TCR_Public/120215.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, February 15, 2012, Vol. 16, No. 45

                            Headlines

2121 LLC: Case Summary & 18 Largest Unsecured Creditors
CLC INDUSTRIES: Case Summary & 7 Largest Unsecured Creditors
ACCESS PHARMACEUTICALS: Extends Warrants' Expiration Date to 2015
ABITIBIBOWATER INC: Bankruptcy Allows Termination of Sublease
AIDA'S PARADISE: Taps Latham Shuker as Bankruptcy Counsel

AIDA'S PARADISE: TD Wants Case Dismissed as a Bad Faith Filing
AIDA'S PARADISE: Taps Consulting CFO as Financial Advisor
AIDA'S PARADISE: Files Schedules of Assets and Liabilities
ALERE INC: 'B1' by Moody's Constrained by High Leverage
ALLEN FAMILY FOODS: Not Sure Chapter 11 Plan Possible

ALLY FINANCIAL: Issuing $1 Billion of Senior Guaranteed Notes
AMERICAN AXLE: Barow Hanley Discloses 7.2% Equity Stake
AMERICAN AXLE: Incurs $1.5 Million Net Loss in Dec. 31 Quarter
AMERICAN EQUITY: Fitch Affirms Issuer Default Rating at 'BB+'
AMERICAN HOME: Faces $10-Mil. Class Action Over Fake Docs

AMERICAN REALTY TRUST: Sec. 341 Creditors' Meeting on March 1
AMERICANWEST BANCORP: BDO Seidman Approved as Tax Accountants
AMERIDEBT INC: Chapter 11 Trustee May Not Double-Dip on Pay
ARAMARK CORP: Moody's Says B1 Rating Unaffected by Refinancing
AVANTAIR INC: Incurs $872,000 Net Loss in Fourth Quarter

AVION POINT: Chapter 11 Plan Confirmation Hearing Set for April 4
AXION INTERNATIONAL: Amends Prospectus for Pref. Shares Offering
BANNING LEWIS: Wants to Hire NAI Highland as Real Estate Broker
BANNING LEWIS: Wants to Employ Holland & Hart as Special Counsel
BANKUNITED FINANCIAL: Court Approves CRO Engagement Extension

BANKUNITED FINANCIAL: U.S. Trustee Objects to Committee's Plan
BEAZER HOMES: Deutsche Bank Discloses 7.7% Equity Stake
BERKS BEHAVIORAL: Bankr. Court to Hear Suit v. St. Joe, Bornemann
BERNARD L. MADOFF: Petitions Filed for Supreme Court to Hear Case
BERNARD L. MADOFF: Trustee Says Mets Deliberately Ignored Fraud

BERNARD L. MADOFF: Trustee Sues Koch, Two Foreign Banks
BEYOND OBLIVION: Set to Auction Assets for At Least $1.5MM
BUFFETS INC: Obtains Final Court Approval of $50MM DIP Financing
CAESARS ENTERTAINMENT: Selling $1.2BB Notes at 100% Issue Price
CAMTECH PRECISION: Avstar Solicitation Period Extended to March 5

CAPITAL BANCORP: Joseph Reid Discloses 4.2% Equity Stake
CARGO TRANSPORTATION: Hires Larry Hyman as Plan Trustee
CDC CORP: Proposes Solomon Harris as Corporate Counsel
CENTAM PARTNERS: Court OKs James Caris as Bankruptcy Counsel
CENTAM PARTNERS: Court OKs Robert J. Berney as Accountant

CENTAM PARTNERS: Wants Case Dismissal Hearing Continued
CENTRAL GARDEN: Moody's Affirms 'B1' Corporate; Outlook Stable
CHENIERE ENERGY: S&P Raises Corporate Credit Rating to 'B-'
CHESAPEAKE ENERGY: Fitch Assigns 'BB' Sr. Unsecured Note Rating
CHEYENNE HOTELS: Taps Meili Sikora as Tax Advisor and Accountant

CHINA TEL GROUP: To Issue 2 Million Shares for Legal Services
CIRCLE ENTERTAINMENT: Deutsche Bank Discloses 8% Equity Stake
CIRCLE STAR: Terminates Purchase Agreement with Colonial
CIRCLE STAR: Enters Into Inter-Creditor Pact with Noteholders
CITYCENTER HOLDINGS: Fitch Rates First Lien Issuance at 'BB-'

CLAIRE'S STORES: Has Net Sales of $435 Million in 4th Quarter
COACH AMERICA: Names Laura Hendricks New Chief Executive
COACH AMERICA: S&P Withdraws 'D' Corporate Credit Rating
COMPLETE PRODUCTION: S&P Raises Corporate Credit Rating to 'BB+'
COMPREHENSIVE CARE: Registers 50MM Shares Under Equity Plan

COMSTOCK MINING: Completes $15 Million Public Offering
CONTAINERSHIP CO: May Use Chapter 15 to Sue Shippers
CONVERTED ORGANICS: Has 438.9 Million Outstanding Common Shares
DAIS ANALYTIC: Amends Form S-1 Registration Statement
DC DEVELOPMENT: Wants Plan Filing Period Extended to June 11

DC DEVELOPMENT: Can Employ Maloney and Associates as Accountants
DC DEVELOPMENT: Can Employ SSG as Exclusive Investment Banker
DC DEVELOPMEHNT: Can Hire WRD as Broker to Sell 120 Lodestone Way
DC DEVELOPMENT: Taps WRD as Broker for Garrett Count Parcels
EGDON HEATH: Case Summary & 6 Largest Unsecured Creditors

EXEC REALTY: Case Summary & 6 Largest Unsecured Creditors
EDIETS.COM INC: Board Adopts 2010 Amended Equity Incentive Plan
EDWARD DEETS: Sec. 341 Creditors' Meeting Continued Until Feb. 24
ELKSTONE 21: Involuntary Chapter 11 Case Summary
ENERGY CONVERSION: Files Chapter 11; Seeks Sale of Businesses

EPICEPT CORP: Hudson Bay Discloses 4.9% Equity Stake
EVANS OIL: Use of Fifth Third's Cash Collateral Expires March 9
EVANS OIL: Wants Until March 9 to Decide on Unexpired Leases
EVANS OIL: Fifth Third's Request for Trustee, Examiner Denied
EVANS OIL: Wants Fifth Third Collateral Valued at $11MM - $14MM

FANNIE MAE: Lawmakers Push Bill to Put Fannie, Freddie on Budget
FILENE'S BASEMENT: Hires A&M to Provide President, COO and CFO
FILENE'S BASEMENT: Court Schedules March 1 as Claims Bar Date
FILENE'S BASEMENT: Court OKs Equity Committee Appointment
FILENE'S BASEMENT: Court Approves Skadden Arps as Bankr. Counsel

FILENE'S BASEMENT: Can Hire Young Conaway as Conflicts Counsel
FORD CREDIT: DBRS Assigns 'BB' Rating to Senior Unsecured Notes
FRANK PARSONS: Lindenmeyr Response Deadline Moved to Feb. 27
FRANKLIN CREDIT: Inks Subservicing Agreement with Bosco Credit
FREDERICK'S OF HOLLYWOOD: NYSE Amex Accepts Plan of Compliance

GENCORP INC: Vanguard Group Discloses 4.7% Equity Stake
GENERAL MARITIME: Creditors Seek Extension for Challenging Liens
GENERAL MARITIME: S&P Withdraws 'D' Corporate Credit Rating
GLOBAL INVESTOR: Incurs $1.8 Million Net Loss in Dec. 31 Quarter
GOEL ENTERPRISE: Automotive Tech's Objection Deadline Moved

GP WEST: Court Confirms Joint Plan of Reorganization
GREEN GARDEN: Anticipates Getting Court OK for Asset Sale
HAMPTON ROADS: Fir Tree Discloses 9.6% Equity Stake
HAWKER BEECHCRAFT: Robert Miller Named Chief Executive Officer
HMC/CAH: Court OKs Lentz Clark as Committee's Local Counsel

FRIENDLY ICE CREAM: Wants Until April 2 to Propose Chapter 11 Plan
GENERAL MOTORS: Spirnak Claim Reclassified as Equity
GENTA INC: Has 1.9 Billion Outstanding Common Shares
HOMEROOMS INC: Case Summary & 15 Largest Unsecured Creditors
HOSTESS BRANDS: Teamsters to Strike if Unfair Contract Imposed

HOWREY LLP: Trustee Intends to Fight for Farmer Lawsuit Proceeds
IMAGEWARE SYSTEMS: Has $1-Mil. Profit in 9 Months Ended Sept. 30
IMAGEWARE SYSTEMS: To Offer 58.9 Million Common Shares
IMAGEWARE SYSTEMS: Neal Goldman Discloses 18.1% Equity Stake
INTEGRATED ENVIRONMENTAL: Sells Common Stock Units for $250,000

IRWIN MORTGAGE: Wants Exclusive Filing Period Extended to July 6
ISAACSON STEEL: Has Until May 16 to Propose Chapter 11 Plan
ISAACSON STRUCTURAL: General Capital OK'd as Investment Banker
ISHA HOMES: Court Declines to Rule on Plan, Extends Voting
ISTAR FINANCIAL: Fir Tree Discloses 5.7% Equity Stake

JAMES RIVER: Michael Cook Owns 13.1% of Class A Shares
JEFFERSON COUNTY: S&P Affirms 'C' SPURs on Sewer System Warrants
JASPERS ENTERPRISES: Wingate Hotel Maryland Owner in Chapter 11
JER/JAMESON: Wants to Hire Ashby & Geddes as Bankruptcy Counsel
JER/JAMESON: Gets Final OK to Access Wells Fargo's Cash Collateral

JER/JAMESON: Has Until Feb. 20 to File Schedules and Statements
KAPPY INVESTMENTS: Court Denies Vogel Employment Due to Conflicts
KV PHARMACEUTICAL: Jacob Gottlieb Ceases to Hold 5% Equity Stake
LEAR CORP: Judge Allows Antitrust Class Action to Proceed
LIBBEY INC: R. Rowe Price Holds 5.4% Equity Stake

LIBERATOR INC: Retires Roughly 25 Million Common Shares
LOCATEPLUS HOLDINGS: Completes Sale of Assets to LPHC
LOCATEPLUS HOLDINGS: Receives "Wells Notice" from Staff of SEC
LPATH INC: Amends 12.5 Million Units Offering Prospectus
MADERAS LAND: Voluntary Chapter 11 Case Summary

MADISON 92ND: Hearing on Plan Disclosures Today
MADISON 92ND: Creditors Have Until March 5 to File Proofs of Claim
MEADWESTVACO CORP: Moody's Issues Summary Credit Opinion
MEDIA GENERAL: Inks Short-Term Amendments to Credit Agreement
MERIDIEN HOME: Voluntary Chapter 11 Case Summary

MOMENTIVE PERFORMANCE: To Report $600 Million Sales in Q4
MOMENTIVE SPECIALTY: Expects to Report $1.2 Billion Sales in Q4
NASSAU BROADCASTING: Seeks Court Approval to Auction Assets
NEOMEDIA TECHNOLOGIES: Issues $450,000 Debenture to YA Global
NEONODE INC: Magnuz Goertz Discloses 6% Equity Stake

NEVADA CANCER: Wants to Hire HelixIP LLP as Special Patent Counsel
NEVADA CANCER: Committee Can Retain Pachulski Stang as Counsel
NEVADA CANCER: Panel Can Retain Schwartzer as Local Counsel
NEW ENGLAND: Case Summary & 2 Largest Unsecured Creditors
NEW STREAM: Wants Until March 7 to Propose Restructuring Plan

NORTEL NETWORKS: Patent Papers Spark Battle in Bankruptcy Court
NPS PHARMACEUTICALS: Columbia Wanger Holds 13.6% Equity Stake
NPS PHARMACEUTICALS: J. Gottlieb Ceases to Hold 5% Equity Stake
OSSIAN SMOKED: Case Summary & 20 Largest Unsecured Creditors
OVERLAND STORAGE: Expects $18MM-$20MM Revenue in Q2 Fiscal 2013

PACIFIC ENERGY: Court Sends Valdez Suit to State Court
PATRIOT COAL: S&P Lowers Corporate Credit Rating to 'B'
PHOENIX SERVICES: S&P Assigns 'B+' Corporate Credit Rating
PHYSIO-CONTROL INT'L: S&P Assigns 'B+' Corporate Credit Rating
PITNEW NEWS: Fitch Lowers Preferred Stock Rating to 'BB+'

PREMONT INDEPENDENT: Moody's Affirms 'Ba1'Rating on Tax Bonds
PRIME TIME: Case Summary & 11 Largest Unsecured Creditors
PROTEONOMIX INC: Directors Limit Conversion of Preferred Shares
PSS WORLD: Moody's Assigns 'Ba3' Corporate Family Rating
PSS WORLD: S&P Assigns 'BB-' Senior Unsecured Debt Rating

QUALITY DISTRIBUTION: Expects $178-Mil. Revenue in Fourth Quarter
QUINCY MEDICAL: Jilted Senior Execs May Pursue Buyer
REAL MEX: Court Approves Asset Sale to Noteholders for $126MM
RESIDENTIAL CAPITAL: S&P Lowers Corporate Credit Rating to 'CC'
RUDY PIPELINE: Moody's Says Structural Changes Modestly Positive

RYLAND GROUP: Vanguard Group Holds 5.1% Equity Stake
SANTANDER BANCORP: Fitch Retains 'bb+' Viability Rating
SEARCHMEDIA HOLDINGS: Partners with Win Media for Tourism Drive
SEARCHMEDIA HOLDINGS: Heartland Advisors Holds 5.8% Equity Stake
SEQUENOM INC: Visium Balanced Ceases to Hold 5% Equity Stake

SIX FLAGS: Moody's Says 'B1' CFR Unaffected by Dividend Increase
SOLYNDRA LLC: GOP Threatens White House With Contempt
SPANISH BROADCASTING: Regains Compliance with NASDAQ Requirement
STANFORD INT'L: Judge to Rule on Using SIPC Fund for Victims
STRATUS MEDIA: Amends 41.6 Million Common Shares Offering

SWISS CHALET: Court Confirms Joint Amended Plan of Reorganization
TBS INTERNATIONAL: Wins Interim Approval to Use AIG Collateral
TBS INTERNATIONAL: Wins Approval to Tap $42.8M Bankruptcy Loan
TEXASBANC CAPITAL: Fitch Cuts Rating on Preferred Stock to 'BB+'
THERMODYNETICS INC: Incurs $173,000 Net Loss in Dec. 31 Quarter

TRANS-LUX CORP: Gabelli Funds Discloses 75.2% Equity Stake
TRIDENT MICROSYSTEMS: Taps Epping Hermann as Foreign IP Counsel
TRIUS THERAPEUTICS: Brian Atwood Discloses 11.4% Equity Stake
TRIUS THERAPEUTICS: Wellington Discloses 11.6% Equity Stake
TROPICANA ENTERTAINMENT: Moody's Assigns B2 CFR; Outlook Stable

TROPICANA ENTERTAINMENT: S&P Assigns 'BB-' Corp. Credit Rating
ULURU INC: Gets Notice From NYSE on Continued Listing Standards
U.S. 19: Case Summary & 4 Largest Unsecured Creditors
VITESSE SEMICONDUCTOR: Linden Ceases to Hold 5% Equity Stake
WASHINGTON MUTUAL: Files Emergency Motion to Move Hearing

WILCOX EMBARCADERO: Status Conference Set for Feb. 28
WILCOX EMBARCADERO: Sec. 341 Creditors' Meeting Set for March 14
WILCOX EMBARCADERO: Taps Steele George as Bankruptcy Counsel
WILLIAM LYONS: Wins Court Nod for Plan to Cut Debt by 36%
WINDSTREAM CORP: S&P Assigns 'BB+' Senior Secured Term Loan A-3

WOOD COTTON: Case Summary & 11 Largest Unsecured Creditors
YRC WORLDWIDE: Deutsche Bank Ceases to Hold 5% Equity Stake
ZALE CORP: Bank of New York Ceases to Hold 5% Equity Stake
ZIP SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
ZOGENIX INC: Chicago Growth Discloses 4.2% Equity Stake

ZOO ENTERTAINMENT: Michael Self Discloses 3.9% Equity Stake

* Straddling Taxes May Be Stretched Out Under Plan
* Restaurants Adapt to Prolonged U.S. Economic Recovery

* Florida Lawyer Barred From Court for Bad Language

* Linklaters Grabs Spot as Law360's Largest Bankruptcy Group

* Upcoming Meetings, Conferences and Seminars



                            *********

2121 LLC: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: 2121, LLC
        300 N.E. 71 Street
        Miami, FL 33138

Bankruptcy Case No.: 12-13247

Chapter 11 Petition Date: February 9, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Geoffrey S. Aaronson, Esq.
                  AARONSON SCHANTZ P.A.
                  100 SE 2nd Ave. # 2700
                  Miami, FL 33131
                  Tel: (786) 594-3000
                  E-mail: gaaronson@aspalaw.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 18 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb12-13247.pdf

The petition was signed by Mallory Kauderer, manager.


CLC INDUSTRIES: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: CLC Industries, Inc.
        fdba Commercial Light Company
        114 S. Bloomingdale Road
        Bloomingdale, IL 60108

Bankruptcy Case No.: 12-04931

Chapter 11 Petition Date: February 12, 2012

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtor's Counsel: Teresa L. Einarson, Esq.
                  THOMAS & EINARSON LTD.
                  1200 E Roosevelt Rd
                  Suite 150
                  Glen Ellyn, IL 60137
                  Tel: (630) 562-2280
                  Fax: (630) 953-1972
                  E-mail: terryeinarson@yahoo.com

Scheduled Assets: $555,306

Scheduled Liabilities: $4,612,465

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ilnb12-04931.pdf

The petition was signed by Thomas C. Halperin, president.


ACCESS PHARMACEUTICALS: Extends Warrants' Expiration Date to 2015
-----------------------------------------------------------------
Access Pharmaceuticals, Inc., on Feb. 10, 2012, entered into
amendment agreements for 4,581,816 currently outstanding warrants
which extended the expiration dates of those warrants to Feb. 16,
2015, for 3,818,180 warrants; to Oct. 24, 2015, for 386,364
warrants; and to Dec. 6, 2015, for 377,272 warrants.  The holders
of those warrants are SCO Capital Partners LLC, Lake End Capital
LLC and Beach Capital LLC, which may be deemed to be affiliates of
Jeffrey B. Davis and Steven H. Rouhandeh, the Company's chief
executive officer and a director, respectively, as well as other
un-affiliated warrant holders.  The warrants that were amended
were for the purchase of an aggregate of 4,581,816 shares of the
Company's common stock.  In connection with the amendments, the
holders of those warrants agreed to waive any damages that they
may have incurred relating to the Company's inability to register
the shares of common stock issuable upon exercise of the warrants,
other than liquidated damages that may have already accrued
relating to such inability to register those shares.

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

                        http://is.gd/YqoxqY

                    About Access Pharmaceuticals

Access Pharmaceuticals, Inc., develops pharmaceutical products
primarily based upon its nano-polymer chemistry technologies and
other drug delivery technologies.  The Company currently has one
approved product, one product candidate at Phase 3 of clinical
development, three product candidates in Phase 2 of clinical
development and other product candidates in pre-clinical
development.

The Company reported a net loss of $7.54 million on $481,000 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $17.34 million on $352,000 of revenue during the prior year.

The Company also reported a net loss of $2.81 million on
$1.34 million of total revenues for the nine months ended
Sept. 30, 2011, compared with a net loss of $9.84 million on
$334,000 of total revenues for the same period during the prior
year.

The Company's balance sheet at Sept. 30, 2011, showed
$2.22 million in total assets, $25.68 million in total
liabilities, and a $23.46 million total stockholders' deficit.

As reported by the TCR on April 5, 2011, Whitley Penn LLP, in
Dallas, Texas, expressed substantial doubt about the Company's
ability to continue as a going concern following the Company's
2010 results.  The independent auditors noted that the Company has
had recurring losses from operations, negative cash flows from
operating activities and has an accumulated deficit.


ABITIBIBOWATER INC: Bankruptcy Allows Termination of Sublease
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge W. Harold Albritton from
Montgomery, Alabama, ruled on Feb. 6 that when a bankrupt lessee-
sublessor rejected a lease of real property, the master lessor had
the right to terminate a sublease even with the so-called ipso
facto provision in Section 365(e) of the Bankruptcy Code.

The report recounts that during its Chapter 11 case,
AbitibiBowater Inc. rejected the leases for the timberland in
Alabama that Abitibi owner named Twilley.  Before bankruptcy,
Abitibi subleased some of the land to a company named Cahaba that
proceeded to pay rent directly to Twilley for several years.
During bankruptcy, the lease from Twilley to Abitibi was rejected.
After Abitibi emerged from bankruptcy, Twilley sued Cahaba in U.S.
District Court in Montgomery seeking a declaration that the
sublease was terminated.  Once the lease was rejected and no
longer part of Abitibi's bankrupt estate protected by the
automatic stay, Twilley argued it had the right to terminate the
sublease to Cahaba.  In response, sublessee Cahaba relied on
Section 365(e) which says that a non-bankrupt party may not
terminate a contract simply based on bankruptcy.

Judge Albritton ruled that the Sec. 365(e) provision only protects
a company in bankruptcy, not a nonbankrupt third party like the
sublessee.  Looking at Alabama law and the lease provision, Judge
Albritton ruled that Twilley had the right to terminate the
sublease once the master lease was rejected by Abitibi.

The case is Cahaba Forests LLC v. Hay, 11-423, U.S.
District Court, Middle District of Alabama (Montgomery).

                     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.


AIDA'S PARADISE: Taps Latham Shuker as Bankruptcy Counsel
---------------------------------------------------------
Aida's Paradise, LLC, asks the U.S. Bankruptcy Court for the
Middle District of Florida for permission to employ R. Scott
Shuker and the law firm of Latham, Shuker, Eden & Beaudine, LLP,
as its counsel, nunc pro tunc to Jan. 6, 2012.

As counsel for the Debtor, LSEB will:

  (a) advise the Debtor as to its rights and duties in the Chapter
      11 case;

  (b) prepare pleadings related to the case, including a
      disclosure statement and a plan of reorganization; and

  (c) take any and all other necessary action incident to the
      proper preservation and administration of the case.

Hourly rates of attorneys and paralegals of LSEB range from $500
for its most experienced attorneys to $105 for its most junior
paraprofessionals, subject to periodic adjustment.

Prior to the commencement of this case, the Debtor paid an advance
fee of $45,213 for post-petition services and expenses in
connection with this case.

To the Debtors' knowledge, LSEB has no connection with the
creditors, any other party-in-interest, its respective attorneys
and accountants, the United States trustee, or any persons
employed by the United States Trustee, except that LSEB also
represents Park Lane, a debtor in a Chapter 11 case filed in the
Middle District of Florida, Orlando Division, Case No. 11-07218.
Debtor and Park Lane have common ownership: Dr. Adil R. Elias and
Dr. Aida A. Elias.

                       About Aida's Paradise

Based in Maitland, Florida, Aida's Paradise LLC owns roughly three
acres of developed real property on International Drive in
Orlando, Florida.  It leases various parcels of the I-Drive
Property to three tenants: Volcano Island Mini Golf, Dunkin Donuts
(aka Jennifer's Donuts), and CBS Outdoor (which operates an
electronic billboard on site).

Aida's Paradise filed for Chapter 11 bankruptcy (Bankr. M.D. Fla.
Case No. 12-00189) on Jan. 6, 2012.  Chief Karen S. Jennemann
presides over the case.  R. Scott Shuker, Esq., at Latham Shuker
Eden & Beaudine LLP, serves as the Debtor's counsel.  Consulting
CFO, Inc., serves as the Debtor's financial advisor.  In its
schedules, the Debtor disclosed $14,980,158 in assets and
$9,323,768 in liabilities.  The petition was signed by Dr. Adil R.
Elias, manager.


AIDA'S PARADISE: TD Wants Case Dismissed as a Bad Faith Filing
--------------------------------------------------------------
Creditor T.D. Bank, N.A., successor by merger to Mercantile Bank,
asks the U.S. Bankruptcy Court for the Middle District of Florida
to dismiss the Chapter 11 case of Aida's Paradise LLC.

The Bank, which holds a $9,000,000 claim against property valued
by the Debtor at $2,923,366, states that the Debtor's bankruptcy
case depicts a classic bad faith filing.  The Debtor has no equity
in the property, little cash on hand, minimal cash flow, no
employees, and is embroiled in a two party dispute with its
secured lender.  Any reorganization, the Bank adds, is neither
feasible nor realistic, thereby rendering the Property not
necessary to an effective reorganization.  Moreover, to prevent
forum shopping and to promote judicial economy, dismissal is
appropriate.

Counsel for T.D. Bank can be reached at:

         Ryan E. Davis, Esq.
         Richard B. Weinman, Esq.
         WINDERWEEDLE, HAINES, WARD & WOODMN, P.A.
         390 N. Orange Avenue, Suite 1500
         Orlando, FL 32801
         Tel: (407) 423-4246
         Fax: (407) 423-7014
         E-mail: rdavis@whww.com
                 rweinman@whww.com

                       About Aida's Paradise

Based in Maitland, Florida, Aida's Paradise LLC owns roughly three
acres of developed real property on International Drive in
Orlando, Florida.  It leases various parcels of the I-Drive
Property to three tenants: Volcano Island Mini Golf, Dunkin Donuts
(aka Jennifer's Donuts), and CBS Outdoor (which operates an
electronic billboard on site).

Aida's Paradise filed for Chapter 11 bankruptcy (Bankr. M.D. Fla.
Case No. 12-00189) on Jan. 6, 2012.  Chief Karen S. Jennemann
presides over the case.  R. Scott Shuker, Esq., at Latham Shuker
Eden & Beaudine LLP, serves as the Debtor's counsel.  Consulting
CFO, Inc., serves as the Debtor's financial advisor.  In its
schedules, the Debtor disclosed $14,980,158 in assets and
$9,323,768 in liabilities.  The petition was signed by Dr. Adil R.
Elias, manager.


AIDA'S PARADISE: Taps Consulting CFO as Financial Advisor
---------------------------------------------------------
Aida's Paradise LlC asks the U.S. Bankruptcy Court for the Middle
District of Florida for permission to employ Terry J. Soifer and
Consulting CFO, Inc., as its financial advisor, nunc pro tunc to
Jan. 6, 2012.

As financial advisor, CFO will:

  (a) review and analyze the Debtor's historical books and records
      and financial report;

  (b) assist with the preparation of financial projections;

  (c) assist with the monthly operating reports; and

  (d) provide other financial services, including the preparation
      of cash budgets, as may be required by the Debtor from time
      to time.

Services will be billed at the standard hourly rate of Terry
Soifer, which currently is $250 per hour.

To the Debtor's knowledge, CFO represents no interest adverse to
the Debtor in matters upon which it is to be engaged, and
employment of CFO would be in the best interest of the estate,
except that CFO is also employed in the case of Park Lane, a
debtor in a Chapter 11 case filed in the Middle District of
Florida, Orlando Division, Case No. 11-07218.  The Debtor and Park
Lane have common ownership: Dr. Adil R. Elias and Dr. Aida A.
Elias.  CFO also provides financial services that include
preparing annual budgets, cash flow projections, review of monthly
financial reports with management and other related financial
activities for creditor Cuhaci Peterson.  However, CFO does not
provide any services in respect of Peterson's claim against
Debtor.

The Debtor paid CFO an advance fee of $7,500 on Jan. 6, 2012, for
services and expenses in connection with this case.  The Debtor
did not owe any fees or costs to CFO prior to the commencement of
the instant case.

                       About Aida's Paradise

Based in Maitland, Florida, Aida's Paradise LLC owns roughly three
acres of developed real property on International Drive in
Orlando, Florida.  It leases various parcels of the I-Drive
Property to three tenants: Volcano Island Mini Golf, Dunkin Donuts
(aka Jennifer's Donuts), and CBS Outdoor (which operates an
electronic billboard on site).

Aida's Paradise filed for Chapter 11 bankruptcy (Bankr. M.D. Fla.
Case No. 12-00189) on Jan. 6, 2012.  Chief Karen S. Jennemann
presides over the case.  R. Scott Shuker, Esq., at Latham Shuker
Eden & Beaudine LLP, serves as the Debtor's counsel.  Consulting
CFO, Inc., serves as the Debtor's financial advisor.  In its
schedules, the Debtor disclosed $14,980,158 in assets and
$9,323,768 in liabilities.  The petition was signed by Dr. Adil R.
Elias, manager.


AIDA'S PARADISE: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Aida's Paradise LLC filed with the U.S. Bankruptcy Court for the
Middle District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $2,923,366
  B. Personal Property           $12,056,792
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $9,000,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $55,268
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $268,500
                                 -----------     ------------
        TOTAL                    $14,980,158       $9,323,768

                       About Aida's Paradise

Based in Maitland, Florida, Aida's Paradise LLC owns roughly three
acres of developed real property on International Drive in
Orlando, Florida.  It leases various parcels of the I-Drive
Property to three tenants: Volcano Island Mini Golf, Dunkin Donuts
(aka Jennifer's Donuts), and CBS Outdoor (which operates an
electronic billboard on site).

Aida's Paradise filed for Chapter 11 bankruptcy (Bankr. M.D. Fla.
Case No. 12-00189) on Jan. 6, 2012.  Chief Karen S. Jennemann
presides over the case.  R. Scott Shuker, Esq., at Latham Shuker
Eden & Beaudine LLP, serves as the Debtor's counsel. In its
petition, the Debtor estimated $10 million to $50 million in
assets and debts.  The petition was signed by Dr. Adil R. Elias,
manager.


ALERE INC: 'B1' by Moody's Constrained by High Leverage
-------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on Alere
Inc.

Moody's current ratings on Alere Inc. are:

LT Corporate Family Ratings (domestic currency) ratings of B1

Probability of Default ratings of B1

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

Senior Unsecured (domestic currency) ratings of B2

Senior Subordinate (domestic currency) ratings of B3

Senior Secured Shelf (domestic currency) ratings of (P)Ba3

Senior Unsecured Shelf (domestic currency) ratings of (P)B2

Subordinate Shelf (domestic currency) ratings of (P)B3

Preferred Shelf (domestic currency) ratings of (P)Caa1

Speculative Grade Liquidity Rating ratings of SGL-1

LGD Senior Secured Bank Credit Facility (domestic currency)
ratings of 31 - LGD3

LGD Senior Unsecured (domestic currency) ratings of 73 - LGD5

LGD Senior Subordinate (domestic currency) ratings of 87 - LGD5

RATINGS RATIONALE

Alere's B1 rating is constrained by its relatively high leverage
in the context of an acquisitive growth strategy alongside share
repurchases, ongoing reimbursement pressures on healthcare
providers and technological risk inherent in the highly
competitive medical diagnostics industry. Furthermore, although
clearly diversifying, the strategic rationale for Alere's recent
expansion in health management remains unproven and a comparable
valuation against its peers, resulted in a non-cash charge of $1
billion associated with the impairment of goodwill in the business
in 2010.

Nevertheless, the ratings are supported by its strong competitive
position within the point-of-care diagnostic tools market, as well
as its solid cash flow generation. The ratings are further
supported by the company's diverse product offering, and a track
record of technological innovation, which positions the company
well to serve hospitals and other healthcare providers.

The stable ratings outlook reflects the company's healthy pipeline
of consumer and diagnostic products and the potential for
continued margin expansion associated with new products and
ongoing efficiency initiatives. The stable outlook incorporates
the assumption that while Alere may incur additional indebtedness
to pursue acquisitions, pro forma adjusted leverage is expected to
be in the 5.0 times range by the end of fiscal 2012.

The ratings could face pressure if Alere's adjusted debt to EBITDA
were to exceed 5.5 times or free cash flow to adjusted debt were
to fall below 5% for a sustained period. Use of incremental debt
in future acquisitions, lower than expected EBITDA, dividend
payments or increased debt-financed stock buyback activities which
bring pro forma metrics to these levels could result in a
downgrade.

Given the company's increased leverage levels and acquisitive
strategy, an upgrade is unlikely in the near term. However,
Moody's would consider an upgrade if the pace of acquisitions
slows considerably from past levels and the company's adjusted
debt to EBITDA declines below 4.0 times and free cash flow to debt
remains at or above 10% on a sustained basis.

The principal methodology used in rating Alere Inc. was the Global
Medical Products & Device Industry Methodology published in
October 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.


ALLEN FAMILY FOODS: Not Sure Chapter 11 Plan Possible
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Allen Family Foods Inc. told the bankruptcy court "it
remains to be seen whether the estates have sufficient funds to
propose a viable plan."  The statement, according to the report,
was made in a motion for an extension of the exclusive right to
propose a plan.  The motion was granted on Feb. 10.  As a result,
no one aside from the company may file a plan before June 5.

The report notes that the company also said in the motion for
longer exclusivity that the creditors' committee is "actively
negotiating" with secured lenders regarding the validity of some
of their liens.

                     About Allen Family Foods

Allen Family Foods Inc. is a 92-year-old Seaford, Del., poultry
company.  Allen Family Foods and two affiliates, Allen's Hatchery
Inc. and JCR Enterprises Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-11764) on June 9, 2011.
Allen estimated assets and liabilities between $50 million and
$100 million in its petition.

Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young,
Conaway, Stargatt & Taylor, in Wilmington, Delaware, serve as
counsel to the Debtors.  FTI Consulting is the financial advisor.
BMO Capital Markets is the Debtors' investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Roberta DeAngelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on an Official Committee of Unsecured Creditors
in the Debtors' cases.  Lowenstein Sandler PC and Womble Carlyle
Sandridge & Rice, PLLC, serve as counsel for the committee.  J.H.
Cohn LLP serves as the Committee's financial advisor.

In September 2011, the Debtor sold its assets to a U.S. affiliate
of Korean poultry producer Harim Co. Ltd.  The sale was approved
despite creditors' questions about the administrative solvency of
the case.

The Committee sued the prepetition lender in July 2011, alleging
that the security interest didn't cover all of the property sold
to Harim.  Secured debt when the Chapter 11 case began included
$83.2 million on a term loan and revolving line of credit with
MidAtlantic Farm Credit ACA, as agent.


ALLY FINANCIAL: Issuing $1 Billion of Senior Guaranteed Notes
-------------------------------------------------------------
Ally Financial Inc. filed with the U.S. Securities and Exchange
Commission a free writing prospectus relating to the issuance of
an aggregate $1 billion of 5.500% Senior Guaranteed Notes due
2017.  The final maturity date of the Senior Notes will be on
Feb. 15, 2017.

The guarantors of the offering are Ally US LLC, IB Finance Holding
Company, LLC, GMAC Latin America Holdings LLC, GMAC International
Holdings B.V. and GMAC Continental Corp., each a subsidiary of
Ally.

Barclays Capital Inc., Citigroup Global Markets Inc., Goldman,
Sachs & Co., and Morgan Stanley & Co. LLC.serve as joint book-
running managers of the offering.

The co-managers are:      

          Deutsche Bank Securities Inc.
          Lloyds Securities Inc.
          RBC Capital Markets, LLC
          Scotia Capital (USA) Inc.
          C.L. King & Associates, Inc.
          MFR Securities, Inc.

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

                        http://is.gd/A0k6dX

                        About Ally Financial

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

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

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

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

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

                              ResCap

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

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

                         *     *     *

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

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

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


AMERICAN AXLE: Barow Hanley Discloses 7.2% Equity Stake
-------------------------------------------------------
Barrow, Hanley, Mewhinney & Strauss, LLC, disclosed in a Schedule
13G filing with the U.S. Securities and Exchange Commission that,
as of Dec. 31, 2011, it beneficially owns 5,418,471 shares of
common stock of American Axle & Manufacturing Holdings, Inc.,
representing 7.19% of the shares outstanding.  A full-text copy of
the filing is available for free at http://is.gd/4gN0W3

                        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.

The Company's balance sheet as of Dec. 31, 2011, showed
$2.32 billion in total assets, $2.74 billion in total liabilities,
and a $419.6 million stockholders' deficit.

                           *     *     *

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 AXLE: Incurs $1.5 Million Net Loss in Dec. 31 Quarter
--------------------------------------------------------------
Biovest International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $1.48 million on $1.06 million of total revenue for
the three months ended Dec. 31, 2011, compared with a net loss of
$11.68 million on $836,000 of total revenue for the same period a
year ago.

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

The Company's balance sheet at Dec. 31, 2011, showed $5.27 million
in total assets, $38.90 million in total liabilities, and a
$33.63 million total stockholders' deficit.

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

                        http://is.gd/pLiFsH

                   About Biovest International

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

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

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

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


AMERICAN EQUITY: Fitch Affirms Issuer Default Rating at 'BB+'
-------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) of
American Equity Investment Life Holding Company (AEL) at 'BB+' and
the Insurer Financial Strength (IFS) ratings of its insurance
operating subsidiaries, American Equity Investment Life Insurance
Company (AEILIC) and American Equity Investment Life Insurance
Company of New York, at 'BBB+'. The Rating Outlook is Stable.

Fitch views AEL's chief credit strengths to be:

  -- A high credit quality bond portfolio;
  -- Good operating results;
  -- Adequate risk-adjusted capitalization
  -- Strong competitive position in the fixed indexed annuity
     market.

Fitch considers AEL's bond portfolio to be of high credit quality,
although there has been a shift to lower quality yet still
investment grade bonds in recent years.  At Sept. 30, 2011, U.S.
Government sponsored agencies accounted for approximately 20% of
fixed income securities and 99% of the portfolio was investment
grade according to NAIC standards. Given the composition of the
investment portfolio, AEL had comparably less investment related
losses over the recent period of challenging capital markets than
many of its peers.  As the composition of AEL's portfolio
continues to change as certain fixed maturity securities are
subject to call redemption, Fitch expects credit risk will rise to
levels more consistent with historical life insurance industry
averages.

AEILIC's statutory total adjusted capital increased 12% through
the first nine months of 2011 to $1.6 billion.  Fitch views
AEILIC's NAIC risk based capital (RBC) ratio as adequate for the
rating category. For Sept. 30, 2011, estimated RBC was 350%, up
from its year end 2010 level of 339%.  Fitch anticipates that
AEILIC's 2012 RBC ratio will be maintained above 300% as
internally generated capital will be partially offset by continued
strong sales growth and increased credit risk as the company
continues the slow shift of its portfolio allocation from federal
agency securities to corporate bonds.  Based on the company's
strong sales trends, Fitch believes that AEL may need to manage
sales growth and access reinsurance markets in the future given
the strain new fixed index annuities sales have on risk-based
capital.

Fitch's primary rating concerns include:

  -- AEL's high financial leverage;
  -- Increasing credit risk in AEL's investment portfolio;
  -- AEL's lack of diversification in revenue and earnings, as
     well as distribution;
  -- Above-average exposure to interest rate risk.

AEL's financial leverage was 42% at Sept. 30, 2011, which Fitch
considers to be high, and is the primary factor in the extra notch
in the company's IDR from its IFS rating. Fitch anticipates the
company's financial leverage to gradually decline over the next
couple of years. Although the company does not have a stated
maturity of debt until September 2015, the company is exposed to a
potential 'put' of its 2024 and 2029 notes totaling $144 million
on Dec. 15, 2014.

Fitch believes the credit quality of AEL's investment portfolio
will continue to decline from its historically high level given
the significant amount of callable federal agencies securities
redeemed in the past two years and additional fixed income
securities that will become subject to call redemption in 2012.
AEL has reinvested redemption proceeds primarily in corporate
bonds (largely rated 'A' and 'BBB') and commercial mortgages.

Fitch expects AEL's investment losses in 2012 to be comparable to
losses reported in 2011. In the first three quarters of 2011, the
company reported $17.7 million of other than temporary impairments
(OTTI) on its residential mortgage-backed securities holdings, as
well as $19.3 million in net realized losses driven primarily by a
$23.6 million increase in the company's allowance for credit
losses on commercial mortgages. Despite the increase relative to
2010, Fitch views the level of AEL's investment losses through the
first three quarters of 2011 to be manageable given the company's
earnings and capital position.

AEL's above-average interest rate risk reflects the company's
focus on spread-based annuity products. The near-term concern is
the ongoing low interest rate environment, which will present
challenges for the company in terms of maintaining its interest
rate spreads. This concern is amplified somewhat by the company's
dwindling yet still significant allocation to U.S. government
agency callable securities.  Although this risk is declining as
these bonds have been called as they become eligible for
redemption, the lower rates at which the redemption proceeds have
been reinvested have accelerated the decline of the overall yield
earned on the company's fixed income portfolio.  From a longer-
term perspective, as AEL's book of business matures, the
occurrence of a rapid increase in interest rates could have an
adverse effect on its financial position, as it could result in a
sharp increase in surrenders while the value of its largely fixed
rate investments decline in market value.  Positively, Fitch notes
that AEL's book of business currently exhibits strong protection
in terms of significant surrender charges to help offset the cost
to the company of early policy terminations.

AEL is headquartered in West Des Moines, Iowa and reported total
GAAP assets of $29.9 billion and equity of $1.4 billion at Sept.
30, 2011.  AEILIC, the main operating subsidiary of AEL, is also
headquartered in West Des Moines and had total adjusted capital of
$1.6 billion at Sept. 30, 2011.

The key rating triggers that could result in an upgrade include:

  -- Enhanced capitalization with RBC above 350% on a sustained
     basis.

The key rating triggers that could result in a downgrade include:

  -- A reduction in capitalization with RBC below 300%;
  -- A significant deterioration in operating results such that
     interest coverage declines below 3 times (x);
  -- Significant increase in lapse/surrender rates;
  -- Significant increase in credit related impairments in 2012;
  -- Financial leverage above 50%.

The key rating triggers that could result in a narrowing of
notching between the IDR of AEL and the IFS of AEILIC include:

  -- A sustainable decline in financial leverage below 30%;
  -- Sustained GAAP EBIT-based interest coverage above 8x.

Fitch has affirmed the following ratings with a Stable Outlook:

American Equity Investment Life Holding Company

  -- IDR at 'BB+';
  -- 3.50% senior convertible debentures due 2015 at 'BB';
  -- 5.25% senior convertible debentures due 2024 at 'BB';
  -- 5.25% senior convertible debentured due 2029 at 'BB';
  -- Trust preferred securities at 'B+'.

American Equity Investment Life Insurance Company

  -- IFS at 'BBB+'.

American Equity Investment Life Insurance Company of New York

  -- IFS at 'BBB+'.


AMERICAN HOME: Faces $10-Mil. Class Action Over Fake Docs
---------------------------------------------------------
Sindhu Sundar at Bankruptcy Law360 reports that American Home
Mortgage Servicing Inc. and Deutsche Bank National Trust Co. were
hit with a $10 million proposed class action Tuesday for allegedly
deceiving bankruptcy judges with fake documents to make claims for
mortgage loan sales that never happened.

In a complaint filed in California federal court, homeowner Mark
Allan Hestrin claim that the companies were involved in a pattern
of playing "hide-and-seek" with judges and debtors, by filing
false proofs of claims for fake mortgage loan claims, according to
Law360.

                        About American Home

Defunct subprime mortgage lender American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- based in
Melville, New York, and seven affiliates filed for Chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
counsel.  The Creditors Committee also retained Hennigan, Bennett
& Dorman LLP, as special conflicts counsel.  As of March 31, 2007,
American Home Mortgage's balance sheet showed total assets of
$20,553,935,000 and total liabilities of $19,330,191,000.

AHM filed a de-consolidated plan of liquidation on Aug. 15, 2008.
The plan was confirmed in February 2009.  The plan was implemented
in November 2010.


AMERICAN REALTY TRUST: Sec. 341 Creditors' Meeting on March 1
-------------------------------------------------------------
The United States Trustee in Las Vegas, Nevada, will hold a
Meeting of Creditors pursuant to 11 U.S.C. Sec. 341(a) in the
Chapter 11 case of American Realty Trust, Inc., on March 1, 2012,
at 1:00 p.m. at 341s - Foley Bldg,Rm 1500.

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.

The last day to file proofs of claim in the case is May 30, 2012.

Las Vegas, Nevada-based American Realty Trust, Inc., filed for
Chapter 11 (Bankr. D. Nev. Case No. 12-10883) on Jan. 26, 2012,
estimating assets and debts of $10 million to $50 million.  The
Debtor is a Single Asset Real Estate as defined in 11 U.S.C. Sec.
101 (51B).  Judge Mike K. Nakagawa presides over the case.  Ogonna
M. Atamoh, Esq., at Santoro Driggs Walch Learney Holley &
Thompson, serves as the Debtor's counsel.  The petition was signed
by Steven A. Shelley, vice president.


AMERICANWEST BANCORP: BDO Seidman Approved as Tax Accountants
-------------------------------------------------------------
The Hon. Patricia C. Williams of the U.S. Bankruptcy Court for the
Eastern District of Washington authorized AmericanWest
Bancorporation to employ BDO Seidman, LLP, as tax accountants.

As reported in the Troubled Company Reporter on Dec. 22, 2011, BDO
Seidman was not promised compensation from the Debtor or some
other entity for services rendered in the case.

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

                 About AmericanWest Bancorporation

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

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

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

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

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


AMERIDEBT INC: Chapter 11 Trustee May Not Double-Dip on Pay
-----------------------------------------------------------
Bankruptcy Judge Paul Mannes sustained the United States Trustee's
objection to the Fifth Interim Application of the Chapter 11
Trustee of AmeriDebt Inc. and counsel to the Chapter 11 Trustee
for allowance of fees and reimbursement of expenses.

In its objection, the United States Trustee cites In re J.W. Knapp
Co., 930 F.2d 386, 388 (CA4 1991), and other cases for the well
settled proposition that an attorney who is also appointed to
represent himself while acting as trustee cannot be compensated as
an attorney for services statutorily required of the trustee.
Judge Mannes said nothing in his Memorandum should be taken to
denigrate the services rendered by the Chapter 11 Trustee.

"This decision just addresses the situation that when his firm
also acts as counsel to the Trustee it may not double-dip on
compensation by receiving both the Trustee's commission and
compensation as attorneys for doing the Trustee's work.  It should
be noted that to date, aside from the attorney's fees awarded to
his law firm to date, the Trustee has been allowed a commission of
$166,850.00," Judge Mannes said in his Feb. 2, 2012 Memorandum
available at http://is.gd/bodpuufrom Leagle.com.

Headquartered in Germantown, Maryland, AmeriDebt, Inc. --
http://ameridebt.org/-- is a credit counseling company.  The
Company filed for chapter 11 protection (Bankr. D. Md. Case No.
04-23649) on June 5, 2004.  When the Company filed for protection
from its creditors, it disclosed $8,387,748 in total assets and
$12,362,695 in total debts.  The Bankruptcy Court appointed Mark
D. Taylor, Esq., as the Debtor' chapter 11 trustee on Sept. 20,
2004, and may be reached at:

          KILPATRICK STOCKTON LLP
          607 14th Street, NW, Suite 900
          Washington, DC 20005
          Telephone: (202) 508-5867
          Facsimile: (202) 585-0073
          E-mail: mataylor@kilpatrickstockton.com


ARAMARK CORP: Moody's Says B1 Rating Unaffected by Refinancing
--------------------------------------------------------------
Moody's Investors Service says ARAMARK Corporation's plan to
extend $1 billion of its scheduled $2 billion 2014 debt maturities
to July 2016 will not affect the ratings or outlook (B1/stable),
but will be a credit positive because the plan will ease
refinancing risk.


AVANTAIR INC: Incurs $872,000 Net Loss in Fourth Quarter
--------------------------------------------------------
Avantair, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q to report a net loss
of $872,259 on $38.37 million of total revenue for the three
months ended Dec. 31, 2011, compared with a net loss of
$4.06 million on $36.58 million of total revenue for the same
period during the prior year.

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

The Company's balance sheet at Dec. 31, 2011, showed
$108.23 million in total assets, $140.46 million in total
liabilities, $14.75 million in series A convertible preferred
stock, and a $46.98 million total stockholders' deficit.

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

                        http://is.gd/hag7Sq

                        About Avantair Inc.

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

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


AVION POINT: Chapter 11 Plan Confirmation Hearing Set for April 4
-----------------------------------------------------------------
The Hon. Karen S. Jennemann will convene a hearing on April 4,
2012, at 11:00 a.m., to consider the confirmation of Avion Point
West LLC, and Orlando Country Aviation Services Inc.'s Chapter 11
Plan dated as of Oct. 6, 2011.

Ballots accepting or rejecting the Plan, and objections, if any,
are due seven days before the date of the confirmation hearing.
In accordance with Rule 3018?1(a) of the Local Bankruptcy Code,
the Debtor will file a ballot tabulation no later than four days
before the date of the confirmation hearing.

If the plan of reorganization is not confirmed, the Court will
also consider dismissal or conversion of the case.

As reported in the Troubled Company Reporter on Oct. 14, 2011,
under the Plan, the Debtor will (i) continue to work with the City
of Apopka for the sale of the Avion property and the development
of the Orlando Apopka Airport for 12 months after consummation;
and (ii) if the sale to the City of Apopka does not close within
12 months after the Effective Date, the property of both Orlando
Country Aviation and Avion will be sold at auction.  Each allowed
secured claim will have the right to credit bid according to their
priority on the relevant property.

