TCR_Public/120216.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, February 16, 2012, Vol. 16, No. 46

                            Headlines

1225 MCBRIDE: Court Approves McCarter & English as Counsel
1225 MCBRIDE: Files Schedules of Assets and Liabilities
8 ALPINE: Case Summary & 13 Largest Unsecured Creditors
94TH AND SHEA: Wants RythCycle and SF Sourdough Leases Approved
ACE AVIATION: Seeks Shareholder Approval to Wind Up Operations

ALLEN FAMILY: Wants Exclusive Right to File Plan Thru June 5
ALLIED SECURITY: Moody's Says Special Dividend No Impact on CFR
ALPHA WAREHOUSE: Case Summary & 20 Largest Unsecured Creditors
AMERICAN AXLE: JB Investments Discloses 6.9% Equity Stake
AMERICAN AIRLINES: FA Union Joins Protest Over-Reaching Cuts

ARAMARK CORP: S&P Affirms 'B+' Corporate; Outlook Hiked to Stable
ARCHBROOK LAGUNA: Court Dismisses Chapter 11 Cases
ASARCO LLC: Wins $132.8 Million Judgment Against Sterlite
ASSOCIATED ASPHALT: Moody's Assigns 'B2' Corporate Family Rating
AUTOS VEGA: Court OKs Euroclass Further Access to Cash Collateral

AUTOS VEGA: Euroclass Unsecured Claims to Have 13% Recovery
BEACON POWER: Sale to Rockland Capital Approved
BEAZER HOMES: Commences Exchange Offers of Conver. Notes & Units
BEAZER HOMES: BlackRock Discloses 5.4% Equity Stake
BLUEKNIGHT ENERGY: Neuberger Berman Holds 13.8% Equity Stake

BOSTON SCIENTIFIC: Moody's Withdraws 'Ba1' Corp. Family Rating
BUFFETS INC: Taps Young Conaway as Bankruptcy Counsel
BUFFETS INC: Meeting of Creditors Slated for Feb. 27
BUFFETS INC: Wants Until March 18 to File Schedules
BUFFETS INC: Taps HMS to Negotiating Lease Restructures

BUILDERS FIRSTSOURCE: Stadium Capital Holds 15.9% Equity Stake
C&D TECHNOLOGIES: Swiss Re Financial Owns 8% Equity Stake
CAESARS ENTERTAINMENT: Extends Maturity of $2.7BB Loan to 2018
CANYON HOLDINGS: Involuntary Chapter 11 Case Summary
CARITAS HEALTH: Disclosure Statement Hearing Set for Feb. 22

CDC CORP: Unit Fights Parent Company's Plan to Sell its Shares
CEDAR FAIR: S&P Raises Corporate Credit Rating to 'BB-'
CELL THERAPEUTICS: BlackRock Ceases to Hold 5% Equity Stake
CHEF SOLUTIONS: Debtor Files Proposed Liquidating Plan
CHESAPEAKE ENERGY: Moody's Affirms 'Ba2' Corporate Family Rating

CHESAPEAKE ENERGY: S&P Assigns 'BB+' Rating to Sr. Unsec. Notes
CITYCENTER HOLDINGS: S&P Affirms 'B-' Corporate Credit Rating
CITYCENTER: Moody's Assigns 'B1' Rating to First Lien Notes
CLAIRE'S STORES: Plans to Offer Senior Secured Notes Due 2019
CLAIRE'S STORES: S&P Assigns 'B' Rating to $400-Mil. Sr. Notes

CLAIRE'S STORES: Moody's Assigns 'B3' Rating to $400-Mil. Notes
COGECO CABLE: S&P Assigns Rating to Proposed C$200-Mil. Notes
CONVERTED ORGANICS: Defaults on Payment Obligation for Equipment
CRAWFORD, PIMENTEL: Case Summary & Unsecured Creditor
CRYSTALLEX INTERNATIONAL: Jonathan Savitz Owns 8.1% Equity Stake

DALLAS ROADSTER: Texas Capital DIP Financing Expires
D.E.C.A. DEVELOPMENT: Case Summary & Creditors List
DENNY'S CORP: BlackRock Discloses 5.8% Equity Stake
DIRECTBUY HOLDINGS: In Restructuring Talks; Cut by S&P to 'D'
EDWARD DEETS: Sec. 341 Creditors' Meeting Continued Until Feb. 24

EDWARD DEETS: Case Conversion Hearing Continued Until March 8
ELWOOD ENERGY: S&P Affirms 'BB-' Rating on $402MM Sr. Sec. Bonds
EMMIS COMMUNICATIONS: Amalgamated Discloses 4.4% Equity Stake
ENDEAVOUR INT'L: S&P Rates $500-Mil. Sr. Secured Notes at 'CCC'
EQUIPOWER RESOURCES: S&P Affirms 'BB-' $425MM Term Loan Rating

EXIDE TECHNOLOGIES: S&P Affirms 'B' Corporate Credit Rating
FENTURA FINANCIAL: Douglas Kelley Resigns as SVP and CFO
FIDELITY NATIONAL: Increases Annual Dividend to $0.8 Per Share
FILENE'S BASEMENT: NY Landlord Files Suit Against DSW Over Lease
FIRST SEALORD: Commonwealth Court Approves Liquidation Bid

