TCR_Public/120214.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, February 14, 2012, Vol. 16, No. 44

                            Headlines

301 MISSION: Voluntary Chapter 11 Case Summary
34 DAY: Case Summary & 2 Largest Unsecured Creditors
31-33 WEST: Voluntary Chapter 11 Case Summary
51-53 WEST: Voluntary Chapter 11 Case Summary
ABITIBIBOWATER INC: Has $41MM Profit in 1st Year After Chapter 11

ACCENTIA BIOPHARMA: Reports $660,500 Net Income in Dec. 31 Quarter
AES EASTERN: Debtor, Creditors Want Case to Stay in Delaware
AGE REFINING: Plan of Reorganization Declared Effective
AGE REFINING: Ex-CEO Settles Ch. 11 Trustee Suit for $3.6 Million
AIRVANA NETWORK: Moody's Cuts Corporate Family Rating to 'Caa1'

AMERICAN AXLE: Reports $137.1 Million Net Income in 2011
AMERICAN VISUAL: Case Summary & 20 Largest Unsecured Creditors
AMERICAN AIRLINES: Court OKs Shares/Claims Trading Limits
ANCHOR BANCORP: Incurs $11.8 Million Net Loss in Dec. 31 Quarter
ANOINTED WORD: Case Summary & 5 Largest Unsecured Creditors

AXION INTERNATIONAL: Samuel Rose Discloses 7.3% Equity Stake
BEAU VIEW: Sec. 341 Creditors' Meeting Set for March 14
BEAU VIEW: Can Hire Newman Law Firm as Bankruptcy Counsel
BEAU VIEW: Files List of 4 Largest Unsecured Creditors
B-G&G INVESTORS: Case Summary & 11 Largest Unsecured Creditors

BROWNSTONE LOFTS: Court Lifts Stay on Bellevue Avenue Property
BUFFETS RESTAURANTS: Creditors Object to Bankruptcy Loan
CASINO PLAYER: Case Summary & 20 Largest Unsecured Creditors
CATALYST PAPER: Wins CCAA Court Nod of $175MM in Financing
CDC CORP: Morgan Joseph OK'd as Equity Panel's Financial Advisor

CDEX INC: Commences Debt Restructuring Via Chapter 11
CELL THERAPEUTICS: BlackRock Discloses 5.4% Equity Stake
CENTRAL FEDERAL: SEC Declares Rights Offering as Effective
CENTRAL-ROOSEVELT, LLC: Voluntary Chapter 11 Case Summary
CFRI/GREENLAW DYER: Court Dismisses Chapter 11 Case

CHARTER NAT'L: Closed; Barrington Bank & Trust Assumes Deposits
CHRIST HOSPITAL: Meeting to Form Creditors' Panel on Feb. 15
CINCINNATI BELL: Fitch Assigns Issuer Default Rating at 'B'
CITIZENS REPUBLIC: Second Curve Discloses 4.3% Equity Stake
CLARE OAKS: Has Access to Wells Fargo's Cash Until March 9

CLARE OAKS: Neal Wolfe Approved as Counsel for Creditors Committee
CLEAR CHANNEL: Owns 88.9% of Channel Outdoor's Class A Shares
CLEAR CHANNEL: Bank Debt Trades at 18% Off in Secondary Market
CLIFFS COMMUNITIES: Files for Chapter 11 Bankruptcy Protection
COACH AMERICA: Appoints Laura Hendricks Chief Executive Officer

COMARCO INC: T. Rowe Price Discloses 9.1% Equity Stake
COMMERCIAL BARGE: Moody's Affirms 'B2' Corporate Family Rating
COMMERCIAL VEHICLE: RS Investment Holds 6.9% Equity Stake
CONNAUGHT GROUP: Case Summary & 30 Largest Unsecured Creditors
COSTA BONITA: Status Conference Slated for April 3

COSTA BONITA: Sec. 341 Creditors' Meeting Set for March 12
DAIRY FARMERS: Moody's Issuer Summary Credit Opinion
DALLAS HIGH: Files Schedules of Assets and Liabilities
DALLAS HIGH: Court OKs Aleshire, Crosland & Wells as Counsel
DALLAS HIGH: Can Use RiverSource Cash Collateral Through Feb. 29

DEHLER MANUFACTURING: Files Schedules of Assets and Liabilities
DELTA PETROLEUM: Taps KPMG to Provide Audit and Tax Services
DELTA PETROLEUM: Taps HYPERAMS LLC as Office Equipment Auctioneer
DELTA PETROLEUM: Anthony Mandekic Resigns as Director of Company
DEX MEDIA EAST: Bank Debt Trades at 52% Off in Secondary Market

DEX MEDIA WEST: Bank Debt Trades at 42% Off in Secondary Market
DRINKS AMERICAS: Worldwide Beverage Holds 49% Equity Stake
EDUCATION MANAGEMENT: Moody's Cuts Corp. Family Rating to 'B2'
EASTMAN KODAK: Holzer Holzer Probing Securities Violations
EASTMAN KODAK: Phasing Out Digital Camera Business

EL METATE: Case Summary & 20 Largest Unsecured Creditors
EL PASO LIGHTHOUSE: Case Summary & 17 Largest Unsecured Creditors
EPICEPT CORP: To Raise $2 Million in Registered Direct Offering
EVERGREEN APARTMENTS: Case Summary & 8 Largest Unsecured Creditors
EVERGREEN SOLAR: Creditors, Secured Noteholders Settle

FIRST SECURITY: Robert Lane Named as Director
FIRST SECURITY: Completes Transformation of Exec. Management Team
FOREST GATE: Case Summary & 20 Largest Unsecured Creditors
GAMETECH INT'L: Charles Jobson Discloses 8.9% Equity Stake
GETTY PETROLEUM: Can Employ Greenberg Traurig as Counsel

GETTY PETROLEUM: Committee Has OK for A&M as Financial Advisors
GETTY PETROLEUM: Committee Retains Wilmer Cutler as Counsel
GETTY PETROLEUM: Taps Ross Rosenthal & Company as Accountants
GETTY PETROLEUM: Files Schedules of Assets and Liabilities
GIBRALTAR KENTUCKY: Files for Chapter 11 in West Palm Beach

GLENN MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
GMX RESOURCES: BlackRock Discloses 6.4% Equity Stake
HAWKER BEECHCRAFT: Bank Debt Trades at 23% Off in Secondary Market
HEALTH CARE: Fitch Affirms 'BB+' Rating on $1-Bil. Pref. Stock
HEATH GLOBAL: Case Summary & Largest Unsecured Creditor

HERCULES OFFSHORE: Incurs $21.4 Million Net Loss in 4th Quarter
HOLIDAY TOURS: Case Summary & 13 Largest Unsecured Creditors
HOSTESS BRANDS: Bimbo Opposes Exit From Multiemployer Plans
HOSTESS BRANDS: Seeks to Tie Down CEO Driscoll With Contract
IBI CORP: Gets Conditional Approval for Listing and Trading

INDYMAC BANCORP: Former CEO Settles Bankruptcy Lawsuit for $20MM
ISAACSON STRUCTURAL: Heico Backs Out of Sale Agreement
JAMES RIVER: Steelhead Partners Owns 8.5% of Common Shares
J.C. DUKE: Case Summary & 20 Largest Unsecured Creditors
JER/JAMESON: Has Until Feb. 20 to File Schedules and Statements

JESCO CONSTRUCTION: U.S. Trustee Appoints 3-Member Creditors Panel
JOBSON MEDICAL: Asks Court to OK Lowenstein Sandler as Counsel
JOBSON MEDICAL: Taps Kurtzman Carson as Admin. & Claims Agent
JOBSON MEDICAL: Hiring Gordian Group as Investment Banker
JOBSON MEDICAL: Combined Plan Hearing on March 5

JOBSON MEDICAL: GECC Consents to Cash Use Through March 26
KV PHARMACEUTICAL: Incurs $37.8 Million Net Loss in Dec. 31 Qtr.
LOS GATOS: Court Extends Exclusive Solicitation Period to April 30
LPATH INC: William Harris Does Not Own Class A Shares
LSP ENERGY: Case Summary & 20 Largest Unsecured Creditors

MADISON AT VILLAGE: Case Summary & 2 Largest Unsecured Creditors
MALIBU LOAN: Fitch Affirms Rating on $110-Mil. Notes at 'CCCsf'
MANAGEMENT VI: Voluntary Chapter 11 Case Summary
MARSICO HOLDINGS: Bank Debt Trades at 60% Off in Secondary Market
MASCO CORP: Moody's Issues Summary Credit Opinion

MF GLOBAL: Finkelstein Thompson Probes Potential Claims
MOHEGAN TRIBAL: Early Tender Period Terminates Feb. 10
MONARCH-GAE, LLC: Case Summary & Largest Unsecured Creditor
MORGANS HOTEL: BlackRock Discloses 7.7% Equity Stake
MTR GAMING: Moody's Lowers Corporate Family Rating to 'Caa1'

NASSAU BROADCASTING: Seeks Court Approval to Sell All Assets
NATIONAL ENVELOPE: Exit From Contaminated Plant Opposed
NAUTICA LAKES: Case Summary & 12 Largest Unsecured Creditors
NAVISTAR INT'L: Jeffrey Altman Discloses 7% Equity Stake
NORTHERN BERKSHIRE: North Adams Hospital Sets April Confirmation

OIL SANDS: Secures DIP Financing of C$3.75MM From Century Services
OILSANDS QUEST: Vanguard Group Owns 6.91% of Common Stock
OMEGA NAVIGATION: AQR Capital Ceases to Own Any Common Shares
OPEN RANGE: Wants until April 3 to Propose Chapter 11 Plan
OPEN RANGE: Wants Until March 19 to Decide on Headquarters' Lease

OPEN RANGE: Creditors Committee Supports Chapter 7
OVERLAND STORAGE: Incurs $4.3 Million Net Loss in Fiscal Q2 2012
OWENS & MINOR: Moody's Raises Corporate Family Rating to 'Ba1'
OWENS CORNING: Moody's Issues Summary Credit Opinion
PACIFIC AVENUE: Committee Appeals Judge's Ruling to Disband Panel

PEAK BROADCASTING: Has Access to Cash Collateral Until March 2
PEAK BROADCASTING: Can Hire Edinger Associates as Special Counsel
PEAK BROADCASTING: Can Employ Pachulski Stang as Local Counsel
PEAK BROADCASTING: Can Employ Mullin Richter as Lead Counsel
PEAK BROADCASTING: Court Approves FCC Trust Agreement

PENN CAMERA: Calumet Assumes Three Store Locations for $600,000
PBS LUMBER: Files for Chapter 11 in Alexandria
PJ FINANCE: Court Expands E&Y Employment to Include Auditing Svcs.
POST STREET: Post Investors Wants Revisions in New Loan Deal
QUANTUM CORP: Reports $3.9 Million Net Income in Dec. 31 Quarter

QUANTUM CORP: BlackRock Discloses 5% Equity Stake
RANCHER ENERGY: Appoints Borgers & Cutler as Independent Auditors
R.E. LOANS: Class Plaintiffs Want Case Move from Dallas to Calif.
REAL MEX: Duff & Phelps OK'd as Committee Financial Advisor
REAL MEX: Trustee Names Luis Salazar as Consumer Privacy Ombudsman

REAL MEX: Tennenbaum, JPMorgan & Z Capital Tie-Up Leads Auction
REGAL ENTERTAINMENT: Fitch Affirms Issuer Default Rating at 'B+'
REYNOLDS GROUP: Moody's Affirms 'B2' Corporate Family Rating
ROBERTSON KENNELS: Case Summary & 3 Largest Unsecured Creditors
ROTECH HEALTHCARE: Jefferies Discloses 5.3% Equity Stake

ROTECH HEALTHCARE: Joe Allbaugh Resigns from Board
RYLAND GROUP: Invesco Discloses 11.3% Equity Stake
RYLAND GROUP: BlackRock Discloses 9.4% Equity Stake
RYLAND GROUP: State Street Discloses 6.8% Equity Stake
SCB BANK: Closed; First Merchants Bank NA Assumes All Deposits

SEANERGY MARITIME: Receives Waivers on Citibank Loan Facility
SFVA INC: Has Until March 7 to Find Financing or File Plan
SHAW COMMUNICATIONS: Moody's Updates Credit Opinion
SHUBH HOTELS: Voluntary Chapter 11 Case Summary
SOTHEBY'S INC: Moody's Issues Summary Credit Opinion

SPARRER SAUSAGE: Bank Problems Cue Chapter 11 Bankruptcy Filing
SPARRER SAUSAGE: Case Summary & 20 Largest Unsecured Creditors
SPIRES RENTAL: Voluntary Chapter 11 Case Summary
SPRINGLEAF FINANCE: Bank Debt Trades at 8% Off in Secondary Market
SUMO DEVELOPMENT: Florence City Irons Out Portion of Agreement

SUNGOLD HOSPITALITY: Voluntary Chapter 11 Case Summary
SURGERY PARTNERS: Moody's Lowers Corporate Family Rating to 'B2'
SYNOVUS FINANCIAL: Moody's Assigns'B2' Rating to Senior Notes
TBS INT'L: Won't Appeal Nasdaq Determination to Delist Shares
TBS INT'L: Artis Capital Owns 6.5% of Class A Ordinary Shares

TENET HEALTHCARE: Vanguard Group Discloses 6.5% Equity Stake
TEXTRON FINANCIAL: Fitch Upgrades Issuer Default Rating From BB+
TRAILER BRIDGE: Stutsman Thames Approved as Committee Counsel
TSC GLOBAL: Files for Chapter 11 to Restructure Operations
TXU CORP: Bank Debt Trades at 41% Off in Secondary Market

TXU CORP: Bank Debt Trades at 36% Off in Secondary Market
ULLICO CASUALTY: A.M. Best Downgrades FSR to 'B'
UNISYS CORP: Fairpointe Capital Discloses 10.2% Equity Stake
UNIVITA HEALTH: Moody's Affirms 'B2' Corporate Family Rating
US POSTAL: To Default on Health Benefits Absent Law Changes

USEC INC: Vanguard Group Discloses 5.2% Equity Stake
USELTON ARMS: Files for Chapter 11 Bankruptcy Protection
USELTON ARMS: Case Summary & 6 Largest Unsecured Creditors
VERENIUM CORP: BlackRock Discloses 5% Equity Stake
VLG HOSPITALITY: Case Summary & 13 Largest Unsecured Creditors

WARNER MUSIC: Incurs $26 Million Net Loss in Fiscal Q1
WESTERLY HOSPITAL: Moody's Cuts Long-Term Bond Rating to 'Ca1'
WHITE KNOLL: Files for Chapter 11 in Los Angeles
WILLIAM LYON: Gets Confirmation of Pre-Packaged Plan
WINDMILL ENVIRONMENTAL: Case Summary & 21 Largest Unsec Creditors

WINGATE AIRPORT: Satisfied Liens, Wants Chapter 11 Case Dismissed
WOODWARD-PARKER CORPORATION: Case Summary & Creditors List
YESHIVA NESIVOS: Case Summary & 21 Largest Unsecured Creditors
ZALE CORP: BlackRock Discloses 7.3% Equity Stake

* S&P: Global Corporate Defaults Total 14 So Far in 2012
* Bank Failures in Illinois and Indiana Bring 2012 Tally to 9
* Divided Court Makes Demand Letters Non-Dischargeable
* Unclaimed Money Haunts Firms Winding Down in Bankruptcy

* Attack on Judicial Arbitration has Delaware Playing Defense
* Cohen & Grisby Adds S. Goncz to Estates & Trusts Group
* Charles Kazaz Joins Blakes Environmental Group as Partner
* 9th Cir. Appoints Hammond as N.D. Calif. Bankruptcy Judge

* Large Companies With Insolvent Balance Sheets



                            *********

301 MISSION: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: 301 Mission Grand LLC
        c/o Pamela LaBruyere
        Solomon, Grindle, Silverman & Wintringer
        12651 High Bluff Drive, Suite 300
        San Diego, CA 92130

Bankruptcy Case No.: 12-01541

Chapter 11 Petition Date: February 3, 2012

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: Pamela LaBruyere, Esq.
                  SOLOMON, GRINDLE, SILVERMAN & WINTRINGER
                  12651 High Bluff Drive, Suite 300
                  San Diego, CA 92130
                  Tel: (858) 793-8500
                  E-mail: Pamela@sgswlaw.com

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

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

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

The petition was signed by Thomas C. Ahn, president of manager of
Debtor, Integrity Capital, Inc.


34 DAY: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------
Debtor: 34 Day Street(Norwood) LLC
        34 Day Street
        Norwood, MA 02062

Bankruptcy Case No.: 12-10901

Chapter 11 Petition Date: February 3, 2012

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Frank J. Bailey

Debtor's Counsel: Ronald W. Dunbar, Jr., Esq.
                  DUNBAR LAW P.C.
                  197 Portland Street
                  5th Floor
                  Boston, MA 02114
                  Tel: (617) 244-3550

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

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

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mab12-10901.pdf

The petition was signed by Arthur Tenaglia, managing member.


31-33 WEST: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 31-33 West 129th Street, HFDC, Inc.
        63 West 124th Street
        New York, NY 10027

Bankruptcy Case No.: 12-10504

Chapter 11 Petition Date: February 8, 2012

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

Judge: Martin Glenn

Debtor's Counsel: Arlene Gordon-Oliver, Esq.
                  ARLENE GORDON-OLIVER, P.C.
                  Westchester Financial Center
                  50 Main Street, Suite 1000
                  White Plains, NY 10606
                  Tel: (914) 682-2113
                  Fax: (914) 682-2114
                  E-mail: ago@gordonoliverlaw.com

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

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

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

The petition was signed by Ismail Shamsid-Deen, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
31-33 West 129th Street               12-10502            02/08/12


51-53 WEST: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 51-53 West 129th Street, HFDC, Inc.
        63 West 124th Street
        New York, NY 10027

Bankruptcy Case No.: 12-10502

Chapter 11 Petition Date: February 8, 2012

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

Judge: Martin Glenn

Debtor's Counsel: Arlene Gordon-Oliver, Esq.
                  ARLENE GORDON-OLIVER, P.C.
                  Westchester Financial Center
                  50 Main Street, Suite 1000
                  White Plains, NY 10606
                  Tel: (914) 682-2113
                  Fax: (914) 682-2114
                  E-mail: ago@gordonoliverlaw.com

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

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

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

The petition was signed by Ismail Shamsid-Deen, president.


ABITIBIBOWATER INC: Has $41MM Profit in 1st Year After Chapter 11
-----------------------------------------------------------------
AbitibiBowater Inc. reported net income of $41 million for the
year ended Dec. 31, 2011, or $0.42 per share, on sales of $4.8
billion, compared with net income of $2.6 billion, or $27.63 per
share, on sales of $4.7 billion in the year ended Dec. 31, 2010.1

Net loss for the fourth quarter of 2011 was $6 million, or $(0.06)
per share, on sales of $1.1 billion, compared with net income of
$4.2 billion, or $44.82 per share, on sales of $1.3 billion in the
fourth quarter of 2010.1

Excluding $125 million of special items described below, net
income for the full year was $166 million, or $1.71 per share.

Excluding special items of $51 million, net income in the fourth
quarter was $45 million, or $0.46 per share.  For the full year
2010, net loss excluding special items was $831 million, or
$(8.78) per share, and $235 million, or $(2.49) per share, in the
fourth quarter 2010.

A full text copy of the company's preliminary financial results is
available free at http://ResearchArchives.com/t/s?778a

                     About AbitibiBowater Inc.

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

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

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

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

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

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

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


ACCENTIA BIOPHARMA: Reports $660,500 Net Income in Dec. 31 Quarter
------------------------------------------------------------------
Accentia Biopharmaceuticals, Inc., filed its quarterly report on
Form 10-Q, reporting net income of $660,501 on $1.2 million of net
sales for the three months ended Dec. 31, 2011, compared with a
net loss of $7.5 million on $911,988 of net sales for the three
months ended Dec. 31, 2010.

Derivative gain was $417,975 for the three months ended Dec. 31,
2011, as compared to a loss of $4.1 million for the three months
ended Dec. 31, 2010.

The Company recorded a gain on sale of assets of approximately
$4.0 million for the three months ended Dec. 31, 2011, as a result
of the sale of substantially all the assets and business of its
subsidiary, Analytica.  The initial proceeds of $4.0 million along
with the $1.5 million earnout expected to be received on March 31,
2012. were used to calculate the gain.  There was no gain for the
three months ended Dec. 31, 2010.  Accrued taxes of $400,000 were
recorded for estimated state and local taxes associated with the
gain on this transaction.

The Company's balance sheet at Dec. 31, 2011, showed $5.6 million
in total assets, $90.0 million in total liabilities, and a
stockholders' deficit of $84.4 million.

As reported in the TCR on Dec 22, 2011, Cherry, Bekaert & Holland,
L.L.P., in Tampa, Fla., expressed substantial doubt about Accentia
Biopharmaceuticals' ability to continue as a going concern,
following the Company's results for the fiscal year ended
Sept. 30, 2011.  The independent auditors noted that the Company
incurred cumulative net losses of approximately $63.9 million
during the two years ended Sept. 30, 2011, and had a working
capital deficiency of approximately $29.0 million at Sept. 30,
2011.

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

                       http://is.gd/JeMIKi

                 About Accentia Biopharmaceuticals

Headquartered in Tampa, Florida, Accentia Biopharmaceuticals, Inc.
(OTC QB: "ABPI") -- http://www.Accentia.net/-- is committed to
advancing the autoimmune disease therapy, Revimmune(TM), as a
comprehensive system of care and drug regimen designed for the
treatment of autoimmune diseases.  Revimmune therapy includes an
ultra-high-dose regimen of Cytoxan(R) (cyclophosphamide),
exclusively supplied via a strategic agreement with Baxter
Healthcare Corporation.  Clinical trials for Revimmune are being
planned for the treatment of multiple autoimmune indications.

Accentia holds a majority-ownership stake in Biovest
International, Inc. (OTC QB: "BVTI"), an emerging leader in the
field of active personalized immunotherapies.  In collaboration
with the National Cancer Institute, Biovest has developed a
patient-specific cancer vaccine, BiovaxID(R), with three clinical
trials completed, including a Phase III study for the treatment of
follicular non-Hodgkin's lymphoma.

On Nov. 10, 2008, the Company and its wholly-owned subsidiaries,
Analytica, TEAMM Pharmaceuticals, Inc. d/b/a Accentia
Pharmaceuticals, AccentRx, Inc., and Accentia Specialty Pharmacy
filed voluntary petitions for reorganization under Chapter 11 of
the United States Bankruptcy Code in the U.S. Bankruptcy Court for
the Middle District of Florida, Tampa Division.

On Nov. 2, 2010, the Bankruptcy Court entered an order confirming
the Debtors' Joint Plan of Reorganization.  The Company emerged
from Chapter 11 protection, and the Plan became effective, on
Nov. 17, 2010.


AES EASTERN: Debtor, Creditors Want Case to Stay in Delaware
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AES Eastern Energy LP, owner of coal-fired electric
generating plants in western New York, filed papers last week
opposing transfer of the bankruptcy reorganization to Syracuse,
New York.  The change of venue request was made by New York State
Electric & Gas Corp.  Where New Yorkers need less than two hours
for a train trip to Delaware, Syracuse requires use of "sporadic"
air service, the company says.  The official creditors' committee
also opposes a transfer, saying Syracuse is "much less
convenient."  The committee, the company, and the indenture
trustee fear moving the case will cause delay and disrupt a sale
of the two operating plants.  A hearing on the case transfer is
scheduled for Feb. 15.

                         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.


AGE REFINING: Plan of Reorganization Declared Effective
-------------------------------------------------------
Eric J. Moeller, the Chapter 11 trustee in the Chapter 11 case of
Age Refining, Inc., notifies all creditors and parties-in-interest
that all conditions to the effective date for the Chapter 11 plan
have either occurred or been waived on Jan. 20, 2012.  The
Effective Date is therefore Jan. 20, 2012.

Judge Akard of the U.S. Bankruptcy Court for the Western District
of Texas confirmed at a hearing on Dec. 9, 2011, the plan of
reorganization filed by Eric J. Moeller, the court appointed
Chapter 11 trustee in the bankruptcy case of the Debtor.

A copy of the Fourth Amended Chapter 11 Plan of Reorganization was
filed Dec. 14, 2011, is available for free at:

         http://bankrupt.com/misc/agerefining.doc1459.pdf

                        About Age Refining

Age Refining, Inc. owned a refinery in San Antonio, Texas.  It
manufactured, refined and marketed jet fuels, diesel products,
solvents and other highly specialized fuels.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Tex. Case No. 10-50501) on Feb. 8, 2010.  The Company
estimated $10 million to $50 million in assets and $100 million to
$500 million in liabilities in its bankruptcy petition.  David S.
Gragg, Esq., and Steven R. Brook, Esq., at Langley & Banack,
Incorporated, in San Antonio, Texas, represent Eric J. Moeller,
Chapter 11 Trustee, as general counsel.

Eric Moeller has been named chapter 11 trustee to take management
of the Debtor from CEO Glen Gonzalez.  In November 2010, the
trustee filed suit against Mr. Gonzalez, alleging he breached his
fiduciary duty by dipping into Company coffers for his personal
use while paying himself an excessive salary and stock
distributions.

David S. Gragg, Esq., Steven R. Brook, Esq., Natalie F. Wilson,
Esq., and Allen M. DeBard, Esq., at Langley & Banack, Inc., in San
Antonio, Tex., serve as general counsel to the Chapter 11 Trustee.


AGE REFINING: Ex-CEO Settles Ch. 11 Trustee Suit for $3.6 Million
-----------------------------------------------------------------
Vicki Vaughan at fuelfix reports that Glen Gonzalez, the former
CEO of AGE Refining Inc., has settled a multimillion lawsuit that
was filed against him in November 2010 by a federal bankruptcy
trustee.

The report says Mr. Gonzalez paid more than $3.6 million to settle
the complaint.

According to the report, the settlement has its roots in AGE's
voluntary Chapter 11 bankruptcy filing Feb. 8, 2010.  The company
said then that it was caught in a cash-flow crunch and that it had
been in talks with lenders in an attempt to restructure its debt.

The report relates that, nine months after the bankruptcy filing,
trustee Eric Moeller filed a lawsuit against Mr. Gonzalez on Nov.
3, 2010, alleging that he breached his fiduciary duty by dipping
into company coffers for his personal use while paying himself and
family members an excessive salary and stock distributions.

The report says Mr. Gonzalez has disputed the trustee's
allegations, but he appeared relieved after the settlement,
saying, "It's the end of an extremely intense and emotional time."

The report further says that Mr. Gonzalez said allegations that
his use of corporate funds contributed to the bankruptcy "made for
good reading, but the company was perfectly solvent and robust"
until the recession affected it in spring 2009.

The report notes, of the more than $3.6 million in the settlement,
Mr. Gonzalez paid about $1.7 million to the bankruptcy estate for
debts associated with certain entities, including a transportation
company that trucked crude oil to the refinery.

The settlement was reached Dec. 7, 2011, and the court dismissed
the trustee's lawsuit against Mr. Gonzalez on Jan. 19, 2012, the
report notes.

                        About Age Refining

Age Refining, Inc. owned a refinery in San Antonio, Texas.  It
manufactured, refined and marketed jet fuels, diesel products,
solvents and other highly specialized fuels.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Tex. Case No. 10-50501) on Feb. 8, 2010.  The Company
estimated $10 million to $50 million in assets and $100 million to
$500 million in liabilities in its bankruptcy petition.

Eric Moeller has been named chapter 11 trustee to take management
of the Debtor from CEO Glen Gonzalez.  David S. Gragg, Esq., and
Steven R. Brook, Esq., at Langley & Banack, Incorporated, in San
Antonio, Texas, represent Eric J. Moeller, Chapter 11 Trustee, as
general counsel.

In November 2010, the trustee filed suit against Mr. Gonzalez,
alleging he breached his fiduciary duty by dipping into Company
coffers for his personal use while paying himself an excessive
salary and stock distributions.


AIRVANA NETWORK: Moody's Cuts Corporate Family Rating to 'Caa1'
---------------------------------------------------------------
Moody's Investors Service downgraded Airvana Network Solutions
Inc.'s ratings to Caa1 from B3, including its corporate family
rating, probability of default rating and senior secured term loan
rating, following the company's announcement that it had filed a
lawsuit against its material vendor Ericsson. The lawsuit alleges
that Ericsson has violated key terms of the contract between the
two companies and misappropriated Airvana's trade secrets and
proprietary information. As Airvana generates over 90% of its
billings through Ericsson, a fractured working relationship
between the two companies will have serious ramifications on the
company's ability to continue selling its software that enables
wireless data communication transmissions. As such, the ratings
outlook was changed to negative from stable, as Moody's will
evaluate the longer term impact on Airvana's revenues due to
Ericsson's desire to either exit or materially amend the business
relationship between the companies.

RATINGS RATIONALE

Moody's notes that Ericsson continues to place orders with US
wireless carriers utilizing Airvana's technology, and has been
current in paying its billings. However, given the $184 million
outstanding balance on the term loan at December 31, 2011, Moody's
believes that there is an increased probability that the company
may not generate sufficient cash to repay its debt obligations
prior to maturity, thereby increasing the likelihood of amending
the terms of the credit facility under distressed exchange terms.

Downgrades:

   Issuer: Airvana Network Solutions Inc.

   -- Probability of Default Rating, Downgraded to Caa1 from B3

   -- Corporate Family Rating, Downgraded to Caa1 from B3

   -- Senior Secured Bank Credit Facility, Downgraded to Caa1 from
      B3

Outlook Actions:

   Issuer: Airvana Network Solutions Inc.

   -- Outlook, Changed To Negative From Stable

In its court filing, Airvana contends that Ericsson is working to
deploy new technology in serving its wireless carrier customers,
primarily Verizon Wireless and Sprint Nextel by infringing on
Airvana's intellectual property. As part of the court action,
Airvana filed an injunction to stop Ericsson from working on the
new technology. However, the more troublesome disclosure in the
court filing is the revelation that Ericsson has been looking to
amend the terms of the contractual relationship that Airvana had
with Nortel Networks dating back to 2004. Ericsson acquired
certain Nortel assets when the latter filed bankruptcy in 2009,
and Ericsson assumed Nortel's obligations, including the Airvana
contract. Future cash flows and debt service requirements will
fully depend on the resolution of the lawsuit and the terms of the
business relationship between Airvana and Ericsson.

The principal methodology used in this rating was Global Software
Industry Methodology published in May 2009.

Airvana, located in Chelmsford, MA, is a provider of network
infrastructure products used by wireless operators primarily in
the United States. The company generated about $397 million in
billings in trailing twelve months ended December 31, 2011.


AMERICAN AXLE: Reports $137.1 Million Net Income in 2011
--------------------------------------------------------
American Axle & Manufacturing Holdings, Inc., filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K,
reporting net income of $137.10 million on $2.58 billion of net
sales for the year ended Dec. 31, 2011, compared with net income
of $114.50 million on $2.28 billion of net sales during the prior
year.

American Axle's balance sheet at at Dec. 31, 2011, showed
$2.32 billion in total assets, $2.74 billion in total liabilities
and a $419.60 million total stockholders' deficit.

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

                        http://is.gd/xBFChF

                        About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.  AXL has financial support from GM, its
largest customer which accounted for 78% of sales in 2009.

                           *     *     *

In June 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on American Axle & Manufacturing Holdings
Inc. to 'BB-' from 'B+'.  The outlook is stable.  "At the same
time, we raised our issue-level ratings on the company's senior
secured debt to 'BB' from 'BB-' and on the unsecured debt to 'B'
from 'B-'.  All the recovery ratings on the debt remain
unchanged," S&P stated.  "The upgrade reflects our opinion that
American Axle's credit measures will improve further over the next
12 months under the gradual recovery in North American auto
demand, and that the company's leverage will decline to 3.5x,"
said Standard & Poor's credit analyst Lawrence Orlowski.

As reported by the TCR on June 3, 2011, Moody's Investors Service
raised American Axle's Corporate Family Rating and Probability of
Default Rating to 'B1' from 'B2'.  The raising of American Axle's
CFR to B1 incorporates Moody's expectation that the company's
improved year-over-year EBIT margin will largely be sustained over
intermediate-term despite potential temporary automotive
production disruptions and high gasoline prices.


AMERICAN VISUAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: American Visual Display Products, LLC
        100 Barrett Industrial Boulevard
        Wetumpka, AL 36092

Bankruptcy Case No.: 12-30312

Chapter 11 Petition Date: February 8, 2012

Court: U.S. Bankruptcy Court
       Middle District of Alabama (Montgomery)

Judge: Dwight H. Williams, Jr.

Debtor's Counsel: Von G. Memory, Esq.
                  MEMORY & DAY
                  P.O. Box 4054
                  469 S. McDonough Street
                  Montgomery, AL 36101
                  Tel: (334) 834-8000
                  Fax: (334) 834-8001
                  E-mail: vgm@memorylegal.com

Scheduled Assets: $1,563,374

Scheduled Liabilities: $2,437,772

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/almb12-30312.pdf

The petition was signed by Wade Fuller, president.


AMERICAN AIRLINES: Court OKs Shares/Claims Trading Limits
---------------------------------------------------------
AMR Corporation filed a motion with the U.S. Bankruptcy Court for
the Southern District of New York seeking an order (i) restricting
certain transfers of interest in AMR Common Stock, and certain
transfers of claims against the Debtors, and (ii) imposing certain
notification requirements with respect to substantial owners of
AMR Common Stock and substantial owners of unsecured claims
against the Debtors (including certain tax-exempt bonds and
instruments issued by obligors in leveraged lease and non-
leveraged lease structures that represent or subsequently may
represent interests in claims against the Debtors).  The order is
intended to prevent certain transfers of AMR Common Stock and
certain transfers of claims against the Debtors that could impair
the ability of one or more of the Debtors' estates to use their
net operating loss carryovers and certain other tax attributes on
a reorganized basis.

After having granted the Motion on Nov. 30, 2011, on an interim
basis only, the Bankruptcy Court entered a modified order on a
final basis on Jan. 27, 2012.  All procedures reflected in the
Final Order currently apply and must be complied with.
Accordingly, any acquisition, disposition, or other transfer of
equity or claims on or after Nov. 29, 2011, in violation of the
restrictions set forth in the Final Order will be null and void ab
initio and/or subject to sanctions as an act in violation of the
automatic stay under sections 105(a) and 362 of the United States
Bankruptcy Code.

The Final Order applies to "Substantial Equityholders," being
persons who are, or as a result of a transaction would become, the
beneficial owner of approximately 4.5% of the outstanding shares
of AMR Common Stock.  It also applies to "Substantial
Claimholders," being persons who are, or as a result of a
transaction become, the beneficial owner of unsecured claims in
excess of a threshold amount of unsecured claims.  The initial
threshold amount is $190 million, but the amount may be
subsequently increased or decreased under certain circumstances in
connection with the Debtors' filing of a Chapter 11 plan.

                      About American Airlines

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

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

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

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

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

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

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

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


ANCHOR BANCORP: Incurs $11.8 Million Net Loss in Dec. 31 Quarter
----------------------------------------------------------------
Anchor Bancorp Wisconsin Inc. filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $11.87 million on $29.97 million of total interest
income for the three months ended Dec. 31, 2011, compared with a
net loss of $12.05 million on $41.15 million of total interest
income for the same period during the prior year.

The Company reported a net loss of $32.78 million on
$99.08 million of total interest income for the nine months ended
Dec. 31, 2011, compared with a net loss of $22.79 million on
$129.22 million of total interest income for the same period a
year ago.

Anchor Bancorp's balance sheet at Dec. 31, 2011, showed $3.06
billion in total assets, $3.08 billion in total liabilities and a
$25.32 million total stockholders' deficit.

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

                        http://is.gd/gpmtWr

                        About Anchor Bancorp

Madison, Wisconsin-based Anchor BanCorp Wisconsin Inc. is a
registered savings and loan holding company incorporated under the
laws of the State of Wisconsin.  The Company is engaged in the
savings and loan business through its wholly owned banking
subsidiary, AnchorBank, fsb.

Anchor BanCorp and its wholly-owned subsidiaries, AnchorBank fsb,
each consented to the issuance of an Order to Cease and Desist by
the Office of Thrift Supervision.  The Corporation and the Bank
continue to diligently work with their financial and professional
advisors in seeking qualified sources of outside capital, and in
achieving compliance with the requirements of the Orders.  The
Corporation and the Bank continue to consult with the successors
to the OTS, Federal Reserve, the the Office of the Comptroller of
the Currency and Federal Deposit Insurance Corporation on a
regular basis concerning the Corporation's and Bank's proposals to
obtain outside capital and to develop action plans that will be
acceptable to federal regulatory authorities, but there can be no
assurance that these actions will be successful, or that even if
one or more of the Corporation's and Banks proposals are accepted
by the Federal regulators, that these' proposals will be
successfully implemented.  While the Corporation's management
continues to exert maximum effort to attract new capital,
significant operating losses in fiscal 2009, 2010 and 2011,
significant levels of criticized assets and low levels of capital
raise substantial doubt as to the Corporation's ability to
continue as a going concern.  If the Corporation and Bank are
unable to achieve compliance with the requirements of the Orders,
or implement an acceptable capital restoration plan, and if the
Corporation and Bank cannot otherwise comply with those
commitments and regulations, the OCC or FDIC could force a sale,
liquidation or federal conservatorship or receivership of the
Bank.

As reported by the TCR on July 5, 2011, McGladrey & Pullen, LLP,
in Madison, Wisconsin, expressed substantial doubt about Anchor
Bancorp Wisconsin's ability to continue as a going concern after
auditing the Company's financial results for fiscal year ended
March 31, 2011.  The independent auditors noted that at March 31,
2011, all of the subsidiary bank's regulatory capital amounts and
ratios are below the capital levels required by the consent order.
"The subsidiary bank has also suffered recurring losses from
operations.  Failure to meet the capital requirements exposes the
Corporation to regulatory sanctions that may include restrictions
on operations and growth, mandatory asset dispositions, and
seizure of the subsidiary bank."


ANOINTED WORD: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Anointed Word Ministries International, INC.
        1266 Greenridge Ave.
        Lithonia, GA 30058

Bankruptcy Case No.: 12-52608

Chapter 11 Petition Date: February 3, 2012

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: Wendy L. Hagenau

Debtor's Counsel: Kenneth Mitchell, Esq.
                  GIDDENS, DAVIDSON & MITCHELL P.C.
                  Suite 300-B
                  5000 Snapfinger Woods Drive
                  Decatur, GA 30034
                  Tel: (770) 987-7007
                  E-mail: kmitchell@gdmpclaw.com

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

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

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ganb12-52608.pdf

The petition was signed by Bishop Bobby R. Henderson, CEO.


AXION INTERNATIONAL: Samuel Rose Discloses 7.3% Equity Stake
------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Samuel G. Rose disclosed that, as of April 1, 2011, he
beneficially owns 1,840,372 shares of common stock of Axion
International Holdings, Inc., representing 7.3% of the shares
outstanding.  Julie Walters disclosed beneficial ownership of
1,695,372 common shares.  A full-text copy of the filing is
available for free at http://is.gd/4tx6ua

                     About Axion International

New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.

As reported by the TCR on May 6, 2011, RBSM LLP, in New York,
expressed substantial doubt about Axion International's ability to
continue as a going concern, following its audit of the Company's
balance sheet as of Dec. 31, 2010, and the related consolidated
statements of operations, stockholders' equity (deficit), and cash
flows for the three month period ended Dec. 31, 2010.  The
independent auditors noted that the Company has incurred
significant operating losses in the current year and also in the
past.

The Company also reported a net loss of $6.57 million on
$2.18 million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $4.46 million on $1.25 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$5.96 million in total assets, $2.37 million in total liabilities,
$6.59 million in 10% convertible preferred stock, and a $3 million
total stockholders' deficit.


BEAU VIEW: Sec. 341 Creditors' Meeting Set for March 14
-------------------------------------------------------
The United States Trustee in Jackson, Mississippi, will hold a
meeting of creditors in the Chapter 11 case of Beau View of
Biloxi, LLC, on March 14, 2012, at 10:30 a.m. at 341 Mtg - Gpt -
Ch 7, 11, 13.

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, Beau View of Biloxi must file a
Chapter 11 Plan and disclosure statement by May 25, 2012.  Proofs
of claim are due in the case by May 25, 2012.  Government proofs
of claim are due July 24, 2012.

Beau View of Biloxi, LLC, filed a bare-bones Chapter 11 petition
(Bankr. S.D. Miss. Case No. 12-50141) on Jan. 26, 2012.  The
Mandeville, Louisiana-based debtor disclosed that it is a Single
Asset Real Estate as defined in 11 U.S.C. Sec. 101 (51B) with
assets and debts of $10 million to $50 million.  Judge Katharine
M. Samson presides over the case.  J. Walter Newman, IV, Esq., at
Newman & Newman, serves as the Debtor's counsel.  The petition was
signed by Richard L. Landry, III, designated representative.


BEAU VIEW: Can Hire Newman Law Firm as Bankruptcy Counsel
---------------------------------------------------------
Beau View of Biloxi, LLC, won permission from the Bankruptcy Court
to employ J. Walter Newman, IV, as legal counsel.  Mr. Newman's
tasks include advising and consulting with the Debtor regarding
questions arising from certain contract negotiations which will
occur during the operation of business; evaluating and attacking
claims of various creditors who may assert security interests in
the assets and who may seek to disturb the continued operation of
the business; and advising and consulting with the Debtor in
connection with any reorganization plan which may be proposed in
the proceeding.

J. Walter Newman IV will be paid $275 per hour, plus expenses and
legal assistants at $85 per hour, plus expenses.  The Debtor has
paid a $30,000 retainer, less pre-petition time for his
representation of the Debtor.

Mr. Newman attests that his firm represents no interests adverse
to the Debtor or the estate and matters upon which they are to be
engaged.

Beau View of Biloxi, LLC, filed a bare-bones Chapter 11 petition
(Bankr. S.D. Miss. Case No. 12-50141) on Jan. 26, 2012.  The
Mandeville, Louisiana-based debtor disclosed that it is a Single
Asset Real Estate as defined in 11 U.S.C. Sec. 101 (51B) with
assets and debts of $10 million to $50 million.  Judge Katharine
M. Samson presides over the case.  J. Walter Newman, IV, Esq., at
Newman & Newman, serves as the Debtor's counsel.  The petition was
signed by Richard L. Landry, III, designated representative.


BEAU VIEW: Files List of 4 Largest Unsecured Creditors
------------------------------------------------------
Beau View of Biloxi, LLC, has filed a list of its largest
unsecured creditors. The Debtor said it owes "unknown" amounts to
all four creditors: Andrew Cummings, Douglas L. Nickell & Gayle F.
Nickell, Robert G. Patrick and France P. Patrick, and Timothy E.
Durst and David J. Waagbo.  The Claims are contingent,
unliquidated and disputed, the Debtors said in court papers.

Beau View of Biloxi, LLC, filed a bare-bones Chapter 11 petition
(Bankr. S.D. Miss. Case No. 12-50141) on Jan. 26, 2012.  The
Mandeville, Louisiana-based debtor disclosed that it is a Single
Asset Real Estate as defined in 11 U.S.C. Sec. 101 (51B) with
assets and debts of $10 million to $50 million.  Judge Katharine
M. Samson presides over the case.  J. Walter Newman, IV, Esq., at
Newman & Newman, serves as the Debtor's counsel.  The petition was
signed by Richard L. Landry, III, designated representative.


B-G&G INVESTORS: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: B-G&G Investors IV, LLC
        aka The Pines
        112 Holmes Boulevard
        Gretna, LA 70056

Bankruptcy Case No.: 12-10307

Chapter 11 Petition Date: February 3, 2012

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Douglas S. Draper, Esq.
                  HELLER DRAPER PATRICK & HORN, LLC
                  650 Poydras Street, Suite 2500
                  New Orleans, LA 70130
                  Tel: (504) 299-3300
                  Fax: (504) 299-3399
                  E-mail: dsd@hellerdraper.com

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

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

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
B-G&G Investors V, LLC                 12-10308   02/03/12
  Assets: $500,001 to $1,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Howard Gyler, managing member.

A copy of B-G&G Investors IV's list of 11 largest unsecured
creditors is available for free at
http://bankrupt.com/misc/laeb12-10307.pdf

A copy of B-G&G Investors V's list of 20 largest unsecured
creditors is available for free at
http://bankrupt.com/misc/laeb12-10308.pdf


BROWNSTONE LOFTS: Court Lifts Stay on Bellevue Avenue Property
--------------------------------------------------------------
The Hon. Dennis Montali of the U.S. Bankruptcy Court for the
Northern District of California terminated the automatic stay
provided in Section 362(a) of the Bankruptcy Code, as to
Brownstone Lofts, LLC's real property in 1168 Bellevue Avenue, Los
Angeles, California.

Secured creditor Cathay Bank requested for the relief of stay.

The Court also directed that (a) pursuant to California Civil Code
Section 2924g(e), the provision of California Civil Code Section
2924g(d) providing that a foreclosure sale will not be conducted
prior to the seventh day subsequent to the termination of any stay
or injunction that required postponement of a previously-scheduled
foreclosure sale will not apply to the subject property and the
order; and (b) the Bank may immediately enforce its remedies,
including, without limitation, by conducting a foreclosure sale
and obtaining possession of the subject property in accordance
with applicable nonbankruptcy law.

                    About Brownstone Lofts LLC

San Mateo, California-based Brownstone Lofts LLC filed for Chapter
11 bankruptcy (Bankr. N.D. Calif. Case No. 11-33495) on Sept. 26,
2011.  Judge Dennis Montali presides over the case.  Gregory A.
Rougeau, Esq. -- rougeau@mrlawsf.com -- at the Law Offices of
Manasian and Rougeau, serves as the Debtor's counsel.  The Debtor
disclosed $29,040,050 in assets and $14,189,156 in liabilities.
The petition was signed by Monica Hujazi, managing member.


BUFFETS RESTAURANTS: Creditors Object to Bankruptcy Loan
--------------------------------------------------------
Dow Jones' DBR Small Cap reports that creditors are objecting to
Buffets Restaurants Holdings Inc.'s $50 million bankruptcy loan
from a group led by Credit Suisse Group AG, taking aim at the
"overreaching and egregious control that the lenders are trying to
exert on the company."

As reported in the TCR on Jan. 25, 2012, Credit Suisse has
arranged a $50 million DIP facility consisting of $20 million in
synthetic letters of credit and $30 million in secured
superpriority new money term loan facility.

The Debtors already owe $244.5 million in term loans and $34.8
million in letters of credit to first lien lenders as of the
Petition Date.  Credit Suisse AG, Cayman Islands Branch, serves as
administrative agent, credit-linked deposit account agent, and
collateral agent to the prepetition first lien lenders, while
Credit Suisse Securities (USA) LLC is the sole bookrunner
and sole lead arranger.

The proposed DIP facility matures on the earliest of 180 calendar
days after the petition date; the date the Debtors default on the
facility and the amounts borrowed are accelerated; the
consummation of a sale of a material portion of the Debtors'
assets, except for asset sales approved by the DIP lenders; and
the effective date of a Chapter 11 plan.

The DIP facility established milestones, including:

    90 Days After Petition Date     The Debtor must have concluded
                                    the marketing of assets

   120 Days After Petition Date     The Debtor must have obtained
                                    approval of Disclosure
                                    Statement explaining their
                                    Plan of Reorganization

   160 Days After Petition Date     The Debtor must have obtained
                                    confirmation of the Plan

   180 Days After Petition Date     Plan must have been declared
                                    effective

                        About Buffets Inc.

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

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

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

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

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

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


CASINO PLAYER: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Casino Player Publishing, LLC
        333 E. Jimmies Leeds Road, Suite 7
        Galloway, NJ 08205

Bankruptcy Case No.: 12-13112

Chapter 11 Petition Date: February 8, 2012

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

Judge: Judith H. Wizmur

Debtor's Counsel: Douglas S. Stanger, Esq.
                  FLASTER GREENBERG PC
                  646 Ocean Heights Avenue
                  Linwood, NJ 08221
                  Tel: (609) 645-1881
                  Fax: (609) 645-9932
                  E-mail: doug.stanger@flastergreenberg.com

Scheduled Assets: $193,571

Scheduled Liabilities: $2,132,069

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/njb12-13112.pdf

The petition was signed by Glenn Fine, managing member.


CATALYST PAPER: Wins CCAA Court Nod of $175MM in Financing
----------------------------------------------------------
Catalyst Paper Corporation disclosed that it obtained a further
order from the Supreme Court of British Columbia under the
Companies' Creditors Arrangement Act (CCAA).

The Order amends and restates the initial order granted on Jan.
31, 2012.  The order also approves advances under the debtor-in
possession (DIP) financing of up to approximately $175 million,
subject to certain terms and conditions, that the lenders have
agreed to provide to Catalyst during the CCAA proceedings. The
Order has been recognized under chapter 15 of title 11 of the US
Code.

The Order also declares certain named suppliers of the company as
"critical suppliers" and requires those suppliers to continue to
supply goods and/or services to the company on terms and
conditions consistent with their supply relationship with the
company as of Jan. 27, 2012.  The Order provides the critical
suppliers with a charge to secure amounts they extend to the
company after Feb. 6, 2012.  The critical suppliers have the right
to make an application to the Court to vary the critical supplier
order on March 11, 2012.

Catalyst also announced that the Toronto Stock Exchange has
determined to delist the company's common shares at the close of
market on March 8, 2012.  The company no longer meets the TSX
continued listing requirements as a result of its financial
condition and the commencement of CCAA proceedings.  Trading in
the company's common shares on the TSX will remain suspended.

                      About Catalyst Paper

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

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

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

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

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

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

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


CDC CORP: Morgan Joseph OK'd as Equity Panel's Financial Advisor
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
authorized the Official Committee of Equity Security Holders of
CDC Corporation to retain Morgan Joseph TriArtisan LLC as its
financial advisor.

As reported in the Troubled Company Reporter on Jan. 25, 2012,
Morgan Joseph will receive a monthly fee of $100,000.

Morgan Joseph will also receive a completion fee of $750,000,
provided, however, that if the transaction is not (a) a sale of
all or a majority of the equity securities of the Company's
subsidiary CDC Software Corporation, (b) the merger or
combination of the business with that of an acquirer or other
third party or (c) an acquirer's acquisition of all or a portion
of the assets, properties of business operations of the Business,
whether pursuant to an 11 U.S.C. Section 363 sale, plan of
reorganization, sale of CDC Corp. or otherwise, then the
completion fee will be $2,000,000.

The firm will also seek reimbursement for reasonable out-of-
pocket expenses it incurred in connection with the engagement.