On the Effective Date, the operation of the reorganized Debtor
will be the general responsibility of the Board of Directors and
members of the Debtor, who will have the responsibility for the
management, control, and operation of the reorganized Debtor.

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

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

                      About Avion Point West

Based in Longwood, Florida, Avion Point West LLC and its
affiliate, Orlando Country Aviation Services Inc., filed for
Chapter 11 bankruptcy protection (Bank. M.D. Fla. Case Nos.
11-10364 and 11-10365) on July 8, 2011.  Judge Karen S. Jennemann
presides over the Debtors' cases.  Frank M. Wolff, Esq., at Wolff
Hill McFarlin & Herron PA, represents the Debtor.  In its
schedules, the Debtor disclosed $18,075,314 in total assets and
$9,238,057 in total debts.

The petitions were signed by James PA Thompson, the managing
member.  Mr. Thompson is the developer of Orlando Apopka Airport
in northwest Orange County.  During the past decade, Mr. Thompson
has transformed Orlando Apopka Airport, on U.S. Highway 441
between Plymouth and Zellwood, from an old airfield called Orlando
Country Airport into a complex of hangar condominiums whose owners
now control the facility.


AXION INTERNATIONAL: Amends Prospectus for Pref. Shares Offering
----------------------------------------------------------------
Axion International Holdings, Inc., filed with the U.S. Securities
and Exchange Commission amendment no. 1 to the Form S-1
registration statement offering up to 10,000 6% Series A
convertible preferred shares, or the Series A preferred shares,
and warrants to purchase up to an indeterminate common shares to
purchasers in this offering.

The Series A preferred shares and warrants will be sold in units
for a purchase price equal to $1,000 per unit.  The units will not
be traded separately.

The conversion price of the Series A preferred shares and the
exercise prices for the warrants will depend upon market
conditions and will be determined by the Company's Board of
Directors after consulting with the placement agent for this
offering.

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

                        http://is.gd/MB5SNY

                     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.


BANNING LEWIS: Wants to Hire NAI Highland as Real Estate Broker
---------------------------------------------------------------
The Banning Lewis Ranch Company LLC, et al., seeks authority from
the U.S. Bankruptcy Court for the District of Delaware to employ
NAI Highland Commercial Group, LLC, as its real estate broker to
assist in the marketing and sale of certain of the Debtors' real
property.

Banning remains the owner, in part, of 72 acres of undeveloped
land in the northeastern corner of approximately 20,000 acres of
land in eastern Colorado Springs, Colorado, adjacent to the
property formerly owned by Banning Lewis Ranch Development I & II,
LLC and sold to KeyBank National Association.  The Directors'
Parcel is not encumbered by any liens or mortgages, except for
certain liens created in favor of the postpetition lenders.  This
parcel was created by previous owners of the Debtors' assets to
serve as a "master" district, which, in turn, controls the
"subordinate" metro districts located in the northern portion of
the Property.  Local law requires the Directors' Parcel to be
owned by a majority of Colorado residents.

Notwithstanding the Debtors' extensive marketing efforts, no party
ever submitted a bid for the Directors' Parcel.  Although the
Directors' Parcel was previously marketed by Eastdil Secured, LLC,
the Debtor has determined to retain a local real estate broker to
market and sell the Directors' Parcel.  The Debtor has conferred
with Eastdil, and Eastdil supports and concurs with this decision.

NAI will be employed by the Debtor to perform a highly specialized
task.  The Debtor submits that, inasmuch as NAI's compensation is
result-oriented and directly related to benefits received by the
Debtor's estate per transaction, NAI's submission of fee
applications is unnecessary.  NAI will be paid seven percent of
the selling price.

To the best of the Debtor's knowledge, NAI does not hold or
represent any interest adverse to the Debtor or its estate with
respect to the matters for which it is being employed.

                        About Banning Lewis

The Banning Lewis Ranch Co. is the owner of the undeveloped
portion of a 21,000-acre ranch in Colorado Springs, Colo.  The
Banning Lewis Ranch is a master-planned community in Colorado
Springs, Colorado.  The first section built, the 350-acre
Northtree Village, opened in September 2007 and will have 1,000
homes priced from the high $100,000s to the mid-$300,000s.

The Banning Lewis Ranch filed for Chapter 11 bankruptcy protection
from creditors (Bankr. D. Del. Case No. 10-13445) on Oct. 28,
2010.  It estimated assets of $50 million to $100 million and
debts of $100 million to $500 million in its Chapter 11 petition.

An affiliate, The Banning Lewis Ranch Development I & II, LLC,
also filed for Chapter 11 (Bankr. D. Del. Case No. 10-13446).

Kevin Scott Mann, Esq., at Cross & Simon, LLC, serves as counsel
to the Debtors.  Edward A. Phillips of Eisner Amper LLP has been
retained as the Company's chief restructuring officer.

The Devco assets, or the northern portion, drew at a bankruptcy
auction a high bid of $24.5 million from KeyBank NA as agent for
lenders who will pay by swapping secured debt for ownership.  The
southern portion of the project, brought in a high bid of $26.25
million from Ultra Resources Inc.


BANNING LEWIS: Wants to Employ Holland & Hart as Special Counsel
----------------------------------------------------------------
The Banning Lewis Ranch Company LLC, et al., seeks authority from
the U.S. Bankruptcy Court for the District of Delaware to employ
Holland & Hart LLP as its special counsel in an adversary
proceeding currently pending before the U.S. Bankruptcy Court
for the District of Colorado captioned, The Banning Lewis Ranch
Company, LLC, and Ultra Resources, Inc., v. City of Colorado
Springs, Colorado, and Colorado Springs Utilities (Case No.
11-01634 (HRT)).

The case is based on a complaint filed by the Debtor and Ultra for
declaratory judgment against the City.  The Debtor needs Colorado
counsel to represent its interests in the Colorado Action.
Holland & Hart was previously employed as an ordinary course
professional.  The firm will also be representing Ultra since
Ultra's and the Debtor's interests in the Colorado Action are
fully aligned.  In the event a conflict arises, however, Ultra has
agreed to engage other counsel to represent or advise it.  The
Debtor has consented to Holland & Hart's representation of Ultra.

Ultra has agreed to reimburse the Debtor for its reasonable
attorney's fees arising from its prosecution of the Colorado
Action.

The firm's current hourly rates are:

                  Partners             $760 - $310
                  Associates           $565 - $180
                  Paraprofessionals    $200 - $60

Risa L. Wolf-Smith, Esq., assures the Court her firm does not
represent or hold any interest adverse to the Debtor or to the
estate with respect to the Colorado Action.

                        About Banning Lewis

The Banning Lewis Ranch Co. is the owner of the undeveloped
portion of a 21,000-acre ranch in Colorado Springs, Colo.  The
Banning Lewis Ranch is a master-planned community in Colorado
Springs, Colorado.  The first section built, the 350-acre
Northtree Village, opened in September 2007 and will have 1,000
homes priced from the high $100,000s to the mid-$300,000s.

The Banning Lewis Ranch filed for Chapter 11 bankruptcy protection
from creditors (Bankr. D. Del. Case No. 10-13445) on Oct. 28,
2010.  It estimated assets of $50 million to $100 million and
debts of $100 million to $500 million in its Chapter 11 petition.

An affiliate, The Banning Lewis Ranch Development I & II, LLC,
also filed for Chapter 11 (Bankr. D. Del. Case No. 10-13446).

Kevin Scott Mann, Esq., at Cross & Simon, LLC, serves as counsel
to the Debtors.  Edward A. Phillips of Eisner Amper LLP has been
retained as the Company's chief restructuring officer.

The Devco assets, or the northern portion, drew at a bankruptcy
auction a high bid of $24.5 million from KeyBank NA as agent for
lenders who will pay by swapping secured debt for ownership.  The
southern portion of the project, brought in a high bid of $26.25
million from Ultra Resources Inc.


BANKUNITED FINANCIAL: Court Approves CRO Engagement Extension
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
extended the engagement of Joseph J. Luzinski as Chief
Restructuring Officer for BankUnited Financial Corp. and its
debtor-affiliates through and including the earlier of (a) the
effective date of any confirmed Chapter 11 plan for the Debtors,
or (b) March 31, 2012, such that Mr. Luzinki will devote not less
than 20 hours per month to the Debtors' cases during the extension
period and receive compensation at the rate of $10,000 per month.

The Extension will be renewed automatically through the earlier of
(a) the effective date of any confirmed Chapter 11 plan for the
Debtors, or (b) June 30, 2012, on the same terms or other terms
involving lesser hours at a lower rate of compensation as may be
approved by the Debtor' Board of Directors, upon the Debtors
filing and serving parties in interest, on or before March 16,
2012, a written notice of the renewed Extension, which notice will
provide that any party in interest may object to the Renewed
Extension by filing an objection and request for hearing with the
Court on or before March 30, 2012.

                    About BankUnited Financial

BankUnited Financial Corp. (OTC Ticker Symbol: BKUNQ) --
http://www.bankunited.com/-- was the holding company for
BankUnited FSB, the largest banking institution headquartered in
Coral Gables, Florida.  On May 21, 2009, BankUnited FSB was closed
by regulators and the Federal Deposit Insurance Corporation
facilitated a sale of the bank to a management team headed by John
Kanas, a veteran of the banking industry and former head of North
Fork Bank, and a group of investors that include W.L. Ross & Co.,
Blackstone Group, Carlyle and Centerbridge.  The new owners
installed Mr. Kanas as CEO and he sought to revamp BankUnited as a
commercial lender in south Florida.

BankUnited Financial and its affiliates filed for Chapter 11
protection (Bankr. S.D. Fla. Lead Case No. 09-19940) on May 22,
2009.  Stephen P. Drobny, Esq., and Peter Levitt, Esq., at Shutts
& Bowen LLP; Mark D. Bloom, Esq., and Scott M. Grossman, Esq., at
Greenberg Traurig, LLP; and Michael C. Sontag, at Camner, Lipsitz,
P.A., represent the Debtors as counsel.  Corali Lopez-Castro,
Esq., David Samole, Esq., at Kozyak Tropin & Throckmorton, P.A.;
and Todd C. Meyers, Esq., at Kilpatrick Stockton LLP, serve as
counsel to the official committee of unsecured creditors.

The banking unit had assets of $12.8 billion and deposits of $8.6
billion as of May 2, 2009.  The holding company, in its bankruptcy
petition, disclosed $37,729,520 in assets against $559,740,185 in
debts.  Aside from those assets, BankUnited said a "valuable"
asset is its $3.6 billion net operating loss carryforward.

Wilmington Trust Co., U.S. Bank, N.A., and the Bank of New York
were listed among the company's largest unsecured creditors in
their roles as trustees for security issues.  BankUnited estimated
the Bank of New York claim tied to convertible securities at
$184 million.  U.S. Bank and Wilmington Trust are owed
$120 million and $118.171 million on account of senior notes.

The Bankruptcy Court will hold a hearing on Feb. 21 for approval
of the Chapter 11 plan proposed by the Creditors' Committee.  The
disclosure statement says that holders owed $321 million on senior
notes will recover about 1% to as much as 14.3%. Holders owed $245
million on subordinated notes won't receive anything as the result
of a subordination agreement.  There is almost nothing in the way
of unsecured claims, the committee believes.  Almost all unsecured
claims are against the bank subsidiary, in the committee's
judgment.

Federal Deposit Insurance Corp. asserts a $1.47 billion claim
based on the bank's capital deficiency.  There is a separate
dispute over ownership of a $50 million tax refunds. The plan is
based on a partial settlement with the FDIC.

Aside from the tax refund claim, a principal asset is the $4.25
billion net tax loss carryforward.  The bankruptcy judge has ruled
that the tax refund claim belongs to BankUnited. The FDIC has
taken an appeal.


BANKUNITED FINANCIAL: U.S. Trustee Objects to Committee's Plan
--------------------------------------------------------------
Donald F. Walton, the United States Trustee for Region 21, objects
to the Third Amended Joint Plan of Liquidation filed by the
Official Committee of Unsecured Creditors of BankUnited Financial
Corp. and its debtor-affiliates in that it fails to comply with
the provisions of Section 1129(a) of the Bankruptcy Code as it
contains discharge, injunction, release and exculpation language
that is inconsistent with the Bankruptcy Code.

Mr. Walton is asking the U.S. Bankruptcy Court for the Southern
District of Florida to focus on two factors.  "First, there is no
basis to provide protection to indenture trustees in a liquidating
plan.  The releases are not an integral part of the Third Amended
Joint Plan and not essential to its implementation.  The record is
devoid any facts that demonstrate that the release will have a
positive impact on the 'likelihood of success' of the Third
Amended Joint Plan.  Second, the Indenture Trustees have not
provided valuable consideration in exchange for the releases."

The U.S. Trustee also contends that exculpation should not extend
to the Debtors' and Committee's professionals because it erodes
the standard of professionalism required to those charged with the
duty of protecting the estate and the interests of creditors.
"Insulating professionals from their own negligence is not what
the Bankruptcy Code was designed to accomplish."

The U.S. Trustee is also concerned with ample notice being given
to unsecured creditors and objects to any form of a bar date
because there is no justification in shortening the applicable
non-bankruptcy statute of limitations.

The U.S. Trustee also objects to releases that are beyond, and
contrary to, those permitted under Sections 524, 1125(e) and 1141
of the Bankruptcy Code.

As previously reported by the Troubled Company Reporter, the Court
will convene a confirmation hearing on Feb. 21, 2012, on the
Committee's proposed plan.

In December, Bill Rochelle, the bankruptcy columnist for Bloomberg
News, noted that confirming a plan was precluded by the Federal
Deposit Insurance Corp.'s $1.47 billion claim based on the bank's
capital deficiency.  There is a separate dispute over ownership of
a $50 million tax refunds. The plan is based on a partial
settlement with the FDIC.  The disclosure statement says that
holders owed $321 million on senior notes will recover about 1% to
as much as 14.3%. Holders owed $245 million on subordinated notes
won't receive anything as the result of a subordination agreement.
There is almost nothing in the way of unsecured claims, the
committee believes.  Almost all unsecured claims are against the
bank subsidiary, in the committee's judgment.  Aside from the tax
refund claim, a principal asset is the $4.25 billion net tax loss
carryforward.  The bankruptcy judge ruled that the tax refund
claim belongs to BankUnited. The FDIC is appealing.

BankruptcyData.com also reported that the Disclosure Statement
asserts, "In order to effectuate the Distributions, the Plan
provides that all of the assets of the Debtors' Estates (including
Causes of Action not expressly released under the Plan) shall vest
in Liquidating BankUnited.  Liquidating BankUnited shall continue
in operation in order to monetize the remaining assets, continue
remaining litigation with the Federal Deposit Insurance
Corporation, in its capacity as receiver for the Bank ('FDIC'),
and potentially pursue litigation against other parties, and make
distributions under the Plan. The Plan Administrator shall be
appointed on the Effective Date of the Plan and shall be
responsible for implementing the Plan, subject to the oversight of
the Plan Committee."

                    About BankUnited Financial

BankUnited Financial Corp. (OTC Ticker Symbol: BKUNQ) --
http://www.bankunited.com/-- was the holding company for
BankUnited FSB, the largest banking institution headquartered in
Coral Gables, Florida.  On May 21, 2009, BankUnited FSB was closed
by regulators and the Federal Deposit Insurance Corporation
facilitated a sale of the bank to a management team headed by John
Kanas, a veteran of the banking industry and former head of North
Fork Bank, and a group of investors that include W.L. Ross & Co.,
Blackstone Group, Carlyle and Centerbridge.  The new owners
installed Mr. Kanas as CEO and he sought to revamp BankUnited as a
commercial lender in south Florida.

BankUnited Financial and its affiliates filed for Chapter 11
protection (Bankr. S.D. Fla. Lead Case No. 09-19940) on May 22,
2009.  Stephen P. Drobny, Esq., and Peter Levitt, Esq., at Shutts
& Bowen LLP; Mark D. Bloom, Esq., and Scott M. Grossman, Esq., at
Greenberg Traurig, LLP; and Michael C. Sontag, at Camner, Lipsitz,
P.A., represent the Debtors as counsel.  Corali Lopez-Castro,
Esq., David Samole, Esq., at Kozyak Tropin & Throckmorton, P.A.;
and Todd C. Meyers, Esq., at Kilpatrick Stockton LLP, serve as
counsel to the official committee of unsecured creditors.

The banking unit had assets of $12.8 billion and deposits of $8.6
billion as of May 2, 2009.  The holding company, in its bankruptcy
petition, disclosed $37,729,520 in assets against $559,740,185 in
debts.  Aside from those assets, BankUnited said a "valuable"
asset is its $3.6 billion net operating loss carryforward.

Wilmington Trust Co., U.S. Bank, N.A., and the Bank of New York
were listed among the company's largest unsecured creditors in
their roles as trustees for security issues.  BankUnited estimated
the Bank of New York claim tied to convertible securities at
$184 million.  U.S. Bank and Wilmington Trust are owed
$120 million and $118.171 million on account of senior notes.

The Bankruptcy Court will hold a hearing on Feb. 21 for approval
of the Chapter 11 plan proposed by the Creditors' Committee.  The
disclosure statement says that holders owed $321 million on senior
notes will recover about 1% to as much as 14.3%. Holders owed $245
million on subordinated notes won't receive anything as the result
of a subordination agreement.  There is almost nothing in the way
of unsecured claims, the committee believes.  Almost all unsecured
claims are against the bank subsidiary, in the committee's
judgment.

Federal Deposit Insurance Corp. asserts a $1.47 billion claim
based on the bank's capital deficiency.  There is a separate
dispute over ownership of a $50 million tax refunds. The plan is
based on a partial settlement with the FDIC.

Aside from the tax refund claim, a principal asset is the $4.25
billion net tax loss carryforward.  The bankruptcy judge has ruled
that the tax refund claim belongs to BankUnited. The FDIC has
taken an appeal.


BEAZER HOMES: Deutsche Bank Discloses 7.7% Equity Stake
-------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Deutsche Bank AG disclosed that, as of
Dec. 30, 2011, it beneficially owns 5,968,274 shares of common
stock of Beazer Homes USA Inc. representing 7.71% of the shares
outstanding.  As previously reported by the TCR on Feb. 22, 2011,
Deutsche Bank disclosed beneficial ownership of 4,222,819 shares.
A full-text copy of the amended filing is available at:

                       http://is.gd/FDp7lQ

                        About Beazer Homes

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

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

                          *     *     *

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

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

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

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


BERKS BEHAVIORAL: Bankr. Court to Hear Suit v. St. Joe, Bornemann
-----------------------------------------------------------------
In the lawsuit, BERKS BEHAVIORAL HEALTH, LLC, Plaintiff, v. ST.
JOSEPH REGIONAL HEALTH NETWORK D/B/A ST. JOSEPH MEDICAL CENTER,
CATHOLIC HEALTH INITIATIVES, AND BORNEMANN HEALTH CORPORATION
D/B/A BORNEMANN PSYCHIATRY ASSOCIATES, Adv. Proc. No. 10-163
(Bankr. E.D. Pa.), Chief Bankruptcy Judge Stephen Raslavich denied
the defendants' separate motions to dismiss for lack of subject
matter jurisdiction.  Judge Raslavich said the claims raised in
the adversary proceeding are outside the Court's "core"
jurisdiction. However, the outcome of the litigation will likely
in some way affect the bankruptcy estate.  "That is sufficient for
purposes of establishing subject matter jurisdiction," the Court
said.

Berks Behavioral Health filed the adversary proceeding prior to
confirmation of its plan of liquidation. The First Amended
Complaint alleges two counts for breach of contract and two counts
demanding turnover of property as a result.

Berks Behavioral Health was a provider of mental health care
services.  In March 2008, Berks entered into a Management Services
Agreement with St. Joe, and Bornemann.  Berks maintains that St.
Joe and Bornemann breached their agreement.  So severe were the
Defendants' alleged derelictions under the MSA that Berks was
forced to file bankruptcy as a result. Notwithstanding, Berks
confirmed a plan of liquidation which will pay creditors in full
and provide for the possibility of a return to equity holders.

A copy of the Court's Feb. 9 Opinion is available at
http://is.gd/y8Y0ZSfrom Leagle.com.

Berks Behavioral Health LLC, in Washington DC, filed for Chapter
11 bankruptcy (Bankr. E.D. Pa. Case No. 09-23317) on Dec. 24,
2009.  Judge Richard E. Fehling presides over the case.  Albert A.
Ciardi, III, Esq., and Holly Elizabeth Smith, Esq., at Ciardi
Ciardi & Astin, P.C., serve as the Debtor's counsel.  In its
petition, the Debtor estimated $1 million to $10 million in assets
and debts.  The petition was signed by Garry Hoyes, the Company's
president.


BERNARD L. MADOFF: Petitions Filed for Supreme Court to Hear Case
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that dozens more customers are asking the U.S. Supreme
Court to hear an appeal from an Aug. 16 opinion by the U.S.
Circuit Court of Appeals in Manhattan concluding that the trustee
liquidating Bernard L. Madoff Investment Securities Inc. is
correctly calculating the amount of customers' claims.  The
customers believe that lower courts were incorrect in precluding
customers from having claims for so-called fictitious profits
based on securities that in reality were never purchased.

According to the report, one of the requests for review by the
Supreme Court, called a petition for certiorari, was filed by
Lawrence Velvel, dean of the Massachusetts School of Law at
Andover.  Mr. Velvel, who was himself a customer, contends the
appeals court transgressed the U.S. Constitution by allowing the
Madoff trustee to calculate claims in a manner not permitted by
statute.

Mr. Rochelle notes that if the Supreme Court decides to review the
case, the appeal won't be heard until the term beginning in
October 2012.

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BERNARD L. MADOFF: Trustee Says Mets Deliberately Ignored Fraud
---------------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that the liquidation
trustee for Bernard Madoff's firm told a judge on Thursday that
his $386 million clawback lawsuit against the owners of the New
York Mets should go forward because a jury would be right to find
that the men had been purposely blind to Madoff's fraud.

                     About Bernard L. Madoff

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

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

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

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

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

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

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


BERNARD L. MADOFF: Trustee Sues Koch, Two Foreign Banks
-------------------------------------------------------
Pete Brush at Bankruptcy Law360 reports that the bankruptcy court
trustee tasked with recovering money from Bernard L. Madoff's
brokerage sued two foreign banks and investment giant Koch
Industries Inc. on Thursday, seeking more than $105 million in
allegedly fraudulent transfers from the giant Ponzi scheme.

SNS Bank NV, Koch Industries Inc. and Banco General SA were
targeted by Irving H. Picard in New York bankruptcy court, Law360
relates.

                        About Bernard L. Madoff

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

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

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

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

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

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

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


BEYOND OBLIVION: Set to Auction Assets for At Least $1.5MM
----------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Beyond Oblivion
Inc., a digital music startup backed by media mogul Rupert
Murdoch's News Corp. that never got off the ground, is poised to
sell itself for at least $1.5 million after a New York bankruptcy
judge approved bidding procedures Friday.

The company, which raised $34 million in investment capital from a
number of investors including News Corp. before it became clear it
couldn't raise enough for a launch, is seeking to unload its
assets as quickly as possible in an 11 U.S.C. Section 363 sale,
according to Law360.

As reported in Troubled Company Reporter on Feb. 8, 2012, Beyond
Oblivion has filed for Chapter 11 protection in the U.S.
Bankruptcy Court for the Southern District of New York.

                       About Beyond Oblivion

Beyond Oblivion Inc. is a digital music startup that raised $87
million from investors like Rupert Murdoch's News Corp and
investment bank Alle & Co. director Snaley Shuman.  Beyond
Oblivion aimed to compete with Apple Inc.'s iTunes but its music
service never saw the light of day.

Beyond Oblivion Inc. filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 12-10282) on Jan. 24, 2012, estimating
assets of between $1 million and $10 million, and debts of between
$100 million to $500 million.

The Company owes $50 million each to Sony Music Entertainment and
Warner Music Group in unsecured 'trade debt.'

Gerard Sylvester Catalanello, Esq., at Duane Morris LLP, in New
York, serves as counsel.


BUFFETS INC: Obtains Final Court Approval of $50MM DIP Financing
----------------------------------------------------------------
Buffets Restaurants Holdings, Inc., et al., have obtained final
authority to obtain an up to $20 million synthetic letter of
credit facility for new letters of credit and a secured
superpriority new money term loan facility in an aggregate
principal amount not to exceed $30 million, after resolving
objections filed.

The Official Committee of Unsecured Creditors of Buffets
Restaurants Holdings, Inc., et al., had objected to the
"overreaching and egregious control that the DIP Lenders and the
Ad Hoc Committee of Prepetition First Lien Lenders are attempting
to exert over the Debtors by virtue of the DIP Financing."

"The proposed DIP Financing alters the level playing field that
should exist in Chapter 11 by insisting upon, among other things,
the inclusion of aggressive Plan and sale related milestones,
overly restrictive financial covenants, super priority liens and
claims attaching to all assets including avoidance actions and
previously unencumbered assets, an inadequate approved DIP Budget
for Committee professional fees, an insufficient Carve-Out, an
inadequate investigation period and paltry funding of $25,000 for
the Committee's investigation with respect to the Prepetition
Secured Lenders' liens and claims."

The Debtors also obtained final authority to use cash collateral
securing their obligations, and grant adequate protection to their
prepetition first lien lenders.

To resolve the Committee's objection, the Final Order provides
that the Committee will have the right to seek to reduce or
recharacterize the amount of the Consent Fee in the event a
Successful Challenge Order is obtained.  The Carve-Out was
increased in that instead of $400,000, $500,000 would be available
for payment of Professional Expenses arising after date of
delivery by the DIP Administrative Agent to the Borrower of a
notice of cessation of funding from the Reserve Account.  Also,
instead of only $25,000, the Final DIP Order provides that the
Committee may expend up to $100,000 in fees and expenses
investigating the obligations under the Prepetition Agreements.

Futhermore, upon satisfaction in full in cash of the DIP
Obligations, the DIP Liens on the Avoidance Actions and the
proceeds and property recovered thereunder will automatically be
released (but the 507(b) Claims will continued to extend to
proceeds of Avoidance Actions; and the DIP Lenders will be
entitled to the proceeds and property recovered or the subject of
Avoidance Actions only to the extent the DIP Obligations are not
fully satisfied by the proceeds of other Collateral.

The Committee will have standing to prosecute a Claim and Defense
without further court order.

The Debtors will provide to counsel and the financial advisor to
the Committee copies of all reports, information and other
materials required to be provided to the DIP Agents, the DIP
Lenders or the Prepetition First Lien Agent pursuant to the Loan
Documents.  The Debtors will consult in good faith with the
Committee regarding the Debtors' assessment of any qualified bids
received by the Debtors and their advisors in connection with any
sale process conducted by the Debtors.

A copy of the Final DIP Financing order is available for free at:

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

A blacklined copy of the Proposed Final DIP Order is available at:

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

The Troubled Company Reporter reported on Jan. 25, 2012, Credit
Suisse AG, Cayman Islands Branch, serves as administrative agent,
credit-linked deposit account agent, and collateral agent.  The
Debtors had said they have an immediate need to use cash
collateral, without which they would be unable to operate their
businesses.  The Debtors also require additional liquidity as the
use of cash collateral alone is insufficient to operate the
Debtors' businesses successfully.  As of the petition date, the
Debtors owed the prepetition first lien lenders $244.5 million in
term loans and $34.8 million in letters of credit.  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.  As of
the petition date, the Debtors also owed prepetition second lien
lenders $4.4 million in letters of credit; $52,000 in funds
deposited under the synthetic letters of credit facility; and
$973,000 in other loans.  Credit Suisse AG, Cayman Islands Branch,
also serves as administrative agent, credit-linked deposit account
agent, and collateral agent to the prepetition second lien
lenders, while Credit Suisse Securities (USA) LLC is the sole
bookrunner and sole lead arranger.

The 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 for the Debtors:

     5 Days After Petition Date     The Debtor must have filed the
                                    Plan Support Agreement

    30 Days After Petition Date     The Debtor must have commenced
                                    marketing of assets

    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.


CAESARS ENTERTAINMENT: Selling $1.2BB Notes at 100% Issue Price
---------------------------------------------------------------
Caesars Operating Escrow LLC and Caesars Escrow Corporation,
wholly owned subsidiaries of Caesars Entertainment Corporation,
priced $1,250,000,000 aggregate principal amount of 8 1/2% senior
secured notes due 2020 at an issue price of 100.00%, plus accrued
interest, if any, pursuant to a notes offering through a private
placement, which is subject to market and other conditions.

                    About Caesars Entertainment

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

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

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

                          *     *     *

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

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

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


CAMTECH PRECISION: Avstar Solicitation Period Extended to March 5
------------------------------------------------------------------
Avstar Fuel Systems, Inc.'s exclusive right to solicit acceptances
of its filed plan of reorganization is extended for a period of
sixty (60) days, through and including March 5, 2012.

As reported in the TCR on Jan. 24, 2012, Avstar is seeking an
extension of its exclusive plan solicitation period to allow the
claim of Marvel Schebler Aircraft Carburetors LLC to be estimated.
MSA filed a motion to estimate claim for voting purposes in
August 2011.

According to Avstar's counsel, discovery between Avstar and MSA
has been concluded and the parties will be contacting the Court's
chambers to schedule an evidentiary hearing on the Claim
Estimation, which is the last open issue before confirmation.

Avstar, an affiliated debtor of Camtech Precision Manufacturing,
Inc., filed its Plan and Disclosure Statement on July 5, 2011.  It
is currently in the process of preparing an amended disclosure
statement.

Avstar insists that its extension request is not a delay tactic,
but rather is needed to resolve contingencies and negotiate with
creditors.

                    About Camtech Precision

Avstar, founded in 2007, designs, manufactures and overhauls
carburetors and fuel injection systems for the aviation industry.
Avstar is the holder of Federal Aviation Administration Parts
Manufacturer Approvals for general aviation fuel systems.  Avstar
generates sales primarily from new product sales and overhauls of
carburetors and servos for the general aviation industry.

Jupiter, Florida-based Camtech Precision Manufacturing, Inc.,
Avstar Fuel Systems, Inc., and R & J National Enterprises, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case
Nos. 10-22760, 10-22762 and 10-22762) on May 10, 2010.  Bradley S.
Shraiberg, Esq., at Shraiberg, Ferrara & Landau, P.A., in Boca
Raton, Florida, serves as counsel to the Debtors.  Carlos E.
Sardi, Esq., and Glenn D. Moses, Esq., at Genovese Joblove
Battista P.A., in Miami, Florida, represent the Official Committee
of Unsecured Creditors.  In its schedules, Camtech disclosed
assets of $10,977,673 and debts of $14,625,066.


CAPITAL BANCORP: Joseph Reid Discloses 4.2% Equity Stake
--------------------------------------------------------
Joseph D. Reid disclosed in a Schedule 13G filing with the U.S.
Securities and Exchange Commission that, as of Dec. 31, 2011, he
beneficially owns 1,773,744 (of which 809,505 represent shares
Mr. Reid has a right to acquire) of Capitol Bancorp Ltd.
representing 4.2% of the shares outstanding.  A full-text copy of
the filing is available for free at http://is.gd/ScHC3h

                    About Capitol Bancorp Limited

Capitol Bancorp Limited (NYSE: CBC) --
http://www.capitolbancorp.com/-- is a $5.1 billion national
community banking company, with a network of bank operations in 16
states.  Founded in 1988, Capitol Bancorp Limited has executive
offices in Lansing, Michigan and Phoenix, Arizona.

In September 2009, Capitol and its second-tier bank holding
companies entered into a written agreement with the Federal
Reserve Bank of Chicago under which Capitol has agreed, among
other things, to submit to the Reserve Bank a written plan to
maintain sufficient capital at Capitol on a consolidated basis and
at Michigan Commerce Bank (as a separate legal entity on a stand-
alone basis); and a written plan to enhance the consolidated
organization's risk management practices, a strategic plan to
improve the consolidated organization's operating results and
overall condition and a cash flow projection.

Certain of Capitol's bank subsidiaries have entered into formal
agreements with their applicable regulatory agencies.  Those
agreements provide for certain restrictions and other guidelines
and/or limitations to be followed by the banks.

In 2009, Capitol commenced the deferral of interest payments on
its various trust-preferred securities, as is permitted under the
terms of the securities, to conserve cash and capital resources.
The payment of interest may be deferred for periods up to five
years.  During such deferral periods, Capitol is prohibited from
paying dividends on its common stock (subject to certain
exceptions) and is further restricted by Capitol's written
agreement with the Federal Reserve Bank of Chicago.  Accrued
interest payable on such securities approximated $18.1 million at
June 30, 2010.

The Company also reported a net loss of $45.04 million on
$82.17 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $163.10 million on
$101.45 million of total interest income for the same period
during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$2.46 billion in total assets, $2.56 billion in total liabilities,
and a $93.51 million in total deficit.

The Form 10-Q as of Sept. 30, 2011, said there are several
significant adverse aspects of Capitol's consolidated financial
position and results of operations that raise some level of doubt
as to the Corporation's ability to continue as a going concern.
These include, among others:

-- An equity deficit approximating $96 million;

-- Regulatory capital classification on a consolidated basis as
   less than "adequately-capitalized" and related negative
   amounts and ratios;

-- Numerous banking subsidiaries with regulatory capital
   classification as "undercapitalized" or 'significantly-
   undercapitalized"; and

-- Certain banking subsidiaries which are generally subject to
   formal regulatory agreements have received "prompt
   corrective action" notifications and directives from the
   FDIC, which require timely action by bank management and the
   respective boards of directors to resolve regulatory capital
   ratios which result in classification as less than
   "adequately-capitalized" or to submit an acceptable capital
   restoration plan to the FDIC, and it is likely additional
   PCANs or PCADs may be issued in the future or that the
   banking subsidiaries may be unable to satisfactorily resolve
   those notices or directives.


CARGO TRANSPORTATION: Hires Larry Hyman as Plan Trustee
-------------------------------------------------------
Cargo Transportation Services, Inc. asks permission from the U.S.
Court to employ Larry S. Hyman as Plan Trustee.

The Bankruptcy Court confirmed on Oct. 19, 2011, CTS's Second
Amended Plan of Reorganization dated Oct. 12, 2011.  Terms of the
plan were reported in the Troubled Company Reporter, including in
its Oct. 27, 2011 edition.

CTS' Chapter 11 plan with a subsection that provided for the
creation and administration of a trust.  Although the Plan did not
provide a specific mechanism for the appointment of the Plan
Trustee, Section 5.13.1 of the Plan contemplates the entry of an
order by the Bankruptcy Court approving the appointment of the
Plan Trustee.

To the extent that the procedures for appointing a Plan Trustee
were unclear in the Plan and due to the dissolution of the
Committee, in an effort to expeditiously commence the Plan Trust
Litigation prior to the Extended Deadline, the Reorganized Debtor
believes it is appropriate for Mr. Hyman to be formally appointed
as Plan Trustee.

                    About Cargo Transportation

Sunrise, Florida-based Cargo Transportation Services, Inc.,
provides transportation services to clients nationwide, including
customized consolidation, distribution, logistics and warehousing
services.  It has 140 employees and averages $100,000,000 in gross
revenue per year.

Cargo Transportation filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Case No. 11-00432) on Jan. 12, 2011.  Edward J.
Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA,
serves as the Debtor's bankruptcy counsel.  Jennis & Bowen, P.L.,
serves as substitute counsel.  1 Source Partners Inc. and Accell
Audit & Compliance P.A., serve as the Debtor's certified public
accountants.

Donald F. Walton, U.S. Trustee for Region 21, appointed an
Official Committee of the Official Committee of Unsecured
Creditors in the Debtor's case.  Hunton & Williams LLP represents
the Committee in the Chapter 11 proceedings.  DLA Piper is general
counsel for the Committee.

The Debtor disclosed $11,728,760 in assets, and $11,869,375 in
liabilities as of the Chapter 11 filing.


CDC CORP: Proposes Solomon Harris as Corporate Counsel
------------------------------------------------------
CDC Corporation asks the U.S. Bankruptcy Court for the Northern
District of Georgia for authority to employ Solomon Harris as its
special corporate counsel.

The Debtor says it is necessary to employ Solomon Harris to
provide Cayman transactional and advisory assistance and to
provide service on Cayman Law regarding:

   (a) removal of CDC Software Corporation's board of directors by
       Debtor's wholly owned subsidiary CDC Software International
       Corporation; and

   (b) the tax implications, if any, of execution of the proposed
       transfer to a third party of International's shareholding
       in Software, and CDC Corporation's 100% shareholding in
       International, in conjunction with forgiveness and
       elimination of an intercompany debt of approximately
       US$40 million as part of the transaction.

The firm will also:

   (1) assist the Debtor's special litigation counsel, Kobre & Kim
       LLP, with regard to: (a) the appointment of CDC
       Corporation's Chief Restructuring Officer and his authority
       to act on behalf of CDC Corporation; (b) the calling of an
       Extraordinary General Meeting by the directors of Software
       as requisitioned by International on Jan. 13, 2012; and (c)
       any action taken by Software, its current directors or
       members, in the Courts of the Cayman Islands in connection
       with the intended replacement of Software's Board of
       Directors at the direction of International, the proposed
       transfer to a third party of International's shareholding
       in Software, and the proposed transfer to a third party of
       CDC Corporation's 100% shareholding in International;

   (2) provide a letter of comfort addressed to the CDC Companies
       and to any identified third party as specified by them to
       confirm that under Cayman law, the proposed transfer to a
       third party of International's shareholding in Software,
       and CDC Corporation's 100% shareholding in International,
       will not be affected by parallel U.S. bankruptcy protection
       under Chapter 11 of the U.S. Bankruptcy Code;

   (3) act as corporate counsel to the CDC Companies in the Cayman
       Islands in place of the firm of Maples & Calder and, in due
       course, to act as corporate counsel to Software as and when
       retained to do so by the Debtor; and

   (4) perform other transactional and corporate advisory matters
       in connection with any transaction contemplated by the CDC
       Companies.

The Debtor seeks authorization to pay the firm a $5,000 retainer.

The firm's hourly rates are:

   Professional           Position               Rate
   ------------           --------               ----
   Sam Dawson             Partner                $575
   Kay Carter             Senior Associate       $500
   Tom Wright             Associate              $450
   Paralegals                                    $225

Sam Dawson, Esq., a partner at Solomon Harris, assures the Court
he does not represent an interest that would be adverse to the
Debtor.

                         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.


CENTAM PARTNERS: Court OKs James Caris as Bankruptcy Counsel
------------------------------------------------------------
Centam Partners, LLC, sought and obtained approval from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
James S. Caris, Esq., and James S. Caris, P.A., as general
bankruptcy counsel nunc pro tunc to Dec. 20, 2011.  Mr. Caris
will:

   (a) advise the Debtor in all proceedings before the Court;

   (b) advise the Debtor of the requirements of the Bankruptcy
       Code, Federal Rules of Bankruptcy Procedure, applicable
       bankruptcy rules, including local rules, pertaining to the
       administration of the Case and U.S. Trustee Guidelines,
       related to the daily operation of its business and
       administration of the estate;

   (c) represent the Debtor in all proceedings before the Court;

   (d) prepare and review motions, pleadings, orders,
       applications, adversary proceedings, and other legal
       documents arising in the Case;

   (e) negotiate with creditors, prepare and seek confirmation of
       a plan of reorganization and related documents, and assist
       the Debtor with the implementation of any plan; and

   (f) perform all other legal services for the Debtor, which may
       be necessary.

They Debtor will pay Mr. Caris at an hourly rate of $200, plus
reimbursement of expenses.

Prior to the Petition Date, the Debtor paid JSC $25,000 which was
placed in the James S. Caris, P.A., Trust Account.

To the best of the Debtor's knowledge, James S. Caris, Esq., and
James S. Caris, P.A., are disinterested persons as that term is
defined in Section 101(14) of the Bankruptcy Code.

Mr. Caris can be reached at:

         James S. Caris, Esq.
         JAMES S. CARIS, P.A.
         401 E. Las Olas Boulevard, #130-117
         Fort Lauderdale, FL 33309
         Tel: (954) 522-0206
         Fax: (954) 523-1098
         E-mail: jamescaris@yahoo.com

Centam Partners, LLC, filed for Chapter 11 bankruptcy (Bank. S.D.
Fla., Case No. 11-44590) on Dec. 20, 2011.  The Debtor scheduled
assets of $10,023,348 and schedule liabilities of $7,503,698.  The
petition was signed by David A. Matluck, MGMR/CEO.  Robert J.
Berney, CPA, acts as the Debtor's accountant.


CENTAM PARTNERS: Court OKs Robert J. Berney as Accountant
---------------------------------------------------------
Centam Partners LLC sought and obtained permission from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Robert J. Berney, CPA, as accountant.  Robert J. Berney will:

   (a) prepare financial statements for internal and external
       users;

   (b) collect and analyze financial data, ensuring compliance
       with GAAP and SEC reporting guidelines;

   (c) research accounting rules and regulations and make
       recommendations regarding company policy; and

   (d) prepare and explain tax statements and returns as
       necessary.

The terms of employment of Robert J. Berney will be the fees that
are regularly paid as a standard for the particular services in
the local accounting community, subject to Court approval.

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

Centam Partners, LLC, filed for Chapter 11 bankruptcy (Bank. S.D.
Fla., Case No. 11-44590) on Dec. 20, 2011.  The Debtor scheduled
assets of $10,023,348 and schedule liabilities of $7,503,698.  The
petition was signed by David A. Matluck, MGMR/CEO.  Robert J.
Berney, CPA, acts as the Debtor's accountant.  James S. Caris,
P.A., acts as the Debtor's general bankruptcy counsel.


CENTAM PARTNERS: Wants Case Dismissal Hearing Continued
-------------------------------------------------------
Centam Partners, LLC asks the U.S. Bankruptcy Court to continue
the hearing on UTA Capital LLC's motion to dismiss or convert to a
Chapter 7 the Debtor's bankruptcy case.

Centam Partners, LLC, filed for Chapter 11 bankruptcy (Bank. S.D.
Fla., Case No. 11-44590) on Dec. 20, 2011.  The Debtor scheduled
assets of $10,023,348 and schedule liabilities of $7,503,698.  The
petition was signed by David A. Matluck, MGMR/CEO.  Robert J.
Berney, CPA, acts as the Debtor's accountant.  James S. Caris,
P.A., acts as the Debtor's general bankruptcy counsel.


CENTRAL GARDEN: Moody's Affirms 'B1' Corporate; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service rated Central Garden & Pet Company's
proposed tack-on of $50 million subordinated notes B2, while at
the same time affirming its corporate family rating at B1 and its
probability of default rating at B1. The SGL 2 speculative grade
liquidity rating was also affirmed. The outlook is stable.

These rating was assigned:

$50 million subordinated notes at B2 (LGD 5, 74%);

Senior subordinated shelf rating at (P) B2;

The following ratings were affirmed/assessments revised:

Corporate Family Rating at B1;

Probability of Default Rating at B1;

$400 million senior subordinated notes due 2018 at B2 (LGD5, 74%
from 72%);

Speculative grade liquidity rating at SGL 2

RATINGS RATIONALE

Proceeds will be used to repay outstanding revolver borrowings.
"The transaction is leverage neutral," said Kevin Cassidy, Senior
Credit Officer at Moody's Investors Service. "However, looking
through the stated deployment of proceeds, we believe this
transaction provides Central Garden with additional liquidity to
fund its strategic initiative of streamlining its operations and
reducing SKUs," he said.

Central Garden's B1 Corporate Family Rating reflects its modest
size with revenue around $1.6 billion, limited geographic
diversification with a primary focus in the South East,
seasonality and weather dependency of its business, and single
digit operating margins. The rating also incorporates the risks
associated with having its business concentrated with a few key
customers. High commodity costs also present a significant risk,
especially for the wild bird feed sector, as consumers have been
unwilling to pay higher prices in this category. Increased costs
for other products are more easily passed through to consumers,
but remain a risk. The rating is supported by the company's strong
market position in pet and lawn & garden, good liquidity profile
and adequate credit metrics.

The stable outlook incorporates our expectation of growth in
operating performance and savings from its cost efficiency
efforts. A modest acquisition that temporarily causes credit
metrics to deteriorate is considered in the outlook.

The ratings could be upgraded in the midterm if the company is
able to achieve most of its expected cost savings and is able to
maintain the operating momentum it has recently gained over its
largest competitor. Sustained credit metrics necessary for an
upgrade would be Debt to EBITDA approaching 3 times, retained cash
flow to net debt well over 25% and EBITA/interest over 3 times.

The rating is unlikely to be downgraded in the near term. Over the
longer term, the ratings could be downgraded if there are severe
weather conditions, raw material prices unexpectedly spike and
cannot be passed through, covenants get tight or if there is a
severe deterioration in the macro economy. Sustained credit
metrics necessary for a downgrade would be Debt to EBITDA around 5
times, retained cash flow to net debt under 10% and EBITA/interest
under 1.5 times.

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

Please see ratings tab on the issuer/entity page on Moodys.com for
the last Credit Rating Action and the rating history.

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

Central Garden & Pet Company located in Walnut Creek, California,
manufactures an array of branded lawn and garden and pet supply
products, and operates as a distributor for other manufacturers'
products in both of these segments. Sales approximated $1.6
billion for the twelve months ended December, 2011.


CHENIERE ENERGY: S&P Raises Corporate Credit Rating to 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Cheniere Energy, Inc. by one notch to 'B-' from 'CCC+'
and the project rating of its subsidiary Sabine Pass LNG, L.P. by
one notch to 'BB-' from 'B+'. "We have removed the ratings from
CreditWatch with positive implications, where we placed them on
Dec. 16, 2011. The outlook is positive and the recovery rating on
Sabine Pass's senior secured project debt remains unchanged at
'2'," S&P said.

"The ratings upgrade of Cheniere reflects the company's improved
ability to access capital markets to support continuing operations
and address its future debt maturities, as evidenced by its $331
million December 2011 equity issuance and subsequent repayment of
$298 million in term loans due in May 2012. We believe Cheniere's
improved access stems from significant progress on the company's
liquefaction project at subsidiary Sabine Pass Liquefaction, LLC.
Specifically, the execution of 16 million tons per year of 20-
year, take-or-pay LNG sale and purchase agreements with
creditworthy counterparties increases the likelihood of improved
cash flows beginning in 2016. The ratings upgrade of Sabine Pass
LNG reflects the Cheniere upgrade because we cap Sabine's rating
at three notches above its ultimate parent under our project
finance criteria," S&P said.

"At the same time, we note that significant credit risks remain.
We expect that Cheniere will generate negative cash flow for the
next four years due to weak earnings on 2 billion cubic feet (bcf)
per day of regasification capacity contracted by subsidiary
Cheniere Energy Investments LLC. U.S. natural gas prices are at
their lowest in a decade, which has reduced total LNG imports to
about 1 bcf per day and we do not expect this will improve in the
near term. As a result, even if Cheniere successfully manages the
execution risk of building its export project, it must raise
significant capital market financing over the next four years to
meet its liquidity requirements, starting with its $205 million
convertible note maturity in August 2012," S&P said.

Cheniere is a Houston-based energy company that mainly engages in
liquefied natural gas (LNG)-related businesses. Through its
subsidiary, Cheniere Energy Partners L.P., it owns and operates
the Sabine Pass LNG regasification terminal project in Cameron
Parish, La.

"The positive outlook reflects significant progress on the Sabine
Pass Liquefaction Project and, based on this, Cheniere's improved
ability to access capital markets to address its 2012 debt
maturity and liquidity needs," said Standard & Poor's credit
analyst Mark Habib.

"We could raise the ratings by another notch if the company
successfully repays or refinances its $205 million maturity before
August 2012. If the company can't secure adequate financing or
enters into what we deem a distressed debt exchange, we could
lower the ratings," S&P said.


CHESAPEAKE ENERGY: Fitch Assigns 'BB' Sr. Unsecured Note Rating
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to Chesapeake Energy's
(Chesapeake) issuance of $1.0 billion in senior unsecured notes
due 2019.  The proceeds are to be used for refinancing revolver
borrowings and upcoming maturities as well as for general
corporate purposes.

Today, Chesapeake announced a plan to monetize a target amount of
$10 - 12 billion in assets this year to help fund an anticipated
funding deficit for 2012.  In the near term Chesapeake is issuing
the aforementioned bond issuance and anticipates receiving another
$2.0 billion in volumetric production payments and a financial
offering of the company's newly formed unrestricted subsidiary to
hold Chesapeake's assets in Ellis and Rogers Mills counties in
Oklahoma.  Additionally, the company is pursuing joint venture
transactions in its Mississippi Lime and Permian Basin assets.
The company may also consider an outright sale of the company's
Permian assets which comprise approximately 5% of the company's
total net proved reserves and production.  Other monetizations
will involve the company's service and midstream assets as well as
other minor assets.

The current ratings reflect the company's large reserve base
coupled with relatively high leverage and aggressive growth and
spending plans.  Liquidity is supported by the company's $4.0
billion corporate credit facility due 2015 and its midstream
credit facility of $600 million due 2016.  The current Outlook is
Positive given gross balance sheet debt reduction thru year-end
2011 but could be changed by sustained weak natural gas prices or
an inability of the company to achieve the asset monetizations
outlined above without raising adjusted leverage.

Fitch rates Chesapeake Energy as follows:

  -- IDR 'BB';
  -- Senior unsecured debt 'BB';
  -- Senior secured revolving credit facility 'BBB-';
  -- Convertible preferred stock 'B+'.