FIRSTFED FINANCIAL: Holdco Proposes Going-Concern Plan
FIRSTPLUS FINANCIAL: Trustee's Liquidating Plan Confirmed
FRANCISCAN COMMUNITIES: Panel Taps McDonald Hopkins as Counsel
FRANCISCAN COMMUNITIES: Taps Deloitte FAS as Restructuring Advisor
FRANCISCAN COMMUNITIES: Files Schedules of Assets and Liabilities

FURNITURE BY THURSTON: Amends Schedules of Assets and Liabilities
GAC STORAGE: Hearing on Additional Plan Exclusivity Tomorrow
GAC STORAGE: Makena Can Employ Bernstein Shur as Counsel
GAC STORAGE: Makena Can Employ Shaw Gussis as Local Counsel
GAC STORAGE: Can Employ Smith Hemmesch as Special Counsel

GAC STORAGE: Can Employ Wilson Elser as Construction Counsel
GAMETECH INT'L: Luck Could Run Out as it Faces Debt Maturity
GENCORP INC: BlackRock Discloses 7.8% Equity Stake
GIBRALTAR KENTUCKY: Case Summary & 11 Largest Unsecured Creditors
GLOBAL AVIATION: Committee Has Unions and Suppliers

GLOBALAXXESS.COM INC: Trustees Sue Arrowood Over $4MM D&O Payout
GRAY TELEVISION: BlackRock Discloses 5.8% Equity Stake
GRUBB & ELLIS: Michael Kojaian Resigns from Board
GTP CELLULAR: Fitch To Rate $27 Million Class C Notes at 'BB-sf'
HAMPTON ROADS: Douglas J. Glenn Appointed Chief Executive Officer

HANMI FINANCIAL: BlackRock Discloses 6.7% Equity Stake
HARBOUR EAST: Lender Buys Cielo on the Bay Condo in Florida
HCA HOLDINGS: Enters Into $1.3BB Underwriting Pact with Goldman
HILL TOP: Plan of Reorganization Wins Court Approval
HOSTESS BRANDS: Teamsters to Strike if Court Scraps Union Contract

ISTAR FINANCIAL: Ori Uziel Discloses 6.1% Equity Stake
ISTAR FINANCIAL: BlackRock Discloses 6.1% Equity Stake
ISTAR FINANCIAL: Diamond Hill Holds 6.3% Equity Stake
J JILL ACQUISITION: Moody's Cuts Corp. Family Rating to 'Caa1'
JASPERS ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors

JEANS WESTERNER: Closes Doors Amid Regional Competition
JEFFERSON COUNTY, AL: Hiring Investment Director
JENNE HILL: Can Employ Bryan C. Bacon as Attorney
JENNE HILL: Seeks Employment of Howe & Associates as Accountant
JOHN FOSTER: Case Summary & 20 Largest Unsecured Creditors

KIRCH GROUP: Deutsche Bank Nears Deal to Settle Bankruptcy Claims
KV PHARMACEUTICAL: Updates Makena Performance Metrics
LAKELAND DRAG: Case Summary & 4 Largest Unsecured Creditors
LEO GENTRY: Case Summary & 20 Largest Unsecured Creditors
LIMITED EDITIONS FOR HER: Case Summary & Creditors List

LODGENET INTERACTIVE: Penn Capital Discloses 6.6% Equity Stake
LONESTAR INTERMEDIATE: S&P Gives 'B+' Counterparty Credit Rating
LOSEE/CRAIG PROPERTIES: Case Summary & Largest Unsecured Creditor
LSP ENERGY: Bondholders Object to DIP Financing Motion
MADISON 92ND: Adversary Case Transferred from District Court

MCCLANDLISH ELECTRIC: Case Summary & Creditors List
MEDIA GENERAL: Moody's Reviews 'B3' CFR for Possible Downgrade
MERITOR INC: S&P Affirms 'B' Corporate Credit Rating
MGM RESORTS: CityCenter to Sell $240-Mil. of Sr. Secured Notes
MOHEGAN TRIBAL: Exchange Offer Expires Feb. 22

MOMENTIVE PERFORMANCE: Steven Delarge and Michael Modak Resign
MORGANS HOTEL: BlackRock Ceases to Hold 5% Equity Stake
MPG OFFICE: Goldman Sachs Preferred Shares Ownership Down to 1%
MPG OFFICE: BlackRock Discloses 5.8% Equity Stake
NATIONAL TOOL: Voluntary Chapter 11 Case Summary

NEVADA CANCER: Will Seek Approval of Plan on April 23
NEW ENGLAND BUILDING: Files for Chapter 11 in Portland, Maine
NEW STREAM: Hedge-Fund Manager Overhauls Chapter 11 Plan
NEW TOWN: Case Summary & 8 Largest Unsecured Creditors
NEWPAGE CORP: Seeks to Reduce Cash-Flow Requirement in Loan

NEXSTAR BROADCASTING: Amalgamated Does Not Own Class A Shares
NPS PHARMACEUTICALS: BlackRock Discloses 5.8% Equity Stake
OHIO VALLEY: Moody's Affirms 'Ba2' Long-term Bond Rating
OSCAR SOTO COLON: Case Summary & 15 Largest Unsecured Creditors
PAPER COMPANY: Moody's Says Ratings Unaffected by Planned Sale

PFF BANCORP: Files Liquidating Plan; Disclosures Hearing March 8
PHOENIX-GREENVILLE'S: Case Summary & 20 Largest Unsec Creditors
POTOMAC SUPPLY: Sec. 341(a) Creditors' Meeting Set for Feb. 23
POTOMAC SUPPLY: U.S. Trustee Appoints 5-Member Creditors Panel
POTOMAC SUPPLY: Taps Pillsbury Winthrop as Counsel