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

                          About CDC Corp

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

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

The Official Committee of Equity Security Holders of CDC
Corporation is represented by Troutman Sanders.  The Committee
tapped Morgan Joseph TriArtisan LLC as its financial advisor.


CDEX INC: Commences Debt Restructuring Via Chapter 11
-----------------------------------------------------
CDEX Inc. disclosed that to achieve a debt structure that would
allow the Company to continue to develop its leading edge products
in the healthcare markets with the ValiMed G4 medication safety
system and in the security market with its ID2 Meth Scanner and
Pocket ID2 Meth Scanner it has retained the law firm of Eric
Slocum Sparks, P.C. to assist in the financial restructuring
through the voluntary filing of a Chapter 11 reorganization in the
United States Bankruptcy Court for the District of Arizona.
During the restructuring, the Company intends to continue
operating as normal, without interruption.

The Company's Board of Directors determined that Chapter 11
reorganization provides the most effective and efficient means to
restructure with minimal impact on the business, and is in the
best interest of the Company, its stakeholders and customers.

"Although the Company has worked closely with its noteholders and
other creditors and constituents over the past year, which led to
the reduction of certain obligations, the Company needs to
complete its comprehensive restructuring due to its current
inability to negotiate restructuring terms with all noteholders,"
said Jeffrey Brumfield, Chairman and Chief Executive Officer of
CDEX.

CDEX intends to file motions with the Court to ensure the
Company's ability to continue its normal operations, including the
ability to continue the development, sale and service of all of
its products.  The Company anticipates receiving approval from the
Court within the next several days.  "All forms of debt incurred
prior to the commencement of the Company's Chapter 11 case that
have not been paid is intended to be resolved through the
Company's Plan of Reorganization," said Brumfield.

"Throughout this restructuring process, we are committed to
working as quickly and efficiently as possible to appropriately
restructure CDEX so that it can emerge from Chapter 11 as a strong
company, well-positioned to compete effectively in the
marketplace," continued Brumfield.

                          About CDEX Inc.

CDEX Inc. -- http://www.cdex-inc.com/and http://www.valimed.com/
-- is a technology development company with a current focus on
developing and marketing products using chemical detection and
validation technologies.  At present, CDEX is devoting its
resources to two distinct areas: (i) identification of substances
of concern (e.g., explosives and illegal drugs for homeland
security); and (ii) validation of substances for anti-
counterfeiting, brand protection and quality assurance (e.g.,
validation of prescription medication and detection of counterfeit
or sub-par products for brand protection).  ValiMed is one line of
CDEX products for the healthcare market.  CDEX is headquartered in
Rockville, Maryland with its research and development laboratory
in Tucson, Arizona.


CELL THERAPEUTICS: BlackRock Discloses 5.4% Equity Stake
--------------------------------------------------------
BlackRock, Inc., disclosed in a Schedule 13G filing with the U.S.
Securities and Exchange Commission that, as of Dec. 30, 2011, it
beneficially owns 10,386,223 shares of common stock of Cell
Therapeutics Inc. representing 5.39% of the shares outstanding.  A
full-text copy of the filing is available at http://is.gd/57Po3s

                      About Cell Therapeutics

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

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

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

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

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

                        Bankruptcy Warning

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

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


CENTRAL FEDERAL: SEC Declares Rights Offering as Effective
----------------------------------------------------------
Central Federal Corporation's registration statement relating to
its previously disclosed rights offering of common stock has been
declared effective by the Securities and Exchange Commission and
that the Company extended the record date for the offering to
Feb. 8, 2012.  All record holders of the Company's common stock as
of 5:00 PM EST on Feb. 8, 2012, will receive, at no charge, one
subscription right for each share of common stock held as of the
record date.  Each subscription right will entitle the holder of
the right to purchase 6.0474 shares of Company common stock at a
subscription price of $1.00 per share.  In addition, for each
three shares purchased, purchasers will receive, at no charge, one
warrant to purchase one additional share of stock at a purchase
price of $1.00 per share.  The warrants will be exercisable for
three years.

The rights offering will commence as soon as practicable and will
expire on March 20, 2012.  Eloise L. Mackus, CEO, commented, "We
enthusiastically look forward toward moving to a position of
capital strength with the rights offering."

Stockholders of record should expect to receive a prospectus and
subscription documents within the next two weeks.  To the extent
that registered shares remain unsold at the closing of the rights
offering, the Company may elect to extend the rights offering or
conduct a public offering.

                      About Central Federal

Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is
the holding company for CFBank, a federally chartered savings
association formed in Ohio in 1892.  CFBank has four full-service
banking offices in Fairlawn, Calcutta, Wellsville and Worthington,
Ohio.

The Company's balance sheet at Sept. 30, 2011, showed
$265.4 million in total assets, $254.0 million in total
liabilities, and stockholders' equity of $11.4 million.

                      Regulatory Matters

On May 25, 2011, Central Federal Corporation and CFBank each
consented to the issuance of an Order to Cease and Desist (the
Holding Company Order and the CFBank Order, respectively, and
collectively, the Orders) by the Office of Thrift Supervision
(OTS), the primary regulator of the Holding Company and CFBank at
the time the Orders were issued.

The Holding Company Order requires it, among other things, to: (i)
submit by June 30, 2011, a capital plan to regulators that
establishes a minimum tangible capital ratio commensurate with the
Holding Company's consolidated risk profile, reduces the risk from
current debt levels and addresses the Holding Company's cash flow
needs; (ii) not pay cash dividends, redeem stock or make any other
capital distributions without prior regulatory approval; (iii) not
pay interest or principal on any debt or increase any Holding
Company debt or guarantee the debt of any entity without prior
regulatory approval; (iv) obtain prior regulatory approval for
changes in directors and senior executive officers; and (v) not
enter into any new contractual arrangement related to compensation
or benefits with any director or senior executive officer without
prior notification to regulators.

The CFBank Order required CFBank to have by Sept. 30, 2011, and
maintain thereafter, 8% Tier 1 (Core) Capital to adjusted total
assets and 12% Total Capital to risk weighted assets.  CFBank will
not be considered well-capitalized as long as it is subject to
individual minimum capital requirements.

CFBank did not comply with the higher capital ratio requirements
by the Sept. 30, 2011 required date.


CENTRAL-ROOSEVELT, LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Central-Roosevelt, LLC
        1001 N. Central Avenue
        Phoenix, AZ 85004

Bankruptcy Case No.: 12-02131

Chapter 11 Petition Date: February 7, 2012

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Don C. Fletcher, Esq.
                  LAKE AND COBB PLC
                  1095 West Rio Salado Parkway, #206
                  Tempe, AZ 85281
                  Tel: (602) 523-3000
                  Fax: (602) 523-3001
                  E-mail: dfletcher@lakeandcobb.com

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

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

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

The petition was signed by Patrick J. Davis, manager.


CFRI/GREENLAW DYER: Court Dismisses Chapter 11 Case
---------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved CFRI/Greenlaw Dyer Road LLC's motion to dismiss its
Chapter 11 case.

On Aug. 26, 2010, the Debtor and U.S. Bank reached agreement on a
global settlement of the disputes between the parties.  The Global
Settlement was approved by the Bankruptcy Court on Oct. 12, 2010.

Shortly after the Court entered the Settlement Order, U.S. Bank
and the Receiver began marketing the Debtor's property.  On Feb.
22, 2011, U.S. Bank and the Receiver sold the Property to a third
party in a Receiver sale.  Following the sale, the Debtor and U.S.
Bank continued to work to satisfy their respective obligations
under the Global Settlement.  The Debtor and U.S. Bank have now
resolved all outstanding issues.

The Debtor told the Court it would not be able to file a plan of
reorganization.  It, however, would be able to pay its few
remaining creditors, in full.  Consequently, the Debtor believes
that the Chapter 11 case has served its purpose and it is in the
best interests of all parties that the case be dismissed as soon
as possible.

                About CFRI/Greenlaw Dyer Road, LLC

Santa Ana, California-based CFRI/Greenlaw Dyer Road, LLC, was
formed on June 25, 2007.  Its principal asset is a commercial
building located at 2001 East Dyer Road, Santa Ana, in California,
which consists of roughly 366,471 square feet of industrial space,
including office and data center uses, located on 19.1 acres of
land.

CFRI/Greenlaw filed for Chapter 11 bankruptcy protection (Bankr.
C.D. Calif. Case No. 10-19345) on July 8, 2010.  Howard J.
Weg, Esq., David B. Shemano, Esq., and Lorie Ball, Esq., at
Peitzman, Weg & Kempinsky LLP, in Los Angeles, serve as the
Debtor's bankruptcy counsel.  The Debtor disclosed $30,101,904 in
total assets and $33,610,022 in total liabilities.


CHARTER NAT'L: Closed; Barrington Bank & Trust Assumes Deposits
---------------------------------------------------------------
Charter National Bank and Trust of Hoffman Estates, Ill., was
closed on Friday, Feb. 10, 2012, by the Office of the Comptroller
of the Currency, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with Barrington
Bank & Trust Company, National Association, of Barrington, Ill.,
to assume all of the deposits of Charter National Bank and Trust.

The two branches of Charter National Bank and Trust will reopen
during normal banking hours as Hoffman Estates Community Bank, a
branch of Barrington Bank & Trust Company, National Association.
Depositors of Charter National Bank and Trust will automatically
become depositors of Barrington Bank & Trust Company, National
Association.  Deposits will continue to be insured by the FDIC, so
there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage
up to applicable limits.  Customers of Charter National Bank and
Trust should continue to use their existing branch until they
receive notice from Barrington Bank & Trust Company, National
Association, that it has completed systems changes to allow other
Barrington Bank & Trust Company, National Association, branches to
process their accounts as well.

As of Dec. 31, 2011, Charter National Bank and Trust had
approximately $93.9 million in total assets and $89.5 million in
total deposits.  In addition to assuming all of the deposits of
the failed bank, Barrington Bank & Trust Company, National
Association, agreed to purchase essentially all of the assets.

The FDIC and Barrington Bank & Trust Company, National
Association, entered into a loss-share transaction on $72.1
million of Charter National Bank and Trust's assets.  Barrington
Bank & Trust Company, National Association, will share in the
losses on the asset pools covered under the loss-share agreement.
The loss-share transaction is projected to maximize returns on the
assets covered by keeping them in the private sector.  The
transaction also is expected to minimize disruptions for loan
customers.  For more information on loss share, please visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-517-1843.  Interested parties also can
visit the FDIC's Web site at

         http://www.fdic.gov/bank/individual/failed/cnbt.html.

As part of this transaction, the FDIC will acquire a value
appreciation instrument.  This instrument serves as additional
consideration for the transaction.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $17.4 million.  Compared to other alternatives, Barrington
Bank & Trust Company, National Association's acquisition was the
least costly resolution for the FDIC's DIF.  Charter National Bank
and Trust is the eighth FDIC-insured institution to fail in the
nation this year, and the first in Illinois.  The last FDIC-
insured institution closed in the state was All American Bank, Des
Plaines, on Oct. 28, 2011.


CHRIST HOSPITAL: Meeting to Form Creditors' Panel on Feb. 15
------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on Feb. 15, 2012, at 10:00 a.m., in
the bankruptcy case of Christ Hospital.  The meeting will be held
at:

         United States Trustee's Office
         One Newark Center
         1085 Raymond Blvd.
         14th Floor, Room 1401
         Newark, NJ 07102

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the U.S. Trustee appoint
a committee of unsecured creditors as soon as practicable.  The
Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.  Section 1103 of the
Bankruptcy Code provides that the Committee may consult with the
debtor, investigate the debtor and its business operations and
participate in the formulation of a plan of reorganization.  The
Committee may also perform other services as are in the interests
of the unsecured creditors whom it represents.

                      About Christ Hospital

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
gospital building, the Debtor owns an additional 16 mostly
adjacent lots comprising, 19 acres of real estate along the
Palisades.

As of December 31, 2011, the Debtor has total assets of at least
$38,000,000 and total liabilities of $115,000,000, at book values.

Christ Hospital filed a Chapter 11 petition Bankr. D. N.J. Case
No. 12-12906) on Feb. 6, 2012 in Newark, New Jersey.  Warren J.
Martin, Jr., Esq. at Porzio, Bromberg & Newman, PC, at Morrison,
serves as counsel to the Debtor.


CINCINNATI BELL: Fitch Assigns Issuer Default Rating at 'B'
-----------------------------------------------------------
Fitch Ratings has placed Cincinnati Bell Inc.'s (CBB) 'B' Issuer
Default Rating (IDR) on Rating Watch Evolving following the
announcement that the company will explore options for its data
center business.

Following the close of the market on Feb. 9, 2012, CBB announced
that the board of directors has authorized management to evaluate
alternatives for its data center business.  As stated in its
release, the company will consider options including doing nothing
and maintain the present structure; a partial separation through a
sale, IPO, or other transaction; or depending on the value to the
shareholders, a full separation.

The company stated that in its evaluation, it would assess a
structure to optimize value for its shareholders while ultimately
leaving Cincinnati Bell with an appropriate level of debt for its
communications business.  The evaluation is expected to take place
over six to 12 months.

The Rating Watch Evolving reflects the uncertainty at the present
time regarding CBB's credit profile following the conclusion of
its strategic evaluation.  The company's options imply a wide
range of potential capital structure outcomes, including the
potential delevering of the communications business.  Fitch will
maintain the Rating Watch Evolving until CBB's capital structure
plans become finalized and evaluated.  Thus, Fitch's review is not
expected to be concluded prior to the six to 12 month review
period disclosed by the company.

Fitch's 'B' IDR for CBB reflects expectations for relatively high,
albeit stable leverage and its diversified revenue profile.  In
addition, its wireline and wireless businesses generate strong
free cash flows.  Risk factors incorporated into the rating
include the competitive pressure on CBB's wireline and wireless
segments, as well as the expansion of its data center business.

Due to growth in the data center business and relatively stable
wireline performance, CBB's year-end 2011 leverage declined to
approximately 4.8 times (x) from 5.0x in 2010.  Fitch expects
leverage to approximate 4.7x to 4.8x in 2012, within Fitch's range
of 4.5x to 5.5x for the current category.

Fitch has placed the following ratings on Rating Watch Evolving:

Cincinnati Bell, Inc.

  -- IDR at 'B';
  -- $210 million senior secured revolving credit facility due
     2014 rated 'BB/RR1';
  -- $40 million senior secured notes rated 'BB/RR1';
  -- $500 million senior unsecured notes due 2017 rated 'B+/RR3';
  -- $250 million senior unsecured notes due 2015 rated 'B+/RR3';
  -- $775 million senior unsecured notes due 2020 rated 'B+/RR3';
  -- $625 million senior subordinated notes rated 'CCC/RR6';
  -- $129 million convertible preferred stock rated 'CCC/RR6'.

Cincinnati Bell Telephone (CBT)

  -- IDR at 'B';
  -- $208 million senior unsecured notes rated 'BB/RR1'.


CITIZENS REPUBLIC: Second Curve Discloses 4.3% Equity Stake
-----------------------------------------------------------
Second Curve Capital, LLC, and Thomas K. Brown disclosed in an
amended Schedule 13G filing with the U.S. Securities and Exchange
Commission that, as of Dec. 31, 2011, they beneficially own
1,723,922 shares of common stock of Citizens Republic Bancorp,
Inc., representing 4.3% of the shares outstanding.  A full-text
copy of the filing is available for free at http://is.gd/87yOY6

                      About Citizens Republic

Flint, Michigan-based Citizens Republic Bancorp, Inc., is a
diversified banking and financial services company that is
registered as a bank holding company under the Bank Holding
Company Act of 1956, as amended.  Citizens provides a full range
of banking and financial services to individuals and businesses
through its banking subsidiary, Citizens Bank.

The Company also reported a net loss of $11.57 million on
$308.48 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $186.77 million on
$370.42 million of total interest income for the same period a
year ago.

The Company reported net income of $6.66 million on
$407.82 million of total interest income for the 12 months ended
Dec. 31 2011, compared with a net loss of $292.92 million on
$484.44 million of total interest income during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $9.46 billion
in total assets, $8.44 million in total liabilities, and
$1.02 billion in total shareholders' equity.

                         *      *     *

As reported by the TCR on Feb. 8, 2012, Fitch Ratings has upgraded
the long-term Issuer Default Rating (IDR) of Citizens Republic
Bancorp, Inc. (CRBC) and its principal bank subsidiaries two
notches to 'B' from 'CCC'.  Fitch's rating action follows CRBC's
three quarters of profitability after having reported losses for
the prior 12 quarters.  This has been primarily accomplished
through management's accelerated asset resolution program, whereby
it conducted bulk sales, note sales, and workouts of problem
loans.


CLARE OAKS: Has Access to Wells Fargo's Cash Until March 9
----------------------------------------------------------
The Hon. Pamela S. Hollis the U.S. Bankruptcy Court for the
Northern District of Illinois, in a third interim order,
authorized Clare Oaks, to use the cash collateral of Wells Fargo
Bank, National Association.

The Court also approved the stipulation entered between the Debtor
and Wells Fargo, as master trustee and as bond trustee for those
certain Illinois Finance Authority Revenue Bonds, which provides
for, among other things:

   -- as of Nov. 14, 2011, the aggregate principal amount
      outstanding under the Series 2006 Bonds is $96,025,000;

   -- the Debtor would use the cash collateral to finance its
      postpetition operations until March 9, 2012;

   -- the master trustee and the bank will receive payments as
      partial adequate protection;

   -- as further partial adequate protection from diminution in
      value of the lender's collateral, the Debtor will grant the
      master trustee replacement lien, subject to carve out on
      certain expenses;

   -- the master trustee will also have a supplemental lien and
      security interest in all collateral; and

   -- a superpriority administrative expense claim.

The Debtor set a final hearing on March 6 at 1:30 p.m. (prevailing
Central Time), on its request to further access cash collateral.
Objections, if any, are due March 2.

                         About Clare Oaks

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

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

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

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


CLARE OAKS: Neal Wolfe Approved as Counsel for Creditors Committee
------------------------------------------------------------------
The Hon. Pamela S. Hollis the U.S. Bankruptcy Court for the
Northern District of Illinois authorized the Official Committee of
Unsecured Creditors in the Chapter 11 case of Clare Oaks to retain
Neal Wolfe & Associates as counsel.

As reported in the Troubled Company Reporter on. Jan. 16, 2012, as
Committee's counsel, NW&A will, among other things:

   a) consult with the Debtor's professionals or other
      representative concerning the administration of
      the case;

   b) prepare and review pleadings, motions and correspondence;

   c) appear at hearings and participating in other proceedings in
      the case; and

   d) provide legal counsel to the Committee in its investigation
      of the acts, conduct, assets, liabilities and financial
      condition of the Debtor, the operation of the Debtor's
      business, the prepetition indebtedness of the Debtor and any
      other matters relevant to the case.

The customary and proposed hourly rates to be charged by NW&A for
the individuals expected to be directly involved in representing
the Committee are:

     Name                   Title                     Hourly Rate
     ----                   -----                     -----------
     Neal L. Wolf           Manager and Sole Member      $595
     Gerald F. Munitz       Senior Counsel               $595
     Dean C. Gramlich       Counsel                      $475
     Jordan M. Litwin       Associate                    $325
     John A. Benson, Jr.    Associate                    $275
     Diane M. Wolski        Paralegal/Legal Assistant    $150

NW&A has not received any retainer in the case.

Neal L. Wolf, manager and sole member of Neal Wolf & Associates,
assures the Court that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

                         About Clare Oaks

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

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

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

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


CLEAR CHANNEL: Owns 88.9% of Channel Outdoor's Class A Shares
-------------------------------------------------------------
Clear Channel Holdings, Inc., and its affiliates disclosed in an
amended Schedule 13G filing with the U.S. Securities and Exchange
Commission that, as of Dec. 31, 2011, they beneficially own
316,553,971 shares of Class A common stock of Clear Channel
Outdoor Holdings, Inc., representing 88.9% of the shares
outstanding.  A full-text copy of the amended filing is available
for free at http://is.gd/t6rQll

                 About CC Media and Clear Channel

San Antonio, Tex.-based CC Media Holdings, Inc. (OTC BB: CCMO)
-- http://www.ccmediaholdings.com/-- is the parent company of
Clear Channel Communications, Inc.  CC Media Holdings is a global
media and entertainment company specializing in mobile and on-
demand entertainment and information services for local
communities and premier opportunities for advertisers.  The
Company's businesses include radio and outdoor displays.

CC Media has three reportable business segments: Radio
Broadcasting; Americas Outdoor Advertising; and International
Outdoor Advertising.  Approximately half of CC Media's revenue is
generated from its Radio Broadcasting segment.

The Company reported a net loss of $462.8 million on
$5.866 billion of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $4.049 billion on $5.552 billion of
revenue for the fiscal year ended Dec. 31, 2009.

The Company also reported a net loss of $259.06 million on
$4.50 billion of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $416.42 million on $4.23 billion of
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $16.51
billion in total assets, $23.96 billion in total liabilities and a
$7.45 billion total member's deficit.

                         *     *     *

CC Media Holdings carries 'CCC+' issuer credit ratings from
Standard & Poor's.  Clear Channel Carries a 'Caa2' corporate
family rating from Moody's Investors Service and an issuer default
rating of 'CCC' from Fitch Ratings.

Fitch said in November 2010, that its ratings concerns center on
the company's highly leveraged capital structure, with significant
maturities in 2014 and 2016; the considerable interest burden that
pressures free cash flow generation; technological threats and
secular pressures in radio broadcasting; and the company's
exposure to cyclical advertising revenue.  The ratings are
supported by the company's leading position in both the outdoor
and radio industries, as well as the positive fundamentals and
digital opportunities in the outdoor advertising space.

In February 2011, Standard & Poor's affirmed it 'CCC+' corporate
credit rating and positive outlook on CC Media Holdings and
operating subsidiary Clear Channel, which S&P views on a
consolidated basis.

S&P said the 'CCC+' corporate credit rating on CC Media Holdings
Inc. reflects the risks surrounding the longer-term viability of
the company's capital structure--in particular, refinancing risk
relating to sizable secured debt maturities in 2014 ($3.2 billion
pro forma for the transaction) and 2016 ($10.4 billion).  In S&P's
view, the company has a satisfactory business risk profile, due to
its position as the largest radio and global outdoor advertising
operator, its good geographic and market diversity, and moderate
long-term growth prospects at the outdoor business.  S&P views the
financial risk profile as highly leveraged, given the company's
significant refinancing risk, roughly break-even EBITDA coverage
of interest expense, and slim discretionary cash flow.


CLEAR CHANNEL: Bank Debt Trades at 18% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 81.53 cents-on-the-dollar during the week ended Friday, Feb.
10, 2012, an increase of 1.53 percentage points from the previous
week according to data compiled by Loan Pricing Corp. and reported
in The Wall Street Journal.  The Company pays 365 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 30, 2016, and carries Moody's Caa1 rating and Standard &
Poor's CCC+ rating.  The loan is one of the biggest gainers and
losers among 166 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

The Troubled Company Reporter said on Feb. 10, 2012, Fitch Ratings
has affirmed the 'CCC' Issuer Default Rating of Clear Channel
Communications, Inc., and the 'B' IDR of Clear Channel Worldwide
Holdings, Inc., an indirect wholly owned subsidiary of Clear
Channel Outdoor Holdings, Inc., Clear Channel's 89% owned outdoor
advertising subsidiary.  The Rating Outlook is Stable.

Fitch's ratings concerns center on the company's highly leveraged
capital structure, with significant maturities in 2014 and 2016;
the considerable and growing interest burden that pressures free
cash flow; technological threats and secular pressures in radio
broadcasting; and the company's exposure to cyclical advertising
revenue.  The ratings are supported by the company's leading
position in both the outdoor and radio industries, as well as the
positive fundamentals and digital opportunities in the outdoor
advertising space.

                 About CC Media and Clear Channel

San Antonio, Texas-based CC Media Holdings, Inc. (OTC BB: CCMO) --
http://www.ccmediaholdings.com/-- is the parent company of Clear
Channel Communications, Inc.  CC Media Holdings is a global media
and entertainment company specializing in mobile and on-demand
entertainment and information services for local communities and
premier opportunities for advertisers.  The Company's businesses
include radio and outdoor displays.

CC Media has three reportable business segments: Radio
Broadcasting; Americas Outdoor Advertising; and International
Outdoor Advertising.  Approximately half of CC Media's revenue is
generated from its Radio Broadcasting segment.

The Company's balance sheet at Sept. 30, 2011, showed $16.51
billion in total assets, $23.96 billion in total liabilities and a
$7.45 billion total member's deficit.

As reported by the Troubled Company Reporter on Dec. 16, 2011,
Standard & Poor's revised its rating outlook on CC Media Holdings
Inc., and Clear Channel, which S&P views on consolidated basis, to
negative from positive.  "We affirmed our ratings on the company,
including the corporate credit rating of 'CCC+'," S&P said.

"The outlook revision reflects our view that softening ad demand
and global economic uncertainty could slow the pace of revenue
growth at CC Media over the intermediate term, heightening
refinancing risk around its 2014 and 2016 debt maturities,"
explained Standard & Poor's credit analyst Michael Altberg.  "The
'CCC+' corporate credit rating reflects the risks surrounding the
longer-term viability of the company's capital structure in
particular, refinancing risk relating to sizable secured and
unsecured debt maturities in 2014 ($2.9 billion) and 2016 ($12.3
billion).  We view CC Media's financial risk profile as 'highly
leveraged' (based on our criteria), given the company's
significant refinancing risk, very slim EBITDA coverage of
interest expense, and minimal discretionary cash flow compared to
its debt burden.  In our view, the company has a 'fair' business
risk profile, because of its position as the largest U.S. radio
and global outdoor advertising operator," S&P said.


CLIFFS COMMUNITIES: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
James Richardson at the Travelers Rest Tribune reports that Cliffs
Communities filed on Feb. 9, 2012, for Chapter 11 bankruptcy
protection.

According to the report, the golf course communities, including
The Cliffs at Valley, The Cliffs at Glassy, The Cliffs at Walnut
Cove, The Cliffs at Mountain Park, The Cliffs at Keowee, and The
Cliffs at High Carolina, will be taken over by Texas-based Carlile
Group.

The report says, with the collapse of the housing market several
years ago, Cliffs developer Jim Anthony attempted to solve growing
debt problems by raising capital from homeowners and investors.

The report notes, in April 2011, a Georgia-based group threatened
foreclosure on over 100 Cliffs properties, claiming Mr. Anthony
was behind $20 million in payments.  Troubles continued, and, in
October 2011, the Bank of Travelers Rest and a Florida corporation
filed foreclosure complaints against Mr. Anthony, alleging they
were owed millions by Mr. Anthony.


COACH AMERICA: Appoints Laura Hendricks Chief Executive Officer
---------------------------------------------------------------
Coach America Holdings Inc. disclosed the appointment of Laura
Hendricks as Chief Executive Officer, effective immediately.
Hendricks most recently served as Coach America's Senior Vice
President for Business Development, overseeing Strategic Planning,
Sales and Marketing.  Her achievements in this capacity were
notable amid a challenging operating environment, and included 7%
revenue growth in 2011 compared to 2010, greatly improved
traditional and digital marketing functions, and well-earned
respect from employees, customers and suppliers.

Mike Haley, Chairman of the Board, commented, "Laura Hendricks is
a proven executive both within our Company and the industry, and
is the right person to lead Coach America through the financial
reorganization process and into our next phase of growth.  Her
combined skill set in operations, finance, and management will
serve us well going forward and, no less importantly, she brings
considerable industry goodwill and the trust of our key
stakeholders.  As a senior leader, Laura has helped develop and
deliver on Coach America's growth in prior years, and with an
improved capital structure we are confident that our full
potential will be realized under her leadership."

"Coach America is one of the nation's leading motorcoach service
providers which, for too long, has been constrained by an
unsustainable balance sheet," Ms. Hendricks added.  "The Company's
ongoing financial reorganization presents the best forum to
address this specific challenge, but it is equally important that
we accelerate business momentum.  My immediate focus will be to
work closely with our employees and customers on winning new
business, strengthening the relationships we currently enjoy, and
ensuring we maximize our considerable potential."

Separately, Coach America provided an update concerning its
previously-announced financial reorganization process.  The
Company reiterated that it continues to work constructively -- and
as expeditiously as possible -- with its senior lending group on
the terms of a proposed plan of reorganization that would
recapitalize the balance sheet and position the Company for
enhanced competitiveness going forward.  On a parallel path, Coach
America continues to utilize procedures under section 363 of the
US Bankruptcy Code to attract an investment partner for the
Company that would help ensure its continuation as a stronger,
more competitive business going forward.

Coach America emphasized that the reorganization process remains
ongoing, and that it will update the marketplace as developments
warrant.

                      About Coach America

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

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

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

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

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


COMARCO INC: T. Rowe Price Discloses 9.1% Equity Stake
------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, T. Rowe Price Associates, Inc., disclosed
that, as of Dec. 31, 2011, it beneficially owns 674,223 shares of
common stock of Comarco Inc. representing 9.1% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/xx56KO

                           About Comarco

Based in Lake Forest, California, Comarco, Inc. (OTC: CMRO)
-- http://www.comarco.com/-- is a provider of innovative,
patented mobile power solutions that can be used to power and
charge notebook computers, mobile phones, and many other
rechargeable mobile devices with a single device.

For the nine months ended Oct. 31, 2011, the Company has reported
a net loss $3,954,000 on $7,128,000 of revenue, compared with a
net loss of $2,623,000 on $25,781,000 of revenue for nine months
ended Oct. 31, 2010.

The Company's balance sheet at Oct. 31, 2011, showed $5,051,000 in
total assets, $5,065,000 in total liabilities, and a stockholders'
deficit of $14,000.

As reported in the TCR on May 3, 2011, BDO USA, LLP, in Costa
Mesa, California, expressed substantial doubt about Comarco's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Jan. 31, 2011.  The independent
auditors noted that the Company has suffered recurring losses from
operations, has had declining working capital and uncertainties
surrounding the Company's ability to borrow under its credit
facility.


COMMERCIAL BARGE: Moody's Affirms 'B2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family and B2
Probability of Default ratings assigned to Commercial Barge Line
Company ("CBLC"). Moody's also affirmed the B2 and Caa1 ratings
assigned to CBLC's $200 million second lien notes due July 2017
and to its parent ACL I Corporation's $280 million of pay-in-kind
unsecured notes due February 2016, respectively. Moody's lowered
the Speculative Grade Liquidity ("SGL") rating to SGL-3 from SGL-
2. The rating outlook is stable.

Downgrades:

   Issuer: Commercial Barge Line Company

   -- Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
      SGL-2

LGD Assessments:

   Issuer: ACL I Corporation

   -- Senior Unsecured Regular Bond/Debenture, to LGD5, 87% from
      LGD5, 88%

   Issuer: Commercial Barge Line Company

   -- Senior Secured Regular Bond/Debenture, to LGD4, 53% from
      LGD4, 56%

RATINGS RATIONALE

The downgrade of the SGL rating, which applies to the liquidity
profile of the operating company, CBLC, but not that of ACL I
Corporation, reflects Moody's expectation of ongoing negative free
cash flow in 2012 as the potential remains for investment in the
fleet to exceed improved operating cash flows. Additionally, while
Moody's does not expect availability on the revolving credit to
decline below the $48.8 million threshold for having to comply
with financial covenants, the SGL-3 rating, which signifies
liquidity should remain adequate, also reflects that the cushion
of the fixed charge covenant could decline as 2012 progresses.

The B2 Corporate Family rating reflects the leading positions of
CBLC's operations. The barge segment is the second largest
independent inland barge transportation company; its Jeffboat
division is the second largest manufacturer of U.S. Jones Act
qualified barges. Moody's believes that the reduction in the cost
structure from 2011's efficiency programs, emphasis on expanding
yields and improved utilization of the fleet will improve earnings
and operating cash flow in 2012. This assumes that industry demand
will remain at least steady with 2011 levels. The stronger
earnings and potential use of third-party financing for purchases
of fleet assets would help minimize pressure on credit metrics
that should remain indicative of the B2 rating level.
Notwithstanding the downgrade of the SGL rating, liquidity will
remain sufficient with at least $100 million available on the
revolving credit and supports the B2 rating. The ratings also
consider the flexibility management has to reduce costs and
capital expenditures should lower than anticipated demand for its
services or barges materialize.

The stable outlook reflects Moody's belief that industry
fundamentals will remain at levels that will allow CBLC to sustain
good utilization rates and freight rates that deliver the planned
earnings expansion. The outlook also reflects Moody's expectation
that credit metrics will remain reflective of the B2 rating
category. The outlook could be changed to negative or the ratings
directly downgraded if CBLC pursues an acquisitive growth strategy
that is primarily financed with debt. Lower demand that sustains
the EBIT margin below 5% could also pressure the ratings as could
a decline in revolver availability to below $60 million.
Sustaining Funds from Operations ("FFO") + Interest to Interest at
about 2.0 times, Retained Cash Flow to Net Debt below 11%, Debt to
EBITDA above 5.5 times or negative free cash flow generation could
pressure the ratings. Moody's anticipates little upwards rating
pressure over the intermediate term. Nonetheless, the outlook
could be changed to positive if CBLC is able to replace cyclical
earnings from the grain trade with less cyclical, higher margin
cargoes such as coal, so that it sustains more predictable and
expanded earnings and cash flow from its barge business. FFO +
Interest to Interest that is sustained above 4.0 times, Retained
Cash Flow to Net Debt that approaches 17.5% or Debt to EBITDA that
approaches 4.0 times could positively pressure the ratings.

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

Commercial Barge Line Company, headquartered in Jeffersonville,
Indiana, is an indirect wholly owned subsidiary of ACL I
Corporation, also headquartered in Jeffersonville, Indiana. ACL I
Corporation is one of the largest integrated marine transportation
and services companies in the United States, providing barge
transportation and related services, and construction of barges,
towboats and other vessels.

ACL I Corporation is ultimately controlled by certain private
investment funds controlled by Platinum Equity Partners, which is
headquartered in Beverly Hills, California.


COMMERCIAL VEHICLE: RS Investment Holds 6.9% Equity Stake
---------------------------------------------------------
RS Investment Management Co. LLC and its affiliates disclosed in a
Schedule 13G filing with the U.S. Securities and Exchange
Commission that, as of Dec. 31, 2011, they beneficially own
2,000,770 shares of common stock of Commercial Vehicle Group Inc.
representing 6.9% of the shares outstanding.  A full-text copy of
the filing is available for free at http://is.gd/XVxIEr

                  About Commercial Vehicle Group

New Albany, Ohio-based Commercial Vehicle Group, Inc., (Nasdaq:
CVGI) supplies fully integrated system solutions for the global
commercial vehicle market, including the heavy-duty truck market,
the construction and agricultural markets, and the specialty and
military transportation markets.  The Company has facilities
located in the United States in Arizona, Indiana, Illinois, Iowa,
North Carolina, Ohio, Oregon, Tennessee, Virginia and Washington
and outside of the United States in Australia, Belgium, China,
Czech Republic, Mexico, Ukraine and the United Kingdom.

The Company's balance sheet at Sept. 30, 2011, showed
$400.79 million in total assets, $391.26 million in total
liabilities and $9.52 million total stockholders' investment.

                          *     *     *

In the Oct. 4, 2011, edition of the TCR, Moody's Investors Service
upgraded Commercial Vehicle Group, Inc.'s Corporate Family Rating
to B2 from B3, and Probability of Default Rating to B2 from B3.
The B2 CFR reflects modest size, relatively high debt leverage,
and exposure to highly cyclical commercial vehicle end markets.
Demand for commercial vehicle components is primarily sensitive to
economic cycles, fleet age, and regulatory implementation
schedules.  The CFR considers the substantial cash balance and
absence of funded debt maturities until 2019.  Moody's recognizes
CVGI's demonstrated ability to manage its cost structure and
working capital position to minimize cash burn in a challenging
economic environment.  Moody's believes the company is positioned
to benefit from additional modest improvement in commercial
vehicle build rates at least through mid 2012 and has sufficient
liquidity to support associated working capital needs.

As reported by the TCR on April 12, 2011, Standard & Poor's
Ratings Services said it raised its corporate credit rating on New
Albany, Ohio-based Commercial Vehicle Group Inc. (CVG) to 'B-'
from 'CCC+'.  "The upgrade reflects our assumption that CVG can
improve EBITDA and cash flow in the next two years, because we
believe commercial truck production volumes will continue to rise
year-over-year in 2011 and 2012," said Standard & Poor's credit
analyst Nancy Messer.  Heavy-duty truck production increased by a
meaningful 30% in 2010, leading to a 30% year-over-year sales
increase.


CONNAUGHT GROUP: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: The Connaught Group, Ltd.
          dba The Carlisle Collection, Inc.
              Carlisle
              LEFH
              Per Se
              Casuals Etcetera, Inc.
              Limited Editions for Her
              William Rondina, Inc.
              Eccoci
              Etcetera
        423 West 55th Street, 3rd Floor
        New York, NY 10019

Bankruptcy Case No.: 12-10512

Chapter 11 Petition Date: February 9, 2012

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

Judge: Stuart M. Bernstein

Debtor's Counsel: David L. Barrack, Esq.
                  FULBRIGHT & JAWORSKI L.L.P.
                  666 Fifth Avenue
                  New York, NY 10103
                  Tel: (212) 318-3302
                  Fax: (212) 318-3400
                  E-mail: dbarrack@fulbright.com

Debtor?s
Financial
Advisors:         RICHTER

Debtor?s
Investment
Banking Advisors: CONSENSUS

Debtor?s
Claims and
Noticing Agent:   KURTZMAN CARSON CONSULTANTS LLC

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

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

The petition was signed by William D. Rondina, chief executive
officer.

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                           Case No.
        ------                           --------
Limited Editions for Her of Nevada LLC   12-10514
Limited Editions for Her of Branson LLC  12-10515
Limited Editions for Her LLC             12-10516
WDR Retail Corp.                         12-10517

Debtor's List of Its 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Royal Spirit Ltd.                  Trade Debt           $3,967,001
7th Floor, Dragon Industrial Building
93 King Lam Street
Lai Chi Kik, Kowloon, Hong Kong

U.S. Customs                       Customs Duty           $978,524
c/o Genghis Khan Freight Service Inc.
161-15 Roackaway Boulevard, Suite 306
Jamaica, NY 11434

Fashion Trend Development Ltd.     Trade Debt             $569,332
Flat/Room 2701, 27th Floor
New Treasure Centre
10 Ng Fong Street
San Po Kong, Kowloon, Hong Kong

Body Fashion Company Ltd.          Trade Debt             $454,791
Unit A, 20th Floor Chiap King Ind.
Building, 114 King Fuk Street
San Po Kong, Kowloon, Hong Kong

Le Gale Fashion Garment Factory    Trade Debt             $437,861
Flat 4, 11th Floor
Sunwise Ind. Building
16-26 Wang Wo Tsai Street
Tsuen Wan, N.T. Hong Kong

Trigon 52 LLC                      Real Property Lease    $418,656
P.O. Box 3028
Hicksville, NY 11802-3028

West 55th Street Building LLC      Real Property Lease    $364,956
c/o Winter Management
P.O. Box 532
Laurel, NY 11948-0532

Fedex                              Trade Debt             $315,585
P.O. Box 371461
Pittsburgh, PA 15250

Modell?s NY, Inc.                  Real Property Lease    $287,060
498 Seventh Avenue, 20th Floor
New York, NY 10018

Blue Star Silk Corp.               Trade Debt             $279,628
108 West 39th Street
New York, NY 10018

United Parcel Service              Trade Debt             $274,361
P.O. Box 650580
Dallas, TX 75265

B.C America                        Trade Debt             $237,222

Eaglewings Freight Services, Inc.  Trade Debt             $229,374

Prima USA Ltd.                     Trade Debt             $207,781

New Star Tex Co., Ltd.             Trade Debt             $201,875

Willis of New Jersey Inc.          Insurance              $170,866

Sandy Duftler Designs              Trade Debt             $167,011

Angel Textiles, Inc.               Trade Debt             $163,122

Sino American Knitwear (HK) Ltd.   Trade Debt             $143,018

Rathbone Studio Ltd.               Trade Debt             $140,764

Crespi                             Trade Debt             $122,158

Bonami Trading Co.                 Trade Debt             $107,898

Yuen Hing Fashion Company          Trade Debt             $101,505

Textil Dobert S.A.                 Trade Debt              $93,452

Lanificio Mario Bellucci           Trade Debt              $92,262

Profit Good Trading Limited        Trade Debt              $86,582

Roma Industries LLC                Trade Debt              $86,249

Preview Textile Group              Trade Debt              $82,929

B Productions                      Trade Debt              $81,295

Omni Berkshire Place               Trade Debt              $80,336


COSTA BONITA: Status Conference Slated for April 3
--------------------------------------------------
The Bankruptcy Court has scheduled a status conference in the
Chapter 11 case of Costa Bonita Beach Resort Inc. on April 3,
2012, at 10:00 a.m. at U.S. Post Office and Courthouse Bldg, 300
Recinto Sur, 2nd Floor Courtroom 2.

Seven days prior to the status conference, counsel for the Debtor
is directed to file a report.

                  About Costa Bonita Beach Resort

Costa Bonita Beach Resort Inc. filed a Chapter 11 bankruptcy
petition (Bankr. D. P.R. Case No. 12-00778) on Feb. 2, 2012, in
Old San Juan, Puerto Rico.  The Debtor is the owner of 50
apartments at the Costa Bonita Beach Resort in Culebra, Puerto
Rico.  Assets are worth $15.1 million with debt totaling $14.2
million, including secured debt of $7.8 million.  The apartments
are valued at $9.6 million while a restaurant and some commercial
spaces at the resort are valued at $3.67 million.  The apartments
serve as collateral for the $7.8 million while the commercial
property is unencumbered.

Costa Bonita Beach Resort was a debtor in a prior bankruptcy case
(Bankr. D. P.R. Case No. 09-069911) commenced Feb. 3, 2009.

Bankruptcy Judge Enrique S. Lamoutte Inclan presides over the
case.  Charles Alfred Cuprill, Esq., serves as counsel in the 2012
case.  The petition was signed by Carlos Escribano Miro,
president.


COSTA BONITA: Sec. 341 Creditors' Meeting Set for March 12
----------------------------------------------------------
The U.S. Trustee in San Juan, Puerto Rico, will hold a meeting of
creditors pursuant to 11 U.S.C. Sec. 341(a) in the bankruptcy case
of Costa Bonita Beach Resort Inc. on March 12, 2012, at 2:30 p.m.
at 341 Meeting Room, Ochoa Building, 500 Tanca Street, First
Floor, in San Juan.

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.

Proofs of claim are due June 11, 2012.  Government Proofs of Claim
are due Aug. 6, 2012.

                  About Costa Bonita Beach Resort

Costa Bonita Beach Resort Inc. filed a Chapter 11 bankruptcy
petition (Bankr. D. P.R. Case No. 12-00778) on Feb. 2, 2012, in
Old San Juan, Puerto Rico.  The Debtor is the owner of 50
apartments at the Costa Bonita Beach Resort in Culebra, Puerto
Rico.  Assets are worth $15.1 million with debt totaling $14.2
million, including secured debt of $7.8 million.  The apartments
are valued at $9.6 million while a restaurant and some commercial
spaces at the resort are valued at $3.67 million.  The apartments
serve as collateral for the $7.8 million while the commercial
property is unencumbered.

Costa Bonita Beach Resort was a debtor in a prior bankruptcy case
(Bankr. D. P.R. Case No. 09-069911) commenced Feb. 3, 2009.

Bankruptcy Judge Enrique S. Lamoutte Inclan presides over the
case.  Charles Alfred Cuprill, Esq., serves as counsel in the 2012
case.  The petition was signed by Carlos Escribano Miro,
president.


DAIRY FARMERS: Moody's Issuer Summary Credit Opinion
----------------------------------------------------
This release represents Moody's Investors Service's summary credit
opinion on Dairy Farmers of America, Inc. and includes certain
regulatory disclosures regarding its ratings. This release does
not constitute any change in Moody's ratings or rating rationale
for Dairy Farmers of America, Inc. and its affiliates.

Moody's current ratings on Dairy Farmers of America, Inc. and its
affiliates are:

Dairy Farmers of America, Inc.

Senior Unsecured (domestic currency) ratings of Baa2

Preferred Stock (domestic currency) ratings of Ba1

Commercial Paper (domestic currency) ratings of P-2

DFA Preferred Capital Trust I

BACKED Preferred Stock (domestic currency) ratings of Baa3

Mid-Am Preferred Capital Trust I

BACKED Preferred Stock (domestic currency) ratings of Baa3

DFA Preferred Capital Trust II

BACKED Preferred Stock (domestic currency) ratings of Baa3

RATINGS RATIONALE

DFA's Baa2/Prime-2 ratings reflect its leading position as the
largest farmer-owned dairy marketing cooperative in the United
States, and its large size and scale relative to peers. The
ratings also gain support from DFA's significant network of owned
and affiliated bottlers and dairy product manufacturers that
provide stable outlets for members' milk. In addition, DFA's
cooperative structure provides important financial flexibility
that, in a stress scenario and on an infrequent basis, would allow
the company to quickly improve its cash flow through adjustments
in the bi-monthly milk payment.

The ratings are constrained by the underlying low-margin,
commodity nature of the fluid milk business and related earnings
volatility that occurs in DFA's value-added and affiliate
businesses due to fluctuations in milk input costs. The ratings
are also constrained by the uncertainty presented by lingering
lawsuits.

Rating Outlook

The positive outlook is based on Moody's expectation that DFA will
likely sustain credit metrics that are stronger than typical of
Baa2-rated companies. While the affiliate and value-added
businesses will continue to be a source of earnings volatility,
DFA appears to have sufficient liquidity cushion.

What Could Change the Rating - Up

Before an upgrade could occur, Moody's would need more clarity
around risks related to pending litigation. Quantitatively, DFA's
ratings could be upgraded if retained cash flow (after 5% add back
of member payments) to net debt is sustained above 28% and total
debt to EBITDA is below 2.5 times. DFA would also need to manage
earnings volatility in its affiliated and value-added businesses,
and continue to maintain strong governance and financial controls.

What Could Change the Rating - Down

Ratings could come under downward pressure if DFA experiences
significant earnings deterioration in its value-added businesses
or a shift in industry fundamentals that weakens DFA's core
business model. Quantitatively, if retained cash flow (after 5%
add-back of member payments) to net debt fell below 25% or total
debt to EBITDA rose above 3.0 times, the ratings could be
downgraded.

The principal methodology used in rating Dairy Farmers of America,
Inc. was the Global Agricultural Cooperatives Industry Methodology
published in March 2010.


DALLAS HIGH: Files Schedules of Assets and Liabilities
------------------------------------------------------
Dallas High Point Centre Associates Ltd. filed with the Bankruptcy
Court for the Northern District of Texas its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $17,100,000
  B. Personal Property                    $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $10,441,380
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,719,982
                                 -----------      -----------
        TOTAL                    $17,100,000      $12,161,362

A copy of the scheduled of assets and liabilities is available
free at http://bankrupt.com/misc/DALLAS_HIGH_sal.pdf

Dallas High Point Centre Associates, Ltd., filed for Chapter 11
bankruptcy (Bankr. N.D. Tex. Case No. 11-37708) on Dec. 5, 2011.
Judge Barbara J. Houser presides over the case.  Seth P. Crosland,
Esq. at Aleshire & Crosland, PLLC, serves as the Debtor's counsel.
The Debtor posted 17,100,000 in assets and $12,161,362 in debts.
The petition was signed by M.T. Akhavizadeh, president.  Jeffery
A. Wells acts as the company's bankruptcy counsel.


DALLAS HIGH: Court OKs Aleshire, Crosland & Wells as Counsel
------------------------------------------------------------
Dallas High Point Centre Associates, Ltd. sought and obtained
permission from the U.S. Bankruptcy Court to employ Jeffrey A.
Wells at Aleshire, Crosland & Wells, PPLC as bankruptcy counsel.

Mr. Wells has been paid $1,346, which includes $1,046 for the
filing fee in connection with this proceeding.

The compensation to be paid to Mr. Wells shall be $250 per hour.
Counsel estimates that the total fees and expenses in this case
will be approximately $6,000.

Jeffrey A. Wells, Esq., a partner at Aleshire, Crosland & Wells,
PPLC, attests that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

Dallas High Point Centre Associates, Ltd., filed for Chapter 11
bankruptcy (Bankr. N.D. Tex. Case No. 11-37708) on Dec. 5, 2011.
Judge Barbara J. Houser presides over the case.  Seth P. Crosland,
Esq. at Aleshire & Crosland, PLLC, serves as the Debtor's counsel.
The Debtor posted 17,100,000 in assets and $12,161,362 in debts.
The petition was signed by M.T. Akhavizadeh, president.


DALLAS HIGH: Can Use RiverSource Cash Collateral Through Feb. 29
----------------------------------------------------------------
U.S. Bankruptcy Judge Barbara J. Houser signed off on a second
interim order authorizing Dallas High Point Centre Associates Ltd.
to use cash collateral of RiverSource Life Insurance Company.

The Second Interim Order permits the Debtor to continue using cash
collateral through Feb. 29.  The Court will hold a final hearing
on the cash collateral use on that date.

On Dec. 31, the Court signed off on an Agreed Order permitting the
Debtor to use cash collateral through Jan. 31.

The Debtor owes RiverSource not less than $10,529,888 as of the
petition date.  RiverSource holds a lien on substantially all of
the Debtor's assets.

RiverSource will be granted replacement liens and security
interests on all assets of the Debtor and its estate to secure any
diminution in value of the Collateral.  Such replacement liens and
security interests (i) are subordinate only to any prior existing
and validly perfected liens and security interest in such assets,
and (ii) shall attach in the same order of priority that existed
as to the Collateral under applicable non-bankruptcy law as of the
Petition Date.

Pursuant to the Agreed Order, the Debtor was slated to pay
RiverSource (a) on or before Jan. 1, 2012, the total sum of
$22,500; and (b) on or before Jan. 31, 2012, the total sum of
$27,000.   Under the Second Interim Order, the Debtor is required
to pay RiverSource by Feb. 29 the sum of $27,500 as further
adequate protection.

                   About Dallas High Point

Dallas High Point Centre Associates, Ltd., filed for Chapter 11
bankruptcy (Bankr. N.D. Tex. Case No. 11-37708) on Dec. 5, 2011.
Judge Barbara J. Houser presides over the case.  Seth P. Crosland,
Esq. at Aleshire & Crosland, PLLC, serves as the Debtor's counsel.
The Debtor posted 17,100,000 in assets and $12,161,362 in debts.
The petition was signed by M.T. Akhavizadeh, president.  Jeffery
A. Wells acts as the company's bankruptcy counsel.