CHEYENNE HOTELS: Taps Meili Sikora as Tax Advisor and Accountant
----------------------------------------------------------------
Cheyenne Hotels, LLC, asks the U.S. Bankruptcy Court for the
District of Colorado for authorization to employ Meili Sikora,
CPA, CTRS (Certified Tax Resolution Specialist) under a general
retainer to provide accounting services to the Debtor, nunc pro
tunc to Dec. 22, 2011.

As the Debtor's tax advisor and accountant, the accounting firm of
Meili Sikora will:

  (a) process and record financial transactions on an as needed
      basis;

  (b) perform monthly reconciliations of bank accounts and other
      subsidiary ledgers to the general ledger;

  (c) prepare general ledger and trial balance monthly or as
      otherwise requested;

  (d) prepare other financial information;

  (e) assist with billing and collection of receipts;

  (f) prepare compiled balance sheet and income statements;

  (g) provide financial information to various parties on an as
      requested basis and approved by the Debtor;

  (h) prepare and file federal and state income tax returns; and

  (i) assist in the preparation of reports required in connection
      with the CHI Bankruptcy.

The Debtor believes that the accountant does not hold or represent
any interest adverse to the estate, and is "disinterested" in the
estate, as provided in Section 327 (a) of the Bankruptcy Code.

                       About Cheyenne Hotel

Cheyenne Hotels LLC, which owns and operates the Hampton Inn &
Suites in Colorado Springs, Colorado, filed for Chapter 11
bankruptcy (Bankr. D. Colo. Case No. 11-37518) on Nov. 25, 2011.
Judge A. Bruce Campbell presides over the case, taking over from
Judge Michael E. Romero.  Thomas F. Quinn, Esq., at Thomas F. Qinn
PC, serves as the Debtor's counsel.

Cheyenne Hotels LLC estimated $10 million to $50 million in both
assets and debts.  The petition was signed by Tanveer Khan,
manager.

Affiliate Cheyenne Hotel Investments LLC filed for Chapter 11
bankruptcy protection (Bankr. D. Colo. Case No. 11-25379) on
June 28, 2011, disclosing assets of $12,912,702 and liabilities of
$8,074,325 as of the Petition Date.  Thomas F. Quinn, Esq., also
represents the Debtor as counsel.


CHINA TEL GROUP: To Issue 2 Million Shares for Legal Services
-------------------------------------------------------------
Velatel Global Communications, Inc., formerly known as China Tel
Group, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-8 registering 2.03 million shares of common
stock.  The shares of the Series A common stock are being
registered in the name of Lawrence W. Horwitz (1,153,846 shares)
and Mark C. Fields (879,001 shares), consultants to the Company,
for legal services provided to Company.  A full-text copy of the
prospectus is available at http://is.gd/XjotEW

                          About China Tel

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

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

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

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

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

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


CIRCLE ENTERTAINMENT: Deutsche Bank Discloses 8% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Deutsche Bank AG and Deutsche Bank Trust
Company Americas disclosed that, as of Dec. 30, 2011, they
beneficially own 5,218,626 shares of common stock of Circle
Entertainment Inc. representing 8.02% of the shares outstanding.
A full-text copy of the filing is available at http://is.gd/r49Mlm

                    About Circle Entertainment

Circle Entertainment Inc. (CEXE.PK), formerly FX Real Estate and
Entertainment Inc., owns 17.72 contiguous acres of land located at
the southeast corner of Las Vegas Boulevard and Harmon Avenue in
Las Vegas, Nevada.  The Las Vegas Property is currently occupied
by a motel and several commercial and retail tenants with a mix of
short and long-term leases.  On June 23, 2009, as a result of the
default under the first mortgage loan, the first lien lenders had
a receiver appointed to take control of the property.  The Company
is headquartered in New York City.

The Company disclosed in its Form 10-Q for the quarter ended
June 30, 2010, that it has no current cash flow and cash on hand
as of Aug. 13, 2010, is not sufficient to fund its short-term
liquidity requirements, including its ordinary course obligations
as they come due.  On April 21, 2010, the Company's remaining Las
Vegas subsidiary, namely FX Luxury Las Vegas I, LLC, filed for
Chapter 11 in the U.S. Bankruptcy Court for the District of Nevada
(Case No. 10-17015).

The Company's Las Vegas subsidiary filed for Chapter 11 bankruptcy
on April 21, 2010, and a plan of liquidation or reorganization
will eventually be implemented under which the Company will
surrender ownership of the Las Vegas Property.  Under such a plan,
it is extremely unlikely the Company will receive any material
interest or benefit.

The Company reported net income of $346.81 in 2010, following a
net loss of $114.68 million.  The net profit generated in the year
was primarily on account of a $390.75 million gain from discharge
of net assets due to the bankruptcy plan of the Las Vegas
subsidiariy.

The Company also reported a net loss of $4.14 million on $0 of
revenue for the nine months ended Sept. 30, 2011, compared with a
net loss of $33.59 million on $0 of revenue for the same period
during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$4.62 million in total assets, $9.40 million in total liabilities,
and a $4.77 million total stockholders' deficit.

As reported by the TCR on April 11, 2011, L.L. Bradford & Company,
LLC, in Las Vegas, Nevada, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has limited available cash, has a
working capital deficiency and will need to secure new financing
or additional capital in order to pay its obligations.


CIRCLE STAR: Terminates Purchase Agreement with Colonial
--------------------------------------------------------
Circle Star Energy Corp. entered into a Membership Interest
Purchase Agreement with Colonial Royalties, LLC, pursuant to which
Colonial agreed to, among other items, purchase all of the
Company's interests in its wholly-owned subsidiary JHE Holdings,
LLC, for aggregate consideration of $9,350,000 payable as follows:

   * $100,000 on Dec. 30, 2011;
   * $2,100,000 on Jan. 29, 2012;
   * $3,200,000 on Feb. 26, 2012; and
   * $3,950,000 on March 29, 2012.

Pursuant to the Purchase Agreement, the Company was not required
to assign its interests in JHE to Colonial until the final payment
of $3,950,000 was received by the Company on March 29, 2012.

On Dec. 30, 2011, the Company received the first payment of
$100,000 from Colonial.  The second payment of $2,100,000 was not
received by the Company on Jan. 29, 2012.

Accordingly, on Feb. 6, 2012, the Company sent a Notice of Default
and Termination to Colonial stating that Colonial was in breach of
its payment obligations under the Purchase Agreement and that the
Company was exercising its right to terminate the Purchase
Agreement.  Under the terms of the Purchase Agreement, the
delivery of the Notice by the Company to Colonial was not deemed
to be an election of remedies and the Company retains the right to
pursue all legal or equitable remedies against Colonial for breach
of the Purchase Agreement.

In connection with the termination of the Purchase Agreement, the
Company is withdrawing its Preliminary Schedule 14C, filed with
the SEC on Jan. 20, 2012, pursuant to which the Company disclosed
that the Company's board of directors and holders of a majority of
the Company's issued and outstanding common stock entitled to vote
had approved the sale of all of the Company's interests in JHE to
Colonial by written consent in lieu of a meeting pursuant to
Section 78.320 of the Nevada Revised Statutes.  Due to the
withdrawal of the Preliminary Schedule 14C, the Company will not
be filing a Definitive Schedule 14C with the SEC and consequently,
the Company's does not have corporate authority to proceed with
the sale of all of its interests in JHE to Colonial.

                         About Circle Star

Houston, Tex.-based Circle Star Energy Corp. owns royalty,
leasehold, operating, net revenue, net profit, reversionary and
other mineral rights and interests in certain oil and gas
properties in Texas. The Company's properties are in Crane,
Scurry, Victoria, Dimmit, Zavala, Grimes, Madison, Robertson,
Fayette, and Lee Counties.

The Company has sustained losses in all previous reporting periods
with an inception to date loss of $3.8 million as of July 31,
2011.  "There is substantial doubt about the Company's ability to
continue as a going concern," the Company said in the filing.

The Company reported a net loss of $6.46 million on $509,971 of
total revenues for the six months ended Oct. 31, 2011, compared
with a net loss of $11,172 on $0 of total revenues for the same
period a year ago.

The Company's balance sheet as of Oct. 31, 2011, showed $3.47
million in total assets, $5.84 million in total liabilities, and a
$2.37 million total stockholders' deficit.


CIRCLE STAR: Enters Into Inter-Creditor Pact with Noteholders
--------------------------------------------------------------
Circle Star Energy Corp. entered into an Inter-Creditor Agreement
with the holders of 10% convertible notes in the aggregate
principal amount of $2,750,000 effective Feb. 8, 2012.  The Inter-
Creditor Agreement provides for, among other items:

   (i) the grant to the holders of the Notes of a pledge and
       security interest in all of the membership interests and
       assets of the Company's wholly-owned subsidiary JHE
       Holdings, LLC, upon termination of the currently existing
       pledge and security interest in all of the membership
       interests and assets of JHE; and

  (ii) the grant on a pro rata basis to the holders of the Notes
       of a 3.5% overriding royalty interest in certain properties
       which may be acquired by the Company.

                 Amendment to JHE Note Obligations

The Company completed the acquisition of JHE from High Plains Oil,
LLC, in consideration for, among other items, the assumption by
the Company of a Promissory Note dated Jan. 1, 2011, in the
principal amount of $7,500,000, which Note was originally issued
by High Plains to James H. Edsel, Nancy Edsel, and James H. Edsel,
Jr.  In connection with the acquisition of JHE, the Company
entered into (i) an Assignment and Novation Agreement, effective
as of May 31, 2011, with High Plains, the Edsels and JHE, pursuant
to which the Company agreed to assume all of the payment
obligations of High Plains under the Note, and (ii) an Amended and
Restated Membership Interest Pledge and Security Agreement, dated
May 31, 2011, with the Edsels, pursuant to which the Company
pledged all of the membership interests in JHE, and granted a
security interest in all of the assets of JHE, to the
Edsels as security for payment of the Note.

On Feb. 8, 2012, the Company entered into a First Amendment to
Assignment and Novation Agreement and a First Amendment to
Membership Interest Pledge and Security Agreement pursuant to
which the Company agreed to delete Section 6, and other similar
provisions, from each of the Novation Agreement and Pledge
Agreement which provided for, among other items, the vesting, and
release from any transfer restrictions, of a corresponding portion
of the Company Oil and Gas Properties, as defined in the Novation
Agreement and Pledge Agreement, once at least 50% of the original
principal amount of the Note had been paid to the Edsels and
thereafter as each further payment of principal was made by the
Company to the Edsels under the Note.

Under the terms of the Note, payments of principal were due by the
Company to the Edsels as follows: (i) $1,000,000 on June 1, 2011,
(ii) $1,500,000 on Sept. 1, 2011, (iii) $2,000,000 on Dec. 31,
2011, (iv) $1,500,000 on March 1, 2012, and (v) $1,500,000 on
June 1, 2012.  While the Company made the principal payments due
under the Note to the Edsels on June 1, 2011, and Sept. 1, 2011,
the Company was unable to timely make the December 2011 Payment to
the Edsels, and in consideration of a payment in the amount of
$100,000 by the Company to the Edsels and pursuant to a letter
agreement dated Dec. 29, 2011, the Edsels agreed to extend the
payment date for the December 2011 Payment until Jan. 31, 2012, on
which date the December 2011 Payment was due and payable.

The Company was unable to timely make the December 2011 Payment to
the Edsels on Jan. 31, 2012, and as consideration for the Edsels
agreeing to (i) further extend the due date for the December 2011
Payment until Feb. 8, 2012, and (ii) extend the due date for March
2012 Payment until April 30, 2012, the Company offered to pay,
among other items, the sum of $2,000,000 to the Edsels as a
principal payment under the Note on or before Feb. 8, 2012,
pursuant to the terms of a letter agreement dated Feb. 8, 2012.
Concurrently therewith, and as additional consideration for the
Modified Payment Terms, the Company also agreed to execute the
Amendments.

On Feb. 8, 2012, the Company made the December 2011 Payment due to
the Edsels under the Note and, consequently, the Company remains
current in its payments obligations under the Note.

A full-text copy of the Form 8-K is available for free at:

                        http://is.gd/5g81jp

                         About Circle Star

Houston, Tex.-based Circle Star Energy Corp. owns royalty,
leasehold, operating, net revenue, net profit, reversionary and
other mineral rights and interests in certain oil and gas
properties in Texas. The Company's properties are in Crane,
Scurry, Victoria, Dimmit, Zavala, Grimes, Madison, Robertson,
Fayette, and Lee Counties.

The Company has sustained losses in all previous reporting periods
with an inception to date loss of $3.8 million as of July 31,
2011.  "There is substantial doubt about the Company's ability to
continue as a going concern," the Company said in the filing.

The Company reported a net loss of $6.46 million on $509,971 of
total revenues for the six months ended Oct. 31, 2011, compared
with a net loss of $11,172 on $0 of total revenues for the same
period a year ago.

The Company's balance sheet as of Oct. 31, 2011, showed $3.47
million in total assets, $5.84 million in total liabilities, and a
$2.37 million total stockholders' deficit.


CITYCENTER HOLDINGS: Fitch Rates First Lien Issuance at 'BB-'
-------------------------------------------------------------
Fitch assigns CityCenter Holdings, LLC's (CityCenter) $240 million
in proposed first lien note issuance a rating of 'BB-'/'RR1'.
CityCenter's existing ratings are not impacted by the issuance.
CityCenter's Issuer Default Rating (IDR) is 'B-'.

The Rating Outlook is Stable.

The first lien notes are being issued as part of the same series
of the 7.625% senior secured first lien notes due 2016, which has
$900 million outstanding.  The note proceeds, along with cash on
hand, will paydown CityCenter's term loan by $300 million.  There
was $375 million of term loans outstanding as of Dec. 31, 2011,
hence $75 million will remain.

Debt incurrence under the first lien notes is governed by a 2.0
times (x) Consolidated Fixed Charge Coverage (CFCC) ratio. There
are, however, some considerable carveouts including a $100 million
general carveout.  Restricted payments are also only permitted if
the pro forma CFCC ratio exceeds 2x. Restricted payments (RPs) are
governed by a RP basket, which is built using 50% of net income
plus certain capital contributions.  Fitch expects net income to
be negative in the near-to-medium term but there is a $50 million
general carveout for RPs.  There are no meaningful financial
maintenance covenants in the indenture.

The term loan's covenants are much more stringent with no
additional debt or RPs permitted (outside of some minor carveouts)
and a somewhat difficult financial maintenance covenant step-up
schedule (coverage test stepping up to 1.5x by Sept. 2013).  The
financial covenants plus CityCenter's overall credit profile are
discussed at greater length in Fitch's credit analysis report for
MGM Resorts International (MGM) and CityCenter dated Feb. 1, 2012.

The proposed transaction would be a slight positive for
CityCenter's credit profile, particularly in terms of liquidity
and financial flexibility.  It would extend the maturity profile
by pushing out about $300 million of debt maturing in January 2015
(term loan maturity) to January 2016. The transaction would also
allow CityCenter to accumulate an additional cash cushion since
the loan's mandatory 75% excess cash sweep will not be that
meaningful of factor.  Nor will the term loan's financial
covenants, which would allow for only thin covenant cushion levels
when becoming active March 2012.  Pro forma for the transaction,
CityCenter will have $112 million of cash relative to $75 million
in term loans outstanding.

Cash flow would also be marginally improved since CityCenter would
be using $60 million of its cash to paydown the term loan, which
is priced at Libor plus 650 basis points with a 1% Libor floor.
The existing 7.625% first lien notes are currently trading at a
significant premium so the interest rate differential should be a
slight positive for CityCenter.

On the negative side, Fitch is concerned that the transaction
reduces CityCenter's avenues for meaningful deleveraging.  Prior
to the transaction being announced Fitch took some comfort in the
term loan's 75% excess cash sweep as a method to reduce debt and
offset the debt accruing from the second-lien notes' payment-in-
kind (PIK) option, which is mandatory through July 2012.  The
first- and second-lien notes are not callable until 2014 (at 104%
for the first lien notes and 105% for the second lien) and are
trading at a premium.

There is little impact from the proposed transaction on Fitch's
calculations for recovery in an event of default.  Fitch still
calculates full recovery for the term loans and the first lien
notes, which are essentially pari passu (with exception of receipt
of Crystals sales proceeds outside of a foreclosure).  Fitch's
calculates that the recovery of the second-lien notes remains in
the 31% - 50% range, which is consistent with a 'B-'/'RR4' rating.

Through Dec. 31, 2011, CityCenter's EBITDA for the latest 12-month
period is $212 million.  Relative to $1.22 billion of first lien
debt (pro forma for the transaction), debt/EBITDA is 5.7 times
(x). Relative to approximately $1.95 billion of debt through the
second-lien, debt/EBITDA is 9.2x (pro forma for the PIK note's
interest accruing through July 2012 when PIK becomes optional).
Assuming the first lien note prices inline with the prevailing
yield on the existing first lien note and CityCenter opts not to
use the PIK option starting in July 2012, Fitch estimates pro
forma interest at roughly $169 million, equating to a 1.25x pro
forma coverage.

This level of coverage is adequate in context of the 'B-' IDR when
taking into account CityCenter's minimal maintenance capital
expenditure needs as well as Fitch expectation for continued Las
Vegas Strip recovery and ramp up in CityCenter's operations.

Fitch rates CityCenter as follows:

  -- IDR 'B-';
  -- Senior secured credit facility 'BB-'/'RR1'
  -- First lien senior secured note 'BB-'/'RR1'
  -- Second lien senior secured PIK note 'B-'/'RR4'


CLAIRE'S STORES: Has Net Sales of $435 Million in 4th Quarter
-------------------------------------------------------------
Claire's Stores, Inc., expects to report net sales of $435 million
for the 2011 fourth quarter, an increase of $13 million, or 3.1%,
compared to the 2010 fourth quarter.  The increase was
attributable to new store sales and an increase in same store
sales, partially offset by closed stores, decreases in shipments
to franchisees and foreign currency translation effect of the
Company's foreign locations' sales.  Net sales would have
increased 3.3% excluding the impact from foreign currency rate
changes.

Adjusted EBITDA in the 2011 fourth quarter is expected to be
between $102 million and $104 million, compared to $97.0 million
in the 2010 fourth quarter.

The Company expects to report net sales of $1,496 million for
fiscal 2011, an increase of $70 million, or 4.9%, compared to
Fiscal 2010.  Consolidated same store sales increased 0.1% in
Fiscal 2011.  In North America, same store sales increased 2.8% in
Fiscal 2011 while Europe same store sales decreased 4.4%.

Adjusted EBITDA in fiscal 2011 is expected to be between $274
million and $276 million, compared to $263.9 million in fiscal
2010.

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

                        http://is.gd/VfctFx

                       About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores also operates through its subsidiary,
Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint
venture with AEON, Co., Ltd.  The Company also franchises 198
stores in the Middle East, Turkey, Russia, South Africa, Poland
and Guatemala.

The Company's balance sheet at Oct. 29, 2011, showed $2.81 billion
in total assets, $2.86 billion in total liabilities, and a $44.61
million stockholders' deficit.

As reported by the Troubled Company Reporter on March 15, 2011,
Moody's upgraded Claire's Stores' senior secured bank credit
facilities to B3 from Caa1 and its Speculative Grade Liquidity
Rating to SGL-2 from SGL-3.  All other ratings were affirmed
including Claire's Caa2 Corporate Family Rating.  The rating
outlook is positive.


COACH AMERICA: Names Laura Hendricks New Chief Executive
--------------------------------------------------------
Dow Jones' DBR Small Cap reports that Coach America Holdings Inc.
has named Laura Hendricks, the company's vice president for
business development, as its new chief executive as it works to
restructure or sell its assets in Chapter 11.

                      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.


COACH AMERICA: S&P Withdraws 'D' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Coach
America Holdings Inc. at the company's request.

"Coach filed for Chapter 11 bankruptcy protection on Jan. 3, 2012,
and we lowered our corporate credit rating and issue ratings on
the company to 'D' on Jan. 4, 2012," S&P said.


COMPLETE PRODUCTION: S&P Raises Corporate Credit Rating to 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Houston-based Complete Production Services Inc.
(Complete) to 'BB+' from 'BB-' and removed them from CreditWatch
with positive implications, where they were placed on Oct. 12,
2011. The outlook is positive.

Subsequent to the upgrade, Standard & Poor's withdrew the
corporate credit rating on Complete.

"At the same time we raised our senior unsecured debt rating on
Complete to 'BB+' (same as the corporate credit rating on Superior
Energy Services; BB+/Positive/--). The recovery rating is '3',
which indicates our expectation of meaningful recovery (50% to
70%) in the event of a default," S&P said.

"As a result of Superior Energy Services Inc.'s completed
acquisition of Complete Production Services on Feb. 8, we have
raised the corporate credit and senior unsecured ratings on
Complete to the same level as Superior to reflect the new
ownership," said Standard & Poor's credit analyst Paul Harvey.

"We are maintaining the senior unsecured rating on Complete's $650
million notes due 2016, pending their redemption by Superior on or
around March 8, 2012, at which time the senior unsecured ratings
on Complete will be withdrawn. In November 2011, Superior
subsidiary SESI LLC issued $700 million of senior unsecured notes
to fund the redemption of the Complete debt," S&P said.

"The positive outlook on Complete prior to withdrawal of the
corporate credit rating reflects the outlook on Superior Energy
Services," S&P said.


COMPREHENSIVE CARE: Registers 50MM Shares Under Equity Plan
-----------------------------------------------------------
Comprehensive Care Corporation filed with the U.S. Securities and
Exchange Commission a Form S-8 registering 50 million shares of
common stock issuable under the Company's 2009 Equity Compensation
Plan.  The proposed maximum offering price is $11.25 million.  A
full-text copy of the filing is available at http://is.gd/ZC0TLI

                     About Comprehensive Care

Tampa, Fla.-based Comprehensive Care Corporation provides managed
care services in the behavioral health, substance abuse, and
psychotropic pharmacy management fields.

The Company reported a net loss of $10.4 million on $35.2 million
of revenues for 2010, compared with a net loss of $18.9 million on
$14.2 million of revenues for 2009.

The Company also reported a net loss of $6.47 million on
$54.04 million of total revenues for the nine months ended
Sept. 30, 2011, compared with a net loss of $8.63 million on
$17.34 million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$14.67 million in total assets, $26.41 million in total
liabilities and a $11.73 million total stockholders' deficiency.

Mayer Hoffman McCann P.C., in Clearwater, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered recurring losses from operations and has not
generated sufficient cash flows from operations to fund its
working capital requirements.


COMSTOCK MINING: Completes $15 Million Public Offering
------------------------------------------------------
Comstock Mining Inc. completed its previously announced public
offering of 7,894,737 shares of common stock.

The net proceeds to the Company from the offering will be
approximately $13.5 million, after deducting underwriting
discounts, commissions and estimated offering expenses.  The
Company intends to use the net proceeds from the offering for
exploration and development of the Company's primary target areas,
that is the Lucerne, Dayton and Spring Valley Resource Areas, as
well as for working capital and general corporate purposes.

Global Hunter Securities, LLC, Moelis & Company LLC and Aegis
Capital Corp. acted as joint-book running managers for the
offering.

Comstock Mining priced the underwritten public offering of
7,894,737 shares of common stock at $1.90 per share.  The offering
closed on Feb. 10, 2012.  The Company has granted the underwriters
a 30-day option to purchase up to 1,184,211 additional shares to
satisfy any overallotments.

                        About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.

The Company reported a net loss of $60.32 million for the year
ended Dec. 31, 2010, compared with a net loss of $6.06 million
during the prior year.  The Company had no revenues from
operations for the years ended Dec. 31, 2010 and 2009.

The Company reported a net loss of $9.10 million on $299,246
of hotel revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $26.63 million on $0 of revenue for
the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $26.57
million in total assets, $10.01 million in total liabilities and
$16.55 million in total stockholders' equity.


CONTAINERSHIP CO: May Use Chapter 15 to Sue Shippers
-----------------------------------------------------
The Containership Co. (TCC) A/S can proceed with 77 lawsuits filed
in bankruptcy court against shippers who allegedly violated
contracts to transport containers, a bankruptcy judge in Manhattan
ruled.

In August, Containership Co. started the 77 lawsuits, contending
the shippers hadn't sent the minimum number of containers called
for by contract. Several dozen of the shippers responded by filing
papers in bankruptcy court seeking authority to bring an action
against Containership Co. in the Federal Maritime Commission,
alleging a violation of the U.S. Shipping Act of 1984.

Bankruptcy Judge Sean H. Lane denied a motion filed by 22 parties-
in-interest to modify the automatic stay, pursuant to Section
362(d)(1) of the Bankruptcy Code, in the Chapter 15 bankruptcy
case of The Containership Company.  The parties seek to lift the
stay to file complaints before the Federal Maritime Commission
alleging violations of the federal Shipping Act of 1984 by the
debtor.  The Motion further requests that the Chapter 15 debtor's
adversary proceedings against the parites be stayed indefinitely.
The Motion was joined by more than a dozen other parties, all of
whom are defendants in adversary proceedings filed by the Chapter
15 debtor alleging breach of contract.  Judge Lane concluded that
the Federal Maritime Commission does not have exclusive or primary
jurisdiction over the parties' allegations, which are in the
nature of defenses to the Chapter 15 debtor's breach of contract
actions.

On Aug. 1 and 2, 2011, the Debtor filed roughly 77 adversary
proceedings against certain shippers alleging breach of
prepetition service contracts entered into between the Debtor and
the shippers.  The contracts each included a minimum quantity
commitment, requiring the shipper to tender a certain quantity of
containers to the Debtor within the term of the contracts.  The
complaints in the adversary proceedings assert that the shippers
breached these service contracts by failing to meet the specified
MQCs, and they seek liquidated damages plus interest and
reasonable attorneys' fees.

On Aug. 19, 2011, some of the defendants in the adversary
proceedings filed a Motion to (A) Modify the Automatic Stay to
Allow Movants to File Claims Against the Debtor and Permit the
Federal Maritime Commission to Exercise Jurisdiction Over Actions
Alleging Violations of the Shipping Act of 1984 and (B) Stay
Related Adversary Proceedings.  The Motion was filed on behalf of
22 parties and an additional 16 parties seek to join in the
Motion.  The Movants contend that the Debtor violated the Shipping
Act of 1984 and that the Debtor's conduct should be brought to the
attention of the FMC.

The Movants are: Apex Maritime Co., Inc.; Argos Freight, Inc.;
Barthco International, Inc; O.E.C. Shipping Los Angeles, Inc.;
Pantainer Ltd.; T-Z Cargo Limited; Universal Shipping Inc.; Wako
Express (HK) Co. Ltd.; Multi-Trans Shipping Agency, Inc.; Winair
Logistics, Inc.; Interglobo North America Inc.; CEVA Freight, LLC;
Globe Express Services, Ltd.; Phoenix International Freight
Services, Ltd.; US Pacific Transport, Inc.; England Global
Logistics USA, Inc.; Union Logistics, Inc.; Translink Shipping,
Inc.; Pudong Trans. USA, Inc.; United Logitsics (LAX), Inc.;
Topocean; and UPS Ocean Freight Service, Inc.

Nine motions to join were filed on behalf of these parties:
Headwin Global Logistics (USA), Inc.; Shanghai YiJia
Transportation Co.; CMA CGM Logistics S.A.; Global Forwarding,
Ltd.; U.S. United Logistics (Ningbo) Inc.; MCL-Multi Container
Line, Inc.; Sirius Global Logistics Co., Ltd.; Ocean World Lines;
Seapassion Logistics, Inc.; Rocky International, LLC; TT Ocean
Logistics, LLC; STD Logistics, Ltd.; On Time Shipping Line Ltd.;
Howard Berger; Pactrans Air & Sea, Inc.; and American
International Cargo Service, Inc.  The motions to join were
unopposed and are granted by the Court.

Edward D. Greenberg, Esq., David P. Street, Esq., and Brendan
Collins, Esq. -- egreenberg@gkglaw.com and dstreet@gkglaw.com --
at GKG LAW, P.C. represent Apex Maritime Co., Inc., Argos Freight,
Inc., Barthco International, Inc., LCL Lines, O.E.C. Shipping Los
Angeles, Inc., Pantainer Ltd., T-Z Cargo Limited, Universal
Shipping Inc., Wako Express (HK) Co. Ltd., Multi-Trans Shipping
Agency, Inc., Winair Logistics, Inc., Interglobo North America
Inc., CEVA Freight, LLC, Global Forwarding, Ltd., US United
Logistics (Ningbo), Inc., MCL-Multi Container Line, Inc.,
Seapassion Logistics, Inc., Rocky International, LLC, TT Ocean
Logistics, LLC, STD Logistics Ltd., On Time Shipping Line Ltd. and
American International Cargo Service, Inc.

Barbra R. Parlin, Esq., Christopher R. Nolan, Esq., and J. Michael
Cavanaugh, Esq. -- barbra.parlin@hklaw.com , chris.nolan@hklaw.com
and michael.cavanaugh@hklaw.com -- at HOLLAND & KNIGHT LLP serve
as attorneys for UPS Ocean Freight Service, Inc. and Ocean World
Lines.

James M. Maloney, Esq., in Port Washington, N.Y., argues for
Pactrans Air & Sea, Inc.

Maryann Gallagher, Esq., Timothy A. Barnes, Esq., Lizabeth L.
Burrell, Esq., and Heather Elizabeth Saydah, Esq. --
mgallagher@curtis.com and tbarnes@curtis.com -- at CURTIS, MALLET-
PREVOST, COLT & MOSLE LLP, represent Globe Express Services, Ltd.

Henry P. Gonzalez, Esq., and Carlos Rodriquez, Esq. --
gonzalez@rorlaw.com and rodriguez@rorlaw.com -- at RODRIGUEZ,
O'DONNELL, GONZALEZ & WILLIAMS, P.C., argue for US Pacific
Transport, Inc., Phoenix International Freight Services, Ltd.,
Union Logistics, Inc., Translink Shipping, Inc., Pudong Trans.
USA, Inc., United Logistics (LAX), Inc., Headwin Global Logistics
(USA), Inc., Shanghai YiJia International Transportation Co., CMA
CGM Logistics S.A. and Sirius Global Logistics Co., Ltd.

Howard F. Strongin, Esq. -- hstrongin@sralawfirm.com -- at
STRONGIN, ROTHMAN & ABRAMS LLP, represents England Global
Logistics USA, Inc.

Brian P. Dunning, Esq., and Edward A. Smith, Esq. --
bcdunning@Venable.com and easmith@Venable.com -- at VENABLE LLP
represent Topocean.

Rishi Kapoor, Esq., and Gerardo A. Carlo Altieri, Esq., CARLO &
LOZADA, LLC in Puerto Rico, represent Phoenix International
Freight Services, Ltd. and US Pacific Transport.

Sandra Gale Behrle, Esq., at COOPER, BROWN & BEHRLE, P.C., argues
for Seapassion Logistics, Inc., Rocky International, LLC, TT Ocean
Logistics, LLC, STD Logistics Ltd., On Time Shipping Line Ltd. and
American International Cargo Service, Inc.

Aleksander Powietrzynski, Esq., at WINSTON & WINSTON, P.C.,
represents Howard Berger Company.

A copy of Judge Lane's Memorandum of Decision is available at
http://is.gd/hk5gGLfrom Leagle.com.

                      About Containership Co.

Denmark-based The Containership Co. is a company formed in 2009 to
operate container ships between China and Los Angeles,

The company filed for reconstruction in Denmark in April 2011. The
same month, the Danish court approved the restructuring plan.

On May 31, 2011, the company filed for protection in the U.S.
under Chapter 15 (Bankr. S.D.N.Y. Case No. 11-12622).

The Chapter 15 petition was signed by Jorgen Hauschildt, as court
appointed receiver or reconstructor in the bankruptcy proceeding
before the Copenhagen Maritime & Commercial Court, Bankruptcy
Division, Denmark.

The Company, which has its corporate headquarters in Norway and
operational head office in Denmark, owns one and charters five
container vessels.  The Debtor is estimated to have $1 million to
$10 million in assets and up to $50 million in liabilities in the
Chapter 15 petition.

The U.S. Bankruptcy Court in New York ruled in July that Denmark
was home to the so-called foreign main proceeding.  The U.S. judge
granted relief in Chapter 15, formally halting creditor actions in
the U.S.  The Company filed under Chapter 15 in the U.S. so that
the U.S. bankruptcy judge can prevent creditors from seizing the
vessels when they come to the U.S.

Containership was founded with $25 million from a private
placement.  It first sailed in April 2010 and ran up a
$7.4 million loss last year before taxes on revenue of
$83.8 million.

Jeremy O. Harwood, Esq., at Blank Rome, LLP, in New York, serves
as counsel for the petitioner.


CONVERTED ORGANICS: Has 438.9 Million Outstanding Common Shares
---------------------------------------------------------------
On Jan. 12, 2012, Converted Organics Inc.  issued a senior secured
convertible note, in exchange for the senior secured convertible
note issued on Nov. 2, 2011, in the aggregate original principal
amount of $3,474,797, which had $2,456,595 of principal
outstanding on Jan. 12, 2012, immediately prior to the exchange,
for a senior secured convertible note in the aggregate original
principal amount of $2,456,595, as well as additional
consideration.  The terms of the Note are substantially identical
to the terms of the Original Note.

As of Feb. 10, 2012, the principal amount of the Note has declined
to $2,070,408.  From Feb. 7, 2012, until Feb. 10, 2012, a total of
$20,995 in principal had been converted into 19 million shares of
common stock.  Since the issuance of the Original Note, a total of
$1,779.592 in principal had been converted into 424 million shares
of common stock.  The Note holder is an accredited investor and
the shares of common stock were issued in reliance on Section 4(2)
under the Securities Act of 1933, as amended.

As of Feb. 10, 2012, the Company had 438,948,403 shares of common
stock outstanding.

                     About Converted Organics

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

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

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

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


DAIS ANALYTIC: Amends Form S-1 Registration Statement
-----------------------------------------------------
Dais Analytic Corporation filed with the U.S. Securities and
Exchange Commission Amendment No.6 to Form S-1 registration
statement relating to the public offering of up to 33,000,000
shares of the Company's common stock.

The public offering price for the common stock offered is
estimated to be between $0.30 and $0.34 per share.  Once the
offering price has been determined, the common stock offering
price will remain fixed for the duration of the offering.  The
Company's common stock is quoted on the OTC Bulletin Board under
the symbol "DLYT.OB".  On Feb. 10, 2012, the last reported sale
price for the Company's common stock was $0.295 per share.  The
proposed aggregate price of the shares offered hereby assuming a
midpoint offering price of $0.32 per share is $10,560,000.

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

                        http://is.gd/76MuCP

                        About Dais Analytic

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

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

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

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

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


DC DEVELOPMENT: Wants Plan Filing Period Extended to June 11
------------------------------------------------------------
D.C. Development, LLC, et al., ask the U.S. Bankruptcy Court for
the District of Maryland to extend their exclusive periods to file
a plan of reorganization and obtain acceptance of the plan by 120
days through and including June 11, 2012, and Aug. 10, 2012,
respectively.

The Debtors tell the Court that the cases are still in the early
stages and an extension will not prejudice any party in interest
and will enable the Debtors to conserve their resources by not
being forced to respond to competing plans.

                         About Wisp Resort

Recreational Industries, Inc., D.C. Development, LLC, Wisp Resort
Development ,Inc., and The Clubs at Wisp, LLC, operate a ski
resort and real estate development companies located in Garrett
County, Maryland generally known as Wisp Resort.  The Wisp Resort
comprises approximately 2,200 acres of master planned and fully
entitled land, 32 ski trails covering 132 acres of skiable terrain
with 12 lifts and two highly-rated golf courses.

Financial problems were caused by a guarantee given to Branch
Banking & Trust Co. to secure a $29.6 million judgment the bank
obtained on a real estate development within the property.

Recreational Industries, D.C. Development, Wisp Resort Development
and The Clubs at Wisp filed for Chapter 11 bankruptcy (Bankr. D.
Md. Lead Case No. 11-30548) on Oct. 15, 2011.  D.C. Development
disclosed $91,155,814 in assets and $46,141,245 in liabilities as
of the Chapter 111 filing.

The Debtors engaged Logan, Yumkas, Vidmar & Sweeney LLC as counsel
and tapped Invotex Group as financial restructuring consultant.
SSG Capital Advisors, LLC, serves as exclusive investment banker
to the Debtors.  The Official Committee of Unsecured Creditors has
tapped Cole, Schotz, Meisel, Forman & Leonard, P.A. as counsel.


DC DEVELOPMENT: Can Employ Maloney and Associates as Accountants
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland has granted
D.C. Development, LLC, et al., permission to employ Pamela J.
Schwer and Maloney and Associates PLLC, as the Debtors'
accountants.

As reported in the TCR on Jan. 24, 2012, Maloney and Associates
will assist in the preparation of the federal and state corporate
income tax returns for the fiscal year ended Oct. 31, 2011, the
annual review of financial statements required by the ongoing
business operations, the 2011 audit of the 401(k) plan for
required by ERISA and Department of Labor guidelines, the
preparation of the federal and state partnership income returns
for 2011, the preparation of the federal and state corporate
income tax returns for 2011, and the preparation of annual
financial statements required by ongoing business operations.

The customary hourly rates of Maloney are:

         Partners/Principals        $120 to $150
         Seniors                     $80 to  $90
         Staff/Paraprofessionals     $45 to  $65
         Administrative                  $40

The firm will seek reimbursement for its expenses and will include
charges for typing, copying, travel, telephones, computer rental,
etc.

To the best of the Debtors' knowledge, Maloney and its individual
accountants do not have any connections with the Debtors, other
creditors or any other party-in-interest, their respective
attorneys and accountants, the United States Trustee, or any
person employed in the Office of the United States Trustee and is
a "disinterested person" as that term is defined under Section
101(14) of the Bankruptcy Code.

                         About Wisp Resort

Recreational Industries, Inc., D.C. Development, LLC, Wisp Resort
Development, Inc., and The Clubs at Wisp, LLC, operate a ski
resort and real estate development companies located in Garrett
County, Maryland generally known as Wisp Resort.  The Wisp Resort
comprises approximately 2,200 acres of master planned and fully
entitled land, 32 ski trails covering 132 acres of skiable terrain
with 12 lifts and two highly-rated golf courses.

Financial problems were caused by a guarantee given to Branch
Banking & Trust Co. to secure a $29.6 million judgment the bank
obtained on a real estate development within the property.

Recreational Industries, D.C. Development, Wisp Resort Development
and The Clubs at Wisp filed for Chapter 11 bankruptcy (Bankr. D.
Md. Lead Case No. 11-30548) on Oct. 15, 2011.  D.C. Development
disclosed $91,155,814 in assets and $46,141,245 in liabilities as
of the Chapter 111 filing.

The Debtors engaged Logan, Yumkas, Vidmar & Sweeney LLC as counsel
and tapped Invotex Group as financial restructuring consultant.
SSG Capital Advisors, LLC, serves as exclusive investment banker
to the Debtors.  The Official Committee of Unsecured Creditors has
tapped Cole, Schotz, Meisel, Forman & Leonard, P.A. as counsel.


DC DEVELOPMENT: Can Employ SSG as Exclusive Investment Banker
-------------------------------------------------------------
D.C. Development, LLC, et al., ask the U.S. Bankruptcy Court for
the District of Maryland for permission to employ SSG Capital
Advisors, LLC, as exclusive investment banker to the Debtors.

Pursuant to the Agreement, SSG will provide investment banking
services for (i) the sale of all or substantially all of the
assets of the Debtors; (ii) the review of private placement
financing alternatives available to the Debtors, if any, involving
raising debt and/or equity capital; and (iii) the restructuring
the Company's existing credit facilities with their secured
lenders in which current equity holders maintain a controlling
equity interest in the Company.

The terms of SSG's engagement is six months and is terminable on
thirty days' written notice thereafter.

SSG will be compensated and reimbursed as follows:

   a. Initial Fee. Upon Court approval of the Application, the
      Debtors will pay SSG an initial fee of $25,000.

   b. Monthly Fees. Monthly fees of $20,000 per month beginning on
      Feb. 10, 2012, and payable on the tenth of each month
      thereafter during the Engagement Term.  The first four
      Monthly Fees, to the extent paid, will be credited to the
      Transaction Fees at closing of any Transaction.

   c. Sale Fee. Upon the consummation of a Sale Transaction, the
      Debtors will pay SSG fee, payable in cash, in federal funds
      via wire transfer or certified check, at, and as a condition
      of, closing of such transaction, equal to the greater of (a)
      $400,000 or (b) 2.0% of Total Consideration.

   d. Financing Fee. Upon the first closing of a Financing, with
      any financing source, the Debtors will pay SSG a fee,
      payable in cash, in federal funds via wire transfer or
      certified check at and as a condition of closing of such
      Financing, regardless of whether the Debtors choose to draw
      down the full amount of the committed Financing at that
      time, equal to the greater of (a) $400,000 or (b) 2.0% of
      any Senior Debt raised from any financing source, plus 4.0%
      of any Tranche B/Secured Subordinated Debt or any
      Traditional Subordinated Debt raised, plus 4% of any
      Traditional Equity raised.  If a financing source obtained
      during the Engagement Term increases the total amount made
      available to the Debtors within 12 months of the first
      closing of the Financing, SSG will  be entitled to receive
      an additional Financing Fee based upon the above formulas as
      applied to such increased amount.

   e. Restructuring Fee. Upon the closing of a Restructuring,
      through a confirmed plan of reorganization in a Chapter 11
      bankruptcy proceeding or, any other form of Restructuring,
      the Debtors will pay SSG a fee payable in cash, in federal
      funds via wire transfer or certified check, at, and as a
      condition of closing of such transaction, equal to $750,000.

The Debtors will agree to indemnify SSG.  The Debtors, however,
will not be responsible to indemnify SSG to the extent liability
is found in a final judgment by a court of competent jurisdiction,
not subject to further appeal, to have resulted primarily from
SSG's gross negligence or willful misconduct in the performance of
its duties under the Agreement.

The Debtors believe that SSG is a "disinterested person," as that
term is defined in Section 101(14) of the Bankruptcy Code and as
required by Section 327(a) of the Bankruptcy Code.

                         About Wisp Resort

Recreational Industries, Inc., D.C. Development, LLC, Wisp Resort
Development, Inc., and The Clubs at Wisp, LLC, operate a ski
resort and real estate development companies located in Garrett
County, Maryland generally known as Wisp Resort.  The Wisp Resort
comprises approximately 2,200 acres of master planned and fully
entitled land, 32 ski trails covering 132 acres of skiable terrain
with 12 lifts and two highly-rated golf courses.

Financial problems were caused by a guarantee given to Branch
Banking & Trust Co. to secure a $29.6 million judgment the bank
obtained on a real estate development within the property.

Recreational Industries, D.C. Development, Wisp Resort Development
and The Clubs at Wisp filed for Chapter 11 bankruptcy (Bankr. D.
Md. Lead Case No. 11-30548) on Oct. 15, 2011.  D.C. Development
disclosed $91,155,814 in assets and $46,141,245 in liabilities as
of the Chapter 111 filing.

The Debtors engaged Logan, Yumkas, Vidmar & Sweeney LLC as counsel
and tapped Invotex Group as financial restructuring consultant.
SSG Capital Advisors, LLC, serves as exclusive investment banker
to the Debtors.  The Official Committee of Unsecured Creditors has
tapped Cole, Schotz, Meisel, Forman & Leonard, P.A. as counsel.


DC DEVELOPMEHNT: Can Hire WRD as Broker to Sell 120 Lodestone Way
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland has granted
D.C. Development, LLC, permission to employ Wisp Resort
Development, Inc., the Company's affiliate, as broker to sell 120
Lodestone Way Property, nunc pro tunc to the Petition Date, and to
disburse sales commission.

As reported in the TCR on Jan. 24, 2012, Wisp Resort developed the
lot and borrowed funds from Branch Banking and Trust Company to do
so.  SWR, LLC, borrowed funds from Clear Mountain Bank to
construct a single-family home on the lot.  The lot and home
constitute the "Property".

The Debtor has determined that it is in the best interests of its
estate to sell the Property and the Court has authorized the sale
for $430,000.  However, the Court ordered that the 7% sales
commission be held in escrow pending application to and further
order of the Court.

Wisp Resort, along with its real estate agents and real estate
broker, is the entity responsible for the listing, marketing and
sale of the Property.

The Debtor intends to disburse to Wisp Resort the commission equal
to seven percent of the purchase price of the Property, in the
amount of $30,100.  According to the Debtor, the seven percent
sales commission is customary rate in the Deep Creek Lake and Wisp
Resort real estate market.  The Debtor asserts that preventing it
from disbursing these commissions will have a chilling effect on
itself to sell property in the future and will thwart its ability
to reorganize.

Th Debtor attests that WRD and its professionals do not have
connections with other creditors or any other party-in-interest
and the Debtor attests that WRD is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                         About Wisp Resort

Recreational Industries, Inc., D.C. Development, LLC, Wisp Resort
Development, Inc., and The Clubs at Wisp, LLC, operate a ski
resort and real estate development companies located in Garrett
County, Maryland generally known as Wisp Resort.  The Wisp Resort
comprises approximately 2,200 acres of master planned and fully
entitled land, 32 ski trails covering 132 acres of skiable terrain
with 12 lifts and two highly-rated golf courses.

Financial problems were caused by a guarantee given to Branch
Banking & Trust Co. to secure a $29.6 million judgment the bank
obtained on a real estate development within the property.

Recreational Industries, D.C. Development, Wisp Resort Development
and The Clubs at Wisp filed for Chapter 11 bankruptcy (Bankr. D.
Md. Lead Case No. 11-30548) on Oct. 15, 2011.  D.C. Development
disclosed $91,155,814 in assets and $46,141,245 in liabilities as
of the Chapter 111 filing.

The Debtors engaged Logan, Yumkas, Vidmar & Sweeney LLC as counsel
and tapped Invotex Group as financial restructuring consultant.
SSG Capital Advisors, LLC, serves as exclusive investment banker
to the Debtors.  The Official Committee of Unsecured Creditors has
tapped Cole, Schotz, Meisel, Forman & Leonard, P.A. as counsel.


DC DEVELOPMENT: Taps WRD as Broker for Garrett Count Parcels
------------------------------------------------------------
D.C. Development LLC, asks the U.S. Bankruptcy Court for the
District of Maryland for authorization to employ Wisp Resort
Development, Inc., as real estate broker to market and sell the
Debtor's residential real property parcels located in Garrett
County, Maryland.

As the broker for the sales, WRD will receive the agreed-upon 7%
to 10% sales commission and to distribute it accordingly among any
participating agent for a buyer, the broker-of-record, and the
company, WRD.

WRD and some of its professionals have connections with the
Debtor.  The following individuals are affiliated with WRD as
brokers or agents: Steven W. ("Skitch") Richards, II, Michael
Wallace, Robert Holcomb, and Karen F. Myers.

                         About Wisp Resort

Recreational Industries, Inc., D.C. Development, LLC, Wisp Resort
Development, Inc., and The Clubs at Wisp, LLC, operate a ski
resort and real estate development companies located in Garrett
County, Maryland generally known as Wisp Resort.  The Wisp Resort
comprises approximately 2,200 acres of master planned and fully
entitled land, 32 ski trails covering 132 acres of skiable terrain
with 12 lifts and two highly-rated golf courses.

Financial problems were caused by a guarantee given to Branch
Banking & Trust Co. to secure a $29.6 million judgment the bank
obtained on a real estate development within the property.

Recreational Industries, D.C. Development, Wisp Resort Development
and The Clubs at Wisp filed for Chapter 11 bankruptcy (Bankr. D.
Md. Lead Case No. 11-30548) on Oct. 15, 2011.  D.C. Development
disclosed $91,155,814 in assets and $46,141,245 in liabilities as
of the Chapter 111 filing.

The Debtors engaged Logan, Yumkas, Vidmar & Sweeney LLC as counsel
and tapped Invotex Group as financial restructuring consultant.
SSG Capital Advisors, LLC, serves as exclusive investment banker
to the Debtors.  The Official Committee of Unsecured Creditors has
tapped Cole, Schotz, Meisel, Forman & Leonard, P.A. as counsel.


EGDON HEATH: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Egdon Heath Investments, LLC
        fka Egdon Heath Developers, LLC
        1234 Pine Hills Road
        Orlando, FL 32808

Bankruptcy Case No.: 12-01698

Chapter 11 Petition Date: February 9, 2012

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Lawrence M. Kosto, Esq.
                  KOSTO & ROTELLA PA
                  P.O. Box 113
                  Orlando, FL 32802
                  Tel: (407) 425-3456
                  Fax: (407) 423-9002
                  E-mail: lkosto@kostoandrotella.com

Scheduled Assets: $1,641,900

Scheduled Debts: $1,037,159

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb12-01698.pdf

The petition was signed by Chris Netram, president of Regis
Southern, Inc., Debtor's managing member.