POTOMAC SUPPLY: Regions May File Confidential Statement Under Seal
QIMONDA AG: Administrator Seeking EUR1.71 Billion From Infineon
QUALITY CONCRETE: Voluntary Chapter 11 Case Summary
REGAL ENTERTAINMENT: Reports $4-Mil. Net Income in Dec. 29 Qtr.
RITE AID: Fitch Junks Rating on $481-Mil. Sr. Unsecured Notes

RLD INC: Bank Consents to Use of Cash Collateral Until April 30
ROTHSTEIN ROSENFELDT: Founder Faces Another Deposition Over Scam
SAGAMORE PARTNERS: Wants Exclusive Filing Period Extended to May 3
SEALY CORP: Goldman Sachs Discloses 5.1% Equity Stake
SHILO INN: Court OKs Marcus & Millichap as Real Estate Advisor

SHOREBANK CORP: Files Chapter 11 Plan of Liquidation
SHOREBANK CORP: Can Hire George Panagakis as Attorney
SINCHAO METALS: In Default of Filing Requirements
SMITH CREEK: Taps Fuqua & Associates as Counsel
SOLYNDRA LLC: VDL Enabling Resigns from Creditors Committee

SOLYNDRA LLC: Hearing on Piecemeal Sale Objections Set for Feb. 22
SOLYNDRA LLC: Amends Schedules of Assets and Liabilities
SOLYNDRA LLC: Report Finds U.S. Could Lose Billions on Loans
SOLYNDRA LLC: Court OKs Johnson Associates as Compensation Advisor
SONORA DESERT: Gets Interim OK to Employ Broker & Consultant

SONORA DESERT: Court Approves Genske Mulder as Accountants
SONORA DESERT: Well Fargo Asks Court to Appoint Examiner
SONORA DESERT: Court OKs Collins May Potenza as General Counsel
SOVRAN LLC: Plan Voting Ballots and Objections Due Feb. 20
SOVRAN LLC: Taps Schwabe Williamson as Bankruptcy Counsel

SPANISH BROADCASTING: Proceeds of Offering Used to Pay Debts
SPANISH BROADCASTING: Beach Point Holds 3.8% of Class A Shares
SPANISH BROADCASTING: Columbia Wanger Owns <5% of Common Shares
SPIRIT FINANCE: S&P Affirms 'CCC+' Corporate Credit Rating
ST. PAUL CROATIAN: Three More Accused of Fraud Named

STAGE PRESENCE: Case Summary & 20 Largest Unsecured Creditors
SUSTAINABLE ENVIRONMENTAL: Posts $123K Profit in Dec. 31 Quarter
TBS INTERNATIONAL: Taps Gibson Dunn as General Bankruptcy Counsel
TELX GROUP: S&P Lowers Rating on Amended $380-Mil. Credit to 'B'
TELX GROUP: Moody's Assigns 'B1' Rating to Incremental Term Loan

TENET HEALTHCARE: BlackRock Equity Stake Drops to 6.4%
THELEN LLP: Trustee, DOL Near Deal on Pension Administrator
THIRD STREET: Ch.11 Trustee Seeks to Close Down Two Facilities
THORNBURG MORTGAGE: Trustee Inks $6.5MM Deal With Former Execs
TIMMINCO LIMITED: Nears Deal With QSI on Stalking Horse Bid

TOURO INFIRMARY: S&P Retains 'BB+' Corporate Credit Rating
TOWN CENTER: U.S. Bank, et al., Seek Case Conversion or Dismissal
TOWN MASONRY: Case Summary & 20 Largest Unsecured Creditors
TRAILER BRIDGE: Files Final Version of Chapter 11 Plan
TRAILER BRIDGE: Panel Taps GlassRatner Advisory Financial Advisor

TRIAD GUARANTY: William Ratliff Discloses 20.4% Equity Stake
TSC GLOBAL: Voluntary Chapter 11 Case Summary
U.S. STEEL: Moody's Issues Summary Credit Opinion
USEC INC: Security Investors Discloses 7.3% Equity Stake
VITRO SAB: Bondholders Can Try to Collect $85MM, Judge Says

WALLDESIGN INC: Wants Borrow $1 Million from CEO
WALLDESIGN INC: Wants to Hire Winthrop Couchot as General Counsel
WASHINGTON LOOP: Trustee OK'd to Employ Douglas Wilson as Broker
WASHINGTON LOOP: Trustee Can Hire Lovina Lehr as Consultant
WASHINGTON LOOP: JRS CPA Approved as Ch. 11 Trustee's Accountants

WASHINGTON MUTUAL: Plan Confirmation May Require Using Cramdown
WESTMORELAND COAL: T. Rowe Price Discloses 5.6% Equity Stake
WHITE KNOLL: Case Summary & 9 Largest Unsecured Creditors

* Lehman Makes Up 90% of All January Claims Trading
* Unclaimed Money Haunts Firms Winding Down in Bankruptcy
* Senator Asks Justice Department to Review Bankruptcy Bonuses

* Jeffer Adds Two Lateral Partners in San Francisco Office

* Recent Small-Dollar & Individual Chapter 11 Filings



                            *********

1225 MCBRIDE: Court Approves McCarter & English as Counsel
----------------------------------------------------------
The Bankruptcy Court authorized 1225 McBride Avenue, LLC, to
employ McCarter & English, LLP, as its counsel.  McCarter &
English commenced performing legal services for the Debtor in
connection with the filing of this Chapter 11 case and
negotiations concerning a possible out-of-court workout with the
Debtor's principal secured lender in December 2011.