DEHLER MANUFACTURING: Files Schedules of Assets and Liabilities
---------------------------------------------------------------
Dehler Manufacturing Co., Inc., filed with the U.S. Bankruptcy
Court for the Western District of Texas its schedules of assets
and liabilities, disclosing $2,775,013 in assets and 20,119,866 in
liabilities.  A full-text copy of the schedules is available for
free at:

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

As reported in the Troubled Company Reporter on Jan. 24, 2012,
debtor-affiliate Furniture by Thurston disclosed:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $15,375,120
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $17,228,789
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $7,999,183
                                 -----------      -----------
        TOTAL                    $15,375,120      $25,227,972

A full-text copy of Furniture by Thurston's schedules is available
for free at http://bankrupt.com/misc/FURNITUREBY_sal.pdf

                    About Dehler Manufacturing

San Antonio, Texas-based KLN Steel Products Company LLC, Dehler
Manufacturing Co. Inc., and Furniture by Thurston manufacture and
market high quality furniture for multi-person housing facilities
and packaged services for federal government offices and dormitory
facilities.  They have two manufacturing facilities.  One in San
Antonio, Texas, which is consolidated and designed to accommodate
high volume fabrication of standard and semi-custom steel
furniture and casegoods of high quality for colleges and
universities, military quarters, and job corps centers, or
wherever high quality, long life, low maintenance furniture is
essential.  The facility includes a manufacturing facility of more
than 170,000 square feet capable of producing substantial projects
on a timely basis.  The second facility is located in Grass
Valley, California, with more than 61,000 square feet dedicated to
the manufacturing of wood furniture for military and university
housing.

KLN Steel filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case
No. 11-12855) on Nov. 22, 2011.  Dehler (Case No. 11-12856) and
Furniture by Thurston (Case No. 11-12858) filed on the same day.
Judge Craig A. Gargotta were originally assigned to the KLN and
Dehler cases.  The Furniture by Thurston case was given to Judge
H. Christopher Mott.  Judge Mott now oversees all three cases.
Patricia Baron Tomasco, Esq., at Jackson Walker LLP, serves as the
Debtors' counsel.  Each of the Debtors estimated assets and debts
of $10 million to $50 million.   The petition was signed by Edward
J. Herman, president.


DELTA PETROLEUM: Taps KPMG to Provide Audit and Tax Services
------------------------------------------------------------
Delta Petroleum Corporation, et al., ask the U.S. Bankruptcy Court
for the District of Delaware for permission to employ KPMG LLP as
service provider for audit, tax compliance and tax consulting
matters.

KPMG will, among other things:

   i. audit of the consolidated balance sheets of Delta Petroleum
   Corporation and its subsidiaries as of Dec. 31, 2011, and 2010,
   the related consolidated statements of operations,
   stockholders' equity and cash flows for each of the years in
   the three-year period ended Dec. 31, 2011, and the audit of
   internal control over financial reporting as of Dec. 31, 2011,
   which may be required to be filed with the Securities and
   Exchange Commission

  ii. provide an analysis of the Debtors' Section 382 issues
   including the historical Section 382 ownership shifts and
   Section 382 issues arising in connection with the Chapter 11
   cases; and

iii. preparation federal and state corporate tax return(s) and
   supporting schedules for the Debtors' 2011 and 2012 short
   period tax years.

In addition, KPMG will provide other consulting, advice, research,
planning and analysis regarding audit, tax compliance and tax
consulting matters as may be necessary, desirable or requested
from time to time.

Robert C. Dennis, a Certified Public Accountant and partner of
KPMG, tells the Court that majority of fees to be charged in the
audit engagement reflect a reduction of approximately 50% - 55%
from KPMG's normal and customary rates, depending on the types of
services to be rendered.  The hourly rates for audit services to
be rendered by KPMG and applicable herein are:

   Audit and Audit-Related Services             Discounted Rate
   --------------------------------             ---------------
         Partners                                $375 - $500
         Senior Managers                         $325 - $350
         Managers                                $275 - $300
         Senior Associates                       $200 - $225
         Associates                              $100 - $150

The majority of fees to be charged in the tax engagements reflect
a reduction of approximately 25% - 35% from KPMG's normal and
customary rates, depending on the types of services to be
rendered.  The hourly rates for tax compliance and tax consulting
services to be rendered by KPMG and applicable herein are:

   Tax Consulting Services                      Discounted Rate
   -----------------------                      ---------------
         Partners                                $638 - $746
         Managing Directors                      $638 - $694
         Senior Managers                         $544 - $675
         Managers                                $432 - $600
         Senior Associates                       $300 - $450
         Associates                              $245 - $281

   Tax Compliance Services                      Discounted Rate
   -----------------------                      ---------------
         Partners                                $553 - $647
         Managing Directors                      $553 - $601
         Senior Managers                         $471 - $585
         Managers                                $374 - $520
         Senior Tax Associates                   $260 - $390
        Tax Associates                           $211 - $244

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

The Debtors set a hearing on Feb. 14, 2012, at 11:00 a.m., on
their motion to employ KPMG.

                       About Delta Petroleum

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

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

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

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

The U.S. Trustee told the bankruptcy judge that there was
insufficient interest from creditors to form an official committee
of unsecured creditors.


DELTA PETROLEUM: Taps HYPERAMS LLC as Office Equipment Auctioneer
-----------------------------------------------------------------
Delta Petroleum Corporation, et al., ask the U.S. Bankruptcy Court
for the District of Delaware for permission to employ HYPERAMS,
LLC as auctioneer.

The Debtors relate that the engagement letter contemplates that
the assets will be liquidated in multiple tranches, to be
determined by the Debtors in the exercise of their business
judgment.

HYPERAMS will be assigned to sell these assets: (i) office
equipment on the 42nd floor and excess computer equipment on the
43rd floor of Delta Petroleum Corporation's corporate office; and
(ii) unused office equipment in off-site storage facilities of
Mesa Systems Moving and Storage.

HYPERAMS will, among other things:

   a) provide a supervisor(s) to supervise and conduct the sale;

   b) oversee the liquidation and disposal of the assets,
      including making its best efforts to find cost free methods
      to dispose of the assets that cannot be sold; provided,
      however, HYPERAMS may abandon the assets that have not been
      removed from the facilities by the end of the sale term;
      and

   c) determine and implement appropriate external advertising
      prior to and during the sale term to effectively sell the
      assets during the sale term.

The Debtors have agreed to compensate HYPERAMS for professional
services rendered on a percentage-of-sale-price basis and to
reimburse HYPERAMS for all reasonable and documented expenses,
which expenses will not exceed $17,000 for Tranche One without the
Debtors' consent.

The Debtors proposes that HYPERAMS be paid:

   1) a commission of 10% percent of gross sales proceeds;

   2) a sale expense allowances for reimbursement of direct sale
      related expenses associated with Tranche One of $17,000.
      These expenses would mainly include the compensation for
      onsite set up, personnel, travel and marketing costs and the
      costs of the online sale; and

   3) a buyer's premium not to exceed fifteen (15%) percent, which
      is consistent with industry standards and is to be assessed
      and paid for by all auction buyers.

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

The Debtors set a hearing on Feb. 14, 2012, at 11:00 a.m. on their
motion to employ HYPERAMS, LLC.

                       About Delta Petroleum

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

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

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

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

The U.S. Trustee told the bankruptcy judge that there was
insufficient interest from creditors to form an official committee
of unsecured creditors.


DELTA PETROLEUM: Anthony Mandekic Resigns as Director of Company
----------------------------------------------------------------
In a regulatory SEC Form 8-K on Feb. 7, 2012, Delta Petroleum
Corporation discloses that Anthony Mandekic submitted, on Feb. 2,
2012, a letter to the Company resigning as a director of the
Company, effective immediately.  Mr. Mandekic did not indicate any
disagreement with the Company or the Board of Directors in
connection with his resignation.

                       About Delta Petroleum

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

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

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

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


DEX MEDIA EAST: Bank Debt Trades at 52% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 47.75 cents-on-
the-dollar during the week ended Friday, Feb. 10, 2012, an
increase of 0.83 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 250 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Oct.
24, 2014.  The loan is one of the biggest gainers and losers among
166 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                  About R.H. Donnelley & Dex Media East

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun &
Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the U.S.
It offers print directory advertising products, such as yellow
pages and white pages directories.  R.H. Donnelley Inc., Dex
Media, Inc., and Local Launch, Inc., are the company's only direct
wholly owned subsidiaries.

Dex Media East LLC is a publisher of the official yellow pages and
white pages directories for Qwest Communications International
Inc. in the states, where Qwest is the primary incumbent local
exchange carrier, such as Colorado, Iowa, Minnesota, Nebraska, New
Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media, Inc., filed for
Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09-
11852) on May 28, 2009, after missing a $55 million interest
payment on its senior unsecured notes.  James F. Conlan, Esq.,
Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork,
Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago,
represented the Debtors in their restructuring efforts.  Edmon L.
Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor LLP, in Wilmington, Delaware, served as the
Debtors' local counsel.  The Debtors' financial advisor was
Deloitte Financial Advisory Services LLP while its investment
banker was Lazard Freres & Co. LLC.  The Garden City Group, Inc.,
served as claims and noticing agent.  The Official Committee of
Unsecured Creditors tapped Ropes & Gray LLP as its counsel, Cozen
O'Connor as Delaware bankruptcy co-counsel, J.H. Cohn LLP as its
financial advisor and forensic accountant, and The Blackstone
Group, LP, as its financial and restructuring advisor.  The
Debtors emerged from Chapter 11 bankruptcy proceedings at the end
of January 2010.


DEX MEDIA WEST: Bank Debt Trades at 42% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 57.54 cents-on-
the-dollar during the week ended Friday, Feb. 10, 2012, an
increase of 0.88 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 450 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Oct.
24, 2014, and Standard & Poor's CCC rating.  The loan is one of
the biggest gainers and losers among 166 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                          About Dex Media West

Dex Media West LLC is a subsidiary of Dex Media West, Inc., and an
indirect wholly owned subsidiary of Dex Media, Inc.  Dex Media is
a direct wholly owned subsidiary of R.H. Donnelley Corporation.
Dex Media West is the exclusive publisher of the official yellow
pages and white pages directories for Qwest Corporation, the local
exchange carrier of Qwest Communications International, Inc., in
Arizona, Idaho, Montana, Oregon, Utah, Washington, and Wyoming.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media, Inc., filed for
Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09-
11852) on May 28, 2009, after missing a $55 million interest
payment on its senior unsecured notes due April 15, 2009.  James
F. Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois, served as lead bankruptcy counsel to
the Debtors.  Attorneys at Young, Conaway, Stargatt & Taylor LLP,
in Wilmington, Delaware, served as local counsel.  Deloitte
Financial Advisory Services LLP was the financial advisor and
Lazard Freres & Co. LLC was the investment banker.  The Garden
City Group, Inc., was claims and noticing agent.  The Official
Committee of Unsecured Creditors tapped Ropes & Gray LLP as its
counsel, Cozen O'Connor as Delaware bankruptcy co-counsel, J.H.
Cohn LLP as its financial advisor and forensic accountant, and The
Blackstone Group, LP, as its financial and restructuring advisor.

The Debtors emerged from Chapter 11 bankruptcy proceedings at the
end of January 2010.


DRINKS AMERICAS: Worldwide Beverage Holds 49% Equity Stake
----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission on Feb. 9, 2012, Worldwide Beverage Imports, LLC,
disclosed that it beneficially owns 10,229,602 shares of common
stock of Drinks Americas Holdings, Ltd., representing 49% of the
shares outstanding.  A full-text copy of the filing is available
for free at http://is.gd/Fzdv1Z

                       About Drinks Americas

Headquartered in Wilton, Conn., Drinks Americas Holdings, Ltd. --
http://www.drinksamericas.com/-- through its majority-owned
subsidiaries, Drinks Americas, Inc., Drinks Global, LLC, D.T.
Drinks, LLC, and Olifant U.S.A Inc., imports, distributes and
markets unique premium wine and spirits and alcoholic beverages
associated with icon entertainers, celebrities and destinations,
to beverage wholesalers throughout the United States.

The Company reported a net loss of $4.58 million on $497,453 of
net sales for the year ended April 30, 2011, compared with a net
loss of $5.61 million on $890,380 of net sales during the prior
year.

Bernstein & Pinchuk, in New York, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
significant losses from operations since its inception and has a
working capital deficiency.

The Company's balance sheet at Oct. 31, 2011, showed $2.52 million
in total assets, $5.35 million in total liabilities, and a
$2.83 million total stockholders' deficiency.


EDUCATION MANAGEMENT: Moody's Cuts Corp. Family Rating to 'B2'
--------------------------------------------------------------
Moody's Investors Service lowered Education Management LLC's
corporate family rating to B2 from B1, the ratings on the senior
secured bank debt to B2 from B1, and the rating on the senior
unsecured notes to Caa1 from B2. The ratings outlook was changed
to negative from stable. The speculative grade liquidity rating
was lowered to SGL-3 from SGL-1.

Ratings lowered:

Corporate family rating to B2 from B1;

Probability of default rating to B2 from B1;

Speculative grade liquidity rating to SGL-3 from SGL-1;

$328 million senior secured revolving credit facility due 2015 to
B2 (LGD3, 46%) from B1 (LGD3, 45%);

$749 million senior secured term loan due 2016 to B2 (LGD3, 46%)
from B1 (LGD3, 45%);

$114 million senior secured revolving credit facility due 2012 to
B2 (LGD3, 46%) from B1 (LGD3, 45%);

$349 million senior secured term loan due 2013 to B2 (LGD3, 46%)
from B1 (LGD3, 45%);

$375 million senior unsecured notes due 2014 to Caa1 (LGD6, 92%)
from B2 (LGD5, 75%).

RATINGS RATIONALE

The ratings downgrade reflects Moody's view that declining
enrollments and higher operating costs will continue to pressure
profitability and free cash flow. The downgrade also reflects
uncertainty as to when enrollments and operating performance will
rebound given continued elevated unemployment, soft macroeconomic
conditions, and a more challenging regulatory environment.
Furthermore, Education Management has significant medium-term debt
maturities in the form of the $349 million term loan maturing on
June 1, 2013. There is also a springing maturity to the senior
secured credit facilities, which will mature on March 1, 2014 if
the company does not refinance the $375 million 8.75% senior notes
due 2014 on or prior to this date. In Moody's opinion, a
refinancing of these maturities will increase interest rates and
further pressure free cash flow. Debt to EBITDA increased to 3.3
times as of the quarter ended December 31, 2011 from 3.1 times as
of fiscal year-end ended June 30, 2011 (based on Moody's standard
adjustments). Moody's estimates that debt to EBITDA will approach
4.0 times over the next 12 to 18 months.

The downgrade of the speculative grade liquidity rating to SGL-3
from SGL-1 reflects diminished headroom under financial covenants
due to EBITDA declines and covenant step-downs, expectations for
reduced free cash flow generation, and a pending reduction in the
revolving credit facility commitment to approximately $328 million
from $442 million on June 1, 2012. In response to the latter, the
company recently completed a $150 million secured letter of credit
line due November 30, 2013 that reduces the unrestricted cash
balance by this amount.

Education Management faces heightened regulatory/legal risk given
its reliance on Title IV student loans and there is the potential
for increased competition from non-profit institutions in the wake
of negative industry press. The B2 rating also incorporates
increased industry regulation and oversight in the form of the
Department of Education ("DOE") new gainful employment rules and
concerns over the company's ability to maintain compliance with
other ongoing regulatory requirements. In addition, Title IV
programs are generally dependent on government's willingness to
invest in education and are subject to political and budgetary
concerns.

Education Management's rating is supported by its business
position as one of the largest providers of post-secondary
education in the U.S., significant scale with revenues close to
$3.0 billion, the diversity of its academic programs, and credit
metrics that are generally strong for the ratings category.

The SGL-3 speculative grade liquidity rating reflects Moody's view
that Education Management will maintain an adequate liquidity
profile over the next twelve months supported by its unrestricted
cash balance, expectations for modest positive free cash flow and
continued compliance under financial covenants. Weighing on the
liquidity profile are limited excess capacity under the company's
revolving credit facility and large upcoming debt maturities.

The negative outlook reflects Moody's concern over refinancing
risk in the context of the company's deteriorating operating
performance and the challenging operating environment.

Moody's could downgrade Education Management's ratings if
enrollment trends do not show signs of improvement such that there
is a sustained deterioration in operating performance. The ratings
could also be downgraded if liquidity deteriorates (such as a
covenant breach) or if the company does not timely address pending
debt maturities.

The ratings could experience positive pressure if there is a
sustained improvement in Education Management's enrollment trends
that leads to a rebound in operating performance such that debt to
EBITDA is reduced below 3.5 times, if the company improves its
liquidity profile through expanded free cash flow and covenant
cushion, and if it addresses its medium-term debt maturities.

The principal methodology used in rating Education Management LLC.
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.

Education Management LLC, based in Pittsburgh, Pennsylvania, is
one of the largest providers of private post-secondary education
in North America, based on student enrollment and revenue. The
company had revenues of approximately $2.9 billion for the twelve
months ended December 31, 2011.


EASTMAN KODAK: Holzer Holzer Probing Securities Violations
----------------------------------------------------------
Holzer Holzer & Fistel, LLC is investigating potential violations
of the federal securities laws by Eastman Kodak Company.  The
investigation focuses on whether a series of statements made
between Jan. 26, 2011 and Sept. 23, 2011, inclusive, regarding
Kodak's business, its prospects and its operations were materially
false and misleading at the time they were made.  On Sept. 23,
2011, Kodak announced it was borrowing $160 million against its
credit line for general corporate purposes, and the Company's
stock price declined nearly 27% on the news.  Kodak then announced
on Jan. 19, 2012 that it was filing for bankruptcy under Chapter
11.  Holzer Holzer & Fistel's investigation seeks to determine
whether, in light of the Company's announcements, certain of
Kodak's prior public statements regarding its business model and
cash position were false.

Holzer Holzer & Fistel, LLC -- http://www.holzerlaw.com/-- is an
Atlanta, Georgia law firm that dedicates its practice to vigorous
representation of shareholders and investors in litigation
nationwide, including shareholder class action and derivative
litigation.

The firm's attorneys can be reached at:

        Michael I. Fistel, Jr., ESQ.
        Marshall P. Dees, ESQ.
        HOLZER HOLZER & FISTEL, LLC
        Tel: (888) 508-6832
        E-mail: mfistel@holzerlaw.com
                mdees@holzerlaw.com


                        About Eastman Kodak

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

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

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

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

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

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

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

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

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


EASTMAN KODAK: Phasing Out Digital Camera Business
--------------------------------------------------
Eastman Kodak Company discloses 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.
Today's 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 approximately $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.

Kodak's continuing consumer products and services will include:

-- Retail-based photo kiosks and digital dry lab systems, a market
   in which Kodak is the clear worldwide leader.  Kodak pioneered
   the retail-based kiosk market, and the company now has more
   than 100,000 kiosks and order stations for dry lab systems
   around the world, with some 30,000 of those units connected to
   the most popular photo-sharing sites.

-- Consumer inkjet printers, where Kodak has outpaced overall
   market growth for several years.  Kodak consumer inkjet
   printers provide consumers with high-quality output and the
   lowest total ink replacement cost.  Consumers can send
   documents and photos to Kodak printers from anywhere, using any
   web-connected device.

-- Kodak apps for Facebook, which make it easy for consumers to
   obtain photo products using photos from their Facebook albums.

-- Kodak Gallery, a leading online digital photo products service.
   Kodak Gallery enables consumers to share their photos, and
   offers product and creation tools that enable people to do more
   with their photos.

-- The Kodak camera accessories and batteries businesses.  These
   products are universally compatible with all camera brands, and
   extend into other consumer product segments such as charging
   units for smartphones.

-- The traditional film capture and photographic paper business,
   which continues to provide high-quality and innovative products
   and solutions to consumers, photographers, retailers,
   photofinishers and professional labs.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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


EL METATE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: El Metate Foods, Inc.
        dba El Metate Markets
        dba Fresh Foods Market
        dba El Metate Mercado
        838 East 1st Street
        Santa Ana, CA 92701

Bankruptcy Case No.: 12-11433

Chapter 11 Petition Date: February 3, 2012

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Richard L. Barnett, Esq.
                  BARNETT & RUBIN
                  5450 Trabuco Road
                  Irvine, CA 92620
                  Tel: (949) 261-9700
                  Fax: (949) 261-9799
                  E-mail: rick@barnettrubin.com

Scheduled Assets: $268,650

Scheduled Liabilities: $6,206,861

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb12-11433.pdf

The petition was signed by Rudy Murrieta, president.


EL PASO LIGHTHOUSE: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: El Paso Lighthouse for the Blind
        200 Washington
        El Paso, TX 79905

Bankruptcy Case No.: 12-30264

Chapter 11 Petition Date: February 8, 2012

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

Judge: H. Christopher Mott

Debtor's Counsel: E.P. Bud Kirk, Esq.
                  TERRACE GARDENS
                  600 Sunland Park Drive, Building 4, #400
                  El Paso, TX 79912
                  Tel: (915) 584-3773
                  E-mail: budkirk@aol.com

Scheduled Assets: $1,097,264

Scheduled Liabilities: $1,536,992

The Company's list of its 17 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/txwb12-30264.pdf

The petition was signed by Thea Chambers, chair.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
El Paso Lighthouse Industries for the
  Blind and Handicapped               12-30266         02/08/12


EPICEPT CORP: To Raise $2 Million in Registered Direct Offering
---------------------------------------------------------------
EpiCept Corporation has entered into a definitive agreement with a
single life science focused institutional investor for the
purchase of 2,000 shares of its Series A 0% Convertible Preferred
Stock at $1,000 per share, which are convertible into an aggregate
of 10 million shares of its common stock, and five-year warrants
to purchase up to 5 million shares of its common stock at an
exercise price of $0.20 per share that are immediately
exercisable.  EpiCept will receive approximately $1.8 million in
net proceeds from the offering.  The offering is expected to close
on or about Feb. 13, 2012, subject to customary closing
conditions.  Net proceeds from the offering will be used to meet
working capital needs and for general corporate purposes

Rodman & Renshaw, LLC, a subsidiary of Rodman & Renshaw Capital
Group, Inc. (Nasdaq: RODM), acted as the exclusive placement agent
for the offering.

The proposed public offering is being made pursuant to an
effective registration statement, and may be made only by means of
a prospectus and prospectus supplement.  A copy of the prospectus
supplement relating to the common stock and warrants can be
obtained from Rodman & Renshaw LLC, 1251 Avenue of the Americas,
20th Floor, New York, NY 10020, or by calling 212-356-0549 or e-
mailing placements@rodm.com.  An electronic copy of the prospectus
supplement will also be available on the Web site of the
Securities and Exchange Commission at http://www.sec.gov. This
press release is neither an offer to sell, nor a solicitation of
an offer to buy, nor will there be any sale of, these securities
in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state.

                    About EpiCept Corporation

Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX
Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused
on the development and commercialization of pharmaceutical
products for the treatment of cancer and pain.  The Company's lead
product is Ceplene(R), approved in the European Union for the
remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission.  In the
United States, a pivotal trial is scheduled to commence in 2011.
The Company has two other oncology drug candidates currently in
clinical development that were discovered using in-house
technology and have been shown to act as vascular disruption
agents in a variety of solid tumors.  The Company's pain portfolio
includes EpiCept(TM) NP-1, a prescription topical analgesic cream
in late-stage clinical development designed to provide effective
long-term relief of pain associated with peripheral neuropathies.

The Company's recurring losses from operations and the Company's
stockholders' deficit raise substantial doubt about its ability to
continue as a going concern and, as a result, the Company's
independent registered public accounting firm, Deloitte & Touche
LLP, in Parsippany, New Jersey, included an explanatory paragraph
in its report on the Company's consolidated financial statements
for the year ended Dec. 31, 2010, which was included in our Annual
Report on Form 10-K, with respect to this uncertainty.

The Company also reported a net loss of $12.20 million on $737,000
of total revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $12.56 million on $703,000 of total
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $12.19
million in total assets, $26.44 million in total liabilities and a
$14.25 million total stockholders' deficit.


EVERGREEN APARTMENTS: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Evergreen Apartments, L.P.
        dba Ashton Pointe I
        348 Enterprise Drive
        Valdosta, GA 31601

Bankruptcy Case No.: 12-70153

Chapter 11 Petition Date: February 3, 2012

Court: United States Bankruptcy Court
       Middle District of Georgia (Valdosta)

Debtor's Counsel: David E. Mullis, Esq.
                  DAVID E. MULLIS, P.C.
                  2301 Mimosa Drive
                  Valdosta, GA 31602
                  Tel: (229) 245-8817
                  Fax: (229) 245-1515
                  E-mail: dmullis@businesslawhelp.com

Scheduled Assets: $683,372

Scheduled Liabilities: $1,317,495

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/gamb12-70153.pdf

The petition was signed by Cynamon Willis, manager.


EVERGREEN SOLAR: Creditors, Secured Noteholders Settle
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Evergreen Solar Inc. negotiated a settlement with
secured noteholders and the unsecured creditors' committee
intended to lay the foundation for a liquidating Chapter 11 plan.
Reached following mediation, the settlement gives the noteholders
a deficiency claim of $108.3 million, along with an agreement that
noteholders won't participate in the recovery by unsecured
creditors until they have received 1%.  Evergreen is to receive
$1.3 million and some of the stock in the China manufacturing
subsidiary. Unsecured creditors are receiving some of the
subsidiary's stock plus $50,000 cash and the ability to bring
specified lawsuits.  A hearing on the settlement is scheduled for
March 8.

                     About Evergreen Solar

Evergreen Solar, Inc. -- http://www.evergreensolar.com/--
developed, manufactured and marketed String Ribbon solar power
products using its proprietary, low-cost silicon wafer technology.

The Marlboro, Mass.-based Company filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-12590) on Aug. 15, 2011, before Judge
Mary F. Walrath.  The Company's balance sheet at April 2, 2011,
showed $373,972,000 in assets, $455,506,000 in total liabilities,
and a stockholders' deficit of $81,534,000.

Ronald J. Silverman, Esq., and Scott K. Seamon, Esq., at Bingham
McCutchen LLP, serve as general bankruptcy counsel to the Debtor.
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, serve as co-counsel.  Hilco Industrial
LLC serves as exclusive marketing and sales agent.  Klehr Harrison
Harvey Branzburg serves as special conflicts counsel.  Zolfo
Cooper LLC is the financial advisor.  UBS Securities, LLC, serves
as investment banker.  Epiq Bankruptcy Solutions has been tapped
as claims agent.

In conjunction with the Chapter 11 filing, the Company entered
into a restructuring support agreement with certain holders of
more than 70% of the outstanding principal amount of the Company's
13% convertible senior secured notes.  As part of the bankruptcy
process the Company will undertake a marketing process and will
permit all parties to bid on its assets, as a whole or in groups
pursuant to 11 U.S.C. Sec. 363.  An entity formed by the
supporting noteholders, ES Purchaser, LLC, entered into an asset
purchase agreement with the Company to serve as a 'stalking-horse"
and provide a "credit-bid" pursuant to the Bankruptcy Code for
assets being sold.

The supporting noteholders are represented by Michael S. Stainer,
Esq., and Natalie E. Levine, Esq., at Akin Gump Strauss Hauer &
Feld LLP, in New York.

An official committee of unsecured creditors has retained Pepper
Hamilton and Kramer Levin Naftalis & Frankel as counsel.  The
Committee tapped Garden City Group as communications services
agent.

Evergreen Solar is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are start-up Spectrawatt Inc., which also filed in August,
Solyndra Inc., which filed early in September, and Stirling Energy
Systems Inc., which filed for Chapter 7 bankruptcy late in
September.

Evergreen sold the assets piecemeal in three auctions.  Max Era
Properties Ltd. from Hong Kong paid $6 million cash and $3.2
million in stock of China Private Equity Investment Holdings
Ltd. for the company name, intellectual property, and wafermaking
assets.  Kimball Holdings LLC paid $3.8 million for solar panel
inventory while the secured lenders exchanged $21.5 million of
their $165 million claim for a $171 million claim against Lehman
Brothers Holdings Inc.  Max Era Properties Limited and Sovello AG
bought equipment and machinery located at the Debtor's Devens,
Massachusetts facility for $8.9 million.


FIRST SECURITY: Robert Lane Named as Director
---------------------------------------------
Mr. Robert R. "Bob" Lane was elected to the Board of Directors of
First Security Group, Inc., effective Feb. 7, 2012.  Mr. Lane was
elected to the First Security Board pursuant to the terms of First
Security's outstanding Series A Fixed Rate Perpetual Preferred
Stock issued to the U.S. Treasury in connection with First
Security's participation in the TARP Capital Purchase Program.
Based on Mr. Lane's qualifications and expertise, First Security
also asked Mr. Lane to join the Board of First Security's wholly-
owned subsidiary, FSGBank, N.A., and Mr. Lane has accepted.

"Bob has over 40 years of banking and financial service consulting
experience.  His election provides additional strength and depth
to our Board," said First Security CEO and President Michael
Kramer.  "We appreciate the process undertaken by the U.S.
Treasury to provide both the potential director and bank the
chance to interact prior to the appointment.  From our first
interactions with Bob, we were confident that he could contribute
to our Company.  Mr. Lane brings exceptional qualifications and we
welcome him to the FSG team."

Mr. Lane currently serves as a Faculty Advisor for the Fisher
College of Business at the Ohio State University as well as
serving as Chief Executive Officer of Lane Leadership Group, LLC.,
a consulting company specializing in executive coaching and
professional development.  From 2006 to 2010, he served as
President of the Central Ohio District of KeyBank N.A. in
Columbus, OH.  Prior to KeyBank, Mr. Lane served as a Director for
Crowe Horwath and Company, LLP, where he was responsible for the
East Coast business development and also provided strategic
planning services for banking clients.  Mr. Lane also served as
Chairman and Chief Executive Officer of First Union National Bank
of Tennessee, a subsidiary of First Union Corporation, from 1988
to 1993.

"After completing my initial due diligence, First Security
appeared to potentially be a very unique situation.  The next step
was meeting with members of the Board and the executive management
team, during which I gained a full understanding of the distinct
opportunities that exist for First Security," Mr. Lane said.  "I
consider it a privilege to join the First Security team and look
forward to assisting in the execution of a well-defined strategic
plan to make FSGBank the bank of choice in east and middle
Tennessee as well as north Georgia."

Mr. Lane will have the same fiduciary duties and obligations to
the shareholders of First Security as any other member of the
Board.  The appointment to the Board of FSGBank is subject to the
completion of the regulatory application process.

                   About First Security Group

First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee, with $1.2 billion in
assets as of Sept. 30, 2010.  Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A., has 37 full-
service banking offices, including the headquarters, along the
interstate corridors of eastern and middle Tennessee and northern
Georgia and 325 full-time equivalent employees.  In Dalton,
Georgia, FSGBank operates under the name of Dalton Whitfield Bank;
along the Interstate 40 corridor in Tennessee, FSGBank operates
under the name of Jackson Bank & Trust.

On Sept. 7, 2010, the Company entered into a Written Agreement
with the Federal Reserve Bank of Atlanta, the Company's primary
regulator, which prohibits the Company from declaring or paying
dividends without prior written consent of the Federal Reserve.
The Company is also prohibited from taking dividends, or any other
form of payment representing a reduction of capital, from the Bank
without prior written consent.

The Company is also required, within 60 days of the Agreement, to
submit to the Federal Reserve a written plan designed to maintain
sufficient capital at the Company and the Bank.

On April 28, 2010, FSGBank, the Company's wholly-owned subsidiary,
consented and agreed to the issuance of a Consent Order by the
Office of the Comptroller of the Currency (OCC).  Pursuant to that
Consent Order, within 120 days of the effective date of the Order,
the Bank is required to achieve and thereafter maintain total
capital at least equal to 13% of risk-weighted assets and
Tier 1 capital at least equal to 9% of adjusted total
assets.

As of Sept. 30, 2010, the first financial reporting period
subsequent to the 120 day requirement, the Bank's total capital to
risk-weighted assets was 12.93% and the Tier 1 capital to
adjusted total assets was 7.43%.  The Bank has notified the
OCC of the non-compliance.

Joseph Decosimo and Company, PLLC, in Chattanooga, Tennessee,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred losses from operations for the past two
years.  The Company is also operating under formal supervisory
agreements with the Federal Reserve Bank of Atlanta and the Office
of the Comptroller of the Currency and is not in compliance with
all provisions of the Agreements.  Failure to achieve all of the
Agreements' requirements may lead to additional regulatory
actions.

According to the Company, its ability to continue as a going
concern is contingent upon its ability to devise and successfully
execute a management plan to develop profitable operations,
satisfy the requirements of the regulatory actions, and lower the
level of problem assets to an acceptable level.

The Company reported a net loss of $44.34 million on
$54.91 million of total interest income for the year ended
Dec. 31, 2010, compared with a net loss of $33.45 million on
$64.00 million of total interest income during the prior year.

The Company also reported a net loss of $14.53 million on
$32.85 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $33.01 million on
$42.53 million of total interest income for the same period during
the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.12 billion in total assets, $1.04 billion in total liabilities,
and $78.04 million in total stockholders' equity.


FIRST SECURITY: Completes Transformation of Exec. Management Team
-----------------------------------------------------------------
With the appointment of three new executive vice presidents, First
Security Group, Inc., has completed the restructuring of its
executive management team.  These new appointments include the
Chief Credit Officer, Retail Banking Officer and Director of
FSGBank's Wealth Management and Trust department.  The new
executives follow the appointment of Michael Kramer as CEO in late
December 2011.

"We are privileged to bring such a talented group of executives to
FSGBank.  We now have the full team that can execute our strategy
to transform FSGBank into the bank of choice in middle and east
Tennessee as well as north Georgia," said CEO and President
Michael Kramer.  "With these additions to our existing team, we
can turn our full attention to the opportunity of creating a
successful, profitable community bank."

On Feb. 9, 2012, FSGBank appointed Chris Tietz as EVP and Chief
Credit Officer; Martin Schrodt as EVP and Retail Banking Officer;
and Bart Rolen as EVP and Director of Wealth Management and Trust.

"The Board charged Mike with assessing the existing management
talent and making the necessary recommendations," said lead
Director Carol Jackson.  "We believe Mike has assembled a great
mix of existing and new talent to truly create the gold standard
in management teams."

     * Michael Kramer, Chief Executive Officer and President

Mr. Kramer joined FSG in December 2011 as CEO, President and
Director; succeeding Rodger Holley, who resigned as CEO in April
2011.

    * Denise Cobb, EVP and Chief Administrative Officer

Ms. Cobb will serve as EVP and Chief Administrative Officer for
First Security Group and FSGBank.  Ms. Cobb has served FSG as EVP
and Chief Risk Officer since February 2010.  Ms. Cobb was
appointed as Chief Risk Officer in May 2009 and the role was
elevated to an executive position in February 2010.  Ms. Cobb
began her tenure with First Security as Corporate Controller and
Principal Accounting Officer.  She has also served FSG as the
Director of Internal Audit.  She is a certified public accountant
and has also worked for Arthur Anderson, Ernst & Young and KPMG
during her career.

As Chief Administrative Officer, all operational departments will
report to Ms. Cobb.  Certain risk functions with continue to
report to Ms. Cobb while others will transition to Mr. Tietz.

"We believe that every member of our organization has a client.
For our lenders and branch personnel, the client is our customers.
For our operational personnel, their client is our front-line
personnel.  In order to provide first-class products and services,
we must have operational personnel that understand providing
superior customer service starts with them," said CEO Michael
Kramer.  "Denise is a natural leader who takes great pride in
successfully managing projects and initiatives.  This transition
to CAO will allow Denise to expand her influence to new areas of
the Bank.  We are confident that Denise will deliver strong
results in her new role."

"It is an honor to serve FSG in this newly created role," said CAO
Cobb.  "We have a number of key operational initiatives for 2012
and I look forward to working with our team to successfully
implement them.  On an ongoing basis, we will ensure our
operational personnel understand how important their role is and
how they contribute to the success of FSG by providing the support
for our front-line personnel."

     * John Haddock, Secretary, EVP and Chief Financial Officer

Mr. Haddock was appointed as Secretary, EVP and CFO of First
Security Group and FSGBank in February of 2011, replacing William
L. "Chip" Lusk, Jr.  Mr. Lusk resigned to accept a position with
an out-of-market financial institution.

Mr. Haddock previously served FSGBank as Principal Accounting
Officer, Corporate Controller and has nine years of experience in
accounting and finance.  Mr. Haddock is a certified public
accountant and holds a Master of Accountancy degree and a
Bachelor's degree in Business Administration, both from the
University of Tennessee.  Prior to joining FSG in 2005, Mr.
Haddock worked for Hazlett, Lewis & Bieter, PLLC, a Chattanooga,
TN based accounting firm specializing in serving financial
institutions, after beginning his career with
PricewaterhouseCoopers in Atlanta, GA.

"We are in solid hands with John as our CFO," said CEO Mike
Kramer.  "John has a keen ability to understand an issue and
develop an appropriate solution.  He and I work closely on a daily
basis and I am confident in his ability to manage our balance
sheet as well as to provide guidance on many other projects."

"We have three primary constituents: our customers, our
shareholders and our employees.  For each decision that we make,
we must evaluate the potential benefit and possible impact that
decision may have on each of these groups," said CFO Haddock.  "It
is a privilege to serve FSG as its CFO.  With the team we have
assembled, we are confident in our ability to execute our
strategy."

     * Chris Tietz, EVP and Chief Credit Officer

Mr. Tietz will serve FSGBank as EVP and Chief Credit Officer.  Mr.
Tietz has over 25 years of banking knowledge with extensive
experience in credit administration.  Mr. Tietz joins FSGBank from
First Place Bank in Warren, Ohio, a $3 billion bank, where he
served as EVP and Chief Credit Officer since May 2011.  From 2005
to April 2011, Mr. Tietz worked for Monroe Bank in Bloomington,
Indiana as Chief Credit Officer.  Mr. Tietz began his career in
Nashville, Tennessee with First American National Bank where he
spent fifteen years, with the final five years serving as EVP and
Regional Senior Credit Officer.

"In my experience with credit turnaround situations, various
ingredients need to be present to be successful.  These include:
being able to define the issues, having the necessary capital to
address the issues and most importantly, having a Board and
management team committed to resolving the issues.  FSGBank has
all of these attributes and is committed to resolving its asset
quality situation so that it can focus on returning to a
profitable bank," said Chief Credit Officer Tietz.  "At the same
time, we will be building a strong credit culture to ensure the
past is not repeated."

"Having worked with Chris at prior institutions, I have equal
confidence that asset quality will improve dramatically under his
watch and that the credit culture will be well-defined and woven
into the fabric of our Bank," said CEO Kramer.

    * Joe Dell, EVP and Chief Lending Officer

Mr. Dell was appointed as FSGBank's Chief Lending Officer in the
fall of 2011.  He is responsible for all commercial line of
business activities.  Prior to joining FSG, Mr. Dell spent 25
years with First Commonwealth Bank in Indiana, PA, a $6 billion
community bank, where he served in various senior and executive
roles, including Chief Lending Officer.

"When Joe was hired, FSG's loan portfolio had been shrinking at a
rapid pace for nearly two years.  Joe was charged with reversing
that trend.  He has provided strong leadership, support and
motivation to our commercial lenders," said CEO Kramer.  "I am
pleased to report that Joe and his bankers have achieved a net
increase in loans for the last two months.  They have also built a
strong pipeline to continue that trend.  Most importantly, he has
done this with no compromise to our credit standards."

     * Martin Schrodt, EVP and Retail Banking Officer

Mr. Schrodt, as FSGBank's Retail Banking Officer, is responsible
for branch operations and retail line of business activities.  Mr.
Schrodt joins FSGBank from Regions Bank where he served as Vice
President, Market Manager-Consumer Banking since 2006.  Prior to
Regions Bank, Mr. Schrodt was Senior Vice President, Head of
Retail Banking for Citizens and Farmers Bank.  Mr. Schrodt also
spent seven years at PNC Bank where he was promoted four times,
concluding his tenure as Region Executive, VP-Retail Banking.

"With 30 branches throughout north Georgia, middle and east
Tennessee, FSGBank has the infrastructure for significant deposit
growth.  I look forward to working with our market leaders and
branch sales managers to better leverage our branches," said
Retail Banking Officer Schrodt.  "It is a pleasure to join the FSG
team."

"One of the most important tenets of the future success of FSGBank
is building deposit market share throughout our footprint.  That
starts with our branch team members and providing a full array of
deposit products and services to meet our customers' needs," said
CEO Michael Kramer.  "Martin will ensure we are meeting the needs
of our customers and will be responsible for growing our deposits.
Based on his proven track record, we are confident Martin will
help FSG succeed."

     * Bart Rolen, EVP and Director of Wealth Management and Trust

Mr. Rolen joins FSGBank as the Director of the Wealth Management
and Trust department after nine years with SunTrust.  Mr. Rolen
was Group Vice President and Team Leader within the trust
department of SunTrust in Nashville, Tennessee.  Previously, Mr.
Rolen held the same position with SunTrust in Chattanooga,
Tennessee, where he began his career.  Mr. Rolen is a Certified
Trust and Financial Advisor.

"Wealth Management and Trust is about building a relationship with
your client and developing a solution that aligns with their
dreams, desires and goals.  The prospect of further evolving the
existing platform at FSGBank is highly appealing," said Director
of Wealth Management and Trust Rolen.  "A community bank can
provide a higher level of personal service and that will be the
expectation we will have every day for our clients."

Mr. Rolen received his Bachelor of Business Administration degree
in Finance from the University of Georgia and his Master of
Business Administration degree from the University of Tennessee at
Chattanooga.  Additionally, Mr. Rolen is a graduate from the
American Bankers' Association Graduate Trust School.

"With strong roots in the Chattanooga and north Georgia markets,
we believe Bart has the skills and experience to take our Wealth
Management and Trust department to the next level," said CEO
Michael Kramer.  "Bart's dedication to understanding his client's
needs is clearly evident in his past performance."

As an inducement to join FSGBank, Mr. Tietz, Mr. Schrodt and Mr.
Rolen, were awarded 30,000, 14,000 and 14,000 shares of First
Security common stock, respectively.  The restricted stock grants
were granted on Feb. 8, 2012.  As a result of the grant, First
Security has approximately 1,762,000 issued and outstanding
shares.

                    About First Security Group

First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee, with $1.2 billion in
assets as of Sept. 30, 2010.  Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A., has 37 full-
service banking offices, including the headquarters, along the
interstate corridors of eastern and middle Tennessee and northern
Georgia and 325 full-time equivalent employees.  In Dalton,
Georgia, FSGBank operates under the name of Dalton Whitfield Bank;
along the Interstate 40 corridor in Tennessee, FSGBank operates
under the name of Jackson Bank & Trust.

On Sept. 7, 2010, the Company entered into a Written Agreement
with the Federal Reserve Bank of Atlanta, the Company's primary
regulator, which prohibits the Company from declaring or paying
dividends without prior written consent of the Federal Reserve.
The Company is also prohibited from taking dividends, or any other
form of payment representing a reduction of capital, from the Bank
without prior written consent.

The Company is also required, within 60 days of the Agreement, to
submit to the Federal Reserve a written plan designed to maintain
sufficient capital at the Company and the Bank.

On April 28, 2010, FSGBank, the Company's wholly-owned subsidiary,
consented and agreed to the issuance of a Consent Order by the
Office of the Comptroller of the Currency (OCC).  Pursuant to that
Consent Order, within 120 days of the effective date of the Order,
the Bank is required to achieve and thereafter maintain total
capital at least equal to 13% of risk-weighted assets and
Tier 1 capital at least equal to 9% of adjusted total
assets.

As of Sept. 30, 2010, the first financial reporting period
subsequent to the 120 day requirement, the Bank's total capital to
risk-weighted assets was 12.93% and the Tier 1 capital to
adjusted total assets was 7.43%.  The Bank has notified the
OCC of the non-compliance.

Joseph Decosimo and Company, PLLC, in Chattanooga, Tennessee,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred losses from operations for the past two
years.  The Company is also operating under formal supervisory
agreements with the Federal Reserve Bank of Atlanta and the Office
of the Comptroller of the Currency and is not in compliance with
all provisions of the Agreements.  Failure to achieve all of the
Agreements' requirements may lead to additional regulatory
actions.

According to the Company, its ability to continue as a going
concern is contingent upon its ability to devise and successfully
execute a management plan to develop profitable operations,
satisfy the requirements of the regulatory actions, and lower the
level of problem assets to an acceptable level.

The Company reported a net loss of $44.34 million on
$54.91 million of total interest income for the year ended
Dec. 31, 2010, compared with a net loss of $33.45 million on
$64.00 million of total interest income during the prior year.

The Company also reported a net loss of $14.53 million on
$32.85 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $33.01 million on
$42.53 million of total interest income for the same period during
the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.12 billion in total assets, $1.04 billion in total liabilities,
and $78.04 million in total stockholders' equity.


FOREST GATE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Forest Gate, Inc.
        43 Baybrook Lane
        Oak Brook, IL 60523

Bankruptcy Case No.: 12-04264

Chapter 11 Petition Date: February 8, 2012

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: A. Benjamin Goldgar

Debtor's Counsel: Michael J. Davis, Esq.
                  SPRINGER, BROWN, COVEY, GAETNER & DAVIS, L.L.C.
                  400 S. County Farm Road, Suite 330
                  Wheaton, IL 60187
                  Tel: (630) 510-0000
                  Fax: (630) 510-0004
                  E-mail: mdavis@springerbrown.com

Scheduled Assets: $2,605,500

Scheduled Liabilities: $1,375,093

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ilnb12-04264.pdf

The petition was signed by Daniel P. Callaghan, president.


GAMETECH INT'L: Charles Jobson Discloses 8.9% Equity Stake
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Charles Jobson disclosed that, as of Dec. 31,
2011, he beneficially owns 1,061,488 shares of common stock of
Gametech International, Inc., representing 8.94% of the shares
outstanding.  Delta Partners LLC beneficially owns 505,125 common
stock.  A full-text copy of the amended filing is available for
free at http://is.gd/yNxGrB

                    About GameTech International

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

The Company reported a net loss of $6.36 million on $30.86 million
of net revenues for the 52 weeks ended Oct. 30, 2011, compared
with a net loss of $20.35 on $35.17 million of net revenues for
the 52 weeks ended Oct. 31, 2010.

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

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


GETTY PETROLEUM: Can Employ Greenberg Traurig as Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has granted Getty Petroleum Marketing Inc., et al., permission to
employ Greenberg Traurig, LLP, as their counsel, nunc pro tunc to
the Petition Date.

As reported in the TCR on Jan. 25, 2012, Greenberg Traurig has
represented the Debtors in negotiations and litigation with Getty
Realty Corp., including the state court litigation that
immediately preceded the Petition Date.  Furthermore, over the
last several months, the firm has provided counsel to Getty
Petroleum in connection with ongoing negotiations with Lukoil
Americas Corporation.

The principal attorneys and paralegals proposed to represent the
Debtors in the bankruptcy case and their current hourly rates are:

              Loring I. Fenton           $815
              John H. Bae                $955
              Daniel R. Milstein         $560
              Hal N. Beerman             $445
              Kaitlin R. Walsh           $580
              Michael J. Schrader        $480
              Burke A. Dunphy            $480
              Edward Clarkson            $225
              Paul T. Martin             $425
              Doreen M. Cusumano         $310
              Michael Jackson            $265
              Jennifer Askling           $190

The Debtors agree to reimburse Greenberg Traurig for its expenses.

Greenberg Traurig received a retainer and an advance payment
against expenses for all services to be performed, including in
preparation for and with respect to the prosecution of these
Chapter 11 cases.  As of the Petition Date, the amount of the
retainer was approximately $748,109.  Greenberg Traurig intends to
apply the remainder of the retainer to expenses incurred and
services performed by it after the Petition Date.

To the best of the Debtors' knowledge, Greenberg Traurig is a
"disinterested person" within the meaning of section 101(14) of
the Bankruptcy Code.

                       About Getty Petroleum

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

Getty Petroleum and three affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case Nos. 11-15606 to 11-15609) on
Dec. 5, 2011.  Judge Shelley C. Chapman presides over the case.
Loring I. Fenton, Esq., John H. Bae, Esq., Kaitlin R. Walsh, Esq.,
and Michael J. Schrader, Esq., at Greenberg Traurig, LLP, in New
York, N.Y., serve as Debtors' counsel.  Ross, Rosenthal & Company,
LLP, serves as accountants for the Debtors.  Getty Petroleum
Marketing, Inc., disclosed $46,592,263 in assets and $316,829,444
in liabilities as of the Petition Date.  The petition was signed
by Bjorn Q. Aaserod, chief executive officer and chairman of the
board.

The Official Committee of Unsecured Creditors is represented by
Wilmer Cutler Pickering Hale and Dorr LLP.  Alvarez & Marsal North
America, LLC, serves as the Committee's financial advisors.


GETTY PETROLEUM: Committee Has OK for A&M as Financial Advisors
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has granted the Official Committee of Unsecured Creditors
appointed in the Chapter 11 cases of Getty Petroleum Marketing
Inc., et al., permission to retain the consulting firm Alvarez &
Marsal North America, LLC, as its financial advisors, effective as
of Jan. 3, 2012.

To the extent accrued during their retention, A&M will receive
$75,000 per month during the pendency of these proceedings and a
back end fee equal to 1.0% of the aggregate amount of all
litigation recoveries by or on behalf of the Debtors or their
estates that inure to the benefit the holders of unsecured claims;
provided that the sum of the monthly fees and the back end fee
will not exceed $2 million dollars (unless the case exceeds 24
months, in which case said cap will not apply), plus reimbursement
of actual and necessary expenses incurred by A&M.

All fees will be paid pursuant to procedures for interim
compensation and reimbursement of expenses of professionals
approved by the Bankruptcy Court on Dec. 23, 2011.

As reported in the TCR on Feb. 9, 2012, Alvarez & Marsal will,
among others:

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

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

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

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

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

                       About Getty Petroleum

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

Getty Petroleum and three affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case Nos. 11-15606 to 11-15609) on
Dec. 5, 2011.  Judge Shelley C. Chapman presides over the case.
Loring I. Fenton, Esq., John H. Bae, Esq., Kaitlin R. Walsh, Esq.,
and Michael J. Schrader, Esq., at Greenberg Traurig, LLP, in New
York, N.Y., serve as Debtors' counsel.  Ross, Rosenthal & Company,
LLP, serves as accountants for the Debtors.  Getty Petroleum
Marketing, Inc., disclosed $46,592,263 in assets and $316,829,444
in liabilities as of the Petition Date.  The petition was signed
by Bjorn Q. Aaserod, chief executive officer and chairman of the
board.

The Official Committee of Unsecured Creditors is represented by
Wilmer Cutler Pickering Hale and Dorr LLP.  Alvarez & Marsal North
America, LLC, serves as the Committee's financial advisors.