EXEC REALTY: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Exec Realty, LLC
        13725 Susan Kay Drive
        Tampa, FL 33613

Bankruptcy Case No.: 12-01827

Chapter 11 Petition Date: February 10, 2012

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: Catherine Peek McEwen

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: $1,001,209

Scheduled Liabilities: $2,716,540

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb12-01827.pdf

The petition was signed by Harvey T. Estes, managing member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
CPM Properties, LLC                    12-01311   01/31/12


EDIETS.COM INC: Board Adopts 2010 Amended Equity Incentive Plan
---------------------------------------------------------------
The compensation committee of the board of directors of
eDiets.com, Inc., adopted an amendment to the Company's 2010
Amended and Restated Equity Incentive Plan.  The Amendment
eliminates the Company's obligation to obtain the approval of the
Company's stockholders of any action to increase the maximum
number of shares issuable under the Plan, except to the extent
required under applicable law, regulation or rule.  Under the
original provision of the Plan, stockholder approval was required
for any action to increase the maximum number of shares issuable
under the Plan, regardless of whether or not stockholder approval
was required under applicable law, regulation or rule.

As a result of the Committee's adoption of the Amendment, the
Company does not intend to seek stockholder approval with respect
to an earlier amendment to the Plan, adopted on Dec. 20, 2011,
increasing the maximum number of shares issuable under the Plan
from 2.0 million to 4.0 million.

                            About eDiets

eDiets.com, Inc. is a leading provider of personalized nutrition,
fitness and weight-loss programs. eDiets currently features its
award-winning, fresh-prepared diet meal delivery service as one of
the more than 20 popular diet plans sold directly to members on
its flagship site, http://www.eDiets.com

eDiets.com reported a net loss of $43.3 million on $23.4 million
of revenues for 2010, compared with a net loss of $12.1 million on
$18.1 million of revenues for 2009.

The Company also reported a net loss of $2.73 million on
$17.42 million of total revenue for the nine months ended Sept.
30, 2011, compared with a net loss of $42.01 million on
$16.46 million of total revenue for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$3.96 million in total assets, $4.27 million in total liabilities,
and a $314,000 total stockholders' deficit.

Ernst & Young LLP, in Boca Raton, Florida, expressed substantial
doubt about eDiets.com's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
recurring operating losses and has a working capital deficiency.

The Company said that in light of the results of its operations,
management has and intends to continue to evaluate various
possibilities, including raising additional capital through the
issuance of common or preferred stock, securities convertible into
common stock, or secured or unsecured debt, selling one or more
lines of business, or all or a portion of the Company's assets,
entering into a business combination, reducing or eliminating
operations, liquidating assets, or seeking relief through a filing
under the U.S. Bankruptcy Code.


EDWARD DEETS: Sec. 341 Creditors' Meeting Continued Until Feb. 24
-----------------------------------------------------------------
The U.S. Trustee for Region 3 has continued until Feb. 24, 2012,
at 1:00 p.m., the meeting of creditors pursuant to 11 U.S.C. Sec.
341(a) in the Chapter 11 case of Edward Deets Holding Company,
Inc.   The U.S. Trustee previously convened a creditors' meeting
on Jan. 27.

Mountain Top, Pa.-based Edward Deets Holding Company, Inc., filed
for Chapter 11 bankruptcy (Bankr. M.D. Pa. Case No. 11-06869) on
Oct. 6, 2011.  The Debtor estimated assets of $10 million to
$50 million and estimated debts of $1 million to $10 million.
Hon. Robert N. Opel, II, presides over the case.  The petition was
signed by Edward Deets, president.


ELKSTONE 21: Involuntary Chapter 11 Case Summary
------------------------------------------------
Alleged Debtor: Elkstone 21, LLC
                P.O. Box 2542
                Telluride, CO 81435

Case Number: 12-12075

Involuntary Chapter 11 Petition Date: February 9, 2012

Court: District of Colorado (Denver)

Judge: Sidney B. Brooks

Petitioner's Counsel: Harvey Sender, Esq.
                      SENDER & WASSERMAN, P.C.
                      1660 Lincoln Street
                      Suite 2200
                      Denver, CO 80264
                      Tel: (303) 296-1999
                      E-mail: Sendertrustee@sendwass.com

Elkstone 21 's petitioner:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
RCP Elkstone Telluride
Invst., LTD.
Richard A. Myers, Pres.
c/o Conix Investments, Inc.
3915 Broadway Blvd.,
Suite 400
Tucson, AZ 85711


ENERGY CONVERSION: Files Chapter 11; Seeks Sale of Businesses
-------------------------------------------------------------
Energy Conversion Devices, Inc., filed voluntarily filed a
petition for relief under Chapter 11 in the U.S. Bankruptcy Court
for the Eastern District of Michigan.  As part of its bankruptcy
plan, ECD intends to sell through separate sales its wholly owned
operating subsidiary United Solar Ovonic LLC and other assets,
including its minority stake in Ovonyx, Inc.  The Company has
received support for its operating and divestiture plan pursuant
to a formal Plan Support Agreement executed by the Company with
holders of approximately 70% of the Company's $263.2 million in
outstanding 3% Convertible Senior Notes due 2013.

                       Sale of United Solar

USO, which will continue to operate during the sale process, has
also voluntarily filed a petition for relief under Chapter 11 in
the U.S. Bankruptcy Court for the Eastern District of Michigan.
USO is the global leader in manufacturing flexible, lightweight
thin-film photovoltaic ("PV") products for use in the commercial
rooftop and building-integrated markets.  USO's Open Solar(TM)
initiative has begun to show traction with new partnerships
resulting in an integrated roofing product with Marcegaglia in
Italy, and consumer products including the award-winning
SolarKindle cover for the Kindle(TM) e-reader.

"We firmly believe there is a strong and sustainable commercial
market for UNI-SOLAR products. USO's next-generation, 12%
efficient, flexible PV products build upon 25 years of PV
experience and enable highly competitive production costs with a
fundamentally differentiated product.  However, our current
capital structure and legacy costs are preventing USO from making
the investments necessary for the future of the business without
restructuring through the bankruptcy process," said Julian
Hawkins, ECD's President and Chief Executive Officer.  "The
processes we initiated today will afford greater opportunity for
ECD to maximize value for its stakeholders and conduct an orderly
sale of USO to ensure it is viable and successful for the long-
run."

         Sale of OBC and Other Businesses and Assets

On February 13, ECD sold its majority owned subsidiary, Ovonic
Battery Company, Inc., to BASF Corporation for the gross purchase
price of $58 million in cash before transaction fees, minority
participations, and working capital and other adjustments.  OBC is
the inventor and worldwide licensor of nickel-metal hydride
rechargeable battery technology and is pursuing advanced battery
technologies, including cathode materials for lithium-ion
chemistry batteries.  35 OBC employees have been hired by BASF as
part of this transaction.  ECD's financial advisors on the
transaction were Quarton Partners, LLC and legal advisors were
Honigman, Miller, Schwartz and Cohn LLP.

ECD maintains a portfolio of other assets including intellectual
property, miscellaneous fixed assets, and an approximately 39%
stake in its Ovonyx, Inc. joint venture.  Ovonyx holds the patents
in, and is pursuing the commercialization of, phase-change random
access memory, also known as Ovonic Universal Memory.  Ovonyx is a
joint venture with its co-founder Tyler Lowrey and its
shareholders include Intel Corporation.  Ovonyx's licensees
include Micron, Samsung, Hynix, and ST Microelectronics, among
others. Quarton Partners, LLC will also manage the sale of these
additional assets.

        Disposition of Solar Integrated Technologies

Solar Integrated Technologies, Inc., a U.S.-based wholly owned
subsidiary of ECD, has voluntarily filed a petition for relief
under Chapter 7 in the U.S. Bankruptcy Court for the Eastern
District of Michigan in a separate proceeding.  SIT is an
engineering, procurement and construction management company with
solar installations in the U.S. and Western Europe.  As a result
of this filing, SIT and its European subsidiary, Solar Integrated
Technologies GmbH, will continue to operate, though separately
from ECD and USO, during the disposition of the SIT proceeding.

                Abbreviated Financial Results

For the quarter ended Dec. 31, 2011, the Company generated
consolidated revenues of approximately $20 million and shipped
approximately 11 megawatts.  The Company continued to operate at
unsustainable levels, resulting in substantial losses and a
continued decline in cash balances.  With the proceeds from the
OBC transaction (which closed after quarter-end), ECD presently
has approximately $145 million in unrestricted cash and short-term
investments.  The Company has determined that its current
financial position is insufficient to sustain the current
operating environment and make the necessary investments for the
future of the business, without restructuring through the
bankruptcy process.  However, current cash is anticipated to be
sufficient for expected operations during the Chapter 11
proceeding, and therefore the Company is not expected to require
third-party debtor-in-possession financing.

ECD will file with the Securities Exchange Commission a Form 12b-
25 today that notifies investors that the Company will not be able
to file its quarterly report on Form 10-Q for the quarter ended
Dec. 31, 2011.  The Company has devoted its limited available
financial and accounting resources to prepare for the bankruptcy
filing and sale process.  The Company intends to make such
disclosures as are required in the bankruptcy process, including
monthly reports.

ECD has retained Honigman Miller Schwartz and Cohn LLP as legal
counsel and AlixPartners as financial advisors to assist the
company in the Chapter 11 process.

Based upon the estimated value of the Company's assets and
forecasted costs and operating losses during the Chapter 11
process, the Company does not expect to generate proceeds
sufficient to satisfy all of the Company's pre-existing
obligations to its creditors.  Accordingly, unless the Company
realizes greater-than-expected value from the sales process, the
Company expects that no distributions will be made to holders of
common stock and the common stock will be extinguished upon
confirmation of the Chapter 11 plan.

                       Road to Bankruptcy

Patrick Fitzgerald, writing for Dow Jones Newswires, reports that
Energy Conversion Devices Inc. filed for Chapter 11 protection
after it was unable to come to terms on an out-of-court deal with
its convertible bondholders, according to Michael E. Schostak,
director of business development at Energy Conversion Devices.

"While we fundamentally believe in the technology, the company is
burdened by our legacy costs and large amount of convertible
debt," Mr. Schostak said in an interview.

Although Energy Conversion Devices filed for bankruptcy without a
stalking horse, or lead bidder, for its solar business, Mr.
Schostak, according to Dow Jones, said it has signed a plan-
support agreement with a majority of its bondholders. It intends
to remain open during its Chapter 11 case and emerge as a going
concern with a new owner following a sale.

In the company's most recent quarterly regulatory filing in
November, it disclosed consolidated assets of $318 million and
debt of $349 million.  That debt includes about $263 million in
convertible bonds coming due in June of next year.

Dow Jones notes the Chapter 11 filing comes a day after the
company sold its battery division to BASF for $58 million.  That
unit's pioneering nickel-metal-hydride battery technology is used
in a number of hybrid automobiles, including the Honda Fit, the
Toyota Prius and the Ford Fusion.

Dow Jones notes the company's shareholders will likely be wiped
out under the bankruptcy.  The company's solar-technology
business, United Solar, applied for, but didn't receive, a loan
from the U.S. Department of Energy's loan-guarantee program, which
was funded with money from the 2009 economic-stimulus bill.

The company doesn't have a bankruptcy loan to fund its operations
during its Chapter 11 case and instead will use some of the $145
million it has in its coffers, Mr. Schostak said, according to the
report.

                About Energy Conversion Devices

Energy Conversion Devices -- http://energyconversiondevices.com/-
-  has a renowned 51 year history since its formation in Detroit,
Michigan and has been a pioneer in materials science and renewable
energy technology development.  The company has been awarded over
500 U.S. patents and international counterparts for its
achievements.  ECD's United Solar wholly owned subsidiary has been
a global leader in building-integrated and rooftop photovoltaics
for over 25 years.  The company manufactures, sells and installs
thin-film solar laminates that convert sunlight to clean,
renewable energy using proprietary technology.


EPICEPT CORP: Hudson Bay Discloses 4.9% Equity Stake
----------------------------------------------------
Hudson Bay Master Fund Ltd. disclosed in an amended Schedule 13G
filing with the U.S. Securities and Exchange Commission that, as
of Dec. 31, 2011, it beneficially owns warrants to purchase up to
8,377,961 shares of common stock of EpiCept Corporation
representing 4.99% of the shares outstanding.  The percentage is
based on 74,561,370 shares of common stock outstanding as of
Feb. 8, 2012.  As previously reported by the TCR on April 5, 2011,
Hudson Bay disclosed beneficial ownership of 7,069,224 shares.  A
full-text copy of the amended filing is available for free at:

                       http://is.gd/sGsQxQ

                    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.


EVANS OIL: Use of Fifth Third's Cash Collateral Expires March 9
---------------------------------------------------------------
The Hon. Barry S. Schermer of the U.S. Bankruptcy Court for the
Middle District of Florida, in a fifteenth interim order,
authorized Evans Oil Company LLC, et al., to use Fifth Third
Bank's cash collateral until March 9, 2012.

The Court's fourteenth interim order authorizing the use of cash
collateral expired Jan. 13.

The Debtors would use the cash collateral to fund their operations
postpetition.

As reported in the Troubled Company Reporter on Nov. 29, 2011,
pursuant to the terms of the fourth interim cash collateral order,
the Debtors will pay a monthly management fee equal to $20,000 to
Randy M. Long.

As adequate protection from diminution in value of the lender's
collateral, Fifth Third is granted replacement liens upon, and
security interests in, Debtors' postpetition cash collateral, but
only to the extent that debtors diminish such cash collateral, and
in no event to exceed the type, kind, priority and amount, if any,
which existed on the Petition Date.

In the event actual disbursements weekly exceed projected
disbursements by more than 10%, on a cumulative basis, Fifth Third
may, upon not less than two business days' prior written notice to
Debtors' counsel, have the right to a hearing on stay relief.

As a part of the interim adequate protection payments, and
pursuant to the terms of the fourth interim cash collateral order,
Debtors will pay Fifth Third $40,000 for each of February and
March 2012.

The Court set a March 8 hearing, at 10:45 a.m., on the Debtors'
cash collateral motion.

                         About Evans Oil

Naples, Florida-based Evans Oil Company LLC, aka Evans Oil Co LLC,
distributes bulk oil, gas, diesel and lubricant products.  Evans
Oil, together with affiliates, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Lead Case No. 11-01515) on Jan. 30,
2011.

Attorneys at Hahn Loeser & Parks LLP serve as bankruptcy counsel
to the Debtors.  Garden City Group Inc. is the claims and notice
agent.  The Parkland Group Inc. is the restructuring advisor.

Evans Oil estimated assets and debts at $10 million to $50 million
as of the Chapter 11 filing.


EVANS OIL: Wants Until March 9 to Decide on Unexpired Leases
------------------------------------------------------------
Evans Oil Company LLC, et al., ask the U.S. Bankruptcy Court for
the Middle District of Florida to extend until March 9, 2012,
their time to assume or reject unexpired leases of nonresidential
real property on:

   i) their warehouse on exchange avenue;

  ii) the parcel of real estate contiguous with Debtors' principal
      place of business that is being used as a secure parking lot
      for Debtors' service vehicles; and

iii) the convenience store property located in Coral Springs,
      Florida.

                         About Evans Oil

Naples, Florida-based Evans Oil Company LLC, aka Evans Oil Co LLC,
distributes bulk oil, gas, diesel and lubricant products.  Evans
Oil, together with affiliates, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Lead Case No. 11-01515) on Jan. 30,
2011.

Attorneys at Hahn Loeser & Parks LLP serve as bankruptcy counsel
to the Debtors.  Garden City Group Inc. is the claims and notice
agent.  The Parkland Group Inc. is the restructuring advisor.

Evans Oil estimated assets and debts at $10 million to $50 million
as of the Chapter 11 filing.


EVANS OIL: Fifth Third's Request for Trustee, Examiner Denied
-------------------------------------------------------------
The Hon. Barry S. Schermer of the U.S. Bankruptcy Court for the
Middle District of Florida denied secured creditor Fifth Third
Bank's motion for the appointment of a a Chapter 11 trustee, or in
the alternative, an examiner in the case of Evans Oil Company LLC,
et al.

Fifth Third, in its motion, explained that the examiner will
examine and investigate the Debtors and their members, officers
and directors in respect of:

   i) the structuring and negotiation of the Amended Plan and
      Disclosure Statement, wells as the proposed exit facility;

  ii) whether the Debtors' estates have any claims or causes of
      action against any member, director, affiliate, or insider
      based upon avoidance actions arising under either the
      Bankruptcy Code of Florida fraudulent transfer statutes;

iii) determine whether any member, officer, or director breached
      its fiduciary duty in negotiating the Amended Plan or for
      failing to investigate or prosecute avoidance actions for
      the benefit of creditors of the estate; and

  iv) whether any member, director, or officer failed to negotiate
      with Fifth Third in good faith and at arm's length relative
      to the Amended Plan.

The secured creditor also asked the Court that pending completion
of an investigation by the Chapter 11 trustee, or examiner, the
hearing to consider approval of the Disclosure Statement must be
adjourned.

                         About Evans Oil

Naples, Florida-based Evans Oil Company LLC, aka Evans Oil Co LLC,
distributes bulk oil, gas, diesel and lubricant products.  Evans
Oil, together with affiliates, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Lead Case No. 11-01515) on Jan. 30,
2011.

Attorneys at Hahn Loeser & Parks LLP serve as bankruptcy counsel
to the Debtors.  Garden City Group Inc. is the claims and notice
agent.  The Parkland Group Inc. is the restructuring advisor.

Evans Oil estimated assets and debts at $10 million to $50 million
as of the Chapter 11 filing.


EVANS OIL: Wants Fifth Third Collateral Valued at $11MM - $14MM
---------------------------------------------------------------
Evans Oil Company LLC, et al., ask the U.S. Bankruptcy Court for
the Middle District of Florida to determine:

   1) the enterprise value" (i.e., the going concern value) of
      the Debtors; and

   2) the value of the alleged secured claims of Debtors'
      prepetition lender, Fifth Third Bank, pursuant to section
      506(a) of title 11 of the United States Code.

The Debtors relate Fifth Third and they have divergent opinions
concerning their enterprise value.  The Debtors add that they had
been trying to convince Fifth Third that the value of Fifth
Third's collateral was substantially less than $20 million.  The
Debtors also believe that any plan of reorganization that
contemplates repayment of Fifth Third's debt must be formulated to
repay Fifth Third the value of its collateral.

The Debtors note that reports have been prepared indicating that
Fifth Third's collateral is worth between $11 million and
$14 million on an enterprise value basis.

The Debtors set a March 8, 2012, evidentiary hearing or in
conjunction with confirmation hearing on the Amended Plan.

                         About Evans Oil

Naples, Florida-based Evans Oil Company LLC, aka Evans Oil Co LLC,
distributes bulk oil, gas, diesel and lubricant products.  Evans
Oil, together with affiliates, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Lead Case No. 11-01515) on Jan. 30,
2011.

Attorneys at Hahn Loeser & Parks LLP serve as bankruptcy counsel
to the Debtors.  Garden City Group Inc. is the claims and notice
agent.  The Parkland Group Inc. is the restructuring advisor.

Evans Oil estimated assets and debts at $10 million to $50 million
as of the Chapter 11 filing.


FANNIE MAE: Lawmakers Push Bill to Put Fannie, Freddie on Budget
----------------------------------------------------------------
American Bankruptcy Institute reports that House lawmakers passed
legislation on Tuesday to put the operations of Fannie Mae and
Freddie Mac on the federal budget and change how the government
calculates the cost of several federal loan programs.

                         About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

The Company's balance sheet at Dec. 31, 2010 showed
$3.222 trillion in total assets, $3.224 trillion in total
liabilities, and a $2.52 billion total deficit.

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since September 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated specified
authorities to Fannie Mae's Board of Directors and has delegated
to management the authority to conduct day-to-day operations.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.


FILENE'S BASEMENT: Hires A&M to Provide President, COO and CFO
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Filene's Basement, LLC, et al., to employ Alvarez & Marsal North
America, LLC, to provide each of the Debtors with a President and
Chief Operating Officer, a Chief Financial Officer, and certain
additional personnel.  Jeff Feinberg was designated as President
and COO of the Debtors while Gary Binkoski was designated as CFO.

The Debtors will pay A&M Professionals based on these hourly
rates:

          Jeff Feinberg, managing director     $750
          Gary Binkoski, senior director       $550
          Dori Konig, senior director          $500
          Brandon Crawley, associate           $450

                         About Syms Corp.

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
estimated $50 million to $100 million in assets and $100 million
to $500 million in debts.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FILENE'S BASEMENT: Court Schedules March 1 as Claims Bar Date
-------------------------------------------------------------
The Bankruptcy Court has directed creditors wishing to assert
claims against Filene's Basement, LLC, et al., to file their
proofs of claim on before 5:00 p.m. on March 1, 2012.
Governmental units are required to file their proofs of claim on
or before May 4.

All proofs of claim and administrative claim requests should be
addressed to:

          Filene's Claims Processing Center
          c/o Kurtzman Carson Consultants LLC
          2335 Alaska Avenue
          El Segundo, CA 90245

Any creditor or holder of a Claim that is required to file but
fails to file a proof of claim or Administrative Claim Requests
will be barred from asserting that claim against the Debtors and
their property and their estates, and that holder or creditor will
not be permitted to vote on any plan or participate in any
distribution in the Debtors' Chapter 11 cases on account of that
claim.

                         About Syms Corp.

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
estimated $50 million to $100 million in assets and $100 million
to $500 million in debts.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FILENE'S BASEMENT: Court OKs Equity Committee Appointment
---------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware turned down the request of the Official Committee of
Unsecured Creditors in the bankruptcy case of Filene's Basement,
LLC, et al., to disband the Official Committee of Equity Security
Holders.  The Creditors Committee had sought immediate dissolution
of the Equity Committee, saying that the Equity Committee is too
cozy with the company's leadership because managers and directors
own so much Syms stock.

The Court has adjourned until March 7, 2012, the hearing on the
portion of the Motion seeking alternative relief to limit the
scope of duties or impose a budget with respect to the fees and
expenses which may be incurred by the Equity Committee.

As previously reported by the TCR on Dec. 27, 2011, the Equity
Committee opposed the Motion asserting, among other things, that
its appointment by the U.S. Trustee can only be reviewed only for
an abuse of discretion.  Roberta A. DeAngelis, the U.S. Trustee
for Region 3, also objected to the Motion for the Creditors'
Committee's failure to demonstrate that she abused her discretion
by appointing the Equity Committee.

                         About Syms Corp.

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
estimated $50 million to $100 million in assets and $100 million
to $500 million in debts.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FILENE'S BASEMENT: Court Approves Skadden Arps as Bankr. Counsel
----------------------------------------------------------------
Filene's Basement, LLC, et al., sought and obtained permission
from the Bankruptcy Court to employ Skadden, Arps, Slate, Meagher
& Flom LLP as their bankruptcy counsel.

The Debtors believe that Skadden Arps is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

                          About Syms Corp.

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
estimated $50 million to $100 million in assets and $100 million
to $500 million in debts.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FILENE'S BASEMENT: Can Hire Young Conaway as Conflicts Counsel
--------------------------------------------------------------
Filene's Basement, LLC, et al., sought and obtained permission
from the Bankruptcy Court to employ Young Conaway Stargatt &
Taylor, LLP, as their conflicts counsel, effective nunc pro tunc
to Nov. 9, 2011.

Young Conaway will be entitled to allowance of compensation and
reimbursement of expenses upon filing and approval of interim and
final applications with the Court.

Young Conaway is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

                          About Syms Corp.

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
estimated $50 million to $100 million in assets and $100 million
to $500 million in debts.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FORD CREDIT: DBRS Assigns 'BB' Rating to Senior Unsecured Notes
---------------------------------------------------------------
DBRS has assigned a rating of BB (high) with a Stable trend to the
Ford Credit Canada Limited (Ford Credit Canada or the Company)
issue of $500 million principal amount of 4.875% fixed-rate senior
unsecured notes (the Notes) to be issued on February 8, 2012, and
maturing on February 8, 2017.

The Notes to be issued by the Company are unconditionally
guaranteed by Ford Motor Credit Company LLC (Ford Credit), Ford
Credit Canada's parent, and rank pari passu with all other senior
unsecured debt of Ford Credit Canada.


FRANK PARSONS: Lindenmeyr Response Deadline Moved to Feb. 27
------------------------------------------------------------
Bankruptcy Judge Robert A. Gordon signed off on a stipulation and
consent order extending the deadline for Lindenmeyr Munroe, a
Division of National-Gottesman Inc., to respond to FPI Liquidation
Corp.'s objection to Lindenmeyr's Proof of Claim No. 201-1.  The
Debtor on Dec. 28, 2011, filed a combined Objection to the Claim
and Motion to Consolidate the Claim Objection with the pending
adversary proceeding filed by the Debtor against Lindenmeyr.
Pursuant to the Stipulation, the Jan. 27, 2012 deadline for
Lindenmeyr to respond to the Claim Objection is extended through
and including Feb. 27, 2012.  A copy of the Stipulation is
available at http://is.gd/zRgNe7from Leagle.com.

                       About Frank Parsons

Headquartered in Hanover, Maryland, Frank Parsons, Inc. --
http://www.frankparsons.com/-- aka Frank Parsons Paper Company
Inc., was the largest employee-owned, business products,
technology, and office supplies company in the United States,
offering more than 180,000 products from companies such as Avery,
Fujifilm, Hewlett Packard, IBM, Sony, Xerox, Xiotech, and more.
Frank Parsons is an approved contractor on the GSA Schedule and an
authorized AbilityOne Distributor.  The company holds several
environmental certifications, including FSC, SFI, and PEFC.

Frank Parsons filed for Chapter 11 bankruptcy protection (Bankr.
D. Md. Case No. 11-10338) on Jan. 6, 2011.  The Debtor estimated
its assets and debts at $10 million to $50 million.

Judge Robert A. Gordon presides over the case.  Gary H. Leibowitz,
Esq., and Irving Edward Walker, Esq., at Cole Schotz Meisel Forman
& Leonard, PA, serve as the Debtor's bankruptcy counsel.  The
Debtor has also tapped SSG Capital as an investment banker to
explore strategic options.  WeinsweigAdvisors LLC is the financial
advisor to the Debtor.  Delaware Claims Agency, LLC, is the claims
and noticing agent.

Brent C. Strickland, Esq., at Whiteford, Taylor & Preston L.L.P.,
in Baltimore, Maryland, and Bradford J. Sandler, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve
as counsel to the Official Committee of Unsecured Creditors formed
in the Chapter 11 case.

Frank Parsons changed its name to "FPI Liquidation Corp." after
closing of the sale of substantially all of its assets to TSRC,
Inc., in May 2011.  Pursuant to an asset purchase agreement, the
Buyer paid $2,000,000, plus 50 % of the book value of the Closing
Inventory, for the purchased assets.


FRANKLIN CREDIT: Inks Subservicing Agreement with Bosco Credit
--------------------------------------------------------------
The mortgage servicing subsidiary of Franklin Credit Holding
Corporation, Franklin Credit Management Corporation, entered into
a terms agreement with Bosco Credit II Trust Series 2010-1, a
Delaware statutory trust, for the subservicing of a pool of
approximately seven thousand subordinate lien residential mortgage
loans.  The sole depositor and sole certificate-holder of the
Trust is Bosco Credit II, LLC, an entity of which the Chairman and
President of the Registrant and FCMC, Thomas J. Axon, is the sole
member.

The Terms Agreement is effective April 1, 2012, or such other date
as mutually agreed by FCMC and the Trust, with a monthly servicing
fee principally equal to a percentage of monthly net collections.
Pursuant to the Terms Agreement, the servicing of the mortgage
loans are governed by a loan servicing agreement dated and made
effective as of Nov. 19, 2010, between FCMC and the Trust.  FCMC
will service the loans subject to customary terms, conditions and
servicing practices for the mortgage servicing industry and is
entitled to reimbursement of certain third-party fees and expenses
incurred by FCMC in the servicing and collection of the loans.
The servicing of the loans may be terminated without cause and
penalty upon thirty days prior written notice.

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

                        http://is.gd/r4mr96

                   About Franklin Credit Holding

Franklin Credit Holding Corporation (OTC BB: FCMC)
-- http://www.franklincredit.com/-- is a specialty consumer
finance company primarily engaged in the servicing and resolution
of performing, reperforming and nonperforming residential mortgage
loans, including specialized loan recovery servicing, and in the
analysis, pricing, due diligence and acquisition of residential
mortgage portfolios for third parties.  The Company's executive,
administrative and operations offices are located in Jersey City,
N.J.

The Company's balance sheet at Sept. 30, 2011, showed
$24.47 million in total assets, $840.13 million in total
liabilities, and a $815.65 million stockholders' deficit.

                        Possible Spin-Off

The Company anticipates that it will break out its separate
mortgage servicing subsidiary, FCMC, from Franklin Holding's
consolidated group as a separate company through some form of
'spin-off" or similar type of transaction, preferably around the
end of the first quarter in 2012, subject to numerous conditions,
including approval by its board of directors and the Bank, the
effectiveness of any required filings with the Securities and
Exchange Commission, compliance with applicable legal and
regulatory solvency requirements, regulatory approvals to the
extent required, and accounting and tax treatment considerations.
It is the Company's objective to spin off its 80% ownership of
FCMC to the stockholders of FCHC through some form of separation
such as a spin-off type transaction or to negotiate a pre-packaged
bankruptcy of FCHC and its subsidiary companies (but not FCMC)
with major stakeholders that would include such a spin-off of
FCMC, either of which would result in FCMC emerging as a separate
publicly-owned company.


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

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

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

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

                  About Frederick's of Hollywood

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


GENCORP INC: Vanguard Group Discloses 4.7% 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 2,759,681 shares of common
stock of Gencorp Inc representing 4.70% of the shares outstanding.
A full-text copy of the filing is available at http://is.gd/bzHGgY

                        About GenCorp Inc.

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

The Company's balance sheet at Nov. 30, 2011, showed $939.50
million in total assets, $1.14 billion in total liabilities, $4.4
million in redeemable common stock and a $211.60 million total
shareholders' deficit.

                           *     *     *

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

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

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


GENERAL MARITIME: Creditors Seek Extension for Challenging Liens
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that General Maritime Corp.'s creditors' committee is
requesting a two-week extension of the right to file a lawsuit
asserting claims against secured lender or contending their liens
are invalid.  The Creditors Committee wants the challenge period
extended to Feb. 28.  A hearing was set Feb. 14

                       About General Maritime

New York-based General Maritime Corporation, through its
subsidiaries, provides international transportation services of
seaborne crude oil and petroleum products.  The Company's fleet is
comprised of VLCC, Suezmax, Aframax, Panamax and product carrier
vessels.  The fleet consisted of 30 owned vessels and three
chartered vessels.  The company generates substantially all of its
revenues by chartering its fleet to third-party customers.  The
largest customers include major international oil companies, oil
producers, and oil traders such as BP, Chevron Corporation, CITGO
Petroleum Corp., ConocoPhillips, Exxon Mobil Corporation, Hess
Corporation, Lukoil Oil Company, Stena AB, and Trafigura.

General Maritime and 56 subsidiaries filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-15285) on Nov. 17,
2011.  Douglas Mannal, Esq., and Adam C. Rogoff, Esq., at Kramer
Levin Naftalis & Frankel LLP, in New York, serve as counsel to the
Debtors.  Moelis & Company is the financial advisor.  Garden City
Group Inc. is the claims and notice agent.

Prepetition, General Maritime reached agreements with its key
senior lenders, including its bank group, led by Nordea Bank
Finland plc, New York Branch as administrative agent, as well as
affiliates of Oaktree Capital Management, L.P., on the terms of a
restructuring.  Under terms of the agreements, Oaktree will
provide a $175 million new equity investment in General Maritime
and convert its prepetition secured debt to equity.

In conjunction with the filing, General Maritime has received a
commitment for up to $100 million in new DIP financing from a
group of lenders led by Nordea as administrative agent.

Counsel for Nordea, as the DIP Agent and the Senior Agent, are
Thomas E. Lauria, Esq., and Scott Greissman, Esq., at White & Case
LLP.  Counsel for Oaktree Capital Management, the Junior Agent,
are Edward Sassower, Esq., and Brian Schartz, Esq., at Kirkland &
Ellis, LLP.

The Official Committee of Unsecured Creditors appointed in the
case has retained lawyers at Jones Day as Chapter 11 counsel.
Jones Day previously represented an ad hoc group of holders of the
12% Senior Notes due 2017 issued by General Maritime Corp.  This
representation began Sept. 20, 2011, and concluded Nov. 29, 2011,
with the agreement of all members of the Noteholders Committee.
The Creditors Committee also tapped Lowenstein Sandler PC as
special conflicts counsel.

The Noteholders Committee consisted of Capital Research and
Management Company, J.P. Morgan Investment Management, Inc., J.P.
Morgan Securities LLC, Stone Harbor Investment Partners LP and
Third Avenue Focused Credit Fund.

The Creditors Committee is comprised of Bank of New York Mellon
Corporate Trust, Stone Harbor Investment Partners, Delos
Investment Management, and Ultramar Agencia Maritima Ltda.

GenMar filed a a proposed Chapter 11 plan on Jan. 31 to implement
an agreement worked out before the Nov. 17 bankruptcy filing with
affiliates of Oaktree Capital Management LP.  The Oaktree group,
lenders on three credits totaling more than $1 billion, are to
invest $175 million while converting secured debt to equity. In
addition, there is to be a $61.3 million rights offering where
creditors can purchase new stock.   The Company intends to seek
confirmation of the Plan by April 2012.


GENERAL MARITIME: S&P Withdraws 'D' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on General
Maritime Corp., including the 'D' corporate credit and issue
ratings. The ratings were withdrawn at the company's request.

On Nov. 17, 2011, General Maritime filed for Chapter 11 bankruptcy
protection after it failed to make the interest payments due on
its $300 million unsecured notes.


GLOBAL INVESTOR: Incurs $1.8 Million Net Loss in Dec. 31 Quarter
----------------------------------------------------------------
Global Investor Services, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $1.87 million on $581,972 of net total revenue for the
three months ended Dec. 31, 2011, compared with a net loss of
$1.81 million on $471,531 of net total revenue for the same period
during the prior year.

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

The Company reported a net loss of $8.94 million on $1.67 million
of net total revenue for the nine months ended Dec. 31, 2011,
compared with a net loss of $8.67 million on $1.22 million of net
total revenue for the same period during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $850,709 in
total assets, $3.89 million in total liabilities and a $3.04
million total deficiency in stockholders' equity.

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

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

                        http://is.gd/Ccm5Hj

                       About Global Investor

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


GOEL ENTERPRISE: Automotive Tech's Objection Deadline Moved
-----------------------------------------------------------
Bankruptcy Judge Thomas J. Catliota signed off on a Stipulation
extending the deadline for Automotive Technologies Inc. to file
objections to the motion of Goel Enterprise, Inc., Motion to
Authorize Setoff of Pre-Petition Claim of Automotive Technologies
against Debtor's Commissions is extended through and including
Feb. 15, 2012.  A copy of the Stipulation dated Feb. 2 is
available at http://is.gd/pqb2Q9from Leagle.com.

Counsel for Automotive Technologies, Inc., is:

          Edith K. Altice, Esq.
          SAUL EWING LLP
          500 East Pratt Street, 8th Floor
          Baltimore, MD 21202
          Tel: (410) 332-8839
          E-mail: ealtice@saul.com

Goel Enterprise Inc. filed for Chapter 11 bankruptcy (Bankr. D.
Md. Case No. 11-34134) on Dec. 12, 2011, estimating under $1
million in assets and debts.  Craig Palik, Esq., at McNamee Hosea
Jernigan, Kim Greenan & Lynch, P.A., serves as the Debtor's
counsel.


GP WEST: Court Confirms Joint Plan of Reorganization
----------------------------------------------------
Judge Enrique S. Lamoutte of the U.S. Bankruptcy Court for the
District of Puerto Rico confirmed Swiss Chalet, Inc., and G.P.
West, Inc.'s Joint Plan of Reorganization early this month.

The Court found that the Plan satisfies the requirements for
confirmation set forth in Section 1129 of the Bankruptcy Code.

A copy of the Confirmation Order is available for free at:

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

Under the Plan, Holders of Allowed Administrative Expense Claims,
including without limitation real property taxes in respect of the
Chapter 11 administration; Holders of Allowed Priority Tax Claims
in the SCI Case and GPW Case, including without limitation pre-
petition real property taxes last payable within one year of the
Chapter 11 filing dates; Class 1 -- The Secured Claim of Centro de
Recaudaciones de Ingresos Municipales ("CRIM", or Municipal
Revenue Collection Center) secured by Debtor's realty in the GPW
Case to the extent not allowed as a Tax Priority Claim or
Administrative Expense; and Class 3 -- Holders of Allowed Priority
Claims under Section 507 of the Bankruptcy Code, other than
Priority Tax Claims, in the SCI Case and the GPW Case -- are
unimpaired and have full recovery.

The impaired classes are:

Description                         Estimated Amount   Estimated
of Claim                Class       of Allowed Claim   Recovery
------------            -----       ----------------   ---------
The Claim of CPG/GS     Class 2(a)  $9,065,950.58      71%
PR NPL, LLC ("CPG")
secured by
substantially all of
Debtor GPW's assets

The Claim of CPG/GS     Class 2(b)  $119,154,958.00,   --
PR NPL LLC ("CPG" or                as may be reduced
"CPG/GS") secured by                for the payments
substantially all of                made during the
Debtor SCI's Assets                 reorganization
                                     period.

Holders of Estimated    Class 4(a)  $7,576,701         70%-90%
Allowed General                     including the      (excluding
Unsecured Claims in                 deficiency claim   the
the GPW Case                        of CPG/GS and the  deficiency
                                     Allowed Claims of  claim of
                                     Insiders and       CPG and
                                     Affiliate          the
                                                        Allowed
                                                        Claims of
                                                        Share-
                                                        holders,
                                                        and
                                                        Affiliates

Holders of Allowed      Class 4(b)  $11,456,035        6.6%
General Unsecured                   (exclusive of
Claims in the SCI Case              CPG $29,000,000
                                     deficiency claim)

The shares of the Equity Interest Holders in GPW and in SCI will
remain unaltered.

                  About The Swiss Chalet Inc.

The Swiss Chalet Inc., developed the Gallery Plaza Condominium
and Atlantis Condominium in San Juan, Puerto Rico.  SCI also owns
the DoubleTree Hotel in Condado, San Juan, Puerto Rico, adjacent
to the Gallery Plaza.  SCI filed a Chapter 11 petition (Bankr. D.
P.R. Case No. 11-04414) on May 27, 2011.  Charles A. Cuprill,
P.S.C. Law Offices, in San Juan, P.R., serves as its bankruptcy
counsel.  CPA Luis R. Carrasquillo & Co., P.S.C., serves as its
financial consultants.  In its schedules, the Debtor disclosed
total assets of $115,580,977 and total debts of US$138,603,384.
The petition was signed by Arnold Benus, director.

                           About GP West

GP West, Inc., based in San Juan, Puerto Rico, is engaged in the
rental of residential and non-residential real properties under
the name of GP West, Inc..  GPW owns a non-residential parcel of
land located at the southwest corner of De Diego Avenue and
Wilson Street, San Juan, P.R., which is currently leased to
Supermercados Maximo, Inc.  GPW also owns 8 residential
apartments at Gallery Plaza Condominium, acquired in March 2011
for its affiliate SCI, 6 of which are currently leased to BPP
Retail Management, LLC.

GPW filed for Chapter 11 bankruptcy (Bankr. D. P.R. Case No.
11-04954) on June 9, 2011.  Eduardo J. Corretjer Reyes, Esq., at
Bufete Roberto Corretjer Piquer, in San Juan, P.R., represents
the Debtor in its restructuring effort.  CPA Luis R. Carrasquillo
& Co., P.S.C., serves as financial consultant.  In its schedules,
the Debtor disclosed $13,384,251 in assets and $132,825,590 in
debts.  The petition was signed by Jose Teixidor Mendez,
president.

No trustee or examiner has been appointed in this Chapter 11
case, and no official committee of creditors or otherwise has
been appointed or designated.


GREEN GARDEN: Anticipates Getting Court OK for Asset Sale
---------------------------------------------------------
The Debtor and Debtor in Possession, Bankr. N.D. Ill. Case No. 11-
25934, and DSI, the Sales Agent, anticipates receiving court
approval of procedures for the sale of the assets commonly known
as Green Garden Country Club free and clear of liens, claims and
encumbrances and authorizing the assumption of executory
contracts.  The anticipated sale will be of real estate and
personal property (other than the cash and accounts receivable)
pursuant to Section 363 of the Bankruptcy Code. Tentative terms of
the sale include but are not limited to:

   a. Assets to be Sold.  The Golf Course Assets, which must be
      sold together and will not be sold separately and which do
      not include cash or accounts receivable.  The Debtor shall
      only consider bids for all of the Golf Course Assets.

   b. Participation Requirements.  In order to participate in the
      bidding process or otherwise be considered for any purpose
      hereunder, a person interested in all of the Golf Course
      Assets must first deliver the following materials to the
      Sales Agent (who will then forward such items to First
      Midwest, the Secured Lender) and to the Debtor's counsel:

       (1) An executed confidentiality agreement in form and
           substance satisfactory to the Debtor and his counsel;
           and

       (2) Proof of the Potential Bidder's financial ability to
           consummate a sale transaction. A person meeting the
           requirements set forth in the below section shall be
           considered a "qualified bidder," provided that First
           Midwest is a Qualified Bidder and shall have the right
           to credit bid at the Auction.

   c. Qualified Bid. A Qualified Bid can only be made by a
      Qualified Bidder and must:

       (1) Identify the bidder, including any party for whom it
           may be bidding with or on behalf of and whether the
           bidder is a party to any agreement limiting the bidders
           at the Auction and any relation of such parties to the
           Debtor;

       (2) Contain a signed definitive asset purchase agreement,
           which will be in the form of that submitted by the
           Stalking Horse, but only to the extent the Debtor has
           selected a Stalking Horse and has filed with the
           Bankruptcy Court a proposed asset purchase agreement,
           with such Purchase Agreement redlined against the
           Purchase Agreement submitted by the Stalking Horse;

       (3) Provide for the purchase of all of the Golf Course
           Assets;

       (4) Provide for a cash purchase price with respect to the
           Assets in the sum of at least $5,500,000 in the
           aggregate;

       (5) Include a certified or bank check or wire transfer in
           the amount equal to 5% of the proposed purchase price
           as a good faith deposit.

The anticipated Court Order will approve the following timeline:

    * Bid Deadline and Submission: Bids must be received no later
      than 12:00 noon (prevailing Central time) on March 9, 2012.

    * Auction: If more than one Qualified Bid by a Qualified
      Bidder is received by the Bid Deadline, an Auction shall
      take place on March 12, 2012, at 10:00 a.m. (prevailing
      Central time) at the offices of Foley & Lardner LLP (Counsel
      to First Midwest Bank), 321 North Clark Street, Suite 2800,
      Chicago, Illinois.

    * Closing: Pursuant to Bankruptcy Court approval of a final
      bidder, the closing of the sale transaction must occur on or
      before March 30, 2012.

    * Interested parties may request additional information and
      documentation concerning the assets and the sale by
      contacting:

            Steven L. Victor and
            Matt Farnsworth,
            Sales Agent for the Debtor
            Development Specialists, Inc.
            70 W. Madison, Suite 2300
            Chicago, Illinois 60602
            Tel: (312) 263-4141
            E-mail: svictor@dsi.biz
                    mfarnsworth@dsi.biz


HAMPTON ROADS: Fir Tree Discloses 9.6% Equity Stake
---------------------------------------------------
Fir Tree, 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
3,305,338 shares of common stock of Hampton Roads Bankshares,
Inc., representing 9.6% of the shares outstanding.  A full-text
copy of the filing is available at http://is.gd/Z3De1C

                   About Hampton Roads Bankshares

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

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

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

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

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

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

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


HAWKER BEECHCRAFT: Robert Miller Named Chief Executive Officer
--------------------------------------------------------------
The board of directors of Hawker Beechcraft, Inc., appointed
Robert S. "Steve" Miller as chief executive officer, effective
Feb. 7.  Bill Boisture, formerly CEO, will remain as Chairman of
its operating subsidiary Hawker Beechcraft Corporation.

The Company is required to pay Mr. Miller an annual salary of
$1,500,000.  In addition, for each calendar year ending during the
Term, Mr. Miller will have a target bonus opportunity of 100% of
his base salary payable in cash based on accomplishing certain
financial targets and may earn up to 200% of his base salary if
those financial targets are exceeded.

"Hawker Beechcraft is a great company with iconic brands and
dedicated employees.  I'm honored to join and to help this company
navigate through the challenges of the current general aviation
market," said Miller, CEO of Hawker Beechcraft, Inc.  "With its
inherently strong products, people and history, Hawker Beechcraft
will remain an important presence in the aviation industry."

"The Board of Directors is grateful to Bill for the work done to
reposition Hawker Beechcraft, especially its manufacturing,
customer support, and sales and marketing operations," Miller
added.  "I appreciate Bill's continued dedication to the success
of Hawker Beechcraft and look forward to working with him."

Miller has had a long and successful history in the automotive,
steel and waste management industries.  He is currently Chairman
of the Board of AIG and a director of Symantec and has previously
served on the board of directors of more than one dozen companies.
Miller earned bachelor's and master's degrees at Stanford
University and his law degree from Harvard Law School.

                      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)


HMC/CAH: Court OKs Lentz Clark as Committee's Local Counsel
-----------------------------------------------------------
The Bankruptcy Court authorized the Official Committee of
Unsecured Creditors of HMC/CAH Consolidated, Inc., et al., to
retain Lentz Clark Deines PA as its local counsel, nunc pro tunc
to Oct. 27, 2011.  Lentz Clark will work closely with the Debtors'
representatives, the Committee's lead counsel, and other
professionals, if any, retained by the Committee, to ensure that
there is no unnecessary duplication of services charged to the
Debtors' estates.

At current, Lentz Lentz Clark's hourly rates are:

          Partners        $295 - $325
          Associates      $150 - $175
          Paralegals          $90

                    About HMC/CAH Consolidated

Kansas City, Missouri-based HMC/CAH Consolidated, Inc., is in the
business of acquiring and operating a system of acute care
hospitals located in rural communities that are certified by The
Centers for Medicare and Medicaid Services as Critical Access
Hospitals or CAHs.  The core focus of HMC/CAH's business plan is
to replace the technologically out of date and operationally
inefficient medical facilities of its CAHs with newly constructed
state-of-the art facilities.  Since its incorporation, HMC/CAH has
purchased 12 rural hospitals certified as Critical Access
Hospitals.  These CAH Hospitals are located in Kansas (3),
Oklahoma (5), Missouri (1), Tennessee (1) and North Carolina (2).
The CAH Hospitals are the lifeline of the communities that they
serve.  The CAH Hospitals provide critical health services to
rural residents, including emergency medical services.

HMC/CAH and 12 affiliates filed for Chapter 11 bankruptcy (Bankr.
W.D. Mo. Case Nos. 11-44738 to 11-44750) on Oct. 10, 2011.  Judge
Dennis R. Dow presides over the case.  Mark T. Benedict, Esq., at
Husch Blackwell Sanders LLP, represents the Debtors as counsel.
In its petition, the Debtors estimated $10 million to $50 million
in assets and debts.  The petition was signed by Dennis Davis,
chief legal officer.

Nancy J. Gargula, U.S. Trustee for Region 13, appointed five
members to serve on the Official Committee of Unsecured Creditors
of HMC/CAH Consolidated, Inc.  Kilpatrick Townsend & Stockton LLP
serves as the committee's counsel.


FRIENDLY ICE CREAM: Wants Until April 2 to Propose Chapter 11 Plan
------------------------------------------------------------------
Friendly Ice Cream Corporation, et al., now known as Amicus Wind
Down Corporation, et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend their exclusive periods to file and
solicit acceptances for a proposed chapter 11 plan until April 2,
2012, and June 1, respectively.

The Debtors filed their request for an extension before the
exclusive periods was set to expire on Feb. 2.

The Debtors hope to file a chapter 11 Plan in furtherance of a
timely wind-down of their estates.  The Debtors seek and extension
to maintain a stable wind-down process.

The Debtors set a Feb. 21, 2012 hearing at 10:00 a.m., on their
exclusivity extensions motion.  Objections, if any, are due
Feb. 14.

                     About Friendly Ice Cream

Friendly Ice Cream Corp. -- http://www.friendlys.com/-- the owner
and franchiser of 490 full-service, family-oriented restaurants
and provider of ice cream products in the Eastern United States,
filed for Chapter 11 reorganization together with four affiliates
(Bankr. D. Del. Lead Case No. 11-13167) on Oct. 5, 2011, to sell
the business mostly in exchange for debt to Sundae Group Holdings
II LLC, a unit of Sun Capital Partners Inc.  The existing owner
and holder of the Debtors' second-lien debt are also affiliates of
Sun Capital.  Friendly's, based in Wilbraham, Massachusetts, also
announced the closing of 63 stores, leaving about 424 operating.
Franchise operators have about 230 of the locations.

Judge Kevin Gross oversees the case.  James A. Stempel, Esq., Ross
M. Kwasteniet, Esq., and Jeffrey D. Pawlitz, Esq., at Kirkland &
Ellis LLP; and Laura Davis Jones, Esq., Timothy P. Cairns, Esq.,
and Kathleen P. Makowski, Esq., at Pachulski Stang Ziehl & Jones
LLP, serve as the Debtors' bankruptcy counsel.  Zolfo Cooper
serves as the Debtors' financial advisors.