The Debtor will pay McCarter & English in accordance with the
firm's normal hourly billing rates and will reimburse the firm for
necessary out-of-pocket expenses.

Woodland Park, New Jersey-based 1225 McBride Avenue LLC filed for
Chapter 11 bankruptcy (Bankr. D. N.J. Case No. 12-10258) on
Jan. 5, 2012.  Judge Morris Stern presides over the case.  The
Debtor is represented by Charles A. Stanziale, Jr., Esq., and
Scott H. Bernstein, Esq., at McCarter & English LLP.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and debts.

The Debtor's exclusive right to file a bankruptcy plan expires
May 4, 2012.


1225 MCBRIDE: Files Schedules of Assets and Liabilities
-------------------------------------------------------
1225 McBride Avenue, LLC, filed with the Bankruptcy Court its
Schedules of Assets and Liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property              $206,748
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $1,033,115
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $5,282,083
                                  -----------     -----------
        TOTAL                        $206,748      $6,315,199

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

          http://bankrupt.com/misc/1225_MCBRIDE_sal.pdf

Woodland Park, New Jersey-based 1225 McBride Avenue LLC filed for
Chapter 11 bankruptcy (Bankr. D. N.J. Case No. 12-10258) Jan. 5,
2012.  Judge Morris Stern presides over the case.  The Debtor is
represented by Charles A. Stanziale, Jr., Esq., and Scott H.
Bernstein, Esq., at McCarter & English LLP, serve as the Debtor's
counsel.  In its petition, the Debtor estimated $10 million to $50
million in assets and debts.

The Debtor's exclusive right to file a bankruptcy plan expires
May 4, 2012.


8 ALPINE: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: 8 Alpine Road, LLC
        16 Dayton Road
        Redding, CT 06896

Bankruptcy Case No.: 12-22306

Chapter 11 Petition Date: February 9, 2012

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

Judge: Robert D. Drain

Debtor's Counsel: Richard J. Bernard, Esq.
                  FOLEY & LARDNER LLP
                  90 Park Avenue
                  New York, NY 10016
                  Tel: (212) 338-3586
                  Fax: (212) 687-2329
                  E-mail: rbernard@foley.com

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

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

The Company's list of its 13 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/nysb12-22306.pdf

The petition was signed by Ronald M. Scheckter, sole member.


94TH AND SHEA: Wants RythCycle and SF Sourdough Leases Approved
---------------------------------------------------------------
94th & Shea, L.L.C., requests the Bankruptcy Court entry of an
order authorizing:

     A. entry into a lease agreement with Lisa Herrin d/b/a
        RhythmCycle, LLC, and the use of cash collateral to pay
        tenant $9,000 in improvement expenses;

     B. entry into a lease agreement with San Francisco Sourdough
        and use of cash collateral to pay third party leasing
        commissions in the amount of $14,855.

The leases will provide a continued source of revenue and enhance
the value of the Lender's collateral.  As such, the Debtor
requests that the Court enter an order approving of the Debtor's
execution of the RythymCycle and SF Sourdough Leases, authorizing
the use of cash claimed as collateral to pay the related tenant
improvement expenses and leasing commissions, and authorizing the
Debtor to take whatever other actions may be necessary to carry
the RythymCycle and SF Sourdough Leases into effect.

The RythymCycle Lease provides:

     a. RhythmCycle will lease Suite B-145, consisting of
        approximately 1,300 square feet, for a period of
        two years.

     b. RythymCycle's permitted use for Suite B-145 will be the
        operation of an exercise facility.

     c. RythymCycle will pay a base rent of $22 per square foot,
        which equates to approximately $2,383.33 per month, plus
        its share of common area expenses, real estate taxes and
        insurance.

     d. The rent payable by RythymCycle will increase annually at
        the rate of 3%.

     e. RhythmCycle will fund a security deposit in the amount of
        approximately $2,383.33 upon execution of its lease.

     f. The Debtor will perform certain tenant improvements to
        Suite B-145, at a cost of approximately $9,000.

     g. The RythymCycle Lease does not call for the payment of any
        broker's commissions.

The SF Sourdough Lease provides:

     a. SF Sourdough will lease Suite D-115, consisting of
        approximately 1,178 square feet, for a period of 10 years.

     b. SF Sourdough's primary use of the premises will be the
        operation of a sandwich shop.

     c. SF Sourdough will pay a base rent of $22 per square foot,
        which equates to approximately $2,159.66 per month, plus
        its share of common area expenses, real estate taxes and
        insurance.

     d. The rent payable by SF Sourdough will increase annually at
        the rate of 3%.

     e. The SF Sourdough Lease does not call for the Debtor's
        payment of any tenant improvement expenses, rather, the
        Debtor has agreed to a tenant improvement allowance of
        $25,000, which SF Sourdough may prorate and deduct from
        its rent for the initial 24 months of the lease's term.

     f. SF Sourdough will deliver a security deposit in the amount
        of approximately $2,159.66 upon execution of the lease.

     g. In connection with the SF Sourdough Lease, Commercial
        Properties Incorporated, SF Sourdough's broker, is to be
        paid a commission of $14,854.90.  $5,951.94 of the
        Commission is payable on the date the lease is executed,
        while the remaining $8,912.96 is payable 150 days
        thereafter.