GETTY PETROLEUM: Committee Retains Wilmer Cutler as Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has granted the Official Committee of Unsecured Creditors of Getty
Petroleum Marketing Inc., et al., permission to retain Wilmer
Cutler Pickering Hale and Dorr LLP as the Debtors' counsel, nunc
pro tunc as of Dec. 20, 2011.

As reported in the TCR on Jan. 25, 2012, the standard hourly rates
of the attorneys and paraprofessionals presently designated to
represent the Committee generally range from $675 to $1,250 for
partners; $675 to $835 for most counsel; $395 to $695 for
associates; and $195 to $455 for most categories of litigation
support, research and other paraprofessionals.

The firm will seek reimbursement of out-of-pocket expenses.

The Committee believes that Wilmer Cutler is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                       About Getty Petroleum

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

Getty Petroleum and three affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case Nos. 11-15606 to 11-15609) on
Dec. 5, 2011.  Judge Shelley C. Chapman presides over the case.
Loring I. Fenton, Esq., John H. Bae, Esq., Kaitlin R. Walsh, Esq.,
and Michael J. Schrader, Esq., at Greenberg Traurig, LLP, in New
York, N.Y., serve as Debtors' counsel.  Ross, Rosenthal & Company,
LLP, serves as accountants for the Debtors.  Getty Petroleum
Marketing, Inc., disclosed $46,592,263 in assets and $316,829,444
in liabilities as of the Petition Date.  The petition was signed
by Bjorn Q. Aaserod, chief executive officer and chairman of the
board.

The Official Committee of Unsecured Creditors is represented by
Wilmer Cutler Pickering Hale and Dorr LLP.  Alvarez & Marsal North
America, LLC, serves as the Committee's financial advisors.


GETTY PETROLEUM: Taps Ross Rosenthal & Company as Accountants
-------------------------------------------------------------
Getty Petroleum Marketing, Inc., et al., ask the U.S. Bankruptcy
Court for the Southern District of New York permission to retain
Ross, Rosenthal & Company, LLP, as accountants for the Debtors,
nunc pro tunc to Jan. 12, 2012.

As the Debtors' accountants, RRC will, among others:

  (a) assist in the preparation of the monthly operating reports;

  (b) assist in the preparation of the schedule of assets and
      liabilities and statement of financial affairs;

  (c) assist with other bankruptcy accounting issues, as
      necessary, including advising the Debtors with respect to
      the preparation of a plan of reorganization and related
      disclosure statement; and

  (d) provide any additional services necessary in connection
      with the accounting advice rendered.

RRC's current hourly rates are:

                 Partner              $400
                 Manager              $200
                 Senior Associate     $150

Jack Gutierrez, a principal of RRC, attests that RRC (a) is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code, as modified by Section 1107(b), as required
by Section 327(a), and does not hold or represent any interest
adverse to the Debtors' estates, and (b) has no connection to the
Debtors, its creditors or other parties in interest in the
Debtors' Chapter 11 cases.

                       About Getty Petroleum

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

Getty Petroleum and three affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case Nos. 11-15606 to 11-15609) on
Dec. 5, 2011.  Judge Shelley C. Chapman presides over the case.
Loring I. Fenton, Esq., John H. Bae, Esq., Kaitlin R. Walsh, Esq.,
and Michael J. Schrader, Esq., at Greenberg Traurig, LLP, in New
York, N.Y., serve as Debtors' counsel.  Ross, Rosenthal & Company,
LLP, serves as accountants for the Debtors.  Getty Petroleum
Marketing, Inc., disclosed $46,592,263 in assets and $316,829,444
in liabilities as of the Petition Date.  The petition was signed
by Bjorn Q. Aaserod, chief executive officer and chairman of the
board.

The Official Committee of Unsecured Creditors is represented by
Wilmer Cutler Pickering Hale and Dorr LLP.  Alvarez & Marsal North
America, LLC, serves as the Committee's financial advisors.


GETTY PETROLEUM: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Getty Petroleum Marketing, Inc., et al., filed with the U.S.
Bankruptcy Court for the Southern District of New York their
schedules of assets and liabilities, disclosing:

A. Getty Petroleum Marketing, Inc.

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $2,532,900
  B. Personal Property           $44,059,363
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                  $150,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $46,334
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $316,633,110
                                 -----------     ------------
        TOTAL                    $46,592,263     $316,829,444

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

        http://bankrupt.com/misc/gettypetroleum.doc170.pdf

B. Gasway Inc.

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $8,579,796
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $877,122
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $19,513
                                 -----------      -----------
        TOTAL                     $8,579,796         $896,635

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

          http://bankrupt.com/misc/gaswayinc.doc169.pdf

C. Getty Terminals Corp.

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property              $542,838
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                   $30,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $1,920
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $548,960
                                 -----------      -----------
        TOTAL                       $542,838         $580,880

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

        http://bankrupt.com/misc/gettyterminals.doc167.pdf

D. PT Petro Corp.

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property                    $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $2,000
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                            $4,038
                                 -----------      -----------
        TOTAL                             $0           $6,038

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

           http://bankrupt.com/misc/ptpetro.doc168.pdf

                       About Getty Petroleum

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

Getty Petroleum and three affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case Nos. 11-15606 to 11-15609) on
Dec. 5, 2011.  Judge Shelley C. Chapman presides over the case.
Loring I. Fenton, Esq., John H. Bae, Esq., Kaitlin R. Walsh, Esq.,
and Michael J. Schrader, Esq., at Greenberg Traurig, LLP, in New
York, N.Y., serve as Debtors' counsel.  Ross, Rosenthal & Company,
LLP, serves as accountants for the Debtors.  Getty Petroleum
Marketing, Inc., disclosed $46,592,263 in assets and $316,829,444
in liabilities as of the Petition Date.  The petition was signed
by Bjorn Q. Aaserod, chief executive officer and chairman of the
board.

The Official Committee of Unsecured Creditors is represented by
Wilmer Cutler Pickering Hale and Dorr LLP.  Alvarez & Marsal North
America, LLC, serves as the Committee's financial advisors.


GIBRALTAR KENTUCKY: Files for Chapter 11 in West Palm Beach
-----------------------------------------------------------
Gibraltar Kentucky Development, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Fla. Case No. 12-13289) on Feb. 10, 2012, in
West Palm Beach, Florida.

Palm Beach Gardens-based Gibraltar Kentucky estimated up to $500
million in assets and just under $10 million in liabilities.
It says that it is not a small business debtor under 11 U.S.C.
Sec. 101(51D).

Documents attached to the petition indicate that McCaugh Energy
LLC owns 42.15% of the "fee simple" securities.

According to the Web site http://www.gibraltarenergygroup.com/
Gibraltar Kentucky is part of the Gibraltar Energy Group.  The
various companies of the group are involved with the drilling,
development and production of oil and gas, as well as, the sale of
coal and timber.  Offices are in Michigan and Florida and
investments are in Michigan and Kentucky.


GLENN MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Glenn Management Company
        1701 N. Hampton, Suite A
        DeSoto, TX 75115

Bankruptcy Case No.: 12-30890

Chapter 11 Petition Date: February 8, 2012

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

Judge: Harlin DeWayne Hale

Debtor's Counsel: Marilyn D. Garner, Esq.
                  LAW OFFICES OF MARILYN D. GARNER
                  2007 E. Lamar Boulevard, Suite 200
                  Arlington, TX 76006
                  Tel: (817) 588-3075
                  Fax: (817) 462-4075
                  E-mail: mgarner@marilyndgarner.net

Scheduled Assets: $6,919,438

Scheduled Liabilities: $5,016,636

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/txnb12-30890.pdf

The petition was signed by Belinda May, president.


GMX RESOURCES: BlackRock Discloses 6.4% Equity Stake
----------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, BlackRock, Inc., disclosed that, as of Dec. 30, 2011,
it beneficially owns 3,881,672 shares of common stock of GMX
Resources Inc. representing 6.42% of the shares outstanding.  A
full-text copy of the filing is available at http://is.gd/lCT2cq

                       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."


HAWKER BEECHCRAFT: Bank Debt Trades at 23% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 76.75 cents-on-
the-dollar during the week ended Friday, Feb. 10, 2012, a drop of
1.22 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 200 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 26, 2014, and
carries Moody's Caa2 rating and Standard & Poor's CCC rating.  The
loan is one of the biggest gainers and losers among 166 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                      About Hawker Beechcraft

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

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

                           *     *     *

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

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

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


HEALTH CARE: Fitch Affirms 'BB+' Rating on $1-Bil. Pref. Stock
--------------------------------------------------------------
Fitch Ratings has affirmed the credit ratings of Health Care REIT,
Inc. (NYSE: HCN) as follows:

  -- Issuer Default Rating (IDR) at 'BBB';
  -- $2 billion senior unsecured credit facility at 'BBB';
  -- $3.6 billion senior unsecured notes at 'BBB';
  -- $864.9 million senior unsecured convertible notes at 'BBB';
  -- $1 billion preferred stock at 'BB+'.

The Rating Outlook is Stable.

The affirmations reflect HCN's broad healthcare real estate
platform that contributes towards a fixed-charge coverage ratio
that is consistent with the rating, as well as leverage that is
appropriate for a 'BBB' rated healthcare real estate investment
trust (REIT) when normalizing earnings from recent acquisitions.
HCN also has good access to capital and a solid liquidity
position, including contingent liquidity from unencumbered assets.
Credit concerns include operational volatility associated with the
company's RIDEA-related investments, regulatory risks affecting
the healthcare REIT sector, and modest operator concentration
related to Genesis HealthCare.

HCN's portfolio has limited lease rollover risk and structural
protections in terms of management agreements, both of which Fitch
views favorably.  HCN primarily enters into long-term triple net
leases with experienced operators of seniors housing and
healthcare facilities via master leases or cross-collateralization
arrangements, which minimizes the ability of operators to
selectively renew management agreements for higher performance
assets.  In addition, HCN's well-laddered lease expiration
schedule limits lease rollover risk, as fewer than 7% of HCN's
leases expire annually.

Fixed-charge coverage is appropriate for the 'BBB' rating.  For
the trailing 12 months (TTM) ended Sept. 30, 2011, fixed charge
coverage (recurring operating EBITDA including Fitch's estimate of
recurring cash distributions from unconsolidated entities less
recurring capital expenditures and straight line rent adjustments
divided by total interest incurred and preferred dividends) was
2.2 times (x), down from 2.6x in 2010 and 3.1x in 2009.
Significant debt issuances prior to acquisitions during 2011 had a
negative impact on coverage.  Fitch anticipates that coverage will
increase to the mid-to-high 2.0x range through 2013, driven
principally by solid projected operating fundamentals.  In a more
adverse case than anticipated by Fitch, coverage could decline to
2.1x in 2013, which is more commensurate with a 'BBB-' rating for
a healthcare REIT.

Leverage is appropriate for the 'BBB' rating. Net debt as of Sept.
30, 2011 to third quarter 2011 (3Q'11) annualized recurring
operating EBITDA was 6.5x.  However, pro forma for earnings from
$570 million of 3Q'11 acquisitions and the issuance of $632.5
million of equity subsequent to Sept. 30, 2011, leverage is
expected to stabilize in the mid 5.0x range. In a more adverse
case than currently anticipated by Fitch, leverage could rise
above 8.0x over the next 12-to-24 months, which would be
consistent with a rating lower than 'BBB'.

HCN exhibits strong access to capital, having raised $4.3 billion
of total debt and equity in 2011 to fund acquisition and
development.  The company's liquidity is strong with total sources
of liquidity (unrestricted cash, unsecured revolving credit
facility availability and projected retained cash flows from
operating activities after dividends) divided by uses of liquidity
(debt maturities, projected recurring capital expenditures and
projected development expenditures) of 1.5x for Oct. 1, 2011 to
Dec. 31, 2013.  Liquidity coverage would improve to 2.0x if 80% of
secured debt is refinanced.

The company also benefits from a well-laddered maturity schedule.
Through 2013 the company has only 12.1% of total debt maturing,
and no more than 14% of total debt maturing in any given year
through 2017.

HCN also has good contingent liquidity due to the presence of a
large unencumbered property pool.  Unencumbered assets
(unencumbered annualized 3Q'11 net operating income [NOI] divided
by a stressed 9% cap rate) to unsecured debt centered on 2.0x,
which is appropriate for the 'BBB' rating.

The portfolio exhibits the potential for increased cash flow
volatility from recent acquisitions in RIDEA operating
partnerships, which represent 13.4% of total annualized 3Q'11 NOI.
Separately, the Centers for Medicare and Medicaid Services (CMS)
announced in July 2011 that it is reducing Medicare skilled-
nursing facility (SNF) Prospective Payment System (PPS) payments
in fiscal 2012 by $3.87 billion or 11.1% relative to fiscal 2011.
While HCN's tenants exhibit adequate rent coverage of 1.96x for
the overall triple-net portfolio and 2.28x for the SNF portfolio,
reductions in SNF PPS will likely result in moderate declines in
cash flow coverage.  This change in reimbursement is indicative of
the overall regulatory risk that the healthcare REIT sector will
continue to endure, especially given government budget issues.

HCN's portfolio exhibits moderate tenant concentration resulting
from the 2011 acquisition of certain assets of Genesis HealthCare.
As of Sept. 30, 2011, Genesis was the largest tenant, representing
18.5% of invested capital. The next largest tenant is Benchmark
Senior Living at 6.7% of invested capital.  The large
concentration exposes HCN to increased individual tenant credit
risk.  However, this is mitigated by the high occupancy of the
Genesis portfolio, the concentration in the well-performing
Northeast and mid-Atlantic markets, and the attractive master-
lease structure.

The Stable Rating Outlook centers on HCN's solid normalized credit
metrics, laddered debt maturity schedule and strong liquidity
position.  The Outlook also takes into account Fitch's view that
assets within the senior healthcare sector will continue to
benefit from solid fundamentals, positive demographic trends, and
limited new supply.

The two-notch differential between HCN's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with an IDR of 'BBB'.  Based on Fitch research titled 'Treatment
and Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis' these preferred securities are deeply subordinated and
have loss absorption elements that would likely result in poor
recoveries in the event of a corporate default.

The following factors may result in positive momentum in the
ratings and Rating Outlook:

  -- Fixed-charge coverage sustaining above 3.0x (for the TTM
     ended Sept. 30, 2011, fixed charge coverage was 2.2x but is
     expected to improve pro forma for recent acquisitions and the
     4Q'11 equity offering);

  -- Leverage sustaining below 5.0x (as of Sept. 30, 2011,
     leverage was 6.5x but is expected to improve pro forma for
     recent acquisitions and the 4Q'11 equity offering);

  -- Unencumbered assets-to-unsecured debt sustaining above 3.0x
     (unencumbered annualized 3Q'11 NOI divided by a stressed 9%
     cap rate to unsecured debt was 2.0x as of Sept. 30, 2011).

The following factors may result in negative momentum on the
ratings and Rating Outlook:

  -- Fixed-charge coverage sustaining below 2.5x;
  -- Leverage sustaining above 6.0x;
  -- Deteriorating tenant/operator cash flow coverage of rent;
  -- Unencumbered assets-to-unsecured debt sustaining below 2.0x;
  -- A base case liquidity coverage ratio sustaining below 1.0x.


HEATH GLOBAL: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Heath Global, Inc.
        c/o Adam Perzow
        600 Washington Street, Apartment 208
        New York, NY 10014

Bankruptcy Case No.: 12-10511

Chapter 11 Petition Date: February 8, 2012

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

Debtor's Counsel: Michael D. Siegel, Esq.
                  SIEGEL & SIEGEL, P.C.
                  One Penn Plaza, Suite 2414
                  New York, NY 10119
                  Tel: (212) 721-5300
                  Fax: (212) 947-9967
                  E-mail: sieglaw@optonline.net

Scheduled Assets: $2,000,000

Scheduled Liabilities: $1,929,375

The petition was signed by Adam Perzow, president.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Jim Magner                         Trade Debt           $1,929,375


HERCULES OFFSHORE: Incurs $21.4 Million Net Loss in 4th Quarter
---------------------------------------------------------------
Hercules Offshore, Inc., reported a net loss of $21.48 million on
$162.78 million of revenue for the three months ended Dec. 31,
2011, compared with a net loss of $84.59 million on
$164.76 million of revenue for the same period during the prior
year.

The Company reported a net loss of $76.12 million on
$655.35 million of revenue for the twelve months ended Dec. 31,
2011, compared with a net loss of $134.59 million on
$624.82 million of revenue during the prior year.

Hercules Offshore's balance sheet at Dec. 31, 2011, showed
$2 billion in total assets, $1.09 billion in total liabilities,
and $908.55 million stockholders' equity.

"Our fourth quarter results were impacted by downtime on several
of our international rigs as they completed projects and prepare
for their new contract work.  We expect this contract preparation
work will continue into the second quarter 2012, before the rigs
recommence operations on their new long term contracts in the
second half of 2012."

"In our Domestic Offshore segment, we continue to see solid demand
for jackup rigs in the U.S. Gulf of Mexico in 2012, driven by the
shift to liquids-rich drilling by operators and robust crude oil
prices.  Industry capacity is at near full utilization, and our
domestic jackup fleet is largely contracted through mid-year 2012.
Given the tightness in our rig availability, coupled with the
increase in leading edge dayrates, the economics of rig
reactivations are becoming increasingly attractive."

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

                        http://is.gd/31UGtZ

                      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 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.

As reported by the TCR on Jan. 23, 2012, Standard & Poor's Ratings
Services revised its outlook on Houston-based Hercules Offshore
Inc. to stable from negative and affirmed its 'B-' corporate
credit rating on the company.  "The rating on the company's senior
secured credit facility remains 'B-' (the same as the corporate
credit rating on the company) with a recovery rating of '3',
indicating our expectation of a meaningful (50% to 70%) recovery
in the event of payment default," S&P said.

"Our ratings on Hercules reflect its participation in the highly
volatile and competitive shallow-water drilling and marine
services segments of the oil and gas industry. The ratings also
incorporate our expectation that day rates and utilization for the
company's jack-up rigs in the U.S. Gulf of Mexico will remain
robust throughout 2012. Moreover, we expect the company's domestic
offshore operations will provide the majority of EBITDA generation
in 2012, since its international offshore segment will perform
more weakly compared with 2011 due to lower contract renewal day
rates reflecting current market conditions. The ratings also
incorporate the company's geographic and product diversification
(provided by the its liftboat segments) and adequate liquidity, as
well as the risks associated with the Securities and Exchange
Commission's investigation into possible violations of securities
law, including possible violations of the Foreign Corrupt
Practices Act. The company is also the subject of a review by the
U.S. Department of Justice (DOJ)," S&P said.


HOLIDAY TOURS: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Holiday Tours, Inc.
        1625 Williams Drive, Ste. 208
        Marietta, GA 30066-6283

Bankruptcy Case No.: 12-52660

Chapter 11 Petition Date: February 3, 2012

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: C. Ray Mullins

Debtor's Counsel: Brian S. Limbocker, Esq.
                  LIMBOCKER LAW FIRM, LLC
                  Suite 500
                  3330 Cumberland Blvd.
                  Atlanta, GA 30339
                  Tel: (770) 933-6267
                  Fax: (678) 412-4152
                  E-mail: bsl@limbockerlawfirm.com

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

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

A list of the Company's 13 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ganb12-52660.pdf

The petition was signed by Betty Joyce Neal, owner.


HOSTESS BRANDS: Bimbo Opposes Exit From Multiemployer Plans
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Bimbo Bakeries USA Inc. is opposing efforts by
Hostess Brands Inc. to end participation in 24 multiemployer union
pension plans.

The report relates that the U.S. subsidiary of Mexican baker Grupo
Bimbo SAB de CV argues that the maker of Wonder Bread is trying to
"foist" on Bimbo and other bakers the "very same liability that
they complain was unfairly imposed upon them and precludes their
ability to survive."

According to the report, Bimbo said it acquired bakers in distress
without ending union contracts or pensions.  Bimbo argued in its
court filing that Congress didn't intend for bankrupt companies to
use the termination of participation in multi-employer pension
plans "offensively against their competitors."

The bankruptcy court scheduled a trial on March 5 on Hostess'
plans to end existing collective bargaining agreements with the
Teamsters and bakery workers' unions.

                       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.

The bankruptcy judge on Feb. 3 gave Hostess Brands final authority
for $75 million in secured financing.  The day following the Jan.
11 Chapter 11 filing, Hostess had secured interim approval for a
$35 million loan.


HOSTESS BRANDS: Seeks to Tie Down CEO Driscoll With Contract
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hostess Brands Inc. is asking the bankruptcy court to
approve an employment agreement with Chief Executive Officer
Brian J. Driscoll so he won't be hired away by a competitor.
Mr. Driscoll was president of sales for Kraft Foods Inc. before
coming to Hostess in June 2010. He is the architect of the
turnaround plan the company is implementing through Chapter 11,
according to court papers.  The employment contract with Hostess
gives Mr. Driscoll a $1.5 million annual base salary and offers a
$2 million bonus covering three years ending May 2013.  A hearing
is scheduled for Feb. 21.

At the same Feb. 21 hearing, Hostess wants the bankruptcy judge to
stop lawsuits against employees, because the company is self-
insured for the first $1 million to $1.5 million in claims.  The
suits affect the bankruptcy because the company is obligated to
indemnify workers.

                       Teamsters Oppose

Ken Hall, Teamsters Union International Vice President, issued a
statement in response to Hostess Brands Inc.'s recent bankruptcy
court application to fund the salary of the company's CEO in
direct contrast to the major cuts the company wants imposed upon
its unionized workforce:

"We struggle to understand how Hostess' management team, its board
and its advisers think that filing this motion to guarantee CEO
Brian Driscoll's employment conditions, at a time when Hostess is
seeking to dramatically modify the working conditions of its
employees, is a good idea.

"Prior to the bankruptcy filing, the Teamsters Union engaged in
months of good-faith negotiations in an effort to work toward a
fair and equitable resolution.  This occurred despite the fact
that the company had unilaterally stopped contributions to
employee pensions in August 2011.  We have also been extremely
clear that shared sacrifice will be required by all parties,
including management, employees, owners, and lenders.

"We remain committed to finding a solution but, with the company
seeking to reject the labor agreements and filing this motion for
CEO Driscoll, we question the company's commitment to reaching an
agreement that its employees would ratify.

"We oppose any employment contract that does not follow the
principles of shared sacrifice or have the proper incentives for a
successful restructuring.  Equally importantly, the timing of any
such consideration must be in line with the priorities of the
bankruptcy process.  To that end, the motion filed on behalf of
CEO Driscoll should not be considered until the 1113 process is
completed and the Teamsters and other key stakeholders can
properly evaluate the future of Hostess."

Founded in 1903, the Teamsters Union -- http://www.teamster.org/
-- represents 1.4 million hardworking men and women throughout the
United States, Canada and Puerto Rico, including more than 7,500
route sales representatives, drivers and other employees at
Hostess.

                       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.


IBI CORP: Gets Conditional Approval for Listing and Trading
-----------------------------------------------------------
IBI Corp. has received conditional approval on Feb. 3, 2012 for
listing and trading of its common shares on the Canadian National
Stock Exchange.   In addition, the TSX Venture Exchange has
advised IBI that, with effect from the opening on Friday, Feb. 10,
2012, IBI's common shares are suspended from trading on the TSX
Venture Exchange.

The listing on the CNSX is conditional on and subject to the
following:

* Submission of an expanded technical report on the Mubende
uranium property in Uganda;

* Closing of proposed financing;

* Holding of IBI Annual Shareholder Meetings for 2009 and 2010;

* Completion of any remaining CNSX listing documentation.

The Company will be providing updates imminently on the status of
these outstanding conditions.

The common shares of IBI had been halted on the TSX Venture
Exchange since March 2011 pending clarification of the Company's
affairs in respect of failure to meet certain exchange
requirements such as the timing of annual meetings, which occurred
as a result of a temporary shortage of cash to finance the
meetings.

Based on a conference with the Exchange on August 12, 2011, the
Exchange agreed that it would support a voluntary delisting of the
Company's common shares and allow IBI to seek a listing on an
alternative exchange.  Following investigation and review of
alternative trading venues by IBI in both Canada and the United
States, on Sept. 29, 2011, the Exchange approved the prospective
IBI application to CNSX as an acceptable alternative for the
benefit of IBI shareholders.

During the period from October to December the Company prepared
the extensive package of listing application documents for CNSX,
which were submitted and received by CNSX on Jan. 3, 2012.
Following review and clarification of questions, IBI was
conditionally approved by the CNSX Listing Committee.

Headquartered in Port Perry, Canada, IBI Corporation --
http://www.ibinvest.com/-- engages in the acquisition,
exploration, and development of mining properties in Tanzania and
Uganda. It primarily explores for uranium and gold deposits.


INDYMAC BANCORP: Former CEO Settles Bankruptcy Lawsuit for $20MM
----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the bankruptcy
trustee overseeing the liquidation of IndyMac Bancorp Inc. has
settled a lawsuit with former Chief Executive Michael Perry for
$20 million that accused him of mismanaging the company and
contributing to its collapse.

                       About Indymac Bancorp

Based in Pasadena, California, IndyMac Bancorp Inc. (NYSE:IMB) --
http://www.indymacbank.com/-- is the holding company for IndyMac
Bank FSB, a hybrid thrift/mortgage bank that originated mortgages
in all 50 states of the United States.  Through its hybrid thrift-
mortgage bank business model, IndyMac designed, manufactured, and
distributing cost-efficient financing for the acquisition,
development, and improvement of single-family homes.  IndyMac also
provided financing secured by single-family homes to facilitate
consumers' personal financial goals and strategically invests in
single-family mortgage-related assets.

On July 11, 2008, the Office of Thrift Supervision closed IndyMac
Bank and appointed FDIC as the bank's receiver.  Thacher Proffitt
& Wood LLP was engaged as counsel to the FDIC.

Indymac Bancorp filed for Chapter 7 bankruptcy protection on
July 31, 2008 (Bankr. C.D.Calif., Case No. 08-21752).
Representing the Debtor are Dean G. Rallis, Jr., Esq., and John C.
Weitnauer, Esq.  Bloomberg noted that Indymac had about
$32.01 billion in assets as of July 11, 2008.  In court documents,
IndyMac disclosed estimated assets of $50 million to $100 million
and estimated debts of $100 million to $500 million.


ISAACSON STRUCTURAL: Heico Backs Out of Sale Agreement
------------------------------------------------------
Bob Sanders at New Hampshire Business Review reports that Heico, a
potential buyer of Isaacson Structural Steel, has backed out and
the company is scheduled to be auctioned on Feb. 29, 2012.

The report notes Heico, a construction and manufacturing
conglomerate with 35 companies -- including a metal fabrication
company that's very similar to Isaacson -- was to serve as
stalking horse bidder to acquire the company as a going concern.
The report relates it was never definite whether the deal would go
through. There were some objections to the stalking horse tactic.
The committee representing unsecured creditors objected to the
motion, saying that there weren't enough details in the filing --
such as the price offered by Heico -- for them to agree to it.  In
any case, Heico backed out last week Tuesday, and nobody involved
with negotiation could give a good reason why that happened.

According to the report, William Gannon, an attorney for Isaacson,
said that there were discussions under way with a number of
buyers.  The report says a buyer from New England planned to
continue operations in Berlin, New Hampshire, though perhaps at a
lesser level than it currently operates.

According to the report, citing a draft schedule, which still has
to be filed and approved by the bankruptcy court, nonbinding
"indications of interest" must be sent by Feb. 13, 2012, and
actual bids must be sent in by Feb. 22, 2012.

The report also relates Isaacson's major contract with Turner
Construction to build and erect steel for a 26-story building in
Boston is winding down, and Turner has filed a "winding down"
budget with the bankruptcy court.

                  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.

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.


JAMES RIVER: Steelhead Partners Owns 8.5% of Common Shares
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Steelhead Partners, LLC, and its affiliates
disclosed that, as of Dec. 31, 2011, they beneficially own
3,023,700 shares of common stock James River Coal Company
representing 8.5% of the shares outstanding.  As previously
reported by the TCR on Oct. 11, 2011, Steelhead disclosed
beneficial ownership of 3,555,000 shares.  A full-text copy of the
amended filing is available at http://is.gd/sInOmX

                         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."


J.C. DUKE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: J.C. Duke & Associates General Contractors, Inc.
        1716 Industrial Park Drive
        Mobile, AL 36693

Bankruptcy Case No.: 12-00391

Chapter 11 Petition Date: February 3, 2012

Court: United States Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: Irvin Grodsky, Esq.
                  IRVIN GRODSKY, P.C.
                  P.O. Box 3123
                  Mobile, AL 36652-3123
                  Tel: (251) 433-3657
                  E-mail: igpc@irvingrodskypc.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/alsb12-00391.pdf

The petition was signed by James C. Duke, president and secretary.


JER/JAMESON: Has Until Feb. 20 to File Schedules and Statements
---------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware extended until Feb. 20, 2012, JER/Jameson
Mezz Borrower I, LLC, et al.'s time to file their schedules of
assets and liabilities and statement of financial affairs.

                         About JER/Jameson

Founded in 1987, Jameson is a chain of 103 small, budget hotels
operating under the Jameson brand in the Southeast and Midwest.
The Jameson properties are operated under the names Jameson Inn
and Signature Inn.  The hotels are based in Smyrna, Georgia.

The chain was taken private in a 2006 buyout by JER Partners, a
unit of real-estate investor J.E. Robert Cos.  JER then put
$330 million of debt on the chain to finance the buyout.  At the
top of the list is a $175 million mortgage loan with Wells Fargo
Bank NA serving as special servicer.  There are four tranches of
mezzanine loans, each for $40 million.  The collateral for each of
the Mezz Loans is the equity interest in the entity or entities
immediately below the borrower of each Mezz Loan.  All of the
mezzanine loans matured in August.

JER/Jameson NC Properties LP and JER/Jameson Properties LLC are
borrowers under the loan with Wells Fargo.  The mortgage loan is
secured by mortgages on hotel properties.  The first set of
foreclosure sales were set for Nov. 1, 2011.  The Mortgage
Borrowers have not sought bankruptcy protection.

Colony Capital affiliates, CDCF JIH Funding LLC and ColFin JIH
Funding LLC, hold the first and second mezzanine loans.  The First
Mezz Loan is secured by a pledge of JER/Jameson Mezz Borrower I
LLC's 100% interest in the Mortgage Borrowers.

Prior to the maturity default, the Colony JIH Lenders purchased
the Second Mezz Loan from a previous holder.  The Second Mezz Loan
is secured by a pledge of JER/Jameson Mezz Borrower II's 100%
membership interest in the First Mezz Borrower.

Gramercy Warehouse Funding I LLC and Gramercy Loan Services LLC
hold a controlling participation interest in the Third Mezz and
Fourth Mezz Loans.  JER Investors Trust Inc. holds the remaining
participation interests in the Third Mezz and Fourth Mezz Loans.
JER/Jameson Holdco LLC, an affiliate of the Mortgage Borrowers,
owns the 100% equity interest in the Fourth Mezz Borrower.
Gramercy took over its mezzanine borrower in August.

JER/Jameson Mezz Borrower II LLC filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-13338) on Oct. 18, 2011, to prevent
foreclosure by Colony.  The Chapter 11 filing had the effect of
preventing Colony from wiping out Gramercy's interest.

Seven days later, JER/Jameson Mezz Borrower I LLC filed for
bankruptcy (Bankr. D. Del. Case No. 11-13392) on Oct. 25, 2011.

Judge Mary F. Walrath presides over the case.  Laura Davis Jones,
Esq., at Pachulski Stang Ziehl & Jones LLP, serves as counsel to
both Debtors.  Epiq Bankruptcy Solutions, LLC, serves as its
noticing, claims and balloting agent, and Houlihan Lokey
Howard & Zukin Capital Inc. serves as its investment banker.

Each of the Debtors estimated $100 million to $500 million in
assets and $10 million to $50 million in debts.  The petitions
were signed by James L. Gregory, vice president.

Colony specializes in real estate and has roughly $34 billion of
assets under management.  Colony is represented in the case by
Pauline K. Morgan, Esq., John T. Dorsey, Esq., Margaret Whiteman
Greecher, Esq., and Patrick A. Jackson, Esq., at Young Conaway
Stargatt & Taylor LLP; and Lindsee P. Granfield, Esq., Sean A.
O'Neil, Esq., and Jane VanLare, Esq., at Cleary Gottlieb Steen &
Hamilton LLP.


JESCO CONSTRUCTION: U.S. Trustee Appoints 3-Member Creditors Panel
------------------------------------------------------------------
Henry G. Hobbs, the Acting United States Trustee for Region 5,
pursuant to 11 U.S.C. Section 1102, appointed three unsecured
creditors to serve on the Committee of Unsecured Creditors of
Jesco Construction Corp.:

       1. WALTER C. ERNEST, III, MARINE
          Walter C. Ernest, III
          2154 Venetia Road
          Mobile, AL 36605
          Tel: (251) 476-4470
          Fax: 251-476-2604
          E-mail: eccpile@aol.com

       2. R.E. HUBER CONSTRUCTION COMPANY
          R.E. Huber
          2023 U.S. Highway 68
          Maysville, KY 41056
          Tel: (606) 759-7747
          Fax: (606) 759-5309
          E-mail: huberconstruction@windstream.net

       3. THEODORE CONNER, III, D/B/A WAR-CON CONSTRUCTION
          R. Scott Wells
          Post Office Box 1925
          Biloxi, MS 39533
          Tel: (228) 374-2313
          Fax: (228) 875-5987
          E-mail: swells@rushing-guice.com

Headquartered in Wiggins, Mississippi, Jesco Construction Corp., a
Delaware Corporation, specializes in disaster response and was
part of the Hurricane Katrina cleanup.  It filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 12-50014) on Jan. 5, 2012.
Judge Katharine M. Samson presides over the case.  Attorneys at
the Law Offices of Craig M. Geno, PLLC, serve as counsel for the
Debtor.  In its schedules, the Debtor disclosed $100 million in
assets and $14,662,901 in liabilities.


JOBSON MEDICAL: Asks Court to OK Lowenstein Sandler as Counsel
--------------------------------------------------------------
Jobson Medical Information Holdings LLC and its debtor-affiliates
ask the Court for authority to employ Lowenstein Sandler PC as
counsel to the Debtors' effective as of the Petition Date.

The Lowenstein Sandler team is led by Sharon L. Levine, Esq., Paul
Kizel, Esq., and Tatiana Ingman, Esq.

Lowenstein's current hourly rates are:

          Members of the Firm           $435 - $895
          Senior Counsel                $390 - $660
          Counsel                       $350 - $630
          Associates                    $250 - $470
          Paralegals and Legal
             Assistants                 $145 - $245

Lowenstein was first retained to represent the Debtors in late
September 2011.  On Nov. 28, 2011, the Debtors' paid Lowenstein
$350,000 for services rendered and to be rendered in the future.
On Nov. 30, 2011, the Debtors paid Lowenstein another $100,000 as
an additional retainer for future services.  On Dec. 2, 2011, the
Debtors paid Lowenstein $60,000 as an additional retainer for
future services, and on Feb. 1, 2012, the Debtors paid Lowenstein
$425,000.

As of the Petition Date, Lowenstein is holding roughly $15,000 as
a retainer for future services and expenses.  In addition, on
Nov. 30, 2011, the Debtors remitted to Lowenstein the amount
necessary for payment of the filing fees ($17,782) associated with
the filing of the Debtors' chapter 11 cases.

Ms. Levine, Esq., a member of the firm, attests that the members,
counsel, and associates of Lowenstein do not have any connection
with the Debtors, their creditors, or any other party-in-interest,
or their attorneys, and Lowenstein is "disinterested" and does not
hold or represent an interest adverse to the Debtors' estates.

                       About Jobson Medical

Jobson Medical Information Holdings LLC, a health-care information
and service provider, filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 12-bk-10434) on Feb. 2, 2012, along with
16 affiliates.  JMIH estimated assets and debt of as much as $500
million each in its petition.

Closely held Jobson, based in New York, works with pharmacies,
clinics, government and employer groups as well as specialty
medical groups to deliver medical information.

Judge Sean H. Lane presides over the case.  Gordian Group LLC
serves as financial advisor and investment banker.  Kurtzman
Carson Consultants LLC serves as claims and noticing agent and as
administrative agent.  The petition was signed by Derek Winston,
chief financial officer.

General Electrical Capital Corporation, as administrative agent to
the prepetition lenders (as successor to Toronto Dominion (Texas)
LLC in such capacity), is represented by Michael C. Rupe, Esq.,
and Heath D. Rosenblat, Esq., at King & Spalding LLP.


JOBSON MEDICAL: Taps Kurtzman Carson as Admin. & Claims Agent
-------------------------------------------------------------
Jobson Medical Information Holdings LLC and its debtor-affiliates
won Bankruptcy Court permission to engage Kurtzman Carson
Consultants LLC as claims and noticing agent and as administrative
agent.

On Jan. 10, 2012, the Debtors commenced the solicitation of votes
on a prepackaged plan of reorganization.  On the Petition Date,
the Debtors filed with the Court, among other things, (i) the
Prepackaged Plan, (ii) a disclosure statement, (iii) a motion
requesting that the Court schedule a combined hearing on the
adequacy of the Disclosure Statement and confirmation of the
Prepackaged Plan and (iv) a motion requesting procedural
consolidation and joint administration of these Chapter 11 Cases
under the Jobson Medical Information Holdings LLC case number.
Pursuant to the Prepackaged Plan, all Holders of Allowed General
Unsecured Claims are contemplated to be paid in full in the
ordinary course of business.

Kurtzman Carson Consultants has certified that secured lenders and
holders of the Class A equity have approved the Plan.  The Debtors
solicited votes on the Plan in January.

The Debtors also noted that, although they have not yet filed
their schedules of assets and liabilities, they anticipate that
there will be an extensive list of entities to be noticed. In view
of the number of potential claimants, the Debtors submit that the
appointment of a claims and noticing agent is both necessary and
in the best interests of both the Debtors' estates and their
creditors.

Prior to the Petition Date, the Debtors paid KCC a $20,000
retainer, which KCC is holding and intends to apply toward its
final invoice for this engagement in accordance with the terms of
the Engagement Letter.

KCC's Albert Kass attests that the firm has represented that it
neither holds nor represents any interest adverse to the Debtors'
estates in connection with any matter on which it would be
employed and that it is a ?disinterested person,? as referenced in
Bankruptcy Code Sec. 327(a) and as defined in Bankruptcy Code Sec.
101(14), as modified by Bankruptcy Code Sec. 1107(b).

                       About Jobson Medical

Jobson Medical Information Holdings LLC, a health-care information
and service provider, filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 12-bk-10434) on Feb. 2, 2012, along with
16 affiliates.  JMIH estimated assets and debt of as much as $500
million each in its petition.

Closely held Jobson, based in New York, works with pharmacies,
clinics, government and employer groups as well as specialty
medical groups to deliver medical information.

Judge Sean H. Lane presides over the case.  Lawyers at Lowenstein
Sandler PC led by Sharon L. Levine, Esq., serve as the Debtors'
counsel.  Gordian Group LLC serves as financial advisor and
investment banker.  The petition was signed by Derek Winston,
chief financial officer.

General Electrical Capital Corporation, as administrative agent to
the prepetition lenders (as successor to Toronto Dominion (Texas)
LLC in such capacity), is represented by Michael C. Rupe, Esq.,
and Heath D. Rosenblat, Esq., at King & Spalding LLP.


JOBSON MEDICAL: Hiring Gordian Group as Investment Banker
---------------------------------------------------------
Jobson Medical Information Holdings LLC and its debtor-affiliates
ask the Bankruptcy Court for authority to employ Gordian Group LLC
to provide financial advisory and investment banking services
effective as of the Petition Date.

Gordian was founded in 1988 and is an investment banking firm with
deep expertise in financial restructurings, providing a broad
range of corporate financial advisory services.  Today, Gordian
has a nationwide practice, providing financial advisory services
to companies in distressed situations.

Gordian rendered prepetition services to the Debtors, making the
firm familiar to the Debtors' business operations, capital
structure, financing documents, and other material information.

Gordian's services include assisting the Debtors in raising new or
replacement capital or an investment (debt or equity) in the
Company, and in soliciting and evaluating proposals from potential
parties to financial transactions and with the negotiation,
structuring and implementation of a financial transaction,
including participation in negotiations with creditors, equity
holders and other parties involved in a financial transaction.

Gordian will be compensated according to this Fee Structure:

     a) Monthly fees of $25,000 per month;

     b) In connection with the consummation of a Financial
Transaction or Financial Transactions, fees consisting of
$1,000,000 plus:

           (i) 1.0% of the Aggregate Consideration that is paid or
payable in connection with any Financial Transaction to the extent
that it involves parties that either are not already invested in
the debt of the Company or have not previously engaged in
discussions with the Company's sponsor with respect to a Financial
Transaction, plus;

          (ii) 0.5% of (A) the Aggregate Consideration that is
paid or payable in connection with any Financial Transaction to
the extent that it involves parties that are already invested in
the debt of the Company, less the amount of their total loan
commitments under the senior secured credit facilities of the
Company immediately prior to the closing of the Financial
Transaction, plus (B) the Aggregate Consideration paid or payable
in connection with any Financial Transaction to the extent that it
involves The Wicks Group of Companies, L.L.C., the Debtors'
sponsor and principal equity holder, plus;

         (iii) 0.25% of such portion of the Aggregate
Consideration paid or payable in connection with any Financial
Transaction to the extent that it constitutes a reinvestment of
funds by parties that are already invested in the debt of the
Company; and

     c) Notwithstanding, the aggregate fees payable to Gordian
will not exceed the sum of $1,925,000.

Gordian will be reimbursed for out-of-pocket expenses.

The Debtors also have agreed, among other things, to indemnify and
hold harmless Gordian and its personnel in connection with
Gordian's representation of the Debtors.

Peter S. Kaufman -- psk@gordiangroup.com -- president of Gordian
Group, attests that his firm does not hold or represent any
interest adverse to the Debtors, their creditors or estates and is
a disinterested person.

                       About Jobson Medical

Jobson Medical Information Holdings LLC, a health-care information
and service provider, filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 12-bk-10434) on Feb. 2, 2012, along with
16 affiliates.  JMIH estimated assets and debt of as much as $500
million each in its petition.

Closely held Jobson, based in New York, works with pharmacies,
clinics, government and employer groups as well as specialty
medical groups to deliver medical information.

Judge Sean H. Lane presides over the case.  Lawyers at Lowenstein
Sandler PC led by Sharon L. Levine, Esq., serve as the Debtors'
counsel.  Kurtzman Carson Consultants LLC serves as claims and
noticing agent and as administrative agent.  The petition was
signed by Derek Winston, chief financial officer.

General Electrical Capital Corporation, as administrative agent to
the prepetition lenders (as successor to Toronto Dominion (Texas)
LLC in such capacity), is represented by Michael C. Rupe, Esq.,
and Heath D. Rosenblat, Esq., at King & Spalding LLP.


JOBSON MEDICAL: Combined Plan Hearing on March 5
------------------------------------------------
At the behest of Jobson Medical Information Holdings LLC, et al.,
Judge Sean H. Lane will hold a combined hearing on March 5, 2012,
on the adequacy of the disclosure statement and confirmation of
the Debtors' Joint Prepackaged Plan of Reorganization.

The Plan, dated Jan. 10, 2012, was filed by the Debtors together
with their petition.  The Debtors solicited votes on the Plan in
January.  Kurtzman Carson Consultants has certified that secured
lenders and holders of the Class A equity have approved the Plan.

Any objection to the Solicitation Procedures, the Disclosure
Statement or confirmation of the Prepackaged Plan must be filed no
later than Feb. 29, 2012.

The Plan gives the company three more years to pay off its loan
and grants its secured lender equity in the new company.  Under
the Plan, maturity of first-lien debt will be extended by three
years and the lenders owed $117.4 million will be given 20% of the
equity.  Unsecured creditors with claims totaling about $2 million
will be paid in full.  The Plan allows the Class A shareholders to
retain 80% of the new stock.  The existing Class B shareholders
retain nothing.

Certain Holders of Claims and Interests in the Voting Classes
indicated their support for the Prepackaged Plan and agreed to,
among other things, a timeline for the confirmation of such
Prepackaged Plan and emergence from chapter 11.  The Plan Support
Agreement requires approval from the bankruptcy court through a
confirmation order no later than March 23.  The agreement also
requires consummation of the Plan by March 26.

Meanwhile, the Court adjourned to Feb. 15 the hearing to consider
whether the Sec. 341 meeting of creditors must be held.

                       About Jobson Medical

Jobson Medical Information Holdings LLC, a health-care information
and service provider, filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 12-bk-10434) on Feb. 2, 2012, along with
16 affiliates.  JMIH estimated assets and debt of as much as $500
million each in its petition.

Closely held Jobson, based in New York, works with pharmacies,
clinics, government and employer groups as well as specialty
medical groups to deliver medical information.

Judge Sean H. Lane presides over the case.  Lawyers at Lowenstein
Sandler PC led by Sharon L. Levine, Esq., serve as the Debtors'
counsel.  Gordian Group LLC serves as financial advisor and
investment banker.  Kurtzman Carson Consultants LLC serves as
claims and noticing agent and as administrative agent.  The
petition was signed by Derek Winston, chief financial officer.

General Electrical Capital Corporation, as administrative agent to
the prepetition lenders (as successor to Toronto Dominion (Texas)
LLC in such capacity), is represented by:

          Michael C. Rupe, Esq.
          Heath D. Rosenblat, Esq.
          KING & SPALDING LLP
          1185 Avenue of the Americas
          New York, NY 10036
          E-mail: mrupe@kslaw.com
                  hrosenblat@kslaw.com


JOBSON MEDICAL: GECC Consents to Cash Use Through March 26
----------------------------------------------------------
The Bankruptcy Court signed off on a stipulation between Jobson
Medical Information Holdings LLC and General Electrical Capital
Corporation, as administrative agent to the prepetition lenders
(as successor to Toronto Dominion (Texas) LLC in such capacity),
granting the Debtors authority to use the lenders' cash collateral
for the limited period from the Petition Date through March 26,
2012.

As of the Petition Date, the Debtors owed the Lenders under the
prepetition loan documents in the approximate outstanding
principal amount of no less than $117,288,305.  As of the Petition
Date, the aggregate outstanding amount of revolving loans was no
less than $9,171,471, the aggregate outstanding amount of term
loan was no less than $86,951,436, and the aggregate outstanding
amount of delayed draw term loan was no less than $21,165,398.

Pursuant to the Stipulation, the Administrative Agent and the
Lenders are entitled, pursuant to Sections 361 and 363(c)(2) and
(e) of the Bankruptcy Code, to adequate protection of their
interests in the Cash Collateral in an amount equal to the
diminution in value of the Cash Collateral and the Pre-Petition
Collateral.  As additional adequate protection, the Administrative
Agent (for the benefit of the Lenders) is granted, in an amount
equal to the diminution in value of the Cash Collateral and the
Pre-Petition Collateral on and after the Petition Date:

     (a) a first priority replacement lien on all of the Debtors?
         unencumbered assets and property;

     (b) a junior lien on all assets and property of each of the
         Debtors that is already encumbered as of the Petition
         Date by a valid, enforceable and nonavoidable lien; and

     (c) an allowed superpriority administrative expense claim.

The Court will hold a final hearing on the Debtors' request to use
cash collateral on March 5.

                       About Jobson Medical

Jobson Medical Information Holdings LLC, a health-care information
and service provider, filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 12-bk-10434) on Feb. 2, 2012, along with
16 affiliates.  JMIH estimated assets and debt of as much as $500
million each in its petition.

Closely held Jobson, based in New York, works with pharmacies,
clinics, government and employer groups as well as specialty
medical groups to deliver medical information.

Judge Sean H. Lane presides over the case.  Lawyers at Lowenstein
Sandler PC led by Sharon L. Levine, Esq., serve as the Debtors'
counsel.  Gordian Group LLC serves as financial advisor and
investment banker.  Kurtzman Carson Consultants LLC serves as
claims and noticing agent and as administrative agent.  The
petition was signed by Derek Winston, chief financial officer.

General Electrical Capital Corporation, as administrative agent to
the prepetition lenders (as successor to Toronto Dominion (Texas)
LLC in such capacity), is represented by Michael C. Rupe, Esq.,
and Heath D. Rosenblat, Esq., at King & Spalding LLP.


KV PHARMACEUTICAL: Incurs $37.8 Million Net Loss in Dec. 31 Qtr.
----------------------------------------------------------------
K-V Pharmaceutical Company filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $37.80 million on $5.10 million of net revenues for
the three months ended Dec. 31, 2011, compared with a net loss of
$47.80 million on $3.50 million of net revenues for the same
period a year ago.

The Company reported a net loss of $271.70 million on $27.30
million of net revenues for the year ended March 31, 2011,
compared with a net loss of $283.60 million on $9.10 million of
net revenues during the prior year.

The Company reported a net loss of $69.70 million on $15.60
million of net revenues for the nine months ended Dec. 31, 2011,
compared with a net loss of $116.90 million on $10.50 million of
net revenues for the same period during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $307.30
million in total assets, $755.70 million in total liabilities and
a $448.40 million total shareholders' deficit.

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

                        http://is.gd/fJAh1l

                   About KV Pharmaceutical Company

KV Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

KV Pharmaceutical has not timely filed its Form 10-K for the year
ended March 31, 2010 and its Form 10-Qs for the subsequent
quarterly periods.  The Company's independent accounting firm,
KPMG, resigned on June 25, 2010, and the Company has tapped BDO
USA, LLP, to audit the fiscal 2010 financial statements.  The Form
10-Q for the quarter ended June 30, 2010, was only filed March 10,
2011.

KPMG LLP, in St. Louis, Missouri, expressed substantial doubt
about K-V Pharmaceutical's ability to continue as a going concern.
The independent auditors noted that the Company has suspended the
shipment of all products manufactured by it and must comply with a
consent decree with the FDA before approved products can be
reintroduced to the market.  Significant negative impacts on
operating results and cash flows from these actions including the
potential inability of the Company to raise capital; suspension of
manufacturing; significant uncertainties related to litigation and
governmental inquiries; and debt covenant violations.


LOS GATOS: Court Extends Exclusive Solicitation Period to April 30
------------------------------------------------------------------
Bankruptcy Judge Arthur S. Weissbrodt has approved the motion of
Los Gatos Hotel Corporation, dba Hotel Los Gatos, for extension of
the exclusivity periods during which only the Debtor may obtain
acceptances of a plan of reorganization, through April 30.

                       About Los Gatos Hotel

San Jose, California-based Los Gatos Hotel Corporation, dba Hotel
Los Gatos, was formed in 2000 to build and operate Hotel Los
Gatos, a full-service boutique hotel in downtown Los Gatos,
California.

