, the company owns and operates three TV stations under
its MegaTV network. MegaTV distributes programming through
affiliation, programming, and local marketing agreements to non-
owned TV stations and satellite operators. MegaTV has reduced, but
not eliminated, its EBITDA losses. Given SBS's growth-related
investments in programming and personnel, under our base case
scenario we expect operating losses to continue to narrow
at MegaTV, though we expect network EBITDA to remain slightly
negative for full-year 2012," S&P said.


STATE AUTO FINC'L: S&P Affirms 'BB+' Counterparty Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services removed its counterparty credit
and financial strength ratings on the operating insurance
companies of State Auto Group from CreditWatch, where S&P placed
the ratings on Nov. 9, 2011, with negative implications. "We are
affirming the ratings at 'BBB+'. At the same time, we removed our
counterparty credit rating on State Auto Financial Corp.
(NASDAQ:STFC) from CreditWatch and affirmed it at 'BB+'. The
outlook on the ratings is negative," S&P said.

"The rating action reflects the improvement in capital adequacy,
mainly because of increased consolidated surplus and lower capital
charges as result of the capital initiatives the company pursued,"
said Standard & Poor's credit analyst Pablo Feldman. "These
capital initiatives included a three-year quota share reinsurance
program with a syndicate of reinsurers with 75% cession of State
Auto's homeowners business subject to certain annual limits on
catastrophe losses and the elimination of post retirement health
benefits for most active employees and certain retirees."

"Even though capital adequacy has improved, earnings as measured
by pretax operating income, return on revenue (ROR), and fixed
charge coverage ratios are still below what we typically expect
for the current rating level. However, in our opinion, earnings
are likely to improve prospectively as a result of the
underwriting and pricing actions the company has been taking
both in personal and commercial lines, the improved geographic and
product diversification, and the relative protection that the
recently implemented quota share reinsurance program will likely
provide State Auto in the next three years," S&P said.

"The outlook on State Auto Group is negative. The negative outlook
means that there is a 1-in-3 chance that we may lower the ratings
on the group by one or two notches in the next 12-24 months. In
2012, assuming four percentage points of catastrophe losses and no
abnormal reserve releases, we expect the statutory combined ratio
to be 105% or lower with a ROR more in line with the current
rating level. We expect gross premiums written to increase by a
low-single-digit rate in 2012. We expect financial leverage for
the consolidated group to be about 30% and the fixed charge
coverage ratio to be at least 2x. We expect capital adequacy to
remain at the 'A' level, mostly as a result of reduced capital
model charges, increased surplus, and lower double leverage
adjustments," S&P said.

"We could lower the ratings if the group underwriting performance
does not improve materially in 2012 (assuming average catastrophe
losses of 4% per year and excluding the benefit of any abnormal
reserve releases), if catastrophe exposure is not managed
appropriately to reduce earnings volatility, if capital
deteriorates materially from the 'A' level, or if there is any
substantial deterioration in the personal automobile segment's
performance. Assuming no further deterioration in capital adequacy
below current levels, a key factor for us to affirm the ratings
would be substantial earnings improvement from operating
activities as measured by ROR, pretax operating income, and fixed
charge coverage metrics. State Auto's management team has
been taking a series of steps to bring the company back to a
profitable path, and if we believe the initiatives are successful
and its enterprise risk management program is effective, we could
affirm the ratings," S&P said.


SUNOCO INC: S&P Affirms 'BB+', Removes Watch Negative
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating on Sunoco Inc. and its 'BBB' corporate credit rating
on operating subsidiary Sunoco Logistics Partners L.P., and
removed the ratings from CreditWatch with negative implications,
where we placed them on Sept. 6, 2011. Sunoco had about $2.8
billion of pro forma consolidated balance debt as of Dec. 31,
2011.

The rating actions reflect our view that Sunoco's actions to use a
significant portion of its cash balances to reduce debt and long-
term liabilities will keep the company's stand-alone and
consolidated adjusted debt to EBITDA at about 3x and 4x,
respectively, in 2012, notwithstanding a large share repurchase.

"Given the business mix, we consider these leverage metrics to be
commensurate with current ratings," said Standard & Poor's credit
analyst Michael Grande.

"The stable outlook on Sunoco reflects our belief that the company
will have relatively stable cash flows from its retail business
and growing distributions from Sunoco Logistics, which should
result in financial leverage of about 3x. A ratings upgrade is
unlikely in our view, absent the management team embracing a
considerably more conservative financial policy. In any event, the
rating on Sunoco will likely remain below that of Sunoco Logistics
given the cash flow subordination. We could lower the rating if
Sunoco's stand-alone financial leverage increases to 4x, or if we
lower our ratings on Sunoco Logistics," S&P said.

"The stable outlook on Sunoco Logistics reflects our expectations
that the partnership will maintain financial leverage of about
3.5x, successfully integrate recent acquisitions, and execute its
organic growth projects. At this time, we consider an upgrade
unlikely given the MLP structure and its relatively modest size.
We recognize that financial leverage could spike in the short
term, and we could lower the rating if the partnership embraces a
more aggressive financial policy, allowing debt to EBITDA to
increase above 4x on a sustained basis," S&P said.


SUNTRICITY POWER: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
The Associated Press reports that Suntricity Power filed on
Feb. 7, 2012, for Chapter 11 bankruptcy protection in Delaware,
listing assets of between $500,000 and $1 million, and estimated
debts of between $100,000 and $500,000.

The report says a corporate ownership statement included with the
bankruptcy filing lists Maria Romero and Mark Hald as the sole
stockholders.

Found in 2007, Suntricity Power designs, sells and installs solar
energy systems for residential and commercial customers.


TAO-SAHI LP: Has Access to S2 Cash Collateral Until Feb. 28
-----------------------------------------------------------
The Hon. Ronald B. King of the U.S. Bankruptcy Court for the
Western District of Texas signed the sixth interim agreed order,
authorizing Tao-Sahi, LP, to use cash collateral of S2 Acquisition
LLC until Feb. 28, 2012.

As reported in the Troubled Company Reporter on Aug. 30, 2011, S2
Acquisition asserts claims against the Debtor of $19,554,569
(exclusive of pre- and postpetition attorney fees, costs and
expenses, late charges and other costs chargeable under the Loan
Documents.

As adequate protection, the Debtor will make a monthly payment of
$40,170 to S2 Acquisition, and a monthly payment of up to $10,000
of S2 Acquisition's fees and expenses until the effective date of
a confirmed plan.

S2 Acquisition is also granted a first replacement liens and
additional lien on all assets of the Debtor and an allowed
superpriority administrative claim.

The collateral and superpriority claims is subject to a carve out
for professional fees and fees to be paid to the Clerk of the
Court and the U.S. Trustee.

The Court also ordered that the asset management fee payable to
TAO Development Group, LLC will not exceed 1% of the gross revenue
of the Debtor for the month of February 2012.

A final hearing on the Debtor's cash collateral motion is set for
Feb. 16, beginning at 10:00 a.m.

                        About Tao-Sahi LP

Tao-Sahi LP owns the Holiday Inn NW - Seaworld in San Antonio,
Texas.  Tao-Sahi has no employees.  The Hotel is managed under
contract with an independent management company.  Tao-Sahi filed
for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 11-52027) on
June 7, 2011, to stay foreclosure of the hotel and restructure its
debts.  Judge Ronald B. King presides over the case.  Marvin E.
Sprouse, III, Esq., and Jack Skaggs, Esq., at Jackson Walker LLP,
in Austin, Tex., serve as bankruptcy counsel.  Bolton Real Estate
Consultants, Ltd., serves as the Debtor's appraiser.  In its
Schedules, the Debtor disclosed $24,735,728 in assets and
$20,584,065 in debts.  The petition was signed by Clayton Isom,
CEO of Tao Development Group, LLC, general partner.

S2 Acquisition LLC, an opportunity fund associated with Square
Mile Capital Management in New York, acquired the hotel debt from
the failed Silverton Bank.  S2 Acquisition is represented by Tom
Rogers, Esq., and Shari L. Heyan, Esq., at Greenberg Traurig.

No trustee, examiner or committee of creditors has been appointed
in this case.


TAO-SAHI LP: Plan Confirmation Hearing Continued Until March 7
--------------------------------------------------------------
The Hon. Ronald B. King of the U.S. Bankruptcy Court for the
Western District of Texas granted Tao-Sahi, LP's motion to extend
deadlines and continue settings related to the confirmation its
Second Amended Plan of Reorganization.

The Court ordered that:

   a. The estimation hearings for S2 Acquisition LLC and The
      Federal Deposit Insurance Corporation, as receiver for
      Silverton Bridge Bank, N.A., scheduled for Feb. 6, 2012, are
      continued until Feb. 16, at 10:00 a.m.  Any response to the
      motions to estimate will be due by Feb. 9.

   b. The confirmation hearing for the Debtor's disclosure
      statement, scheduled for Feb. 13, is continued until
      March 7, at 10:00 a.m.

   c. Any objections to the Debtor's proposed plan or confirmation
      will be due ten days before the confirmation hearing.

      Additionally, all ballots relating to the proposed plan will
      be due ten days before the confirmation hearing.

   d. The Debtor will provide notice of the re-scheduled dates and
      deadlines to parties-in-interest who received a solicitation
      package for the Proposed Plan.

As reported in the Troubled Company Reporter on Jan. 4, 2012,
funding for the Plan payments will be from the Reorganized
Debtor's operations, recoveries from the August 12, 2011 adversary
complaint the Debtor commenced against Specialty Finance Group
LLC, and a $700,000 contribution from the Debtor's current or new
Interest Holders.