                       About 94th and Shea

Scottsdale, Arizona-based 94th and Shea, L.L.C., owns and operates
real property known as The Shops And Office at 9400 Shea, located
at 9325, 9343, 9375, and 9397 East Shea Boulevard in Scottsdale,
Arizona.  The Property consists of 37,037 square feet of retail
space and 35,238 square feet of office space.

94th and Shea filed for Chapter 11 bankruptcy protection (Bankr.
D. Ariz. Case No. 10-37387) on Nov. 19, 2010.  John J. Hebert,
Esq., Mark W. Roth, Esq., and Wesley D. Ray, Esq., at Polsinelli
Shughart, P.C., in Phoenix, Ariz., serve as counsel to the Debtor.
The Debtor disclosed $123,588 plus unknown amount in assets and
$22,870,408 in liabilities as of the Chapter 11 filing.

Secured creditor JPMCC 2007-CIBC19 Shea Boulevard, LLC, is
represented by Robert R. Kinas, Esq., Jonathan M. Saffer, Esq.,
and Nathan G. Kanute, Esq., at Snell & Wilmer L.L.P., in Tucson,
Arizona.


ACE AVIATION: Seeks Shareholder Approval to Wind Up Operations
--------------------------------------------------------------
ACE Aviation Holdings Inc. on Feb. 10, 2012, reported full year
and fourth quarter results for 2011 and announced its intention to
seek shareholder approval for its winding-up, the distribution of
its remaining net assets and ultimately its dissolution in the
future.

Results

Effective January 1, 2011, ACE began preparing its consolidated
financial statements in accordance with International Financial
Reporting Standards, with retroactive restatement of comparative
figures for 2010. In 2011, ACE adopted new accounting standard
IFRS 9 - Financial Instruments. This required further changes to
the 2010 comparative figures.

In accordance with IAS 1 "Presentation of financial statements"
and IAS 10 "Events after the reporting period"  the Corporation
changed the basis of preparing its financial statements from going
concern to liquidation, effective January 1, 2011.   This change
of basis was adopted as IAS 10 does not permit use of the going
concern basis of accounting if management intends to liquidate the
entity either before or after year-end.  As a result, the
financial statements as at December 31, 2011 and for the year
ended have been prepared using a liquidation basis of accounting.
This basis of presentation differs from the presentation adopted
in the interim financial reports of the Corporation issued during
2011. The adoption of a liquidation basis of presentation on
January 1, 2011 did not result in a change to net assets. If ACE
subsequently does not proceed with the liquidation of its net
assets, ACE will revert to a going concern basis of presentation.

For 2011, ACE recorded a loss and reduction in net assets in
liquidation of $90 million. This includes unrealized losses of
$76 million and $5 million respectively on ACE's investment and
warrants in Air Canada. In the fourth quarter of 2011, ACE
recorded a loss and reduction in net assets in liquidation of
$21 million. This includes unrealized losses of $15 million and
$1 million respectively on ACE's investment and warrants in
Air Canada.

ACE recorded income of $35 million in 2010, which included a gain
on the sale of ACE's investment in Air Canada of $26 million,
unrealized gains of $15 million on the investment, ACE's
proportionate share of Air Canada's loss, after adjustments, of
$14 million and an unrealized gain of $5 million on ACE's warrants
in Air Canada. In the fourth quarter of 2010, ACE recorded income
of $61 million. This included a gain on the sale of ACE's
investment in Air Canada of $26 million, unrealized gains of $15
million on the investment, ACE's proportionate share of Air
Canada's income, after adjustments, of $21 million and an
unrealized gain of $2 million on ACE's warrants in Air Canada.

                      Assets and obligations

On January 31, 2012, ACE's net assets amounted to $384 million or
$11.83 per share. ACE's underlying assets are:

  * cash and cash equivalents of $356 million;

  * 31 million Class B Voting Shares in Air Canada which had a
    market value of $33 million based on the January 31, 2012
    closing price on the TSX; and

  * 2.5 million warrants for the purchase of Air Canada Class B
    voting shares at exercise prices of $1.44 (1.25 million
    warrants) and $1.51 (1.25 million warrants) per share which
    had a nominal value.

At that date, ACE also had total payables and accrued liabilities
of $5 million, principally related to taxes.

       Update on tax audits and related indemnity agreements

In March 2010, ACE applied for Certificates of Discharge from the
Canada Revenue Agency and Revenu Quebec.

Since then, ACE has been actively assisting the CRA and Revenu
Quebec with their audits of ACE's income tax returns for the years
2005 to 2010. In addition to the audits of income tax returns, ACE
has been assisting with audits in respect of other taxes. The
audits of income tax returns required a detailed review of all of
the significant corporate transactions undertaken by ACE since its
incorporation in 2004, together with a detailed review of all of
its returns.

The audits of income taxes and other taxes are now substantially
complete and additional reassessments of $4 million are
anticipated in Quarter 1, 2012. This amount has been accrued as at
December 31, 2011. On the basis of the information available, it
is ACE's current expectation that the Certificates of Discharge
will be issued in the near future.