Los Gatos Hotel filed for Chapter 11 bankruptcy protection on
December 27, 2010 (Bankr. N.D. Calif. Case No. 10-63135).  The
Debtor disclosed $17,191,277 in assets and $12,896,468 in
liabilities as of the Chapter 11 filing.  Affiliate Blossom Valley
Investors, Inc., filed a separate Chapter 11 petition on September
10, 2009 (Bankr. N.D. Calif. Case No. 09-57669).

Jeffry A. Davis, Esq., at Mintz Levin Cohn Ferris Glovsky Popeo,
serves as the Debtor's bankruptcy counsel.  The Debtor has tapped
OSAS Inc. as financial advisor and investment banker.

As reported by the Troubled Company Reporter on Aug. 4, 2011, Los
Gatos filed a plan of reorganization and explanatory disclosure
statement.  The Plan is to be funded by cash on hand and the
payments to be received by the Debtors from the operation of the
Hotel Los Gatos after the Effective Date.  Under the Plan, holders
of allowed secured and unsecured claims will be paid over time
from hotel revenue.  General unsecured claims are impaired and to
be paid over 24 months, starting seven months after Effective
Date, with 3% interest.  Unsecured claims held by insiders are
impaired and to be paid in installments following payment of other
Allowed Claims.  Existing equity interests is unimpaired and
holders will retain all rights and interests in Reorganized
Debtor.

As reported by the TCR on Sept. 21, 2011, Los Gatos amended its
Plan to incorporate the recently raised objections by David Pinn
and Alan Pinn over, among other things, construction cost
overruns.  A full-text copy of the First Amended Disclosure
Statement, dated Aug. 25, 2011, is available for free at
http://ResearchArchives.com/t/s?76f5


LPATH INC: William Harris Does Not Own Class A Shares
-----------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission on Feb. 9, 2012, William Harris Investors, Inc.,
disclosed that it does not beneficially own Class A common shares
of Lpath, Inc.  A full-text copy of the filing is available for
free at http://is.gd/h3gM9r

                         About Lpath, Inc.

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

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

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

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


LSP ENERGY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: LSP Energy Limited Partnership
        200 Industrial Drive
        Batesville, MS 38606

Bankruptcy Case No.: 12-10460

Chapter 11 Petition Date: February 10, 2012

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtor's Counsel: Thomas Joseph Francella, Jr.
                  WHITEFORD TAYLOR PRESTON LLC
                  The Renaissance Centre, Suite 500
                  405 North King Street
                  Wilmington, DE 19801
                  Tel: (302) 357-3252
                  Fax: (302) 357-3272
                  E-mail: tfrancella@wtplaw.com

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

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

The petition was signed by Thomas G. Favinger, president of LSP
Energy, Inc., general partner.

Affiliates that simultaneously filed Chapter 11    petitions:

        Debtor                        Case No.
        ------                        --------
LSP Batesville Holding, LLC           12-10461
LSP Energy, Inc.                      12-10463
LSP Batesville Funding Corporation    12-10464

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Siemens Energy Inc.                Trade Debt          $21,274,702
fka SPG Inc.
Dept CH 10169
Palatine, IL 60055

Complete Energy Batesville, LLC    Intercompany         $5,076,349
c/o CPV Batesville, LLC            Subordinated Loans
8403 Colesville Road, Suite 915
Silver Spring, MD 20910

Siemens Demag Delaval              Trade Debt           $1,177,898
Turbomachinery Inc.
Dept AT 40131
Atlanta, GA 31192

Barnhart Crane & Rigging           Trade Debt              $90,000

Baxter Company                     Trade Debt              $84,393

Tallahatchie Valley Electric       Trade Debt              $58,779
Power Assn.

Airgas Specialty Products          Trade Debt              $11,821

AGGREKO                            Trade Debt              $10,740

Falcon Crest Aviation Supply       Trade Debt              $10,000

Empire Scaffold                    Trade Debt               $7,500

Rental Service Corporation         Trade Debt               $6,500

EMS USA, Inc.                      Trade Debt               $6,400

Allied Waste Services              Trade Debt               $5,480

Safety Quip, Inc.                  Trade Debt               $4,500

Insulation & Refractories          Trade Debt               $3,500
Services, Inc.

CC Lynch & Associates Inc.         Trade Debt               $3,440

Moore-McNell, LLC                  Trade Debt               $2,500

Herron Landscape Maintenance       Trade Debt               $2,271

Surface Prep Supply                Trade Debt               $1,975

MSC Industrial Supply Co. Inc.     Trade Debt               $1,838


MADISON AT VILLAGE: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: The Madison at Village Green, LLC
        3600 Dallas Highway, Suite 230
        Box 125
        Marietta, GA 30064

Bankruptcy Case No.: 12-53515

Chapter 11 Petition Date: February 8, 2012

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: James Massey

Debtor's Counsel: Philip L. Pleska, Esq.
                  PLESKA LAW GROUP, LLC
                  300 Galleria Parkway, NW, Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 952-8448
                  Fax: (404) 537-1839
                  E-mail: phil@pleska.com

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

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

The Company's list of its two largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ganb12-53515.pdf

The petition was signed by Hamid Jahangard, manager.


MALIBU LOAN: Fitch Affirms Rating on $110-Mil. Notes at 'CCCsf'
--------------------------------------------------------------
Fitch Ratings has affirmed the $110,800,000 of notes issued by
Malibu Loan Fund, Ltd. (Malibu) at 'CCCsf'.

The affirmation reflects Fitch's analysis of both the market value
(MV) and the credit risk of the portfolio.  Given the exposure to
both risks, the tranches are generally rated to the lower of the
two indicative levels.

The notes' rating was primarily determined by comparing the credit
risk of the portfolio to the current credit enhancement available
to the notes.  The credit risk of the portfolio was analyzed using
the Portfolio Credit Model (PCM), as described in Fitch's
Corporate CDO criteria.  PCM projects the portfolio's loss rates
(due to default and recovery) that may be experienced under
various rating stresses.  The credit enhancement of the notes,
which measures the amount of realized losses that can occur before
the notes are undercollateralized, was then compared to PCM's loss
rates.  Based on Fitch's PCM analysis, the credit enhancement to
the notes of approximately 2.5% falls below the portfolio's
'CCCsf' rating loss rate.  Due to the presence of excess spread in
the transaction and the manager's ability to infuse cash into the
transaction, however, Fitch views the credit risk to be consistent
with a 'CCCsf' rating.

The MV risk was analyzed by comparing the distance-to-trigger
(DTT) metric of 10.6% to advance rate (AR) ranges.  As of the
trustee report dated Jan. 31, 2012, the net collateral value (NCV)
of the eligible collateral account was reported to be
approximately $112.3 million.  The NCV is equal to the sum of the
MV of the eligible collateral and the unrealized MV gains or
losses of the reference portfolio.  The DTT metric indicates the
price decline stress that would occur before triggering a
termination event, which occurs when the NCV falls below $47.25
million (the termination threshold).  The trigger is structured
'inside the tranche', such that the transaction may unwind with a
substantial loss to the rated notes if breached.

The AR ranges are based on Fitch's analysis of the market
dislocation experienced in 2007-2008, which represent a peak-to-
trough decline.  The worst case peak-to-trough price decline
observed in loans during that timeframe was approximately 15%,
which Fitch viewed as a 'BB' stress.  Fitch's analysis of the MV
risk begins with a categorization of portfolio loan assets based
on the seniority level of the loan and their market price, which
is then used to determine the AR thresholds under various rating
stresses.  A senior secured first lien loan priced above 85% of
par would be classified as Category 2, and the AR applied to a
Category 2 asset under a 'BB' stress would be 85%. A covenant-
light loan or a loan that is priced between 70% and 85% of par
would be classified as Category 3, in which an AR of 73% would
apply in a 'BB' stress.  A loan that is priced below 70% of par
would be classified as Category 4, and an AR of 51% would apply in
a 'BB' stress.  Fitch also assumed that price declines under a 'B'
stress would be approximately half of the observed 'BB' stress,
implying that the price decline for a Category 2 asset would be
approximately 8%.  Therefore, the ARs for Category 2, 3, and 4
assets would be 92%, 85% and 75%, respectively, under a 'B'
stress.  This analysis is further supplemented in Fitch's May 2008
commentary, 'Fitch Update: Application of Revised Market Value
Structure Criteria to TRR CLOs'.

Based on Fitch's classification of the portfolio assets, Malibu's
portfolio is composed of the following:

  -- 78.5% Category 2 assets;
  -- 18.2% Category 3 assets;
  -- 3.3% Category 4 assets.

The weighted average AR of the current portfolio (as of the Jan.
31, 2012 trustee report) is approximately 90.2% under a 'B'
stress, which corresponds to a MV decline of 9.8%.  Based on
Fitch's classification of the assets, the DTT of 10.6% falls
within Fitch's 'B' stress for the structure.  In addition,
sensitivity to MV risk still remains high, as the amount of long-
dated assets increased significantly to 22.5% from 3.9% in the
last review.  The increased exposure to long-dated assets implies
potential MV risk upon the maturity of the program.

The manager has made multiple infusions of cash collateral to
increase Malibu's cushion to its distribution threshold - a
mechanism that traps excess spread generated from the reference
portfolio to invest in additional collateral.  The manager had
injected amounts up to approximately $165.2 million in cash in
multiple occasions to avoid breach of the distribution threshold
during the credit crisis.

Malibu Loan Fund, LLC is a synthetic total rate of return
collateralized loan obligation (CLO) with a MV termination
trigger.  The transaction closed on Sept. 30, 2005 and is managed
by Aegon USA Investment Management.  The notes began to experience
negative net asset value coverage in 2008, but subsequently
benefited from cash infusions which were designed to increase the
distance to the distribution and termination thresholds.  The
transaction remains in its reinvestment period until November
2014.


MANAGEMENT VI: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Management VI Properties, LLC
        226 Ruby Avenue
        Newport Beach, CA 92662

Bankruptcy Case No.: 12-11540

Chapter 11 Petition Date: February 8, 2012

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

Judge: Robert N. Kwan

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

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

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

The petition was signed by Lee G. Gale, manager.


MARSICO HOLDINGS: Bank Debt Trades at 60% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Marsico Holdings,
LLC, is a borrower traded in the secondary market at 39.50 cents-
on-the-dollar during the week ended Friday, Feb. 10, 2012, an
increase of 2.30 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 300 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Dec.
14, 2014.  The loan is one of the biggest gainers and losers among
166 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

Marsico Holdings, LLC, is the new indirect parent of Marsico
Capital Management, LLC, and Marsico Fund Advisors, LLC.  Marsico
Capital Management is a Denver-based asset management firm
offering investment services to institutional and retail
investors.

The last rating action was taken on Oct. 13, 2010, when Moody's
downgraded the ratings of Marsico Parent Company, LLC's senior
secured bank facilities to Caa2 from Caa1and put them on review
for further downgrade.  In addition, the rating of Marsico Parent
Holdco, LLC's senior note was downgraded to C from Ca with a
stable outlook.  In the same rating action, Moody's also put the
Caa3 corporate family rating of Marsico Parent on review for
possible downgrade.  Moody's affirmed Marsico Parent's senior
unsecured notes at Ca and changed the outlook to stable from
negative.


MASCO CORP: Moody's Issues Summary Credit Opinion
-------------------------------------------------
This release represents Moody's Investors Service's summary credit
opinion on Masco Corporation and includes certain regulatory
disclosures regarding its ratings. This release does not
constitute any change in Moody's ratings or rating rationale for
Masco.

Moody's current ratings for Masco Corporation are:

Corporate Family Rating of Ba2

Probability of Default Rating of Ba2

Senior Unsecured Rating of Ba2 (LGD4, 53%)

Senior Unsecured Shelf Rating of (P)Ba2

Subordinate Shelf Rating of (P)B1

Preferred Shelf Rating of (P)B1

Preferred Shelf (non-cumulative) Rating of (P)B1

Speculative Grade Liquidity Rating of SGL-1

RATING RATIONALE

Masco's Ba2 Corporate Family Rating reflects its robust liquidity
profile and broad product offerings, providing some counter
balance to the company's weak credit metrics. Moody's believes
that the company's operating performance over the next twelve to
eighteen months will not be sufficient to bring credit metrics in-
line with those expected for the current rating. Anemic growth
prospects for major remodeling projects and weak forecasts for new
housing construction do not bode well for the company's operating
performance. Additionally, Masco will likely face higher raw
material costs on a year-over-year basis for such commodities as
lumber, resin and titanium dioxide for paints. The Cabinet and
Installation businesses will continue to drag on earnings. As a
result, without significant and permanent balance sheet debt
reductions beyond the $400 million already anticipated, coverage
and leverage metrics will likely remain weak relative to the
current rating for an extended period of time.

The negative rating outlook reflects Moody's view Masco's
financial performance will continue to be hindered by anemic
growth prospects for major remodeling projects and weak forecasts
for new housing construction, resulting in highly speculative
grade credit metrics.

A downgrade could ensue if the company's operating performance
does not markedly improve, even though Masco indicated that it
will pay off about $400 million of debt in 2012. Debt-to-EBITDA
remaining above 5.5 times or EBITA-to-interest expense staying
below 2.0 times (all ratios incorporate Moody's standard
adjustments), or deterioration in the company's liquidity profile
without offsetting debt reductions could pressure the ratings.

Stabilization of the ratings is unlikely until Masco is able to
generate significant earnings, resulting in debt-to-EBITDA
trending towards 4.0 times or EBITA-to-interest expense
approaching 3.0 times (all ratios incorporate Moody's standard
adjustments).

The principal methodology used in rating Masco Corporation was the
Global Manufacturing Industry Methodology published in December
2010. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


MF GLOBAL: Finkelstein Thompson Probes Potential Claims
-------------------------------------------------------
The law firm Finkelstein Thompson LLP is investigating potential
claims on behalf of futures and commodity account holders of MF
Global Inc.

The investigation focuses on reports that the Company unlawfully
mishandled account holders' funds by commingling them with its own
funds, and using them to subsidize its own investments and
transactions.  FT is also investigating the possibility that other
financial institutions aided and abetted MF Global's alleged
unlawful conduct.

Since MF Global filed for bankruptcy last fall, the Company's
bankruptcy trustee has estimated a shortfall of up to $1.2 billion
in segregated customer accounts.  Recent developments in the case
include a report by the trustee that the Company began depleting
these accounts in the final week before it collapsed, in order to
pay off increasing margin calls on its risky investments. MF
Global executives are currently before the bankruptcy court
seeking to use the proceeds of certain insurance policies to pay
their legal expenses.

FT is investigating potential claims against MF Global officers
and directors, as well as third parties, to fill the $1.2 billion
funding gap identified by the bankruptcy trustee and make account
holders whole.

If you are a current or former U.S. account holder with MF Global,
Finkelstein Thompson welcomes inquiries concerning your rights and
interests.  Please contact Finkelstein Thompson's Washington, DC
offices at (877) 337-1050 or by email at
contact@finkelsteinthompson.com.

Finkelstein Thompson LLP has spent over three decades delivering
outstanding representation to institutional and individual clients
in financial litigation, and has been appointed as lead or co-lead
counsel in dozens of financial class actions.  Indeed, the firm
has served in leadership roles in cases that have recovered over
$1 billion for investors and consumers.

                         About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- is one of the world's leading brokers of commodities and
listed derivatives.  MF Global provides access to more than 70
exchanges around the world.  The firm is also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on December 19, 2011.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MOHEGAN TRIBAL: Early Tender Period Terminates Feb. 10
------------------------------------------------------
The Mohegan Tribal Gaming Authority has extended the early tender
period in its private exchange offers and consent solicitations
until 5:00 p.m., New York City time, on Feb. 10, 2012.

As previously announced, the Authority is offering to exchange any
and all of its outstanding notes held by eligible holders for new
notes in a private exchange offer which includes a solicitation of
consents to certain amendments to the old notes and the indentures
governing the old notes.  The early tender date was previously
scheduled for 5:00 p.m., New York City time, on Feb. 8, 2012.

As of the previous early tender date, old notes had been tendered
into the exchange offers in amounts sufficient to satisfy the
minimum tender condition with respect to the old second lien notes
and the old 2014 notes and old 2015 notes, in the aggregate, but
not with respect to the old 2012 notes and old 2013 notes, in the
aggregate.

The exchange offers are conditioned upon, among other things, the
valid tender of old notes representing at least (i) 50.1% of the
outstanding principal amount of the old second lien notes, (ii)
90%, in the aggregate, of the outstanding principal amount of the
old 2012 notes and the old 2013 notes, and (iii) 75%, in the
aggregate, of the outstanding principal amount of the old 2014
notes and the old 2015 notes.

The exchange offers were launched on Jan. 24, 2012, and all other
terms of the exchange offers remain unchanged from the terms
announced at launch.

Concurrently with the exchange offers and the consent
solicitations, the Authority is soliciting consents to the
proposed amendments from all holders of old notes that are not
eligible to participate in the exchange offers and the consent
solicitations as of the date the exchange offers and consent
solicitations commenced.  The early consent date for the retail
consent solicitation, which was previously the original early
tender date, has been extended to the revised early tender date.

                About Mohegan Tribal Gaming Authority

Mohegan Tribal Gaming Authority -- http://www.mtga.com/-- is an
instrumentality of the Mohegan Tribe of Indians of Connecticut, or
the Tribe, a federally-recognized Indian tribe with an
approximately 507-acre reservation situated in Southeastern
Connecticut, adjacent to Uncasville, Connecticut.  The Authority
has been granted the exclusive authority to conduct and regulate
gaming activities on the existing reservation of the Tribe,
including the operation of Mohegan Sun, a gaming and entertainment
complex located on a 185-acre site on the Tribe's reservation.
Through its subsidiary, Downs Racing, L.P., the Authority also
owns and operates Mohegan Sun at Pocono Downs, a gaming and
entertainment facility located on a 400-acre site in Plains
Township, Pennsylvania, and several off-track wagering facilities
located elsewhere in Pennsylvania.

The Authority's balance sheet at Sept. 30, 2011, showed
$2.2 billion in total assets, $2.0 billion in total liabilities
and $198.7 million total capital.

PricewaterhouseCoopers LLP, in Hartford, Connecticut, expressed
substantial doubt about the Authority's ability to continue as a
going concern.  The independent auditors noted that of the
Authority's total debt of $1.6 billion as of Sept. 30, 2011,
$811.1 million matures within the next twelve months, including
$535.0 million outstanding under the Authority's Bank Credit
Facility which matures on March 9, 2012, and the Authority's
$250.0 million 2002 8% Senior Subordinated Notes which mature on
April 1, 2012.  In addition, a substantial amount of the
Authority's other outstanding indebtedness matures over the
following three fiscal years.


MONARCH-GAE, LLC: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Monarch-GAE, LLC
        P.O. Box 849
        Skyland, NC 28776

Bankruptcy Case No.: 12-10112

Chapter 11 Petition Date: February 8, 2012

Court: U.S. Bankruptcy Court
       Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: D. Rodney Kight, Jr., Esq.
                  KIGHT LAW OFFICE PC
                  7 Orchard Street, Suite 100
                  Asheville, NC 28801
                  Tel: (828) 255-9881
                  Fax: (828) 255-9886
                  E-mail: info@kightlaw.com

Scheduled Assets: $3,200,179

Scheduled Liabilities: $1,082,784

The petition was signed by James Pellerin, managing member.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Buncombe County Tax Collector      Consumer Debt            $3,741
35 Woodfin Street, Suite 204
Asheville, NC 28801


MORGANS HOTEL: BlackRock Discloses 7.7% Equity Stake
----------------------------------------------------
BlackRock, Inc., disclosed in a Schedule 13G filing with the U.S.
Securities and Exchange Commission that, as of Dec. 30, 2011, it
beneficially owns 2,362,964 shares of common stock of Morgans
Hotel Group Co representing 7.69% of the shares outstanding.  A
full-text copy of the filing is available at http://is.gd/OVYDw7

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company's balance sheet at Sept. 30, 2010, showed
$759.10 million in total assets, $801.22 million in total
liabilities, and a stockholders' deficit of $42.12 million.


MTR GAMING: Moody's Lowers Corporate Family Rating to 'Caa1'
------------------------------------------------------------
Moody's Investors Service lowered MTR Gaming Group's ("MTR")
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) to Caa1 from B3. The rating on the $565 million 2nd lien
senior secured notes due 2019 was also lowered to Caa1 from B3.
The rating outlook remains negative.

These ratings were downgraded:

Corporate Family Rating -- to Caa1 from B3

Probability of Default Rating -- to Caa1 from B3

$565 million 11.5% 2nd lien Senior Secured Notes due 2019 -- to
Caa1 (LGD4, 52%) from B3 (LGD4, 51%)

RATING RATIONALE

The downgrade of CFR to Caa1 reflects MTR's high financial
leverage and Moody's view that the company will likely not able to
reduce its debt/EBITDA to below 6.5x at year end 2012, a target
leverage ratio needed to maintain the B3 CFR. While Moody's still
expects the same negative EBITDA impact on MTR's existing gaming
facilities from Ohio competition (in the range between 40-50% on
cumulative basis during 2012-2013), the agency has significantly
lowered the 2012 expected EBITDA contribution from Scioto Downs
VLTs (video lottery terminals) which the company anticipates to
open in the 2nd quarter this year. "Given the currently
anticipated opening schedule and possible higher than anticipated
operating expenses, we now project the earnings contribution from
Scioto Downs will be lower," explained Moody's analyst John Zhao.
Moody's currently projects MTR will likely generate an aggregate
full year EBITDA in the range of mid-$70 to mid-$80 million in
2012. EBITDA could decline further in 2013 when all MTR's casino
properties start to feel the full impact from newly-opened
competitors' gaming facilities, particularly from the two large
commercial casinos in Cleveland and Columbus. Therefore, MTR's
leverage ratio will likely remain at or above 7.0x in 2012 and
could increase appreciably further in 2013 and beyond -- a level
no longer consistent with the previous B3 rating category.

The negative rating outlook incorporates the significant
competitive pressure on earnings and Moody's rising concerns on
MTR's ability to mitigate the impact as competition intensifies in
the next two years. An EBITDA generation towards the lower end of
Moody's expectation for 2012 would likely result in anemic free
cash flow and a possible breach of financial covenants under the
$20 million revolving credit facility (unrated by Moody's). In
addition, the on-going legal challenges by independent public
policy group with regard to the constitutionality of the VLTs in
Ohio could cause further delay in opening of the VLTs at Scioto
Downs, exerting additional pressures on earnings.

Positive rating consideration was given to the recent relatively
stable operating trend at MTR's current facilities at Mountaineer
Casino in West Virginia and Presque Isle Downs Casino in
Pennsylvania. In addition, Moody's anticipates the company will
have sufficient internal liquidity to fund the construction of the
VLT facilities after the recent conditional approval of a license
to install and operate VLTs at Scioto Downs. All the budgeted cash
needs have been pre-funded post the refinancing completed last
year.

Events/developments that could exert downgrade pressure on the
rating include: further significant project delay and cost overrun
during construction, materially weaker-than-expected operating
results after opening and uncured covenant violations. Ratings
could be downgraded if MTR's debt/EBITDA rose above 8.0x and free
cash became negative on sustainable basis.

Rating upside is limited at this time. Should Scioto Downs VLT
facility open on-time and on budget and generate EBITDA that will
more than offset potential impact from Ohio new gaming operations,
the rating outlook would likely revert to stable. Moreover, the
stable outlook would require debt/EBITDA to remain around 7.0x on
a sustained basis and maintenance of an adequate liquidity
profile.

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

MTR Gaming Group, Inc. ("MTR") (Nasdaq: MNTG), through its
subsidiaries, owns and operates Mountaineer Casino, Racetrack &
Resort in Chester, West Virginia; Presque Isle Downs & Casino in
Erie, Pennsylvania and Scioto Downs in Columbus, Ohio. MTR
reported net revenues of approximately $419 million in the last
twelve months ended Sep 30, 2011.


NASSAU BROADCASTING: Seeks Court Approval to Sell All Assets
------------------------------------------------------------
All Access reports that Nassau Broadcasting Partners has moved in
U.S. Bankruptcy Court in Delaware to have the company's assets,
including all of its stations, auctioned off.

According to the report, Nassau told Judge Kevin Gross that it has
decided, with its financial adviser and investment banker
Rothschild, Inc., to sell the assets, but that "in the interests
of time, and in order to maintain maximum flexibility (in the
sale) . . . the Debtors have opted not to engage in lengthy
discussions and negotiations" with prospective purchasers in an
effort to select a stalking horse bid for the Assets.

Rather, the report says, the Company is soliciting one or more
qualified bids for the assets without having provided any bid
protections or other form of strategic advantage to any particular
prospective bidder.  The motion asks for approval of auction
procedures at a hearing and approval of the sale at a second sale
hearing.

                     About Nassau Broadcasting

Nassau Broadcasting Partners LP is a radio-station owner and
operator.  Three secured lenders -- affiliates of Goldman Sachs
Group Inc., Fortress Investment Group LLC and P.E. Capital LLC --
filed involuntary Chapter 7 bankruptcy petitions (Bankr. D. Del.
Case No. 11-12934) on Sept. 15, 2011, against Nassau Broadcasting
Partners LP, the owner of 45 radio stations in the northeastern
U.S.  The lender group said in court papers that they are owed
$83.8 million secured by all of Nassau's property.  Involuntary
petitions were also filed against three affiliates of Nassau,
which is based in Princeton, New Jersey.  The lenders said the
stations aren't worth enough to pay them in full.

Nassau Broadcasting in October won a Delaware bankruptcy court's
blessing to convert its involuntary Chapter 7 bankruptcy --
pressed by creditors including Goldman Sachs Lending Partners LLC
-- to a proceeding on its own terms in Chapter 11.

The company owes $283,742,525 under its credit agreement with the
lenders.


NATIONAL ENVELOPE: Exit From Contaminated Plant Opposed
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Chapter 7 trustee for National Envelope Corp. is
trying to shed a contaminated plant in New Jersey and at the same
time have the bankruptcy judge in Delaware rule that the remaining
cash in the company can't be used to clean up or maintain the
facility.  The trustee is asking for authority to abandon the
property, so he's not required to continue paying maintenance
costs.

According to Mr. Rochelle, federal and New Jersey state
environmental regulators responded by filing opposing papers.  The
regulators are arguing that law handed down in 1986 by the U.S.
Supreme Court doesn't allow a bankrupt company to walk away from
environmental pollution by using the bankruptcy process of
abandoning an asset.  As a result, the trustee called off a
hearing he scheduled for last week and reset the hearing to
Feb. 23.

The trustee, the report relates, currently holds $5 million from
remaining funds received from the sale of the business where a
buyer took everything aside from the one contaminated plant.  The
Debtor has $1.5 million in an account set aside specifically for
dealing with the contaminated plant.  The company estimates the
clean-up to cost $5.7 million or more.

                        About NEC Holdings

Uniondale, New York-based National Envelope Corporation was
the largest manufacturer of envelopes in the world with
14 manufacturing facilities and 2 distribution centers and
approximately 3,500 employees in the U.S. and Canada.

NEC Holdings Corp., together with affiliates, including National
Envelope Inc., filed for Chapter 11 (Bankr. D. Del. Lead Case No.
10-11890) on June 10, 2010.  Kara Hammond Coyle, Esq., at Young
Conaway Stargatt & Taylor LLP, served as bankruptcy counsel to the
Debtors.  David S. Heller, Esq., at Josef S. Athanas, Esq., and
Stephen R. Tetro II, Esq., at Latham & Watkins LLP, served as
co-counsel.  The Garden City Group is the claims and notice agent.
Bradford J. Sandler, Esq., and Robert J. Feinstein, Esq., at
Pachuiski Stang Ziehl & Jones LLP, represented the Official
Committee of Unsecured Creditors.  Morgan Joseph & Co., Inc.,
served as the financial advisor to the Committee.  NEC Holdings
estimated assets and debts of $100 million to $500 million in its
Chapter 11 petition.

In September 2010, National Envelope's key assets were bought in
a roughly $208 million deal by The Gores Group LLC, a West Coast
private equity firm that manages about $2.9 billion of capital.

Judge Peter J. Walsh on Dec. 12, 2011, approved NEC Holdings'
request to convert its Chapter 11 case into a full liquidation.
Judge Walsh approved NEC's October request to liquidate the
remainder of its assets, which the company said was necessary
because it was quickly running out of cash to cover the remaining
claims against it, including the cleanup of a New Jersey
manufacturing site.


NAUTICA LAKES: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Nautica Lakes, Inc.
        7170 Riverwood Drive
        Columbia, MD 21046

Bankruptcy Case No.: 12-11820

Chapter 11 Petition Date: February 2, 2012

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

Debtor's Counsel: Alan M. Grochal, Esq.
                  TYDINGS AND ROSENBERG
                  100 E. Pratt Street., Fl. 26
                  Baltimore, MD 21202
                  Tel: (410) 752-9700
                  Fax: (410) 727-5460
                  E-mail: agrochal@tydingslaw.com

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

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

A list of the Company's 12 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mdb12-11820.pdf

The petition was signed by Bethany H. Hooper, senior vice
president and treasurer.


NAVISTAR INT'L: Jeffrey Altman Discloses 7% Equity Stake
--------------------------------------------------------
Jeffrey A. Altman and his affiliates disclosed in an amended
Schedule 13D filing with the U.S. Securities and Exchange
Commission that, as of Feb. 3, 2012, they beneficially own
4,864,434 shares of common stock of Navistar International
Corporation representing 7% of the shares outstanding.  As
previously reported by the TCR on March 2, 2011, Mr. Altman
disclosed beneficial ownership of 5,809,535 shares.  A full-text
copy of the amended filing is available at http://is.gd/0SZe0I

                   About Navistar International

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

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

                           *     *     *

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

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


NORTHERN BERKSHIRE: North Adams Hospital Sets April Confirmation
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Northern Berkshire Healthcare Inc. received court
approval for the explanatory disclosure statement, and scheduled
an April 2 confirmation hearing for approval of the reorganization
plan.

According to the report, under the Plan, bondholders owed $43.7
million are to receive new debt, for a projected 44% recovery. The
Pension Benefit Guaranty Corp., with a claim of $27.3 million, is
slated for a 5% recovery, just like other unsecured creditors with
claims totaling about $260,000.

               About Northern Berkshire Healthcare

Northern Berkshire Healthcare, Inc., is a non-profit healthcare
corporation in northern Berkshire County, Massachusetts.  Together
with its affiliates, Northern Berkshire Healthcare operates the
North Adams Regional Hospital and a visiting nurse association and
hospice in North Adams, Massachusetts.

Northern Berkshire Healthcare, Inc., North Adams Regional
Hospital, Inc., Visiting Nurse Association & Hospice of Northern
Berkshire, Inc., Northern Berkshire Healthcare Physicians Group,
Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011,
to address their overleveraged balance sheet and effect a
reorganization of their operations.  On the same day, Northern
Berkshire Community Services, Inc., filed a petition for Chapter 7
relief also in the District of Massachusetts bankruptcy court.

Judge Henry J. Boroff presides over the Debtors' cases.  Steven T.
Hoort, Esq., James A. Wright, III, Esq., Jonathan B. Lackow, Esq.,
and Matthew F. Burrows, Esq., at Ropes & Gray LLP, in Boston,
Mass., serve as the Debtors' bankruptcy counsel.  The Debtors'
Financial Advisors are Carl Marks Advisory Group LLC.  GCG Inc.
serves as claims and noticing agent.

Northern Berkshire disclosed $22,957,933 in assets and $53,379,652
in liabilities as of the Chapter 11 filing.  The petition was
signed by William F. Frado, Jr., president.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official unsecured creditors' committee in the
Debtors' cases.  The Committee tapped Duane Morris LLP as its
counsel.


OIL SANDS: Secures DIP Financing of C$3.75MM From Century Services
------------------------------------------------------------------
Oilsands Quest Inc. has secured a commitment for debtor-in-
possession financing of C$3.75 million, for the purposes of
funding operating costs and other expenses while the Company
proceeds with its previously-announced solicitation process while
under creditor protection.

The DIP Facility is subject to approval from the Alberta Court of
Queen's Bench.

The DIP Facility is being provided by Century Services Inc.
pursuant to the terms and conditions of a Commitment Letter dated
Feb. 1, 2012.  The DIP Facility will be repayable on the earlier
of one year following closing or the termination of the Order from
Court providing creditor protection under the Companies' Creditors
Arrangement Act (Canada).  The Company expects to obtain Court
approval by Feb. 16, 2012, after which advances under the DIP
Facility will be available to Oilsands Quest.

Oilsands Quest has also entered into a purchase and sale agreement
with an unrelated third-party entity to sell its non-core Eagles
Nest asset for C$4.4 million.  The purchaser has agreed to pay
deposits of C$300,000 by Feb. 21, 2012, with closing anticipated
on or before March 23, 2012.  The asset sale is also conditional
on Court approval and normal closing conditions and adjustments.
There can therefore be no assurance that the sale will be
concluded.

The Eagles Nest prospect covers 22,773 acres (9,216 hectares)
located in the Athabasca oil sands region northwest of Fort
McMurray, Alberta.  The property is geographically distant from
Oilsands Quest's other oil sands discoveries and largely
unexplored.
TD Securities Inc. acted as financial advisor to Oilsands Quest on
the sale of Eagles Nest and continues to assist the Company with
the ongoing solicitation process.

Oilsands Quest continues to operate under the protection of CCAA
with the assistance of a Court-appointed monitor.  The Company's
common shares remain suspended from trading until either a
delisting occurs or until the NYSE permits the resumption of
trading.

                       About Oilsands Quest

Oilsands Quest Inc. -- http://www.oilsandsquest.com/-- is
exploring and developing oil sands permits and licenses, located
in Saskatchewan and Alberta, and developing Saskatchewan's first
commercial oil sands discovery.

The Company reported a net loss of US$10.3 million for the six
months ended Oct. 31, 2011, compared with a net loss of
US$25.1 million for the six months ended Oct. 31, 2010.

The Company's balance sheet at Oct. 31, 2011, showed
US$156.6 million in total assets, US$33.3 million in total
liabilities, and stockholders' equity of US$123.3 million.  As at
Oct. 31, 2011, the Company had a deficit accumulated during the
development phase of US$721.7 million.

*     *     *

On Nov. 29, 2011, the Company and certain of its subsidiaries
voluntarily commenced proceedings under the CCAA obtaining an
Initial Order from the Court of Queen's Bench of Alberta (the
"Court"), in In re Oilsands Quest, Inc., et al., Case No. 1101-
16110.

The CCAA Proceedings were initiated by: Oilsands Quest, Oilsands
Quest Sask Inc., Township Petroleum Corporation, Stripper Energy
Services, Inc., 1291329 Alberta, Ltd., and Oilsands Quest
Technology, Inc.

Under the Initial Order, Ernst & Young, Inc., was appointed by the
Court to monitor the business and affairs of the Oilsands Entities
and creditors are stayed for a period of 30 days while the
Oilsands Entities explore financing and restructuring alternatives
and develop a comprehensive restructuring plan.  The Plan must be
approved by any affected shareholders and the Court in order to be
implemented.  Neither of Oilsands' other subsidiaries, 1259882
Alberta, Ltd., and Western Petrochemical Corp., have filed for
creditor protection.

The Company has requested and obtained an extension of the Order
from the Court providing creditor protection under the CCAA until
Feb. 17, 2012, unless further extended as required and approved by
the Court.

If by Feb. 17, 2012, the Company has not obtained a further
extension of the initial order or filed a plan, creditors and
others will no longer be stayed from enforcing their rights.


OILSANDS QUEST: Vanguard Group Owns 6.91% of Common Stock
---------------------------------------------------------
The Vanguard Group, Inc., discloses that as of Dec. 31, 2011, it
may beneficially own 24,117,153 shares representing 6.91% of
Oilsands Quest Inc.'s Common Stock.

A copy of the Schedule 13G is available for free at:

http://is.gd/x84Nuc

                       About Oilsands Quest

Oilsands Quest Inc. -- http://www.oilsandsquest.com/-- is
exploring and developing oil sands permits and licenses, located
in Saskatchewan and Alberta, and developing Saskatchewan's first
commercial oil sands discovery.

The Company reported a net loss of US$10.3 million for the six
months ended Oct. 31, 2011, compared with a net loss of
US$25.1 million for the six months ended Oct. 31, 2010.

The Company's balance sheet at Oct. 31, 2011, showed
US$156.6 million in total assets, US$33.3 million in total
liabilities, and stockholders' equity of US$123.3 million.  As at
Oct. 31, 2011, the Company had a deficit accumulated during the
development phase of US$721.7 million.

*     *     *

On Nov. 29, 2011, the Company and certain of its subsidiaries
voluntarily commenced proceedings under the CCAA obtaining an
Initial Order from the Court of Queen's Bench of Alberta (the
"Court"), in In re Oilsands Quest, Inc., et al., Case No. 1101-
16110.

The CCAA Proceedings were initiated by: Oilsands Quest, Oilsands
Quest Sask Inc., Township Petroleum Corporation, Stripper Energy
Services, Inc., 1291329 Alberta, Ltd., and Oilsands Quest
Technology, Inc. (collectively, the "Oilsands Entities").

Under the Initial Order, Ernst & Young, Inc., was appointed by the
Court to monitor the business and affairs of the Oilsands Entities
and creditors are stayed for a period of 30 days while the
Oilsands Entities explore financing and restructuring alternatives
and develop a comprehensive restructuring plan.  The Plan must be
approved by any affected shareholders and the Court in order to be
implemented.  Neither of Oilsands' other subsidiaries, 1259882
Alberta, Ltd., and Western Petrochemical Corp., have filed for
creditor protection.

The Company has requested and obtained an extension of the Order
from the Court providing creditor protection under the CCAA until
Feb. 17, 2012, unless further extended as required and approved by
the Court.

If by Feb. 17, 2012, the Company has not obtained a further
extension of the initial order or filed a plan, creditors and
others will no longer be stayed from enforcing their rights.


OMEGA NAVIGATION: AQR Capital Ceases to Own Any Common Shares
-------------------------------------------------------------
AQR Capital Management, LLC, disclose that as of Dec. 31, 2011, it
has ceased to own any shares of the common stock of Omega
Navigation Enterprises.

A copy of the Schedule 13G/A is available for free at:

                       http://is.gd/yzvx6f

                      About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

Judge Karen K. Brown presides over the case.  Bracewell &
Giuliani LLP serves as counsel to the Debtors.  Jefferies &
Company, Inc., is the financial advisor and investment banker.

The Official Committee of Unsecured Creditors has tapped Winston
& Strawn as local counsel; Jager Smith as lead counsel; and First
International as financial advisor.


OPEN RANGE: Wants until April 3 to Propose Chapter 11 Plan
----------------------------------------------------------
Open Range Communications Inc., asks the U.S. Bankruptcy Court for
the District of Delaware to extend it exclusive periods to file
and solicit acceptances for the proposed Chapter 11 Plan until
April 3, 2012, and June 4, respectively.

The Debtor relates that it has not yet established the general and
governmental bar dates for filing proofs of claim.  In a separate
motion, the Debtor requested the Court to establish the general
bar date in March 2012, and the governmental bar date is already
set at April 13.

The Debtor explains that it will require time to review and
analyze the validity, amount and priority of the claims that have
been and will be asserted against the estate.

Additionally, the Debtor and its staff also need sufficient time
to negotiate and prepare adequate information before proposing a
plan.

The Debtor set a Feb. 16, hearing at 1:00 p.m., on the requested
exclusivity extension.

                       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 listed about $114 million in
assets and $110 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 Company disclosed
$115,165,177 in assets and $102,867,983 in liabilities as of the
Chapter 11 filing.  The petition was signed by Chris Edwards,
chief financial officer.

On filing for Chapter 11 protection on Oct. 6, 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.


OPEN RANGE: Wants Until March 19 to Decide on Headquarters' Lease
-----------------------------------------------------------------
Open Range Communications Inc., asks the U.S. Bankruptcy Court for
the District of Delaware to extend until March 19, 2012, its time
to assume or reject the unexpired lease of nonresidential real
property.

The lease is for its corporate headquarters located in Greenwood
Village, Colorado.

The Debtor set a hearing on Feb. 16, 2012 at 1:00 p.m., Eastern
Time, on its requested lease decision period.

                       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 listed about $114 million in
assets and $110 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 Company disclosed
$115,165,177 in assets and $102,867,983 in liabilities as of the
Chapter 11 filing.  The petition was signed by Chris Edwards,
chief financial officer.

On filing for Chapter 11 protection on Oct. 6, 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.


OPEN RANGE: Creditors Committee Supports Chapter 7
--------------------------------------------------
Dow Jones' DBR Small Cap reports that the committee of unsecured
creditors in Open Range Communications Inc.'s bankruptcy case is
supporting a motion filed earlier by Open Range asking the court
to convert its Chapter 11 reorganization to a Chapter 7
liquidation, calling it "the best and only way to move forward.

As reported in the Troubled Company Reporter on Feb. 10, 2012,
Open Range is asking the Delaware court to convert its Chapter 11
case to Chapter 7, saying it was unlikely to have a reorganization
plan resolving the Internet provider's potential claims against
the U.S. Department of Agriculture over a $267 million loan.  Open
Range sought permission to convert the bankruptcy case and appoint
a Chapter 7 trustee who would liquidate what remains of the
company's assets.  The move was prompted by the lack of a
settlement between Open Range and the USDA, Law360 related.

                         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.


OVERLAND STORAGE: Incurs $4.3 Million Net Loss in Fiscal Q2 2012
----------------------------------------------------------------
Overland Storage, Inc., reported a net loss of $4.29 million on
$15.10 million of net revenue for the three months ended Dec. 31,
2011, compared with a net loss of $909,000 on $17.93 million of
net revenue for the same period during the prior year.

The Company reported a net loss of $14.50 million on
$70.19 million of net revenue for the fiscal year ended June 30,
2011, compared with a net loss of $12.96 million on $77.66 million
of net revenue during the prior fiscal year.

The Company reported a net loss of $9.64 million on $29.18 million
of net revenue for the six months ended Dec. 31, 2011, compared
with a net loss of $7.40 million on $35.50 million of net revenue
for the same period a year ago.

The Company's balance sheet at Dec. 31, 2011, showed $36.93
million in total assets, $36.87 million in total liabilities and
$58,000 in shareholders' equity.

"We are pleased to announce second quarter results that include a
15% sequential increase in product sales over the first fiscal
quarter, an over 200 basis point improvement in gross margins
compared to the same quarter of last year, and an 8% sequential
reduction in our operating expenses from the first fiscal
quarter," said Eric Kelly, President and CEO of Overland Storage.
"We continue to see strong customer acceptance of our new
SnapServer DX storage solution, which offers enterprise-class
features and eliminates the need to provision storage capacity.
The DX dynamically allocates storage to whomever needs it most,
seamlessly and without interruption, giving it a significant
advantage over the competition.  The DX platform is also designed
to support our Scale-Out NAS software that we plan to introduce in
2012.  We believe our continued product leadership and innovation
position us well to gain further traction in the growing global
storage market.  While the devastating floods in Thailand and
resulting supply shortages caused an industry-wide increase in the
price of disk drives, through the support of our strategic
partners, we were able to procure adequate quantities during the
quarter to meet our demand."

Moss Adams LLP, in San Diego, California, noted that the Company's
recurring losses and negative operating cash flows raise
substantial doubt about the Company's ability to continue as a
going concern.

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

                        http://is.gd/na9HNb

                      About Overland Storage

San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.


OWENS & MINOR: Moody's Raises Corporate Family Rating to 'Ba1'
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Owens & Minor,
Inc., including the corporate family rating, probability of
default rating and the rating on the company's $200 million of
unsecured notes to Ba1 from Ba2. The ratings outlook is stable.

These rating actions were taken:

Corporate Family Rating upgraded to Ba1 from Ba2;

Probability of Default Rating upgraded to Ba1 from Ba2;

$200 million 6.35% senior unsecured notes upgraded to Ba1 (LGD4,
54%) from Ba2 (LGD4, 50%).

Rating Rationale

The upgrade of the corporate family rating to Ba1 recognizes the
company's continued improvement in credit metrics and its
conservative balance sheet management. Furthermore, O&M has shown
its ability to grow revenues organically and improve EBITDA
margins through business cycles via market share gains,
improvements in productivity, and expansion of its operating
reach. In addition to organic growth, O&M has augmented its
presence in its end markets with a conservative acquisition
strategy. Going forward, Moody's anticipates that Owens & Minor's
operating strategy and financial policies will allow it to
maintain debt leverage below two times and interest coverage above
six times. The rating upgrade also considered O&M's long operating
history and stable diversified customer base, of which its top ten
customers account for approximately 20% of revenues.

The company's working capital volatility, a characteristic
inherent to distribution companies, could result in negative free
cash flow generation for a short time period. However, O&M's large
working capital needs are associated with required inventory
investment for new customers and should reverse once the customer
has been integrated to its operating platform. O&M has partially
mitigated these cash flow management challenges by improving its
current ratio to 2.1 times from 1.9 times and is targeting further
improvement. While the rating remains constrained by customer
concentration, Moody's currently expects the company to
renegotiate successfully upcoming contract renewals in 2012 with
its two of its GPOs that account for approximately 57% of
revenues.

The stable outlook reflects Moody's expectations that Owens &
Minor will maintain a good liquidity profile highlighted by large
unrestricted cash balances and substantial availability under its
revolving credit facility. Additionally, the stable outlook
considers that the company will maintain its conservative
financial policy and that there will be no material EBITDA margin
deterioration.

A ratings upgrade is unlikely in the near future, however, if the
company improves its retained cash flow generation such that it
approaches 40% on a sustained basis and strengthens its liquidity
profile the ratings could be upgraded. Furthermore, the ratings
upgrade should be supported by sustained organic revenue growth
and EBITDA margin expansion.

A sustained contraction in profitability due to decline in
healthcare utilization and/or a deterioration in operating margins
coupled with a tightening of the company's liquidity profile,
including deteriorating retained cash flow generation, could lead
to a ratings downgrade. Further, the ratings could be pressured if
GPO contract renewals result in a pricing that weighs on top line
and erodes margins. Additionally, enhancement of shareholder
friendly activities or a more aggressive acquisition strategy
leading to debt leverage that is sustained above 2.0 times could
pressure the ratings and/or outlook.

The principal methodology used in rating Owens & Minor, Inc. was
the Global Distribution & Supply Chain Services Industry
Methodology published in November 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.

Founded in 1882, Owens & Minor, Inc. is a leading national
distributor of medical and surgical supplies to the acute-care
market. The company distributes products from over 1,200 suppliers
to approximately 4,400 healthcare provider customers from 50
distribution and service centers nationwide. OMI reported revenues
of approximately $8.6 billion for 2011.


OWENS CORNING: Moody's Issues Summary Credit Opinion
----------------------------------------------------
This release represents Moody's Investors Service's summary credit
opinion on Owens Corning and includes certain regulatory
disclosures regarding its ratings. This release does not
constitute any change in Moody's ratings or rating rationale for
Owens Corning.

Moody's current ratings for Owens Corning are:

Corporate Family Rating of Ba1

Probability of Default Rating of Ba1

Senior Unsecured Rating of Ba1 (LGD4, 53)

Senior Unsecured Shelf Rating of (P)Ba1

Speculative Grade Liquidity Rating of SGL-2

RATING RATIONALE

The Ba1 Corporate Family Rating takes into consideration Owens
Corning's business profile. The composite business is benefitting
from the modest improvement in the manufacturing sector. The
roofing business will continue to be a source of strength,
offsetting lackluster performance from its insulation products.
Longer term, its diverse product portfolio should position the
company to reap benefits when the economy rebounds more robustly.
Further supporting the rating are expectations that Owens
Corning's operating margins will continue to improve due to an
improved cost structure and new business wins. Debt leverage
credit metrics are reasonable. The company's good liquidity
profile gives it added financial flexibility to contend with
ongoing uncertainties in its end markets and to support growth
initiatives.

The stable outlook incorporates Moody's view that Owens Corning's
good liquidity profile and expectations of improved credit metrics
should give the company additional financial flexibility to
contend with the ongoing uncertainties in its end markets.

An upgrade is unlikely over the intermediate term until market
conditions improve substantially. Owens Corning needs to
demonstrate that its ongoing cost reduction efforts and improved
operating efficiencies will allow the company to generate
significant earnings in each of its business segments. Over time,
credit metrics that trend towards 10% EBITA margins, EBITA-to-
interest expense approaching 5.0 times, and debt-to-EBITDA
sustained below 3.0 times (all ratios adjusted per Moody's
methodology) would suggest a potential for upwards ratings
movement. Cash on hand sustained above $100 million would suggest
an improvement in the company's speculative grade liquidity
profile.

A potential downgrade could result from evidence that Owens
Corning is not benefiting from its cost reduction programs or
financial performance is negatively impacted by an unexpected
decline in the company's end markets. EBITA-to-interest expense
remaining below 3.0 times or debt-to-EBITDA above 4.0 times (all
ratios adjusted per Moody's methodology) for an extended period of
time or deterioration in the liquidity profile could pressure the
ratings.

The principal methodology used in rating Owens Corning was the
Global Manufacturing Industry Methodology published in December
2010. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


PACIFIC AVENUE: Committee Appeals Judge's Ruling to Disband Panel
-----------------------------------------------------------------
Kerry Singe at The Charlotte Observer reports that the committee
of unsecured creditors in the EpiCentre's bankruptcy case has
appealed a judge's decision to disband the committee.

In January 2012, U.S. Bankruptcy Judge George Hodges approved a
motion by the EpiCentre's trustee to eliminate the committee.  In
his order filed with the court, Judge Hodges said the committee
"is no longer necessary to protect the interests of its
constituency; the administrative expense of the Committee is not
justified; and the Committee has appeared to be counter-productive
to the process of this case."

According to the report, Judge Hodges said the trustee "is capable
of and required to adequately represent the interests of unsecured
creditors in these cases."  So far, more than $220,500 has been
paid in legal fees and expenses for the committee.  This money
comes from cash generated by the EpiCentre.

The report says the decision came as the complex's developers,
lenders and bankruptcy trustee argue over whether millions of
dollars in parking revenues and other money was wrongfully
diverted from the uptown project so creditors wouldn't have to be
paid.

According to the report, Dennis O'Dea, Esq., the committee's
attorney, has told the Observer the judge's decision was
unprecedented. Unsecured creditors are among the last to be repaid
in a bankruptcy case, with secured creditors and administrative
expense claims paid first.

The bankruptcy trustee, Elaine Rudisill, managing director of The
Finley Group, is investigating the EpiCentre's finances, looking
for money that should be recovered to pay off the project's debts,
the report notes.