The business of the Reorganized Debtor will continue to be managed
by its general partner, TAO Development, through Clayton Isom and
Rashid Al-Hmoud, CEO and CFO of TAO Development.  TAO Development
will continue to receive its asset management fee of 1.5% of gross
revenue of the Reorganized Debtor to defray its overhead and
expenses after all Plan payments and other other obligations for
any given month are paid in full.  The Debtor will assume the
existing management agreement with HMC Hospitality Operating
Company for operation of the Hotel.  Staffing for the Hotel will
continue to be provided by Corporate Solutions and the Republic
Entities.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/tao-sahi.doc156.pdf

                        About Tao-Sahi LP

Tao-Sahi LP owns the Holiday Inn NW - Seaworld in San Antonio,
Texas.  Tao-Sahi has no employees.  The Hotel is managed under
contract with an independent management company.  Tao-Sahi filed
for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 11-52027) on
June 7, 2011, to stay foreclosure of the hotel and restructure its
debts.  Judge Ronald B. King presides over the case.  Marvin E.
Sprouse, III, Esq., and Jack Skaggs, Esq., at Jackson Walker LLP,
in Austin, Tex., serve as bankruptcy counsel.  Bolton Real Estate
Consultants, Ltd., serves as the Debtor's appraiser.  In its
Schedules, the Debtor disclosed $24,735,728 in assets and
$20,584,065 in debts.  The petition was signed by Clayton Isom,
CEO of Tao Development Group, LLC, general partner.

S2 Acquisition LLC, an opportunity fund associated with Square
Mile Capital Management in New York, acquired the hotel debt from
the failed Silverton Bank.  S2 Acquisition is represented by Tom
Rogers, Esq., and Shari L. Heyan, Esq., at Greenberg Traurig.

No trustee, examiner or committee of creditors has been appointed
in this case.


TAO-SAHI LP: FDIC Wants $1.8MM Claim Allowed for Plan Voting
------------------------------------------------------------
The Federal Deposit Insurance Corporation, as receiver for
Silverton Bridge Bank, N.A., asks the U.S. Bankruptcy Court for
the Western District of Texas to estimate and temporarily allow,
the $1,804,794 proof of claim as a general unsecured claim against
Tao-Sahi, LP.

FDIC relates that the estimate will solely be for purposes of
voting on the Plan or any other plan proposed in the case.

FDIC-R-Bridge is the Debtor's largest unsecured creditor. FDIC-R-
Bridge's claim is large enough to, by itself, cause the Plan's
class of general unsecured creditors to vote to reject the Plan.

FDIC-R-Bridge adds that the Debtor filed an objection to the
allowance of FDIC-R-Bridge's claim.   The Debtor's objection has
the effect of preventing FDIC-R-Bridge from voting on the Plan and
would allow the Debtor to avoid having to satisfy the cramdown
requirements of the Bankruptcy Code before FDIC-R-Bridge even has
a chance to have its day in court.

FDIC-R-Bridge also denies the Debtor's allegations in the
Adversary Proceeding and Claim Objection.  It is unlikely that the
Claim Objection and Adversary Proceeding will be resolved prior to
Plan confirmation ? especially in light of the recent order of the
Court which consolidates the Adversary Proceeding and the Claim
Objection and the Court's scheduling order.

FDIC-R-Bridge is represented by:

         Vincent P. Slusher, Esq.
         J. Seth Moore, Esq.
         DLA PIPER LLP (US)
         1717 Main Street, Suite 4600
         Dallas, TX 75201
         Tel: (214) 743-4572
         Fax: (972) 813-6267
         E-mail: vince.slusher@dlapiper.com
                 seth.moore@dlapiper.com

                - and -

         Kathryn R. Norcross, senior counsel
         Merritt A. Pardini, counsel
         Federal Deposit Insurance Corporation Legal Division
         3501 Fairfax Drive, VS-D-7066
         Arlington, VA 22226
         Tel: (703) 562-6079

                        About Tao-Sahi LP

Tao-Sahi LP owns the Holiday Inn NW - Seaworld in San Antonio,
Texas.  Tao-Sahi has no employees.  The Hotel is managed under
contract with an independent management company.  Tao-Sahi filed
for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 11-52027) on
June 7, 2011, to stay foreclosure of the hotel and restructure its
debts.  Judge Ronald B. King presides over the case.  Marvin E.
Sprouse, III, Esq., and Jack Skaggs, Esq., at Jackson Walker LLP,
in Austin, Tex., serve as bankruptcy counsel.  Bolton Real Estate
Consultants, Ltd., serves as the Debtor's appraiser.  In its
Schedules, the Debtor disclosed $24,735,728 in assets and
$20,584,065 in debts.  The petition was signed by Clayton Isom,
CEO of Tao Development Group, LLC, general partner.

S2 Acquisition LLC, an opportunity fund associated with Square
Mile Capital Management in New York, acquired the hotel debt from
the failed Silverton Bank.  S2 Acquisition is represented by Tom
Rogers, Esq., and Shari L. Heyan, Esq., at Greenberg Traurig.

No trustee, examiner or committee of creditors has been appointed
in this case.


TRIDENT MICROSYSTEMS: Time to File Schedules Extended to Feb. 22
----------------------------------------------------------------
Trident Microsystems, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware to extend the time within which the
Debtors must filed their schedules of assets and liabilities and a
statement of financial affairs through and including Feb. 22,
2012.

                     About Trident Microsystem

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $309,992,980 in assets and $39,607,591 in liabilities
as of Oct. 31, 2011.  The petition was signed by David L.
Teichmann, executive VP, general counsel & corporate secretary.


TRIDENT MICROSYSTEMS: Can Employ DLA Piper as Counsel
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Trident Microsystems, Inc., et al., permission to employ DLA Piper
LLP (US) as the Debtors' counsel, nunc pro tunc as of the Petition
Date.

The Bankruptcy Court is satisfied that DLA Piper is a
"disinterested person," as that term is defined in Section 101(14)
of the Bankruptcy Code and as required by Section 327(a) of the
Bankruptcy Code.

DLA Piper will be compensated for its services and reimbursed for
any related expenses in accordance with the applicable provisions
of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and
any other applicable rules or procedures of the Court.

To the extent that more than $500,000 is held by DLA Piper as a
retainer following a final reconciliation of pre-petition amounts
owing by the Debtors, DLA Piper will apply those amounts to its
post-petition fees and expenses as those fees and expenses are
approved by the Court.

DLA Piper will apply the Remaining Retainer to any amounts due and
owing by the Debtors pursuant to the final order entered by the
Court with respect to the final fee application in the Debtors'
Chapter 11 cases.  Any amounts remaining after payment of any
final fee application obligations owed to DLA Piper will be
returned to the Debtors.

As reported in the TCR on Jan. 19, 2012, DLA Piper's attorneys
bill at these hourly rates: partner at $730 to $950, associates at
$415 to $605, and paralegals at $230.

About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $309,992,980 in assets and $39,607,591 in liabilities
as of Oct. 31, 2011.  The petition was signed by David L.
Teichmann, executive VP, general counsel & corporate secretary.


TRIDENT MICROSYSTEMS: Can Employ Union Square as Investment Banker
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Trident Microsystems, Inc., et al., permission to employ Union
Square Advisors LLC as the Debtors' investment banker, nunc pro
tunc to the Petition Date.

Union Square will be compensated in accordance with the Engagement
Letter and the Court's Order.  Union Square will apply for
compensation and reimbursement of expenses in accordance with the
procedures set forth in any applicable fee and expenses guidelines
and orders of the Bankruptcy Court, any other applicable
requirements or guidelines governing interim and final fee
applications in the Debtors' Chapter 11 proceedings, including the
U.S. Trustee guidelines, the Bankruptcy Code, the Bankruptcy Rules
and the Local Rules.

As reported in the TCR on Jan. 19, 2012, Union Square Advisors
will charge these fees: a $75,000 monthly fee and a sale
transaction fee ranging from the greater of $1.5 million to
$2 million or 1.8% of the aggregate value of the sale transaction.

About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $309,992,980 in assets and $39,607,591 in liabilities
as of Oct. 31, 2011.  The petition was signed by David L.
Teichmann, executive VP, general counsel & corporate secretary.


TRIDENT MICROSYSTEMS: Can Employ PwC LLP as Tax Advisor
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Trident Microsystems, Inc., et al., permission to employ
PricewaterhouseCoopers LLP as the Debtors' tax advisor and
independent auditor, nunc pro tunc to the Petition Date.

The Bankruptcy Court is satisfied that PwC is a "disinterested
person," as that term is defined in Section 101(14) of the
Bankruptcy Code and as required by Section 327(a) of the
Bankruptcy Code.

As reported in the TCR on Jan. 19, 2012, PricewaterhouseCoopers
bills at these hourly rates: partner at $650, senior managing
director at $650, directors at $550, managers at $475, senior
associates at $375, and associates at $275.

                    About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $309,992,980 in assets and $39,607,591 in liabilities
as of Oct. 31, 2011.  The petition was signed by David L.
Teichmann, executive VP, general counsel & corporate secretary.


UNISYS CORP: BlackRock Discloses 5.3% Equity Stake
--------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that, as of
Dec. 30, 2011, it beneficially owns 2,282,854 shares of common
stock of Unisy Corp. representing 5.27% of the shares outstanding.
As previously reported by the TCR on March 18, 2011, BlackRock
disclosed beneficial ownership of 2,439,342 shares.  A full-text
copy of the amended filing is available at http://is.gd/KOLh94

                         About Unisys Corp.

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- provides a portfolio of IT services,
software, and technology that solves critical problems for
clients.  With more than 26,000 employees, Unisys serves
commercial organizations and government agencies throughout the
world.

The Company's balance sheet at Dec. 31, 2011, showed $2.61 billion
in total assets, $3.92 billion in total liabilities and a $1.31
billion total stockholders' deficit.

                          *     *     *

As reported by the Troubled Company Reporter on Feb. 24, 2011,
Moody's Investors Service has affirmed Unisys' B1 corporate family
rating and all other ratings, and also changed the rating outlook
to positive from stable.  This outlook change follows the
announcement by Unisys of plans to issue mandatory convertible
preferred stock, redeem secured notes, and tender for additional
bonds which Moody' estimates will reduce secured debt by up to
$390 million.  Upon completion of the transactions, the loss given
default assessments will be revised based on the remaining debt
balances.