In late 2010, ACE received notices of reassessment from Revenu
Quebec in the amount of $37.7 million. This amount was paid. The
reassessments primarily related to audits of GST and QST with
respect to ACTS LP, and its predecessor ACTS Limited Partnership,
for periods prior to ACE's monetization of ACTS LP in October
2007. $35.1 million of such reassessments were recovered from Air
Canada and other parties. The total recovery amount of $35.1
million included $33.4 million recovered from Air Canada and $1.1
million from Aveos Fleet Performance Inc. following their filings
of related Input Tax Credit claims from the Canada Revenue Agency.
ACE has agreed to indemnify and hold harmless Air Canada and Aveos
from loss should the additional ITC claims be reassessed in the
future.

Additional notices of reassessment in respect of GST and QST
amounting to $7.4 million were received and paid in Quarter 2,
2011. $6.8 million of such reassessments were recovered from Air
Canada in Quarter 4, 2011. ACE has agreed to indemnify and hold
harmless Air Canada from loss should related additional ITC claims
by Air Canada be reassessed in the future.

In Quarter 2, 2011, ACE also received and paid a notice of
reassessment for other taxes from Revenu Quebec in the amount of
$2.9 million. The reassessment relates to 2005.

Intention to seek shareholder approval to wind up, distribute its
net assets and ultimately dissolve in the future

"Given the progress, the Board has decided to seek shareholder
approval to proceed with the winding-up of ACE, the distribution
of its net assets, after providing for liabilities, contingencies
and costs, and ultimately its dissolution in the future. The
shareholders meeting will be held on April 25, 2012 and
shareholders of record as of March 6, 2012 will be entitled to
receive notice of and to vote at the meeting," ACE said.

ACE intends to make an initial distribution to its shareholders of
an aggregate amount between $250 million and $300 million, within
the weeks following the shareholders meeting, on a date to be
determined by the board of directors. The final distribution to
shareholders will not occur earlier than mid-year 2013 in order to
allow that any remaining contingent liabilities be settled or
otherwise provided for. The distributions will generally be
treated as deemed dividends from a Canadian tax standpoint.

                        About ACE Aviation

Headquartered in Montreal, Canada, ACE Aviation Holdings Inc.
(Toronto: ACE-A.TO) -- http://www.aceaviation.com/-- is
the parent holding company of Air Canada, Aeroplan, Jazz, Air
Canada Technical Services, Air Canada Vacations, Air Canada Cargo,
and Air Canada Ground Handling Services.


ALLEN FAMILY: Wants Exclusive Right to File Plan Thru June 5
------------------------------------------------------------
Allen Family Foods, Inc. and its debtor affiliates are seeking a
second extension of their exclusive right to file a chapter 11
plan through June 5, 2012 and their exclusive right to solicit
acceptances on that plan through Aug. 4, 2012.

The Debtors assert that they need more time and the opportunity to
fully reconcile and object to claims filed in their cases, as
appropriate.  The Debtors add that parties involved need more time
to have an understanding of the extent to which any of the
estates' remaining assets may be unencumbered by the liens of the
Debtors' prepetition lenders before they potentially propose a
chapter 11 plan or an alternative resolution of these cases.

                    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.


ALLIED SECURITY: Moody's Says Special Dividend No Impact on CFR
---------------------------------------------------------------
Moody's Investors Service said that Allied Security Holdings LLC's
proposed special dividend is credit negative, but will not impact
the company's B1 Corporate Family Rating or stable rating outlook.

Allied Security Holdings LLC is a leading provider of security
services in North America. The company is privately-owned by
affiliates of The Blackstone Group, institutional investors, and
management. Allied reported approximately $1.8 billion of revenue
for the twelve months ended September 30, 2011.


ALPHA WAREHOUSE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: ALPHA Warehouse, Inc.
          aka Auto Value
        3816 Alameda Avenue
        El Paso, TX 79905

Bankruptcy Case No.: 12-30270

Chapter 11 Petition Date: February 9, 2012

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

Judge: H. Christopher Mott

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

Scheduled Assets: $1,089,259

Scheduled Liabilities: $2,772,780

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/txwb12-30270.pdf

The petition was signed by Luis Javier Martinez, Sr., president.


AMERICAN AXLE: JB Investments Discloses 6.9% Equity Stake
---------------------------------------------------------
JB Investments Management, LLC, and Brian Riley disclosed in an
amended Schedule 13G filing with the U.S. Securities and Exchange
Commission that, as of Dec. 31, 2011, they beneficially own
5,185,007 shares of common stock of American Axle & Manufacturing
Holdings, Inc., representing 6.9% of the shares outstanding.  As
previously reported by the TCR on June 27, 2011, JB Investments
disclosed beneficial ownership of 3,901,909 shares.  A full-text
copy of the amended filing is available for free at:

                         http://is.gd/c9yR5T

                         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.

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

                           *     *     *

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 AIRLINES: FA Union Joins Protest Over-Reaching Cuts
------------------------------------------------------------
American Eagle Flight Attendants, represented by the Association
of Flight Attendants-CWA (AFA), joined workers across the American
Airlines system, Feb. 14 at Dallas-Fort Worth International
Airport to protest over-reaching cuts management is demanding
through Chapter 11.

"At the heart of the matter is an outrageous attack on workers who
have sacrificed nearly a decade to ensure the future of American
Airlines.  At the heart of the matter is an executive group
reaping rewards off the sacrifices of frontline workers while
failing to do their part in putting forward a successful business
plan.  At the heart of the matter is American's $4 billion in the
bank amassed through worker sacrifices, while inept executives
declare the frontline workers' pain is not deep enough.  At the
heart of the matter is a profitable, reliable American Eagle being
drug over the Chapter 11 coals simply because they can.  The
heartache is too much and we are standing together to fight back,"
said Robert Barrow, AFA American Eagle President.