The trustee may be reached at:

         Elaine Rudisill
         Associate
         THE FINLEY GROUP INC
         6100 Fairview Rd Ste 1220
         Charlotte, NC 28210-4267 USA
         Tel: (704) 375-7542
         Fax: (704) 342-0979
         E-mail: elaine@finleygroup.com

                       About Pacific Avenue

Pacific Avenue, LLC, is a North Carolina limited liability company
whose principal place of business is located in Charlotte, North
Carolina.  Together with Pacific Avenue II, LLC, the Company owns
and operates the EpiCentre, a mixed-use commercial development
consisting of approximately 302,000 rentable square feet of office
and retail/entertainment space, plus an underground parking deck,
located at 210 E. Trade St. in the city block surrounded by the
light rail line, Fourth Street, College Street, and Trade Street
in uptown Charlotte, North Carolina.  The companies were led by
Afshin Ghazi.

Pacific Avenue LLC filed for Chapter 11 bankruptcy protection
(Bankr. W.D. N.C. Case No. 10-32093) on July 22, 2010.  Joseph W.
Grier, III, Esq., at Grier, Furr & Crisp, P.A., assists the
Company in its restructuring effort.  The Company estimated up to
$50,000 in assets and $50 million to $100 million in debts in its
bankruptcy petition.

The Company's affiliate, Pacific Avenue II, filed a separate
Chapter 11 petition.

Linda W. Simpson, the U.S. Bankruptcy Administrator for the
Western District of North Carolina, appointed six members to the
official committee of unsecured creditors in the Chapter 11 case
of Pacific Avenue LLC.


PEAK BROADCASTING: Has Access to Cash Collateral Until March 2
--------------------------------------------------------------
On Feb. 2, 2012, the U.S. Bankruptcy Court for the District of
Delaware entered a final order granting Peak Broadcasting, LLC, et
al., permission to use cash collateral of the First Lien Agent and
the First Lien Lenders, the Second Lien Agent and the Senior
Second Lien Lenders, until March 2, 2012, pursuant to an approved
budget.

The Debtors will be in compliance with the approved budget if
cumulative expenditures measured on a cumulative basis from the
Petition date through any determination date do not exceed cash
disbursements by more than 5%.

As reported in the TCR on Jan. 25, 2012, as of the petition
date, the Debtors owed:

     -- $57.2 million principal amount under the first lien credit
        facility with General Electric Capital Corporation, as
        administrative Agent;

     -- $3.3 million principal amount under the senior second lien
        facility with DAG II, LLC, as agent to the senior second
        lien lenders; and

     -- $18 million under a second lien facility with D.B. Zwirn
        Special Opportunities Fund, LLC, as successor to Pacific
        Media Capital LLC, as agent to the second lien lenders.

As adequate protection of the interests of the First Lien Agent
and First Lien Lenders in all real and personal property of the
Debtors to the extent of any diminution in value of their
interests in the Pre-petition Collateral, the First Lien Agent,
for the benefit of itself and the First Lien Lenders, are granted
post-petition security interests in and liens on the Collateral
(the "First Adequate Protection Liens").  The first Adequate
Protection Liens will be junior only to: (A) Permitted Senior
Prior Liens; and (b) the Carve Out.  The First Adequate Protection
Liens will be senior to all other security interests in, liens on,
or claims against any of the Collateral

As adequate protection of the interests of the Senior Second Lien
Agent and the Senior Second Lien Lenders in the Pre-petition
Collateral to the extent of any diminituion in value, the Senior
Second Lien Agent, for the benefit of itself and the Senior Second
Lien Lenders, post-petition interests in and liens on the
Collateral (the "Senior Second Lien Adequate Protection Liens").

As adequate protection of the interests of the Second Lien Agent
and the Second Lien Lenders in the Pre-petition Collateral to the
extent of any diminituion in value, the Second Lien Agent, for the
benefit of itself and the Second Lien Lenders, post-petition
interests in and liens on the Collateral (the "Second Lien
Adequate Protection Liens").

As further adequate protection of the interests of the First Lien
Agent and the First Lien Lenders in the Pre-petition Collateral
against any diminution of value, the First Lien Agent and First
Lien Lenders are each granted on a final basis as and to the
extent provided by Section 507(b) of the Bankruptcy Code an
allowed superpriority administrative expense claims in each of the
cases (the "First Superpriority Claim").

As further adequate protection of the interests of the Senior
Second Lien Agent and Senior Second Lien Lenders in the Pre-
petition Collateral against any diminution of value, the Senior
Second Lien Agent and Senior Second Lien Lenders are each granted
on a final basis as and to the extent provided by Section 507(b)
of the Bankruptcy Code an allowed superpriority administrative
expense claims in each of the cases (the "Senior Second Lien
Superpriority Claim").

As further adequate protection of the interests of the Second Lien
Agent and the Second Lien Lenders in the Pre-petition Collateral
against any diminution of value, the Second Lien Agent and Second
Lien Lenders are each granted on a final basis as and to the
extent provided by Section 507(b) of the Bankruptcy Code an
allowed superpriority administrative expense claims in each of the
cases (the "Second Lien Superpriority Claim").

                      About PEAK Broadcasting

PEAK Broadcasting LLC, in Fresno, California, filed for Chapter 11
bankruptcy (Bankr. D. Del. Lead Case No. 12-10183) on Jan. 10,
2012.  PEAK Broadcasting, founded in 2006-2007, operates radio
stations in Fresno, California, and Boise, Idaho.

Several affiliates also sought Chapter 11 protection: Peak
Broadcasting of Fresno LLC; Peak Broadcasting of Boise LLC; Peak
Broadcasting of Fresno Licenses LLC; and Peak Broadcasting of
Boise Licenses LLC.  In its petition, Peak Broadcasting estimated
$50 million to $100 million in assets and debts.  The petition was
signed by Todd Lawley, CEO and managing member.

PEAK Broadcasting filed together with the petition a prepackaged
plan of reorganization.  The plan provides for payments to the
Company's employees, vendors and other unsecured creditors, and
for the business to continue in the ordinary course with no
disruption.  Judge Peter Walsh, who oversees the case, set a
hearing to confirm the prepack plan for Feb. 23.

Sheppard, Mullin, Richter & Hampton LLP serves as the Debtors'
Chapter 11 counsel.  Pachulski Stang Ziehl & Jones LLP serves as
their Chapter 11 local counsel.  Edinger Associates serves as
special counsel with matters involving the Debtors' Federal
Communications Commission licenses.


PEAK BROADCASTING: Can Hire Edinger Associates as Special Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Peak Broadcasting LLC, et al., permission to employ Edinger
Associates as special counsel, nunc pro tunc to the Petition Date.

As reported in the TCR on Jan. 24, 2012, Edinger Associates will
advise and assist the Debtors with matters involving their Federal
Communications Commission licenses.  The Debtors' prepackaged plan
of reorganization calls for the transfer of their FCC licenses to
a trust.

The firm will be paid at these hourly rates:

          Scott Woodworth               $300
          Ladd Johnson                  $300
          Brook Edinger                 $375

Mr. Woodworth attests that Edinger does not hold or represent any
interest adverse to the Debtors' estates, qualifying Edinger as a
"disinterested person" as that phrase is defined in Bankruptcy
Code Section 101(14).

Edinger has received payments from the Debtors during the year
prior to the Petition Date for $26,062, including the Debtors'
aggregate filing fees for these cases, in connection with its
pre-petition representation of the Debtors.  Edinger has been
paid current as of Jan. 8, 2012, and holds a pre-petition retainer
from the Debtors for $10,000.

                      About PEAK Broadcasting

PEAK Broadcasting LLC, in Fresno, California, filed for Chapter 11
bankruptcy (Bankr. D. Del. Lead Case No. 12-10183) on Jan. 10,
2012.  PEAK Broadcasting, founded in 2006-2007, operates radio
stations in Fresno, California, and Boise, Idaho.

Several affiliates also sought Chapter 11 protection: Peak
Broadcasting of Fresno LLC; Peak Broadcasting of Boise LLC; Peak
Broadcasting of Fresno Licenses LLC; and Peak Broadcasting of
Boise Licenses LLC.  In its petition, Peak Broadcasting estimated
$50 million to $100 million in assets and debts.  The petition was
signed by Todd Lawley, CEO and managing member.

PEAK Broadcasting filed together with the petition a prepackaged
plan of reorganization.  The plan provides for payments to the
Company's employees, vendors and other unsecured creditors, and
for the business to continue in the ordinary course with no
disruption.  Judge Peter Walsh, who oversees the case, set a
hearing to confirm the prepack plan for Feb. 23.

Sheppard, Mullin, Richter & Hampton LLP serves as the Debtors'
Chapter 11 counsel.  Pachulski Stang Ziehl & Jones LLP serves as
their Chapter 11 local counsel.  Edinger Associates serves as
special counsel with matters involving the Debtors' Federal
Communications Commission licenses.


PEAK BROADCASTING: Can Employ Pachulski Stang as Local Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Peak Broadcasting LLC, et al., permission to employ Pachulski
Stang Ziehl & Jones LLP as their Chapter 11 local counsel, nunc
pro tunc to the Petition Date.

As reported in the TCR on Jan. 24, 2012, the principal attorneys
and paralegals presently designated to represent the Debtors and
their current standard hourly rates are:

          Joshua M. Fried, Esq.                 $650
          Michael R. Seidl, Esq.                $575
          C. Margaret L. McGee (paralegal)      $245

Mr. Seidl, Esq., attests that Pachulski does not hold or represent
any interest adverse to the Debtors' estates, and is a
"disinterested person" as that phrase is defined in
Section 101(14) of the Bankruptcy Code.

Pachulski has received payments from the Debtors during the year
prior to the Petition Date in the amount of $49,283, including
the Debtors' aggregate filing fees for these cases, in connection
with its prepetition representation of the Debtors.

                      About PEAK Broadcasting

PEAK Broadcasting LLC, in Fresno, California, filed for Chapter 11
bankruptcy (Bankr. D. Del. Lead Case No. 12-10183) on Jan. 10,
2012.  PEAK Broadcasting, founded in 2006-2007, operates radio
stations in Fresno, California, and Boise, Idaho.

Several affiliates also sought Chapter 11 protection: Peak
Broadcasting of Fresno LLC; Peak Broadcasting of Boise LLC; Peak
Broadcasting of Fresno Licenses LLC; and Peak Broadcasting of
Boise Licenses LLC.  In its petition, Peak Broadcasting estimated
$50 million to $100 million in assets and debts.  The petition was
signed by Todd Lawley, CEO and managing member.

PEAK Broadcasting filed together with the petition a prepackaged
plan of reorganization.  The plan provides for payments to the
Company's employees, vendors and other unsecured creditors, and
for the business to continue in the ordinary course with no
disruption.  Judge Peter Walsh, who oversees the case, set a
hearing to confirm the prepack plan for Feb. 23.

Sheppard, Mullin, Richter & Hampton LLP serves as the Debtors'
Chapter 11 counsel.  Pachulski Stang Ziehl & Jones LLP serves as
their Chapter 11 local counsel.  Edinger Associates serves as
special counsel with matters involving the Debtors' Federal
Communications Commission licenses.


PEAK BROADCASTING: Can Employ Mullin Richter as Lead Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Peak Broadcasting LLC, et al., permission to employ Sheppard,
Mullin, Richter & Hampton LLP as Chapter 11 counsel, nunc pro tunc
to the Petition Date.

As reported in the TCR on Jan. 24, 2012, the principal Sheppard
Mullin attorneys who are presently designated to represent the
Debtors are partner Ori Katz and associate Robert K. Sahyan.
Their hourly rates are normally $620 and $455, respectively.

Sheppard Mullin has agreed to discounts its fees by 10%.  Other
Sheppard Mullin attorneys may render limited services on discrete
matters requiring their particular expertise or when the principal
attorneys are unavailable, and those other attorneys will be
subject to this 10% discount as well.

Sheppard Mullin has received payments from the Debtors during the
year prior to the Petition Date for $391,049 in connection with
its pre-petition representation of the Debtors.  Of this amount,
$331,596 was applied prepetition toward the payment of Sheppard
Mullin's fees and expenses incurred through the Petition Date.

Mr. Katz attests that Sheppard Mullin is a "disinterested person"
within the meaning of section 101(14) of the Bankruptcy Code.

                      About PEAK Broadcasting

PEAK Broadcasting LLC, in Fresno, California, filed for Chapter 11
bankruptcy (Bankr. D. Del. Lead Case No. 12-10183) on Jan. 10,
2012.  PEAK Broadcasting, founded in 2006-2007, operates radio
stations in Fresno, California, and Boise, Idaho.

Several affiliates also sought Chapter 11 protection: Peak
Broadcasting of Fresno LLC; Peak Broadcasting of Boise LLC; Peak
Broadcasting of Fresno Licenses LLC; and Peak Broadcasting of
Boise Licenses LLC.  In its petition, Peak Broadcasting estimated
$50 million to $100 million in assets and debts.  The petition was
signed by Todd Lawley, CEO and managing member.

PEAK Broadcasting filed together with the petition a prepackaged
plan of reorganization.  The plan provides for payments to the
Company's employees, vendors and other unsecured creditors, and
for the business to continue in the ordinary course with no
disruption.  Judge Peter Walsh, who oversees the case, set a
hearing to confirm the prepack plan for Feb. 23.

Sheppard, Mullin, Richter & Hampton LLP serves as the Debtors'
Chapter 11 counsel.  Pachulski Stang Ziehl & Jones LLP serves as
their Chapter 11 local counsel.  Edinger Associates serves as
special counsel with matters involving the Debtors' Federal
Communications Commission licenses.


PEAK BROADCASTING: Court Approves FCC Trust Agreement
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has (1)
approved the FCC Trust Agreement (under which Peak Broadcasting
LLC's broadcasting and other licenses issued by the Federal
Communications Commission will be transferred to a trust pursuant
to the Debtors' prepackaged plan of reorganization) and (2)
authorized the Debtors to execute all agreements relating to the
FCC Trust Agreement, including, without limitation, the Time
Brokerage Agreement.

The Debtors are authorized, but not directed, to appoint Claudia
Siegle Horn as Trustee of the FCC Trust, to serve in that position
in accordance with the terms of the FCC Trust Agreement.

As reported in the TCR on Jan 24, 2012, on the Petition Date, the
Debtors filed a Joint Plan of Reorganization and a related
disclosure statement.  The Plan is the product of extensive good-
faith, arm's length negotiations between the Debtors and their
primary stakeholders, including General Electric Capital
Corporation, for itself and as agent for the Debtors' pre-petition
first lien lenders, and Oaktree Capital Management, L.P., a key
First Lien Lender.  GE, Oaktree and their affiliates own 75% in
the aggregate of the outstanding first lien debt claims.

The Debtors also negotiated the terms of the Plan with members of
the Debtors' Senior Second Lien Lenders and Junior Second Lien
Lenders.  The lenders' support for the Plan is evidenced by the
Restructuring Support Agreement, dated Oct. 12, 2011, and as
amended on Dec. 30, 2011.  The Plan preserves the Debtors'
business as a going concern, and provides for the consensual
elimination of roughly $85 million to $90 million in pre-petition
secured debt.  The Restructuring Support Agreement, as amended,
requires the Debtors to consummate the Plan by no later than
Feb. 29, 2012, to prevent the Debtors from languishing in
bankruptcy.

The Debtors seek to expeditiously consummate the Plan to mitigate
the substantial costs and burdens of administering a Chapter 11
case.  But, before the Debtors may consummate the Plan, and to
effect the Debtors' post-emergence corporate structure, the
Debtors must obtain Federal Communications Commission approval for
the assignment or transfer of the FCC License Assets.  The Debtors
said securing the Court's approval now of the FCC Trust Agreement,
and authorization to appoint the Trustee, will accelerate the
FCC's consideration of the transactions contemplated under the
Plan, including the assignment or transfer of the FCC License
Assets.  The Supporting Lenders support the Court granting the
Debtors' request.

                      About PEAK Broadcasting

PEAK Broadcasting LLC, in Fresno, California, filed for Chapter 11
bankruptcy (Bankr. D. Del. Lead Case No. 12-10183) on Jan. 10,
2012.  PEAK Broadcasting, founded in 2006-2007, operates radio
stations in Fresno, California, and Boise, Idaho.

Several affiliates also sought Chapter 11 protection: Peak
Broadcasting of Fresno LLC; Peak Broadcasting of Boise LLC; Peak
Broadcasting of Fresno Licenses LLC; and Peak Broadcasting of
Boise Licenses LLC.  In its petition, Peak Broadcasting estimated
$50 million to $100 million in assets and debts.  The petition was
signed by Todd Lawley, CEO and managing member.

PEAK Broadcasting filed together with the petition a prepackaged
plan of reorganization.  The plan provides for payments to the
Company's employees, vendors and other unsecured creditors, and
for the business to continue in the ordinary course with no
disruption.  Judge Peter Walsh, who oversees the case, set a
hearing to confirm the prepack plan for Feb. 23.

Sheppard, Mullin, Richter & Hampton LLP serves as the Debtors'
Chapter 11 counsel.  Pachulski Stang Ziehl & Jones LLP serves as
their Chapter 11 local counsel.  Edinger Associates serves as
special counsel with matters involving the Debtors' Federal
Communications Commission licenses.


PENN CAMERA: Calumet Assumes Three Store Locations for $600,000
---------------------------------------------------------------
Danielle Douglas at The Washington Post, citing court documents,
reports that a bankruptcy judge allowed Calumet Photographic to
assume all three locations of Penn Camera Exchange for $600,000.

According to the report, under the terms of the sales agreement,
Calumet will assume the assets and leases for the remaining stores
in Rockville, Tysons Corner and on E Street NW.  Calumet will
continue to operate under the Penn Camera banner.  The purchase
price includes $250,000 in cash at closing and a $350,000
promissory note due in six months. The buyer has also assumed up
to $100,000 of gift card liability.

The report relates that no decision has been reached on whether
Penn Camera president Jeffrey Zweig, whose family founded the
company 58 years ago, will remain.  Members of the Zweig family
referred all questions to Calumet.

                         About Penn Camera

Founded in 1953, Penn Camera -- http://www.penncameras.com/-- was
known for its wide selection of photography equipment, classes and
technicians.  Based in Beltsville, Maryland, Penn Camera Exchange,
Inc., which does business as Penn Camera, Penn Camera Exch, and
Penn Camera Exchange, filed for Chapter 11 bankruptcy (Bankr. D.
Md. Case No. 12-10113) on Jan. 4, 2012.  Judge Paul Mannes
presides over the case.  Nelson C. Cohen, Esq., at Zuckerman
Spaeder LLP, serves as the Debtor's counsel.  Penn Camera
scheduled assets of $4,050,487 and liabilities of $4,402,910.  The
petition was signed by Jeffrey Zweig, president.

Penn Camera closed five of its stores around Washington before the
Chapter 11 filing.  It sold the inventory in the remaining three
stores in bankruptcy court-sanctioned going-out-of-business sales
ran by Great American Group.  The agreement calls for Great
American to receive a fee of 5% of gross inventory sales and 25%
of fixtures.


PBS LUMBER: Files for Chapter 11 in Alexandria
----------------------------------------------
PBS Lumber Manufacturing, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. W.D. La. Case No. 12-80143) on Feb. 8, 2012, in
Alexandria, Louisiana.

PBS Lumber, owner of a lumber mill in Winnfield, Louisiana,
estimated $10 million to $50 million in assets and liabilities.
Debt includes $2 million on a fully drawn revolving credit,
$2.6 million on a term loan, and $16.9 million on a subordinated
term loan.

According to Bloomberg News, the Company said in a court filing
that the mill is capable of turning out as many as 120 million
board feet of lumber a year on two shifts.  Until recently, the
price of lumber had been slightly less than the cost of
production, before interest expense, the company said in a court
filing.  Revenue in the first nine months of 2011 was about $14
million, PBS told the judge.

The majority owner, Freestone Sawmill Partners III LP, is offering
to provide $600,000 in financing for the Chapter 11 effort.

A copy of the company's list of 20 largest unsecured creditors is
available at http://bankrupt.com/misc/lawb12-80143.pdf


PJ FINANCE: Court Expands E&Y Employment to Include Auditing Svcs.
------------------------------------------------------------------
On Feb. 7, 2012, the U.S. Bankruptcy Court for the District of
Delaware approved the motion of PJ Finance Company, LLC, et al.,
expanding the scope of employment of Ernst & Young LLP to include
auditing services for the year ended Dec. 31, 2011, pursuant to
the terms and conditions set forth in the Dec. 16, 2011 Engagement
Letter, nunc pro tunc to Dec. 16, 2011.

                        About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance and various affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-10688) on March 7,
2011.  Matthew L. Hinker, Esq., at Greenberg Traurig, LLP, in
Wilmington, Delaware; and Michelle E. Marino, Esq., and Stuart M.
Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware, serve
as bankruptcy counsel.  Ernst & Young LLP serves as the Debtors'
independent auditors.  Kurtzman Carson Consultants, LLC, is the
Debtors' claims and notice agent.  An official committee of
unsecured creditors has been named in the case.  Christopher A.
Jarvinen, Esq., Janine M. Cerbone, Esq., Joseph Orbach, Esq., and
Mark T. Power, Esq., at Hahn & Hessen LLP, in New York, N.Y.
represent the committee as lead counsel.  Kimberly A. Brown, Esq.,
Matthew B. McGuire, Esq., and Richard Scott Cobb, Esq., at Landis
Rath & Cobb, in Wilmington, Del., serve as the Committee's
local counsel.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).

On Jan. 26, 2012, the Bankruptcy Court approved the First Amended
Disclosure Statement explaining P.J. Finance Company, LLC, et al.,
and the Official Committee of Unsecured Creditors' First Amended
Joint Plan of Reorganization, dated Jan. 25, 2012.  The hearing to
consider confirmation of the Plan will be held on Feb. 27, 2012,
at 9:00 a.m.


POST STREET: Post Investors Wants Revisions in New Loan Deal
------------------------------------------------------------
Secured creditor Post Investors, LLC, asks the U.S. Bankruptcy
Court for the Northern District of California to deny approval of
the new loan documents submitted by Post Street, LLC, and Post 240
Partners, L.P.

Post Investors explains that the Debtors' proposed new loan
documents that they seek to implement as part of the confirmation
of the Debtors' Plan of Reorganization are overreaching and make
extensive unnecessary changes to the loan documents.  Further, the
modifications are part of the Debtors' plan to exclusively benefit
Stanley Gribble, who now controls both Debtors, at the expense of
Post Investors.

Specifically, Post Investors asks that the Court that:

   1. the Debtors must not be allowed to remove certain industry
   standard terms from the loan;

   2. the Debtors' new loan documents attempt to improperly
   release the guarantors from their obligations;

   3. the Debtors have made unnecessary changes in the new loan
   documents.

Post Investors requests that these be added to the loan agreement,
among other things:

   -- a requirement that prepayment be made on a specific payment
   date or that interest through the next payment date accompany
   any prepayment not made on the payment date; and

   -- delete the provision that allows to make transfers of 75%
   ownership.

A full-text copy of the requested terms to the loan agreement is
available for free at:

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

                       About Post Street LLC

Post Street LLC, based in San Francisco, California, filed for
Chapter 11 bankruptcy (Bankr. Case No. 11-32255) on June 15, 2011.
Judge Thomas E. Carlson presides over the case.  Jeffrey C.
Krause, Esq., Eric D. Goldberg, Esq., H. Alexander Fisch, Esq.,
and Michael S. Neumeister, Esq., at Stutman, Treister and Glatt,
in Los Angeles, serves as the Debtor's bankruptcy counsel.
Nossaman LLP serves as special litigation counsel.  In its amended
schedules, the Debtor disclosed assets of $280,815 plus unknown
amount and liabilities of $56,092,852 as of the Chapter 11 filing.
The petition was signed by Stanley W. Gribble, authorized agent.

Affiliate Post 240 Partners, LP, aka Festival Retail Fund 1 228
Post Street, LP, filed for Chapter 11 bankruptcy (Bank. N.D.
Calif. Case No. 11-33788) on Oct. 19, 2011.  The Debtor estimated
both assets and debts of $50 million to $100 million.

Post Street, LLC, and Post 240 Partners, L.P., own 34.41% and
65.59% tenant in common interests, respectively, in a building
located at 228-240 Post Street, Union Square, San Francisco.


QUANTUM CORP: Reports $3.9 Million Net Income in Dec. 31 Quarter
----------------------------------------------------------------
Quantum Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting net income
of $3.91 million on $173.49 million of total revenue for the three
months ended Dec. 31, 2011, compared with net income of $5.86
million on $176.22 million of total revenue for the same period a
year ago.

The Company reported net income of $2.24 million on
$492.06 million of total revenue for the nine months ended Dec.
31, 2011, compared with net income of $6.19 million on $507.17
million of total revenue for the same period during the prior
year.

The Company's balance sheet at Dec. 31, 2011, showed $415.19
million in total assets, $456.93 million in total liabilities and
a $41.73 million total stockholders' deficit.

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

                         http://is.gd/tYFIgu

                         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.

                          *     *     *

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.


QUANTUM CORP: BlackRock Discloses 5% Equity Stake
-------------------------------------------------
BlackRock, Inc., disclosed in a Schedule 13G filing with the U.S.
Securities and Exchange Commission that, as of Dec. 30, 2011, it
beneficially owns 11,807,226 shares of common stock of Quantum
Corp representing 5.05% of the shares outstanding.  A full-text
copy of the filing is available for free at http://is.gd/Wi0b5M

                        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 Dec. 31, 2011, showed $415.19
million in total assets, $456.93 million in total liabilities and
a $41.73 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.


RANCHER ENERGY: Appoints Borgers & Cutler as Independent Auditors
-----------------------------------------------------------------
On Feb. 3, 2012, the Board of Directors of Rancher Energy
Corporation dismissed the Company's independent registered public
accountant, Hein and Associates LLP.

On Feb, 3, 2012, the Company's Board of Directors approved the
appointment of Borgers & Cutler CPA's PLLC, as the Company's
independent registered public accountant.  The action to engage
new auditors was approved by the Company's Board of Directors, as
the Company does not have an audit committee.

The Company discloses that inn connection with the audits of the
fiscal years ended March 31, 2011, and 2010, and through Feb. 3,
2012, no disagreements exist with Hein and Associates LLP on any
matter of accounting principles or practices, financial statement
disclosure, internal control assessment, or auditing scope or
procedure, which disagreements if not resolved to the
satisfaction of Hein and Associates LLP have caused them to make
reference in connection with their report to the subject of the
disagreements.

The audit reports from Hein and Associates LLP for the fiscal
years ended March 31, 2011, and 2010, contained an opinion which
included a paragraph discussing uncertainties related to the
continuation of the Company as a going concern, but did not
include a disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principles.

                       About Rancher Energy

Denver, Colorado-based Rancher Energy Corp. (OTC BB: RNCHQ)
-- http://www.rancherenergy.com/-- is an independent energy
company that explores for and develops produces, and markets oil
and gas in North America.  Through March 2011, the Company
operated four oil fields in the Powder River Basin, Wyoming.

Effective March 1, 2011, the Company sold all of its oil and gas
properties, which has allowed it to eliminate the majority of its
debt and also provide financial resources during its continuing
reorganization.

The Company was formerly known as Metalex Resources, Inc., and
changed its name to Rancher Energy Corp. in 2006.  Rancher Energy
Corp. was incorporated in the State of Nevada on Feb. 4, 2004.

Rancher Energy filed for Chapter 11 bankruptcy protection on
Oct. 28, 2009 (Bankr. D. Colo. Case No. 09-32943).  Herbert A.
Delap, Esq., who has an office in Denver, Colorado, assists the
Debtor in its restructuring effort.  In its petition, the Company
estimated assets and debts of between $10 million and $50 million
each.

The Company sold substantially all of its assets effective
March 1, 2011.

As reported in the TCR on March 25, 2011, the Company delivered to
the Bankruptcy Court a first amended Chapter 11 plan of
reorganization, and first amended disclosure statement explaining
that plan.


R.E. LOANS: Class Plaintiffs Want Case Move from Dallas to Calif.
-----------------------------------------------------------------
Gordon Noble and Arlene Dea Deeley, in their capacity for
Plaintiffs in the pending civil action entitled Noble, et al v.
B-4 Partners, LLC, et al, and as creditors in the Chapter 11 cases
of R.E. Loans, LLC, et al., ask the U.S. Bankruptcy Court for the
Northern District of Texas to transfer venue of the Debtors' cases
from this Court to the U.S. Bankruptcy Court for the Northern
District of California, Oakland Division.

In support of the motion, the Class Plaintiffs state:

1. The witnesses, parties, related litigation and pertinent law
affecting the bankruptcy cases going forward from this point are
centered in Northern California, and in the interests of practical
convenience, fair access to justice and judicial efficiency, the
bankruptcy cases should be administered and resolved in the
Oakland Bankruptcy Court.

2. Six other related cases involving affiliates of the Debtors are
already pending in the Oakland Bankruptcy Court, and the interests
of judicial economy and the need to avoidance of inconsistent
decisions, weigh heavily in favor of allowing one Court, the
Oakland Bankruptcy Court, to handle all related matters, including
the bankruptcy cases.

3. The Debtors' venue choice was apparently dictated by Wells
Fargo Capital Finance, LLC, which agreed to provide post-petition
financing only if the petitions were filed in this Court.  The
stated basis for venue in this Court was the fact that original
notes signed by RE Loans' borrowers are held in Wells Fargo's
vault, which happens to be located in Dallas, Texas.

4. The Debtors themselves, and virtually all of their creditors,
have strong ties to Northern California.  Specifically, the
Debtors conducted all of their business operations from their
shared offices in the Oakland, California area.  The
Debtor's schedules list approximately 3,000 noteholders, of which
only a handful have Texas addresses, with the vast majority of
them located in California.  Each of the twenty largest
noteholders, holding nearly $85,000,000 of notes in the aggregate,
live in California. Even Wells Fargo, the lender that insisted on
initial venue in this Court, is based in California.

5. Most importantly, most of the creditors with the most at stake
-- thousands of noteholders owed nearly $750,000,000 -- are
primarily located in Northern California.  With the completion of
initial Chapter 11 administrative matters, resolution of a related
jurisdictional motion in the Oakland Bankruptcy Court, and the
decision of the Official Committee of Note Holders appointed in
the bankruptcy cases to seek transfer of venue, it is the
appropriate time to transfer the Bankruptcy Cases.

About R.E. Loans

R.E. Loans, LLC, was, for many years, in the business of providing
financing to home builders and developers of real property.  R.E.
Future LLC and Capital Salvage own the real property obtained
following foreclosure proceedings initiated by R.E. Loans against
its borrowers.  R.E. Loans is the sole shareholder of Capital
Salvage and the sole member of R.E. Future.  B-4 Partners LLC is
the sole member of R.E. Loans.  As a result of the multiple
defaults by R.E. Loans' borrowers, R.E. Loans has transitioned
from being a lender to becoming a property management company.

Lafayette, California-based R.E. Loans, R.E. Future and Capital
Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011.  Judge
Barbara J. Houser presides over the case.  Stutman, Treister &
Glatt Professional Corporation, in Los Angeles, and Gardere, Wynne
Sewell LLP, in Dallas, represent the Debtors as counsel.  James A.
Weissenborn at Mackinac serves as R.E. Loans' chief restructuring
officer.  The Debtors tapped Hines Smith Carder as their
litigation and outside general counsel.  The Debtors tapped
Alixpartners, LLP as noticing agent, and Latham & Watkins LLP as
special counsel in real estate matters.  R.E. Loans disclosed
$713,622,015 in assets and $886,002,786 in liabilities as of the
Chapter 11 filing.

Akin Gump Strauss Hauer & Feld LLP, in Dallas, represents
the Official Committee of Note Holders as counsel.


REAL MEX: Duff & Phelps OK'd as Committee Financial Advisor
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of Real Mex Restaurants, Inc., et al., to retain Duff &
Phelps Securities, LLC as its financial advisor.

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

The Debtors will have no obligation to indemnify D&P, or provide
contribution or reimbursement to D&P, for any claim or expense.

                          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: Trustee Names Luis Salazar as Consumer Privacy Ombudsman
------------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, notified the U.S.
Bankruptcy Court for the District of Delaware that

         Luis Salazar
         Infante Zumpanoh
         500 S. Dixie Highway, Suite 302
         Coral Gables, FL 33146
         Tel: (305) 539-3814

is appointed as the consumer privacy ombudsman in the Chapter 11
cases of Real Mex Restaurants, Inc., et al.

The consumer privacy ombudsman may appear and be heard at hearing
and will provide the court information to assist the Court in its
consideration of the facts, circumstances, and conditions of the
proposed sale or lease of personally identifiable information
under Section 363(b)(1)(B).  The information may include
presentation of --

   1) the Debtor's privacy policy;

   2) the potential losses or gains of privacy to consumers if the
      sale or such lease is approved by the Court;

   3) the potential costs or benefits to consumers if the sale or
      the lease is approved by the Court; and

   4) the potential alternatives that would mitigate potential
      privacy losses or potential costs to consumers.

The Court also ordered that a consumer privacy ombudsman will not
disclose any personally identifiable information obtained by the
ombudsman under the title.

                          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: Tennenbaum, JPMorgan & Z Capital Tie-Up Leads Auction
---------------------------------------------------------------
Kari Hamanaka at Orange County Business Journal reports that Real
Mex Restaurants Inc. identified a bid from RM Opco LLC as the
frontrunner in its bankruptcy auction.  Real Mex and its creditors
are in talks to finalize the bid and terms of the purchase.

According to the report, RM Opco is made up of Santa Monica-based
investment manager Tennenbaum Capital Partners LLC, JP Morgan
Investment Management Inc. in New York, and Lake Forest, Ill.-
based Z Capital Partners LLC.

According to the report, Real Mex executives selected RM Opco's
bid over another from La Palma-based Friendly Franchisees Corp.
The report says a final decision by the bankruptcy court was
expected on Feb. 10, 2012.  Terms of Friendly Franchisee's bid
were not available in the most recent court documents.

Z Capital and Washington D.C.-based asset manager Carlyle Group
bought Salt Lake City, Utah-based Mrs. Fields Famous Brands LLC,
which also owned the TCBY frozen yogurt chain, in December.

The report relates that RM Opco said they intend to continue a
marketing strategy for Real Mex that started last year and has
included restaurant and menu redesigns along with new advertising.

The report notes RM Opco would take an 85% stake in the company if
the bid is approved.

Meanwhile, Dow Jones' DBR Small Cap reports that after months of
firging off warnings, unsecured creditors say their prediction has
come true: Real Mex Restaurants Inc. is poised to sell its assets
to a group of noteholders in a deal that would leave the
bankruptcy estate insolvent and the creditors empty-handed.

                          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.


REGAL ENTERTAINMENT: Fitch Affirms Issuer Default Rating at 'B+'
----------------------------------------------------------------
Fitch Ratings has affirmed the 'B+' issuer default rating (IDR) of
Regal Entertainment Group (Regal) and Regal Cinemas Corporation
(Regal Cinemas).  The Outlook is Stable.

Regal demonstrated its ability to manage costs and maintain EBITDA
margins of 17% for the last twelve months ended September 2011,
despite attendance declines.  Fitch believes that attendance could
grow in the low single digits in 2012, driving revenue growth in
the mid single digits and EBITDA growth in the mid to high single
digits.

As of Sept. 29, 2011, liquidity consisted of $179 million in cash
and $82 million of availability (reduced by $3 million in letters
of credit), under Regal Cinemas $85 million revolving credit
facility due May 2015.  There are no significant maturities until
2017 when the term loan facility comes due.

Fitch calculated free cash flow (FCF) for latest 12 months ended
September 2011 was a negative $62.1 million (including an
extraordinary dividend declared in Q4 2010 of $216 million).
Fitch expects 2012 FCF, before any extraordinary dividends, to be
in the range of $125 to $175 million. The company does not have
any pension obligations.

As of Sept. 29, 2011, gross debt totaled $1.9 billion and was made
up of Regal Cinemas' $1 billion secured term loans (due 2017) and
$400 million unsecured notes (due 2019) and Regal's $525 million
unsecured notes (due 2018).  Fitch calculates Regal's consolidated
lease adjusted gross leverage at 5.2x and unadjusted gross
leverage at 4.4x.  Fitch expects unadjusted gross leverage to
gradually decline over the next few years, but remain above 3.75x.

Regal's Recovery Ratings reflect Fitch's expectation that the
enterprise value of the company and, hence, recovery rates for its
creditors, will be maximized in a restructuring scenario (as a
going concern) rather than a liquidation.  Fitch estimates a
distressed enterprise valuation of $1.8 billion, using a 5x
multiple and including an estimate for Regal's 20% stake in
National CineMedia, LLC of approximately $180 million.  Based on
this enterprise valuation, which is before any administrative
claims, overall recovery relative to total current debt
outstanding is approximately 90%.

The 'RR1' Recovery Rating for the company's credit facilities
reflects Fitch's belief that 91% -- 100% expected recovery is
reasonable.  While Fitch does not assign Recovery Ratings for the
company's operating lease obligations, it is assumed the company
rejects only 30% of its remaining $3.4 billion in operating lease
commitments due to their significance to the operations in a
going-concern scenario and is liable for 15% of those rejected
values (at a net present value).  While Fitch's recovery analysis
shows the potential for full recovery for Regal Cinemas' senior
unsecured notes (equal in ranking to the rejected operating
leases), Fitch's criteria caps the Recovery Ratings for senior
unsecured debt at 'RR2'.  The 'RR6' assigned to Regal's senior
unsecured notes reflects the structural subordination of the notes
and Fitch's expectation for nominal recovery.

Fitch has affirmed the following ratings:

Regal

  -- Issuer Default Rating (IDR) at 'B+';
  -- Senior unsecured notes at 'B-/RR6'.

Regal Cinemas

  -- IDR at 'B+';
  -- Senior secured credit facility at 'BB+/RR1';
  -- Senior unsecured notes at 'BB/RR2'.

The Rating Outlook is Stable.


REYNOLDS GROUP: Moody's Affirms 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Reynolds Group
Holdings Limited's proposed $750 million new senior unsecured
notes due 2019. Moody's also affirmed Reynolds B2 corporate family
rating. The ratings outlook is negative. Additional instrument
ratings are detailed below.

The company will use the net proceeds of the offering to redeem
and discharge the $13.6 million outstanding aggregate principal
amount of the Graham Packaging 8.25% Senior Notes due 2017, the
$19.4 million outstanding aggregate principal amount of the Graham
Packaging 8.25% Senior Notes due 2018 and the $354.5 million
outstanding aggregate principal amount of the Graham Packaging
9.875% Senior Subordinated Notes due 2014 and to redeem, repay
and/or discharge the $249.3 million outstanding aggregate
principal amount of the Pactiv 5.875% Notes due 2012. The
remaining proceeds will be used for general corporate purposes.

Following completion of the offering and the redemption and
discharge of the Graham Packaging Notes, Graham Holdings and
certain of its subsidiaries will guarantee the notes, the Existing
Notes, the 2007 Notes and Moody's Senior Secured Credit
Facilities.

Moody's took these rating actions:

Reynolds Group Holdings Limited

-Affirmed B2 CFR

-Affirmed B2 PDR

The ratings outlook is negative

Reynolds Group Holdings Inc

-Affirmed Ba3 (LGD 2, 27% from 26%) rating on US $2,000M Senior
Secured Term Loan due 8/9/2018

-Affirmed Ba3 (LGD 2, 27% from 26%) rating on EUR 80M Senior
Secured Revolving Credit Facility due 11/5/2014

-Affirmed Ba3 (LGD 2, 27% from 26%) rating on US $120M Senior
Secured Revolving Credit Facility due 11/5/2014

-Affirmed Ba3 (LGD 2, 27% from 26%) rating on US $2,325M Senior
Secured Term Loan in 2/9/2018

-Affirmed Ba3 (LGD 2, 27% from 26%) rating on EUR 250M Senior
Secured Term Loan E in 2/9/2018

Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds
Group Issuer (Luxembourg) S.A.,

-Assigned Caa1 (LGD 5, 79%) to new US $750M Senior Unsecured Notes
due 2019

-Affirmed Ba3 (LGD 2, 27% from 26%) rating on US $1,500M 7.875%
Senior Secured Notes due 8/15/2019

-Affirmed Caa1 (LGD 5, 79% from 77%) rating on US $1,000M 9.875%
Senior Unsecured Notes due 8/15/2019

-Affirmed Ba3 (LGD 2, 27% from 26%) rating on US $1,125M 7.750%
Senior Secured Notes due 10/15/2016

-Affirmed Ba3 (LGD 2, 27% from 26%) rating on EUR 450M 7.750%
Senior Secured Notes due 10/15/2016

-Affirmed Ba3 (LGD 2, 27% from 26%)rating on US $1,500M 7.125%
Senior Secured Notes due 04/15/2019

-Affirmed Ba3 (LGD 2, 27% from 26%) rating on US $1,000M 6.875%
Senior Secured Notes due 02/15/2021

-Affirmed Caa1 (LGD 5, 79% from 77%) rating on US $1,000M 8.500%
Senior Unsecured Notes due 05/15/2018

-Affirmed Caa1 (LGD 5, 79% from 77%) rating on US $1,500M 9.000%
Senior Unsecured Notes due 04/15/2019

-Affirmed Caa1 (LGD 5,79% from 77%) rating on US $1,000M 8.250%
Senior Unsecured Notes due 02/15/2021

Beverage Packaging Holdings (Lux) II S.A.

-Affirmed Caa1 (LGD 5,79% from 77%) rating EUR 480M 8.000% Senior
Unsecured Notes due 12/15/2016

-Affirmed Caa1 (LGD 6, 96%) EUR 420M 9.5% Sr. Subordinated Notes
due 06/15/2017

Pactiv Corporation

-Affirmed Caa1 (LGD 6, 93%) rating on US $250M 5.875% Notes due
07/15/2012 (To be withdrawn after transaction is completed)

-Affirmed Caa1 (LGD 6, 94% from 93%) rating on US $300M 8.125%
Bonds due 06/15/2017

-Affirmed Caa1(LGD 6, 94% from 93%) rating on US $250M 6.400%
Notes (approximately $16M outstanding) due 01/15/2018

-Affirmed Caa1 (LGD 6, 94% from 93%) rating on US $276.79M 7.950%
Bonds due 12/15/2025

-Affirmed Caa1 (LGD 6, 94% from 93%) rating on US $200M 8.375%
Notes due 04/15/2027

Graham Packaging Company L.P.

-Affirmed Caa1 (LGD 5, 77%) rating on $253.38M (approximately $14
million outstanding) Senior Unsecured Notes due 1/1/2017 (To be
withdrawn after transaction is completed)

-Affirmed Caa1 (LGD 5, 77%) rating on $250M (approximately $19
million outstanding) Senior Unsecured Notes due 10/1/2018 (To be
withdrawn after transaction is completed)

-Affirmed Caa1 (LGD 6, 96%) on $355 million Senior Subordinated
Notes due 10/7/2014 (To be withdrawn after transaction is
completed)

RATINGS RATIONALE

The B2 corporate family rating reflects RGHL's weak pro-forma
credit metrics, integration risk and limited operating history for
the combined entity. The rating and outlook also reflect the
company's lengthy raw material cost pass-through provisions,
concentration of sales within certain segments and
acquisitiveness/financial aggressiveness. Additionally, the
company has a complex capital and organizational structure and is
owned by a single individual. Pro-forma leverage and debt to
revenue are high at over 6.0 times and 100% respectively
(excluding synergies and including Moody's standard adjustments)
leaving the company little room within the rating category for
negative operating or integration variance. Additionally, pro-
forma EBIT to interest coverage is approximately 1 time and the
company has a significant percentage of variable rate debt. RGHL
is still integrating a large acquisition (Graham Packaging in
September 2011) and several smaller acquisitions. The company has
only been operating as a combined entity since 2007 and
approximately 35% of pro-forma revenues are from business which
were acquired less than one year ago.

Strengths in the company's profile include anticipated positive
free cash generation and management's commitment to dedicate free
cash flow to debt reduction over the intermediate term and refrain
from further significant acquisition activity. Strengths in the
company's profile also include its strong brands and market
positions in certain segments, scale and high percentage of blue-
chip customers. Despite the anticipated significant increase in
interest and other expenses, RGHL is anticipated to continue to
generate some level of free cash flow which management has pledged
will be applied to debt reduction. Synergies from Pactiv, Graham
and Dopaco (recently acquired) are expected to help bolster free
cash generation. The company has strong brands and market
positions and there are some switching costs for customers in
certain segments. Many of RGHL's businesses had a history of
strong execution and innovation prior to their acquisition and
much of the existing management teams were retained. Scale, as
measured by revenue, is significant for the industry and helps
RGHL lower its raw material costs. The company also has high
exposure to food and beverage packaging. RGHL is also expected to
have adequate pro-forma liquidity including adequate cushion under
its financial covenants following the credit facility amendment.

The negative rating outlook reflects the company's stretched
financial metrics, integration risk and limited room for negative
operating or integration variance.

The ratings could be downgraded if the company fails to improve
credit metrics on a sustainable basis, undertakes further
significant acquisitions and/or continues its aggressive financial
policies. The ratings could also be downgraded if there is
deterioration in the operating and competitive environment and/or
the company fails to maintain adequate liquidity including ample
cushion under financial covenants. Specifically, the ratings could
be downgraded if debt to EBITDA remained above 6.0 times, EBIT to
interest expense declined below 1.5 times, free cash flow to debt
declined below the low single digits, and/or the EBIT margin
decreased to below the high single digits.

The rating could be stabilized if the company sustainably improves
its credit metrics within the context of a stable operating and
competitive environment, maintains adequate liquidity including
ample cushion under financial covenants and pursues less
aggressive financial policies. Specifically, RGHL would need to
improve debt to EBITDA to below 6.0 times, EBIT to interest
expense to at least 1.5 times and free cash flow to debt to the
mid single digits while maintaining the EBIT margin in the high
single digits.

The principal methodology used in rating Reynolds Group Holdings
Limited was the Global Packaging Manufacturers: Metal, Glass, and
Plastic Containers Industry Methodology published in June 2009.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


ROBERTSON KENNELS: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Robertson Kennels, Inc.
        8725 Little Willow Road
        Payette, ID 83661

Bankruptcy Case No.: 12-00216

Chapter 11 Petition Date: February 8, 2012

Court: U.S. Bankruptcy Court
       District of Idaho (Boise)

Judge: Terry L. Myers

Debtor's Counsel: D. Blair Clark, Esq.
                  LAW OFFICES OF D. BLAIR CLARK PLLC
                  1513 Tyrell Lane, Suite 130
                  Boise, ID 83706
                  Tel: (208) 475-2050
                  Fax: (208) 475-2055
                  E-mail: dbc@dbclarklaw.com

Scheduled Assets: $1,467,425

Scheduled Liabilities: $486,462

The Company's list of its three largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/idb12-00216.pdf

The petition was signed by Richard A. Robertson, Sr., president.


ROTECH HEALTHCARE: Jefferies Discloses 5.3% Equity Stake
--------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Jefferies High Yield Trading, LLC, and its
affiliates disclosed that, as of Dec. 31, 2011, they beneficially
own 1,368,000 shares of common stock of Rotech Healthcare Inc.
representing 5.3% based on 25,905,852 shares outstanding at
Oct. 31, 2011.  A full-text copy of the filing is available at no
charge at http://is.gd/ljt22J

                     About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $4.20 million on
$496.42 million of net revenue for the year ended Dec. 31, 2010,
compared with a net loss of $21.08 million on $479.87 million of
net revenue during the prior year.

The Company reported a net loss of $6.31 million on $366.75
million of net revenues for the nine months ended Sept. 30, 2011,
compared with a net loss of $598,000 on $372.65 million of net
revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $281.71
million in total assets, $567.63 million in total liabilities,
$2.95 million in Series A convertible redeemable preferred stock,
and a $288.87 million total stockholders' deficiency.

                           *     *     *

In October 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Rotech Healthcare to 'B-' from 'CCC'.
The outlook is positive.

In the March 22, 2011, edition of the TCR, Standard & Poor's
Ratings Services said that it raised its corporate credit rating
to 'B' from 'B-' on Orlando, Fla.-based Rotech Healthcare Inc.,
following the completion of the company's $290 million second-lien
senior secured notes offering.  "The ratings on Rotech Healthcare
Inc. reflect the company's weak business risk profile,
incorporating Rotech's exposure to Medicare reimbursement
reductions for its products and services," said Standard & Poor's
credit analyst Jesse Juliano.  The rating also reflects the
company's highly leveraged financial risk profile.

As previously reported by the TCR on Jan. 13, 2012, Moody's
Investors Service lowered Rotech Healthcare Inc.'s Corporate
Family rating ("CFR") to B3 from B2 as a consequence of
weakening liquidity and worse than expected operating performance
in 2011 alongside only modest expectations for improvement in
2012.  The downgrade to B3 incorporates Moody's concerns regarding
the decline in Rotech's cash balance due to significant working
capital usage during 2011 and lower than expected growth in
EBITDA.


ROTECH HEALTHCARE: Joe Allbaugh Resigns from Board
--------------------------------------------------
Joe Allbaugh resigned as a director of Ecosphere Technologies,
Inc., on Feb. 5, 2012.  In his letter of resignation, Mr. Allbaugh
said, "I appreciate the opportunity to serve this company [and
its] shareholders... My very best wishes for continued success
with an incredible technology that I strongly support."

                    About Ecosphere Technologies

Stuart, Fla.-based Ecosphere Technologies, Inc. (OTC BB: ESPH)
-- http://www.ecospheretech.com/-- is a diversified water
engineering, technology licensing and environmental services
company that designs, develops and manufactures wastewater
treatment solutions for industrial markets.  Ecosphere, through
its majority-owned subsidiary Ecosphere Energy Services, LLC
("EES"), provides energy exploration companies with an onsite,
chemical free method to kill bacteria and reduce scaling during
fracturing and flowback operations.

As reported in the TCR on Mar 22, 2011, Salberg & Company, P.A.,
in Boca Raton, Fla., expressed substantial doubt about Ecosphere
Technologies' ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company has a net loss applicable to Ecosphere Technologies,
Inc. common stock of $22,237,207, and net cash used in
operations of $1,267,206 for the year ended Dec. 31, 2010, and a
working capital deficit, a stockholders' deficit and an
accumulated deficit of $5,459,051, $1,780,735 and $110,025,222,
respectively, at Dec. 31, 2010.  In addition, the Company has
redeemable convertible cumulative preferred stock that is eligible
for redemption at a redemption amount of $3,877,796 including
accrued dividends as of Dec. 31, 2010.

The Company also reported a net loss of $5.53 million on
$12.80 million of total revenues for the nine months ended Sept.
30, 2011, compared with a net loss of $18.80 million on
$6.42 million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$9.49 million in total assets, $7.01 million in total liabilities,
$3.95 million in total redeemable convertible cumulative preferred
stock, and a $1.47 million total stockholders' deficit.