In the May 5, 2011 edition of the TCR, Standard & Poor's Ratings
Services raised its corporate credit rating on Blue Bell, Pa.-
based Unisys Corp. to 'BB-' from 'B+', and removed the ratings
from CreditWatch, where they were placed with positive
implications on Feb. 22, 2011.  "The upgrade reflects Unisys'
improved financial profile following the recent debt redemptions,"
said Standard & Poor's credit analyst Martha Toll-Reed, "and
adequate liquidity, which provides some capacity at the current
rating for potential earnings volatility."  "The ratings reflect
our view that Unisys' improved financial profile and consistently
positive annual free cash flow will provide sufficient cushion in
the near term to mitigate the potential for ongoing revenue
declines and operating performance volatility," added Ms. Toll-
Reed.

As reported by the TCR on Oct. 18, 2011, Fitch Ratings has
affirmed and withdrawn the 'BB-' long-term Issuer Default Rating
of Unisys Corporation.  Fitch has decided to discontinue the
rating, which is uncompensated.


UNITED RETAIL: U.S. Trustee Names 7-Member Creditors Panel
----------------------------------------------------------
Tracy Hope Davis, the United States Trustee for Region 2,
appointed seven creditors to the Official Committee of Unsecured
Creditors in the Chapter 11 cases of United Retail Group, Inc.,
pursuant to 11 U.S.C. Sec. 1102(a) and (b).  The Committee
consists of:

          1. The CIT Group/Commercial Services, Inc.
             11 West 42nd St.
             New York, NY 10036
             Attn: Kevin Ritter
             Tel: 212-461-5447
             E-mail: kevin.ritter@cit.com

          2. Garmex International Corp.
             148 West 37th St.
             New York, NY 10018
             Attn: Stephen Aronson
             Tel: 212-290-2222
             E-mail: slaronson@aol.com

          3. Jeffrey Craig Ltd.
             1384 Broadway
             New York, NY 10018
             Attn: Steven Klein
             Tel: 212-221-8088
             E-mail: sklein@jcdmd.com

          4. Kimco Realty Corporation
             3333 New Hyde Park Road
             New Hyde Park, NY 10042
             Attn: Raymond Edwards
             Tel: 516-869-2586
             E-mail: redwards@kimcorealty.com

          5. Rosenthal & Rosenthal, Inc.
             1370 Broadway
             New York, NY 10018
             Attn: Allan Spielman
             Tel: 212-356-1438
             E-mail: ASpielman@rosenthalinc.com

          6. Tanzara International
             1407 Broadway, Suite 1616
             New York, NY 10018
             Attn: Vijay Samtani
             Tel: 212-354-9276
             E-mail: vsamtani@tanzara.com

          7. Valentine USA Inc.
             148 West 37th St., 14th Floor
             New York, NY 10008
             Attn: Willy W. Wu
             Tel: 212-840-8866
             E-mail: wwu@valentine-usa.com

               Sec. 31 Creditors' Meeting on March 6

Meanwhile, the U.S. Trustee will convene a meeting of creditors
pursuant to 11 U.S.C. Sec. 341(a) in the Chapter 11 cases of
United Retail Group Inc. on March 6, 2012, 2:00 p.m. at the U.S.
Trustee Office at 80 Broad Street, 4th Floor in New York.

This is the first Sec. 341 meeting of creditors.  The
Debtors' representative must be present at the meeting to be
questioned under oath by the United States Trustee and by
creditors. Creditors are welcome to attend, but are not required
to do so. The meeting may be continued and concluded at a later
date without further notice.

                      About United Retail Group

United Retail Group Inc., owner of the Avenue brand of women's
fashion apparel and a subsidiary of Redcats USA, sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 12-10405) on Feb. 1,
2012, as it seeks to sell the business to Versa Capital Management
for $83.5 million, subject to higher and better offers.

The Company's legal advisor is Kirkland & Ellis LLP; AlixPartners
LLP serves as restructuring advisor and Peter J. Solomon Company
serves as financial advisor and investment banker; and Donlin
Recano & Company Inc. is the notice, claims and administrative
agent.  Versa Capital's legal advisor is Sullivan & Cromwell LLP.

United Retail has arranged a $40 million Debtor-in-Possession
facility from its existing revolving credit lender, Wells Fargo,
to provide sufficient working capital for Avenue to continue to
operate the business as usual. Wells Fargo is represented in the
case by Jonathan N. Helfat, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C.

Avenue has 433 stores and an e-commerce site --
http://www.avenue.com/. Avenue employs roughly 4,422 employees,
roughly 294 of which are located at Avenue's corporate
headquarters in Rochelle Park, New Jersey or at the Troy
Distribution Facility.  The Company disclosed $117.2 million in
assets and $67.3 million in liabilities as of the Chapter 11
filing.


UNITED RETAIL: Bidding Procedures Hearing on Feb. 21
----------------------------------------------------
The Bankruptcy Court will hold a hearing Feb. 21, 2012, at 2:00
p.m., prevailing Eastern Time, on the proposed procedures that
will govern the sale of United Retail Group Inc.'s assets.

Subject to higher and better offers at an auction, the Debtors
intend to seek approval of the sale -- free and clear of all
liens, claims, interests and encumbrances -- of substantially all
of the assets of any or all of the Debtors' stores, including
related leases, on a going concern basis pursuant to the terms of
an Asset Purchase Agreement, dated as of Feb. 1, 2012, by and
among the Debtors, their parent Redcats USA Inc., and Ornatus URG
Acquisition LLC, an affiliate of Versa Capital Management, LLC.

The Versa deal is valued at roughly $83.5 million.

The Debtors also propose to hand over to the Versa unit the right
to act as liquidating agent in connection with the disposition of
merchandise contained in any of the Stores that cannot be sold on
a going concern basis pursuant to the terms substantially set
forth in a Sales Agency Agreement, dated as of Feb. 1, 2012, by
and among the Debtors, the Stalking Horse Bidder, and Versa.

The Debtors will also assume and assign certain executory
contracts and unexpired leases to the Buyer.

The Debtors have yet to set the deadline for submitting competing
bids as well as the auction date.  However, the Debtors'
$40,000,000 DIP financing agreement with Wells Fargo N.A. contains
deadlines relating to the Debtors' sale process:

     * not later than 21 days after the Petition Date, (i) an
order will have been entered by the Bankruptcy Court approving the
motion requesting approval for a process to sell all or
substantially all of the assets of the Debtors, and (ii) the
Borrowers will have distributed bid packages to all potential
bidders, including to nationally recognized retail inventory
liquidation firms;

     * Not later than 51 days after the Petition Date, an auction
for the selection of the highest and best bidder in connection
with the Asset Sale pursuant to the Sale Procedures Order will
have been completed and a successful bidder will have been
selected on terms and conditions acceptable to Administrative
Agent;

     * Not later than 54 days after the Petition Date, an order
will have been entered approving the Asset Sale to the highest and
best bidder from the Asset Sale Auction pursuant to an asset
purchase agreement; and

     * In the event that the successful bidder from the Asset Sale
Auction is (i) a liquidation firm whose successful bid is to
conduct store closing or going out of business sales in connection
with such bid, then such sales shall be commenced not later than
the 56th day following the Petition Date or (ii) a bidder whose
successful bid is for purchase of the Loan Parties' assets on a
going concern basis, then such purchase shall be consummated not
later than the 61st day following the Petition Date, as
applicable.

The sale proceeds will be used first to repay the Debtors'
obligations under the Wells Fargo DIP facility.  Wells Fargo has a
first-priority in substantially all of the Debtors' assets.  Wells
Fargo's consent to the Sale was conditioned on this right.

Under the deal with Versa, the Buyer agrees to pay:

     (A) an amount in cash paid by the Buyer sufficient to
         satisfy:

         * an amount equal to the outstanding funded obligations
under the Debtors' DIP Financing as of the Closing, not to exceed
$15,000,000 (or, in the event that a letter of credit is drawn
under the DIP Financing, $16,850,000) plus the amount, if any, by
which administrative and priority claims are less than
$11,100,000;

         * payment in cash as and when such amounts become due, on
behalf of the Sellers, for wind-down costs in an amount not to
exceed $2,000,000;

         * $500,000 to the holders (other than Redcats USA and its
affiliates) of unsecured claims that are not the assumed
liabilities);

         * payment to holders (other than RUSA and its affiliates)
of administrative and priority claims as of the Closing in an
amount not to exceed $11,100,000 plus, the amount, if any, by
which the outstanding funded obligations under the DIP Financing
are less than $15,000,000 (or, in the event that the Specified
LC is drawn under the DIP Financing, $16,850,000); and

         * payment, on behalf of the Sellers, to Redcats Asia,
Ltd. for trade payables in an amount not to exceed $2,200,000;

     (B) a credit bid of all or a portion of the secured
         obligations of the Sellers held by the Buyer; and

     (C) the assumption by the Buyer of certain liabilities.

As a prerequisite to the Buyer's obligation to effect the Closing
and pay the Purchase Price, Redcats USA will pay to the Buyer in
cash at the Closing $20,000,000 multiplied by a fraction -- the
numerator of which is the number of Leases designated by the Buyer
to be Assumed Contracts as of the Closing Date, and the
denominator of which is 300 (provided, however, that in the event
that the Buyer has designated more than 300 Leases to be Assumed
Contracts as of the Closing Date, the Initial Payment will be
$20,000,000, and, for the avoidance of doubt, there will not be
any Subsequent Payment -- to fund the Buyer's payment obligations
under the asset purchase agreement and post-Closing working
capital for the Business, such payment being made in consideration
of the Buyer's plan to continue to operate the Business as a going
concern.