The AMR Corporation, parent company of American Eagle and American
Airlines, filed for bankruptcy protection in November 2011.  Since
that time, AFA leadership at American Eagle has been fully engaged
in responding to the bankruptcy filing and, along with financial
and legal advisors, continues to monitor developments closely.
AFA is committed to working with the union representing American
Airlines Flight Attendants, the Association of Professional Flight
Attendants, in coordinating efforts to protect Flight Attendant
careers.

"Airline bankruptcies have become nothing less than a management
tool to over-reach with impunity: job cuts, wage cuts, retirements
slashed and outsourced maintenance.  Executives, reaping the
rewards of bonuses rubber-stamped by the bankruptcy court, expect
workers to pay for their poor performance.  We call it what it is
- and we are protesting today to shed a light and demand justice,"
said Veda Shook, AFA International President.

The Association of Flight Attendants is the world's largest Flight
Attendant union. Focused 100 percent on Flight Attendant issues,
AFA has been the leader in advancing the Flight Attendant
profession for over 65 years.  Serving as the voice for Flight
Attendants in the workplace, in the aviation industry, in the
media and on Capitol Hill, AFA has transformed the Flight
Attendant profession by raising wages, benefits and working
conditions. Nearly 60,000 Flight Attendants at 23 airlines come
together to form AFA, part of the 700,000-member strong
Communications Workers of America (CWA), AFL-CIO.

                   About American Airlines

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

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

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

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

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

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

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

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


ARAMARK CORP: S&P Affirms 'B+' Corporate; Outlook Hiked to Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all the ratings,
including the 'B+' corporate credit rating, on Philadelphia-based
ARAMARK Corp. and its ultimate parent, ARAMARK Holdings Corp.
(Holdings), and revised the outlook to stable from negative.

"We also assigned our 'BB' issue-level ratings to ARAMARK's
proposed $1 billion of extended facilities maturing July 26, 2016,
which we currently estimate consists of about $950 million of term
loans and $50 million of synthetic letter of credit facilities
that presently expire Jan. 26, 2014. The '1' recovery rating on
the proposed facilities indicates our expectation that lenders
would receive very high (90% to 100%) recovery in a payment
default scenario. The ratings assume the transaction closes on
substantially the same terms as presented to us. Pro forma for the
proposed transaction, total debt outstanding as of Dec. 30, 2011,
is about $6.6 billion including Holdings debt. For analytical
purposes, we view ARAMARK and Holdings as one economic entity
despite the lack of a guarantee," S&P said.

"The outlook revision to stable from negative reflects our view
that the company should be able to modestly increase profitability
and slowly improve credit measures," said Standard & Poor's credit
analyst Jerry Phelan.

"Our speculative-grade ratings on ARAMARK Holdings Corp., the
ultimate parent company of ARAMARK Corp., reflect our view that
the company's financial risk profile will remain 'highly
leveraged', including a very aggressive financial policy,
continued high debt maturities, and considerable cash flow
required to fund capital expenditures and pay interest costs.
Although we believe the company has the capacity to meaningfully
reduce leverage over time, we see the potential for another
significant debt-financed shareholder distribution or other
leveraging event in the future," said Mr. Phelan. "This is
currently a constraining rating factor."

"We continue to characterize ARAMARK's business risk profile as
'satisfactory' and believe the company should continue to benefit
from its good ?- though not dominant -- positions in the
competitive, fragmented markets for food and support services and
uniform and career apparel. We also believe the company will
continue to derive a significant portion of its cash flow from
less economically sensitive sectors, including education and
health care; and that the company's diversified customer portfolio
reduces contract renewal risk. These factors translate into a
sizable stream of predictable, recurring revenues and healthy cash
flow generation. This is a key rating factor, given ARAMARK's
considerable debt burden and management's ongoing investments in
its core businesses through capital expenditures and
acquisitions," said Mr. Phelan. "Still, we believe the trend of
businesses outsourcing their noncore activities should continue to
provide ARAMARK with additional growth opportunities over the long
term."


ARCHBROOK LAGUNA: Court Dismisses Chapter 11 Cases
--------------------------------------------------
Judge Shelley Chapman dismissed the Chapter 11 cases of ArchBrook
Laguna Holdings LLC, now known as Distributor Holdings LLC, and
its debtor affiliates.

The Bankruptcy Court entered the dismissal ruling upon the request
of the Debtors.

In its Feb. 3, 2012 order, the Court also authorized the payment
of funds currently held in the Debtors' possession for:

  (1) payment of professionals of the Debtors' estates, totaling
      approximately $403,000:

        Akin Gump Strauss Hauer & Feld LLP       $192,045
        Macquarie Capital (USA) Inc.              $60,000
        The Garden City Group, Inc.              $102,202
        Cooley LLP                                $37,271
        Loughlin Meghji + Company, Inc.           $12,299

(2) payment of the costs associated with the winddown of the
     Debtors' estates, including the filing of final tax returns,
     estimated to total approximately $87,000.

Upon full payment of the Winddown Costs and the Final Professional
Fee Payments, the Debtors will promptly release any funds
remaining in the Accounts to the DIP Agent to pay down the DIP
Obligations.

The Debtors sold their distribution business to Gordon Brothers
Group, LLC, in August 2011.  Pursuant to the sale agreement with
Gordon Brothers and the case dismissal order, all proceeds
received by the Debtors pursuant to the Proceeds Sharing
Mechanisms will be paid directly to the DIP Agent to pay down the
DIP Facility until all DIP Obligations are indefeasibly paid in
full in cash.