RYLAND GROUP: Invesco Discloses 11.3% Equity Stake
--------------------------------------------------
Invesco Ltd. disclosed in an amended Schedule 13G filing with the
U.S. Securities and Exchange Commission that, as of Jan. 31, 2012,
it beneficially owns 5,020,071 shares of common stock of The
Ryland Group, Inc., representing 11.3% of the shares outstanding.
A full-text copy of the filing is available at http://is.gd/CNZ5YN

                        About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

The Company reported a net loss of $51.56 million on $628.98
million of total revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $66 million on $786.88 million
of total revenues for the same period during the prior year.

The Company reported a net loss of $50.75 million on $890.73
million of total revenues for the 12 months ended Dec. 31, 2011,
compared with a net loss of $85.14 million on $1 billion of total
revenues during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $1.57 billion
in total assets, $1.09 billion in total liabilities, and
$483.91 million in total equity.

                           *     *     *

As reported by the Troubled Company Reporter on June 21, 2010,
Fitch Ratings has affirmed Ryland Group, Inc.'s ratings -- Issuer
Default Rating at 'BB'; and Senior unsecured debt at 'BB'.  The
Rating Outlook has been revised to Stable from Negative.

Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3"
probability of default rating, "Ba3" senior unsecured notes
rating, and "SGL-2" speculative grade liquidity rating.  Ryland
Group carries Standard & Poor's Ratings Services' 'BB-' corporate
credit and senior unsecured note ratings.

In the Sept. 14, 2011, edition of the TCR, Fitch Ratings has
downgraded its ratings for Ryland Group, Inc., including the
company's Issuer Default Rating (IDR) to 'BB-' from
'BB'.  The Rating Outlook has been revised to Negative from
Stable.

The downgrade in RYL's IDR and senior unsecured ratings reflects
the still very challenging U.S. housing market which is likely
bouncing on the bottom, following a massive cyclical correction.
With the recent softening in the economy and lowered economic
growth expectations for 2011 and 2012, the environment may at best
only support a relatively modest recovery in housing metrics over
the next year and a half.  Moreover, RYL's underperformance
relative to its peers in certain operational and financial
categories during recent quarters, and its slimming cash position
penalizes the ratings and influences the Outlook.


RYLAND GROUP: BlackRock Discloses 9.4% 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 4,166,974 shares of common stock of The
Ryland Group Inc. representing 9.38% of the shares outstanding.
As previously reported by the TCR on Jan. 14, 2011, BlackRock
disclosed beneficial ownership of 4,487,126 shares.  A full-text
copy of the amended filing is available at http://is.gd/jb0F5A

                        About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

The Company reported a net loss of $51.56 million on $628.98
million of total revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $66 million on $786.88 million
of total revenues for the same period during the prior year.

The Company reported a net loss of $50.75 million on $890.73
million of total revenues for the 12 months ended Dec. 31, 2011,
compared with a net loss of $85.14 million on $1 billion of total
revenues during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $1.57 billion
in total assets, $1.09 billion in total liabilities and $483.91
million in total equity.

                           *     *     *

As reported by the Troubled Company Reporter on June 21, 2010,
Fitch Ratings has affirmed Ryland Group, Inc.'s ratings -- Issuer
Default Rating at 'BB'; and Senior unsecured debt at 'BB'.  The
Rating Outlook has been revised to Stable from Negative.

Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3"
probability of default rating, "Ba3" senior unsecured notes
rating, and "SGL-2" speculative grade liquidity rating.  Ryland
Group carries Standard & Poor's Ratings Services' 'BB-' corporate
credit and senior unsecured note ratings.

In the Sept. 14, 2011, edition of the TCR, Fitch Ratings has
downgraded its ratings for Ryland Group, Inc., including the
company's Issuer Default Rating (IDR) to 'BB-' from
'BB'.  The Rating Outlook has been revised to Negative from
Stable.

The downgrade in RYL's IDR and senior unsecured ratings reflects
the still very challenging U.S. housing market which is likely
bouncing on the bottom, following a massive cyclical correction.
With the recent softening in the economy and lowered economic
growth expectations for 2011 and 2012, the environment may at best
only support a relatively modest recovery in housing metrics over
the next year and a half.  Moreover, RYL's underperformance
relative to its peers in certain operational and financial
categories during recent quarters, and its slimming cash position
penalizes the ratings and influences the Outlook.


RYLAND GROUP: State Street Discloses 6.8% Equity Stake
------------------------------------------------------
State Street Corporation disclosed in a Schedule 13G filing with
the U.S. Securities and Exchange Commission that, as of Dec. 31,
2011, it beneficially owns 3,008,914 shares of common stock of
The Ryland Group, Inc., representing 6.8% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/tX0FLR

                        About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

The Company reported a net loss of $51.56 million on $628.98
million of total revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $66 million on $786.88 million
of total revenues for the same period during the prior year.

The Company reported a net loss of $50.75 million on $890.73
million of total revenues for the 12 months ended Dec. 31, 2011,
compared with a net loss of $85.14 million on $1 billion of total
revenues during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $1.57 billion
in total assets, $1.09 billion in total liabilities and $483.91
million in total equity.

                           *     *     *

As reported by the Troubled Company Reporter on June 21, 2010,
Fitch Ratings has affirmed Ryland Group, Inc.'s ratings -- Issuer
Default Rating at 'BB'; and Senior unsecured debt at 'BB'.  The
Rating Outlook has been revised to Stable from Negative.

Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3"
probability of default rating, "Ba3" senior unsecured notes
rating, and "SGL-2" speculative grade liquidity rating.  Ryland
Group carries Standard & Poor's Ratings Services' 'BB-' corporate
credit and senior unsecured note ratings.

In the Sept. 14, 2011, edition of the TCR, Fitch Ratings has
downgraded its ratings for Ryland Group, Inc., including the
company's Issuer Default Rating (IDR) to 'BB-' from
'BB'.  The Rating Outlook has been revised to Negative from
Stable.

The downgrade in RYL's IDR and senior unsecured ratings reflects
the still very challenging U.S. housing market which is likely
bouncing on the bottom, following a massive cyclical correction.
With the recent softening in the economy and lowered economic
growth expectations for 2011 and 2012, the environment may at best
only support a relatively modest recovery in housing metrics over
the next year and a half.  Moreover, RYL's underperformance
relative to its peers in certain operational and financial
categories during recent quarters, and its slimming cash position
penalizes the ratings and influences the Outlook.


SCB BANK: Closed; First Merchants Bank NA Assumes All Deposits
--------------------------------------------------------------
SCB Bank of Shelbyville, Ind., was closed on Friday, Feb. 10,
2012, by the Office of the Comptroller of the Currency, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with First Merchants Bank, National
Association, of Muncie, Ind., to assume all of the deposits of SCB
Bank.

The four branches of SCB Bank will reopen during normal business
hours as branches of First Merchants Bank, National Association.
Depositors of SCB Bank will automatically become depositors of
First Merchants Bank, National Association.  Deposits will
continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship in order to retain
their deposit insurance coverage up to applicable limits.
Customers of SCB Bank should continue to use their existing branch
until they receive notice from First Merchants Bank, National
Association, that it has completed systems changes to allow other
First Merchants Bank, National Association, branches to process
their accounts as well.

As of Dec. 31, 2011, SCB Bank had approximately $182.6 million in
total assets and $171.6 million in total deposits.  In addition to
assuming all of the deposits of the failed bank, First Merchants
Bank, National Association, agreed to purchase essentially all of
the assets.

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-517-8236.  Interested parties also can
visit the FDIC's Web site at

         http://www.fdic.gov/bank/individual/failed/scbbank.html.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $33.9 million.  Compared to other alternatives, First
Merchants Bank, National Association's acquisition was the least
costly resolution for the FDIC's DIF.  SCB Bank is the ninth FDIC-
insured institution to fail in the nation this year, and the first
in Indiana.  The last FDIC-insured institution closed in the state
was Integra Bank, National Association, Evansville, on July 29,
2011.


SEANERGY MARITIME: Receives Waivers on Citibank Loan Facility
-------------------------------------------------------------
Seanergy Maritime Holdings Corp. disclosed the finalization
agreement on certain covenant waivers of the loan facility by and
among Bulk Energy Transport (Holdings) Limited, the Company's
subsidiary, and Citibank International plc, as agent of the
lenders.  As previously announced, the lenders have agreed to
waive all covenants of the loan facility until Jan. 1, 2013 and
grant waivers on all previous covenant breaches.  The waiver
excludes the security requirement to security value covenant which
is to be amended from 125% to 100% and be tested quarterly.
Furthermore, the applicable margin has been increased by 50 basis
points per annum.

Seanergy Maritime Holdings Corp. is a Marshall Islands corporation
with its executive offices in Athens, Greece.  The Company is
engaged in the transportation of dry bulk cargoes through the
ownership and operation of dry bulk carriers.


SFVA INC: Has Until March 7 to Find Financing or File Plan
----------------------------------------------------------
Louis Llovio at Culpeper Star Exponent says U.S. Bankruptcy Judge
Douglas O. Tice Jr. gave until March 7, 2012, the State Fair of
Virginia about a month to find financing to continue operating or
come up with a plan to keep the Meadow Event Park in Caroline
County.

The report notes SFVA and its lender group had agreed to the
deadline.

The report says Judge Tice's order also called for the lender
group, which is owed about $75.6 million, to take over two
financial accounts with a total of about $20 million.  That money
would go toward paying off the debt.

                          About SFVA Inc.

State Fair of Virginia Inc. -- http://www.statefair.com/-- owns
and operates a state fairgrounds facility known as the "The Meadow
Event Park" located in Doswell, Caroline County, Virginia.  SFVA
filed for Chapter 11 bankruptcy (Bank. E.D. Va. Case No. 11-37588)
on Dec. 1, 2011.  The Debtor estimated assets of $10 million to
$50 million and estimated debts of $50 million to $100 million.
Curry A. Roberts signed the Petition as president.  State Fair
officials said they hope to emerge on a better financial footing
and to do so within 60 days to 90 days.

The Debtor is represented by Jonathan L. Hauser, Esq., at Troutman
Sanders LLP.

As reported by the TCR on Jan. 6, 2012, the U.S. Trustee for
Region 4 appointed five unsecured creditors to serve on the
Official Committee of Unsecured Creditors of State Fair of
Virginia Inc.


SHAW COMMUNICATIONS: Moody's Updates Credit Opinion
---------------------------------------------------
Moody's has just updated the credit opinion for Shaw
Communications.

Moody's current ratings on Shaw Communications are:

Senior Unsecured (domestic currency) Rating of Baa3

Senior Unsec. Shelf (domestic currency) Rating of (P)Baa3

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

Outlook is Stable

RATINGS RATIONALE

Shaw's Baa3 senior unsecured debt ratings anticipate that Shaw
will exhibit key attributes of an investment grade company,
including a strong and stable business platform supported by
moderate debt leverage and sound liquidity management. Shaw's
management and board are committed to maintaining Net Debt-to-
EBITDA leverage within 2.0x-to-2.5x, a range that is broadly
consistent with that of key North American peers and competitors
and, given the company's attributes and business environment, the
Baa3 ratings. Moody's notes that the rating would tolerate the
company operating somewhat above 2.5x if this resulted from
pursuing a strategic imperative and if leverage were expected to
be normalized quickly. The company's strong franchise and Canada's
supportive regulatory environment will allow Shaw to continue to
record solid financial results, although Moody's anticipates that
the next couple of years will reflect relatively muted operating
cash flow growth as well as elevated capital expenditures as Shaw
responds to competitive pressures. However, Moody's believes that
Shaw's cable-based franchise is defensible and sustainable and
that the company's stated leverage target can be maintained even
as the company invests to further enhance its fixed line network
and, as well, offer away-from-home subscriber services via WiFi.
As is the case with all of the investment grade Canadian broadband
companies, ratings risk stems from the potential of waning
competitiveness that could result from under-investment in network
infrastructure at the expense of focus on shareholder returns.

RATING OUTLOOK

The ratings outlook is stable given Shaw's board and management
team's commitment to an investment grade business profile and
capital structure.

WHAT COULD CHANGE THE RATING - UP

Given solid industry fundamentals and good execution pursuant to a
stable business platform and strategy, were TD/EBITDA expected to
be sustained at or below ~ 2.25x while solid liquidity
arrangements were maintained, positive outlook or ratings actions
would be considered.

WHAT COULD CHANGE THE RATING - DOWN

Reciprocally, if TD/EBITDA were expected to be sustained at ~
3.0x, or were liquidity arrangements to deteriorate, or were cable
licenses not renewed on normal terms, then adverse outlook or
ratings actions would be considered.

The principal methodology used in rating Shaw Communications was
Global Cable Television Industry published in July 2009.


SHUBH HOTELS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Shubh Hotels Lincoln Mezzanine, LLC
        701 NE 53rd Street
        Boca Raton, FL 33487

Bankruptcy Case No.: 12-12788

Chapter 11 Petition Date: February 3, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Craig A. Pugatch, Esq.
                  RICE PUGATCH ROBINSON & SCHILLER, P.A.
                  101 NE 3 Ave #1800
                  Ft Lauderdale, FL 33301
                  Tel: (954) 462-8000
                  Fax: (954) 462-4300
                  E-mail: capugatch.ecf@rprslaw.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Geoffrey Todd Hodges, managing member.


SOTHEBY'S INC: Moody's Issues Summary Credit Opinion
----------------------------------------------------
This release represents Moody's Investors Service's summary credit
opinion on Sotheby's and Sotheby's, Inc. and includes certain
regulatory disclosures regarding its ratings. This release does
not constitute any change in Moody's ratings or rating rationale
for Sotheby's.

Moody's current ratings on Sotheby's are:

Long Term Corporate Family Ratings (domestic currency) ratings of
Ba2

Senior Unsecured (domestic currency) ratings of Ba3

LGD Senior Unsecured (domestic currency) ratings of 77 - LGD5

Probability of Default ratings of Ba2

For Sotheby's, Inc.

BACKED Commercial Paper (domestic currency) ratings of NP

RATINGS RATIONALE

The Ba2 Corporate Family Rating and stable outlook reflect Moody's
view that Sotheby's will maintain enough liquidity and financial
flexibility at its current rating to weather future cyclical
downturns and the temporary declines in operating performance and
credit metrics that typically accompany these downturns. Sotheby's
Ba2 Corporate Family Rating is also supported by the company's
strong qualitative factors which include the company's well known
expertise in a highly specialized industry characterized by high
barriers to entry. Also considered is the company's balanced
financial policy. Ratings improvement, however, is limited due to
Moody's opinion that Sotheby's performance remains exposed to
dramatic swings due to the high cyclicality of the art auction
market.

The stable outlook reflects Moody's belief that Sotheby's will
maintain good liquidity and balanced financial policies providing
the company with the ability to weather the high cyclicality of
the international auction market.

Given the high cyclicality of the international auction market,
upwards rating pressure is limited. Since there is a direct
correlation between Sotheby's operating performance and the size
of the total auction market, an upgrade would require the auction
market to demonstrate greater stability that results in more
resilience in Sotheby's operating performance. In addition, an
upgrade would require Sotheby's to maintain good liquidity and
balanced financial policies.

A downgrade could result should Moody's becomes concerned that
Sotheby's presently good liquidity weaken and become insufficient
to support the company through a cyclical downturn in the auction
market. Ratings could also be downgraded should financial policy
become more aggressive, should Sotheby's market position erode, or
should Moody's has reason to believe that the auction market is
likely to face a protracted structural downturn.

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


SPARRER SAUSAGE: Bank Problems Cue Chapter 11 Bankruptcy Filing
---------------------------------------------------------------
Becky Yerak at the Chicago Tribune reports that Sparrer Sausage
Co. filed on Feb. 7, 2012, for Chapter 11 bankruptcy
reorganization, with its owner citing "bank problems."

The report says First American Bank is "calling the loan" despite
Sparrer having "never missed a payment."

According to the report, Sparrer's lawyer, Forest Lammiman, Esq.,
of Meltzer Purtill & Stelle LLC in Chicago, said Sparrer currently
owes a total of about $3 million to First American through a
revolving line of credit and a term loan.  Sparrer lost about
$400,000 on more than $22 million in revenue last year, though the
company's financial situation improved in the second half.

The report says Sparrer's liabilities range from $1 million to $10
million, bankruptcy records show.  Its unsecured creditors include
Batavia-based Batavia Container Inc., owned $57,000; Palatine-
based Jason's Foods, owed $30,800; and Franklin Park-based
packaging company Prairie State, owed $88,000.

Sparrer Sausage Co. is a third-generation family business whose
brands include the Lil' Dudes line of sticks, bites and jerky.


SPARRER SAUSAGE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Sparrer Sausage Company, Inc.
        4325 West Ogden Avenue
        Chicago, IL 60623

Bankruptcy Case No.: 12-04289

Chapter 11 Petition Date: February 8, 2012

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Forrest B. Lammiman, Esq.
                  MELTZER, PURTILL & STELLE LLC
                  300 South Wacker Drive, Suite 3500
                  Chicago, IL 60606
                  Tel: (312) 987-9900
                  E-mail: flammiman@mpslaw.com

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

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

The Company's list of its 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/ilnb12-04289.pdf

The petition was signed by Brian Graves, sole shareholder and
president.


SPIRES RENTAL: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Spires Rental Properties, LLC
        dba Cypress Circle Apartment
        dba Azalea Place Apartments
        dba KingsTown North Apartments
        dba Glenwood Terrace Apartments.
        4619 Alabaha Woods Drive
        Blackshear,, GA 31516

Bankruptcy Case No.: 12-50065

Chapter 11 Petition Date: February 2, 2012

Court: United States Bankruptcy Court
       Southern District of Georgia (Waycross)

Debtor's Counsel: Robert H. Baer, Esq.
                  LAW OFFICE OF ROBERT H. BAER
                  P.O. Box 1792
                  Brunswick, GA 31521
                  Tel: (912) 264-3120
                  Fax: (912) 265-8337
                  E-mail: robertbaer@bellsouth.net

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Martin Scott Spires, owner & operator.


SPRINGLEAF FINANCE: Bank Debt Trades at 8% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Springleaf Finance
is a borrower traded in the secondary market at 91.50 cents-on-
the-dollar during the week ended Friday, Feb. 10, 2012, a drop of
1.56 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 425 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 10, 2017, and
carries Moody's B2 rating and Standard & Poor's CCC+ rating.  The
loan is one of the biggest gainers and losers among 166 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                          About Springleaf

Springleaf was incorporated in Indiana in 1927 as successor to a
business started in 1920.  From Aug. 29, 2001, until the
completion of its sale in November 2010, Springleaf was an
indirect wholly owned subsidiary of AIG.  The consumer finance
products of Springleaf and its subsidiaries include non-conforming
real estate mortgages, consumer loans, retail sales finance and
credit-related insurance.

                            *     *     *


The Troubled Company Reporter said on Feb. 8, 2012, that Standard
& Poor's Ratings Services lowered its issuer credit rating on
Springleaf Finance Corp. and its issue credit rating on the
company's senior unsecured debt to 'CCC' from 'B'.  Standard &
Poor's also said it lowered its issue credit ratings on
Springfield's senior secured debt to 'CCC+' from 'B+' and on the
company's preferred debt to 'CC' from 'CCC-'.  The outlook on
Springleaf's issuer credit rating is negative.

"Springleaf's announcement that it will shut down about 60
branches and stop lending in 14 states highlights the operating,
funding, and liquidity challenges that the firm faces as it works
to pay down the $2 billion of debt coming due in 2012 and to
establish a stable long-term funding strategy.  The downgrade also
reflects the company's poor earnings, exposure to weak residential
markets and uncertainty about its ability to refinance debt or
securitize assets over the coming year.  We believe that should
its funding or securitization options become unavailable, the
company will not have enough liquidity to survive 2012, and in
that case a distressed debt exchange would be likely.  The company
has retained financial advisors to assess its options," S&P said.

As reported by the Troubled Company Reporter on Sept. 9, 2011,
Fitch Ratings has downgraded the Issuer Default Ratings (IDRs) and
unsecured debt ratings on Springleaf Finance, Inc. (Springleaf)
and affiliates to 'CCC' from 'B-'.

The downgrade of Springleaf's IDR was driven by Fitch's continued
concerns regarding the company's lack of meaningful liquidity and
funding flexibility, as $2 billion of unsecured debt matures in
2012.  Minimal progress has been made in implementing a long-term
funding plan since the acquisition by Fortress Investment Group
LLC (Fortress) in November 2010; therefore, barring meaningful
access to the securitization market over the next several months,
Springleaf may have insufficient flexibility to address its near-
term debt maturities.


SUMO DEVELOPMENT: Florence City Irons Out Portion of Agreement
--------------------------------------------------------------
Charlotte Burrous at Canon City Daily Record reports that the
Florence City Council was able to work out a portion of a deal on
Feb. 2, 2012, when they met with representatives from Sumo Golf
Course Company, Inc., and Sumo Development Company, Inc., which
filed for Chapter 11 bankruptcy protection several months ago.

"(The council was able to secure the claim of) $1,104.62 for
treated water, (which was Florence's only chance to secure the
debt owed to the city,)" the report quotes City Manager Mike
Patterson as saying.  "They told us to take it or leave it."

The report notes the city had leased some Union Ditch Shares for
the purpose of allowing Sumo the use of raw water to irrigate
parts of the golf course.  However, the debt was not paid before
the companies filed the bankruptcy.  "The $17,774 is still
unsecured, (but) the regular water (debt) is secured," Mr.
Patterson said.

Sumo Development Company Inc., a golf course and residential
development in Colorado, filed a Chapter 11 bankruptcy petition
(Bankr. D. N.J. Case No. 11-43096) on Nov. 15, 2011.  Richard D.
Trenk, Esq., at Trenk, Dipasquale, Webster, serves as counsel to
the Debtor.  Sumo Development did not disclose its assets but said
debts total $15,756,438.

Affiliate Sumo Golf Course Company, Inc., filed for Chapter 11 on
the same day (Bankr. D. N.J. Case No. 11-43096), disclosing
$13,900,974 in debts.  Sumo Golf Course Company operates a semi-
private golf course.


SUNGOLD HOSPITALITY: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Sungold Hospitality Group, LLC.
        458 E. White Mountain Blvd
        Pinetop, AZ 85935

Bankruptcy Case No.: 12-02236

Chapter 11 Petition Date: February 8, 2012

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Charles G. Case, II

Debtor's Counsel: John A. Banker, Esq.
                  145 N. White Mountain Road, #G
                  Show Low, AZ 85901
                  Tel: (928) 537-4483
                  Fax: (928) 537-0064
                  E-mail: john@johnbankerlaw.com

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

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

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

The petition was signed by Robert Brickman, managing member.


SURGERY PARTNERS: Moody's Lowers Corporate Family Rating to 'B2'
----------------------------------------------------------------
Moody's Investors Service lowered Surgery Center Holdings, Inc.'s
("Surgery Partners") Corporate Family and Probability of Default
ratings to B2 from B1. At the same time, Moody's lowered Surgery
Partners senior secured bank loan ratings to B1 from Ba3. The
rating outlook is stable.

The following ratings were downgraded:

Surgery Center Holdings, Inc.

Corporate Family Rating, downgraded to B2 from B1;

Probability of Default Rating, downgraded to B2 from B1;

Senior secured 1st lien term loan, downgraded to B1 (LGD3, 40%)
from Ba3 (LGD3, 42%);

Revolving credit facility, downgraded to B1 (LGD3, 40%) from Ba3
(LGD3, 42%);

The rating outlook is stable.

RATINGS RATIONALE

The downgrade of the CFR to B2 from B1 reflects the challenges
facing the sector which are limiting growth opportunities and have
prevented the company from de-leveraging as originally expected
following its acquisition of NovaMed, Inc in mid-2011. Also, as a
consequence, Surgery Partners' liquidity has deteriorated
including its flexibility under financial maintenance covenants.
The B2 Corporate Family Rating reflects Surgery Partners' high
leverage (above 5 times debt-to-EBITDA), relatively small scale
even following its acquisition of NovaMed alongside an economic
environment that has constrained growth, particularly the still
high unemployment rate and increasing health care expense burden
on the patient which has lead to fewer procedures. Moreover, the
company is expected to operate in 2012 with limited financial
flexibility given modest covenant cushion and limited availability
under its revolving credit facility. While some modest rate
improvement is currently expected, the potential for rate
compression from government sponsored programs (mostly Medicare)
and commercial payors over the longer term is a concern.

However, the ratings also incorporate the positive long term
growth prospects of the sector as many patients and payors prefer
the outpatient environment (primarily due to lower cost and better
outcomes) for certain specialty procedures. In addition, the
company should benefit modestly from new initiatives. Moreover, in
Moody's view, Surgery Partners' cash flow margin (as measured by
EBITDA less minority interest-to-revenues) is relatively strong at
about 24% and supports Moody's expectation that the company will
be able generate free cash flow and debt repayment beyond its
amortization requirements.

An upgrade is unlikely over the near term given the challenges
Surgery Partners faces in regard to growth and de-leveraging.
However, Moody's would consider a higher rating should leverage
decline to about 4 times debt-to-EBITDA alongside good free cash
flow and liquidity.

A negative rating action would be likely if the economic or
reimbursement environment resulted in lower revenues and EBTIDA
such that de-leveraging and free cash flow generation were not
expected by the end of 2012. Specifically, the rating would likely
be lowered if leverage is sustained above 6 times or free cash
flow were to trend below 3% of total debt. A negative rating
action could also be prompted by weak liquidity.

The principal methodology used in rating Surgery Center Holdings,
Inc. was the Global Healthcare Service Providers 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.


SYNOVUS FINANCIAL: Moody's Assigns'B2' Rating to Senior Notes
-------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to the senior
notes to be issued by Synovus Financial Corp. At the same time,
Moody's affirmed Synovus' B3 rating for subordinated debt. Synovus
Bank is rated Ba3 for long-term deposits, B1 for other senior
obligations, Not Prime for short-term deposits, and D- for stand-
alone bank financial strength, which maps to Ba3 on Moody's long-
term scale. The B2 senior note rating follows Moody's typical
notching practice for holding company obligations.

The rating outlook is stable.

Assignments:

   Issuer: Synovus Financial Corp.

   -- Multiple Seniority Shelf, Assigned (P)B2

   -- Multiple Seniority Shelf, Assigned (P)B3

   -- Multiple Seniority Shelf, Assigned (P)Caa1

   -- Multiple Seniority Shelf, Assigned (P)Caa1

   -- Multiple Seniority Shelf, Assigned (P)Caa2

   -- Senior Unsecured Regular Bond/Debenture Feb 15, 2019,
Assigned B2

RATINGS RATIONALE

The ratings of Synovus reflect several key challenges which still
remain, despite its return to profitability in the third quarter
of 2011. Commercial real estate (CRE) is a sizeable concentration
at almost 4 times tangible common equity (TCE), although it has
been reduced compared to the start of the financial crisis. This
portfolio also includes a high amount of construction and land,
which accounts for approximately 40% of CRE. Credit metrics have
generally improved, but nonperforming assets (including 90 days
past due and accruing troubled debt restructured loans) remain
elevated at $1.8 billion, or 74% of TCE and reserves. As a result
of several capital initiatives since 2008, Synovus maintains a
sufficient capital position for this rating level. Moody's notes
that capital may also benefit if Synovus is able to reverse the
valuation allowance against its deferred tax asset, although this
is an uncertainty. Current ratings are also supported by the
company's solid commercial and retail banking franchise in certain
areas of Georgia, South Carolina, Alabama, Florida, and Tennessee,
but the earnings power of the franchise is constrained by the CRE
concentration and management of problem assets.

The last rating action on Synovus was on August 2, 2010, when
Moody's confirmed the ratings and stable outlook.

The 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 Insurance Hybrid Securities and Subordinated
Debt published in January 2010. Synovus is headquartered in
Columbus, Georgia and had total assets of $27.2 billion as of
December 31, 2011.


TBS INT'L: Won't Appeal Nasdaq Determination to Delist Shares
-------------------------------------------------------------
On Feb. 7, 2012, TBS International plc received formal
notification from The Nasdaq Stock Market Listing Qualifications
Staff (the "Staff") stating that the Staff has determined that the
Company's Class A Ordinary Shares will be delisted from The Nasdaq
Stock Market.  This determination was reached by the Staff under
Listing Rules 5101, 5110(b) and IM-5101-1 following the Company's
announcement on Feb. 6, 2012, that the Company and certain of its
subsidiaries filed a petition for protection under Chapter 11 of
Title 11 of the United States Code in the United States Bankruptcy
Court for the Southern District of New York.

The Company's prepackaged plan of reorganization provides for the
dissolution of the Company, the cancellation of all of the Shares
and no distributions to the Company's existing equity holders.
The Company does not plan to appeal the Staff's determination to
delist the Shares.  Accordingly, trading of the Shares will be
suspended at the opening of business on Feb. 16, 2012, and a Form
25-NSE will be filed with the Securities and Exchange Commission,
which will remove the Shares from listing and registration on
Nasdaq.

The Shares will not initially be tradable through the OTC Bulletin
Board or in the "Pink Sheets."  The Shares may in the future
become eligible to trade through such services but only if a
market maker makes application to quote the Shares in accordance
with SEC Rule 15c2-11, and such application (a "Form 211") is
cleared.  Only a market maker, not the Company, may file a Form
211.  The Company cannot assure any holder of the Shares that the
Shares will become eligible to trade through such services.

                      About TBS International

TBS International plc, TBS Shipping Services Inc. and its various
subsidiaries and affiliates -- http://www.tbsship.com/-- filed
for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-22224)
on Feb. 6, 2012.  TBS provides ocean transportation services that
offer worldwide shipping solutions to a diverse client base of
industrial shippers in more than 20 countries to over 300
customers. Through a 41-vessel fleet of multipurpose tweendeckers
and handysize and handymax dry bulk carriers, TBS, in conjunction
with a network of affiliated service companies, offers (a) liner,
parcel and bulk transportation services and (b) time charter
services.

TBS's global headquarters, located in Yonkers, New York, oversees
all major corporate and operational decision-making, including in
connection with drydocking of vessels and other capital
expenditures, fleet positioning, and cargo arrangements with third
parties, including major vendors and customers.  As of the
Petition Date, TBS has roughly 140 employees worldwide, the vast
majority of whom work in the corporate headquarters.  For the year
ended Dec. 31, 2011, TBS's consolidated net revenue was roughly
$369.7 million.  Its consolidated debt is roughly $220 million.

TBS filed together with the petition its Joint Prepackaged Plan of
Reorganization dated Jan. 31, 2012.  As of the Petition Date, the
Debtors have received overwhelming acceptance of the Plan from all
voting classes.  If confirmed, the Plan will implement an agreed
restructuring of the Debtors' obligations to their prepetition
secured lenders, provide for the payment of all general unsecured
claims in full, and effect the cancellation of existing equity
interests at the parent holding company levels and the issuance of
new equity interests to certain of the Debtors' lenders and key
management.  To implement this restructuring, the Debtors have
obtained commitments to provide $42.8 million in debtor-in-
possession financing and an equivalent amount of exit financing.

The Debtors are requesting a hearing to confirm the Plan within 35
days of the Petition Date.

Judge Robert D. Drain presides over the case.  Michael A.
Rosenthal, Esq., and Matthew K. Kelsey, Esq., at Gibson, Dunn &
Crutcher LLP, serve as the Debtors' counsel.  The Debtors'
investment banker is Lazard Freres & Co. LLC, the financial
advisor is AlixPartners LLP.

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

TBS disclosed US$143 million in assets and US$220 million in
debt.


TBS INT'L: Artis Capital Owns 6.5% of Class A Ordinary Shares
-------------------------------------------------------------
Artis Capital Management, L.P., discloses that as of Jan. 26,
2012, it may be deemed to beneficially own 1,142,457 shares,
representing 6.5% of TBS International PLC's Class A Ordinary
Shares, par value $0.01 per share.

The 6.5% percent ownership is based on 17,654,969 Shares of Class
A Ordinary Shares outstanding as of Nov. 1, 2011, as reported in
the Issuer's quarterly report on Form 10-Q for the period ended
Sept. 30, 2011, filed with the Securities and Exchange Commission
on Nov. 9, 2011.

Artis, a registered investment adviser, serves as investment
adviser to various investment funds that directly hold the Common
Stock for the benefit of the investors in those funds.  The
investment funds have the right to receive dividends from, or the
proceeds from the sale of, the Common Stock.

Artis Capital Management, Inc. ("Artis Inc.") is the general
partner of Artis.  Stuart Peterson is the president of Artis Inc.
and the controlling owner of Artis and Artis Inc.  By virtue of
these relationships, Artis Inc. and Mr. Peterson may be deemed to
beneficially own the Common Stock held by the funds; however, the
filing of this statement will not be construed as an admission
that Artis Inc. or Mr. Peterson is the beneficial owner of the
Common Stock held by the funds.

                      About TBS International

TBS International plc, TBS Shipping Services Inc. and its various
subsidiaries and affiliates -- http://www.tbsship.com/-- filed
for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-22224)
on Feb. 6, 2012.  TBS provides ocean transportation services that
offer worldwide shipping solutions to a diverse client base of
industrial shippers in more than 20 countries to over 300
customers. Through a 41-vessel fleet of multipurpose tweendeckers
and handysize and handymax dry bulk carriers, TBS, in conjunction
with a network of affiliated service companies, offers (a) liner,
parcel and bulk transportation services and (b) time charter
services.

TBS's global headquarters, located in Yonkers, New York, oversees
all major corporate and operational decision-making, including in
connection with drydocking of vessels and other capital
expenditures, fleet positioning, and cargo arrangements with third
parties, including major vendors and customers.  As of the
Petition Date, TBS has roughly 140 employees worldwide, the vast
majority of whom work in the corporate headquarters.  For the year
ended Dec. 31, 2011, TBS's consolidated net revenue was roughly
$369.7 million.  Its consolidated debt is roughly $220 million.

TBS filed together with the petition its Joint Prepackaged Plan of
Reorganization dated Jan. 31, 2012.  As of the Petition Date, the
Debtors have received overwhelming acceptance of the Plan from all
voting classes.  If confirmed, the Plan will implement an agreed
restructuring of the Debtors' obligations to their prepetition
secured lenders, provide for the payment of all general unsecured
claims in full, and effect the cancellation of existing equity
interests at the parent holding company levels and the issuance of
new equity interests to certain of the Debtors' lenders and key
management.  To implement this restructuring, the Debtors have
obtained commitments to provide $42.8 million in debtor-in-
possession financing and an equivalent amount of exit financing.

The Debtors are requesting a hearing to confirm the Plan within 35
days of the Petition Date.

Judge Robert D. Drain presides over the case.  Michael A.
Rosenthal, Esq., and Matthew K. Kelsey, Esq., at Gibson, Dunn &
Crutcher LLP, serve as the Debtors' counsel.  The Debtors'
investment banker is Lazard Freres & Co. LLC, the financial
advisor is AlixPartners LLP.

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

TBS disclosed US$143 million in assets and US$220 million in
debt.


TENET HEALTHCARE: Vanguard Group Discloses 6.5% Equity Stake
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, The Vanguard Group, Inc., disclosed that, as
of Dec. 31, 2011, it beneficially owns 28,170,815 shares of common
stock Tenet Healthcare Corp representing 6.48% of the shares
outstanding.  As previously reported by the TCR on March 18, 2011,
Vanguard Group disclosed beneficial ownership of 27,414,385
shares.  A full-text copy of the amended filing is available for
free at http://is.gd/QF3D7w

                      About Tenet Healthcare

Dallas, Texas-based Tenet Healthcare Corporation (NYSE: THC) --
http://www.tenethealth.com/-- is a health care services company
whose subsidiaries and affiliates own and operate acute care
hospitals, ambulatory surgery centers and diagnostic imaging
centers.

"Volume growth was very strong in our third quarter," said Trevor
Fetter, president and chief executive officer.  "Adjusted
admissions growth of 2.3 percent and surgery growth of 3.2 percent
drove a 3.5 percent increase in net operating revenues.  This top
line growth was further leveraged by excellent cost control and
attractive pricing increases in our new contracts with commercial
managed care payers.  Given this progress across our key
performance metrics, we are pleased to reconfirm our 2011 EBITDA
Outlook in a range of $1.175 billion to $1.275 billion."

The Company's balance sheet at Sept. 30, 2011, showed $8.29
billion in total assets, $6.51 billion in total liabilities, $16
million in redeemable noncontrolling interests in equity of
consolidated subsidiaries, and $1.76 billion in total equity.

                           *     *     *

As reported by the TCR on Aug. 5, 2010, Moody's Investors Service
affirmed its 'B2' corporate family rating for Tenet.  The rating
reflects Moody's expectation that the Company will likely see
positive free cash flow for the full year ending Dec. 31,
2010, as operating results continue to improve and litigation
settlement payments end in the third quarter.  However, the
ratings also consider the significant headwinds facing the
company, and the sector as a whole, with respect to increasing bad
debt expense, weak volume trends and changes in mix as commercial
volumes decline.

S&P's corporate credit rating on Tenet is 'B' and remains
unchanged.  The ratings agency noted that while the Company has
experience recent successes to date of a multiyear turnaround
effort, the Company has a still-weak business risk profile and
high financial leverage.

Fitch Ratings has issued its Recovery Rating review of the U.S.
Healthcare sector.  This review includes an analysis of valuation
multiples, EBITDA discounts applied, and detailed recovery
worksheets for issuers with a Fitch Issuer Default Rating of 'B+'
or lower in this sector.

Fitch Ratings has placed Tenet Healthcare Corp.'s ratings on
Rating Watch Positive.  Tenet's existing ratings are Issuer
Default Rating 'B-'; Secured bank facility 'BB-/RR1'; Senior
secured notes 'BB-/RR1'; Senior unsecured notes 'B/RR3.  The
ratings apply to approximately $4.3 billion of debt outstanding as
of Sept. 30, 2010.


TEXTRON FINANCIAL: Fitch Upgrades Issuer Default Rating From BB+
----------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating and long-term
debt ratings for Textron Inc. (TXT) and Textron Financial
Corporation (TFC) to 'BBB-' from 'BB+'.  The Rating Outlook is
Stable. TXT's short-term ratings have been upgraded to 'F3' from
'B'.  TFC's subordinated debt rating has been upgraded to 'BB'
from 'B+'.

TFC's ratings are linked to TXT's ratings through a support
agreement and other factors.  The support agreement requires TXT
to maintain full ownership, minimum net worth of $200 million and
fixed charge coverage of 1.25 times (x).  Other factors supporting
the rating linkage include a shared corporate identity, common
management, and the extension of intercompany loans to TFC.

The upgrades of TXT's and TFC's ratings largely reflect material
progress toward liquidating TFC's non-captive portfolio and
diminished concerns about TXT's ability to support TFC in the
event of losses or a lack of liquidity.  Fitch previously viewed
TXT's credit profile as consistent with a low investment grade
rating when excluding required support for TFC.  The ratings for
TXT continue to be constrained by TFC, although to a lesser degree
than in the past.  Fitch estimates debt/EBITDA at TXT's
manufacturing business was approximately 2.0x as of Dec. 31, 2011
compared with 2.35x at the end of 2010.

Since late 2008 when TXT decided to exit its non-captive
portfolio, the size of the non-captive managed portfolio has
declined from more than $7 billion to less than $1 billion at the
end of 2011.  Cash collections on liquidated receivables have
supported a reduction in debt used to fund the receivables
portfolio.  At the same time, TFC's leverage improved to 4.5x at
Dec. 31, 2011 as estimated by Fitch, compared to 4.8x at the end
of 2010 and 5.6x at the end of 2009.  Also, TFC's liquidity has
been sufficient to limit the amount of net cash advances needed
from TXT.

Risks related to TFC's portfolio have been reduced but not
eliminated.  Asset quality and cash conversion are generally
weakening as the highest quality assets amortize or are sold.  A
large portion of the nearly $1 billion non-captive portfolio
consists of long term golf mortgage and timeshare receivables of
which nearly half were classified as non-accrual as recently as
Sept. 30, 2011.  If cash generated from the liquidation of TFC's
non-captive portfolio is less than expected due to higher credit
losses or discounting, TXT would need to provide further support
for TFC which would reduce TXT's liquidity.  The impact would be
limited, however, due to the reduced size of the non-captive
portfolio and TXT's cash balances and operating cash flow which
provide sufficient capacity to support TFC at moderate levels.

Near-term debt maturities at TFC before 2013 are not significant,
but the amount and timing of some of TFC's subsequent debt
maturities and asset liquidations could be mismatched, possibly
requiring support from TXT, at least temporarily.  TFC relies on
TXT for short-term funding as it does not have a bank facility.
TFC repaid and terminated its bank facility in October 2011.  In
the medium term, TFC's ability to repay debt will partly depend on
the cash conversion of its non-captive portfolio.  Concerns about
liquidation will decline further as the non-captive portfolio
shrinks.

TFC's captive portfolio totaled $1.9 billion and consisted
primarily of aviation receivables. Non-accrual accounts were 5.9%
of total captive receivables at Sept. 30, 2011 compared to 7.2% at
the end of fiscal 2010.  Although the level of non-accrual
accounts is relatively high, potential concerns about credit
quality in the captive portfolio are mitigated by an improving
trend in the level of accruals, TFC's expertise managing aviation
receivables, and the beginning of a recovery in the business jet
market that should support collateral values.

Future positive rating actions could result from the eventual
completion of TFC's non-captive portfolio liquidation, a material
recovery in Cessna's business jet market, TXT's ability to adjust
to potentially lower defense-related revenue at Bell and Textron
Systems, and further progress in addressing pension liabilities.
The ratings could be negatively affected by material losses at
TFC, lower revenue and margins at TXT's manufacturing businesses
associated with an economic downturn, large declines in defense
revenue, or production cuts at Cessna if the business jet market
weakens from its current level.

TXT's support for TFC includes capital contributions and
intercompany loans to TFC.  Losses at TFC require TXT to
contribute capital under a support agreement, but TFC's liquidity
was sufficient in 2011 to pay an offsetting amount of dividends to
TXT.  TFC's operating profit could improve to a break-even level
in 2012 as the non-captive portfolio is liquidated and loan losses
decline.  At the end of 2011, non-accruals fell slightly to $566
million before an adjustment to reclassify the Golf Mortgage
portfolio as held-for-sale.  Non-accruals totaled $321 million
after the adjustment, or 11% of the book value of TFC's total
receivables portfolio, excluding held-for-sale.  Future capital
contributions from TXT, net of dividends, may be nominal and
intercompany loans to TFC could begin to decline from
approximately $500 million at the end of 2011.  However, loans may
still be required for short periods depending on the timing of
TFC's scheduled debt maturities and cash conversion from the
liquidation of receivables.

TXT's manufacturing free cash flow in 2011 was $319 million after
$642 million of pension contributions and $22 million of
dividends.  Operating cash flow in 2011 was stronger than usual
due to timing and one-time items and is likely to moderate to a
more sustainable level in 2012.  Fitch estimates free cash flow in
2012 could improve to $500 million as slightly lower operating
cash flow associated with higher spending for product development
is more than offset by lower pension contributions.  TXT's $642
million contribution to its pension plans in 2011 was
substantially above its initial plan of $250 million.  The company
plans to contribute $200 million in 2012.  At the end of 2010, the
net pension obligation was $1.3 billion.  The funded status at the
end of 2011 is not yet available, but the large contributions in
2011 will mitigate the negative impact on TXT's pension obligation
from the decline in discount rates and assumed asset returns.

TXT's ratings are supported by steady operating cash flow at the
manufacturing businesses, solid performance at Bell, effective
cost controls which are contributing to improved margin
performance at the manufacturing businesses, and a nascent
recovery in Cessna's business jet market.  The market for large
business jets is recovering sooner than the light and midsize
segments where Cessna has its strongest presence.  Margins at
Cessna remain low but could rise slightly in 2012 if orders at
least hold steady to support current production levels.  The
backlog is lower than usual following the deep downturn in demand
for business jets, and future production cuts represent a risk if
demand falters.  Cessna's operating margin of 2% in 2011 reflected
a gradual improvement during the year. By comparison, the margin
in 2010 was negative 1.1%.

Bell's military business represents a core strength. H-1
production has been steady while V-22 aircraft production rates
are likely to ramp up through 2012 before stabilizing.  Bell has a
substantial installed base which could benefit from aftermarket
spending and modernization programs. Conditions in the commercial
helicopter market are beginning to recover from trough levels in
2010.  Commercial unit sales, excluding foreign military sales,
increased to 120 units in 2011 from 103 aircraft in 2010, and
volume could increase further in 2012 based on the backlog and a
potential ramp up in production for the 429 helicopter which is
still at an early point in its life cycle.  Bell's margins in 2011
increased 160 bps to 14.8% and exceeded initial expectations due
to higher U.S. military deliveries and effective execution.  In
2012, margins could decline modestly due to an increase in lower-
margin commercial helicopter volumes and higher R&D spending.

Rating concerns at TXT include low unit deliveries and margins at
Cessna, pension contributions, the risk of slower economic growth
in Europe and Asia, and pressure on U.S. defense spending that is
an important part of the Bell and Textron Systems businesses.  In
the Industrial segment, sales volumes are generally stable as
demand for automotive fuel systems at Kautex mitigates weak
conditions in the segment's construction, turf and golf markets.

At Dec. 31, 2011, TXT's liquidity included manufacturing cash of
$871 million and a $1 billion four-year bank facility that expires
in 2015.  The facility includes a maximum debt to capitalization
covenant of 65% and a requirement that TFC's leverage not exceed
9:1.  Fitch calculates these covenants were well within compliance
at Dec. 31, 2011.  Debt maturities at TXT are modest in 2012, at
less than $200 million.  Maturities are larger in 2013, at
approximately $600 million, but do not exceed $350 million
annually after 2013.

The narrowing of the notching on TFC's subordinated debt reflects
an improvement in the unencumbered asset mix, as the non-captive
portfolio has continued to decline in size, and an overall
improvement in asset coverage.

Fitch has upgraded the ratings for TXT and TFC as follows:

TXT

  -- Issuer Default Rating (IDR) to 'BBB-' from 'BB+';
  -- Senior unsecured bank facilities to 'BBB-' from 'BB+';
  -- Senior unsecured debt to 'BBB-' from 'BB+';
  -- Short-term IDR to 'F3' from 'B';
  -- Commercial paper to 'F3' from 'B'.

TFC

  -- IDR to 'BBB-' from 'BB+';
  -- Senior unsecured debt to 'BBB-' from 'BB+';
  -- Junior subordinated notes to 'BB' from 'B+'.

Approximately $4.4 billion of debt outstanding at Dec. 31, 2011
(on a preliminary basis) is affected by the ratings, including
nearly $2.5 billion at TXT and nearly $2 billion at TFC.


TRAILER BRIDGE: Stutsman Thames Approved as Committee Counsel
-------------------------------------------------------------
The Hon. Jerry A. Funk of the U.S. Bankruptcy Court for the Middle
District of Florida authorized the Official Committee of Unsecured
Creditors in the Chapter 11 case of Trailer Bridge, Inc. to retain
Stutsman Thames & Markey, P.A. as its counsel.

Richard R. Thames, Esq., a commercial lawyer, assures the Court
that ST&M is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                       About Trailer Bridge

Jacksonville, Fla.-based Trailer Bridge, Inc. --
http://www.trailerbridge.com/-- provides integrated trucking and
marine freight service to and from all points in the lower 48
states and Puerto Rico and Dominican Republic.  This total
transportation system utilizes its own trucks, drivers, trailers,
containers and U.S. flag vessels to link the mainland with Puerto
Rico via marine facilities in Jacksonville, San Juan and Puerto
Plata.

Trailer Bridge filed a voluntary Chapter 11 petition (Bankr. M.D.
Fla. Case No. 11-08348) on Nov. 16, 2011, one day after its
$82.5 million 9.25% Senior Secured Notes became due.

Judge Jerry A. Funk presides over the case.  Gardner F. Davis,
Esq., at Foley & Lardner LLP, and DLA Piper LLP (US) serve as the
Debtor's counsel.  Global Hunter Securities LLC serves as the
Debtor's investment banker.  RAS Management Advisors LLC serves as
the Debtor's financial advisor.  The Debtor disclosed $97,345,981
in assets, and $112,538,934 in liabilities.  The petition was
signed by Mark A. Tanner, co-chief executive officer.

The Court will hold a combined hearing on the Plan and Disclosure
Statement on March 16, 2012.  The Plan, which was filed in
January, proposes to give noteholders control of the company and
provide some recovery for shareholders.

Donald F. Walton, U.S. Trustee for Region 21, appointed three
creditors to serve on an Official Committee of Unsecured
Creditors.

The Committee counsel can be reached at:

         Richard R. Thames, Esq.
         STUTSMAN THAMES & MARKEY, P.A.
         50 N. Laura Street, Suite 1600
         Jackson, FL 32202
         Tel: (904) 358-4000
         Fax: (904) 358-4001
         E-mail: rrthames@stmlaw.net


TSC GLOBAL: Files for Chapter 11 to Restructure Operations
----------------------------------------------------------
TSC Global, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 12-10505) on Feb. 13, 2012, in order to deleverage
its capital structure and restructure its operations.

TSC Global estimated $10 million to $50 million in assets and
liabilities as of the Chapter 11 filing.  A request for joint
administration has been requested for TSC Global and 10 affiliated
entities filed for bankruptcy protection on Feb. 12.

Documents attached to the petition indicate that the Debtors have
tapped McDonald Hopkins LLC as restructuring counsel, Polsinelli
Shugart PC as Delaware local counsel; Realization Services, Inc.,
as financial and restructuring advisors, and Livingston Partners
LLC as investment bankers.

The board resolution authorizing the bankruptcy filing also says
that it is in the best interest of the company to enter into a
debtor-in-possession financing with a lender.

The board resolution also states that Barry Kasoff, as CEO and
CRO, is authorized to negotiate, document and finalize documents
in connection with the sale of the business.

A statement by the Company said that as part of its
reorganization, TSC will remain committed to its branded supply
business, while restructuring around its core company-owned
branded products, including its market leading Astatic microphones
and Wilson and Francis antennas, as well as the fast growing
Mistic e-cig product offering.  This action will allow TSC to
provide the necessary support to grow its industry leading brands.

Preceding the chapter 11 filing, TSC and its advisors engaged in
an active communication program with its creditors and other
stakeholders. From those discussions, TSC believes that its trade
partners will continue to support the company as it endeavors to
quickly complete its turnaround and exit from the restructuring.
With continued support from its secured lenders and loyal
customers, TSC Global believes its reorganization efforts will be
successful and benefit its creditors and customers.

TSC claims to be a leading distributor of consumer brand products
to America's top retailers, travel centers and convenience stores.