The Debtors are obligated to pay the Buyer a $1.2 million Break-Up
Fee in the event a sale is closed with a rival bidder.

The deal may be terminated if, among other things, a Sale Order
does not become a Final Order within 60 days after the entry of
the Bidding Procedures Order.

                      About United Retail Group

United Retail Group Inc., owner of the Avenue brand of women's
fashion apparel and a subsidiary of Redcats USA, sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 12-10405) on Feb. 1,
2012.

The Company's legal advisor is Kirkland & Ellis LLP; AlixPartners
LLP serves as restructuring advisor and Peter J. Solomon Company
serves as financial advisor and investment banker; and Donlin
Recano & Company Inc. is the notice, claims and administrative
agent.  Versa Capital's legal advisor is Sullivan & Cromwell LLP.

DIP Lender Wells Fargo is represented in the case by Jonathan N.
Helfat, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.

Avenue has 433 stores and an e-commerce site --
http://www.avenue.com/. Avenue employs roughly 4,422 employees,
roughly 294 of which are located at Avenue's corporate
headquarters in Rochelle Park, New Jersey or at the Troy
Distribution Facility.  The Company disclosed $117.2 million in
assets and $67.3 million in liabilities as of the Chapter 11
filing.


UNITED RETAIL: Schedules Filing Deadline Moved to March 16
----------------------------------------------------------
The Bankruptcy Court extended for 30 days the deadline for United
Retail Group Inc. and its affiliates to file their schedules of
assets and liabilities and statement of financial affairs.

Pursuant to section 521 of the Bankruptcy Code and Bankruptcy Rule
1007(c), the Debtors ordinarily would be required to file the
Schedules and Statements within 14 days after the Petition Date.

The new deadline is March 16.

The Debtors said the scope and complexity of their businesses,
coupled with the limited time and resources available to the
Debtors to marshal the required information, necessitate an
extension of the deadline to file the Schedules and Statements.

                      About United Retail Group

United Retail Group Inc., owner of the Avenue brand of women's
fashion apparel and a subsidiary of Redcats USA, sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 12-10405) on Feb. 1,
2012, as it seeks to sell the business to Versa Capital Management
for $83.5 million, subject to higher and better offers.

The Company's legal advisor is Kirkland & Ellis LLP; AlixPartners
LLP serves as restructuring advisor and Peter J. Solomon Company
serves as financial advisor and investment banker; and Donlin
Recano & Company Inc. is the notice, claims and administrative
agent.  Versa Capital's legal advisor is Sullivan & Cromwell LLP.

United Retail has arranged a $40 million Debtor-in-Possession
facility from its existing revolving credit lender, Wells Fargo,
to provide sufficient working capital for Avenue to continue to
operate the business as usual.  Wells Fargo is represented in the
case by Jonathan N. Helfat, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C.

Avenue has 433 stores and an e-commerce site --
http://www.avenue.com/. Avenue employs roughly 4,422 employees,
roughly 294 of which are located at Avenue's corporate
headquarters in Rochelle Park, New Jersey or at the Troy
Distribution Facility.  The Company disclosed $117.2 million in
assets and $67.3 million in liabilities as of the Chapter 11
filing.


UNITED RETAIL: Final Hearing on $40MM Wells Fargo Loan on Feb. 21
-----------------------------------------------------------------
United Retail Group Inc. and its debtor-affiliates will return to
the Bankruptcy Court Feb. 21 to seek final approval of its
$40,000,000 postpetition secured financing with Wells Fargo N.A..

The Debtors have won authority to use $25,000,000 of the DIP
facility, on an interim basis, pursuant to the terms and
conditions of the Super-Priority Senior Secured Debtor-In-
Possession Credit Agreement with Wells Fargo, which is also the
administrative agent under the Redcats ABL Facility.

Wells Fargo Capital Finance, LLC, serves as sole lead arranger and
bookrunner under the DIP Facility.

At the Feb. 21 hearing, the Debtors will also seek final authority
to use cash collateral of Wells Fargo and Redcats USA, the
Debtors' parent.

The DIP Agreement will terminate at the earliest to occur of,
among others, (i) the date which is 210 days after the Petition
Date, (ii) the date of the effectiveness of a plan of
reorganization or liquidation for the Borrowers and the Guarantors
in the Chapter 11 Cases, or (iii) the consummation of the sale or
sales of all or substantially all of the Borrowers' assets and
properties or of all equity interests in Borrowers.

Before Nov. 22, 2011, Redcats USA funded certain of the Debtors'
operational expenses on an unsecured basis pursuant to a cash
management agreement dated Aug. 29, 2008.  The Debtors relied
exclusively on the Cash Management Agreement to fund, among other
things, payroll, trade obligations, service contracts and other
daily operating expenses.  The Cash Management Agreement was
effectively a cash pooling arrangement that allowed Redcats USA to
sweep positive balances in the Debtors' operating accounts on a
daily basis and net the cash against amounts owed to Redcats
USA for, among other things, loans to the Debtors and/or costs
associated with a variety of intercompany services Redcats USA
provided to the Debtors.  While Redcats USA largely funded the
Debtors with the Debtors' own cash flow, negative balances
accumulated over time, leading to a current unsecured balance of
$48.5 million owed to Redcats USA as of Nov. 22, 2011.

In late 2011, Redcats USA informed the Debtors that it was no
longer willing to fund the Debtors' operations on an unsecured
basis.  Accordingly, on Nov. 22, 2011, the Debtors and Redcats USA
amended the Cash Management Agreement pursuant to which Redcats
USA agreed to provide funding to the Debtors on a second-lien
secured basis (junior to the liens held by Wells Fargo pursuant to
the Redcats ABL Facility).

To facilitate financing of foreign-product sourcing for many of
Redcats USA's subsidiaries, including the Debtors, on July 28,
2011, Redcats USA and certain of its affiliates, including United
Retail Incorporated, as borrowers, and Avenue Gift Cards, Inc. and
United Retail Group, Inc., as guarantors, entered into a credit
agreement with Wells Fargo and the other lenders party thereto
that provides for a revolving asset-based loan facility.  The
Redcats ABL Facility provides for, among other things, revolving
credit with a maximum aggregate commitment of $60 million,
including the issuance of letters of credit.

Wells Fargo is represented in the case by:

          Jonathan N. Helfat, Esq.
          OTTERBOURG, STEINDLER, HOUSTON & ROSEN, P.C.
          230 Park Avenue
          New York, NY 10169-0075
          Fax: (212) 682-6104

                      About United Retail Group

United Retail Group Inc., owner of the Avenue brand of women's
fashion apparel and a subsidiary of Redcats USA, sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 12-10405) on Feb. 1,
2012, as it seeks to sell the business to Versa Capital Management
for $83.5 million, subject to higher and better offers.

The Company's legal advisor is Kirkland & Ellis LLP; AlixPartners
LLP serves as restructuring advisor and Peter J. Solomon Company
serves as financial advisor and investment banker; and Donlin
Recano & Company Inc. is the notice, claims and administrative
agent.  Versa Capital's legal advisor is Sullivan & Cromwell LLP.

Avenue has 433 stores and an e-commerce site --
http://www.avenue.com/. Avenue employs roughly 4,422 employees,
roughly 294 of which are located at Avenue's corporate
headquarters in Rochelle Park, New Jersey or at the Troy
Distribution Facility.  The Company disclosed $117.2 million in
assets and $67.3 million in liabilities as of the Chapter 11
filing.


UNITED RETAIL: Wins OK to Hire Donlin Recano as Claims Agent
------------------------------------------------------------
United Retail Group Inc. won the Bankruptcy Court's authority to
employ Donlin Recano & Company Inc. a notice and claims agent.

As reported by the Troubled Company Reporter, the Debtors filed
separate applications with the Court to hire Donlin Recano as:

     -- notice and claims agent pursuant to section 156(c) of the
        Judicial Code; and

     -- administrative agent to assist the Debtors in performing
        duties that fall outstide the scope of 28 U.S.C. Sec.
        156(c).

The Debtors noted that they have roughly 10,000 potential
creditors.  Although the Office of the Clerk of the United States
Bankruptcy Court for the Southern District of New York ordinarily
would serve notice on the Debtors' creditors and other parties in
interest and administer claims filed against the Debtors, the
Clerk's Office may not have the resources to undertake such tasks
with respect to these chapter 11 cases in light of the magnitude
of the Debtors' creditor body and the tight timelines that
frequently arise in complex chapter 11 bankruptcy cases.

The Debtors said DRC's retention is the most effective and
efficient manner of noticing the thousands of creditors and other
parties in interest of the commencement of and other developments
in the chapter 11 cases.

As administrative agent, DRC will assist the Debtors with, among
other things, solicitation, balloting and tabulation and
calculation of votes, as well as preparing any appropriate
reports, as required in furtherance of confirmation of plan(s) of
reorganization; and gather data in conjunction with the
preparation, and assist with the preparation, of the Debtors'
schedules of assets and liabilities and statements of financial
affairs.

Before the Petition Date, the Debtors provided DRC a $20,000
retainer in addition to $45,000 on account of prepetition fees and
expenses.  DRC seeks to first apply the retainer to all
prepetition invoices, thereafter, to have the retainer replenished
to the original retainer amount, and thereafter, to hold the
retainer under the parties' Claims Administration Agreement during
the chapter 11 cases as security for the payment of fees and
expenses under the Claims Administration Agreement.

Colleen McCormick, DRC's Chief Operating Officer, attests that DRC
neither holds nor represents an interest adverse to the Debtors'
estates, and has no connection
to the Debtors, their creditors, or their related parties.

                      About United Retail Group

United Retail Group Inc., owner of the Avenue brand of women's
fashion apparel and a subsidiary of Redcats USA, sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 12-10405) on Feb. 1,
2012, as it seeks to sell the business to Versa Capital Management
for $83.5 million, subject to higher and better offers.