In its petition, Friendly Ice Cream Corp. estimated $100 million
to $500 million in assets and debts.  The petitions were signed by
Steven C. Sanchioni, executive vice president, chief financial
officer, treasurer, and assistant secretary.

Sundae Group Holdings proposes to pay about $120 million for the
business.  The price includes enough cash to pay first-lien debt
and an amount of cash for unsecured creditors to be negotiated
with the official creditors' committee.  Aside from cash, Sun
Capital will make a credit bid from the $267.7 million in second-
lien, pay-in-kind notes.

The bid from Sun Capital is subject to higher and better offers
at an auction.  Under the proposed time-line, bids would be due
Nov. 24, followed by an auction on Dec. 1.  A competing bid must
be at least $122.6 million in cash.

Friendly's is one of two companies under Sun Capital's portfolio
to file for bankruptcy in a span of two days.  Mexican-food chain
Real Mex, which operates restaurants such as Chevys, filed in
Delaware bankruptcy court on Oct. 3, 2011.

On Oct. 12, 2011, the U.S. Trustee appointed the Committee.  The
Committee currently consists of seven members.  The Committee
selected Akin Gump Straus Hauer & Feld LLP and Blank Rome LLP to
serve as co-counsel to the Committee, and FTI Consulting to serve
as the Committee's financial advisor.


GENERAL MOTORS: Spirnak Claim Reclassified as Equity
----------------------------------------------------
District Judge Denise Cote affirmed the Bankruptcy Court's
Sept. 6, 2011 Supplemental Order granting General Motors Corp.'s
147th Omnibus Objection to Claims, which disallowed and
reclassified as an equity interest the proof of claim filed by
Dale R. Spirnak, a retired former employee of GM who invested in a
GM-sponsored 401(k) retirement plan.  Mr. Spirnak filed an
unsecured claim against GM for $1,648,995 for losses sustained as
a result of diminution in the value of the GM common stock in his
401(k) account.  One option in the GM 401(k) plan included
investing in GM common stock.  Mr. Spirnak alleges that by
including this option within its 401(k) plan while other
investments were excluded and by vouching for the "viability" of
GM stock in other unspecified ways, GM represented to him that
such an investment was safe.  He claims that GM knew these
representations to be false, and that the representations led him
to invest a significant portion of his 401(k) account in GM common
stock.  A copy of the Court's Feb. 7, 2012 Opinion and Order is
available at http://is.gd/SmkxYHfrom Leagle.com.

                       About General Motors

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

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

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

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

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

                     About Motors Liquidation

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

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

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


GENTA INC: Has 1.9 Billion Outstanding Common Shares
----------------------------------------------------
The number of outstanding shares of Genta Incorporated common
stock par value $0.001 as of Feb. 10, 2012, is 1,935,455,665.

                     About Genta Incorporated

Berkeley Heights, New Jersey-based Genta Incorporated (OTC BB:
GNTA) -- http://www.genta.com/-- is a biopharmaceutical company
engaged in pharmaceutical (drug) research and development.  The
Company is dedicated to the identification, development and
commercialization of novel drugs for the treatment of cancer and
related diseases.

EisnerAmper LLP, in Edison, New Jersey, expressed substantial
doubt about Genta's ability to continue as a going concern
following the 2010 financial results.  The independent auditors
noted that of the Company's recurring losses from operations,
negative cash flows from operations and current maturities of
convertible notes payable.

Amper, Politziner & Mattia, LLP, in Edison, New Jersey, did not
include a going concern explanatory paragraph in its audit report
on the Company's financial statements for fiscal 2009.

The Company reported a net loss of $167.3 million on $257,000 of
sales for 2010, compared with a net loss of $86.3 million on
$218,000 for 2009.

The Company also reported a net loss of $37.36 million on $170,000
of net product sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $133.43 million on $192,000 of net
product sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$16.82 million in total assets, $32.13 million in total
liabilities, and a $15.30 million total stockholders' deficit.

                         Bankruptcy Warning

In September 2011, the Company issued $12.7 million of units,
consisting of $4.2 million of senior secured convertible notes and
$8.5 million of senior secured cash collateralized convertible
notes.  In connection with the sale of the units, the Company also
issued two types of debt warrants in an amount equal to 100% of
the purchase price for each unit.  The Company had direct access
to $4.2 million of the proceeds, and the remaining $8.5 million of
the proceeds were placed in a blocked account as collateral
security for the $8.5 million senior secured cash collateralized
convertible notes.  Presently, with no further financing, the
Company projects that it will run out of funds during the first
quarter of 2012.  The Company currently does not have any
additional financing in place.  If it is unable to raise
additional funds, the Company could be required to reduce its
spending plans, reduce its workforce, license one or more of its
products or technologies that it would otherwise seek to
commercialize itself, sell some or all of its assets, cease
operations or even declare bankruptcy.  There can be no assurance
that the Company can obtain financing, if at all, or raise those
additional funds, on terms acceptable to it.


HOMEROOMS INC: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Homerooms, Inc.
        dba Cypress Tree Inn
        2503 SE Evangeline Thruway
        Lafayette, LA 70508

Bankruptcy Case No.: 12-50136

Chapter 11 Petition Date: February 10, 2012

Court: United States Bankruptcy Court
       Western District of Louisiana (Lafayette)

Judge: Robert Summerhays

Debtor's Counsel: Thomas E. St. Germain, Esq.
                  WEINSTEIN & ST. GERMAIN
                  1414 NE Evangeline Thruway
                  Lafayette, LA 70501
                  Tel: (337) 235-4001
                  Fax: (337) 235-4020
                  E-mail: ecf@weinlaw.com

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

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

A copy of the list of 15 largest unsecured creditors is
available for free at http://bankrupt.com/misc/lawb12-50136.pdf

The petition was signed by Michael J. Munro, Sr., president.


HOSTESS BRANDS: Teamsters to Strike if Unfair Contract Imposed
--------------------------------------------------------------
The Teamsters Union disclosed that its members working at Hostess
voted overwhelmingly - over 90 percent in favor - to authorize a
strike if Hostess is granted its motion to impose unfair contract
terms as part of the bankruptcy process.

The bankruptcy court has scheduled a trial to begin March 5 on the
Debtor's proposal to end existing collective bargaining agreements
with the Teamsters and bakery workers' unions.

Teamster local unions that comprise the national bargaining unit
for more than 7,500 Hostess employees conducted strike
authorization votes during the past 10 days.  A majority of the
members participated in the overwhelming strike vote.

"This vote shows that, while our Hostess members are willing to
take significant steps to save the company, they can only go so
far," said Dennis Raymond, Director of the Teamsters Bakery and
Laundry Conference.  "Twice before, they have made sacrifices to
help this company with no progress to show for it. They need to
see their sacrifices matched by other key stakeholders and they
need protections to make sure their sacrifices are not made in
vain again due to mismanagement.  While we remain committed to
finding a solution to save the company, it won't be done solely on
the backs of our members and Hostess employees."

"The Teamsters Union is committed to vigorously defending its
position against the 1113 motion to impose unfair employment terms
that the company filed at the outset of the bankruptcy process,"
said Ken Hall, Teamsters International Vice President.  "The
strike authorization should send a loud and clear message about
our determination, and we will be equally determined in defending
our case before the court."

A hearing on the motion is scheduled to begin March 5 and the
judge has 30 days to issue a ruling.

"In a related development, as a result of the loud protests from
our members and other represented Hostess employees, the company
has deferred its motion to request that the court approve CEO
Driscoll's employment contract until mid-March," Hall said.  "The
delay shows that our voices were heard, and, while the contract
remains an open issue, we will continue to press the principle of
equal sacrifice for all stakeholders, including the CEO."

                    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.


HOWREY LLP: Trustee Intends to Fight for Farmer Lawsuit Proceeds
----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that a decade-long legal battle
over the federal government's alleged discrimination against
Hispanic farmers will continue without plaintiff law firm Howrey
LLP, but the defunct firm's estate plans to fight for a piece of a
proposed $1.33 billion payout.

                          About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Calif. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March.

The firm specialized in antitrust and intellectual-property
matters.  The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.

The involuntary chapter 7 petition was converted to a chapter 11
case in June at the request of the firm.  In its schedules filed
in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.

Representing Citibank, the firm's largest creditor, is Kelley
Cornish, Esq. -- kcornish@paulweiss.com -- a partner at Paul,
Weiss, Rifkind, Wharton & Garrison.  Representing Howrey is H.
Jason Gold, Esq. -- jgold@wileyrein.com -- a partner at Wiley
Rein.

The Official Committee of Unsecured Creditors is represented in
the case by Bradford F. Englander, Esq., at Whiteford, Taylor And
Preston LLP.

In September 2011, Citibank sought conversion of the Debtor's case
to Chapter 7 or, in the alternative, appointment of a Chapter 11
Trustee.  The Court entered an order appointing a Chapter 11
Trustee. In October 2011, Allan B. Diamond was named as Trustee


IMAGEWARE SYSTEMS: Has $1-Mil. Profit in 9 Months Ended Sept. 30
----------------------------------------------------------------
Imageware Systems, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting
net income of $1.06 million on $4.48 million of revenue for the
nine months ended Sept. 30, 2011, compared with net income of
$1.07 million on $4.60 million of revenue a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$4.23 million in total assets, $20 million in total liabilities,
and a $15.76 million total shareholders' deficit.

Imageware Systems reported a net loss of $7.85 million on $1.92
million of revenue for the three months ended March 31, 2011,
compared with a net loss of $1.47 million on $2.02 million of
revenue for the same period during the prior year.  A full-text
copy of the Form 10-Q is available for free at http://is.gd/GEs4Xb

Imageware Systems reported net income on $3.52 million on $1.49
million for the three months ended June 30, 2011, compared with
net income of $3.66 million on $1.15 million of revenue for the
same period during the prior year.  A full-text copy of the Form
10-Q is available for free at http://is.gd/jA9jTh

The Company reported net income of $5.39 million on $1.06 million
of revenue for the three months ended Sept. 30, 2011, compared
with a net loss of $1.11 million on $1.42 million of revenue for
the same period during the prior year.  A full-text copy of the
Form 10-Q is available for free at http://is.gd/564GVq

                      About ImageWare Systems

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


IMAGEWARE SYSTEMS: To Offer 58.9 Million Common Shares
------------------------------------------------------
Imageware Systems, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-1 registering 58,985,584 shares of
the Company's common stock, $0.001 per share, of the Company by
Bruce Toll, Goldman Capital Management MPP, Gruber & McBaine
International, et al.  The shares of Common Stock registered for
resale under this registration statement include:

  * up to 20,090,000 shares of common stock issued in a private
    placement transaction consummated on Dec. 20, 2011;

  * up to 12,252,500 shares of common stock issuable upon exercise
    of warrants issued in connection with the Private Placement;

  * up to 6,195,682 shares of common stock issued upon conversion
    of the Company's Series C 8% Convertible Preferred Stock upon
    consummation of the Private Placement;

  * up to 5,572,843 shares of common stock issued upon conversion
    of the Company's Series D 8% Convertible Preferred Stock upon
    consummation of the Private Placement;

  * up to 9,774,559 shares of common stock issued to a
    significant investor in exchange for certain outstanding
    convertible promissory notes, and related accrued but unpaid
    interest thereon;

  * up to 600,000 shares of common stock owned by BET Funding,
    LLC; and

  * up to 4,500,000 shares of common stock issuable upon exercise
    of certain warrants owned by BET Funding.

The Company will not receive any proceeds from the sale of the
shares by the Selling Stockholders; however, if the warrants are
exercised the Company will receive the exercise price of the
warrants, if exercised at all.  The Company will pay the expenses
of registering the shares sold by the Selling Stockholders.

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

                       http://is.gd/RovT8M

                      About ImageWare Systems

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

The Company's balance sheet at Sept. 30, 2011, showed $4.23
million in total assets, $20 million in total liabilities and a
$15.76 million total shareholders' deficit.


IMAGEWARE SYSTEMS: Neal Goldman Discloses 18.1% Equity Stake
------------------------------------------------------------
Neal I Goldman and his affiliates disclosed in a Schedule 13D
filing with the U.S. Securities and Exchange Commission that, as
of Oct. 5, 2010, that they beneficially own 32,460,145 shares of
common stock of ImageWare Systems, Inc., representing 18.1% of the
shares outstanding.  A full-text copy of the filing is available
for free at http://is.gd/J2q11R

As of Sept. 5, 2008, Mr. Goldman beneficially owns 3,500,000
shares of common stock or 14.2% of the shares outstanding, a full-
text copy of the filing is available at http://is.gd/ZjhcVn

                      About ImageWare Systems

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

The Company's balance sheet at Sept. 30, 2011, showed $4.23
million in total assets, $20 million in total liabilities and a
$15.76 million total shareholders' deficit.


INTEGRATED ENVIRONMENTAL: Sells Common Stock Units for $250,000
---------------------------------------------------------------
Integrated Environmental Technologies, Ltd., on Feb. 6, 2012, sold
to an institutional investor common stock units that in aggregate
consisted of 3,125,000 shares of the Company's common stock, $.001
par value, and a warrant to purchase 1,562,500 shares of Common
Stock, for an aggregate purchase price of $250,000, or $0.08 per
share.  The warrant has a three year term, is exercisable at $0.20
per share and was fully vested at the date of issuance.  The
quoted market price of the Common Stock on the date of closing
this transaction was $0.07 per share.  The Company incurred
offering costs of $17,500 in connection with this offering.  The
Company will use the proceeds from this offering for working
capital purposes, including the continued roll out of its
previously disclosed sales and marketing strategy.

In connection with the issuance of the Common Stock and the
warrant to purchase Common Stock, the Company relied on the
exemption from registration for a private transaction not
involving a public distribution provided by Section 4(2) of the
Securities Act of 1933, as amended.

                  About Integrated Environmental

Little River, S.C.-based Integrated Environmental Technologies,
Ltd., through its wholly-owned subsidiary I.E.T., Inc., designs,
manufactures, and sells EcaFlo(R) equipment, which utilizes the
Electro-Chemical Activation process to generate environmentally
responsible EcaFlo(R) solutions - anolyte and catholyte - for use
in managing and controlling bacteria, fungi, viruses and other
unwanted microorganisms in an effective and economically
beneficial manner over a variety of commercial and industrial
applications.

The Company's balance sheet at June 30, 2010, showed $1,293,820 in
total assets, $988,674 in total current liabilities, and $305,146
in stockholders' equity.

Following the Company's annual results for 2009, Weaver & Martin
LLC, in Kansas City, Mo., expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company's ability to continue as a going
concern is dependent upon obtaining additional sources of capital
or borrowings.

In the Form 10-Q, the Company acknowledges that as a result of its
deficiency in working capital at December 31, 2009 and June 30,
2010, its auditors expressed substantial doubt about its ability
to continue as a going concern.  The Company says its ability to
continue as a going concern is dependent upon attaining profitable
operations.


IRWIN MORTGAGE: Wants Exclusive Filing Period Extended to July 6
----------------------------------------------------------------
Irwin Mortgage Corporation asks the U.S. Bankruptcy Court for the
Southern District of Ohio to further extend (i) its exclusive
period to file a plan through and including July 6, 2012, and (ii)
its exclusive period to solicit acceptances of the plan through
and including Sept. 7, 2012.

A previous order by the Court extended the exclusive filing period
through March 6, 2012, and the exclusive solicitation period
through May 8, 2012.

The Debtor tells the Court that, among others, that the size and
complexity of the case justify the extension.  There have been
numerous substantial claims asserted against the Debtor.  And, the
Debtor believes that it will be beneficial to the plan
confirmation process to attempt to consensually resolve some of
those substantial claims before a plan is filed.  Further, the
Debtor is continuing to explore alternatives to attempt to realize
value from its wholly owned, non-debtor, reinsurance subsidiary,
Irwin Reinsurance Corporation.  Finally, ParenteBeard's review of
tax matters is ongoing.

                       About Irwin Mortgage

For a number of years, Irwin Mortgage Corporation, based in
Dublin, Ohio, originated, purchased, sold and serviced
conventional and government agency backed residential mortgage
loans throughout the United States.  However, in 2006 and
continuing into early 2007, IMC sold substantially all of its
assets, including its mortgage origination business, its mortgage
servicing business, and its mortgage servicing rights portfolio,
to a number of third party purchasers.  As a result of those
sales, IMC terminated its operations and has been winding down
since 2006.

Irwin Mortgage filed for Chapter 11 bankruptcy (Bankr. S.D. Ohio
Case No. 11-57191) on July 8, 2011.  Judge Charles M. Caldwell
presides over the case.  In its petition, the Debtor estimated
assets of $10 million to $50 million, and debts of $50 million to
$100 million.  The petition was signed by Fred C. Caruso,
president.

Nick V. Cavalieri, Esq., Matthew T. Schaeffer, Esq., and Robert B.
Berner, Esq., at Bailey Cavalieri LLC, serve as the Debtor's
counsel.  Fred C. Caruso and Development Specialists Inc. provide
wind-down management services to the Debtor.


ISAACSON STEEL: Has Until May 16 to Propose Chapter 11 Plan
-----------------------------------------------------------
The Hon. J. Michael Deasy of the U.S. Bankruptcy Court for the
District of New Hampshire granted the oral motion of Isaacson
Steel, Inc. and Isaacson Structural Steel, Inc. to extend their
exclusivity periods.

According to the Debtors' docket their exclusive periods to file
the proposed chapter 11 plan and explanatory disclosure statement
was extended until May 16, 2012.

The Court directed the Debtors to submit an amended proposed order
forthwith.

                   About Isaacson Structural Steel

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

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

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

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


ISAACSON STRUCTURAL: General Capital OK'd as Investment Banker
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Hampshire
authorized Isaacson Steel, Inc. and Isaacson Structural Steel,
Inc., to employ General Capital Partners, LLC as investment
banker.

                   About Isaacson Structural Steel

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

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

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

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


ISHA HOMES: Court Declines to Rule on Plan, Extends Voting
----------------------------------------------------------
Bankruptcy Judge J. Rich Leonard declined to rule on the proposed
Chapter 11 plan and disclosure statement of Isha Homes LLC.  On
Oct. 31, 2011, the Debtor filed its proposed chapter 11 plan and
disclosure statement.  The plan provides treatment for three
classes of creditors.  Class 1 and class 2 are made up of secured
creditor claims.  All creditors in classes 1 and 2 have agreed to
their treatment under the plan.  No creditors in class 3, the
general unsecured claims, cast a ballot.  Pursuant to the proposed
plan, general unsecured creditors will receive five cents on the
dollar, and the Debtor's principal will retain his equity interest
in the Debtor.

Because the Debtor failed to obtain ballots from class 3, that
class is deemed to have rejected the plan.  Judge Leonard said the
court has no authority to confirm the plan at this juncture.
However, given that the secured classes accepted their treatment
under the plan, the Court finds it appropriate to extend the time
in which the unsecured class may accept or reject the proposed
plan by 14 days, through Feb. 23.  During this time, counsel for
the Debtor may inform the creditors in the unsecured class of this
extension.  If no unsecured creditors submit ballots in favor of
the proposed plan, the Debtor's counsel may file an amendment to
the plan in which the Debtor's principal will purchase the equity
interest in the Debtor for a stated amount; further the amendment
shall provide 10 days notice to all parties that an auction of the
equity interest will be conducted in the courtroom if anyone
provides notice to the clerk of a willingness to bid a higher
amount.

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

Cary, North Carolina-based Isha Homes LLC filed a voluntary
Chapter 11 petition (Bankr. E.D.N.C. Case No. 11-05834) on Aug. 1,
2011.  Travis Sasser, Esq., at Sasser Law Firm, in Cary, North
Carolina, serves as counsel.  The Debtor estimated assets and
debts of $1 million to $10 million.


ISTAR FINANCIAL: Fir Tree Discloses 5.7% Equity Stake
-----------------------------------------------------
Fir Tree, 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
4,653,602 shares of common stock of iStar Financial Inc.
representing 5.7% of the shares outstanding.  As previously
reported by the TCR on Dec. 30, 2010, Fir Tree disclosed
beneficial ownership of 4,744,388 shares.  A full-text copy of the
amended filing is available for free at http://is.gd/ksGz5n

                       About iStar Financial

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

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

                           *     *     *

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

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

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

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


JAMES RIVER: Michael Cook Owns 13.1% of Class A Shares
------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Michael W. Cook Asset Management, Inc., d/b/a
SouthernSun Asset Management disclosed that, as of Dec. 31, 2011,
it beneficially owns 4,674,874 shares of Class A common stock of
James River Coal Co representing 13.13% of the shares outstanding.
A full-text copy of the filing is available at http://is.gd/cdtHNY

                         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."


JEFFERSON COUNTY: S&P Affirms 'C' SPURs on Sewer System Warrants
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'C' underlying
ratings (SPURs)on Jefferson County, Ala.'s series 1997A, 2001A,
2003-B-8, 2003 B-1-A through series 2003 B-1-E, and series 2003 C-
1 through 2003 C-10 sewer system revenue warrants. At the same
time, Standard & Poor's removed the ratings from CreditWatch with
negative implications, where they had been placed Nov. 11, 2011.
The outlook is negative.

"The 'C' rating continues to reflect our view of the fiscal stress
of the sewer system," said Standard & Poor's credit analyst James
Breeding. "The CreditWatch placement had reflected the likelihood
that we could lower the ratings in the short term because of non-
payment on these rated obligations, but, according to the trustee
for the rated sewer warrants, the scheduled fixed-rate payments
due Feb. 1, 2012 were made. The negative outlook reflects the
continued uncertainty and negative rating potential due to the
recent bankruptcy filing."

As of Sept. 30, 2010 (the latest audit available), the county had
sewer revenue warrants outstanding totaling $3.16 billion.

"According to the trustee for the sewer warrants, the scheduled
principal and interest payments due on both the fixed-rate and
auction-rate warrants have been made. Regularly scheduled
principal payments on both the fixed-rate and auction-rate
warrants are due Feb. 1 of each year, with interest payments due
semi-annually. In the event the system fails to make a principal
or interest payment on any of these warrants when due, we will
lower the SPURs on the warrants to 'D'," S&P said.

"The outlook is negative, reflecting the potential for Standard &
Poor's to lower the rating in the short-to-medium term. The 'C'
rating already reflects a high degree of fiscal stress associated
with the sewer system and the negative outlook reflects the
potential for the results of the bankruptcy proceeding to result
in some level of non-payment on the rated sewer bonds," S&P said.


JASPERS ENTERPRISES: Wingate Hotel Maryland Owner in Chapter 11
---------------------------------------------------------------
Jaspers Enterprises, Inc., filed a bare-bones Chapter 11 petition
(Bankr. E.D. Ms. Case No. 12-41073) in St. Louis, Missouri on
Feb. 13, 2012.

Jaspers Enterprises owns four Missouri hotels -- the Wingate in
Maryland Heights plus the Days Inn property, the Howard Johnson,
and the Red Roof Inn, all located in Branson.  The Wingate hotel
in Maryland Heights is under receivership with Midas Hospitality
LLC as the receiver.

According to the docket, missing documents, including the
schedules of assets and liabilities, are due Feb. 27, 2012.  The
Debtor's Chapter 11 plan and disclosure statement are due June 12.

The Bank of Missouri, a creditor, has submitted a notice of
appearance in the Chapter 11 case.

Maryland Heights, Missouri-based Jaspers estimated assets of up to
$50 million and debts of up to $10 million.  It says that debts
are primarily business debts.

The largest unsecured creditors are Days Inn Worldwide, which is
owed $361,760, and  Wingate Inns International Inc., owed $252,000
for a trade debt.

According to St. Louis Business Journal, Robert Eggmann, counsel
to the Debtor, said the company entered Chapter 11 bankruptcy in
an effort to reorganize its properties.

The filing stayed a foreclosure sale scheduled by the lender.
Mr. Eggmann, Business Journal reported, said Hawthorn Bank was
scheduled to have a foreclosure sale Feb. 14 for the Days Inn
property and Howard Johnson.

Mr. Eggmann says the Days Inn and the Howard Johnson hotels are
closed during the winter months due to a decrease in business.
They will reopen in about six weeks.


JER/JAMESON: Wants to Hire Ashby & Geddes as Bankruptcy Counsel
---------------------------------------------------------------
JER/Jameson Mezz Borrower I, LLC, et al., ask the U.S. Bankruptcy
Court for the District of Delaware for permission to employ Ashby
& Geddes, P.A. as counsel.

As reported in the Trouble Company Reporter on Jan. 30, 2012, the
Debtors notified the Court that they had withdrawn their request
to employ Pachulski Stang Ziehl & Jones LLP as counsel.

Ashby & Geddes will, among other things;

   -- perform all necessary services as the Debtors' counsel,
   including without limitation, preparing, or assisting in
   preparation of, all necessary documents on behalf of the
   Debtors;

   -- prepare in behalf of the Debtors, as debtors-in-possession,
   all necessary motions, applications, answers, orders, reports
   and papers in connection with the administration of the Chapter
   11 cases; and

   -- perform other legal services that are desirable and
   necessary for the efficient and economic administration of the
   Chapter 11 cases.

The hourly rates of Ashby & Geddes' personnel are:

         William P. Bowden, member               $640
         Ricardo Palacio, member                 $525
         Karen B. Skomorucha, associate          $385
         Leigh-Anne M. Raport, associate         $315
         Christopher Warnick, paralegal          $185

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

                        About Jameson Inn

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.  The Debtors tapped
Ashby & Geddes, P.A. to represent their restructuring efforts.
Epiq Bankruptcy Solutions, LLC, serves as its noticing, claims and
balloting agent.

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.

As of the date hereof, the U.S. Trustee has not appointed an
official Committee of unsecured creditors in any of the Debtors'
cases.


JER/JAMESON: Gets Final OK to Access Wells Fargo's Cash Collateral
------------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware, in a final order, authorized JER/Jameson
Mezz Borrower I, LLC, et al., to use the cash collateral in which
Eells Fargo Bank, N.A., solely in its capacity as special servicer
for the lender, asserts an interest.

As reported in the Troubled Company Reporter on Jan. 5, 2012, as
of the Petition Date, the total principal amount under the loan
documents was $160,567,882.

The Debtors would use the cash collateral to finance their
business operations.

As adequate protection from diminution in value of the lender's
collateral, the Debtor will grant Wells Fargo adequate protection
payments, replacement liens and a superpriority claim, subject to
carve out on certain expenses.

                        About Jameson Inn

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.  The Debtors tapped
Ashby & Geddes, P.A. to represent their restructuring efforts.
Epiq Bankruptcy Solutions, LLC, serves as its noticing, claims and
balloting agent.

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.

As of the date hereof, the U.S. Trustee has not appointed an
official Committee of unsecured creditors in any of the Debtors'
cases.


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 statements of financial affairs.

As reported in the Troubled Company Reporter on Jan. 30, 2012, the
Debtors related that their ability to file schedules and statement
has been affected by the prior delays related to litigation
surrounding the case dismissal motion.  Moreover, the proposed
counsel (Ashby & Geddes, P.A.) was retained recently and has been
working to get up to speed in the cases.

                        About Jameson Inn

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.  The Debtors tapped
Ashby & Geddes, P.A. to represent their restructuring efforts.
Epiq Bankruptcy Solutions, LLC, serves as its noticing, claims and
balloting agent.

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.


KAPPY INVESTMENTS: Court Denies Vogel Employment Due to Conflicts
-----------------------------------------------------------------
Bankruptcy Judge Dennis D. O'Brien denied approval of Vogel Law
Firm's employment and compensation in Kappy Investments, Inc.'s
Chapter 11 bankruptcy case.

Vogel filed the case on Dec. 29, 2010, by Vogel Law Firm.  The
firm did not file an employment application until Jan. 18, 2011.
The application was initially approved on Jan. 20, 2011. In the
meantime, the U.S. Trustee had timely objected on Jan. 19, 2011,
claiming that Vogel had failed to disclose a number of potential
conflicts of interest and that the firm was in fact not
disinterested and therefore not qualified to represent the debtor
under 11 U.S.C. Sec. 327(a).  The order approving was vacated on
Jan. 25, 2011.

Vogel took no action to set the application for hearing, as
required by Local Rule 2014-1(b).  Another attorney, Erik Ahlgren,
Esq., not of the Vogel firm, filed an application to be employed
on Feb. 15, 2011.  Mr. Ahlgren was approved as counsel.  A plan
was confirmed by the Court on Aug. 25, 2011, and the Court has
allowed Mr. Ahlgren's fees.

After a plan was confirmed, Vogel filed an application for
compensation on Sept. 15, 2011, for services rendered from the
filing date to the date of his initial application for employment,
Jan. 18, 2011.  The U.S. Trustee objected, asserting that a
professional could not receive compensation for services unless
the professional was employed by the estate.

The Court denies the application for employment because it was
untimely filed, it failed to disclose potential disqualifying
conflicts, and because Vogel had an actual disqualifying conflict
of interest during the period for which approval is sought.  The
application for allowance of compensation is denied because
Vogel's employment was never approved under 11 U.S.C. Sec. 327(a).

Aside from seeking to represent Kappy, Vogel represented its 85%
shareholder, Walter L. Tischer, who was also the officer in charge
of the Debtor, and, who had a substantial individual unsecured
claim in the case, as well as the controlling interest in several
corporate claimants of Kappy.  Additionally, Mr. Tischer had an
individual Chapter 11 pending that Vogel was representing.  None
of this was disclosed in either of the employment applications.

A copy of the Court's Feb. 2, 2012 Order is available
http://is.gd/B9lkfFfrom Leagle.com.

Kappy Investments, Inc., dba Woodlawn Shores and fka Kappy
Developers, LLC, filed for Chapter 11 bankruptcy (Bankr. D. Minn.
Case No. 10-61454) on Dec. 29, 2010, listing under $1 million in
assets and debts.


KV PHARMACEUTICAL: Jacob Gottlieb Ceases to Hold 5% Equity Stake
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Jacob Gottlieb and his affiliates disclosed
that, as of Dec. 31, 2011, they do not beneficially own shares of
common stock of K-V Pharmaceutical Company.  As previously
reported by the TCR on March 16, 2011, Mr. Gottlieb disclosed
beneficial ownership of 4,124,566 shares.  A full-text copy of the
amended filing is available at http://is.gd/ZhVlel

                  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.

The Company was not able to complete its Form 10-Q for the three-
and six-month periods ended Sept. 30, 2011, by the filing deadline
of Nov. 9, 2011, without unreasonable effort and expense.  The
Company expects to file this Form 10-Q with the SEC as soon as
practicable after filing the amended filings, and, in any case,
within five days of those filings.

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.

The Company's balance sheet at of March 31, 2011, showed
$564.70 million in total assets, $942.50 million in total
liabilities and a $377.80 million total shareholders' deficit.

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.


LEAR CORP: Judge Allows Antitrust Class Action to Proceed
---------------------------------------------------------
U.S. Bankruptcy Judge Allan L. Gropper on Friday agreed to allow
potential antitrust class actions against Lear Corp. to proceed,
but only allowed the plaintiffs to file claims based on alleged
conduct that occurred after Lear exited bankruptcy.

However, Judge Gropper ruled that the claims must be brought
before the court overseeing the antitrust multidistrict litigation
that incorporates the automotive electronic systems maker's
alleged price-fixing conduct, Bankruptcy Law360 says.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lear Corp. largely failed in its effort to use the
company's 2009 bankruptcy to stop antitrust lawsuits alleging a
price-fixing conspiracy among manufacturers of wire harnesses.

U.S. Bankruptcy Judge Allan L. Gropper ruled on Feb. 10 that Lear
can be sued for actions taken after emerging from Chapter 11 on
Nov. 9, 2009, and might be liable for conduct before its emergence
from bankruptcy.

The Bloomberg report relates that 44 antitrust suits were filed
and have been consolidated into the U.S. District Court in the
Eastern District of Michigan.  The first suit was filed against
Lear in October alleging an antitrust conspiracy going back to
2000.  Lear argues that the alleged actions occurred before the
exit from bankruptcy, thus the suits were barred by the discharge
afforded by the Chapter 11 plan.  The plaintiffs argue that their
suits weren't barred because Lear's violation of antitrust laws
continued after it emerged from bankruptcy.

Judge Gropper ruled in his Feb. 10 opinion available at
http://is.gd/6pdmgefrom Leagle.com, that the plaintiffs may
continue suing Lear based on allegations of misconduct after
leaving Chapter 11.

"[T]he Antitrust Plaintiffs are entitled to seek recovery from
Lear on their alleged post-Effective Date claims, and the question
of Lear's liability under antitrust law for post-Effective Date
conduct should be determined in the antitrust litigation, not in
[the Bankruptcy] Court.  Moreover, the Antitrust Plaintiffs are
not precluded from moving for permission to file late proofs of
claim herein and to have those claims accorded class status, but
the Court expresses no opinion on the disposition of any such
motions," Judge Gropper said.

Andrew S. Marovitz, Esq. -- amarovitz@mayerbrown.com -- at MAYER
BROWN LLP, in Chicago, Illinois, serves as Special Antitrust
Counsel to Reorganized Lear.

Eugene A. Spector, Esq., Jeffrey J. Corrigan, Esq., and Jeffrey L.
Spector, Esq. -- espector@srkw-law.com and jcorrigan@srkw-law.com
-- at SPECTOR, ROSEMAN, KODROFF & WILLIS, P.C., Philadelphia,
Pennsylvania, represent Technical Aids to Independence, Inc. and
the Proposed Direct Purchaser Class.

Gregory P. Hansel, Esq. -- ghansel@preti.com -- at PRETI FLAHERTY
BELIVEAU & PACHIOS LLP, in Portland, Maine, serves as counsel to
Direct Purchasers Martinez Manufacturing, Inc. and ACAP LLC.

Bernard Persky, Esq., Hollis L. Salzman, Esq., Kellie Lerner,
Esq., Seth Gassman, Esq., and Amy Garzon, Esq. --
bpersky@labaton.com and hsalzman@labaton.com -- at LABATON
SUCHAROW LLP, in New York, represent Susan LaCava and the Proposed
Indirect Purchaser Class.

                         About Lear Corp.

Headquarters in Southfield, Michigan, Lear Corporation --
http://www.lear.com/-- is one of the world's leading suppliers
of automotive seating systems and electrical distribution and
power management systems. The Company's world-class products are
designed, engineered and manufactured by a diverse team of
approximately 75,000 employees at 205 facilities in 36 countries.
Lear's common shares are traded on the New York Stock Exchange
under the symbol [LEA].

Lear Corp. and its affiliates filed for Chapter 11 on July 7, 2009
(Bankr. S.D.N.Y. Case No. 09-14326).  Attorneys at Kirkland &
Ellis LLP, served as the Debtors' bankruptcy counsel.  In November
2009, Lear emerged from bankruptcy protection.


LIBBEY INC: R. Rowe Price Holds 5.4% Equity Stake
-------------------------------------------------
T. Rowe Price Associates, Inc., disclosed in a Schedule 13G filing
with the U.S. Securities and Exchange Commission that, as of
Dec. 31, 2011, it beneficially owns 1,073,300 shares of common
stock of Libbey Inc. representing 5.4% of the shares outstanding.
A full-text copy of the filing is available for free at:

                        http://is.gd/5F6GTx

                          About Libbey Inc.

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

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

                           *     *     *

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

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

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


LIBERATOR INC: Retires Roughly 25 Million Common Shares
-------------------------------------------------------
Liberator, Inc., has retired approximately 25 million shares of
common stock, equating to a 27% reduction in the number of shares
outstanding.

The retirement of these shares occurred in connection with the
Company's November 2011 sale of its former subsidiary, Web
Merchants Inc.  The company shares, which were owned by the former
president and majority shareholder of WMI, Fred Petrenko, were
released from escrow and retired following satisfaction of certain
conditions described in the agreements for the sale of WMI.

Immediately following retirement of the 25,394,400 shares, there
were 67,002,647 shares of common stock issued and outstanding.
Management believes the retirement of these shares demonstrates a
commitment to common shareholders as the company strives to
enhance shareholder value.

"We view this as a very positive step forward in improving the
overall capital structure of our company," said Louis Friedman,
President and CEO of Liberator, Inc.  "By reducing our issued and
outstanding common shares, we will add value to both our new and
existing shareholders, while Liberator continues to improve
revenues and implement our strategic growth initiatives in 2012
and beyond."

                        About Liberator Inc.

Headquartered in Atlanta, Georgia, Liberator, Inc. is a provider
of goods and information to consumers who believe that sensual
pleasure and fulfillment are essential to a well-lived and healthy
life.  The information that the Company provides consists
primarily of product demonstration videos that the Company shows
on its websites and instructional DVD's that the Company sells.

The Company reported a net loss of $801,252 on $17.32 million of
net sales for the year ended June 30, 2011, compared with a net
loss of $1.03 million on $11.07 million of net sales during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$6.64 million in total assets, $5.44 million in total liabilities,
and $1.19 million in total stockholders' equity.

Gruber & Company, LLC, in Lake Saint Louis, Missouri, noted that
conditions exist which raise substantial doubt about the Company's
ability to continue as a going concern unless it is able to
generate sufficient cash flows to meet its financing requirements
and attain profitable operations.


LOCATEPLUS HOLDINGS: Completes Sale of Assets to LPHC
-----------------------------------------------------
As reported in the TCR on Nov. 8, 2011, LocatePLUS Holdings
Corporation and certain of its subsidiaries conducted an 11 U.S.C.
Section 363 auction for the sale of certain of the Debtors' assets
on Sept. 21, 2011, and continued on Sept. 22, 2011.

As a result of the Auction, the Company entered into the LPHC
Acquisition Asset Purchase Agreement, dated as of Sept. 30, 2011,
by and between the Company, Employment Screening Profiles, Inc.,
and Worldwide Information, Inc., and LPHC Acquisition Partners
LLC.

Pursuant to the LPHC Asset Purchase Agreement, the Company and
LPHC agreed to consummate the transactions contemplated therein if
the Company did not enter into a proposed Plan of Reorganization
to be co-sponsored by LPHC and the Debtors by Jan. 31, 2012.

On Jan. 31, 2012, the Company completed the disposition of certain
of its assets pursuant to the LPHC Asset Purchase Agreement.  LPHC
purchased the assets for a purchase price comprised of cash in the
approximate amount of $400,000, the assumption of certain
liabilities and the satisfaction of certain claims in connection
with the Chapter 11 Case.

                   About LocatePLUS Holdings

Beverly, Mass.-based LocatePLUS Holdings Corporation, through
itself and its wholly-owned subsidiaries LocatePLUS Corporation,
Worldwide Information, Inc., Entersect Corporation, Dataphant,
Inc., and Employment Screening Profiles, Inc. are business-to-
business, business-to-government and business-to-consumer
providers of public information via its proprietary data
integration solutions.

On June 16, 2011, LocatePLUS Holdings Corporation and its
subsidiaries filed petitions under the Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Case No. 11-15791).  Harold B.
Murphy, Esq., at Murphy & King, P.C., in Boston, represents the
Debtor as counsel.  LocatePLUS Holdings estimated assets of $0 to
$50,000 and debts of $1,000,001 to $10 million.

The Company's balance sheet at March 31, 2011, showed
$2.08 million in total assets, $12.25 million in total liabilities
and a $10.17 million total stockholders' deficit.


LOCATEPLUS HOLDINGS: Receives "Wells Notice" from Staff of SEC
--------------------------------------------------------------
On Jan. 6, 2012, the Company received a "Wells Notice" from the
Staff of the U.S. Securities and Exchange Commission stating that
the Staff intends to recommend that the Commission institute
public administrative proceedings against the Company, alleging
that it violated Section 13(a) of the Exchange Act and Rules 13a-
1, 13a-11 and 13a-13 thereunder.  In connection with the
contemplated action the Staff may seek the suspension or
revocation of the registration of each class of the Company
securities that are registered pursuant to Section 12 of the
Exchange Act.

A Wells Notice by the Staff is neither a formal allegation of
wrongdoing nor a determination of wrongdoing.  A Wells Notice
provides the recipient with an opportunity to address the Staff's
concerns prior to commencement of an enforcement proceeding by the
Commission.  The Company has been in discussions with the
Commission in this matter and intends to continue to seek a
resolution to the Wells Notice and any administrative proceedings
that may be instituted.

                   About LocatePLUS Holdings

Beverly, Mass.-based LocatePLUS Holdings Corporation, through
itself and its wholly-owned subsidiaries LocatePLUS Corporation,
Worldwide Information, Inc., Entersect Corporation, Dataphant,
Inc., and Employment Screening Profiles, Inc. are business-to-
business, business-to-government and business-to-consumer
providers of public information via its proprietary data
integration solutions.

On June 16, 2011, LocatePLUS Holdings Corporation and its
subsidiaries filed petitions under the Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Case No. 11-15791).  Harold B.
Murphy, Esq., at Murphy & King, P.C., in Boston, represents the
Debtor as counsel.  LocatePLUS Holdings estimated assets of $0 to
$50,000 and debts of $1,000,001 to $10 million.

The Company's balance sheet at March 31, 2011, showed
$2.08 million in total assets, $12.25 million in total liabilities
and a $10.17 million total stockholders' deficit.


LPATH INC: Amends 12.5 Million Units Offering Prospectus
--------------------------------------------------------
Lpath, Inc., filed with the U.S. Securities and Exchange
Commission Amendment No. 2 to the Form S-1 relating to the
offering offering up to 12,500,000 Units, with each Unit
consisting of one share of the Company's common stock and 0.5 of a
warrant to purchase one share of the Company's Class A common
stock.

The shares of Class A common stock and the warrants are
immediately separable and will be issued separately, but will be
purchased together in this offering.  The Company is also
registering the shares of Class A common stock issuable upon
exercise of the warrants.

The Company's Class A common stock is traded on the OTC Bulletin
Board under the symbol "LPTN."  On Feb. 8, 2012, the closing sale
price of the Company's Class A common stock on the OTC Bulletin
Board was $1.01 per share.  The Company does not intend to list
the warrants on any exchange or other trading system.

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

                        http://is.gd/0MBynN

                         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.


MADERAS LAND: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Maderas Land Development, Inc.
        aka BBW Enterprises-Arizona, LLC
        3774 S. Danyell Dr.
        Chandler, AZ 85249

Bankruptcy Case No.: 12-02373

Chapter 11 Petition Date: February 9, 2012

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

Judge: Eileen W. Hollowell

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

The petition was signed by Douglas Brundage, officer.


MADISON 92ND: Hearing on Plan Disclosures Today
-----------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has adjourned until Feb. 15, 2012, at 10:00 a.m., the hearing to
consider the adequacy of the Disclosure Statement explaining
Madison 92nd Street Associates, LLC's Chapter 11 Plan.

As reported in the Troubled Company Reporter on Dec. 28, 2011,
according to the Disclosure Statement, the cornerstone of the Plan
is the sale of the hotel and pursuit of causes of action.  It is
expected, but not guaranteed, that the net sale proceeds will be
sufficient to pay all creditors in full.  However, Courtyard
Marriott Corporation, the manager of the hotel, may attempt to
assert a large rejection claim.  While the Proponent believes that
no such claim would be allowed, it believes that any such claim
will be below $500,000, and possibly zero.  Moreover, the
Proponent believes that Courtyard Marriott and affiliates will owe
the Debtor for damages resulting from its malfeasance in the
Courtyard Action, and in the Rejection Motion.  However, in the
event that the Court approves a larger rejection claim than the
Debtor expects, the Plan will not be held up and can still
confirm, as the Plan essentially represents a "pot plan", whereby
the net proceeds of the sale of the hotel will be distributed to
creditors in order of priority in accordance with the terms of the
Plan.

The Plan is intended to enable the Debtor to conduct the sale
without the likelihood of a subsequent liquidation or the need for
further financial reorganization.  The Proponent believes that the
Debtor will be able to perform its obligations under the Plan and
meet its expenses after the Effective Date without further
financial reorganization.  Also, the Proponent believes that the
Plan permits fair and equitable recoveries, while expediting the
closing of the Chapter 11 Case.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/MADISON_92ND_ds.pdf

At the Feb. 15 hearing, the Court will also consider the motion to
approve sale procedures.  The TCR reported Jan. 13, 2012, the
Debtor asked the Court to approve sale procedures, break-up fee
and notice requirements and authority to sell of substantially all
of estate's real estate assets free and clear of liens, claims and
interests and assumption and assignment of executory contracts and
payment of senior secured claims.

                        About Madison 92nd

Madison 92nd Street Associates, LLC, owns real property improved
by a hotel located at 410 East 92nd Street, New York, known as the
Upper East Side Courtyard by Marriott.  It filed for Chapter 11
bankruptcy protection as lender General Electric Capital Corp.,
owed $74 million, has scheduled a foreclosure sale for Aug. 24,
2011.  The petition (Bankr. S.D.N.Y. Case No. 11-13917) was filed
Aug. 16, 2011, before Judge Stuart M. Bernstein.  J. Ted Donovan,
Esq., at Goldberg Weprin Finkel Goldstein LLP, serves as the
Debtor's counsel.  It scheduled $84,471,069 in assets and
$75,398,580 in debts. The petition was signed by Louis Taic,
managing member of 92nd Hotel Associates, LLC and Jeffrey Kosow,
managing member of JKNY, LLC, members of the Debtor.

Courtyard Management Corporation, which manages and operates the
hotel pursuant to a management agreement, is represented by Thomas
R. Califano, Esq., and William M. Goldman, Esq., at DLA Piper LLP
(US).

The Bankruptcy Judge appointed an examiner to explore the best
route to reorganization for the Debtor amid a rift between two
investor groups.  Thomas R. Slome, the examiner, tapped his firm,
Meyer, Suozzi, English & Klein, P.C., as his counsel.


MADISON 92ND: Creditors Have Until March 5 to File Proofs of Claim
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has established March 5, 2012, as the deadline for any individual
or entity to file proofs of claim against Madison 92nd Street
Associates, LLC.

                        About Madison 92nd

Madison 92nd Street Associates, LLC, owns real property improved
by a hotel located at 410 East 92nd Street, New York, known as the
Upper East Side Courtyard by Marriott.  It filed for Chapter 11
bankruptcy protection as lender General Electric Capital Corp.,
owed $74 million, has scheduled a foreclosure sale for Aug. 24,
2011.  The petition (Bankr. S.D.N.Y. Case No. 11-13917) was filed
Aug. 16, 2011, before Judge Stuart M. Bernstein.  J. Ted Donovan,
Esq., at Goldberg Weprin Finkel Goldstein LLP, serves as the
Debtor's counsel.  It scheduled $84,471,069 in assets and
$75,398,580 in debts. The petition was signed by Louis Taic,
managing member of 92nd Hotel Associates, LLC and Jeffrey Kosow,
managing member of JKNY, LLC, members of the Debtor.

Courtyard Management Corporation, which manages and operates the
hotel pursuant to a management agreement, is represented by Thomas
R. Califano, Esq., and William M. Goldman, Esq., at DLA Piper LLP
(US).

The Bankruptcy Judge appointed an examiner to explore the best
route to reorganization for the Debtor amid a rift between two
investor groups.  Thomas R. Slome, the examiner, tapped his firm,
Meyer, Suozzi, English & Klein, P.C., as his counsel.


MEADWESTVACO CORP: Moody's Issues Summary Credit Opinion
--------------------------------------------------------
This release represents Moody's Investors Service's summary credit
opinion on MeadWestvaco Corporation (MWV) and includes certain
regulatory disclosures regarding its ratings. This release does
not constitute any change in Moody's ratings or rating rationale
for MWV.

Moody's current ratings on MeadWestavco and affiliates are:

MeadWestavco Corporation

LT Corporate Family Ratings (domestic currency) Rating of Ba1

Probability of Default Rating of Ba1

Speculative Grade Liquidity Rating of SGL-1

Senior Unsecured (domestic currency) Rating of Ba1

LGD Senior Unsecured (domestic currency) Assessment of 58 - LGD4

Senior Unsec. Shelf (domestic currency) Rating of (P)Ba1

LGD Senior Unsec. Shelf (domestic currency) Assessment of 58 -
LGD4

BACKED LT IRB/PC (domestic currency) Rating of A3/Ba1

Mead Corporation (The)

Senior Unsecured (domestic currency) Rating of Ba1

LGD Senior Unsecured (domestic currency) Assessment of 58 - LGD4

Senior Unsecured MTN (domestic currency) Rating of (P)Ba1

LGD Senior Unsecured MTN (domestic currency) Assessment of 58 -
LGD4

BACKED Senior Unsecured (domestic currency) Rating of Ba1

BACKED LT IRB/PC (domestic currency) Rating of Ba1

LGD BACKED Senior Unsecured (domestic currency) Assessment of 58 -
LGD4

Westvaco Corporation

BACKED Senior Unsecured (domestic currency) Rating of Ba1

BACKED LT IRB/PC (domestic currency) Rating of Ba1

LGD BACKED Senior Unsecured (domestic currency) Assessment of 58 -
LGD4

RATINGS RATIONALE

MWV's Ba1 corporate family rating reflects the company's
significant position in the consumer packaging markets and the
company's improving operating margins. The rating derives support
from the company's product line and geographic diversification.
The rating also considers the company's strong committed liquidity
arrangements and the company's timberland position which provides
some backward integration to fiber while also providing an
additional source of liquidity should the need arise. Offsetting
these strengths is the impact of a highly competitive market which
makes market share and margin expansion challenging. In addition,
free cash flow generation over the rating horizon is expected to
be negative given the company's significant capital expenditure
plans and large ongoing dividend.