TXU CORP: Bank Debt Trades at 41% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 59.31 cents-on-the-dollar during the week
ended Friday, Feb. 10, 2012, a drop of 2.03 percentage points from
the previous week according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  The Company pays 450
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Oct. 10, 2017, and carries Moody's B2 rating and
Standard & Poor's CCC rating.  The loan is one of the biggest
gainers and losers among 166 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                        About Energy Future

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

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

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

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

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

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

                           *     *     *

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

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


TXU CORP: Bank Debt Trades at 36% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 64.04 cents-on-the-dollar during the week
ended Friday, Feb. 10, 2012, a drop of 3.71 percentage points from
the previous week according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  The Company pays 350
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Oct. 10, 2014, and carries Standard & Poor's CCC
rating.  The loan is one of the biggest gainers and losers among
166 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                        About Energy Future

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

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

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

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

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

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

                           *     *     *

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

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


ULLICO CASUALTY: A.M. Best Downgrades FSR to 'B'
------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B
(Fair) from B+ (Good) and issuer credit rating to "bb+" from "bbb-
" of Ullico Casualty Company (Ullico Casualty) (headquartered in
the District of Columbia), placing both ratings under review with
negative implications.

These actions reflect the myriad of challenges brought on by the
change in Ullico Casualty's fronting partner, the recent change in
leadership with the departure of its senior management team, the
wind-down of its substantial non-core program business and the
adverse reserve development associated with this business.  The
run off of Ullico Casualty's non-core business also brings into
question the potential for future adverse reserve development on
this discontinued business and the additional collateral to
support these reserves.

These actions stem from a notice of termination issued to Ullico
Casualty by its fronting partner, Hudson Insurance Company, and
the business uncertainties related to this event prior and
subsequent to its effective termination.  The rating actions also
take into account any additional (collateral) costs and fees
associated with its new fronting relationship with State National
Insurance Company, Inc. (State National) (which had a fronting
relationship with Ullico Casualty prior to Hudson Insurance
Company), as well as any attrition caused by this change.

According to management, Ullico Casualty has fully executed
agreements as of February 1, 2012 with its former fronting
partner, State National.  At the same time, management has
received approval for its newly established risk purchasing group,
which is being used to cover those states that require 90-day
regulatory approvals for rates and forms.  Ullico Casualty's
ratings will remain under review pending a meeting with management
and resolution of these issues.


UNISYS CORP: Fairpointe Capital Discloses 10.2% Equity Stake
------------------------------------------------------------
Fairpointe Capital LLC disclosed in a Schedule 13G filing with the
U.S. Securities and Exchange Commission that, as of Jan. 31, 2012,
it beneficially owns 4,156,118 shares of common stock of Unisys
Corporation representing 10.26% of the shares outstanding.  A
full-text copy of the filing is available at http://is.gd/FhTYy6

                         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.


UNIVITA HEALTH: Moody's Affirms 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed the Corporate Family and
Probability of Default Ratings for Univita Health, Inc.
("Univita") at B2 and B3, respectively and changed the rating
outlook to negative from stable.

These ratings were affirmed/LGD assessment revised:

Univita Health, Inc.

Corporate Family Rating at B2;

Probability of Default Rating at B3;

$20 million senior secured revolving credit facility expiring 2016
at B2 (LGD 3, 33%) from (LGD 3, 32%)

$200 million senior secured term loan due 2017 at B2 (LGD 3, 33%)
from (LGD 3, 32%)

The outlook is negative

RATINGS RATIONALE

The change in outlook to negative reflects the company's weaker
operating performance since the initial rating in May of 2011 and
Moody's expectation that the company will end the year below
budget. The company's revenue and EBITDA growth are tracking below
expectations due to delays in implementing new contracts within
its Integrated Homecare segment, while at the same time increasing
infrastructure investments within this segment. As a result,
fourth quarter covenants are expected to be tight and Moody's does
not anticipate the cushion level under its covenant ratios
improving over the next few quarters. Moody's also does not expect
the company to need a covenant waiver at this time.

Univita's B2 Corporate Family Rating is constrained by its
relatively small scale, with revenue under $250 million, high
customer concentration and ongoing reimbursement pressures facing
many of its payors. In addition, the company's lack of product
diversity also constrains the rating. Univita's rating is
supported by good revenue visibility associated with its Insurance
Administration Services and stable customer relationships.

The negative outlook reflects Moody's belief that Univita's top-
line performance will remain constrained for the next few quarters
as the company works to implement previously delayed contracts in
fiscal 2012, while also focusing on lowering adjusted financial
leverage to around 4 times.

The ratings could face downward pressure if revenues and
profitability weaken over the near-term, resulting in further
covenant deterioration or should free cash flow turn negative. The
rating could also be downgraded if the company undertakes further
debt financed acquisitions that materially increase leverage above
5 times.

With a negative outlook, an upgrade is unlikely over the near-
term, given the company's small revenue base and leverage above 4
times. Over the medium term, a material expansion of the revenue
base and an improvement in credit metrics leading to sustained
leverage in the low 3 times range to compensate for size could
result in a rating upgrade.

Headquartered in Eden Prairie, MN, Univita operates in three
areas. Its Integrated Home Care unit provides sub-acute healthcare
services to patients in their homes. Its Insurance Administration
Services unit provides BPO services including application
processing, underwriting services and policy administration claims
services on behalf of insurers. Its Engagement unit provides
health assessments and care planning services to enable
independent aging. Univita is majority owned by financial sponsor
Genstar Capital, LLC and management.

The principal methodologies used in rating Univita were 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.


US POSTAL: To Default on Health Benefits Absent Law Changes
-----------------------------------------------------------
The U.S. Postal Service ended the first three months of its 2012
fiscal year (Oct. 1 - Dec. 31, 2011) with a net loss of $3.3
billion.  Management expects large losses to continue until the
Postal Service has implemented its network re-design and down-
sizing and has restructured its healthcare program.  Additionally,
the return to financial stability requires legislation which gives
the Postal Service typical commercial freedoms, including delivery
flexibility, returns over $10 billion of amounts overpaid to the
Federal Government and resolves the need to prefund retiree
healthcare at rates not assessed any other entity in the United
States.

Stronger than expected holiday shipping activity, driven by strong
growth in online merchandise sales and successful USPS marketing
efforts, helped the Postal Service grow its competitive Shipping
Services business in the first quarter, with revenue totaling $2.8
billion, an increase of $179 million or 7 % over the same period
last year.  However, declines in First-Class and Standard Mail of
$650 million were 3.7% of total revenue and greatly exceed the
gains made in the package business. First-Class Mail declines due
to electronic migration of transactions are expected to continue
for the foreseeable future.

Mailing Services revenue, excluding First-Class Mail parcels,
totaled $14.5 billion, a decrease of 2.9 %. First-Class Mail
continued to decline, with revenue decreasing 4.1 % compared to
the same period last year.  First-Class Mail revenue has declined
nearly 15 % and volume has declined 25 % since volume peaked in
2006.  While some of the decline is attributable to economic
weakness since 2007, the more significant factor is the continuing
transition to electronic alternatives.

"Technology continues to have a major impact on how our customers
use the mail," said Postmaster General and CEO Patrick Donahoe.
"While it has helped us grow our Shipping Services businesses, it
has had a significant negative impact on some of our much larger
sources of revenue, particularly First-Class Mail. Revenue from
Shipping Services represents about 17 % of total revenue and, even
with continued growth, cannot fully offset the decline in First-
Class Mail revenue."

To return to profitability, Donahoe has advanced a plan to reduce
annual costs by $20 billion by 2015.  The plan includes continued
aggressive actions to generate additional revenue and reduce
operating expenses.  To reach the goal, the Postal Service also
needs changes in the law.  "Passage of legislation is urgently
needed that provides the Postal Service with the speed and
flexibility needed to cut costs that are not under our control,
including employee health care costs," Donahoe said.  "The changes
will give the Postal Service a bright future and provide the
nation with affordable and reliable delivery for generations to
come."

Other details of the first quarter results compared to the same
period last year include:

Total mail volume of 43.7 billion pieces, a 6 % decrease.

Operating revenue of $17.7 billion, a 1.1 % decrease.

Operating expenses (before prefunding of retiree health benefits
and the impact of discount rate changes for worker's compensation
liability) of $17.8 billion, a 1 % increase.

Transportation expenses increased by $105 million, or 6.3 %, due
to rising fuel costs. The Postal Service continues to decrease
controllable costs, including an 8 million decrease in work hours,
or 2.8 %. Total compensation and benefits expenses decreased by
$180 million, or 1.4 %.

The Postal Service continues to suffer from a severe lack of
liquidity.  "Absent significant changes in the law to allow normal
commercial freedoms, the Postal Service will default on both
retiree health benefits pre-payments to the federal government due
this year," said Chief Financial Officer Joe Corbett.  "Even if
legislation changes or eliminates the prefunding payments, we may
reach our $15 billion debt ceiling in the fall of this year."

Complete financial results are available in the Form 10-Q,
available after 10 a.m. ET today, at http://about.usps.com/who-we-
are/financials/welcome.htm .

The Postal Service receives no tax dollars for operating expenses
and relies on the sale of postage, products and services to fund
its operations.

A self-supporting government enterprise, the U.S. Postal Service
is the only delivery service that reaches every address in the
nation, 151 million residences, businesses and Post Office Boxes.
The Postal Service receives no tax dollars for operating expenses,
and relies on the sale of postage, products and services to fund
its operations.  With 32,000 retail locations and the most
frequently visited website in the federal government, usps.com,
the Postal Service has annual revenue of more than $65 billion and
delivers nearly 40 % of the world's mail. If it were a private
sector company, the U.S. Postal Service would rank 35th in the
2011 Fortune 500.  In 2011, the U.S. Postal Service was ranked
number one in overall service performance, out of the top 20
wealthiest nations in the world, Oxford Strategic Consulting.
Black Enterprise and Hispanic Business magazines ranked the Postal
Service as a leader in workforce diversity.  The Postal Service
has been named the Most Trusted Government Agency for six years
and the sixth Most Trusted Business in the nation by the Ponemon
Institute.


USEC INC: 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 6,369,912 shares of common stock of
USEC Inc representing 5.22% of the shares outstanding.  A full-
text copy of the filing is available at http://is.gd/vGegNK

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

The Company reported a net loss of $44.70 million on $1.21 billion
of total revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $1.50 million on $1.37 billion of
total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $4.04
billion in total assets, $2.72 billion in total liabilities and
$1.32 billion in stockholders' equity.

                          *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's, and 'CCC+' long
term foreign issuer credit rating and 'CCC-' long term local
issuer credit rating, with outlook "developing", from Standard &
Poor's.

In May 2010, S&P said that its rating and outlook on USEC Inc. are
not affected by the announcement that Toshiba Corp. and Babcock &
Wilcox Investment Co., an affiliate of The Babcock & Wilcox Co.,
have signed a definitive investment agreement for $200 million
with USEC.


USELTON ARMS: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Uselton Arms, Inc., doing business as Uselton Shooting Sports
filed on Feb. 8, 2012, for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court for the Middle District of Tennessee.

Annie Johnson, staff reporter at Nashville Business Journal,
reports that the Company listed $1.6 million in liabilities and
$576,000 in assets.  Among the company's largest secured creditors
is Southeast Financial Federal Credit Union for a $1.3 million
lien against Uselton's property at 390 Southwinds Drive in
Franklin.  Uselton's gross income for the previous 12 months
before the filing was $667,000.

Uselton Shooting owns and operates an indoor shooting range.


USELTON ARMS: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Uselton Arms, Inc.
          dba USELTON SHOOTING SPORTS
        390 Southwinds Drive
        Franklin, TN 37067

Bankruptcy Case No.: 12-01124

Chapter 11 Petition Date: February 7, 2012

Court: U.S. Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Keith M. Lundin

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  LAW OFFICES LEFKOVITZ & LEFKOVITZ
                  618 Church Street, Suite 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 255-4516
                  E-mail: slefkovitz@lefkovitz.com

Scheduled Assets: $576,370

Scheduled Liabilities: $1,555,052

The Company's list of its six largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/tnmb12-01124.pdf

The petition was signed by Janelle Uselton, secretary.


VERENIUM CORP: BlackRock Discloses 5% Equity Stake
--------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, BlackRock, Inc., disclosed that, as of Dec. 30, 2011,
it beneficially owns 639,102 shares of common stock of Verenium
Corp representing 5.07% of the shares outstanding.  A full-text
copy of the filing is available for free at http://is.gd/1BiAza

                   About Verenium Corporation

Cambridge, Mass.-based Verenium Corporation (NASDAQ: VRNM) --
http://www.verenium.com/-- is a pioneer in the development and
commercialization of high-performance enzymes for use in
industrial processes.  Verenium currently sells enzymes developed
using its R&D capabilities to industrial customers globally for
use in markets including biofuels, animal health and oil seed
processing.

As reported in the Troubled Company Reporter on March 19, 2010,
Ernst & Young LLP, in San Diego, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that of the Company's recurring
operating losses and accumulated deficit of $630.0 million at
Dec. 31, 2009.

The Company's balance sheet at Sept. 30, 2011, showed
$63.29 million in total assets, $50.97 million in total
liabilities, and $12.31 million in total stockholders' equity.

                         Bankruptcy Warning

The Company had income from operations of $2.1 million and a loss
on operations of $3.9 million for the three and nine months ended
September 30, 2011 and had an accumulated deficit of $597.8
million as of Sept. 30, 2011.  In connection with the sale of the
LC business in September 2010, the Company received net cash
proceeds of approximately $96.0 million.  To date the Company has
used net proceeds of approximately $59.2 million from the sale of
the LC business for debt retirement.  The Company intends to use
the remaining net proceeds for continued investment in product
development and manufacturing improvement efforts, build-out of
the Company's new research and development and corporate
headquarters in San Diego, and for general corporate purposes,
including working capital, and, as appropriate, for additional
debt retirement.

The holders of the 2007 Notes have the right to require the
Company to purchase the 2007 Notes for cash on each of April 1,
2012, April 1, 2017 and April 1, 2022.  Assuming the holders of
the 2007 Notes exercise their put option in 2012, based on current
cash resources and 2011 operating plan, the Company's existing
working capital will not be sufficient to meet the cash
requirements to fund the retirement of the 2007 Notes, and planned
operating expenses, capital expenditures and working capital
requirements after such exercise without additional sources of
cash.  If the Company is unable to re-finance the 2007 Notes or
raise additional capital, it will need to defer, reduce or
eliminate significant planned expenditures, restructure or
significantly curtail operations, issue equity in exchange for the
2007 Notes at substantial dilution to current stockholders, file
for bankruptcy, or cease operations.


VLG HOSPITALITY: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: VLG Hospitality, LLC
          dba Holiday Inn Express
        10619 US Highway 19
        Port Richey, FL 34668

Bankruptcy Case No.: 12-01689

Chapter 11 Petition Date: February 8, 2012

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

Debtor's Counsel: Buddy D. Ford, Esq.
                  BUDDY D. FORD, P.A.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  E-mail: Buddy@tampaesq.com

Scheduled Assets: $3,331,252

Scheduled Liabilities: $6,424,128

The Company's list of its 13 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flmb12-01689.pdf

The petition was signed by Kotam R. Reddy as Manager of VVL
Hospitality, LLC, managing member.


WARNER MUSIC: Incurs $26 Million Net Loss in Fiscal Q1
------------------------------------------------------
Warner Music Group Corp. filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $26 million on $779 million of revenue for the three
months ended Dec. 31, 2011, compared with a net loss of $18
million on $778 million of revenue for the same period during the
prior year.

The Company's balance sheet at Dec. 31, 2011, $5.37 billion in
total assets, $4.33 billion in total liabilities and $1.04 billion
in total equity.

"This quarter's results reflect a solid performance throughout WMG
as we grew digital Recorded Music revenue and total Music
Publishing revenue," said Stephen Cooper, Warner Music Group's
CEO.  "Going forward we will continue to focus on long-term artist
development, revenue diversification and cost management."

"Our continued focus on executing cost savings and disciplined
investing enabled us to increase OIBDA, OIBDA margin, total cash
and Free Cash Flow in the quarter," added Brian Roberts, Warner
Music Group's Executive Vice President and CFO.

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

                        http://is.gd/4sVcmr

                     About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

                        *     *     *

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.


WESTERLY HOSPITAL: Moody's Cuts Long-Term Bond Rating to 'Ca1'
--------------------------------------------------------------
Moody's Investors Service has downgrade to Ca from Caa1 the long-
term rating assigned to Westerly Hospital's (Westerly) Series 1994
bonds issued by Rhode Island Health & Educational Building
Corporation. Moody's is withdrawing the rating at this time due to
insufficient information.

SUMMARY RATINGS RATIONALE

The downgrade to the Ca bond rating reflects Moody's estimate,
with the limited information available, of the recovery for
bondholders after Westerly filed for receivership on December 15,
2011. There continues to be some uncertainty of the outcome of the
special master's decisions regarding future debt payments and the
level of recovery available to bond holders. Moody's is
withdrawing the rating at this time due to insufficient
information

CHALLENGES

*Receivership filing on December 15, 2011, is an event of
bankruptcy in the State of Rhode Island and protects the hospital
from creditors; a special master has been appointed and is
overseeing operation of and making decision for the hospital

*Tapping of a portion of the debt service reserve fund to pay the
January 1, 2012 bond payment

*Very weak (unaudited) cash position as of July 31, 2011, when
removing collateral for two lines of credit and a promissory note
all at the same local bank, unencumbered cash declined to $2.7
million or 10.9 days cash on hand

*Large amount of obligations beyond the Series 1994 bonds in the
form of two bank lines and a promissory note all with one local
bank; the bank requires that all of these obligations be
collateralized; the absolute dollar amount of the obligations is
unknown at this time, however according to the special master, the
bank is working to restructure the collateral requirement and the
hospital has paid down a portion of the amount owed to the bank

*Operating loss of $5.8 million through 10 months of FY 2011;
revenues declined 4.2% in 10 months of FY 2011 from 10 months of
FY 2010; multi-year trend of operating losses and negative
operating cash flow in FY 2011 has severely limited the ability to
increase liquidity

*Volume declines in eight out of the last ten years continuing in
the first half of FY 2011 with 8.8% decline in admissions and 5.7%
decline in emergency room visits as compared to the same period
during the prior year

*Large underfunded pension liability that adds to Westerly's
liabilities, at July 31, 2011 the liability was recorded to be
$22.4 million; the full pension liability is unknown at this time,
however Moody's expects that it has grown as the discount rate has
declined in FY 2011

STRENGTHS

*All fixed rate debt

PRINCIPAL METHODOLOGY USED

The principal methodology used in this rating was Not-for-Profit
Hospitals and Health Systems published in January 2008.


WHITE KNOLL: Files for Chapter 11 in Los Angeles
------------------------------------------------
White Knoll Venture, Ltd., filed a bare-bones Chapter 11 petition
in its hometown in Los Angeles, California (Bankr. C.D. Calif.
Case No. 12-14737) on Feb. 9, 2012.

White Knoll, which claims to be a Single Asset Real Estate as
defined in 11 U.S.C. Sec. 101(51B), estimated up to $50 million in
assets and up to $10 million in liabilities.

The court docket says incomplete filings, including the schedules
of assets and liabilities and the statement of financial affairs,
are due Feb. 23, 2012.


WILLIAM LYON: Gets Confirmation of Pre-Packaged Plan
----------------------------------------------------
William Lyon Homes, which develops new home communities in
California, Arizona and Nevada, disclosed that its pre-packaged
plan of reorganization has been confirmed by the U.S. Bankruptcy
Court just 53 days after its plan and related petitions were
filed.  The Company expects to emerge by the end of February.

As previously announced, upon emergence, approximately $180
million in principal amount of debt will be eliminated as part of
the recapitalization plan, resulting in a 37% reduction in overall
debt.  Annual cash interest expense will also be reduced by nearly
$25 million or approximately 45% compared with current levels.

"The successful and rapid recapitalization of the Company is due
in large part to the continued loyalty of our customers and
suppliers, the professionalism and dedication of our employees and
the commitment and support of our creditor groups," said Chief
Executive Officer General William Lyon.

The plan of reorganization, which is supported by all of the
Company's stakeholder groups, significantly strengthens the
Company's liquidity by providing $85 million in new capital
investment upon emergence.

"Since we began this process just a few months ago, William Lyon
Homes has successfully recapitalized the Company's financial
position, strengthened its business through the acquisition of
highly desirable properties in Northern California and South
Orange County, and built a foundation from which we can grow. In a
matter of days, William Lyon Homes will emerge from this process a
more competitive company with a strong balance sheet," Chief
Operating Officer and President William H. Lyon stated.

"Today marks the beginning of the next phase in William Lyon
Homes' long history," said Executive Vice President Matthew R.
Zaist.  "We are extremely appreciative of the support of all of
our stakeholders and are confident that William Lyon Homes will
continue to develop premier communities for many years to come."

Irell & Manella and Pachulski Stang Ziehl and Jones served as
legal counsel and Alvarez & Marsal served as financial advisor to
the Company.

                     About William Lyon Homes

Based in Newport Beach, California, William Lyon Homes and its
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.

William Lyon Homes and its affiliates commenced a prepackaged
Chapter 11 reorganization (Bankr. D. Del. Lead Case No. 11-14019)
on Dec. 19, 2011.  William Lyon had been pursuing an out-of-court
restructuring since January.  The reorganization plan, announced
in November, will reduce debt on borrowed money from $510 million
to $328 million.  The Debtors intend to obtain approval of the
bankruptcy plan at a hearing beginning Feb. 10, 2012.

The Chapter 11 plan already has been accepted by 97% in amount and
93% in number of senior unsecured notes.  The Plan exchanges the
notes for equity and generates $85 million in new cash.  Holders
owed $300 million on senior unsecured notes are to exchange the
debt for $75 million in new secured notes plus 28.5% of the common
equity. The Lyon family will invest $25 million in return for 20%
of the common stock and warrants for another 9.1%.  Senior secured
lenders led by ColFin WLH Funding LLC, an affiliate of real-estate
finance and investment company Colony Financial Inc., would
receive a new $235 million 10.25% three-year secured note for
existing secured claim of at least $206 million in principal.
There will be a rights offering to buy $10 million in common stock
and $50 million in convertible preferred stock, representing 51.5%
of the new equity.  A noteholder has agreed to buy any of the
offering that isn't purchased.

The company didn't make a $7.5 million interest payment payable
Oct. 1, 2011, on $138.8 million in 10.75% senior notes due 2013.

William Lyon expects to pay its remaining creditors in full,
including vendors and other general unsecured creditors.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
Pachulski Stang Ziehl & Jones LLP serve as the Debtors' counsel.
Lawyers at Irell & Manella LLP serve as their special counsel.
Alvarez & Marsal Holdings LLC serves as the Debtors' financial
advisors.  Kurtzman Carson Consultants, LLC, serves as the
Debtors' claims and notice agent.  The petition says assets are
$593.5 million with debt totaling $606.6 million as of Sept. 30,
2011.

Counsel to the Backstop Investors are Matthew K. Kelsey, Esq., and
J. Eric Wise, Esq., at Gibson, Dunn & Crutcher LLP.  Counsel to
the Ad Hoc Noteholders Group are Mark Shinderman, Esq., and Neil
Wertlieb, Esq., at Milbank, Tweed, Hadley & McCloy LLP.  Delaware
Counsel to the Ad Hoc Noteholders Group is Robert J. Dehney, Esq.,
at Morris, Nichols, Arsht & Tunnell LLP.  The Prepetition Agent
and the Prepetition Secured Lenders are represented by David P.
Simonds, Esq., at Akin Gump Strauss Hauer & Feld LLP and David
Stratton, Esq., at Pepper Hamilton LLP.  The Prepetition Lenders
also have hired FTI Consulting Inc. as advisors.


WINDMILL ENVIRONMENTAL: Case Summary & 21 Largest Unsec Creditors
-----------------------------------------------------------------
Debtor: Windmill Environmental Services, LLC
        170 Shepard Avenue #A
        Wheeling, IL 60090

Bankruptcy Case No.: 12-03912

Chapter 11 Petition Date: February 3, 2012

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: Bruce E de'Medici, Esq.
                  834 Forest Avenue
                  Oak Park, IL 60302
                  Tel: (312) 731-6778
                  E-mail: bdemedici@gmail.com

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

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

A copy of the list of 21 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilnb12-03912.pdf

The petition was signed by Jerome Dykstra, member.


WINGATE AIRPORT: Satisfied Liens, Wants Chapter 11 Case Dismissed
-----------------------------------------------------------------
Wingate Airport South, LLC, asks the U.S. Bankruptcy Court for the
District of Nevada to dismiss its Chapter 11 case.

The Debtor relates that all creditors and liens had been
satisfied.

As reported in the Troubled Company Reporter on Jan. 19, 2012, the
Court approved the amended motion of the Debtor for authorization
to borrow $2,000,000 from Lender's Mortgage to be used, among
other purposes, to satisfy all of the consensual and mechanic's
liens against the Real Property owned by Debtor located 355 East
Warm Springs Road, Las Vegas, Nevada.

The Court ordered that that should the Loan be funded and the
proceeds of the Loan be paid, the Debtor will, within 30 days of
the entry of this Order, lodge with this Court, an Order
dismissing the bankruptcy proceeding.

                      About Wingate Airport

Las Vegas, Nevada-based Wingate Airport South, LLC, owns real
property located at 355 E. Warm Springs Road, Las Vegas, Nevada,
consisting of a partially completed Wyndham Hotel and land.  The
Company filed for Chapter 11 bankruptcy protection (Bankr. D. Nev.
Case No. 11-11950) on Feb. 11, 2011.  In its schedules, the Debtor
disclosed $12,000,000 in assets and $9,497,529 in liabilities as
of the Petition Date.  Neil J. Beller, Esq., at Neil J. Beller,
Ltd., in Las Vegas, represents the Debtor as counsel.

On June 20, 2011, the Bankruptcy Court entered an order
determining that the Debtor is a "Single Asset Real Estate" Debtor
pursuant to 11 U.S.C. Sections 101(51B) and 362(D)(3).

As reported in the TCR on Nov. 25, 2011, the Debtor filed a
disclosure statement explaining its Chapter 11 Plan of
Reorganization.

The secured claim of Multibank 2009-1 CRE Venture, LLC will be
paid the sum of $1,100,000 for a full release of all claims it has
against Debtor.  Allowed Equity interest holders will retain their
interest.


WOODWARD-PARKER CORPORATION: Case Summary & Creditors List
----------------------------------------------------------
Debtor: Woodward-Parker Corporation, P.C.
        44060 Woodward Avenue, Suite 200
        Bloomfield Hills, MI 48302

Bankruptcy Case No.: 12-42728

Chapter 11 Petition Date: February 8, 2012

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

Judge: Steven W. Rhodes

Debtor's Counsel: H. Wallace Parker, Esq.
                  PARKER, MCGRUDER & ASSOCS., P.C.
                  44060 Woodward Avenue, Suite 200
                  Bloomfield Hills, MI 48302
                  Tel: (248) 332-0222

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

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

The Company's list of its 13 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/mieb12-42728.pdf

The petition was signed by H. Wallace Parker, president.


YESHIVA NESIVOS: Case Summary & 21 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Yeshiva Nesivos Ohr, Inc.
          aka Yeshiva Yishrei Lev
        525 Oberlin Avenue
        Lakewood, NJ 08701

Bankruptcy Case No.: 12-13036

Chapter 11 Petition Date: February 8, 2012

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

Judge: Raymond T. Lyons, Jr.

Debtor's Counsel: Richard J. Kwasny, Esq.
                  KWASNY REILLY HAFT & SACCO
                  53 South Main Street
                  Yardley, PA 19067
                  Tel: (215) 321-0300
                  Fax: (215) 321-9336
                  E-mail: kwasnylaw@aol.com

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

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

The Company's list of its 21 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/njb12-13036.pdf

The petition was signed by Rabbi Osher Levovitz, owner.


ZALE CORP: BlackRock Discloses 7.3% Equity Stake
------------------------------------------------
BlackRock, Inc., disclosed in a Schedule 13G filing with the U.S.
Securities and Exchange Commission that, as of Dec. 30, 2011, it
beneficially owns 2,356,309 shares of common stock of Zale Corp
representing 7.32% of the shares outstanding.  A full-text copy of
the filing is available for free at http://is.gd/71rNKy

                       About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online. Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

As reported by the Troubled Company Reporter on February 10, 2010,
The Deal.com's Sara Behunek reported that analysts said bankruptcy
looms for Zale if it fails to restructure its debt and put in
place a solid merchandising strategy.

The Company reported a net loss of $112.30 million on $1.74
billion of revenue for the year ended July 31, 2011, compared with
a net loss of $93.67 million on $1.61 billion of revenue during
the prior year.

The Company's balance sheet at Oct. 31, 2011, showed $1.31 billion
in total assets, $1.14 billion in total liabilities and $173.51
million total stockholders' investment.


* S&P: Global Corporate Defaults Total 14 So Far in 2012
--------------------------------------------------------
Two corporate issuers defaulted last week, raising the 2012 global
tally to 14, said an article published Feb. 9 by Standard & Poor's
Global Fixed Income Research, titled "Global Corporate Default
Update (Feb. 2 - 8, 2012)."

The first default occurred after TCO Funding Corp., an entity
formed by U.S.-based Tensar Corp. to comply with Islamic Shari'ah
financing rules, failed to make a quarterly amortization payment
on its first-lien term loan.  As a result, Standard & Poor's
Ratings Services lowered the issue-level rating to 'D' and the
corporate credit rating on Tensar Corp. to 'SD', indicating
selective default.

The second defaulter was Georgia-based Global Aviation Holdings
Inc., which filed for Chapter 11 protection under the U.S.
Bankruptcy Code.

So far this year, missed payments accounted for four defaults,
bankruptcy filings accounted for three, distressed exchanges were
responsible for two, and three defaulters were confidential. Of
the remaining defaults, one was due to a notice of acceleration by
the issuer's lender and the other was due to the company's
placement under regulatory supervision.  In 2011, 21 issuers
defaulted because of missed interest or principal payments, and 13
because of bankruptcy filings -- both of which were among the top
reasons for defaults in 2010.  Distressed exchanges -- another top
reason for default in 2010 -- followed with 11 defaults in 2011.
Of the remaining defaults, two issuers failed to finalize
refinancing on bank loans and another two were subject to
regulatory action, one had its banking license revoked by its
country's central bank, another was appointed a receiver, and two
were confidential.

Standard & Poor's expects the U.S. corporate trailing 12-month
speculative-grade default rate to rise to 3.3% by December 2012
from 1.98% as of December 2011.  Its baseline projection is still
lower than the long-term (1981-2011) average of 4.5%.  A total of
51 issuers would need to default in the 12 months ending December
2012 to reach this projection.  Five U.S. speculative-grade
companies defaulted as of Jan. 31, 2012, bringing the default rate
up to an estimated 2.4%. In 2011, 29 speculative-grade issuers
defaulted during the 12 months ended December 2011 -- 12 of which
defaulted in the fourth quarter.

In addition to its baseline projection, S&P forecasts the default
rate in its optimistic and pessimistic scenarios.  Its optimistic
default rate forecast assumes that the U.S. economy and financial
markets perform better than expected. As a result, S&P would
expect the default rate to be just below the current level at 1.8%
by December 2012 (or 28 defaults during the 12-month period). On
the other hand, a financial collapse and a deep recession in
Europe could lead to another recession in the U.S. Under this
pessimistic scenario, S&P would expect the default rate to be 5.3%
(or 81 defaults during the 12-month period).


* Bank Failures in Illinois and Indiana Bring 2012 Tally to 9
-------------------------------------------------------------
Regulators on Friday closed small banks in Illinois and Indiana,
increasing to nine the number of U.S. bank failures this year,
taking a slower pace than in 2011, when there were 92 bank
closures.

Bloomberg News notes that the number of closures already had
dropped sharply in 2011 from the two previous years, when banks
were working their way through the bad debt accumulated in the
recession.  By this time last year, regulators had shuttered twice
as many banks -- 18.

The Federal Deposit Insurance Corp. seized Charter National Bank
and Trust, based in Hoffman Estates, Ill., with $93.9 million in
assets and $89.5 million in deposits, and SCB Bank, based in
Shelbyville, Ind., with $182.6 million in assets and $171.6
million in deposits.

Barrington Bank & Trust Co., based in Barrington, Ill., agreed to
assume the assets and deposits of Charter National Bank and Trust.
First Merchants Bank, based in Muncie, Ind., is assuming the
assets and deposits of SCB Bank.

The failure of Charter National Bank and Trust is expected to cost
the deposit insurance fund $17.4 million. SCB Bank's failure is
expected to cost $33.9 million.

                      2012 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                Loss-Share
                                Transaction Party    FDIC Cost
                   Assets of    Bank That Assumed    to Insurance
                   Closed Bank  Deposits & Bought    Fund
  Closed Bank      (millions)   Certain Assets       (millions)
  -----------      -----------  -----------------    ------------
SCB Bank               $182.6   First Merchants Bank      $33.9
Charter Nat'l Bank      $93.9   Barrington Bank           $17.4

BankEast               $272.6   U.S. Bank N.A.            $75.6
Patriot Bank           $111.3   First Resource Bank       $32.6
First Guaranty Bank    $377.9   CenterState Bank          $82.0
Tennessee Commerce   $1,185.0   Republic Bank & Trust    $416.8
The First State Bank   $416.8   Hamilton State Bank      $416.8
Central Florida         $79.1   CenterState Bank          $24.4
American Eagle          $19.6   Capital Bank, N.A.         $3.2

In 2011, there were 92 failed banks, compared with 157 in 2010,
140 in 2009 and just 25 for 2008.

A complete list of banks that failed since 2000 is available at:

   http://www.fdic.gov/bank/individual/failed/banklist.html

                    865 Banks in Problem List

The Federal Deposit Insurance Corp.'s list of "problem" banks fell
in the second quarter 2011 for the first time since 2006 as the
industry's income improved and costs tied to bad loans eased.  The
confidential list of banks deemed at greater risk of collapse
shrank by 23 firms to 865, the FDIC said Aug. 23 in its Quarterly
Banking Profile.  The last time that happened was the third
quarter of 2006 before the credit crisis began, the agency said.

The FDIC defines "problem" institutions as those with financial,
operational or managerial weaknesses that threaten their
viability.

The deposit insurance fund, which protects customer holdings up to
$250,000 per account in the event of a failure, was positive for
the first time in two years, the agency said.  The fund rose to
$3.9 billion, because of fewer expected bank failures and
assessment revenue, the agency said.  The FDIC insures deposits at
more than 7,500 banks and thrifts.

                Problem Institutions        Failed Institutions
                --------------------        -------------------
Year           Number  Assets (Mil)        Number Assets (Mil)
----           ------  ------------        ------ ------------
2010              884      $390,017         157        $92,085
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

Federal regulators assign a composite rating to each financial
institution, based upon an evaluation of financial and operational
criteria.  The rating is based on a scale of 1 to 5 in ascending
order of supervisory concern.  "Problem" institutions are those
institutions with financial, operational, or managerial weaknesses
that threaten their continued financial viability. Depending upon
the degree of risk and supervisory concern, they are rated either
a "4" or "5."  The number and assets of "problem" institutions are
based on FDIC composite ratings.  Prior to March 31, 2008, for
institutions whose primary federal regulator was the OTS, the OTS
composite rating was used.


* Divided Court Makes Demand Letters Non-Dischargeable
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a divided panel of the U.S. Court of Appeals in New
Orleans issued an opinion on Feb. 8 that the dissent says
transforms "all litigation precipitated by aggressive demand
letters into potential 'malicious' acts for purposes of
nondischargeability."  The lawyer for the losing side said he will
file a request for the case to be heard again by all active judges
on the appeals court.

The case, Shcolnik v. Rapid Settlements Ltd. (In re Shcolnik),
10-20800, 5th U.S. Circuit Court of Appeals (New Orleans), dealt
with an individual who claimed ownership in a company.  In an
ensuing arbitration, the arbitrators decided he had no ownership
and awarded the company $50,000 in attorneys' fees.  When the
individual later filed bankruptcy, the company contended the
$50,000 was non-dischargeable under Section 523(a)(6) of the
Bankruptcy Code as a willful and malicious injury.

According to the report, the majority opinion, written by Chief
Circuit Judge Edith H. Jones, reverses rulings by the bankruptcy
court and district court to dismiss the non-dischargeability
complaint.  Judge Jones sent the dispute back to bankruptcy court
for trial.  Judge Jones said there was an issue of fact to decide
at trial over whether the demand letter "resulted in willful and
malicious injury if his claims of ownership were made in bad faith
as a pretense to extract money."


* Unclaimed Money Haunts Firms Winding Down in Bankruptcy
---------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the corpses of
companies that were too broke to pay their bills are resting on
piles of cash -- and nobody agrees on what to do with it.


* Attack on Judicial Arbitration has Delaware Playing Defense
-------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that judges from one of
the most powerful business courts in the country defended their
decision to hear big business cases in secret against citizen
watchdogs who say their constitutional rights are being violated.


* Cohen & Grisby Adds S. Goncz to Estates & Trusts Group
--------------------------------------------------------
Cohen & Grigsby, a business law firm with headquarters in
Pittsburgh, PA and an office in Naples, FL, added of Samuel J.
Goncz as a director in the Estates & Trusts Group.

Goncz focuses his practice on business succession planning, estate
planning, and estate and trust administration, with a special
emphasis on federal estate tax matters.  His clients include
owners of closely held businesses, executives, and those of
multigenerational wealth.  He serves as a lecturer for the
Pennsylvania Bar Institute's continuing legal education program,
and regularly speaks to client and professional groups regarding a
broad range of wealth transfer and succession planning topics.
Goncz is listed in The Best Lawyers in America and is a member of
the Planned Giving Advisory Committees of the Pittsburgh
Foundation and Grove City College.  He also is active with the
Southwestern Pennsylvania Synod of the Evangelical Lutheran Church
in America (ELCA) and is a member or officer of a number of
committees and boards of related charitable organizations.

Goncz earned his J.D. in 1992 from Washington and Lee University
and a Bachelor of Arts degree from Grove City College in 1989.

The new attorney can be reached at:

         Samuel J. Goncz
         COHEN & GRIGSBY, P.C
         Tel: 412.297.4810
         E-mail: sgoncz@cohenlaw.com

                     About Cohen & Grigsby

Since 1981, Cohen & Grigsby, P.C. -- http://www.cohenlaw.com/--
and its attorneys have provided sound legal advice and solutions
to clients that seek to maximize their potential in a constantly
changing global marketplace.  Comprised of more than 130 lawyers,
Cohen & Grigsby maintains offices in Pittsburgh, PA and Naples,
FL.  The firm's practice areas include Business & Tax, Labor &
Employment, Immigration/International Business, Real Estate &
Public Finance, Litigation, Estates & Trust, Intellectual
Property, Bankruptcy & Creditors Rights, and Public Affairs.
Cohen & Grigsby represents private and publicly held businesses,
nonprofits, multinational corporations, individuals and emerging
businesses across a full spectrum of industries.


* Charles Kazaz Joins Blakes Environmental Group as Partner
-----------------------------------------------------------
Blake, Cassels & Graydon LLP on Feb. 13 announced that Charles
Kazaz has joined the Environmental Group as a Partner in both the
Montreal and Toronto offices.

"Charles is one of the leading environmental lawyers in Quebec and
is well known across Canada and in the U.S.," said Brock Gibson,
the Firm's Chair.  "In addition, Charles is an expert in mining.
Having him join us re-emphasizes the multidisciplinary approach we
take here at Blakes, keeping us the number one choice for local,
national and international business needs."

Mr. Kazaz's practice focuses on all aspects of environmental law.
He advises clients in the commercial, industrial, mining and
waste-management sectors.  Other areas include natural-resource
permitting and compliance with mining and forestry regulations.
He has advised several major mining companies in matters including
mine acquisitions and divestitures, mine reclamation and closure
issues, and mineral rights concerns.  He has also been involved in
negotiating agreements with First Nations.

Mr. Kazaz has been a frequent speaker and has participated in the
preparation of several continuing legal education programs in the
area of environmental law, particularly regarding contaminated
lands.  He is past chair of the Canadian Bar Association National
Environment, Energy and Resources Law Section, past chair of the
Environment Section of the Canadian Bar Association Quebec
Division as well as a past member of the Quebec Bar Standing
Committee on Environmental Law.

Mr. Kazaz is ranked in many editions of directories and guides,
including The Lexpert /American Lawyer Guide to the Leading 500
Lawyers in Canada, The Canadian Legal Lexpert Directory, Chambers
Global: The World's Leading Lawyers for Business and Law Business
Research's The International Who's Who of Mining and Environment
Lawyers.  He was also named the Best Lawyers' 2010 Montreal
Environmental Law Lawyer of the Year.

"Charles is the kind of lawyer who is as comfortable with the
directors of big multinationals as he is with leaders of any
Quebec inc. company," said Robert Torralbo, Managing Partner of
the Blakes office in Montreal.  "In fact, he is as comfortable
visiting mines as he is visiting boardrooms.  "We're very pleased
that he is making the move to Blakes."

              About the Blakes Environmental Group

Blakes is an environmental law practice in Canada.  Its team
provides environmental law advice to clients involved in business
and real estate acquisitions, leasing, commercial financing and
the development of advanced corporate strategies to minimize
exposure to environmental liabilities.  Blakes lawyers regularly
represent clients in a broad range of sectors in environmental
disputes, prosecutions, environmental assessments and hearings.
It also provides advice on environmental management and compliance
programs, due diligence procedures and training, environmental
permitting, new product toxic assessment and regulation, and major
project development approvals.

                About Blake, Cassels & Graydon LLP

Blake, Cassels & Graydon LLP -- http://www.blakes.com-- is a
Canadian business law firm.  It serves a diverse national and
international client base.  Blakes has offices across Canada and
in New York, Chicago, London, Bahrain, Beijing, and associated
offices in Al-Khobar and Shanghai


* 9th Cir. Appoints Hammond as N.D. Calif. Bankruptcy Judge
-----------------------------------------------------------
The Ninth Circuit of Appeals appointed Bankruptcy Judge M. Elaine
Hammond to a fourteen-year term of office in the Northern District
of California, Oakland, effective February 2, 2012.

          Honorable M. Elaine Hammond
          United States Bankruptcy Court

          Street Address:

          1300 Clay Street, Suite 300
          Oakland, CA 94612

          Mailing Address:

          PO Box 2070
          Oakland, CA 94604-2070

          Telephone: (510) 879-3525
          Fax:       (510) 879-3524
          Law Clerks: Sabine Muhl
          Judicial Assistant: Raenna Rorabeck
          Term expiration: February 1, 2026


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                          Total
                                          Share-      Total
                                Total   Holders'    Working
                               Assets     Equity    Capital
Company          Ticker        ($MM)      ($MM)      ($MM)
-------          ------       ------   --------    -------
ABSOLUTE SOFTWRE  ABT CN        120.2       (9.2)       2.7
ACCO BRANDS CORP  ABD US      1,050.3      (32.6)     298.7
AMC NETWORKS-A    AMCX US     2,121.5   (1,065.5)     519.5
AMER AXLE & MFG   AXL US      2,328.7     (419.6)     187.0
AMERISTAR CASINO  ASCA US     2,039.6     (105.7)     (50.8)
ANGIE'S LIST INC  ANGI US        32.6      (38.9)     (25.9)
ANOORAQ RESOURCE  ARQ SJ        927.7     (148.7)      29.2
ARRAY BIOPHARMA   ARRY US        82.2     (127.2)     (15.1)
AUTOZONE INC      AZO US      5,932.6   (1,347.1)    (736.3)
BLUEKNIGHT ENERG  BKEP US       320.8      (12.5)     (69.9)
BLUESKY SYSTEMS   BSKS US         0.1       (0.2)       -
BOSTON PIZZA R-U  BPF-U CN      146.9     (105.3)      (2.0)
CABLEVISION SY-A  CVC US      6,740.1   (5,525.9)    (886.1)
CADIZ INC         CDZI US        49.3       (4.7)       2.5
CANADIAN SATEL-A  XSR CN        174.4      (29.8)     (55.9)
CAPMARK FINANCIA  CPMK US    20,085.1     (933.1)       -
CC MEDIA-A        CCMO US    16,508.9   (7,456.0)   1,531.3
CENTENNIAL COMM   CYCL US     1,480.9     (925.9)     (52.1)
CENVEO INC        CVO US      1,407.1     (331.1)     222.9
CHENIERE ENERGY   CQP US      1,803.0     (524.1)      67.7
CHENIERE ENERGY   LNG US      2,651.4     (446.9)    (282.7)
CHOICE HOTELS     CHH US        467.9      (14.4)      28.0
CINCINNATI BELL   CBB US      2,683.8     (626.1)      22.7
CLOROX CO         CLX US      4,290.0     (199.0)    (289.0)
CLOVIS ONCOLOGY   CLVS US        26.4      (18.1)     (19.2)
CROWN HOLDINGS I  CCK US      6,868.0     (239.0)     318.0
DEAN FOODS CO     DF US       5,911.2      (58.1)     327.7
DENNY'S CORP      DENN US       280.6      (95.5)     (40.1)
DIGITAL DOMAIN M  DDMG US       178.9      (85.7)     (38.3)
DIRECTV-A         DTV US     18,232.0   (2,471.0)     103.0
DOMINO'S PIZZA    DPZ US        438.2   (1,221.0)     118.2
DUN & BRADSTREET  DNB US      1,775.6     (558.0)    (478.3)
FNB UNITED CORP   FNBN US     1,643.9     (129.9)       -
FREESCALE SEMICO  FSL US      3,415.0   (4,480.0)   1,432.0
GENCORP INC       GY US         994.2     (143.4)     102.2
GLG PARTNERS INC  GLG US        400.0     (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US      400.0     (285.6)     156.9
GRAHAM PACKAGING  GRM US      2,947.5     (520.8)     298.5
GROUPON INC       GRPN US       795.6      (15.6)    (301.0)
HANDY & HARMAN L  HNH US        380.4       (0.9)      39.2
HCA HOLDINGS INC  HCA US     26,898.0   (7,014.0)   1,679.0
HUGHES TELEMATIC  HUTC US        94.0     (111.8)     (39.0)
HUGHES TELEMATIC  HUTCU US       94.0     (111.8)     (39.0)
IDENIX PHARM      IDIX US        88.8       (2.3)      54.6
IMPERVA INC       IMPV US        42.5       (6.6)      (5.8)
INCYTE CORP       INCY US       371.2     (181.0)     225.5
IPCS INC          IPCS US       559.2      (33.0)      72.1
ISTA PHARMACEUTI  ISTA US       137.5      (34.8)      (7.5)
JUST ENERGY GROU  JE US       1,584.2     (242.2)    (215.6)
JUST ENERGY GROU  JE CN       1,584.2     (242.2)    (215.6)
KV PHARM-B        KV/B US       348.8     (410.9)     (15.3)
LEVEL 3 COMM INC  LVLT US     9,254.0     (523.0)   1,058.0
LIN TV CORP-CL A  TVL US        815.8     (115.0)      56.6
LIZ CLAIBORNE     LIZ US      1,144.0     (420.0)     (97.3)
LORILLARD INC     LO US       3,152.0   (1,174.0)   1,299.0
MAINSTREET EQUIT  MEQ CN        477.7      (11.1)       -
MANNING & NAPIER  MN US          66.1     (184.6)       -
MEAD JOHNSON      MJN US      2,766.8     (168.0)     689.6
MEDIVATION INC    MDVN US       188.3       (3.9)      89.4
MERITOR INC       MTOR US     2,553.0     (983.0)     180.0
MONEYGRAM INTERN  MGI US      5,175.6     (110.2)     (40.4)
MOODY'S CORP      MCO US      2,521.3     (174.2)     525.1
MORGANS HOTEL GR  MHGC US       480.8      (77.2)      (4.1)
NATIONAL CINEMED  NCMI US       807.9     (346.2)      56.6
NEXSTAR BROADC-A  NXST US       582.7     (187.0)      26.2
NPS PHARM INC     NPSP US       237.4      (38.6)     183.5
NYMOX PHARMACEUT  NYMX US         6.5       (5.5)       3.3
ODYSSEY MARINE    OMEX US        25.8       (0.7)      (4.1)
OTELCO INC-IDS    OTT-U CN      316.1      (10.1)      22.9
OTELCO INC-IDS    OTT US        316.1      (10.1)      22.9
PALM INC          PALM US     1,007.2       (6.2)     141.7
PDL BIOPHARMA IN  PDLI US       270.5     (243.2)      44.6
PLAYBOY ENTERP-A  PLA/A US      165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B  PLA US        165.8      (54.4)     (16.9)
PRIMEDIA INC      PRM US        208.0      (91.7)       3.6
PROTECTION ONE    PONE US       562.9      (61.8)      (7.6)
QUALITY DISTRIBU  QLTY US       304.3     (105.9)      44.1
QWEST COMMUNICAT  Q US       16,849.0   (1,560.0)  (2,828.0)
REGAL ENTERTAI-A  RGC US      2,262.0     (555.7)     (25.8)
RENAISSANCE LEA   RLRN US        57.0      (28.2)     (31.4)
RENTECH NITROGEN  RNF US        152.4      (76.1)     (32.3)
REVLON INC-A      REV US      1,081.7     (685.1)     148.6
RSC HOLDINGS INC  RRR US      3,141.0      (38.4)      (1.0)
RURAL/METRO CORP  RURL US       303.7      (92.1)      72.4
SALLY BEAUTY HOL  SBH US      1,792.7     (168.5)     482.3
SINCLAIR BROAD-A  SBGI US     1,563.8     (125.4)      45.7
SINCLAIR BROAD-A  SBTA GR     1,563.8     (125.4)      45.7
SMART TECHNOL-A   SMT US        529.8       (7.1)     183.9
SMART TECHNOL-A   SMA CN        529.8       (7.1)     183.9
SUN COMMUNITIES   SUI US      1,328.6      (72.4)       -
SYNERGY PHARMACE  SGYP US         2.1       (8.6)      (6.1)
TAUBMAN CENTERS   TCO US      2,518.2     (467.9)       -
THERAVANCE        THRX US       283.3      (59.2)     229.4
TOWN SPORTS INTE  CLUB US       445.1       (3.2)     (30.8)
UNISYS CORP       UIS US      2,612.2   (1,311.0)     487.3
VECTOR GROUP LTD  VGR US        931.0      (66.7)     252.6
VERISIGN INC      VRSN US     1,856.2      (88.1)     788.9
VERISK ANALYTI-A  VRSK US     1,379.9     (158.9)    (234.2)
VIRGIN MOBILE-A   VM US         307.4     (244.2)    (138.3)
WARNER MUSIC GRO  WMG US      3,583.0     (289.0)    (630.0)
WEIGHT WATCHERS   WTW US      1,086.5     (470.5)    (292.3)
WESTMORELAND COA  WLB US        769.0     (174.4)      (5.9)



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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