The Company's legal advisor is Kirkland & Ellis LLP; AlixPartners
LLP serves as restructuring advisor and Peter J. Solomon Company
serves as financial advisor and investment banker; and Donlin
Recano & Company Inc. is the notice, claims and administrative
agent.  Versa Capital's legal advisor is Sullivan & Cromwell LLP.

United Retail has arranged a $40 million Debtor-in-Possession
facility from its existing revolving credit lender, Wells Fargo,
to provide sufficient working capital for Avenue to continue to
operate the business as usual.  Wells Fargo is represented in the
case by Jonathan N. Helfat, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C.

Avenue has 433 stores and an e-commerce site --
http://www.avenue.com/. Avenue employs roughly 4,422 employees,
roughly 294 of which are located at Avenue's corporate
headquarters in Rochelle Park, New Jersey or at the Troy
Distribution Facility.  The Company disclosed $117.2 million in
assets and $67.3 million in liabilities as of the Chapter 11
filing.


VALENCE TECHNOLOGY: Incurs $2.4 Million Net Loss in Fiscal Q3
-------------------------------------------------------------
Valence Technology, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $2.41 million on $8.50 million of revenue for the
three months ended Dec. 31, 2011, compared with a net loss of
$2 million on $13.75 million of revenue for the same period during
the prior year.

"Our third quarter revenue results were in line with prior
guidance.  Furthermore, during the quarter we experienced heavy
bid activity to a broad spectrum of customers, including those in
the healthcare, industrial, and commercial fleet markets," said
Robert L. Kanode, president and chief executive officer.

The Company reported a net loss of $12.68 million on
$45.88 million of revenue for the year ended March 31, 2011,
compared with a net loss of $23.01 million on $16.08 million of
revenue during the prior year.

The Company reported a net loss of $10.07 million on $31.05
million of revenue for the nine months ended Dec. 31, 2011,
compared with a net loss of $10.19 million on $31.97 million of
revenue for the same period a year ago.

The Company's balance sheet at Dec. 31, 2011, showed $35.71
million in total assets, $86.30 million in total liabilities,
$8.61 million in redeemable preferred stock, and a $59.20 million
total stockholders' deficit.

                           Going Concern

As a result of the Company's limited cash resources and history of
operating losses there is substantial doubt about its ability to
continue as a going concern.  The Company presently has no further
commitments for financing by its Chairman Carl Berg and or his
affiliates.  Recently, the Company has depended on sales of its
common stock under the At-Market Issuance Agreement with Wm. Smith
& Co and short term loans and stock sales with Mr. Berg.  If the
Company is unable to obtain additional financing from Mr. Berg,
through its agreement with Wm. Smith & Co, or others on terms
acceptable to the Company, or at all, the Company may be forced to
cease all operations and liquidate its assets.

As reported by the TCR on June 3, 2011, PMB Helin Donovan, LLP, in
Austin, Texas, noted that Company's recurring losses from
operations, negative cash flows from operations and net
stockholders' capital deficiency raise substantial doubt about its
ability to continue as a going concern.

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

                        http://is.gd/WEX6r9

                      About Valence Technology

Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) --
http://www.valence.com/-- is a global leader in the development
of safe, long-life lithium iron magnesium phosphate energy storage
solutions and provides the enabling technology behind some of the
world's most innovative and environmentally friendly applications.
Valence Technology has its Research & Development Center in
Nevada, its Europe/Asia Pacific Sales office in Northern Ireland
and global fulfillment centers in North America and Europe.


VILLAGE RESORTS: Wants to Hire Bauch & Michaels as Counsel
----------------------------------------------------------
Village Resorts, Inc., sought and obtained approval from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
Paul M. Bauch, Kenneth A. Michaels Jr., Carolina Y. Sales and
Laura J. Tepich of Bauch & Michaels, LLC , as counsel.

Bauch & Michaels will:

   (a) render legal advice with respect to the powers and duties
       of the Debtor to continue to operate its business and
       manage its property as debtor-in-possession;

   (b) negotiate, prepare and file documents in connection with
       the sale of the Debtor's property;

   (c) take all necessary action to protect and preserve the
       estate of the Debtor, including the prosecution of actions
       on the Debtor's behalf, the defense of any actions
       commenced against the Debtor, negotiations concerning all
       litigation in which the Debtor is or becomes involved, and
       the evaluation and objection to claims filed against the
       estate;

   (d) prepare, on behalf of the Debtor, all necessary
       applications, motions, answers, orders, reports and papers
       in connection with the administration of the estate, and
       appear on behalf of the Debtor at all Court hearings in
       connection with the Debtor's case; and

   (e) render legal advice and perform all other legal services in
       connection with the foregoing and in connection with this
       chapter 11 case.

The principal attorneys who will represent the Debtor in its
chapter 11 case and their standard hourly rates are:

          Paul M. Bauch            $400 per hour
          Kenneth A. Michaels Jr.  $375 per hour
          Carolina Y. Sales        $195 per hour
          Laura J. Tepich          $150 per hour

In addition to seeking payment for those hourly charges, Bauch &
Michaels will charge for all extraordinary or non-overhead
expenses actually incurred on behalf of the Debtor, consistent
with its normal practices.

To the best of the Debtor's knowledge, Bauch & Michaels does not
hold or represent any interest adverse to the Debtor's estate, is
a "disinterested person" as that phrase is defined in section
101(14) of the Bankruptcy Code.

The firm can be reached at:

                  Carolina Y. Sales, Esq.
                  BAUCH & MICHAELS, LLC
                  53 W. Jackson Boulevard, Suite 1115
                  Chicago, IL 60604
                  Tel: (312) 588-5000
                  Fax: (312) 427-5709

                         - and -

                  Kenneth A. Michaels, Jr., Esq.
                  BAUCH & MICHAELS, LLC
                  53 West Jackson Boulevard, Suite 1115
                  Chicago, IL 60604
                  Tel: (312) 588-5000
                  Fax: (312) 427-5709

                         - and -

                  Paul M. Bauch, Esq.
                  BAUCH & MICHAELS LLC
                  53 West Jackson Boulevard, Suite 1115
                  Chicago, IL 60604
                  Tel: (312) 588-5000
                  Fax: (312) 427-5709

Village Resorts, Inc., aka Purple Hotel, filed for Chapter 11
bankruptcy (Bank. N.D. Ill. Case No. 11-50965) on Dec. 21, 2011.
The Debtor estimated assets of $10 million to $50 million and
estimated debts of $10 million to $50 million.  Kun Chae Bae,
signed the petition as president.


VILLAGE RESORTS: Deadline to File Proofs of Claim on March 26
-------------------------------------------------------------
The Bankruptcy Court scheduled March 26, 2012, as the deadline for
creditors of Village Resorts, Inc., to file their proofs of claim
against the Debtor.

Village Resorts, Inc., aka Purple Hotel, filed for Chapter 11
bankruptcy (Bank. N.D. Ill. Case No. 11-50965) on Dec. 21, 2011.
The Debtor estimated assets of $10 million to $50 million and
estimated debts of $10 million to $50 million.  Kun Chae Bae,
signed the petition as president.


VILLAGE RESORTS: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Village Resorts, Inc., filed with the Bankruptcy Court its
schedules of assets and liabilities disclosing:

    Name of Schedule               Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $10,000,000
  B. Personal Property                $1,000
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $5,654,687
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $24,503,154
                                  -----------     -----------
        TOTAL                     $10,001,000     $30,157,842

Village Resorts, Inc., aka Purple Hotel, filed for Chapter 11
bankruptcy (Bank. N.D. Ill. Case No. 11-50965) on Dec. 21, 2011.
The Debtor estimated assets of $10 million to $50 million and
estimated debts of $10 million to $50 million.  Kun Chae Bae,
signed the petition as president.


VITESSE SEMICONDUCTOR: AQR Capital Discloses 8.8% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, AQR Capital Management, LLC, disclosed that,
as of Dec. 31, 2011, it beneficially owns 296,990 shares in common
stock and debt securities that are convertible into 2,018,909
shares of common stock of Vitesse Semiconductor Corporation
representing 8.83% of the shares outstanding.  A full-text copy of
the filing is available for free at http://is.gd/thheEZ

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

Vitesse Semiconductor Corporation filed with the U.S. Securities
and Exchange Commission, its Annual Report on Form 10-K reporting
a net loss of $14.81 million on $140.96 million of net revenues
for the year ended Sept. 30, 2011, compared with a net loss of
$20.05 million on $165.99 million of net revenues during the prior
year.

The Company's balance sheet at Sept. 30, 2011, showed $60.99
million in total assets, $89.45 million in total liabilities and a
$28.45 million total stockholders' deficit.


VITESSE SEMICONDUCTOR: AQR Absolute Discloses 8.8% Equity Stake
---------------------------------------------------------------
AQR Absolute Return Master Account L.P and AQR Capital Management,
LLC, disclosed in an amended Schedule 13G filing with the U.S.
Securities and Exchange Commission that, as of Dec. 31, 2011, they
beneficially own 296,990 shares in common stock and debt
securities that are convertible into 2,018,909 shares of common
stock of Vitesse Semiconductor Corporation representing 8.83% of
the shares outstanding.  A full-text copy of the filing is
available for free at http://is.gd/iVy523

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

Vitesse Semiconductor Corporation filed with the U.S. Securities
and Exchange Commission, its Annual Report on Form 10-K reporting
a net loss of $14.81 million on $140.96 million of net revenues
for the year ended Sept. 30, 2011, compared with a net loss of
$20.05 million on $165.99 million of net revenues during the prior
year.

The Company's balance sheet at Sept. 30, 2011, showed $60.99
million in total assets, $89.45 million in total liabilities and a
$28.45 million total stockholders' deficit.


VOLUNTEER BANCORP: Going Concern Doubt Raised on 2010 Form 10-K
---------------------------------------------------------------
Volunteer Bancorp, Inc., filed on Feb. 7, 2012, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2010.