MWV's positive outlook primarily recognizes the company's improved
credit protection metrics and reflects expectations of continuing
strong operating performance. A rating upgrade would depend on
strong execution on the company's two major capital projects,
coupled with sustained operating performance at recent levels,
while maintaining good liquidity. Quantitatively, this could
result if normalized EBITDA margins, RCF/TD and (RCF-Capex)/TD
measures approximate 16%, 20% and 12%, respectively, on a
sustainable basis. In addition, Moody's would need to believe the
company will generate positive free cash flow in 2013, after the
major capital projects are completed, as is currently Moody's
expectation. A negative rating action is unlikely in 2012. Longer
term, negative pressure may result if demand or prices fall
materially causing Moody's expectations of EBITDA margin to
approach 10% and (RCF-CapEx)/TD to drop below 5% for an extended
period of time.

The principal methodology used in rating MWV was the Global Paper
and Forest Products Industry Methodology, published September
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.


MEDIA GENERAL: Inks Short-Term Amendments to Credit Agreement
-------------------------------------------------------------
Media General, Inc., has completed the first step in the
refinancing process with its lender group, reaching agreement for
a short-term bridge amendment to its existing credit agreement.
The amendment provides Media General with near-term flexibility as
it pursues discussions with the lender group concerning covenant
amendments and an extension of the maturity of $363 million of
bank debt due next year, March 29, 2013.  The bridge amendment
resets the leverage ratio during the first quarter of 2012 and
waives a Feb. 9, 2012, deadline to demonstrate covenant compliance
on a prospective basis.

"We're pleased that our lender group waived the technical issues
under our existing credit agreement.  Their doing so provides the
time and flexibility needed to continue our constructive dialogue
on an amend-and-extend proposal," said James F. Woodward, vice
president-finance and chief financial officer of Media General.
"We are seeking covenant amendments that would provide more
flexibility to operate in a continued uncertain advertising
environment, particularly in our print business, and an extension
that would provide Media General with time and flexibility to
reduce total debt and to refinance," said Mr. Woodward.  "We are
pleased that 2012 has started strongly in our Broadcast business,
where we have generated significant Political and Super Bowl
revenues," he said.

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

                        http://is.gd/zGAlSB

                        About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.  The Company operates in
three business segments: Publishing, Broadcast and Interactive
Media. The Company owns 25 daily newspapers and more than 150
other publications, as well as 23 television stations.  The
Company also operates more than 75 online enterprises.  In March
2008, the Company completed the purchase of DealTaker.com, an
online social shopping portal.

The Company reported a net loss of $71.01 million on $448.47
million of total revenues for the nine months ended Sept. 25,
2011, compared with a net loss of $31.68 million on $488.23
million of total revenues for the nine months ended Sept. 26,
2010.

The Company reported a net loss of $74.32 million on $616.20
million of total revenues for the 52 weeks ending Dec. 25, 2011,
compared with a net loss of $22.63 million on $678.11 million of
total revenues for the 52 weeks ended Dec. 26, 2010.

The Company's balance sheet at Dec. 25, 2011, showed $1.08 billion
in total assets, $1.05 billion in total liabilities and $33.95
million in stockholders' equity.

                          *     *      *

As reported by the Troubled Company Reporter on October 5, 2011,
Moody's Investors Service downgraded Media General, Inc.'s (Media
General) Corporate Family Rating (CFR) and senior secured bond
rating to B3 from B2, and lowered the company's speculative-grade
liquidity rating to SGL-4 from SGL-3.  The rating actions reflect
the liquidity pressure from the approaching March 2013 credit
facility maturity and heightened risk of a covenant violation, as
well as the operating pressure from a weaker advertising market.
The rating outlook is negative.

The TCR also reported on Oct. 28, 2011, that Standard & Poor's
Ratings Services lowered its corporate credit on Richmond, Va.-
headquartered Media General Inc. to 'CCC+' from 'B-'.  "The
downgrade reflects our expectation that Media General could face
difficulties in maintaining covenant compliance in 2012," S&P
said.


MERIDIEN HOME: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Meridien Home, LLC.
        540 74th Street
        Miami Beach, FL 33141

Bankruptcy Case No.: 12-13175

Chapter 11 Petition Date: February 9, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Nicholas B. Bangos, Esq.
                  NICHOLAS B. BANGOS, P.A.
                  100 SE 2 St #2600
                  Miami, FL 33131
                  Tel: (305) 375-9220
                  Fax: (305) 375-8050
                  E-mail: nbangos@diazreus.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 Line Martin, manager.


MOMENTIVE PERFORMANCE: To Report $600 Million Sales in Q4
---------------------------------------------------------
Momentive Performance Materials Inc. announced preliminary results
for the fourth quarter and fiscal year ended Dec. 31, 2011.

Momentive Performance expects to record sales of approximately
$600 million, an operating loss of $(32) million to $(22) million
and Combined Adjusted EBITDA, excluding the impact of pro forma
cost savings, of $32 million to $42 million in the fourth quarter
of 2011.  The Company recorded sales of $670 million, operating
income of $59 million and Combined Adjusted EBITDA, excluding the
impact of pro forma cost savings, of $110 million in the fourth
quarter of 2010.

The Company expects to record sales of approximately $2.6 billion,
operating income of $138 million to $148 million and Combined
Adjusted EBITDA, excluding the impact of pro forma cost savings,
of $373 million to $383 million in fiscal year 2011.  The Company
recorded sales of $2.6 billion, operating income of $262 million
and Combined Adjusted EBITDA, excluding the impact of pro forma
cost savings, of $493 million in fiscal year 2010.

Momentive Performance estimates that its total debt was
approximately $2.9 billion at Dec. 31, 2011, down slightly from
$3.0 billion at Dec. 31, 2010, and that it had approximately $200
million of cash and cash equivalents at year-end 2011 compared to
$254 million of cash and cash equivalents at the end of 2010.  The
Company also estimates that it had liquidity of approximately $460
million as of Dec. 31, 2011, which is comprised of cash plus
available borrowings under its revolving credit facility.
Momentive Performance expects to be in compliance with all of the
terms of its outstanding indebtedness, including financial
covenants, at Dec. 31, 2011.

"Our fourth quarter 2011 results reflected economic weakness in
Europe and China, pricing pressures in certain end use markets,
and inventory destocking as customers remained cautious in their
order patterns considering the macro-economic volatility," said
Craig O. Morrison, Chairman, President and CEO.  "We also
experienced slower demand for our quartz products in the fourth
quarter of 2011 due primarily to softer semiconductor markets."

"Due to the ongoing economic volatility and our softer results, we
are working to aggressively manage costs and capture synergy
savings from the shared services agreement with Momentive
Specialty Chemicals Inc.  We continue to benefit from our long-
dated capital structure with no near-term maturities and a strong
liquidity position.  We have experienced some improvement in our
average daily order rate for our silicone products in January 2012
compared to trends in the fourth quarter of 2011, although our
visibility is limited regarding our first quarter 2012 results
given the continued macro uncertainties.  We believe the
combination of our proprietary technologies, innovation
capabilities, strategic investment in key assets, and our
presence in high-growth end markets position us for long-term
success."

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

                        http://is.gd/UVFeyA

                     About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

The Company reported a net loss of $62.96 million on $2.58 billion
of net sales for the year ended Dec. 31, 2010, compared with a net
loss of $41.67 million on $2.08 billion of net sales during the
prior year.

The Company also reported a net loss of $45 million on $2.04
billion of net sales for the fiscal nine-months period ended
Sept. 30, 2011, compared with net income of $26 million on $1.91
billion of net sales for the fiscal nine-month ended Sept. 26,
2010.

The Company's balance sheet at Sept. 30, 2011, showed $3.37
billion in total assets, $3.99 billion in total liabilities and a
$625 million total deficit.

                           *     *     *

Momentive carries a 'B3' corporate family and probability of
default ratings from Moody's Investors Service.  It has 'B-'
issuer credit ratings from Standard & Poor's Ratings Services.

As reported by the Troubled Company Reporter on Oct. 27, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Momentive Performance Materials Inc. to 'B-' from
'CCC+'.  In addition, S&P raised its second lien, senior
unsecured, and subordinated debt ratings by one notch to 'CCC'
(two notches below the corporate credit rating) from 'CCC-'.  The
recovery ratings on these classes of debt remain unchanged at '6',
indicating S&P's expectation of negligible (0%-10%) recovery in
the event of a payment default.

At the same time, based on the corporate credit rating upgrade and
its updated recovery analysis, S&P raised its senior secured debt
rating by two notches to 'B' (one notch above the corporate credit
rating) from 'CCC+' and revised the recovery rating to '2' from
'3'.  These ratings indicate S&P's expectation for substantial
(70%-90%) recovery in the event of a payment default.


MOMENTIVE SPECIALTY: Expects to Report $1.2 Billion Sales in Q4
---------------------------------------------------------------
Momentive Specialty Chemicals Inc. announced preliminary results
for the fourth quarter and fiscal year ended Dec. 31, 2011.

The Company expects to record sales of approximately $1.2 billion,
operating income of $14 million to $24 million and Segment EBITDA
of $101 million to $111 million in the fourth quarter of 2011.
The Company recorded revenues of $1.2 billion, operating income of
$161 million and Segment EBITDA of $143 million in the fourth
quarter of 2010.

For fiscal year 2011, the Company expects to record sales of
approximately $5.2 billion, operating income of $363 million to
$373 million and Segment EBITDA of $630 million to $640 million as
compared to revenues of $4.6 billion, operating income of $546
million and Segment EBITDA of $607 million in fiscal year 2010.
Momentive Specialty Chemicals estimates that its total non-
affiliated debt was approximately $3.5 billion at the end of 2011,
down from $3.6 billion at Dec. 31, 2010, and that it had
approximately $430 million of cash and cash equivalents at year-
end 2011.  Momentive Specialty Chemicals also estimates that it
had liquidity of approximately $710 million as of Dec. 31, 2011,
which is comprised primarily of cash plus available borrowings
under its credit facilities.  The Company expects to be in
compliance with all of the terms of its outstanding indebtedness,
including the financial covenants, at the end of fiscal year 2011.

"Global macroeconomic volatility and inventory destocking
negatively impacted our fourth quarter 2011 results," said Craig
O. Morrison, Chairman, President and CEO.  "While we posted strong
results in our phenolic specialty resins, North American forest
products, formaldehyde and oilfield proppants businesses, weaker
demand in Europe and Asia drove softer results across the balance
of our portfolio."

"Going forward, we continue to focus on the growth of our
portfolio while managing costs and cash optimization.  Despite a
challenging second half 2011, segment EBITDA for the year is
expected to be between $630 million and $640 million, exceeding
our previous high of $607 million in 2010.  We continue to benefit
from our long-dated capital structure with no near-term maturities
and a strong liquidity position resulting from our focus on cost
controls and working capital management.  We have experienced
sequential sales and volume increases in January 2012 compared to
trends in the fourth quarter of 2011, although our visibility is
limited regarding our first quarter 2012 results given the
continued macro uncertainties.  We believe our business is well-
positioned over the long-term and will benefit from our leading
technologies and innovation capabilities, strong positions in
high-growth end markets and regions and partnerships with a
growth-oriented, blue-chip customer base."

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

                        http://is.gd/OXC75X

                     About Momentive Specialty

Momentive Specialty Chemicals, Inc., headquartered in Columbus,
Ohio, is a leading producer of thermoset resins (epoxy,
formaldehyde and acrylic).  The company is also a supplier of
specialty resins for inks and specialty coatings sold to a diverse
customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.

The Company also reported net income of $165 million on $4.05
billion of net sales for the nine months ended Sept. 30, 2011,
compared with net income of $161 million on $3.42 billion of net
sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $3.12
billion in total assets, $5 billion in total liabilities and a
$1.87 billion total deficit.

                           *     *     *

Momentive Specialty carries a 'B-' issuer credit rating from
Standard & Poor's Ratings Services.  It has 'B3' corporate family
and probability of default ratings from Moody's Investors Service.
corporate credit rating from Standard & Poor's.

As reported in the Oct. 27, 2010 edition of TCR, Moody's Investors
Service assigned a 'Caa1' rating to the guaranteed senior secured
second lien notes due 2020 of Momentive Specialty (formerly known
as Hexion Specialty Chemicals Inc.).  Proceeds from the notes were
allocated for the repayment of $533 million of guaranteed senior
secured second lien notes due 2014.  "With this refinancing Hexion
will have refinanced or extended the maturities on the vast
majority of the debt that was originally slated to mature prior to
2015.  There is less than $600 million of this debt remaining,
which should be much easier to for the company to refinance as its
credit metrics improve further," stated John Rogers, Senior Vice
President at Moody's.


NASSAU BROADCASTING: Seeks Court Approval to Auction Assets
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that bowing to pressure from its
lenders, radio station owner Nassau Broadcasting Corp. is seeking
to auction off its assets in May without designating a lead bidder
to set a floor price for its assets.

                     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.


NEOMEDIA TECHNOLOGIES: Issues $450,000 Debenture to YA Global
-------------------------------------------------------------
NeoMedia Technologies, Inc., on Feb. 6, 2012, entered into an
Agreement to issue and sell a secured convertible debenture to YA
Global Investments, L.P., in the principal amount of $450,000.
The closing of the transaction was held on Feb. 6, 2012.  In
addition to the Debenture, the Company also issued a warrant to
the Buyer to purchase 1,000,000 shares of the Company's common
stock, par value $0.001 per share, for an exercise price of $0.15
per share.

The Debenture will mature on July 29, 2012, and will accrue
interest at a rate equal to 14% per annum and that interest will
be paid on the Maturity Date in cash or, provided that certain
Equity Conditions are satisfied, in shares of Common Stock at the
applicable Conversion Price.  At any time, the Buyer will be
entitled to convert any portion of the outstanding and unpaid
principal and accrued interest thereon into fully paid and non-
assessable shares of Common Stock at a price equal to the lesser
of $0.10 and 95% of the lowest volume weighted average price of
the Common Stock during the 60 trading days immediately preceding
each conversion date.

The Debenture is secured by certain pledges made with respect to
the assets of the Company and its subsidiaries as set forth in the
Sixteenth Ratification Agreement dated Feb. 9, 2012, and that
certain Security Agreement and Patent Security Agreement both
dated July 29, 2008, by and among the Company, each of the
Company's subsidiaries made a party thereto, and the Buyer.

In connection with the Agreement, the Company also entered into
those certain Irrevocable Transfer Agent Instructions with the
Buyer, an escrow agent and WorldWide Stock Transfer, LLC, the
Company's transfer agent.

The Company will not affect any conversion, and the Buyer will not
have the right to convert any portion of the Debenture to the
extent that after giving effect to such conversion, the Buyer
would beneficially own in excess of 9.99% of the number of shares
of Common Stock outstanding immediately after giving effect to
such conversion, except for not less than 65 days prior written
notice from the Buyer.

The Company will have the right to redeem a portion or all amounts
outstanding in the Debenture via Optional Redemption by paying the
amount equal to the principal amount being redeemed plus a
redemption premium equal to 10% of the principal amount being
redeemed, and accrued interest.

                     About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies, Inc., provides mobile
barcode scanning solutions.  The Company's technology allows
mobile devices with cameras to read 1D and 2D barcodes and provide
"one click" access to mobile content.

The Company has historically incurred net losses from operations
and expects it will continue to have negative cash flows as it
implements its business plan.  The Company said there can be no
assurance that its continuing efforts to execute its business plan
will be successful and that it will be able to continue as a going
concern.

The Company's balance sheet at Sept. 30, 2011, showed $8.02
million in total assets, $65.98 million in total liabilities, all
current, $5.43 million in Series C convertible preferred stock,
$2.36 million in Series D convertible preferred stock, and a
$65.75 million total shareholders' deficit.

Kingery & Crouse, P.A, in Tampa, Fla., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
accounting firm noted that the Company has suffered recurring
losses from operations and has ongoing requirements for additional
capital investment.


NEONODE INC: Magnuz Goertz Discloses 6% Equity Stake
----------------------------------------------------
Magnus Goertz and Athemis, Ltd., disclosed in an amended Schedule
13G filing with the U.S. Securities and Exchange Commission that,
as of Dec. 31, 2011, it beneficially owns 1,957,536 shares of
common stock of Neonode, Inc., representing 6% of the shares
outstanding.  As previously reported by the TCR on Dec. 6, 2011,
Magnus Goertz disclosed beneficial ownership of 2,830,161 shares.
A full-text copy of the amended filing is available for free at:

                        http://is.gd/7QkDdi

                         About Neonode Inc.

Lafayette, Calif.-based Neonode Inc. (OTC BB: NEON)
-- http://www.neonode.com/-- provides optical touch screen
solutions for hand-held and small to midsize devices.

The Company's balance sheet at Sept. 30, 2011, showed $5.0 million
in total assets, $10.9 million in total liabilities, and a
stockholders' deficit of $5.9 million.

KMJ Corbin & Company, LLP, in Costa Mesa, Calif., expressed
substantial doubt about Neonode's ability to continue as a going
concern, following the Company results for the fiscal year ended
Dec. 31, 2010.  The independent auditors noted that the Company
has incurred significant operating losses and has used substantial
amounts of working capital in its operations since inception, and
at Dec. 31, 2010, has a working capital deficit of $9.9 million
and an accumulated deficit of $112.2 million.


NEVADA CANCER: Wants to Hire HelixIP LLP as Special Patent Counsel
------------------------------------------------------------------
Nevada Cancer Institute Holdings Co., asks the U.S. Bankruptcy
Court for the District of Nevada for permission to employ HelixIP
LLP as special patent counsel.

HelixIP will assist in the preservation and potential disposition
of the Debtor's patent applications; and counsel the Debtor
regarding compliance with National Institute of Health reporting
and transfer procedures under the Bayh-Dole Act, which governs
ownership and assignment of inventions developed with government
support.

Anthony J. Patek, and Andrew Kumamoto, are partners who are
expected to render services in connection with the case.  HelixIP
has agreed to provide the Debtor with a 20% discount off of its
hourly rates and will bill the Debtor for attorney time at a rate
of $360 per hour and for non-attorney professionals at rate of
$80 - $200 per hour.

HelixIP assures the Court that it does not have any interest
materially adverse to the interests of the estate or of any class
of creditors or equity security holders, either by reason of any
direct or indirect relationship to, connection with, or interest
in the Debtor or for any other reason.

                        About Nevada Cancer

Founded in 2002, Nevada Cancer Institute Holdings Co. is a
nonprofit cancer institute committed to advancing the frontiers of
knowledge of cancer through research, enabling affiliated
physicians to provide world-class, research-linked clinical cancer
services to patients, facilitating outreach and education programs
aimed at raising cancer awareness, and reducing the burden of
cancer on the people of Nevada.  The Debtor has been designated by
the State of Nevada as the State's official cancer institute, and
is qualified as a nonprofit organization under section 501(c)(3)
of the Internal Revenue Code.

Nevada Cancer Institute filed for bankruptcy (Bankr. D. Nev. Case
No. 11-28676) on Dec. 2, 2011, blaming mounting financial
pressures arising from the protracted decline in the economy,
decreases in medical reimbursement rates from managed care payor
entities, increases in operational costs, decreases in the amount
and availability of charitable donations, a reduction in research
funding opportunities and increased competition.  Lisa Madar
signed the petition as secretary.

Chief Bankruptcy Judge Mike K. Nakagawa oversees the case.  The
Debtor is represented by Thomas E. Patterson, Esq., Michael L.
Tuchin, Esq., and Courtney E. Pozmantier, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP; and Robert M. Charles, Jr., Esq., and Dawn
M. Cica, Esq., at Lewis and Roca LLP, as bankruptcy counsel.  The
law firm of Lewis and Roca LLP, a limited liability partnership,
serves as its Nevada counsel.  Hooper, Lundy and Bookman, P.C.,
serves as its special healthcare and regulatory counsel.  Kurtzman
Carson Consultants LLC serves as the Debtor's claims and
noticing agent.  Alvarez & Marsal Healthcare Industry Group LLC
serves as the Debtor's restructuring advisors.

Lawyers at Pachulski Stang Ziehl & Jones LLP is representing the
Official Committee of Unsecured Creditors appointed in the case.
Schwartzer & McPherson Law Firm serves as its local bankruptcy
counsel.

Counsel for Bank of America, N.A., as agent for the prepetition
lenders, are Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.

The buyer, The Regents of the University of California on behalf
of its UC San Diego Health System, is represented by James W.
Kapp, III, Esq., and Gary B. Gertler, Esq., at McDermott Will &
Emery.


NEVADA CANCER: Committee Can Retain Pachulski Stang as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada has granted
the Official Committee of Unsecured Creditors of Nevada Cancer
Institute to retain Pachulski Stang Ziehl & Jones LLP as counsel
for the Committee, nunc pro tunc to Dec. 19, 2011.

As reported in the TCR on Jan. 24, 2012, the attorneys currently
expected to be principally responsible for the Case, and their
respective hourly rates effective as of Jan. 1, 2011, are:

             Robert J. Feinstein    $895 per hour
             Samuel R. Maizel       $725 per hour
             Shirley S. Cho         $650 per hour
             Jason H. Rosell        $395 per hour

The hourly rate for the paralegals assigned to the Case, Patricia
Jefferies and Felice Harris, is $255.

The firm will seek reimbursement of expenses.

To the best of the Committee's knowledge, Pachulski Stang is a
"disinterested person" within the meaning of section 101(14) of
the Bankruptcy Code.

                        About Nevada Cancer

Founded in 2002, Nevada Cancer Institute is a nonprofit cancer
institute committed to advancing the frontiers of knowledge of
cancer and reducing the burden of cancer on the people of Nevada.
The Debtor previously operated and maintained a state-of-the-art
outpatient cancer treatment and research facility in the Summerlin
community of Las Vegas (the "Flagship Building") and provided
comprehensive management services to physicians employed by the
oncology medical group, Ruckdeschel Manno, Ltd. dba Nevada Cancer
Institute Medical Group (the "Medical Group," and together with
the Debtor, "NVCI").  This cancer treatment facility was
designated by the State of Nevada as the State's official cancer
institute.

Nevada Cancer Institute filed for bankruptcy (Bankr. D. Nev. Case
No. 11-28676) on Dec. 2, 2011, blaming mounting financial
pressures arising from the protracted decline in the economy,
decreases in medical reimbursement rates from managed care payor
entities, increases in operational costs, decreases in the amount
and availability of charitable donations, a reduction in research
funding opportunities and increased competition.  Lisa Madar
signed the petition as secretary.

Chief Bankruptcy Judge Mike K. Nakagawa oversees the case.
Michael L. Tuchin, Esq., Martin R. Basrash, Esq., and Courtney E.
Pozmantier, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP; and
Robert M. Charles, Jr., Esq., and Dawn M. Cica, Esq., at Lewis and
Roca LLP, represent the Debtors as bankruptcy counsel.  Kurtzman
Carson Consultants LLC serves as the Debtor's claims and
noticing agent.  Alvarez & Marsal Healthcare Industry Group LLC
serves as the Debtor's restructuring advisors.

Robert J. Feinstein, Esq., Samuel R. Maizel, Esq., and Shirley s.
Cho., at Pachulski Stang Ziehl & Jones LLP, represents the
Official Committee of Unsecured Creditors as counsel.  Lenard E.
Schwartzer, Esq., and Jeanette e. McPherson, Esq., at Schwartzer &
McPherson Law Firm, represents the Committee as local counsel.

The Debtor underwent a significant prepetition operational
restructuring, and, after commencing this case, sold the Flagship
Building to the Regents of the University of California on behalf
of its UC San Diego Health System in a Court-approved sale
pursuant to Bankruptcy Code section 363 that closed on Jan. 31,
2012.

Counsel for Bank of America, N.A., as agent for the prepetition
lenders, are Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.

The Regents of the University of California on behalf of its UC
San Diego Health System, is represented by James W. Kapp, III,
Esq., and Gary B. Gertler, Esq., at McDermott Will & Emery.


NEVADA CANCER: Panel Can Retain Schwartzer as Local Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada has granted
the Official Committee of Unsecured Creditors of Nevada Cancer
Institute authorization to retain Schwartzer & McPherson Law Firm
as local counsel for the Committee, nunc pro tunc to Dec. 21,
2011.

As reported in the TCR on Jan. 24, 2012, the Committee is informed
that the professionals employed in the Debtor's case have
voluntarily agreed to a reduction of their fees which have been
incurred thus far in connection with the bankruptcy case.  Thus,
Schwartzer & McPherson has also agreed to voluntarily reduce its
fees by 20%.  The attorneys currently expected to be principally
responsible for the case, and their respective hourly rates
effective Jan. 1, 2012 (without taking into account the 20%
discount) are:

                Leonard E. Schwartzer     $500
                Jeanette E. McPherson     $450
                Jason A. Imes             $350
                Emilia L. Allen           $225
                Angela Hosey              $125
                Sheena Clow               $125

The firm will seek reimbursement for its customary expenses.

To the best of the Committee's knowledge, Schwartzer & McPherson
is a "disinterested person" within the meaning of Section 101(14)
of the Bankruptcy Code.

                        About Nevada Cancer

Founded in 2002, Nevada Cancer Institute is a nonprofit cancer
institute committed to advancing the frontiers of knowledge of
cancer and reducing the burden of cancer on the people of Nevada.
The Debtor previously operated and maintained a state-of-the-art
outpatient cancer treatment and research facility in the Summerlin
community of Las Vegas (the "Flagship Building") and provided
comprehensive management services to physicians employed by the
oncology medical group, Ruckdeschel Manno, Ltd. dba Nevada Cancer
Institute Medical Group (the "Medical Group," and together with
the Debtor, "NVCI").  This cancer treatment facility was
designated by the State of Nevada as the State's official cancer
institute.

Nevada Cancer Institute filed for bankruptcy (Bankr. D. Nev. Case
No. 11-28676) on Dec. 2, 2011, blaming mounting financial
pressures arising from the protracted decline in the economy,
decreases in medical reimbursement rates from managed care payor
entities, increases in operational costs, decreases in the amount
and availability of charitable donations, a reduction in research
funding opportunities and increased competition.  Lisa Madar
signed the petition as secretary.

Chief Bankruptcy Judge Mike K. Nakagawa oversees the case.
Michael L. Tuchin, Esq., Martin R. Basrash, Esq., and Courtney E.
Pozmantier, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP; and
Robert M. Charles, Jr., Esq., and Dawn M. Cica, Esq., at Lewis and
Roca LLP, represent the Debtors as bankruptcy counsel.  Kurtzman
Carson Consultants LLC serves as the Debtor's claims and
noticing agent.  Alvarez & Marsal Healthcare Industry Group LLC
serves as the Debtor's restructuring advisors.

Robert J. Feinstein, Esq., Samuel R. Maizel, Esq., and Shirley s.
Cho., at Pachulski Stang Ziehl & Jones LLP, represents the
Official Committee of Unsecured Creditors as counsel.  Lenard E.
Schwartzer, Esq., and Jeanette e. McPherson, Esq., at Schwartzer &
McPherson Law Firm, represents the Committee as local counsel.

The Debtor underwent a significant prepetition operational
restructuring, and, after commencing this case, sold the Flagship
Building to the Regents of the University of California on behalf
of its UC San Diego Health System in a Court-approved sale
pursuant to Bankruptcy Code section 363 that closed on Jan. 31,
2012.

Counsel for Bank of America, N.A., as agent for the prepetition
lenders, are Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.

The Regents of the University of California on behalf of its UC
San Diego Health System, is represented by James W. Kapp, III,
Esq., and Gary B. Gertler, Esq., at McDermott Will & Emery.


NEW ENGLAND: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: New England All Star Consulting, LLC
        253 Main Street
        Nashua, NH 03060

Bankruptcy Case No.: 12-10394

Chapter 11 Petition Date: February 10, 2012

Court: United States Bankruptcy Court
       District of New Hampshire Live Database (Manchester)

Debtor's Counsel: Robert L. O'Brien, Esq.
                  O'BRIEN LAW
                  P.O. Box 357
                  New Boston, NH 03070-0357
                  Tel: (603) 459-9965
                  Fax: (603) 250-0822
                  E-mail: robjd@mail2firm.com

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

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

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nhb12-10394.pdf

The petition was signed by Vatche Manoukian, managing member.


NEW STREAM: Wants Until March 7 to Propose Restructuring Plan
-------------------------------------------------------------
New Stream Secured Capital Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware to extend their exclusive
periods to file and solicit acceptances for the proposed Chapter
11 Plan until March 7, 2012, and May 7, respectively.

The Debtors set a Feb. 23, hearing at 11:30 a.m., on their
requested exclusivity extensions.  Objections, if any, are due
Feb. 16, at 10:00 a.m.

The Debtors say they need time to finalize the restructuring plan.

                        About New Stream

New Stream is an inter-related group of companies that
collectively comprise an investment fund, headquartered in
Ridgefield, Connecticut.  Founded in 2002, New Stream focuses on
providing non-traded private debt to the insurance, real estate
and commercial finance sectors.

On March 7, 2011, when New Stream was still soliciting votes on
the Chapter 11 plan, certain investors filed a petition (Bankr. D.
Del. Lead Case No. 11-10690) seeking to force three New Stream
funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream
Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured
Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy.

The petitioning investors in the New Stream investment enterprise
say they are collectively owed over $90 million, representing
roughly 28% of the approximately $320 million owed to all U.S. and
Cayman investors.  The Petitioners are represented by (i) Joseph
H. Huston, Jr., Esq., Maria Aprile Sawczuk, Esq., Meghan A.
Cashman, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware,
and Beth Stern Fleming, Esq., at Stevens & Lee, P.C., in
Philadelphia, Pennsylvania, and Nicholas F. Kajon, Esq., David M.
Green, Esq., and Constantine Pourakis, Esq., at Stevens & Lee,
P.C., in New York, (ii) Edward Toptani, Esq., at Toptani Law
Offices, in New York, and (iii) John M Bradham, Esq., and David
Hartheimer, Esq., at Mazzeo Song & Bradham LLP, in New York.

New Stream Secured Capital, Inc., and three affiliates (New Stream
Insurance, LLC, New Stream Capital, LLC, and New Stream Secured
Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 11-10753) on March 13, 2011, with a proposed prepackaged
Chapter 11 plan.

Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J.
Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP,
serve as the Debtors' bankruptcy counsel. Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.

NSSC, Inc., estimated its assets and debts at up to $50,000.  NSC
estimated its assets at $100,000 to $500,000 and debts at $50,000
to $100,000.  NSI estimated its assets at $100 million to
$500 million and debts at $50 million to $100 million.  NSSC, LP,
estimated its assets and debts at $500 million to $1 billion.

NSI's insurance portfolio is being sold for $184.35 million as
part of the Chapter 11 plan.  The aggregate indebtedness secured
by the investment portfolio of NSSC is $688,412,974.  NSI owes
$81,573,376 to certain account classes under a Bermuda fund.

The Official Committee of Unsecured Creditors proposes to hire
Kurtzman Carson Consultants LLC as its communications agent;
Houlihan Lokey Howard & Zukin Capital, Inc., as its financial
advisor and investment banker; and Zolfo Cooper, LLC, as its
forensic accountants and litigation support consultants.

New Stream completed a sale of its assets on June 3.  New Stream
sold the portfolio of life-insurance policies to an affiliate of
McKinsey & Co. for $127.5 million.  There were no competing bids
at auction.


NORTEL NETWORKS: Patent Papers Spark Battle in Bankruptcy Court
---------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that U.K. pension
authorities that could get stuck with more than $3 billion worth
of pension liabilities due to the collapse of Nortel Networks
Corp. are demanding a look at documents showing what Nortel
thought the patents it sold for $4.5 billion were worth, but a
U.S. judge has issued a ban against handing the material over.

                       About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary
Caloway,Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll &
Rooney PC, in Wilmington, Delaware, serves as the Chapter 15
petitioner's counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.
Nortel has raised $3.2 billion by selling its operations as it
prepares to wind up a two-year liquidation due to insolvency.  In
June 2011, Nortel added US$4.5 billion to its cash pile after
agreeing to sell its remaining patent portfolio to Rockstar Bidco,
a consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.

The Office of the United States Trustee for the District of
Delaware has appointed an Official Committee of Unsecured
Creditors in respect of the Debtors, and an ad hoc group of
bondholders has been organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

The Official Committee of Retired
Employees and the Official Committee of Long-Term Disability
Participants tapped Alvarez & Marsal Healthcare Industry Group
as financial advisor.  The Retiree Committee is represented by
McCarter & English LLP as Delaware counsel, and Togut Segal &
Segal serves as the Retiree Committee.


NPS PHARMACEUTICALS: Columbia Wanger Holds 13.6% Equity Stake
-------------------------------------------------------------
Columbia Wanger Asset Management, L.P., disclosed in an amended
Schedule 13G filing with the U.S. Securities and Exchange
Commission that, as of Dec. 31, 2011, it beneficially owns
11,788,000 shares of common stock of NPS Pharmaceuticals, Inc.,
representing 13.6% of the shares outstanding.  As previously
reported by the TCR on June 7, 2010, Columbia Wanger disclosed
beneficial ownership of 5,508,009 shares.  A full-text copy of the
amended filing is available for free at http://is.gd/aZ9gMG

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS noted in its Form 10-K for the year ended Dec. 31, 2009, it
has not been profitable since its inception in 1986.  As of
Dec. 31, 2009, it had an accumulated deficit of
$922.7 million.  "Currently, we are not a self-sustaining business
and certain economic, operational and strategic factors may
require us to secure additional funds."  The Company though
believes its existing capital resources at Dec. 31, 2009,
along with the receipt of $38.4 million from the sale of its
REGPARA royalty stream, should be sufficient to fund its current
and planned operations through at least Jan. 1, 2011.

The Company reported a net loss of $27.63 million on $75.38
million of total revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $25.04 million on $65.37 million
of total revenues for the same period a year ago.

The Company reported a consolidated net loss of $31.44 million on
$89.41 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $17.86 million on $84.15 million of
total revenue during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $237.44
million in total assets, $276 million in total liabilities and a
$38.56 million total stockholders' deficit.


NPS PHARMACEUTICALS: J. Gottlieb Ceases to Hold 5% Equity Stake
---------------------------------------------------------------
Jacob Gottlieb and his 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 350,800 shares of
common stock of NPS Pharmaceuticals representing .41% of the
shares outstanding.  A full-text copy of the filing is available
for free at http://is.gd/LpuJWD

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS noted in its Form 10-K for the year ended Dec. 31, 2009, it
has not been profitable since its inception in 1986.  As of
Dec. 31, 2009, it had an accumulated deficit of
$922.7 million.  "Currently, we are not a self-sustaining business
and certain economic, operational and strategic factors may
require us to secure additional funds."  The Company though
believes its existing capital resources at Dec. 31, 2009,
along with the receipt of $38.4 million from the sale of its
REGPARA royalty stream, should be sufficient to fund its current
and planned operations through at least Jan. 1, 2011.

The Company reported a net loss of $27.63 million on $75.38
million of total revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $25.04 million on $65.37 million
of total revenues for the same period a year ago.

The Company reported a consolidated net loss of $31.44 million on
$89.41 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $17.86 million on $84.15 million of
total revenue during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $237.44
million in total assets, $276 million in total liabilities and a
$38.56 million total stockholders' deficit.


OSSIAN SMOKED: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Ossian Smoked Meats Corp.
        dba Ossian Packing Co.
        3044 E. 900 N.
        Ossian, IN 46777

Bankruptcy Case No.: 12-10275

Chapter 11 Petition Date: February 10, 2012

Court: United States Bankruptcy Court
       Northern District of Indiana (Fort Wayne Division)

Judge: Robert E. Grant

Debtor's Counsel: Daniel J. Skekloff, Esq.
                  Sarah Mustard Heil, Esq.
                  Scot T. Skekloff, Esq.
                  SKEKLOFF, ADELSPERGER & KLEVEN, LLP
                  927 South Harrison Street
                  Fort Wayne, IN 46802
                  Tel: (260) 407-7000
                  Fax: (260) 407-7137
                  E-mail: djs@sak-law.com
                          sheil@sak-law.com
                          sts@sak-law.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/innb12-10275.pdf

The petition was signed by Peter C. Sorg, president.


OVERLAND STORAGE: Expects $18MM-$20MM Revenue in Q2 Fiscal 2013
---------------------------------------------------------------
Overland Storage, Inc., on Feb. 9, 2012, announced its financial
results for its second fiscal quarter ended Dec. 31, 2011.  As
part of the Company's earnings release call on the same day, the
Company provided forward looking guidance for the calendar year,
which includes the third and fourth quarter of its fiscal 2012 and
the first and second quarter of its fiscal 2013.

   * Revenue is expected to be in the range of $18 million to $20
     million for the second quarter of fiscal 2013 (fourth
     calendar quarter of 2012) and expected to be a total of $66
     million to $70 million for the 2012 calendar year.

   * Gross margins are expected to be 37% to 40% for the second
     quarter of fiscal 2013 (fourth calendar quarter of 2012).

   * Total operating expenses are expected to be approximately
     $8.3 to $8.8 million quarterly for each of the next four
     quarters.  Stock-based compensation is expected to be in the
     range of $1.2 million to $1.4 million and depreciation and
     amortization is expected to be approximately $0.4 million for
     each of these quarters.

   * Operating expenses are expected to decline by 5% to 10% in
     the third quarter of fiscal 2012 (first calendar quarter of
     fiscal 2012).

   * Excluding non-cash items such as stock-based compensation and
     amortization, the Company expects to achieve profitability in
     the fourth quarter of calendar 2012.

                      About Overland Storage

San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

The Company reported a net loss of $14.50 million on $70.19
million of net revenue for the fiscal year ended June 30, 2011,
compared with a net loss of $12.96 million on $77.66 million of
net revenue during the prior fiscal year.

Moss Adams LLP, in San Diego, California, noted that the Company's
recurring losses and negative operating cash flows raise
substantial doubt about the Company's ability to continue as a
going concern.


PACIFIC ENERGY: Court Sends Valdez Suit to State Court
------------------------------------------------------
In the lawsuit, MARCO VALDEZ, derivatively on behalf of MILLER
ENERGY RESOURCES, INC., Plaintiff, v. DELOY MILLER, et al.,
Defendants, Case No. 3:11-cv-00462 (E.D. Tenn.), Magistrate Judge
C. Clifford Shirley, Jr., granted the plaintiff's request to
remand the case to the Chancery Court for Knox County, Tennessee,
but denied its request for attorneys' fees and costs.

The other defendants are Miller Energy Resources, Scott M. Boruff,
Jonathan S. Gross, Herman Gettelfinger, David Hall, Merrill A.
McPeak, Charles M. Stivers, Don A. Turkleson, and David Voyticky.

In his Complaint, the Plaintiff alleges that on Dec. 16, 2009,
Miller Energy Resources, Inc., announced that it had acquired
Alaskan assets formerly owned by Pacific Energy Resources.  Miller
Energy allegedly represented the value of these reserves as
exceeding $300 million.  Miller Energy announced that the assets
had been purchased for $2.25 million, through Chapter 11
bankruptcy proceedings.

On July 28, 2011, a report published on the Internet called Miller
Energy's valuation of these assets into question.  The report
cited an executive from a company that had decided not to buy the
same assets.  The executive opined that the assets likely had a
value between $25 million and $30 million, which was offset by $40
million worth of liabilities that came with the acquisition of the
assets.  This article alleged, inter alia, that: the corporate
plane recently purchased had been used for numerous personal
trips; Defendant Boruff had recently purchased an extremely lavish
home in Knoxville, Tennessee; and the company had awarded
substantial salaries, including a salary, with a bonus structure,
to Defendant Voyticky that could exceed more than half of the
total cash listed on Miller Energy's most recent balance sheet.

The Plaintiff alleges that, following this report, the value of a
share of Miller Energy declined substantially.  The Plaintiff
further alleges that on July 29, 2011, after the close of the
market, Miller Energy filed its Annual Report on Form 10-K with
the United States Securities and Exchange Commission.  The
Plaintiff alleges that on Aug. 1, 2011, Miller Energy announced
that certain portions of their filing with the SEC should not be
relied upon, explaining "[t]he 2011 10-K was filed with the SEC on
July 29, 2011 prior to KPMG LLP completing its review of the
annual report and issuing their independent accountants' report on
the financial statements. . . ."  The Plaintiff maintains that, on
this news, the value of a share of Miller Energy again declined.

The Plaintiff maintains that, between March 15, 2010 and August 1,
2011, the Defendants made false and/or misleading statements and
failed to disclose material adverse facts about the Company's
business, operations, and prospects.  The Plaintiff contends that
the financial statements prepared by Miller Energy during this
time did not comply with the generally accepted accounting
principles.  The Plaintiff argues that the Defendants' conduct was
extremely reckless, and the conduct has resulted in massive
damages for Miller Energy and its stockholders.

The Plaintiff filed the Complaint in the Chancery Court for Knox
County, Tennessee, on Aug. 30, 2011.  The Complaint presents
claims for breach of fiduciary duty for disseminating false and
misleading information pursuant to Tennessee Code Annotated Sec.
48-18-301, breach of fiduciary duties for failing to maintain
internal controls pursuant to Tennessee Code Annotated Sec. 48-18-
301, breach of fiduciary duties for failing to properly oversee
and manage Miller Energy Resources, Inc., unjust enrichment, abuse
of control, gross mismanagement, and waste of corporate assets.

The Defendants filed a Notice of Removal, with the District Court
on Sept. 23, 2011.  The Defendants cited 28 U.S.C. Sec. 1332 as
the basis of their removal, stating that the Plaintiff was a
citizen of Colorado and none of the Defendants are residents of
the state of Colorado.

A copy of the District Court's Jan. 20 Report and Recommendation
is available at http://is.gd/DdG1Bpfrom Leagle.com.

                        About Pacific Energy

Headquartered in Long Beach, California, Pacific Energy Resources
Ltd. -- http://www.pacenergy.com/-- engaged in the acquisition
and development of oil and gas properties, primarily in the United
States.  The Company and seven of its affiliates filed for
Chapter 11 protection on March 8, 2009 (Bankr. D. Del. Lead Case
No. 09-10785).  The Debtor estimated between $100 million and
$500 million in assets and debts in its Chapter 11 petition.

Attorneys at Pachulski Stang Ziehl & Jones LLP, serve as
bankruptcy counsel to the Debtors.  The Debtors also tapped Rutan
& Tucker LLP as special corporation and litigation counsel;
Schully, Roberts, Slattery & Marino, PLC, as special oil and gas
and transactional counsel; Devlin Jensen as special Canadian
counsel; Scott W. Winn, at Zolfo Cooper Management, LLC, as chief
restructuring officer; Lazard Freres & Co. LLC as investment
banker; and Albrecht & Associates, Inc., as agent for the Debtors
in the sale of their oil and gas properties.  Omni Management
Group, LLC, is the claims, balloting, notice and administrative
agent for the Debtors.


PATRIOT COAL: S&P Lowers Corporate Credit Rating to 'B'
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on St. Louis, Mo.-based Patriot Coal Corp. (Patriot) to 'B'
from 'B+'. "At the same time, we lowered our issue-level rating on
the company's senior unsecured debt to 'B' (the same as the
corporate credit rating) from 'B+'. The recovery rating remains
'3'," S&P said.

The ratings remain on CreditWatch with negative implications.

"The CreditWatch listing reflects our expectation that Patriot's
2012 operating performance will likely be lower than we previously
expected given lower demand for thermal coal," said Standard &
Poor's credit analyst Maurice Austin. "We believe that natural gas
substitution and a warmer-than-normal winter season is negatively
affecting demand for thermal coal and, as a result, on Patriot's
thermal coal production. Consequently, we expect Patriot, which
recently announced that it was cutting its higher-cost
metallurgical coal production, will also curtail its production of
thermal coal. We recently announced our expectations of the
company's 2012 adjusted EBITDA -- likely in the $365 million area.
However, we now believe Patriot will have difficulty achieving
this target. Given these assumptions, we expect total adjusted
debt to EBITDA to remain above 5x and funds from operations to
total debt to remain below 10% over the next several quarters,
more in line with a lower rating."

"The rating on Patriot reflects our continuing assessment of the
company's business risk profile as 'weak'. We may, however, given
our assumptions, revise our assessment of Patriot's financial
risk profile to 'highly leveraged' following the completion of our
analysis. The company has significant exposure to the high-cost
Central Appalachia (CAPP) region and faces challenges posed by the
inherent risks of coal mining, including operating problems, price
volatility, and increasing costs and regulatory scrutiny. Patriot
has large legacy liabilities but possesses adequate liquidity, in
our view, to meet its near-term obligations," S&P said.

"In resolving the CreditWatch listing," Mr. Austin continued, "we
will review our performance expectations, Patriot's liquidity
position and assess its operating prospects to determine whether a
lower rating is warranted. This will include meeting with
management to discuss its near-term operating and financial
prospects, including end-market demand trends."

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


PHOENIX SERVICES: S&P Assigns 'B+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Kennett Square, Pa.-based Phoenix Services
International LLC (Phoenix). The outlook is stable.

"At the same time, we assigned our 'BB-' (one notch higher than
the corporate credit rating) issue-level rating and '2' recovery
rating to the company's $245 million senior secured credit
facilities. The '2' recovery rating reflects our expectation for
substantial (70% to 90%) recovery in the event of a payment
default," S&P said.

"The ratings on Phoenix reflect what we consider to be the
company's 'vulnerable' business risk profile and 'significant'
financial risk profile -- as our criteria define the terms," said
Standard & Poor's credit analyst Maurice Austin. "Our financial
risk assessment anticipates that leverage will improve
meaningfully in 2012 when the steel company service provider
realizes increased revenues from three large new service
contracts. We expect that year-end adjusted leverage will be at
the lower end of the 3x to 4x EBITDA range. While its acquisition
of Gagneraud Industries SAS, a French steel mill services company,
enhances Phoenix's position in the slag handling and processing
niche, the company still maintains limited customer diversity,
since Luxembourg-registered steel group ArcelorMittal will account
for a significant proportion of revenues. Our vulnerable business
risk assessment reflects Phoenix's high customer concentration, as
well as our view that the outsourced steel services industry is
very competitive and that the variable component of Phoenix's
service contracts could expose its cash flow to cyclical swings."

"Phoenix is privately owned and does not file public financial
statements. The company was founded in 2006, and its revenues have
grown quickly in recent years though its revenue base remains
smaller than that of its largest competitor, Tube City IMS Corp.,
although we expect the two companies to have similar financial
profiles after Phoenix completes its debt recapitalization.
Phoenix has obtained a $245 million senior secured credit facility
and used the proceeds to fund the acquisition of Gagneraud
Industries, repay all existing senior indebtedness, and for
general corporate purposes," S&P said.

"Our stable rating outlook reflects our view that steady same-site
operations plus incremental revenues from three new contracts and
the newly acquired French properties will offset higher debt
related to the acquisition of a French competitor. In this case,
we expect adjusted leverage will be at or below the lower end of
the 3x to 4x EBITDA range that we typically associate with a
significant financial risk profile," S&P said.

"We would lower our rating if EBITDA margins receded sharply to
levels reported in 2008 when U.S. steel industry capacity
utilization dropped to 40%. In this scenario, we would expect
Phoenix's customers to temporarily idle plants and for its larger
customers to attempt to extract concessions from it. Our downside
stress scenario indicates leverage could rise to the 4x to 5x
range if EBITDA margins fell to the mid-teen percentage range,
which we view to be more consistent with an aggressive financial
profile," S&P said.

"An upgrade is unlikely in the coming months due to by the
company's heavy customer concentration and, to a lesser extent,
the less-transparent operating strategy and financial policy
inherent with private equity-owned firms," S&P said.


PHYSIO-CONTROL INT'L: S&P Assigns 'B+' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Physio-Control, and its 'B+' debt rating and '4'
recovery rating to the $330 million senior secured notes. "The
stable rating outlook reflects our expectations that financial
parameters will modestly improve over the next year on sales and
EBITDA growth in the mid-single digits," S&P said.

"The ratings on Redmond, Wash.-based defibrillator manufacturer
Physio-Control International Inc. reflect our expectations that
the company will have at least mid-single-digit growth over the
next few years, and may deleverage as a result of EBITDA growth,
debt paydown, or both," said Standard & Poor's credit analyst
Cheryl Richer. "Per our base case, we expect an EBITDA operating
margin in the mid teens to be relatively stable in the near term.
We believe adjusted debt leverage will range between 4.0x and 4.5x
for fiscal 2012, ending April 30, 2012. However, we expect funds
from operations to debt will initially be at the low end of our
'aggressive' financial risk profile metric (12%-20%), a decline
over prior years, because as an independent entity, the company
will now pay interest expense."

"Despite its leading market share in external defibrillators, the
necessity of this life saving product with no substitutes, and
elements of sticky and recurring revenue, Physio-Control's 'weak'
business risk profile largely reflects a concentration in one
product category and significant competition. Manual
defibrillators, used primarily in hospital and pre-hospital
settings (e.g., ambulances) account for about slightly less than
half% of revenues, and automatic units (AEDs, about 10%) are more
typically used by lay-users. The company has a large installed
base, and customer stickiness is a positive rating factor.
Geographic diversity is evidenced by a roughly 40%/60% split of
non-U.S. to U.S sales to total revenues. Equipment is typically
replaced on a six-to-eight year cycle, and can be upgraded on a
more frequent basis to comply with best practices indicated by the
American Heart Association and European Resuscitation Council
(ERC). Roughly 40% of revenue are from consumables and services,
which provide a relatively stable revenue stream," S&P said.

"While the market for external defibrillators is mature, worldwide
industry sales should benefit from international sales growth, and
in particular, expansion into emerging markets. Barriers to entry
are high, but Physio-Control has two meaningful competitors, Zoll
Medical Corp. and Royal Philips Electronics (Philips)," S&P said.


PITNEW NEWS: Fitch Lowers Preferred Stock Rating to 'BB+'
---------------------------------------------------------
Fitch Ratings has downgraded the following ratings of Pitney Bowes
Inc. (Pitney Bowes) and its subsidiary, Pitney Bowes International
Holdings, Inc. (PBIH):

Pitney Bowes

  -- Long-term Issuer Default Rating (IDR) to 'BBB' from 'BBB+';
  -- Senior unsecured revolving credit facility (RCF) to 'BBB'
     from 'BBB+';
  -- Senior unsecured term loan to 'BBB' from 'BBB+';
  -- Senior unsecured notes to 'BBB' from 'BBB+'.

PBIH

  -- Long-term IDR to 'BBB' from 'BBB+'
  -- Preferred stock to 'BB+' from 'BBB-'.

Fitch has affirmed the following ratings of Pitney Bowes:

  -- Short-term IDR at 'F2';
  -- Commercial paper (CP) at 'F2'.

The Outlook on all ratings is Negative.

The downgrade is based on Fitch's view that the secular challenges
faced by Pitney Bowes, combined with the cyclicality inherent in
the business, and the current credit protection metrics and free
cash flow profile, are more commensurate with a 'BBB' rating.

Fitch's primary concern is the downward trajectory of the top
line. Operating results--particularly in the second half of 2011--
remain weaker than Fitch's expectations, and have not recovered in
the expected timeframe.  Revenue declines continue to accelerate,
driven by escalating weakness in the small and medium business
(SMB) space, and compounded by recent declines in the enterprise
space.  This is concerning as Fitch looks to enterprise as one of
the areas to at least partially offset the declines in SMB.
Further, the decline in equipment sales (which drives future
financing, rental, and supplies revenue) remains elevated.  Fitch
acknowledges that some of the production mail declines could be
temporary due to macroeconomic-driven customer deferrals, and
lower new small business starts are pressuring SMB.  That said,
Fitch believes this points to the heightened level of cyclicality
and volatility in the business.

Importantly, Fitch believes cyclical pressures accelerate the
well-documented secular challenges, as Fitch believes customers
will look to digital mailing as a cost reduction mechanism, and
choose to keep existing equipment.  The acceleration of digital
substitution for physical transaction mail results in reduced need
for the company's mailing equipment.  Although the majority of
Pitney Bowes' revenue is not directly tied to mail volume, Fitch
believes continued mail volume declines could drive reduced
equipment needs, whether in size, number or functionality.

The ratings consider Fitch's expectations that the rate of decline
in equipment sales will moderate in 2012, as digital equipment
drives more new equipment sales rather than lease extensions.
However, Fitch expects this improvement will be limited to a
deceleration in the rate of decline, rather than growth, given the
secular headwinds.

The ratings incorporate Fitch's expectations that the company's
new digital products and services will gain traction with
customers over the next several years.  Increased deployment of
these products could cannibalize existing physical business but
Fitch believes such a strategy is unavoidable given ongoing
digital substitution.

That said, Fitch is unconvinced that digital initiatives (e.g.
Volly, pbSmart products) and the enterprise services businesses
will generate EBITDA enough to offset the declines in the high-
margin North American Mailing space.  It remains to be seen what
their adoption rate, revenues, margin profile, and free cash flow-
generating capabilities will be.  Digital margins could be
material if there is enough scale; however, Fitch believes such an
event is at least 24 months away, if it occurs at all.  While
Pitney Bowes' existing relationships with large corporate mailers
is a competitive advantage, Fitch believes the competitive
landscape, absence of financing revenue, and digital industry
dynamics will result in lower EBITDA margins than in the company's
core North American Mailing business.

Fitch estimates that total leverage at Dec. 31, 2011 was 4.2 times
(x); leverage has remained at or above 4.0x for the last several
quarters. In addition, given the ongoing decline of finance
receivables, more debt is attributed to the core, rather than the
financing operations, resulting in an outsized increase in core
leverage.  Pitney Bowes' market share and entrenched position, and
the contractual finance receivable base, have allowed the company
to carry higher than average leverage for the rating category.
Ongoing declines in the overall top line could encourage Fitch to
further tighten its leverage parameters in a given ratings
category.

The ratings reflect the company's stable annual free cash flow
generation, which Fitch estimates will approximate $350 million-
$450 million for the next few years, before pension funding
obligations or any future cash restructuring payments.

The ratings incorporate moderate acquisition and share buyback
activity that is limited to free cash flow.  Debt-funded
acquisitions would likely result in negative ratings actions.
Pitney Bowes faces material annual maturities over the next
several years, and the ratings incorporate Fitch's expectations
that a portion of the company's free cash flow will be used for
debt reduction.  In the event that finance receivables continue to
decline, the ratings incorporate a material amount of the cash to
be used for debt reduction.

At the same time, the ratings also consider the risk, which is
faced by bondholders of all companies faced with secular
challenges and underperforming equity, of a potentially more
aggressive financial policy and capital structure.  Any such debt-
funded activity would be outside of current ratings.

Negative ratings actions could result should the following occur:

  -- Lack of traction in the company's digital initiatives and
     other growth businesses amid ongoing declines in the
     traditional physical business;
  -- A sustained increase in total leverage, whether the result of
     incremental debt or lower EBITDA;
  -- Indications of a more aggressive financial policy.

The ratings could be stabilized if over the next one to two years
Fitch has higher conviction that a successful roll-out of the
digital and customer communications initiatives, in combination
with growth in its enterprise services businesses, will offset
declines in its physical business.

Pitney Bowes' ratings are supported by:

  -- The significant and entrenched market position in the core
     U.S. Mailing business, characterized by approximately 80%
     share of the postage meter market and limited competitive
     pressures;

  -- The necessity of mail equipment and services to conduct
     business across all industries;

  -- The diversity of the company's customer base, from both an
     industry and size perspective;

  -- The company's strong credit risk management policies
     regarding its financial services business.

Pitney Bowes' liquidity position at Dec. 31, 2011 was solid,
consisting of: i) $869 million of cash, including $74 million of
deposits at Pitney Bowes Bank (at Sept. 30, the last reported
date), that is unavailable for corporate use; ii) an undrawn $1.25
billion revolving credit facility (RCF) maturing in May 2013,
which backstops the company's $1.25 billion commercial paper (CP)
program.  Liquidity is further supported by the company's stable
annual free cash flow generation.

As of Dec. 31, 2011, Pitney Bowes' total debt was $4.5 billion,
consisting of i) $400 million senior unsecured notes maturing
October 2012; ii) $150 million unsecured term loan maturing
December 2012; iii) $3.6 billion of senior unsecured debt,
consisting of eight notes maturing between 2013-2019 and one
maturing in 2037; and iv) $300 million of variable-term voting
preferred stock in the company's subsidiary, PBIH.  Under Fitch's
hybrid security criteria, Fitch assigns 0% equity credit given the
less than five-year maturity (based on the October 2016 call
date).


PREMONT INDEPENDENT: Moody's Affirms 'Ba1'Rating on Tax Bonds
-------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 rating on Premont
Independent School District's (TX) general obligation bonds, which
affects approximately $2.3 million in rated debt outstanding. The
district has an additional $440 thousand of outstanding general
obligation limited tax debt not rated by Moody's.

SUMMARY RATINGS RATIONALE

While the rating is below investment grade, Moody's expects that
the district will maintain full and timely payment of their debt
service obligation based upon the unlimited general obligation
pledge of the bonds outstanding. Annual principal and interest
requirements are secured by and payable from ad valorem taxes
levied by the district on all taxable property, without legal
limit as to rate of amount. The rating affirmation reflects the
district's financial improvement, which is likely to remain narrow
in the near term, modest and concentrated tax base, moderate debt
burden that will remain manageable, and a weak socio-economic
profile.

STRENGTHS

*Improved financial operations

CHALLENGES

*Narrow financial liquidity

*Trend of declining Average Daily Attendance (ADA)

*Volatile concentrated tax base due to reliance on oil and gas
mineral valuations

WHAT COULD MAKE THE RATING GO UP

*Significant tax base expansion and diversification

*Multi-year trend of material improvement in financial position

*Improved accreditation status with TEA, demonstrating compliance
with record review

WHAT COULD MAKE THE RATING GO DOWN

*Deterioration of the district's financial position

*Continued contraction of the district's tax base

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


PRIME TIME: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Prime Time Sports LLC
        2819 W. Kirchoff Road
        Rolling Meadows, IL 60008

Bankruptcy Case No.: 12-04838

Chapter 11 Petition Date: February 10, 2012

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtor's Counsel: Lester A Ottenheimer, III, Esq.
                  OTTENHEIMER ROSENBLOOM, LLC
                  750 Lake Cook Rd - Ste 140
                  Buffalo Grove, IL 60090
                  Tel: (847) 520-9400
                  Fax: (847) 520-9411
                  E-mail: lottenheimer@otrlaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 11 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ilnb12-04838.pdf

The petition was signed by Mark Giannecchini.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Mark Giannecchini                      12 B04834  02/10/12


PROTEONOMIX INC: Directors Limit Conversion of Preferred Shares
---------------------------------------------------------------
The directors of the Proteonomix, Inc., agreed to limit their
conversions of their preferred stock into common to not more than
1% of the outstanding common stock per calendar quarter.  At the
present moment, the number of outstanding common shares is less
than 8,000,000.  This would thereby limit any officer or director
to the conversion of less than 80,000 common shares in any three
month period.  There are presently four directors holding
convertible preferred shares.

                         About Proteonomix

Proteonomix, Inc. (OTC BB: PROT) -- http://www.proteonomix.com/--
is a biotechnology company focused on developing therapeutics
based upon the use of human cells and their derivatives.

The Company reported a net loss applicable to common shares of
$973,532 on $18,994 of sales for the nine months ended
Sept. 30, 2011, compared with a net loss applicable to common
shares of $2.32 million on $68,972 of sales for the same period
during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $3.37
million in total assets, $6.93 million in total liabilities,
and a $3.55 million total stockholders' deficit.

As reported in the TCR on April 1, 2011, KBL, LLP, in New York,
expressed substantial doubt about Proteonomix, Inc.'s ability to
continue as a going concern, following the Company's 2010 results.
The independent auditor noted that the Company has sustained
significant operating losses and is currently in default of its
debt instrument and needs to obtain additional financing or
restructure its current obligations.


PSS WORLD: Moody's Assigns 'Ba3' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service assigned Ba3 corporate family and
probability of default ratings to PSS World Medical, Inc. ("PSS
World"). In addition, Moody's assigned a Ba3 rating to the
proposed $250 million notes, due 2022 and a SGL-2 speculative
grade liquidity rating. PSS World is expected to use the proceeds
from the proposed notes issuance to repay borrowings under its
credit facility and partially pre-fund the repayment of 2008
convertible notes. The outlook is stable.

These ratings were assigned:

Corporate family rating, assigned Ba3;

Probability of default rating, assigned Ba3;

$250 million senior unsecured notes, assigned Ba3 (LGD4, 51%);

Speculative grade liquidity rating, assigned SGL-2.

Rating rationale

The Ba3 corporate family rating considers PSS World's high EBITDA
margin relative to the overall distribution industry, reasonable
credit metrics, and good liquidity profile. Lending further
support to the rating are the company's diversified customer and
supplier base, tailored customer service model, and various value-
added services that help counteract competitive pricing pressures.

At the same time, the Ba3 rating is constrained by the small size
of the company's revenue base when compared to its more highly
rated peers, and by the negative headwinds in the company's end
markets and changing nature of the delivery of care in the
healthcare industry, trends that could ultimately lead to margin
pressure. Helping to mitigate the impact of potential customer
losses as a result of end market consolidation in the physician
business, which accounts for approximately 70% of its revenues, is
the company's highly diversified customer base with no buyer
representing more than 2% of total revenues, as well as its
recurring revenue stream with a buyer retention rate of around
90%.

The rating also takes into consideration volatility in working
capital and the historical trend of declining inventory turnover.
However, inventory turnover is expected to improve from the
increased efficiency achieved via providing an increasing number
of value-added services.

The Ba3 rating assumes that proceeds from the proposed $250
million notes offering will be used for debt repayment. However,
recently the company has adopted a more aggressive financial
policy as evidenced by accelerating acquisition activity and
significant share repurchases relative to retained cash flow
generation. Accordingly, the rating also considers that the
company will likely incur additional debt to finance acquisitions
and/or repurchase shares. Moody's projects fiscal 2012 debt-to-
EBITDA at or below 3.5 times, (EBITDA-CAPEX)/Interest expense
above 4.5 times, and retained cash flow-to-debt in the low-to-mid
20% range.

The negative reimbursement environment in the company's end
markets -- physician offices and extended-care facilities - is
pressuring customers' profitability and therefore limiting funds
to be spent on supplies. Furthermore, the consolidation trend in
the healthcare industry, because of the increasing cost of
providing healthcare, could have a negative impact on the
company's performance as larger hospitals increasingly employ
physicians and utilize a central purchasing strategy instead of
facility-level purchasing. This is resulting in a reduction of
independent physician offices -- a market segment that the company
primarily caters to. At the same time, PSS has been able to win
some larger integrated delivery networks (IDN) contracts. Moody's
expects the trend in the direction of larger, more efficient
healthcare providers will continue and therefore limit company's
pricing power and reduce margins as the larger networks usually
utilize GPO services which have greater purchasing power relative
to physician offices.

The SGL-2 rating reflects the company's good expected liquidity
profile over the next twelve months as we project the company to
cover all working capital and CAPEX needs from internal cash flow
generation. Moody's anticipates the company to use the ABL
facility for intra-quarter borrowings.

The stable outlook reflects the expectation that the company
maintains a good liquidity profile and conservative financial
policies including prudent balance sheet management and
acquisition strategies.

The ratings could be upgraded if PSS World lowered its debt-to-
EBITDA to below 2 times on a sustained basis and increased
retained cash flow-to-debt generation to the mid-30% range. In
addition, a ratings upgrade would require increased size and
scale.

The ratings could be downgraded if the company's liquidity profile
weakens, if its revenues and margins were to show signs of
deterioration, or if debt leverage were to rise above 3.5 times.
Furthermore, structural changes to PSS end-markets that impact the
company's competitive position could cause rating pressure.

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

PSS World Medical, Inc. is a national distributor of medical
products and supplies, healthcare information technology, and
pharmaceutical products and provider of professional and
consulting services to the physician, long-term care, assisted
living, home health care and hospice markets. The company's
revenues for the last twelve months ended December 30, 2011 were
$2.1 billion.


PSS WORLD: S&P Assigns 'BB-' Senior Unsecured Debt Rating
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' senior
unsecured debt rating and '6' recovery rating, indicating its
expectation for negligible (0% to 10%) recovery in the event of
default, to on Jacksonville, Fla.-based health care distributor
PSS World Medical Inc.'s (PSS) proposed $250 million notes
maturing in 2022. The new notes will be senior to the company's
existing $230 million senior unsecured convertible notes as the
convertible notes are not guaranteed by PSS World's subsidiaries.
The proposed $250 million notes will be guaranteed by
substantially all of the company's subsidiaries.

"We also lowered our senior unsecured issue-level and recovery
ratings on the $230 million of convertible notes to 'BB-' from
'BB' and revised the recovery ratings on them to'6' from '5'. This
reflects the junior status of the convertible notes to the new
proposed notes, as well as the company's $300 million revolving
credit facility, which was upsized in November 2011 from
$200 million," S&P said.

"The company intends to use the proceeds from the notes for
general corporate purposes, which will include the use of
approximately $116 million to repay revolver borrowings and the
pre-funding of the company's convertible notes maturity in 2014,"
S&P said.

"We also affirmed our existing 'BB+' corporate credit rating on
the company. The proposed debt issuance will increase outstanding
debt by about $134 million (net of the assumed revolver
repayment), increasing pro forma adjusted debt to EBITDA to about
3x. This remains within our 2x to 3x debt to EBITDA guideline for
an 'intermediate' financial risk profile (as defined in our
criteria), albeit at the upper end. The ratings outlook is
stable," S&P said.

"The rating on PSS is based on the company's intermediate
financial risk profile and 'fair' business risk profile (as
defined in our criteria)," said Standard & Poor's credit analyst
Michael Kaplan, "which reflect its niche position in the
relatively stable medical products distribution industry."
"Despite the still-weak economy and a comparably weak flu season,
PSS' sales declined only 1% in fiscal 2011 and EBITDA margins
(including our usual adjustments) increased to 8.9% in fiscal 2011
from 8.2% in fiscal 2010. Our projections for fiscal 2012 include
sales growth of approximately 5% because of acquisitions, the
improved performance of the company's physicians business, and the
annualized impact of elder care customers that were lost at
the end of calendar 2010."

"We believe adjusted EBITDA margins will remain relatively flat in
fiscal 2012, as improvements from the increased penetration of
higher-profit private-label goods will largely be offset by an
increase in salesforce," added Mr. Kaplan. "Newly hired sales
people generally reduce company margins in the near term until
they are able to build their book of business. PSS intends
to increase its salesforce 20% by the end of fiscal 2014, and we
believe the majority of these new hires will be in fiscal 2012 and
2013. We project fiscal 2013 sales to increase by approximately 7%
in part because of these investments. We have not projected
significant margin increases in fiscal 2013 as we believe
additional salesforce increases and pricing pressure from
customers could create headwinds."

"The rating outlook on PSS is stable. We believe PSS will continue
operating with an intermediate financial risk profile to mitigate
pressures from the still-weak economy," S&P said.

"We could lower the rating if we believe total adjusted debt to
EBITDA will exceed 3x and FFO to total adjusted debt will fall
below 30% for an extended period. We believe that management is
committed to improving its credit metrics, predominantly through
EBITDA growth, and we believe that debt-financed share repurchases
or acquisition are unlikely in the near term. Therefore, we
believe the most likely cause of a downgrade would be a prolonged
reduction in physician office visits because of increased
unemployment and the loss of employer-based health insurance. We
would likely lower our ratings on PSS if we believed revenues
would decline by mid-single digits, even if margins remained
stable," S&P said.

"We believe an upgrade is unlikely in the near term, given the
company's stretched credit metrics for its intermediate financial
risk profile and its fair business risk profile. We believe our
assessment of the PSS' business risk is unlikely to change, given
the company's niche focus and small scale relative to distribution
companies with stronger business risk profiles. Therefore, we
believe an upgrade in the medium to long term would more likely
be caused by an improvement in its financial risk profile. We
could raise the rating if the company operates for an extended
period under a 'modest' financial risk profile (roughly defined as
adjusted debt to EBITDA of 1.5x-2.0x and FFO to adjusted debt of
45%-60%). However, we do not expect this improvement within the
12-month horizon of our outlook," S&P said.


QUALITY DISTRIBUTION: Expects $178-Mil. Revenue in Fourth Quarter
-----------------------------------------------------------------
Quality Distribution, Inc., announced estimated preliminary fourth
quarter 2011 results:

   -- For the three-month period ended Dec. 31, 2011, Quality
      expects its total revenue to be approximately $178.0
      million, operating income to be within the range of $13.0
      million to $13.3 million, net income to be within the range
      of $5.5 million to $5.8 million and consolidated adjusted
      EBITDA to be within the range of $17.6 million to $17.9
      million.  Consolidated adjusted EBITDA excludes
      approximately $0.7 million of employee non-cash compensation
      expense;

   -- For the three-month period ended Dec. 31, 2011, Quality
      expects revenue from its energy logistics business to be
      approximately $9.8 million;

   -- Expected operating income for the three-month period ended
      Dec. 31, 2011, includes an insurance premium refund of
      approximately $1.1 million and increased environmental
      expense of approximately $0.7 million;

   -- For the three-month period ended Dec. 31, 2011, Quality
      expects net income to be within the range of $0.22 and $0.23
      per diluted share.  After applying a normalized tax rate of
      39%, Quality expects adjusted net income to be within the
      range of $0.14 to $0.15 per diluted share;

   -- Cash and total debt at Dec. 31, 2011, were approximately
      $4.0 million and $307.1 million, respectively;

   -- Availability under Quality's asset-based revolving credit
      facility was $82.3 million at Dec. 31, 2011, and the
      outstanding borrowings under this facility were $65.5
      million; and

   -- For the three-month period ended Dec. 31, 2011, capital
      expenditures were approximately $17.6 million, of which
      approximately $8.3 million were for purchases of energy
      equipment, and net proceeds from sales of property and
      equipment were approximately $9.2 million, of which
      approximately $7.5 million were primarily for sales of
      energy equipment to affiliates.

"Our anticipated fourth quarter results were in line with our
expectations, reflecting the typical seasonal slowdown versus the
third quarter, and showed significant improvement in year-over-
year earnings," stated Gary Enzor, Chief Executive Officer.  "We
are optimistic about our growth prospects for 2012, especially as
we expand our entry into the shale energy markets."

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

                        http://is.gd/6WEOL5

                    About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30% of the common stock of
Quality Distribution, Inc.

The Company's balance sheet at Sept. 30, 2011, showed $304.31
million in total assets, $410.18 million in total liabilities and
a $105.87 million total shareholders' deficit.

                          *     *     *

As reported by the Troubled Company Reporter on Feb. 18, 2011,
Moody's Investors Service said the $38 million public offering of
4 million shares of Quality Distribution's common stock on Feb. 9,
2011, does not affect Quality's 'Caa1' corporate family and
probability of default ratings with a positive outlook.  However,
Moody's notes that the intended debt reduction at par from $17.5
million of the proceeds would be viewed favorably.

In the Nov. 8, 2010 edition of the TCR, Standard & Poor's Ratings
Services said that it has raised its corporate credit ratings on
U.S.-based Quality Distribution Inc. to 'B' from 'B-'.  S&P also
removed the ratings from CreditWatch, where S&P had placed them
with positive implications on Oct. 28, 2010, following the launch
of the bond offering.  The outlook is stable.

"The rating action reflects the improvement in Quality
Distribution's financial profile after completing its
refinancing," said Standard & Poor's credit analyst Anita Ogbara.
"Following the transaction, S&P expects Quality Distribution to
benefit from lower interest expense, improved cash flow adequacy,
and a substantial reduction in debt maturities over the next few
years."


QUINCY MEDICAL: Jilted Senior Execs May Pursue Buyer
----------------------------------------------------
Bankruptcy Judge Melvin S. Hoffman denied the requests of Apurv
Gupta and Victor Munger, senior executives of Quincy Medical
Center, Inc., for allowance of administrative expense claims under
11 U.S.C. Sec. 503(b)(1) on account of severance pay due them
under QMC's Executive Severance Policy dated Jan. 1, 2011.  QMC
opposes both motions.  Judge Hoffman held that the severance pay
claims of Dr. Gupta and Mr. Munger are unrelated to their salaries
and length of service, and the claims are not entitled to
treatment as expenses of administration under Sec. 503(b)(1).

By letters dated Oct. 7, 2011, QMC terminated Dr. Gupta's and Mr.
Munger's employment without cause effective Oct. 1, 2011 which was
the date when substantially all the assets of QMC and its
affiliates were acquired by a third party purchaser known as
Quincy Medical Center a Steward Family Hospital, Inc.  Since that
time Steward has been operating Quincy Hospital and its ancillary
facilities.

Mr. Munger asserts a $135,000 claim for administrative expenses
against QMC, consisting of a severance pay claim of $90,000,
representing six months' salary, and a claim of $45,000,
representing the minimum three months' salary he would have
received had Steward hired him.

Dr. Gupta asserts a $468,000 administrative expense claim against
QMC, consisting of a severance claim of $312,000, equal to 12
months' salary, and a claim of $156,000, representing 180 days'
salary, because QMC failed to give Dr. Gupta the requisite 180
days' prior notice of termination pursuant to his employment
agreement.

QMC is unwilling to concede that any component of either claim is
entitled to administrative priority treatment. While QMC agrees
with the amount of Mr. Munger's claim it suggests the claim is
properly a claim against Steward.  QMC submits that had Steward
employed Mr. Munger as it was obligated to under the asset
purchase agreement, Steward would have been obliged to retain and
pay him for three months and then upon termination pay him six
additional months' salary under QMC's severance policy.  As for
Dr. Gupta's claim, without accepting any of Dr. Gupta's
alternative claim amounts, QMC invites him as well to pursue
Steward for recovery.

Judge Hoffman noted that by virtue of the sale order, Dr. Gupta
and Mr. Munger may seek to recover from Steward.  Judge Hoffman
will hold a separate hearing on the matter.

A copy of Judge Hoffman's Feb. 13 Memorandum of Decision is
available at http://is.gd/tgXJ9afrom Leagle.com.

                    About Quincy Medical Center

Quincy Medical Center is a 196-bed, nonprofit hospital in Quincy,
Massachusetts.  Quincy Medical Center, Inc. together with two
affiliates, sought Chapter 11 protection (Bankr. D. Mass. Lead
Case No. 11-16394) on July 1, 2011.  John T. Morrier, Esq., at
Casner & Edwards, LLP, in Boston, serves as counsel to the
Debtors.  Navigant Capital Advisor LLC and Navigant Consulting
Inc. serve as financial advisors.  Epiq Bankruptcy Solutions LLC
is the claims, noticing, and balloting agent.

Quincy disclosed assets of $73 million and liabilities of
$79.4 million.  Debt includes $56.4 million owing on secured bonds
issued through a state health-care finance agency.  There is
another $2.5 million secured obligation owing to Boston Medical
Center Corp.  Accrued liabilities are $18.2 million.

On July 12, 2011, the U.S. Trustee for the District of
Massachusetts appointed the Official Committee of Unsecured
Creditors.  Counsel to the Creditors' Committee is Jeffrey D.
Sternklar, Esq., at Duane Morris LLP, in Boston, Massachusetts.
Deloitte Financial Advisory Services LLC is the financial advisor
to the Creditors' Committee.

Quincy sold its hospital facility to Steward Health Care System
LLC, in October 2011 for $52.4 million, not enough for full
payment to secured bondholders owed $56.5 million. The bonds were
issued through a state health-care finance agency.  Nonetheless,
$562,500 -- not subject to bondholders' deficiency claims -- was
set aside for unsecured creditors with claims estimated to total
between $6 million and $7 million.  The disclosure statement
estimated unsecured creditors would recover about 8.4%.

In November 2011, the Court approved the Chapter 11 liquidation
plan.  The Plan was later declared effective on Dec. 7, 2011.


REAL MEX: Court Approves Asset Sale to Noteholders for $126MM
-------------------------------------------------------------
Real Mex Restaurants Inc. won a Delaware bankruptcy court's
approval to sell its 178-restaurant chain and other assets to
noteholders including private equity investors for $126 million in
cash and credit, despite objections from unsecured creditors.

Lance Duroni at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Brendan L. Shannon said he would sign off on the deal after
a court hearing in which the official committee of unsecured
creditors protested the sale.

Dow Jones' DBR Small Cap notes that bondholders won the right to
take over Real Mex in a deal that will leave an estimated $1
million or more worth of bills run up in bankruptcy unpaid.

                         About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to 11-
13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at Milbank, Tweed,
Hadley & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq.,
at Reed Smith LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at
Richards Layton & Finger.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern
LLP.


RESIDENTIAL CAPITAL: S&P Lowers Corporate Credit Rating to 'CC'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term issuer
credit rating on Residential Capital LLC (ResCap) to 'CC' from
'CCC' and its issue-level ratings on ResCap's junior subordinated
and senior unsecured debt to 'C' from 'CC'. "We kept the issuer
credit rating and issue-level ratings on CreditWatch with
negative implications. The 'C' short-term issuer credit rating is
also on CreditWatch negative," S&P said.

"The downgrade reflects our view that ResCap may not have
sufficient liquidity to meet the April 13 maturities on two senior
credit facilities that its parent, Ally Financial Inc., provides,"
said Standard & Poor's credit analyst Brendan Browne. "Ally has
not said whether it will extend the maturities on those facilities
or provide any additional support, meaning ResCap could be forced
into bankruptcy at that time. Under our criteria, a company rated
'CC' is highly vulnerable."

"In November, we lowered our issuer credit rating on ResCap to
'CCC' and placed the ratings on CreditWatch with negative
implications after we lost substantial confidence that Ally would
continue to support the entity," S&P said.

"In recent years, Ally has provided ResCap with billions of
dollars of equity and debt support, enabling ResCap to absorb huge
losses tied to its mortgage activity. Ally recently forgave almost
$200 million of ResCap's debt after the subsidiary reported a
large loss in fourth-quarter 2011 and violated a debt covenant.
The debt forgiveness effectively provided ResCap with additional
equity, bringing it into covenant compliance," S&P said.

"Notwithstanding that support, Ally's management has repeatedly
said that ResCap does not have a 'blank check' from the parent
company and that it intends to protect Ally investors above all
else. On its most recent investor conference call, it would not
say whether it would extend the maturities on ResCap's credit
facilities," S&P said.

"ResCap was a large originator and seller of mortgages during the
housing bubble and has remained one of the top originators and
servicers in the country. It has faced enormous scrutiny and legal
risk over its servicing practices and past originations, and the
company has made some progress over many months to ameliorate
these legacy issues. For instance, on Feb. 9, 2012, it announced a
settlement with the federal government and state attorneys
general to resolve allegations of poor servicing and foreclosure
practices. This was part of a $25 billion settlement with the five
largest servicers in the U.S. ResCap had largely reserved for the
costs associated with settlement as of the end of 2011," S&P said.

"Still, we believe that substantial risk remains regarding
ResCap's legacy mortgage business. The settlement with the federal
government and state attorneys did not prevent the government from
investigating ResCap or other mortgage originators for their prior
sale and packaging of mortgages. In fact, President Obama has
formed a mortgage task force to do that. In addition, several
monoline insurance companies and investors -- including the
Federal Housing Finance Agency -- are trying to force ResCap to
repurchase a portion of the troubled mortgages that it originated
and sold mainly from 2004-2007," S&P said.

"They have alleged ResCap misrepresented the underwriting on some
of the mortgages it originated and sold," S&P said.


RUDY PIPELINE: Moody's Says Structural Changes Modestly Positive
----------------------------------------------------------------
Moody's Investors Service has published an Issuer Comment on Ruby
Pipeline, LLC (Ruby) describing certain developments that have
taken place since the senior unsecured notes were initially rated
Baa3 in October 2011.

RATINGS RATIONALE

Since the date of our initial rating, Ruby has executed a new
service contract and added certain structural enhancements to its
bond indenture including new covenants and a mandatory redemption
requirement. While these changes are credit positive, they are not
material enough to consider a change in the assigned Baa3 rating.

Ruby's underlying rating is supported by the strength of its firm
transportation contracts that generate a stable source of earnings
regardless of the volume that is actually transported through the
pipeline. Contract volumes total 72% of Ruby's capacity and have a
weighted average maturity of 11.5 years. Of the contracted
quantity, 65% is with investment grade shippers.

Ruby Pipeline, L.L.C. is owned by equally by El Paso Corporation
and Global Infrastructure Partners, a private infrastructure fund.
A subsidiary of El Paso Corporation operates Ruby's sole asset, a
1.5 MMDth per day natural gas pipeline that entered service in
July 2011 and runs 680 miles from Opal, Wyoming to Malin, Oregon.

Moody's current ratings for El Paso Corporation and its affiliates
are:

El Paso Corporation:

LT Corporate Family Ratings (domestic currency) Rating of Ba3

Senior Secured Bank Credit Facility (domestic currency) Rating of
Ba2

Senior Unsecured (domestic currency) Rating of Ba3

Senior Unsecured MTN (domestic currency) Rating of (P)Ba3

Subordinate (domestic currency) Rating of B2

Speculative Grade Liquidity Rating of SGL-3

LGD Senior Secured Bank Credit Facility (domestic currency)
Assessment of 28 - LGD2

LGD Senior Unsecured (domestic currency) Assessment of 55 - LGD4

LGD Senior Unsecured MTN (domestic currency) Assessment of 57 -
LGD4

LGD Subordinate (domestic currency) Assessment of 97 - LGD6

Probability of Default Rating of Ba3

BACKED Senior Unsecured (domestic currency) Rating of Ba3

BACKED Subordinate (domestic currency) Rating of B2

El Paso CGP Company:

Senior Unsecured (domestic currency) Rating of Ba3

BACKED Senior Unsecured (domestic currency) Rating of Ba3

BACKED Subordinate (domestic currency) Rating of B2

Colorado Interstate Gas Company:

Senior Unsecured (domestic currency) Rating of Baa3

El Paso Natural Gas Company:

Senior Unsecured (domestic currency) Rating of Baa3

Sonat Inc.:

BACKED Senior Unsecured (domestic currency) Rating of Ba3

Southern Natual Gas Company:

Senior Unsecured (domestic currency) Rating of Baa3

El Paso Tennesse Pipeline Co.:

Senior Unsecured (domestic currency) Rating of Ba3

LGD Senior Unsecured (domestic currency) Assessment of 57 - LGD4

Tennessee Gas Pipeline Company:

Senior Unsecured (domestic currency) Rating of Baa3

El Paso Energy Capital Trust I:

BACKED Pref. Stock (domestic currency) Rating of B2

LGD BACKED Pref. Stock (domestic currency) Assessment of 97 - LGD6

El Paso Pipeline Partners Operating Company:

LT Corporate Family Rating of Ba1

Speculative Grade Liquidity Rating of SGL-3

Probability of Default Rating of Ba1

BACKED Senior Unsecured (domestic currency) Rating of Ba1

BACKED Senior Unsec. Shelf (domestic currency) Rating of (P)Ba1

LGD BACKED Senior Unsecured (domestic currency) Assessment of 50 -
LGD4

Ruby Pipeline, LLC:

Senior Unsecured (domestic currency) Rating of Baa3

The principal methodology used in rating Ruby Pipeline, LLC was
the Natural Gas Pipeline Methodology published in December 2009.


RYLAND GROUP: Vanguard Group Holds 5.1% 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 2,276,341 shares of common stock of
Ryland Group Inc. representing 5.12% of the shares outstanding.  A
full-text copy of the filing is available at http://is.gd/XvP92I

                        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.


SANTANDER BANCORP: Fitch Retains 'bb+' Viability Rating
-------------------------------------------------------
Fitch Ratings has downgraded the Long-term Issuer Default Rating
(IDR) of Santander Bancorp to 'A-' from 'A+'.  This action was
taken as a result of the downgrade of the Long-term IDR of the
parent company, Banco Santander.

The Short-term IDR of Santander Bancorp was affirmed at 'F1', a
level in line with the parent's rating. Since the IDRs of
Santander Bancorp are correlated to those of Banco Santander,
changes in Banco Santander's IDRs result in changes to Santander
Bancorp's IDRs.  The Rating Outlook for Santander Bancorp is
Negative in line with the outlook for Banco Santander.

The multiple-notch downgrade of hybrid instruments reflects of
Fitch's new bank regulatory capital securities rating criteria
entitled 'Rating Bank Regulatory Capital and Similar Securities'
dated December 15, 2011.  A complete list of ratings for Santander
Bancorp and its subsidiaries follows.

Fitch has taken the following rating actions:

Santander Bancorp

  -- Long-term IDR: downgraded to 'A-' from 'A+'; removed from
     Rating Watch Negative; Outlook Negative;
  -- Short-term IDR: affirmed at 'F1'; removed from Rating Watch
     Negative;
  -- Viability Rating: 'bb+' unaffected;
  -- Support Rating: affirmed at '1';
  -- Subordinated debt: downgraded to 'BBB+' from 'A'; removed
     from Rating Watch Negative.

Banco Santander Puerto Rico

  -- Long-term IDR: downgraded to 'A-' from 'A+'; removed from
     Rating Watch Negative; Outlook Negative;
  -- Short-term IDR: affirmed at 'F1'; removed from Rating Watch
     Negative;
  -- Viability Rating: 'bb+' unaffected;
  -- Support Rating: affirmed at '1';
  -- Long-term deposit rating: downgraded to 'A' from 'AA-';
     removed from Rating Watch Negative;
  -- Short-term deposit rating: downgraded to 'F1' from 'F1+';
     removed from Rating Watch Negative.

Santander PR Capital Trust I

  -- Preferred stock: downgraded to 'BB+' from 'A-'; removed from
     Rating Watch Negative.


SEARCHMEDIA HOLDINGS: Partners with Win Media for Tourism Drive
---------------------------------------------------------------
SearchMedia Holdings Limited partnered with multiple local firms
including Win Media and Asia Outdoor to win the tender for
the Hangzhou Tourism Commission's 2012 Overseas Outdoor Campaign.

SearchMedia and its partners will launch a one year, multi-
platform campaign across the United States, the United Kingdom,
Spain, Germany, the Netherlands, Japan and Korea to promote
Hangzhou's tourist attractions.  The Hangzhou Campaign is expected
to bring in approximately $2 million of revenue in total.

Johnny Lo, Chief Operating Officer of SearchMedia, commented, "We
are excited for this achievement on two fronts.  First, winning
the Hangzhou Campaign demonstrates the effectiveness of partnering
with local firms, a new initiative we launched to better target
local commercial and public sector contracts.
Moving forward, we believe this initiative will continue to help
us better target similar contracts.  Furthermore, this project
will be an opportunity for SearchMedia to showcase our
capabilities.  China is recognized as a compelling market for
international advertisers.  This campaign also highlights the
growing trend of domestic Chinese companies advertising
internationally.  We believe this project will bolster our
credentials to lead such future international campaigns."

                         About SearchMedia

SearchMedia is a leading nationwide multi-platform media company
and one of the largest operators of integrated outdoor billboard
and in-elevator advertising networks in China.  SearchMedia
operates a network of high-impact billboards and one of China's
largest networks of in-elevator advertisement panels in 50 cities
throughout China.  Additionally, SearchMedia operates a network of
large-format light boxes in concourses of eleven major subway
lines in Shanghai.  SearchMedia's core outdoor billboard and in-
elevator platforms are complemented by its subway advertising
platform, which together enable it to provide a multi-platform,
"one-stop shop" services for its local, national and international
advertising clients.

Marcum Bernstein & Pinchuk LLP, in New York, expressed substantial
doubt about SearchMedia Holdings' ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring net losses from operations and has a working
capital deficiency.

The Company reported a net loss of $46.6 million on $49.0 million
of revenues for 2010, compared with a net loss of $22.6 million on
$37.7 million of revenues for 2009.


SEARCHMEDIA HOLDINGS: Heartland Advisors Holds 5.8% Equity Stake
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Heartland Advisors, Inc., and William J.
Nasgovitz disclosed that, as of Dec. 31, 2011, they beneficially
own 1,200,000 shares of common stock of Searchmedia Holdings
Limited representing 5.8% of the shares outstanding.  A full-text
copy of the amended filing is available at http://is.gd/Id2jZR

                         About SearchMedia

SearchMedia is a leading nationwide multi-platform media company
and one of the largest operators of integrated outdoor billboard
and in-elevator advertising networks in China.  SearchMedia
operates a network of high-impact billboards and one of China's
largest networks of in-elevator advertisement panels in 50 cities
throughout China.  Additionally, SearchMedia operates a network of
large-format light boxes in concourses of eleven major subway
lines in Shanghai.  SearchMedia's core outdoor billboard and in-
elevator platforms are complemented by its subway advertising
platform, which together enable it to provide a multi-platform,
"one-stop shop" services for its local, national and international
advertising clients.

Marcum Bernstein & Pinchuk LLP, in New York, expressed substantial
doubt about SearchMedia Holdings' ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring net losses from operations and has a working
capital deficiency.

The Company reported a net loss of $46.6 million on $49.0 million
of revenues for 2010, compared with a net loss of $22.6 million on
$37.7 million of revenues for 2009.


SEQUENOM INC: Visium Balanced Ceases to Hold 5% Equity Stake
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Visium Balanced Master Fund, Ltd, and its
affiliates disclosed that, as of Dec. 31, 2011, they do not
beneficially own any shares of common stock of Sequenom, Inc.  As
previously reported by the TCR on June 4, 2010, Visium Balanced
disclosed beneficial ownership of 6,610,626 shares.  A full-text
copy of the amended filing is available at http://is.gd/Ws2WcO

                          About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

Sequenom reported a net loss of $120.85 million on $47.45 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $71.01 million on $37.86 million of total revenue
during the prior year.

The Company also reported a net loss of $51.98 million on
$40.42 million of total revenues for the nine months ended Sept.
30, 2011, compared with a net loss of $98.82 million on $33.70
million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$152.99 million in total assets, $42.13 million in total
liabilities and $110.85 million in total stockholders' equity.

Ernst & Young LLP of San Diego, California, in its audit report
attached to the 2010 financial statements, did not include a going
concern qualification for Sequenom.  E&Y, in its report on the
2009 results, expressed substantial doubt against Sequenom's
ability as a going concern, noting that the Company "has incurred
recurring operating losses and does not have sufficient working
capital to fund operations through 2010."


SIX FLAGS: Moody's Says 'B1' CFR Unaffected by Dividend Increase
----------------------------------------------------------------
Moody's Investors Service said Six Flags Theme Parks Inc.'s (Six
Flags) B1 Corporate Family Rating (CFR) and positive rating
outlook are not affected by Six Flags Entertainment Corporation's
(SFEC; Six Flags' parent) increase in its quarterly dividend to
$0.60 from $0.06, but it is an aggressive credit negative move
that dramatically increases the cash dividend for a company that
is dependent on cyclical discretionary consumer spending and has
sizable potential liquidity needs.

Six Flags' 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 Six Flags' core industry and
believes Six Flags' 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.

SFEC, headquartered in Dallas, TX, is a regional theme park
company that operates 19 North American parks. The park portfolio
includes 15 wholly-owned facilities (including parks near New York
City, Chicago and Los Angeles) and three consolidated partnership
parks - Six Flags over Texas (SFOT), Six Flags over Georgia
(SFOG), and White Water Atlanta - as well as Six Flags Great
Escape Lodge, which is a consolidated joint venture. Six Flags
currently owns 53.0% of SFOT and approximately 29.7% of SFOG/White
Water Atlanta. Revenue including full consolidation of the
partnership parks and joint venture was approximately $997 million
for the LTM period ended 9/30/11.


SOLYNDRA LLC: GOP Threatens White House With Contempt
-----------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that more than two dozen
Republican lawmakers threatened Thursday to hold the White House
in contempt unless it turns over a raft of documents related to
its support for bankrupt solar panel manufacturer Solyndra LLC.

In a letter to White House counsel, the 14 GOP members of the
House Energy and Commerce Committee said they would "pursue all
options available" unless the Obama administration complied with a
Feb. 21 deadline to turn over hundreds of pages of documents,
Law360 relates.

                        About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.  The Committee has tapped
Blank Rome LLP as counsel.

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

Solyndra did not receive acceptable offers to buy the business as
a going concern.  It is going ahead with plans for piecemeal
auctions of the assets to begin Feb. 22.


SPANISH BROADCASTING: Regains Compliance with NASDAQ Requirement
----------------------------------------------------------------
Spanish Broadcasting System, Inc., received notification from the
NASDAQ Stock Market that the Company had regained compliance with
the minimum market value of publicly held shares requirement of
$15,000,000 for a minimum of 10 consecutive business days as set
forth in NASDAQ Listing Rule 5450(b)(2)(C).  Accordingly, the
Company has regained compliance with the Rule and will continue to
be listed on the NASDAQ Global Market.

Previously on Sept. 15, 2011, the Company received a written
deficiency notice from NASDAQ, advising the Company that the
market value of the Company's Class A common stock for the
previous 30 consecutive business days had been below the required
Market Value of Publicly Held Shares Requirement for continued
listing on the NASDAQ Global Market pursuant to the Rule.
Pursuant to NASDAQ Listing Rule 5810(c)(3)(D), the Company was
provided an initial grace period of 180 calendar days, or until
March 13, 2012, to regain compliance with the Rule.

                    About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

The Company's balance sheet at Sept. 30, 2011, showed $495.67
million in total assets, $441.65 million in total liabilities,
$92.34 million in cumulative exchangeable redeemable preferred
stock, and a $38.33 million total stockholders' deficit.

                           *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  The rating outlook is stable.
"The rating action reflects S&P's expectation that, despite very
high leverage, SBS will have adequate liquidity over the
intermediate term to meet debt maturities, potential swap
settlements, and operating needs until its term loan matures on
June 11, 2012," said Standard & Poor's credit analyst Michael
Altberg.


STANFORD INT'L: Judge to Rule on Using SIPC Fund for Victims
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a U.S. district judge in Washington ruled that
whether investors R. Allen Stanford's alleged Ponzi scheme are
entitled to have some of their claims paid by the Securities
Investor Protection Corp. is a decision to be made by a federal
judge, not unilaterally by the Securities and Exchange Commission.

The report recounts that the SEC filed papers with the Washington
district court on Dec. 12 seeking to force SIPC to take over the
liquidation of Stanford's brokerage firm, Stanford Group Co. The
SEC took the position that its decision was final and not
reviewable by any court. SIPC argued that the decision required a
full-blown lawsuit.

According to the report, U.S. District Judge Robert L. Wilkins in
Washington wrote a 13-page opinion on Feb. 9 concluding that
whether the SIPC fund must be used to pay victims in Stanford's
alleged $7 billion fraud is a decision that "must be made by the
court, not unilaterally by the SEC."  Judge Wilkins said it was
"untenable" for the SEC to argue that its decision isn't
reviewable by any court.

               About Stanford International Bank

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.

On Feb. 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and records
of Stanford International Bank, Ltd., Stanford Group Company,
Stanford Capital Management, LLC, Robert Allen Stanford, James M.
Davis and Laura Pendergest-Holt and of all entities they own or
control.  The February 16 order, as amended March 12, 2009,
directs the Receiver to, among other things, take control and
possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The U.S. Securities and Exchange Commission, on Feb. 17, charged
before the U.S. District Court in Dallas, Texas, Mr. Stanford and
three of his companies for orchestrating a fraudulent, multi-
billion dollar investment scheme centering on an US$8 billion
Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not guilty
to 21 charges of multi-billion dollar fraud, money-laundering and
obstruction of justice.  Assistant Attorney General Lanny Breuer,
as cited by Agence France-Presse News, said in a 57-page
indictment that Mr. Stanford could face up to 250 years in prison
if convicted on all charges.  Mr. Stanford surrendered to U.S.
authorities after a warrant was issued for his arrest on the
criminal charges.

The criminal case is U.S. v. Stanford, H-09-342, U.S. District
Court, Southern District of Texas (Houston). The civil case is SEC
v. Stanford International Bank, 3:09-cv-00298-N, U.S. District
Court, Northern District of Texas (Dallas).


STRATUS MEDIA: Amends 41.6 Million Common Shares Offering
---------------------------------------------------------
Stratus Media Group, Inc., filed with the U.S. Securities and
Exchange Commission Amendment No.2 to Form S-1 registration
statement relating to the resale of 3,500,000 shares of the
Company's common stock and up to 10,945,000 issuable upon the
conversion of shares of the Company's Series E Preferred Stock,
5,437,500 shares of the Company's common stock that may be
issuable in the future if the Company elects to pay all mandatory
dividends due in shares of common stock and 21,767,500 shares of
the Company's common stock issuable upon the exercise of warrants
held by some of the Company's securityholders.

The shares of common stock were issued to the selling security
holders in connection with a series of private placements
completed in 2010 and between Feb. 19, 2011, and Jan. 31, 2012.
These shares of preferred stock and warrants were issued to the
selling securityholders in connection with a private placement
that we completed in May 24, 2011.  In the private placement, the
Company sold to eight accredited investors an aggregate of 8,700
Series E Preferred shares, A Warrants to purchase an aggregate of
21,750,000 shares of the Company's Common Stock and B Warrants to
purchase an aggregate of 10,875,000 shares of the Company's Common
Stock.  The Company received gross proceeds of $8,700,000.  The
Company paid $800,000 in commissions and agreed to issue warrants
to placement agents to purchase an aggregate of 3,600,000 shares
of the Company's Common Stock with respect to the private
placement.  The Company also paid a broker-dealer a commission in
connection with the private placement of $100,000 in cash and
agreed to issue such broker-dealer five year warrants to purchase
1,000,000 shares of the Company's Common Stock, at an exercise
price of $ 0.65 per share and warrants to purchase 750,000 shares
issued to a financial advisor, at an exercise price of $0.65 per
share.  The Company agreed to provide "piggyback" registration
rights with respect to shares of the Company's Common Stock
acquired by such broker-dealer upon exercise of the warrants.  The
Company is not selling any shares of common stock in this offering
and therefore will not receive any proceeds from this offering.
The Company will, however, receive the exercise price of the
warrants if and when these warrants are exercised by the selling
securityholders.  The Company will pay the expenses of registering
these shares.

The Company's common stock is traded in the over-the-counter
market and is quoted on the OTC Bulletin Board under the symbol
SMDI.  On Feb. 3, 2012, the last reported price of the Company's
common stock was $ 0.52 per share.