From April 24, 1997 (the date the Company registered its common
stock pursuant to Section 12(g) of the Securities Exchange Act of
1934 to Dec. 3, 2004 (the date the Company filed a Form 15 to
terminate that registration) Volunteer Bancorp filed with the
United States Securities and Exchange Commission its periodic
reports pursuant to the Exchange Act.

In December of 2004, the Company filed a Form 15, based on the
Company's belief that it satisfied the requirements under Rule
12g-4 to terminate the registration of the common stock, and
thereby suspend the Company's duty to file reports pursuant to the
Exchange Act.  In 2011, the Company discovered that the filing of
the Form 15 was in error; that the Company remained subject to the
reporting requirements under the Exchange Act.

The Company intends to file its quarterly report on Form 10-Q for
the quarterly period ended Sept. 30, 2011, and its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2011, and to
continue to make timely filing of its periodic reports thereafter,
as required by the Exchange Act.

Crowe Horwath LLP, in Brentwood, Tennessee, expressed subtantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has suffered
significant losses in recent years, has elevated levels of non-
performing assets and its subsidiary bank is not in compliance
with minimum capital requirements required by the consent order
with regulatory authorities.

The Company reported a net loss of $3.6 million in 2010, compared
with a net loss of $1.6 million in 2009.  Interest income for 2010
was $6.2 million compared to $7.6 million in 2009.  Total interest
expense was $2.1 million in 2010 compared to $2.8 million in 2009.
The net interest margin was 3.25% in 2010 compared to 3.67% in
2009, or a .42 basis point decrease.

The provision for loan losses in 2010 was $2.7 million and for
2009 was $2.5 million.

The Company's balance sheet at Dec. 31, 2010, showed
$132.9 million in total assets, $130.0 million in total
liabilities, and stockholders' equity of $2.9 million.

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

                       http://is.gd/6ynPej

Rogersville, Tenn.-based Volunteer Bancorp, Inc., is a a
registered bank holding company organized under the laws of
Tennessee, chartered in 1985.  The Company conducts operations
through its subsidiary, The Citizens Bank of East Tennessee, a
state bank organized under the laws of the state of Tennessee in
April 1906.

The Company intends to file its quarterly report on Form 10-Q for
the quarterly period ended Sept. 30, 2011, and its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2011, and to
continue to make timely filing of its periodic reports thereafter,
as required by the Exchange Act.

The Bank provides a full range of retail banking services,
including (i) the acceptance of demand, savings and time deposits;
(ii) the making of loans to consumers, businesses and other
institutions; (iii) the investment of excess funds in the sale of
federal funds, U.S. government and agency obligations, and state,
county and municipal bonds; and (iv) other miscellaneous financial
services usually handled for customers by commercial banks.


WAGSTAFF MINNESOTA: Committee Has Until March 2 to Challenge Liens
------------------------------------------------------------------
The Hon. Nancy C. Dreher of the U.S. Bankruptcy Court for the
District of Minnesota approved a stipulation tolling the deadlines
which the Official Committee of Unsecured Creditors in the Chapter
11 cases of Wagstaff Minnesota, Inc., et al. will challenge liens
and security interests of Debtors' senior secured lenders.

The Court ordered that the Committee will have:

   -- until March 2, 2012, to commence a challenge -- solely with
   respect to the GE Reserved Challenges -- to the alleged liens
   and security interests held by General Electric Capital
   Corporation, General Electric Capital Business Asset Funding
   Corporation of Connecticut, GE Capital Franchise Finance
   Corporation, and Colonial Pacific Leasing Corporation; and

   -- the Committee will have until March 2, to commence a
   challenge -- solely with respect to the PWP Reserved Challenges
   -- to the alleged liens and security interests held by Perella
   Weinberg Partners Asset Based Value Master Fund I L.P. and
   Perella Weinberg Partners ABV Master Fund II A L.P.

                    About Wagstaff Properties

Hanford, California-based Wagstaff Properties LLC and its debtor-
affiliates filed for Chapter 11 protection (Bankr. D. Minn. Case
No. 11-43074) on April 30, 2011.  The cases are jointly
administered with Wagstaff Minnesota, Inc. (Case No. 11-43073).
Bankruptcy Judge Nancy C. Dreher presides over the cases.
Fredrikson & Byron, PA, and Peitzman Weg & Kempinsky LLP,
represent the Debtors in their restructuring efforts.  Alvarez &
Marsal North America LLC serves as the Debtors' financial advisor.
Trinity Capital, LLC and its affiliated broker-dealer, BWK Trinity
Capital Securities LLC, serve as the Debtors' investment banker
with respect to a sale of their assets.  Epiq Bankruptcy Solutions
LLC provides administrative, noticing and balloting services.
Wagstaff Properties estimated assets and liabilities at
$10 million to $50 million.

On June 8, 2011, the U.S. Trustee appointed three member to the
Official Committee of Unsecured Creditors in the Debtors' cases.
Freeborn & Peters LLP and Lommen, Abdo, Cole, King & Stageberg
P.A. serve as the Committee's counsel.


WASHINGTON LOOP: Ch. 11 Wants Wells Fargo's Stay Plea Denied
------------------------------------------------------------
Louis X. Amato, Chapter 11 Trustee for the bankruptcy estate of
Washington Loop, LLC, asks the U.S. Bankruptcy Court for the
Middle District of Florida to deny Wells Fargo Equipment Finance,
Inc.'s renewed motion granting relief from stay based on default
(or anticipatory default) of amended order granting adequate
protection to Wells Fargo.

Wells Fargo, in its renewed motion, stated that pursuant to the
order, the Debtor is required to make certain payments to Wells
Fargo, of which the payments "...will be incorporated into the
Plan", to wit:

   1. agreement 700: the Debtor will make 32 consecutive monthly
   payments of $1619 due on the 26th day of each month commending
   on Nov. 26, 2011 and ending on June 26, 2014.

   2. Agreement 701: the Debtor will make 3 consecutive monthly
   payments of $2705 due on the 11th day of each month commending
   on Nov. 11, 2011 and ending on July 11, 2014.

However, the Debtor filed a joint Liquidating Plan dated Jan. 6,
2012, which constitutes, at a minimum, an anticipatory
default/breach of the order, given the order already incorporates
Plan payments therein.  Clearly the Plan violates the pament
structure under the order, entitling Wells Fargo to relief from
stay thereunder.

The trustee responds that at the time the Plan was filed, and as
of the filing of the objection, the trustee was current on
payments due to Wells Fargo.

The trustee adds that as a result of the mediation between the
trustee and the equity security holders of the Debtor, the trustee
will likely file an Amended Plan in the coming days or weeks which
will address, inter alia, treatment of Wells Fargo's claim in
light of the requirements under the AP Order.

The trustee stresses that it requires the continued use of the
Wells Fargo equipment ? for which the trustee will continue to
make the required payments.

Wells Fargo is represented by:

         Ronald M. Emanuel, Esq.
         RONALD M. EMANUEL, P.A.
         8751 West Broward Blvd., Suite 100
         Plantation, FL 33324
         Tel: (954) 472-7500
         Fax: (954) 472-2222
         E-mail: ron.emanuel@emanlaw.com

The Chapter 11 trustee is represented by:

         Steven M. Berman, Esq.
         Hugo S. deBeaubien, Esq.
         101 E. Kennedy Blvd., Suite 2800
         Tampa, FL 33602
         Tel: (813) 229-7600
         Fax: (813) 229-1660
         E-mail: sberman@slk-law.com
                 bdebeaubien@slk-law.com

                      About Washington Loop

Punta Gorda, Florida-based Washington Loop, LLC, operates an
aggregate mine in Charlotte County, Florida.  The Company owns two
parcels of real property and improvements -- the Loop Property and
the Mirror Lakes Property -- which, together, comprise roughly 474
adjoining acres in Punta Gorda, Charlotte County.  The Company
filed for Chapter 11 bankruptcy protection on March 31, 2011
(Bankr. M.D. Fla. Case No. 11-06053).  Judge Jeffery P. Hopkins
presides over the case. Steven M. Berman, Esq., and Hugo S.
deBeaubien, Esq., at Shumaker, Loop & Kendrick, LLP, in Tampa,
Fla., represent the Debtor as counsel.  The Debtor disclosed
$45,098,259 in assets and $19,703,694 in liabilities as of the
Chapter 11 filing.

The Debtor was dismissed from a prior Chapter 11 case (Case No.
10-27981) by order of the Court entered on March 17, 2011.  In the
prior Chapter 11 case, the Debtor's Schedule F, as filed under
penalty of perjury, listed some 34 general unsecured creditors
totaling claims of $1,953,354.  All Schedule F debts were listed
as non-contingent, liquidated, and undisputed.

The Debtor now declares that all Schedule F debts are
unliquidated.  These schedules were filed no less than two weeks
after the dismissal of the prior Chapter 11 case, and only six
weeks after the Debtor filed its Schedule F in that case.

Don Walton, the United States Trustee for Region 21, and Charles
A. Robinson Living Trust, creditor and interest holder against
Washington Loop, filed separate requests to convert the Debtor's
2011 Chapter 11 reorganization case to Chapter 7 liquidation.

Washington Loop filed with the Court a Chapter 11 plan and an
explanatory disclosure statement on Aug. 18, 2011.  The Troubled
Company Reporter published a summary of the Plan in its Sept. 6,
2011 edition.  The Plan is a reorganization plan accomplished
through the continuation of the Debtor's primary business: the
mining of the 750-acre property in Punta Gorda, Florida.  The
Debtor seeks to accomplish payment under the Plan primarily from
the proceeds of the sale of mining materials and or the refinance
of the Washington Loop Property.

The Plan proposes to pay secured creditors -- ROBBIE, Mirror Lakes
V, Mike Treworgy and Wells Fargo Equip Finance -- the present
value of their claim at a market interest rate over an 84-month
period through net income generated from the mining operation and
through a sale or refinance of the Washington Loop Property.  The
Effective Date of the proposed Plan is Dec. 15, 2011.  The first
payment due under the plan is Jan. 15, 2012.  Allowed Class 8
General Unsecured Claims will receive 100% of their allowed claim
on or before the 84th month following the Effective Date.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?76c8

On Sept. 19, 2011, the Court appointed of Louis X. Amato as
Chapter 11 trustee, which is represented by Shumaker, Loop &
Kendrick, LLP.  The trustee tapped Rock Enterprises, Inc., as
engineering consultant, Joseph R. Schortz, C.P.A, PLLC, as
accountants, Douglas Wilson Companies as broker, and Lovina Lehr
as consultant.


WASHINGTON MUTUAL: HoldCo Objects to Seventh Amended Joint Plan
---------------------------------------------------------------
BankruptcyData.com reports that HoldCo Advisors filed with the
U.S. Bankruptcy Court an objection to Washington Mutual's Modified
Seventh Amended Joint Plan.

The objection asserts, "First, the Plan violates section 510(a) of
the Bankruptcy Code, because the current plan waterfall provisions
subordinates the CCB-1 Guarantees Claims in a manner inconsistent
with the governing contractual provisions and applicable law, thus
rendering the Plan unconfirmable under section 1129(a)(3) of the
Bankruptcy Code. Second, given that the CCB-1 Guarantees Claims
(Class 14) have voted against the Plan, the Debtors must satisfy
the requirements of section 1129(b) of the Bankruptcy Code to
confirm that Plan over the objection of this dissenting class.
However, the Debtors cannot meet this burden because the Plan
violates the absolute priority rule embodied in section
1129(b)(2)(B)(ii) of the Bankruptcy Code (the 'Absolute Priority
Rule'), by providing recovery to equity before holders of the CCB-
1 Guarantees Claims receive payment in full. Third, the Plan does
not satisfy the requirements of section 1129(b) of the Bankruptcy
Code to confirm the Plan over the objection of a dissenting class
for the additional reason that, in violation of section 1129(b)(1)
of the Bankruptcy Code, it unfairly discriminates against the
dissenting class of CCB-1 Guarantees Claims by forcing them to
accept Runoff Notes that will be put into a Liquidating Trust
while other unsecured creditors will receive cash. The Plan's
treatment of the CCB-1 Guarantees Claims thus suffers from fatal
defects which, unless modified, render the Plan unconfirmable."

                     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.


WESTERN POZZOLAN: Status Conference Set for March 14
----------------------------------------------------
The Bankruptcy Court will hold a Status Conference in the Chapter
11 case of Western Pozzolan Corp. on March 14, 2012, at 9:30 a.m.
at MKN-Courtroom 2, Foley Federal Bldg.

Western Pozzolan Corp. filed a bare-bones Chapter 11 bankruptcy
petition (Bankr. D. Nev. Case No. 12-11040) in Las Vegas, Nevada,
on Jan. 30, 2012.  Judge Mike K. Nakagawa has been assigned to the
case, taking over from Judge Linda B. Riegle.  Matthew Q.
Callister, Esq., at Callister & Associates, serves as the Debtor's
counsel.  The Debtor estimated assets of $10 million to
$50 million and debts of up to $10 million.  The petition was
signed by James W. Scott, vice president.

According to its Web site, Western Pozzolan operates the Long
Valley Pozzolan Plant in Lassen County, California.  Activities
include mining, processing, developing and marketing Pozzolan for
a variety of applications for which this inorganic, industrial
mineral is uniquely suited.

TCR's records indicate that this is not Western Pozzolan's first
bankruptcy filing.  The Debtor sought bankruptcy protection
(Bankr. D. Nev. Case NO. 10-27096) in Las Vegas on Sept. 9, 2010.


WOODLAKE GOLF: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
My San Antonio reports Pecan Valley Golf Club, owner of Woodlake
Golf Course, has filed for Chapter 11 bankruptcy protection,
citing financial troubles.

According to the report, efforts to find a buyer for the Northeast
Side course at 6500 Woodlake Parkway have not panned out.

The report says the course lost almost $163,000 in 2010, tax
records filed in the bankruptcy case show.  It listed in court
documents nearly $3.1 million in assets and about $2 million in
liabilities.

The report notes that Woodlake's December 29 bankruptcy preceded
the demise of Pecan Valley, which closed for financial reasons.

The report says Woodlake's creditors include the San Antonio River
Authority, which is owed $805,832; Nova Group, which holds a first
lien on the course and is owed $250,000; Wells Fargo, owed
$172,841; the IRS, owed $45,620; and Bexar County, owed $49,242.

The report relates that Bexar County sued Woodlake in late 2010 to
collect property taxes.  The course worked out a settlement and
has been paying about $2,000 a month since June, according to
Carri Baker Wells of Linebarger Goggan Blair & Sampson LLP, the
law firm representing the county.

Woodlake Golf Club, LLC, filed for Chapter 11 protection (Bankr.
W.D. Tex. Case No. 11-54453) on Dec. 29, 2011.


WORLD SURVEILLANCE: La Jolla To Sell 50 Million of Common Shares
----------------------------------------------------------------
World Surveillance Group Inc. filed with the U.S. Securities and
Exchange Commission a Form S-1 prospectus relating to the offer
and sale of up to 50,000,000 shares of the Company's common stock,
par value $0.00001 per share, which may be resold from time to
time by La Jolla Cove Investors, Inc.

The 50,000,000 shares may be acquired by the selling stockholder
pursuant to a certain convertible debenture that was issued in a
private placement in reliance on Section 4(2) of the Securities
Act of 1933, as amended, and Rule 506 promulgated thereunder.

The initial financing of $500,000 was paid at the closing to the
Company and an additional aggregate investment in the Company of
$5.0 million is required by the private placement documents.  The
selling stockholder also has the right to purchase an additional
$5.0 million of the Company's common stock at a purchase price of
$0.21 per share for a period of three years.  The private
placement closed on Feb. 2, 2012.

Other than commissions and legal fees of the selling stockholder,
the Company will bear all expenses incurred in connection with
registration of the common stock offered by the selling
stockholder.

The Company's common stock is traded on the OTCBB under the symbol
"WSGI."  On Feb. 2, 2012, the closing price of the Company's
common stock was $0.04 per share.

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

                       http://is.gd/juJ3vX

                    About World Surveillance

World Surveillance Group Inc. designs, develops, markets and sells
autonomous lighter-than-air (LTA) unmanned aerial vehicles (UAVs)
capable of carrying payloads that provide persistent security
and/or wireless communication from air to ground solutions at low,
mid and high altitudes.  The Company's airships, when integrated
with electronics systems and other high technology payloads, are
designed for use by government-related and commercial entities
that require real-time intelligence, surveillance and
reconnaissance or communications support for military, homeland
defense, border control, drug interdiction, natural disaster
relief and maritime missions.  The Company is headquartered at the
Kennedy Space Center, in Florida.

The Company reported a net loss of $340,155 on $130,144 of net
sales for the nine months ended Sept. 30, 2011, compared with a
net loss of $7.78 million on $200,000 of net sales for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $2.94
million in total assets, $16.87 million in total liabilities and a
$13.93 million total stockholders' deficit.

Rosen Seymour Shapss Martin & Company LLP, in New York, expressed
substantial doubt about Sanswire's ability to continue as a
going concern, following the Company's results for the fiscal year
ended Dec. 31, 2010.  The independent auditor noted that the
Company has experienced significant losses and negative cash
flows, resulting in decreased capital and increased accumulated
deficits.


WORLD SURVEILLANCE: Raymer Maguire Discloses 7.1% Equity Stake
--------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission on Feb. 8, 2012, Raymer F. Maguire III and his
affiliates disclosed that they beneficially own 29,201,708 shares
of common stock of World Surveillance Group, Inc., representing
7.1% of the shares outstanding.  A full-text copy of the filing is
available for free at http://is.gd/ZtQuEB

                     About World Surveillance

World Surveillance Group Inc. designs, develops, markets and sells
autonomous lighter-than-air (LTA) unmanned aerial vehicles (UAVs)
capable of carrying payloads that provide persistent security
and/or wireless communication from air to ground solutions at low,
mid and high altitudes.  The Company's airships, when integrated
with electronics systems and other high technology payloads, are
designed for use by government-related and commercial entities
that require real-time intelligence, surveillance and
reconnaissance or communications support for military, homeland
defense, border control, drug interdiction, natural disaster
relief and maritime missions.  The Company is headquartered at the
Kennedy Space Center, in Florida.

The Company reported a net loss of $340,155 on $130,144 of net
sales for the nine months ended Sept. 30, 2011, compared with a
net loss of $7.78 million on $200,000 of net sales for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $2.94
million in total assets, $16.87 million in total liabilities and a
$13.93 million total stockholders' deficit.

Rosen Seymour Shapss Martin & Company LLP, in New York, expressed
substantial doubt about Sanswire's ability to continue as a
going concern, following the Company's results for the fiscal year
ended Dec. 31, 2010.  The independent auditor noted that the
Company has experienced significant losses and negative cash
flows, resulting in decreased capital and increased accumulated
deficits.


WWA GROUP: Amends 2010 Form 10-K; Has $1.7-Mil. Restated Net Loss
-----------------------------------------------------------------
WWA Group, Inc., has amended in their entirety its Form 10-K filed
on April 15, 2011, its Form 10-K/A filed on Nov. 14, 2011, to:
(i) include amended consolidated income statement; (ii) include
amended consolidated statements of cash flows that utilize the
indirect method to adjust net income to reconcile to net cash
provided by operating activities and properly reconcile the
comparative annual periods; (iii) amend its disclosure in Note M ?
Segment Information to reconcile segment information with amounts
reported in the financial statements, (iv) amend Note N and Note O
to reconcile with changes made in the consolidated statements of
cash flow; (v) amend its management discussion of financial
condition and results of operations to reconcile with changes made
to the consolidated statements of cash flows; and (vi) a revised
audit report.