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

                        http://is.gd/l5mbI4

                        About Stratus Media

Santa Barbara, Calif.-based Stratus Media Group, Inc., is an
owner, operator and marketer of live sports and entertainment
events.  Subject to the availability of capital, the Company
intends to aggregate a large number of complementary live sports
and entertainment events across North America and internationally.

The Company ended 2010 with a net loss of $8.41 million on $40,189
of revenues and 2009 with a net loss of $3.40 million on
$0 revenues.

The Company also reported a net loss of $8.19 million on $250,201
of net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $5.40 million on $0 of net revenues for the
same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$9.08 million in total assets, $3.96 million in total liabilities,
and $5.11 million in total equity.

As reported by the TCR on April 29, 2011, Goldman Kurland Mohidin,
LLP, in Encino, California, expressed substantial doubt about
Stratus Media Group's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses and has negative cash flow from operations.


SWISS CHALET: Court Confirms Joint Amended Plan of Reorganization
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico
confirmed the Joint Amended Plan of Reorganization of Swiss
Chalet, Inc., and G.P. West, Inc., as supplemented or modified, on
Feb. 3, 2012.  The disclosure statement was approved by the
Bankruptcy Court on Dec. 20, 2011.

A copy of the Order confirming the Joint Plan of Reorganization is
available for free at:

         http://bankrupt.com/misc/swisschalet.doc226.pdf

As previously reported in the TCR, the shares of the equity
interest holders in GPW and SCI will remain unaltered.

The Class 2(a) Claim of CPG/GS PR NPL, LLC, or "CPG", secured by
substantially all assets of Debtor GPW's assets, will be paid on
the Effective Date by vesting in CPG Island Properties II LLC,
free and clear of all interests, liens (except for any liens for
amounts due to Centro de Recaudaciones de Ingresos Municipales, or
"CRIM"), leases, and encumbrances, unless otherwise requested by
CPG, all of Debtor GPW's realty and all other property of GPW's
securing CPG/GS' claims.

The Class 2(b) Claim of CPG, secured by substantially all assets
of Debtor SCI's assets, will be treated as follows:

A) With respect to the DoubleTree Hotel and Related Assets, CPG/GS
will restructure the debt secured by the DoubleTree Hotel, Gallery
Plaza 5th Floor Commercial, Gallery Plaza Ground Floor Retail, and
Gallery Plaza Parking not part of the residential units
(collectively, the "Hotel Assets").  The restructured loan secured
by the Hotel Assets will be paid at the end of 42 months.

B) With respect to the Atlantis and Gallery Plaza Condominiums,
SCI will transfer or cause to be transferred to CPG Island
Properties II LLC, by writ on the Effective Date, all of the
residential units owned by SCI that serve as collateral for the
Atlantis Condominium Loan and Gallery Plaza Loans, together with
all benefits of contractors' warranties and performance bonds that
may apply, without waiver of construction contractors' liabilities
for warranties, free and clear of all liens, claims, interests,
liabilities, and encumbrances (other than any senior liens by
CRIM); and all the deposits received for the sale of such units,
but subject to all of seller's obligations in respect of such
deposits.

Holders of Class 4(a) Allowed General Unsecured Claims, including
those arising from rejected executory contracts or unexpired
leases, but excluding CPG/GS' Deficiency Claim and Claims from
Insiders and Affiliate, SCI, in full satisfaction of such claims
will be paid on the Effective Date pro-rata from the remaining
balance of the $85,000 GPW Carve-Out after payment of
Administrative Expense Claims and Priority claims in the GPW Case,
estimated at $6,500.

Holders of Allowed General Unsecured Claims considered Insiders,
basically consisting of GPW's Shareholders and Affiliate, SCI,
will condone their claims as of the Effective Date of the Plan,
but only if the Plan is confirmed.  These claimants will not
receive payments under the Plan but are entitled to vote. These
claims amount to $4,932,967.65.

The deficiency claim of CPG's against GPW totaling $2,653,000,
will be dealt with under this Class, will not receive any
dividends as part of this Class, but is entitled to vote to accept
or reject the Plan.

Holders of Class 4(b) Allowed General Unsecured Claims, including
those arising from rejected executory contracts, but excluding
CPG/GS' deficiency claim, those arising from deposits in escrow by
individuals for the purchase of units at Atlantis Condominium, and
those related to Insiders and Affiliates, if any, will be paid in
full satisfaction of such Claims on the Effective Date pro-rata
from the remaining balance of the SCI Carve-Out, after the payment
therefrom of the above listed Administrative Expense Claims,
including allowed professional fees and expenses, Allowed Priority
Tax Claims, and Priority Claims (Class 3 Claims allowed in the
Bankruptcy Case (SCI)).

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

         http://bankrupt.com/misc/swisschalet.doc135.pdf

                    About The Swiss Chalet Inc.

The Swiss Chalet Inc., developed the Gallery Plaza Condominium and
Atlantis Condominium in San Juan, Puerto Rico.  SCI also owns the
DoubleTree Hotel in Condado, San Juan, Puerto Rico, adjacent to
the Gallery Plaza.  SCI filed a Chapter 11 petition (Bankr. D.
P.R. Case No. 11-04414) on May 27, 2011.  Charles A. Cuprill,
P.S.C. Law Offices, in San Juan, P.R., serves as its bankruptcy
counsel.  CPA Luis R. Carrasquillo & Co., P.S.C., serves as its
financial consultants.  In its schedules, the Debtor disclosed
total assets of $115,580,977 and total debts of $138,603,384.  The
petition was signed by Arnold Benus, director.

                          About GP West

GP West, Inc., based in San Juan, Puerto Rico, is engaged in the
rental of residential and non-residential real properties under
the name of GP West, Inc..  GPW owns a non-residential parcel of
land located at the southwest corner of De Diego Avenue and Wilson
Street, San Juan, P.R., which is currently leased to Supermercados
Maximo, Inc.  GPW also owns 8 residential apartments at Gallery
Plaza Condominium, acquired in March 2011 for its affiliate SCI,
6 of which are currently leased to BPP Retail Management, LLC.
GPW filed for Chapter 11 bankruptcy (Bankr. D. P.R. Case No. 11-
04954) on June 9, 2011.  Eduardo J. Corretjer Reyes, Esq., at
Bufete Roberto Corretjer Piquer, in San Juan, P.R., represents the
Debtor in its restructuring effort.  CPA Luis R. Carrasquillo &
Co., P.S.C., serves as financial consultant.  In its schedules,
the Debtor disclosed $13,384,251 in assets and $132,825,590 in
debts.  The petition was signed by Jose Teixidor Mendez,
president.

No trustee or examiner has been appointed in this Chapter 11
case, and no official committee of creditors or otherwise has been
appointed or designated.


TBS INTERNATIONAL: Wins Interim Approval to Use AIG Collateral
--------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court granted
interim approval to TBS International's motion for the continued
use of the AIG collateral, pursuant to Section 363 of the
Bankruptcy Code to provide the Debtors with working capital to
support general vessel maintenance and capital expenditures
required to support operation of the AIG vessels and providing
adequate protection to AIG pursuant to Sections 361, 362, and 363
of the Bankruptcy Code solely to the extent of any diminution in
value of the AIG collateral resulting from the use of such
collateral during the Chapter 11 cases.

The Court scheduled a Feb. 27, 2012 hearing to consider final
approval.

                      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 INTERNATIONAL: Wins Approval to Tap $42.8M Bankruptcy Loan
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that TBS International PLC got
court permission to start spending a $42.8 million bankruptcy loan
that will keep its 41-ship fleet sailing and refresh the company's
finances, which have been worn down by weak overseas trade and
growing fuel costs.

                      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.


TEXASBANC CAPITAL: Fitch Cuts Rating on Preferred Stock to 'BB+'
----------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Ratings (IDRs) of
Compass Bancshares to 'A-' from 'A'.  The action is taken as a
result of the downgrade of the parent company, Banco Bilbao
Vizcaya Argentaria SA's (BBVA) ratings.

Compass Bancshares, Inc.'s (CBSS) ratings were downgraded
reflecting the actions taken on BBVA. Since CBSS's ratings and
Outlook are correlated with those of BBVA, changes in BBVA's
ratings result in changes to CBSS's IDRs and Outlook.

BBVA's long-term IDR was downgraded earlier today to 'A' from 'A+'
and the Rating Outlook revised to Negative from Stable.  CBSSs'
IDRs are currently notched one level below those of its parent,
and move in conjunction with BBVA.

Compass' Viability Ratings (VRs) of 'bbb+', which reflects the
company's standalone strength absent any extraordinary support,
are affirmed.  The affirmation reflects the company's moderating
trends in asset quality, sound capital base, offset by its modest
earnings profile.  While problem asset levels remain elevated, the
bank's level of non-accrual assets has fallen over 40% since the
March 31, 2010 peak level.  CBSS has also been able to reduce its
concentration in construction and land development loans (C&LD), a
portfolio which has exhibited considerable stress over the past
several years.  C&LD loans as a percentage of capital have fallen
to 64% of total risk-based capital at September 30, 2011, down
from 144% at year end (YE) 2009.

The company's capital base remains sound with a Tier 1 common
equity ratio of 11.28% at Dec. 31, 2011.  Capital levels have
benefited through external capital support from BBVA, most notably
in 2009 and 2010.

CBSS's performance over the past several years has been pressured
by large goodwill impairment charges and high credit costs.
Excluding the goodwill charges, reported return metrics are
somewhat below similarly-rated peers.  CBSS, as are others in the
industry, is faced with a difficult operating environment,
including increased regulatory costs, low interest rates, and weak
loan demand.

CBSS has a good funding profile that does not rely excessively on
wholesale funds.  Funding is aided by a large non-interest-bearing
deposit base that consistently represents approximately 28% of
total deposits.

Fitch does not see near-term upward momentum in the company's VR
given the relatively modest earnings profile.  If operating
metrics were to continue to underperform peer averages, CBSS' VR
could be pressured by a downgrade.

Conversely, over the intermediate-to-long term, the VR could be
upgraded if CBSS achieves improved profitability metrics more in
line with peer averages in the 'a-'rating category.  Upward
momentum in ratings would also occur in conjunction with a
continued decline in non-performing assets (NPAs) and the
maintenance of a sound capital profile, though Fitch sees this
scenario as unlikely.

CBSS's long-term and short-term IDR both reflect the institutional
support derived by its ownership by BBVA.  If BBVA's ratings were
downgraded again, CBSS' short-term IDR would be downgraded from
'F1' to 'F2'.

The multiple-notch downgrade of TexasBanc Capital Trust I reflects
application of Fitch's new bank regulatory capital securities
rating criteria entitled 'Rating Bank Regulatory Capital and
Similar Securities' dated Dec. 15, 2011.

The following ratings are downgraded, and removed from Rating
Watch Negative:

Compass Bancshares, Inc.

  -- Long-term IDR to 'A-' from 'A'; Outlook Negative.

Compass Bank

  -- Long-term IDR to 'A-' from 'A'; Outlook Negative;
  -- Long-term deposits to 'A' from 'A+';
  -- Senior unsecured to 'A-' from 'A';
  -- Subordinated debt to 'BBB+' from 'A-'.

TexasBanc Capital Trust I

  -- Preferred stock to 'BB+' from 'BBB+'.

The following ratings affirmed:

Compass Bancshares, Inc.

  -- Short-term IDR at 'F1';
  -- Viability at 'bbb+';
  -- Support at '1'.

Compass Bank

  -- Short-term IDR at 'F1';
  -- Viability at 'bbb+';
  -- Short-term deposits at 'F1';
  -- Support at '1'.


THERMODYNETICS INC: Incurs $173,000 Net Loss in Dec. 31 Quarter
---------------------------------------------------------------
Thermodynetics, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $173,000 on $66,000 of rental income for the three months ended
Dec. 31, 2011, compared with net income of $138,000 on $134,000 of
rental income for the same period a year ago.

The Company reported a net loss of $614,000 on $203,000 of rental
income for the nine months ended Dec. 31, 2011, compared with net
income of $1.11 million on $442,000 of rental income for the same
period during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $3.91 million
in total assets, $3.48 million in total liabilities and $431,000
stockholders' equity.

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

                        http://is.gd/OFvtjg

                       About Thermodynetics

Thermodynetics, Inc., is engaged in managing its real estate and
business holdings, and investing in other companies.  In June 2011
the Company acquired the rights to a software program that is to
be marketed in the wagering industry.  The software is designed to
assist individuals in selecting winning wagers in horse racing
events.

The Company is currently in default on their line of credit and
its long-term mortgages.   During June, 2010, the Company's bank
commenced two legal proceedings.  Certain of the Company's assets
are being offered for sale which, upon consummation of a
successful sale, would be expected to cure the defaults.

TRANS-LUX CORP: Gabelli Funds Discloses 75.2% Equity Stake
----------------------------------------------------------
Gabelli Equity Series Funds, Inc. - The Gabelli Small Cap Growth
Fund disclosed in a Schedule 13G filing with the U.S. Securities
and Exchange Commission that, as of Dec. 31, 2011, it beneficially
owns 14,055,000 shares of common stock of Trans-Lux Corporation
representing 75.2% of the 18,686,923 shares outstanding as
reported in the Company's most recent Form 10-Q for the quarterly
period ended Sept. 30, 2011, assuming the Fund exchanges its
200,000 Series A Convertible Preferred Stock into 10,000,000
Common shares and its 2,000,000 A Warrants into 4,000,000 Common
shares.  A full-text copy of the filing is available for free at:

                        http://is.gd/jixzPo

                    About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

Trans-Lux reported a net loss of $7.03 million on $24.30 million
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $8.79 million on $28.54 million of total revenues
during the prior year.

The Company also reported a net loss of $5.45 million on
$17.12 million of total revenues for the nine months ended Sept.
30, 2011, compared with a net loss of $5.25 million on
$18.73 million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$29.73 million in total assets, $35.31 million in total
liabilities, and a $5.58 million total stockholders' deficit.

As reported by the TCR on April 8, 2011, UHY LLP, in Hartford,
Connecticut, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant recurring losses
from continuing operations and has a significant working capital
deficiency.  In 2009, the Company had a loss from continuing
operations of $8.8 million and has a working capital deficiency of
$16.0 million as of Dec. 31, 2009.  Furthermore, the Company is in
default of the indenture agreements governing its outstanding 9
1/2% Subordinated debentures and its 8 1/4% Limited convertible
senior subordinated notes so that the trustees or holders of 25%
of the outstanding Debentures and Notes have the right to demand
payment immediately.


TRIDENT MICROSYSTEMS: Taps Epping Hermann as Foreign IP Counsel
---------------------------------------------------------------
Trident Microsystems, Inc., et al., seek permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Epping
Hermann Fischer Patentanwaltsgesellschaft mbH as special counsel
for foreign IP matters, nunc pro tunc to Jan. 4, 2012.

The firm will provide legal professional intellectual property
services to the Debtors, including, but not limited to:

   * trademark prosecution work,

   * patent prosecution work,

   * representing the Debtors in cases before the German Patent
     and Trademark Office, the Federal German Patent Court
     (Bundespatentgericht), the European Patent Office, the World
     Organization of Intellectual Property, and the Office of
     Harmonization for the Internal Market; and

   * as coordinating foreign patent prosecution work through
     foreign counsel.

EHF intends to:

   (a) charge for its legal services on an hourly basis and for
       certain enumerated services on a flat fee basis;

   (b) seek reimbursement of actual and necessary out-of-pocket
       expenses;

   (c) seek reimbursement of actual Official fees paid to Patent,
       Trademark and Court Authorities; and

   (d) seek reimbursement of official and professional fees
       invoiced to EHF from foreign IP agents.

The firm's customary hourly rates are:

   German Patent Attorney (including partners)   EUR 275
   European Patent Attorney (including partner)  EUR 275
   Paralegal                                     EUR 140

EHF holds a EUR10,000 retainer from the Debtors, which was paid
before the bankruptcy filing.

Volker Fischer, Esq., founder and partner of EHF, assures the
Court his firm does not hold or represent an interest adverse to
the Debtors.

                   About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $309,992,980 in assets and $39,607,591 in liabilities
as of Oct. 31, 2011.  The petition was signed by David L.
Teichmann, executive VP, general counsel & corporate secretary.


TRIUS THERAPEUTICS: Brian Atwood Discloses 11.4% Equity Stake
-------------------------------------------------------------
Brian G. Atwood and his 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
3,257,141 shares of common stock of Trius Therapeutics, Inc.,
representing 11.41% of the shares outstanding.  As previously
reported by the TCR on June 9, 2011, Mr. Atwood disclosed
beneficial ownership of 3,257,141 shares.  A full-text copy of the
amended filing is available for free at http://is.gd/fpJmhL

                     About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

The Company has incurred losses since its inception and it
anticipates that it will continue to incur losses for at least the
next several years.  The Company does not anticipate that its
existing working capital, including the funds received on
Aug. 6, 2010, from its IPO, alone will be sufficient to fund its
operations through the successful development and
commercialization of torezolid phosphate or any other products it
develops.  As a result, the Company says it will need to raise
additional capital to fund its operations and continue to conduct
clinical trials to support potential regulatory approval of
torezolid phosphate and any other product candidates.

The Company reported a net loss of $23.86 million on $8.03 million
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $22.68 million on $5.01 million of total revenues
during the prior year.

The Company also reported a net loss of $5.73 million on $36
million of total revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $15.11 million on $5.51 million
of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $77.02
million in total assets, $15.64 million in total liabilities and
$61.38 million in total stockholders' equity.

"We are pleased to report our consistent achievement of objectives
since our IPO in August 2010," said Jeffrey Stein, Ph.D.,
president and chief executive officer of Trius.  "We look forward
to continuing our track record of solid execution in our clinical
trials and company development."


TRIUS THERAPEUTICS: Wellington Discloses 11.6% Equity Stake
-----------------------------------------------------------
Wellington Management Company, LLP, disclosed in a Schedule 13G
filing with the U.S. Securities and Exchange Commission that, as
of Jan. 31, 2012, it beneficially owns 4,477,216 shares of common
stock of Trius Therapeutics, Inc., representing 11.65% of the
shares outstanding.  A full-text copy of the filing is available
for free at http://is.gd/RHe6Ma

                      About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

The Company has incurred losses since its inception and it
anticipates that it will continue to incur losses for at least the
next several years.  The Company does not anticipate that its
existing working capital, including the funds received on
Aug. 6, 2010, from its IPO, alone will be sufficient to fund its
operations through the successful development and
commercialization of torezolid phosphate or any other products it
develops.  As a result, the Company says it will need to raise
additional capital to fund its operations and continue to conduct
clinical trials to support potential regulatory approval of
torezolid phosphate and any other product candidates.

The Company reported a net loss of $23.86 million on $8.03 million
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $22.68 million on $5.01 million of total revenues
during the prior year.

The Company also reported a net loss of $5.73 million on $36
million of total revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $15.11 million on $5.51 million
of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $77.02
million in total assets, $15.64 million in total liabilities and
$61.38 million in total stockholders' equity.

"We are pleased to report our consistent achievement of objectives
since our IPO in August 2010," said Jeffrey Stein, Ph.D.,
president and chief executive officer of Trius.  "We look forward
to continuing our track record of solid execution in our clinical
trials and company development."


TROPICANA ENTERTAINMENT: Moody's Assigns B2 CFR; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service assigned first time rating of a B2
Corporate Family Rating to Tropicana Entertainment Inc.
(Tropicana), and a B2 rating to the company's $175 million senior
secured term loan due 2018. Tropicana intends to use the proceeds
of the new term loan to repay approximately $105 million of
existing debt (unrated) that was put in place at the time the
company emerged from bankruptcy, pay fees and expenses and
increase cash balances by about $60 million. The term loan
includes a $75 million accordion feature and will be secured by
substantially all of the company's assets. The term loan will be
guaranteed by Tropicana's wholly owned domestic subsidiaries. The
outlook is stable.

Ratings assigned:

Corporate Family Rating at B2

Probability of Default Rating at B3

$175 million senior secured term loan due 2018 at B2 (LGD 3, 31%

RATINGS RATIONALE

Tropicana's B2 Corporate Family Rating reflects the company's
small scale, in terms of revenue and its thin operating margins,
and the need for Tropicana to absorb new supply entering two of
its top three markets in 2012 -- Atlantic City, NJ and Baton
Rouge, LA. Atlantic City and Baton Rouge accounted for about 40%
of total property EBITDA during the last twelve months ended
September 30, 2011. The ratings reflect ongoing regional
macroeconomic pressures in some of its key markets, especially
Atlantic City, NJ, and its limited operating history under the
current management team. Additionally, the ratings take into
consideration the need for extensive capital improvements at the
company's Atlantic City property in order to meet management's
goal of increasing the property's market share after years of poor
management by the previous owner and given the length of time the
company was in bankruptcy.

Positive rating considerations include the company's moderate pro-
forma leverage and good interest coverage and some geographic
diversification as four of its nine properties make up more than
90% of Tropicana's property level EBITDA, including the relatively
stable market position of Casino Aztar in southern Indiana.
Moody's estimates Tropicana's pro forma debt/EBITDA is
approximately 3.0 times and EBIT/interest is about 3.7 times
(including Moody's standard adjustments). The company's good
liquidity position, (pro forma cash balances around $210 million),
moderate leverage and good interest coverage, provides the company
with needed cushion to absorb the anticipated negative impact on
earnings caused by the increase in supply in key markets.

The stable rating outlook reflects Moody's view that Tropicana can
absorb potential pressure on earnings and credit metrics caused by
supply increases in Atlantic City and Baton Rouge and maintain
debt/EBITDA below 3.5 times and EBIT/interest around 3.0 times.

Ratings could rise if Tropicana is able to grow EBITDA and margins
despite new supply pressure while maintaining good liquidity.
Ratings could be lowered if the competitive environment impacts
earnings more than currently anticipated causing Tropicana's
already thin operating margins to decline.

The principal methodology used in rating Tropicana Entertainment,
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.

Tropicana Entertainment Inc. is an owner and operator of regional
casino and entertainment properties including three casinos in
Nevada, two casinos in Mississippi, and one casino in each of
Indiana, Louisiana and New Jersey. The company also owns one
casino resort development located on the island of Aruba.
Tropicana Entertainment Inc. is majority owned by Icahn
Enterprises LP. The company generates approximately $620 million
in net revenues annually.


TROPICANA ENTERTAINMENT: S&P Assigns 'BB-' Corp. Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Las Vegas-based Tropicana Entertainment Inc. The
rating outlook is stable.

"At the same time, we assigned Tropicana's proposed $175 million
senior secured term loan due 2018 our 'BB+' issue-level rating
(two notches higher than our 'BB-' corporate credit rating on the
company). We assigned this debt a recovery rating of '1',
indicating our expectation of very high (90% to 100%) recovery for
lenders in the event of payment default," S&P said.

"Tropicana will use the proceeds from the proposed new term loan
to repay its existing $150 million credit facilities (under which
there was $105 million of debt outstanding as of Sep. 30, 2011),
and add cash to the balance sheet. The company emerged from
bankruptcy in March 2010 and the existing debt was put into place
during the bankruptcy process," S&P said.

"Our 'BB-' corporate credit rating on Tropicana reflects our
assessment of the company's financial risk profile as
'aggressive,' and our assessment of the company's business risk
profile as 'weak,' according to our criteria," S&P said.

"Our assessment of Tropicana's financial risk profile as
aggressive reflects adjusted leverage that we expect to track in
the low-3x area, because we believe competition in two of the
company's key markets will pressure performance over the course of
2012 and 2013 and drive leverage up moderately from levels
anticipated pro forma for the proposed transaction," said Standard
& Poor's credit analyst Carissa Schreck. In addition, upon close
of the transaction, Tropicana will have over $200 million of cash
on its balance sheet. We expect the company to actively seek
investment opportunities with these funds, as well as potentially
incur incremental debt, over the intermediate term," S&P said.

"Our assessment of Tropicana's business risk profile as weak
reflects its geographically diverse portfolio, but also considers
significant competitive pressures the company faces at some of its
key properties. Tropicana owns and operates eight gaming
facilities in the U.S. and one in Aruba. Over the next two years,
competition will intensify as new properties open in Atlantic
City, N.J., and Baton Rouge, La. We estimate Tropicana's Atlantic
City and Baton Rouge properties currently are over 50% of the
company's net revenue," S&P said.


ULURU INC: Gets Notice From NYSE on Continued Listing Standards
---------------------------------------------------------------
ULURU Inc. disclosed that the Company has received notice from the
NYSE Amex, dated Feb. 3, 2012, indicating that the Exchange has
accepted the Company's plans of compliance and granted the Company
an extension until April 2, 2012 to regain compliance with the
continued listing standards of Section 1003(a)(iv) of the
Exchange's Company Guide and an extension until March 21, 2013 to
regain compliance with the continued listing standards of Section
1003(a)(iii) of the Exchange's Company Guide.

Previously, the Company had received notice from the Exchange,
dated Dec. 5, 2011, that the Company did not meet the provisions
of Section 1003(a)(iv) since the Company has sustained losses
which are so substantial in relation to its overall operations or
its existing financial resources, or its financial condition has
become so impaired that it appears questionable, in the opinion of
the Exchange, as to whether the Company will be able to continue
operations and/or meet its obligations as they mature.  The
Company had also received a previous notice from the Exchange,
dated Sept. 21, 2011, that the Company was below the Exchange's
stockholders' equity continued listing standards and did not meet
the provisions of Section 1003(a)(iii) since the Company reported
stockholders' equity of less than $6,000,000 at June 30, 2011 and
has incurred losses from continuing operations and/or net losses
in its five most recent fiscal years ended Dec. 31, 2010.

The Company will be subject to periodic review by Exchange Staff
during the extension period.  Failure to make progress consistent
with the plans or to regain compliance with the continued listing
standards by the end of each applicable extension period could
result in the Company being delisted from the Exchange.

                      About ULURU Inc.

ULURU Inc. is a specialty pharmaceutical company focused on the
development of a portfolio of wound management and oral care
products to provide patients and consumers improved clinical
outcomes through controlled delivery utilizing its innovative
Nanoflex(TM) Aggregate technology and OraDisc(TM) transmucosal
delivery system.


U.S. 19: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: U.S. 19 Land Trust No. 99
        10619 US Highway 19
        Port Richey, FL 34668

Bankruptcy Case No.: 12-01855

Chapter 11 Petition Date: February 10, 2012

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: Caryl E. Delano

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: $2,213,851

Scheduled Liabilities: $6,319,965

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb12-01855.pdf

The petition was signed by Nagender Reddy (Hanar, LLC) &
Kotamreddy Reddy (VLG Hosp), trustee and beneficiary.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
VLG Hospitality, LLC                   12-01689   02/07/12


VITESSE SEMICONDUCTOR: Linden Ceases to Hold 5% Equity Stake
------------------------------------------------------------
Linden Capital LP 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
588,888 shares of common stock of Vitesse Semiconductor
Corporation representing 2.35% of the shares outstanding.  As
previously reported by the TCR on Feb. 2, 2011, Linden Capital
disclosed beneficial ownership of 1,425,918 shares.  A full-text
copy of the amended filing is available for free at:

                        http://is.gd/nTkogI

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

Vitesse Semiconductor Corporation filed with the U.S. Securities
and Exchange Commission, its Annual Report on Form 10-K reporting
a net loss of $14.81 million on $140.96 million of net revenues
for the year ended Sept. 30, 2011, compared with a net loss of
$20.05 million on $165.99 million of net revenues during the prior
year.

The Company's balance sheet at Dec. 31, 2011, showed $58.84
million in total assets, $87.25 million in total liabilities and a
$28.41 million total stockholders' deficit.


WASHINGTON MUTUAL: Files Emergency Motion to Move Hearing
---------------------------------------------------------
BankruptcyData.com reports that Washington Mutual filed with the
U.S. Bankruptcy Court an emergency motion to adjourn the hearing
on the motion of the Policemen's Annuity and benefit Fund of the
City of Chicago, Boilermakers National Annuity Trust and Doral
Bank of Puerto Rico and together with Chicago PABF and
Boilermakers (the MBS Plaintiffs) for an order certifying class
for the purposes of the class claim, pursuant to Federal Rule of
Civil Procedure 23 and Bankruptcy Rule 7023.

The objection explains, "If the past is an indicator of the
future, the. . . confirmation hearing will be lengthy, will
involve multiple witnesses, and will include arguments and
objections from numerous parties and individuals. . .
kll\There is no need to further burden the Debtors, other parties
in interest, or the Court with a hearing on the MBS Plaintiffs'
Motion in the midst of what will undoubtedly be a complex and
contested confirmation hearing for the Seventh Amended Plan.
Instead, the Court should focus only on the items directly related
to confirmation, or required for confirmation."

                        About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators. The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns
100% of the equity in WMI Investment. When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695. WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP. The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee. The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion
determining that the global settlement agreement, among certain
parties including WMI, the Federal Deposit Insurance Corporation
and JPMorgan, upon which the Plan is premised, and the
transactions contemplated therein, are fair, reasonable, and in
the best interests of WMI. However, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

WaMu filed a Modified Sixth Amended Joint Plan and a related
Supplemental Disclosure Statement, which it believes would address
the Bankruptcy Court's concerns.

On Sept. 13, 2011, Judge Walrath denied confirmation of WaMu's
Modified Sixth Amended Plan and granted equity committee standing
to prosecute claims for equitable disallowance but stayed the
ruling pending mediation.

WaMu said it would seek confirmation of a revised plan "as soon as
practicable."

The Plan proposes to pay more than $7 billion to creditors and
incorporates a global settlement agreement resolving issues among
the Debtors, JPMorgan Chase, the Federal Deposit Insurance Corp.
in its corporate capacity and as receiver for WaMu Bank, certain
large creditors, certain WMB senior noteholders, and the
creditors' committee. The Settlement Noteholders are Appaloosa
Management, L.P., Aurelius Capital Management LP, Centerbridge
Partners, LP, and Owl Creek Asset Management, L.P.


WILCOX EMBARCADERO: Status Conference Set for Feb. 28
-----------------------------------------------------
The Bankruptcy Court scheduled a Status Conference in the Chapter
11 case of Wilcox Embarcadero Associates, LLC, for Feb. 28, 2012,
at 1:30 p.m. at Oakland Room 201-Efremsky.  The Debtor is required
to file a Status Conference Statement today, Feb. 14.

Wilcox Embarcadero Associates, LLC, filed a Chapter 11 petition in
Oakland (Bankr. N.D. Calif. Case No. 12-40758) on Jan. 26, 2012.
Wilcox operates a commercial building, leasing warehouse,
wholesale, retail and office space.  Wilcox operates in the Bay
Area and has been in business for 10 years.  The Debtor says it is
a single asset real estate case.

The Debtor disclosed $10.2 million in assets and under $8.6
million in liabilities in its schedules.  The Debtor's property
secures an $8.55 million debt to Wells Fargo and Owens Mortgage
Investment Fund, LP.

The Debtor said it incurred financial difficulty when its primary
lender, the holder of the First Deed of Trust, refused to extend,
modify or refinance the loan. The Debtor is in negotiations with a
new lender to take out the lender, but needs more time to
accomplish this task.

Judge Roger L. Efremsky presides over the case.  Steele, George,
Schofield & Ramos LLP serves as the Debtor's reorganization
counsel.


WILCOX EMBARCADERO: Sec. 341 Creditors' Meeting Set for March 14
----------------------------------------------------------------
The United States Trustee in Oakland, California, will convene a
Meeting of Creditors pursuant to 11 U.S.C. Sec. 341(a) in the
bankruptcy case of Wilcox Embarcadero Associates, LLC, on Feb. 27,
2012, at 2:00 p.m. at Oakland U.S. Trustee Office.

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 in the case by May 29, 2012.

                About Wilcox Embarcadero Associates

Wilcox Embarcadero Associates, LLC, filed a Chapter 11 petition in
Oakland (Bankr. N.D. Calif. Case No. 12-40758) on Jan. 26, 2012.
Wilcox operates a commercial building, leasing warehouse,
wholesale, retail and office space.  Wilcox operates in the Bay
Area and has been in business for 10 years.  The Debtor says it is
a single asset real estate case.

The Debtor disclosed $10.2 million in assets and under $8.6
million in liabilities in its schedules.  The Debtor's property
secures an $8.55 million debt to Wells Fargo and Owens Mortgage
Investment Fund, LP.

The Debtor said it incurred financial difficulty when its primary
lender, the holder of the First Deed of Trust, refused to extend,
modify or refinance the loan. The Debtor is in negotiations with a
new lender to take out the lender, but needs more time to
accomplish this task.

Judge Roger L. Efremsky presides over the case.  Steele, George,
Schofield & Ramos LLP serves as the Debtor's reorganization
counsel.


WILCOX EMBARCADERO: Taps Steele George as Bankruptcy Counsel
------------------------------------------------------------
Wilcox Embarcadero Associates, LLC, seeks Bankruptcy Court
permission to employ Steele, George, Schofield & Ramos LLP as its
reorganization counsel.

According to papers filed by the Debtor in court, Steele George
has extensive experience in the bankruptcy courts in the Northern
District of California. Its lead attorney, Alan E. Ramos, Esq.,
has represented debtors and creditors as counsel and has been
appointed as reorganization consultant for debtors and creditors
and assisted trustees in several bankruptcy cases.  Mr. Ramos has
been a member of the State Bar of California since 2001 and
admitted to practice in the United States District Court for the
Northern District of California since 2003.

The Debtor believes that Steele George does not hold or represent
an interest adverse to the Debtor or the Debtor's bankruptcy
estate and is a "disinterested person" as that term is defined in
Bankruptcy Code Sec. 101(14).

The Debtor has agreed to pay Steele George its standard hourly
rate. The principal attorney designated to represent the Debtor in
the case is Alan E. Ramos; his standard hourly rate is: $400.

Other attorneys and paralegals may from time to time perform
services for the Debtor. The hourly rates charged by those
individuals will not exceed $400 per hour for attorneys or $150
per hour for paralegals.

In a separate filing, the Debtor asks the Court to designate
Jeffrey A. Wilcox, the Debtor's managing member, as responsible
individual for the Debtor, pursuant to B.L.R. 4002-1.

                About Wilcox Embarcadero Associates

Wilcox Embarcadero Associates, LLC, filed a Chapter 11 petition in
Oakland (Bankr. N.D. Calif. Case No. 12-40758) on Jan. 26, 2012.
Wilcox operates a commercial building, leasing warehouse,
wholesale, retail and office space.  Wilcox operates in the Bay
Area and has been in business for 10 years.  The Debtor says it is
a single asset real estate case.

The Debtor disclosed $10.2 million in assets and under $8.6
million in liabilities in its schedules.  The Debtor's property
secures an $8.55 million debt to Wells Fargo and Owens Mortgage
Investment Fund, LP.

The Debtor said it incurred financial difficulty when its primary
lender, the holder of the First Deed of Trust, refused to extend,
modify or refinance the loan. The Debtor is in negotiations with a
new lender to take out the lender, but needs more time to
accomplish this task.

Judge Roger L. Efremsky presides over the case.


WILLIAM LYONS: Wins Court Nod for Plan to Cut Debt by 36%
---------------------------------------------------------
William Lyon Homes won court approval Friday to proceed with a
reorganization plan that will slash the homebuilder's debt load by
36% and infuse the company with $85 million in new equity capital.

U.S. Bankruptcy Judge Christopher S. Sontchi signed off on the
prepackaged plan after a court hearing where the proposal went
unopposed, according to Law360.

Judge Sontchi previously entered an order authorizing the Debtors'
employment of Alvarez & Marsal North America, LLC, as their
financial advisors.

William Lyon has filed a request for permission to employ Jackson
Demarco Tidus Peckenpaugh as special counsel.

JDTP will, among other things:

   -- provide non-bankruptcy advise to the Company and assist the
bankruptcy counsel with respect to legal issues arising in or
relating to the Company's ordinary course of business; and

   -- perform the range of services historically provided to the
Debtors by JDTP and normally associated with matters handled by
the Company's special corporate litigation.

                     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 North America 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.

No creditors committee has yet been appointed by the Office of the
U.S. Trustee.


WINDSTREAM CORP: S&P Assigns 'BB+' Senior Secured Term Loan A-3
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' issue-level
rating on Little Rock-based incumbent local exchange carrier
(ILEC) Windstream Corp.'s amended and restated $2.8 billion senior
secured credit facility and assigned its 'BB+' issue-level rating
to the company's proposed $280 million senior secured term loan A-
3. The recovery rating is '1', which indicates expectations for
very high (90%-100%) recovery in the event of payment default.

This credit facility amends and restates the term loans in the
credit agreement by extending the maturity and resetting the
amortization of the existing A-2 tranche while creating a new A-3
tranche. The amended facility will consist of a $1.25 billion
revolver, a $172 million term loan A-2 due 2013 -- a portion of
which will be extended to 2016, a $284 million term loan B-1 due
2013, a $1.05 billion term loan B-2 due 2015, and the new $280
million term loan A-3.

"Our 'BB-' corporate credit rating and stable outlook on
Windstream are not affected by the new debt since we expect the
company to use the proceeds to repay $280 million outstanding
under the revolver; we therefore believe that pro forma leverage
of about 3.9x should remain unchanged," S&P said.

"The ratings on Windstream reflect an aggressive shareholder-
oriented financial policy with a commitment to a substantial
common dividend, which limits potential debt reduction; an
aggressive acquisition strategy; and a 'weak' business risk
profile characterized by competitive pressures from wireless
substitution and cable telephony, with resultant ongoing access-
line losses. Through a series of acquisitions, the company has
also increased its exposure to business segments with even greater
competition, including competitive local exchange carriers, which
have weak margins and depend on the incumbent local telephone
company to provide services," S&P said.

Tempering factors include the company's solid market position as
the leading provider of local and long-distance telecommunications
services in somewhat less competitive and geographically diverse
secondary and tertiary markets, growth from digital subscriber-
line (DSL) services, still-healthy EBITDA margins, and solid free
operating cash flow.

Ratings List

Windstream Corp.
Corporate Credit Rating                 BB-/Stable/--

New Ratings

Windstream Corp.
$280 mil senior secured term loan A-3   BB+
   Recovery Rating                       1

Ratings Affirmed

Windstream Corp.
Senior Secured
  Amended & extended cred fac            BB+
   Recovery Rating                       1


WOOD COTTON: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Wood Cotton Management, Inc.
        14 Chardonnay Road
        Commack, NY 11725

Bankruptcy Case No.: 12-10402

Chapter 11 Petition Date: February 10, 2012

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

Debtor's Counsel: J. Nevin Smith, Esq.
                  SMITH CONERLY LLP
                  402 Newnan Street
                  Carrollton, GA 30117
                  Tel: (770) 834-1160
                  Fax: (770) 834-1190
                  E-mail: cstembridge@smithconerly.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 11 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ganb12-10402.pdf

The petition was signed by Peter Tu, president.


YRC WORLDWIDE: Deutsche Bank Ceases to Hold 5% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Deutsche Bank AG disclosed that, as of
Jan. 31, 2012, it beneficially owns 208,678 shares of common stock
of YRC Worldwide Inc. representing 3.05% of the shares
outstanding.  As of Dec. 30, 2011, Deutsche Bank beneficially owns
379,083 shares or 5.54% equity stake.  A full-text copy of the
amended filing is available for free at http://is.gd/Sm7nBh

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

KPMG LLP's audit reports on the consolidated financial statements
of YRC Worldwide Inc. and subsidiaries for 2009 and 2010 each
contain an explanatory paragraph that states that the Company has
experienced significant declines in operations, cash flows and
liquidity and these conditions raise substantial doubt about the
Company's ability to continue as a going concern.

The Company also reported a net loss of $264.93 million on
$3.65 billion of operating revenue for the nine months ended Sept.
30, 2011, compared with a net loss of $346.89 million on $3.24
billion of operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $2.68
billion in total assets, $2.94 billion in total liabilities and a
$262.67 million total shareholders' deficit.

                          *     *     *

In January 2011, Standard & Poor's Ratings Services placed its
'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on
CreditWatch developing.  At the same time, S&P is withdrawing the
existing issue level ratings on Yellow Corp.'s senior unsecured
debt, given the negligible amounts outstanding.

"The ratings on Overland Park, Kan.-based YRCW reflect its near-
term liquidity challenges, meaningful off-balance-sheet contingent
obligations related to multiemployer pension plans, as well as its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Standard & Poor's credit analyst Anita
Ogbara.  "YRCW's substantial (albeit deteriorating) market
position in the less-than-truckload (LTL) sector, which has high
barriers to entry, partially offsets these characteristics.  We
characterize YRCW's business profile as weak, financial profile as
highly leveraged, and liquidity as weak."

In the Aug. 2, 2011, edition of the TCR, Moody's Investors Service
revised YRC Worldwide Inc.'s Probability of Default Rating ("PDR")
to Caa2\LD ("Limited Default") from Caa3 in recognition of the
agreed debt restructuring which will result in losses for certain
existing debt holders.  In a related action Moody's has raised
YRCW's Corporate Family Rating to Caa3 from Ca to reflect modest
but critical improvements in the company's credit profile that
should result from its recently-completed financial restructuring.
The positioning of YRCW's PDR at Caa2\LD reflects the completion
of an offer to exchange a substantial majority of the company's
outstanding credit facility debt for new senior secured credit
facilities, convertible unsecured notes, and preferred equity,
which was completed on July 22, 2011.

As reported by the TCR on May 5, 2011, Fitch Ratings downgraded
YRC's Issuer default rating to 'C' from 'CC'; Secured bank credit
facility rating downgraded to 'CCC/RR2' from 'B-/RR2'; and Senior
unsecured rating affirmed at 'C/RR6'.  In addition, Fitch has
removed YRCW's ratings from Rating Watch Negative.  Fitch said
that although it appears increasingly likely that the company will
successfully complete the restructuring, until the transactions
constituting the restructuring close, which is not anticipated
until late July 2011, there exists a potential for the transaction
to fail, in which case Fitch expects the company would be forced
to file for Chapter 11 bankruptcy protection.


ZALE CORP: Bank of New York Ceases to Hold 5% Equity Stake
----------------------------------------------------------
The Bank of New York Mellon Corporation disclosed in an amended
Schedule 13G filing with the U.S. Securities and Exchange
Commission that, as of Jan. 31, 2012, it beneficially owns
460,857 shares of common stock of Zale Corporation representing
1.43% of the shares outstanding.  A full-text copy of the filing
is available for free at http://is.gd/0G02wT

                       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.


ZIP SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Zip Systems, Inc.
        38 Old Complain Road
        Hillsborough, NJ 08844

Bankruptcy Case No.: 12-13276

Chapter 11 Petition Date: February 10, 2012

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Kathryn C. Ferguson

Debtor's Counsel: Anthony J. Pasquariello, Esq.
                  305 E. Main Street
                  Rockaway, NJ 07866
                  Tel: (201) 410-8253
                  Fax: (973) 784-4515
                  E-mail: tonyplaw@optonline.net

Scheduled Assets: $1,124,563

Scheduled Liabilities: $1,918,788

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/njb12-13276.pdf

The petition was signed by John W. Weigele, president.


ZOGENIX INC: Chicago Growth Discloses 4.2% Equity Stake
-------------------------------------------------------
Chicago Growth Partners II, LP, 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
2,962,327 shares of common stock of Zogenix, Inc., representing
4.2% of the shares outstanding.  A full-text copy of the filing is
available for free at http://is.gd/lyzoSm

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

As reported in the TCR on March 8, 2011, Ernst & Young LLP, in San
Diego, Calif., expressed substantial doubt about Zogenix's ability
to continue as a going concern, following the Company's 2010
results.  The independent auditors noted that of the Company's
recurring losses from operations and lack of sufficient working
capital.

The Company also reported a net loss of $60.19 million on
$29.67 million of total revenue for the nine months ended Sept.
30, 2011, compared with a net loss of $71.42 million on $14.63
million of total revenue for the same period during the prior
year.

The Company's balance sheet at Sept. 30, 2011, showed
$116.88 million in total assets, $86.71 million in total
liabilities and $30.16 million in total stockholders' equity.


ZOO ENTERTAINMENT: Michael Self Discloses 3.9% Equity Stake
-----------------------------------------------------------
Michael Self and his 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 313,996 shares of
common stock of Zoo Entertainment, Inc., representing 3.92% of the
shares outstanding.  A full-text copy of the amended filing is
available for free at http://is.gd/Dvx7DE

                      About Zoo Entertainment

Cincinnati, Ohio-based Zoo Entertainment, Inc. (NASDAQ CM: ZOOG)
is a developer, publisher and distributor of interactive
entertainment for Internet-connected consoles, handheld gaming
devices, PCs, and mobile devices.

The Company reported a net loss of $19.74 million on $8.59 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $837,000 on $43.71 million of revenue for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $6.19
million in total assets, $13.03 million in total liabilities and a
$6.84 million total stockholders' deficit.

As reported in the TCR on Apr 26, 2011, EisnerAmper LLP, in
Edison, N.J., expressed substantial doubt about Zoo
Entertainment's ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company has both incurred losses and experienced net cash
outflows from operations since inception.


* Straddling Taxes May Be Stretched Out Under Plan
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that individuals in Chapter 13 have the right to pay
"straddling income tax claims" over the life of the plan, U.S.
District Judge David M. Lawson in Detroit ruled on Feb. 10.
The case is, State of Michigan v. Wilson (In re Wilson),
10-12886, U.S. District Court, Eastern District Michigan
(Detroit).


* Restaurants Adapt to Prolonged U.S. Economic Recovery
-------------------------------------------------------
The prolonged recovery of the U.S. economy has forced
restaurateurs to adapt to a "new normal," one in which they are
now more efficient and innovative as they have learned to deal
with a difficult sales and profit environment.  This is one of
many topics discussed in CIT's "2012 U.S. Restaurant Industry
Outlook," featuring Bob Bielinski, Managing Director and head of
the Restaurant Industry practice for CIT Group Inc.

According to Mr. Bielinski, as restaurant companies competed for
market share during the prolonged recovery of the U.S. economy,
they were forced to get more efficient and innovative as they
dealt with the difficult sales and profit environment.  "As a
result, consumers saw improved quality on food, new product
offerings, and value pricing," says Mr. Bielinski. "In turn,
customers are going to keep that better restaurant experience, and
the company's profit margins should be increased when business
improves."

"M&A activity was good in 2010 and accelerated in 2011, making it
an extremely strong year," says Mr. Bielinski. "For 2012 I think
you are going to see a slower pace than you have over the past two
years. There will be fewer headline transactions because of the
dramatic turnover that's already taken place in private equity
portfolios."

The outlook for 2012 is that funding will be readily available for
restaurant companies and franchisees. "I think debt for large- and
middle-market restaurant companies will be readily available in
2012, just like it was in 2011," says Mr. Bielinski. "After a
volatile fall and winter, the debt markets closed 2011 in very
strong fashion. So long as there isn't an economic downturn in
2012, lenders will continue to fund restaurant companies."

Social media has had a huge impact on the restaurant industry,
allowing restaurant companies to communicate with their customers,
and for their customers to communicate with each other. However,
some question the long-term benefits of the daily deal sites.  Mr.
Bielinski comments, "There is a debate among restaurateurs as to
whether the Groupon user will become a long-term customer. If the
Groupon user is just a coupon chaser and moves from your
restaurant to the next restaurant offering a deal, there is not
much benefit for the restaurateur."

According to the National Restaurant Association, close to 10
percent of the United States' workforce is employed by the
restaurant industry, which makes it one of the nation's largest
private sector employers. In addition, the restaurant industry
gained back all of the jobs lost in the recession as of November
2011, with the industry currently providing 105,000 more jobs than
it did at the pre-recession peak.


* Florida Lawyer Barred From Court for Bad Language
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Florida lawyer Kevin C. Gleason had his 60-day
suspension from practice in bankruptcy court upheld by a district
judge in West Palm Beach.

The report relates that all seven bankruptcy judges in the
Southern District of Florida held a hearing together, after which
they wrote an opinion in September suspending Gleason for 60 days
on account of making "disrespectful and impertinent" attacks on
U.S. Bankruptcy Judge John K. Olson in Fort Lauderdale.  U.S.
District Judge Kenneth A. Marra upheld the sanction.  He said that
Gleason's accusations about Olson were "unprofessional, rude,
insulting and disrespectful."

According to the report, Judge Marra said Mr. Gleason couldn't use
the First Amendment "to shield himself from the imposition of
sanctions for his deplorable and unprofessional conduct."

The report recounts that among other things, Mr. Gleason had said
in a filing in bankruptcy court, when referring to Judge Olson,
"It is sad when a man of your intellectual ability cannot get it
right when your own record does not support your half-baked
findings."  In addition to precluding Gleason from practicing in
bankruptcy courts in southern Florida for two months, the
bankruptcy judges referred the matter the Florida Bar Association
for disciplinary proceedings.

The case is In re Gleason, 11-62406, U.S. Bankruptcy Court,
Southern District of Florida (West Palm Beach).


* Linklaters Grabs Spot as Law360's Largest Bankruptcy Group
------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that with nearly twice as
many dedicated bankruptcy attorneys as the next-largest group,
Linklaters LLP's restructuring and insolvency practice has lawyers
stationed throughout the world, prepared to handle the most
complex and challenging domestic and cross-border cases.

Linklaters' restructuring team, with 316 dedicated bankruptcy
attorneys, is followed by Latham & Watkins LLP and its 185
attorneys and Baker & McKenzie LLP, which boasts 159, according to
the Law360 Bankruptcy 100 list.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/


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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.

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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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