In its Feb. 3, 2012 revised audit report on the Company's
financial statements as of and for the fiscal years ended Dec. 31,
2010, and 2009, Pinaki & Associates, LLC, in Hayward, Calif.,
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.

The Company reported a net loss from continuing operations of
$471,813 on $84,770 of revenues in 2010, compared to a net loss of
$978,859 on $102,653 of revenues in 2009.  Including discontinued
operations, the net loss was $1.7 million in 2010 as compared to
$1.9 million in 2009.

The Company's balance sheet as Dec. 31, 2010, showed $4.4 million
in total assets, $99,220 in total liabilities, and stockholders;
equity of $4.3 million.

A copy of the Form 10-K/A-2 is available for free at:

                      http://is.gd/FqjJ8w

Austin, Texas-based WWA Group, Inc., is a U.S. registered
diversified industrial services company.  The Company was founded
on heavy equipment Auctions in Dubai, and expanded into Shipping,
equipment rentals, Construction, Earthmoving, and other
complimentary services.  The Dubai operations were sold off in
October 2010, and the Company continues to hold its investment
into a US based construction and project management company and an
on line asset auction company based in the US.


* US Trustee Stands By Changes to Ch. 11 Fee Guidelines
-------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that the U.S. Trustee
Program defended itself Tuesday from a barrage of criticism from
top law firms and others who say proposed updates to the Chapter
11 billing guidelines threaten to create administrative, financial
and ethical problems for bankruptcy attorneys.

"Written comments from many of the largest law firms reflect the
view that the current system for reviewing attorneys' fees does
not require reform," Jane Limprecht, a spokeswoman for the
government, told Law360 in an email.


* 9th Circ. Won't Rule On Orders Keeping Trustees Onboard
---------------------------------------------------------
Roxanne Palmer at Bankruptcy Law360 reports that the Ninth Circuit
said in a precedential ruling Thursday that it does not have
jurisdiction to hear appeals of bankruptcy court orders denying
requests to remove Chapter 11 trustees, saying such decisions are
not final appealable orders.

While the Ninth Circuit has appellate jurisdiction over final
orders of district courts that review bankruptcy decisions, the
underlying order in the current case ? which denied a request to
jettison the trustee for bankrupt food processor SK Foods ? is not
final, the appeals court found, according to Law360.


* BOND PRICING -- For Week From Feb. 6 to 10, 2012
--------------------------------------------------


  Company          Coupon   Maturity  Bid Price
  -------          ------   --------  ---------
AMBAC INC           9.375   8/1/2011    11.125
AMBAC INC           9.500  2/15/2021    11.000
AMBAC INC           7.500   5/1/2023    14.140
AMBAC INC           5.950  12/5/2035     9.600
AMBAC INC           6.150   2/7/2087     1.000
ACARS-GM            8.100  6/15/2024     1.000
AES EASTERN ENER    9.000   1/2/2017    29.000
AGY HOLDING COR    11.000 11/15/2014    42.725
AHERN RENTALS       9.250  8/15/2013    39.900
ALION SCIENCE      10.250   2/1/2015    52.000
AMR CORP            9.200  1/30/2012    26.250
AMR CORP            9.000   8/1/2012    31.500
AM AIRLN PT TRST   10.180   1/2/2013    67.000
AMR CORP            6.250 10/15/2014    29.250
AMR CORP           10.200  3/15/2020    27.750
AMR CORP           10.290   3/8/2021    19.100
AMR CORP           10.550  3/12/2021    27.100
AMR CORP           10.000  4/15/2021    26.561
AMR CORP           10.125   6/1/2021    15.500
AMR CORP            9.750  8/15/2021    28.500
AMR CORP            4.500  2/15/2024    11.000
AMERICAN ORIENT     5.000  7/15/2015    43.259
BBY-CALL02/12       2.250  1/15/2022    95.719
BROADVIEW NETWRK   11.375   9/1/2012    85.025
BANKUNITED FINL     3.125   3/1/2034     7.125
CALIF BAPTIST       7.600 11/15/2012    20.000
CALIF BAPTIST       7.900 11/15/2017    20.000
CATERPILLAR FINL    5.750  2/15/2012   100.102
CIRCUS & ELDORAD   10.125   3/1/2012    85.100
DIRECTBUY HLDG     12.000   2/1/2017    22.125
DIRECTBUY HLDG     12.000   2/1/2017    22.125
DELTA PETROLEUM     3.750   5/1/2037    65.000
DUNE ENERGY INC    10.500   6/1/2012    91.351
EASTMAN KODAK CO    7.250 11/15/2013    30.000
EASTMAN KODAK CO    7.000   4/1/2017    29.500
EASTMAN KODAK CO    9.950   7/1/2018    29.750
ENERGY CONVERS      3.000  6/15/2013    33.500
EVERGREEN SOLAR    13.000  4/15/2015    47.500
FHLB-CALL02/12      2.600  8/15/2017    99.892
FIBERTOWER CORP     9.000 11/15/2012    15.250
GREAT ATLA & PAC    5.125  6/15/2011     1.688
GEN ELEC CAP CRP    4.000  2/15/2012    99.926
GLB AVTN HLDG IN   14.000  8/15/2013    28.000
GMX RESOURCES       5.000   2/1/2013    60.360
GMX RESOURCES       5.000   2/1/2013    61.000
GOLDMAN SACHS GP    5.300  2/14/2012   100.012
GLOBALSTAR INC      5.750   4/1/2028    50.250
HAWKER BEECHCRAF    8.500   4/1/2015    24.000
HAWKER BEECHCRAF    9.750   4/1/2017    11.940
ELEC DATA SYSTEM    3.875  7/15/2023    93.060
LEHMAN BROS HLDG    6.000  7/19/2012    27.125
LEHMAN BROS HLDG    5.000  1/22/2013    26.000
LEHMAN BROS HLDG    5.625  1/24/2013    27.000
LEHMAN BROS HLDG    5.100  1/28/2013    25.500
LEHMAN BROS HLDG    5.000  2/11/2013    26.500
LEHMAN BROS HLDG    4.800  2/27/2013    26.000
LEHMAN BROS HLDG    5.000  3/27/2013    26.500
LEHMAN BROS HLDG    5.750  5/17/2013    26.400
LEHMAN BROS HLDG    4.800  3/13/2014    27.000
LEHMAN BROS HLDG    5.000   8/3/2014    24.000
LEHMAN BROS HLDG    6.200  9/26/2014    27.375
LEHMAN BROS HLDG    5.150   2/4/2015    25.500
LEHMAN BROS HLDG    5.250  2/11/2015    26.000
LEHMAN BROS HLDG    8.800   3/1/2015    26.010
LEHMAN BROS HLDG    7.000  6/26/2015    24.000
LEHMAN BROS HLDG    8.500   8/1/2015    26.250
LEHMAN BROS HLDG    5.000   8/5/2015    25.880
LEHMAN BROS HLDG    7.000 12/18/2015    26.000
LEHMAN BROS HLDG    5.500   4/4/2016    26.500
LEHMAN BROS HLDG    8.920  2/16/2017    26.000
LEHMAN BROS HLDG   11.000  6/22/2022    25.750
LEHMAN BROS HLDG   11.000  7/18/2022    26.500
LEHMAN BROS HLDG   11.500  9/26/2022    25.750
LEHMAN BROS HLDG    9.500  2/27/2023    25.500
LEHMAN BROS HLDG   10.375  5/24/2024    25.500
LEHMAN BROS INC     7.500   8/1/2026     3.000
LEHMAN BROS HLDG   11.000  3/17/2028    26.250
LOCAL INSIGHT      11.000  12/1/2017     0.501
LIFECARE HOLDING    9.250  8/15/2013    78.250
MASHANTUCKET PEQ    8.500 11/15/2015     5.025
MF GLOBAL HLDGS     6.250   8/8/2016    32.750
MF GLOBAL LTD       9.000  6/20/2038    30.500
MANNKIND CORP       3.750 12/15/2013    60.750
PMI GROUP INC       6.000  9/15/2016    21.750
PENSON WORLDWIDE    8.000   6/1/2014    42.307
REDDY ICE CORP     13.250  11/1/2015    44.280
REAL MEX RESTAUR   14.000   1/1/2013    47.000
RESIDENTIAL CAP     6.500   6/1/2012    99.186
RESIDENTIAL CAP     6.500  4/17/2013    58.000
THORNBURG MTG       8.000  5/15/2013    10.250
THQ INC             5.000  8/15/2014    50.250
TOUSA INC           9.000   7/1/2010    13.000
TOUSA INC           9.000   7/1/2010    12.967
TDS INVESTOR        9.875   9/1/2014    55.250
TRAVELPORT LLC     11.875   9/1/2016    29.000
TRAVELPORT LLC     11.875   9/1/2016    28.375
TIMES MIRROR CO     7.250   3/1/2013    35.050
TRIBUNE CO          5.250  8/15/2015    34.650
MOHEGAN TRIBAL      8.000   4/1/2012    75.500
MOHEGAN TRIBAL      7.125  8/15/2014    58.150
TEXAS COMP/TCEH    10.250  11/1/2015    29.250
TEXAS COMP/TCEH    10.250  11/1/2015    30.050
TEXAS COMP/TCEH    10.250  11/1/2015    32.500
CONTL AIRLINES      6.563  2/15/2012    99.750
VERENIUM CORP       5.500   4/1/2027    94.999
VERENIUM CORP       5.500   4/1/2027    95.250
VERSO PAPER        11.375   8/1/2016    43.000
WILLIAM LYONS       7.625 12/15/2012    27.500
WILLIAM LYON INC   10.750   4/1/2013    27.720
WILLIAM LYON INC    7.500  2/15/2014    26.000
WESTERN EXPRESS    12.500  4/15/2015    52.500



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***