In connection with the case dismissal ruling, the Official
Committee of Unsecured Creditors is ordered to be dissolved.

The Court further rules that Meadowland Partners, LLC is allowed
an administrative expense for the cost of attorney's fees incurred
postpetition in connection with the collection of postpetition
rent totaling $26,973.  Oracle America will also have an allowed
administrative expense claim for $20,525 only, the Court adds.

                      About ArchBrook Laguna

ArchBrook was a procurement and distribution intermediary between
production companies and end retailers.  It distributed consumer
electronics, computers and appliances to principal customers that
include Wal-Mart Stores Inc., Best Buy Co. and Costco Wholesale
Corp.

ArchBrook disclosed assets of $246.2 million against debt totaling
$176.4 million as of March 31, 2011.

ArchBrook Laguna Holdings LLC and certain of its affiliates filed
voluntary petitions for reorganization under chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 11-13292) on
July 8, 2011.

Ira S. Dizengoff, Esq., Michael P. Cooley, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
serve as bankruptcy counsel to ArchBrook Laguna.  The Company is
being advised by Macquarie Capital (USA) Inc. with respect to the
sale process and by Hawkwood Consulting LLC, whose founder Stephen
J. Gawrylewski is Chief Restructuring Officer of the Company.
Macquarie Capital (USA) Inc. is the financial advisor.
PricewaterhouseCoopers LLP is a consultant.

Cooley LLP, in New York, is the counsel for the Official Committee
of Unsecured Creditors.

On Aug. 12, 2011, ArchBrook Laguna LLC won approval to sell its
consumer electronics and appliances distribution business to
Gordon Brothers Group LLC for some $25 million, after fielding
offers at an auction.  The sale closed on Aug. 15, 2011.


ASARCO LLC: Wins $132.8 Million Judgment Against Sterlite
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Asarco LLC won a $132.8 million judgment against
Sterlite Industries (India) Ltd. for backing out of a contract to
buy the business for $2.6 billion cash and the assumption of debt.

According to the report, unless the award is upset on appeal, the
Arizona copper producer will collect $82.8 million after giving
Sterlite credit for a $50 million letter of credit deposited when
it signed the contract to buy the business.

Mr. Rochelle recounts that the bankruptcy court in Corpus Christi,
Texas, held a three-day trial in June on the complaint Asarco
filed after Sterlite in October 2008 backed out of a court-
approved contract to serve as the foundation for a reorganization
plan.

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection (Bankr. S.D. Tex. Case
No. 05-21207) on Aug. 9, 2005.  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On Dec. 9, 2009, Asarco Incorporated and Americas Mining
Corporation's Seventh Amended Plan of Reorganization for the
Debtors became effective and the ASARCO Asbestos Personal Injury
Settlement Trust was created and funded with nearly $1 billion in
assets, including more than $650 million in cash plus a $280
million secured note from Reorganized ASARCO.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
ASARCO LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.


ASSOCIATED ASPHALT: Moody's Assigns 'B2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned B2 corporate family rating and
B3 probability of default rating to Associated Asphalt Partners,
LLC. Concurrently, Moody's assigned B2 ratings to the proposed
$280 million senior secured credit facilities, which include a $90
million revolving credit facility maturing 2018, a $170 million
term loan B and a $20 million delayed draw term loan due 2019. The
rating outlook is stable.

Goldman Sachs Capital Partners will acquire 95% of Associated
Asphalt and the remaining 5% will be retained by management.
Proceeds from the senior credit facilities along with $186 million
cash and rollover equity contribution by financial sponsors will
be used to fund the approximate $400 million purchase price. In
addition, proceeds will be used to refinance existing
indebtedness, pay fees and expenses and finance a pending
acquisition.

These ratings were assigned in this rating action:

Corporate Family Rating B2;

Probability of Default Rating B3;

$280 million of senior secured bank facilities B2, LGD3, 36%;

Rating outlook is stable.

This is a newly initiated rating and is Moody's first press
release on this issuer.

RATINGS RATIONALE

The B2 corporate family rating reflects the company's moderately
high pro-forma financial leverage of approximately 4.0x Debt-to-
EBITDA (after Moody's standard adjustments), and modest liquidity
cushion. Associated's ratings are constrained by its small scale,
relatively low margins, concentrated supplier base, integration
risk, limited end-markets and geographic diversity, and its
exposure to weak and volatile construction activity. Additionally,
low levels of free cash flow limits Associated's ability to
delever. Moody's expects the company will continue to pursue
acquisition opportunities, presenting acquisition and integration
risks. The rating is supported by the company's strategic
footprint in the North American asphalt industry, and longstanding
customer and supplier relationships. The rating is also supported
by minimal capital expenditure requirements and comfortable
projected interest coverage of approximately 3.5x following the
completion of the transaction.

Associated Asphalt is among the largest asphalt resellers in the
U.S., operating ten asphalt terminals located in the Mid-Atlantic
and Southeast with 1.7 million barrels of asphalt storage
capacity. The company has doubled in size since 2004 driven
primarily through a series of acquisitions, as well as greenfield
construction and capacity increases. In order to serve its highway
construction customers, its terminals are located close to
population centers and major highways. Its significant storage
capacity enables it to accept asphalt delivery year round from its
refinery suppliers, then sell during peak warm weather
construction months. The company seeks to earn enhanced margins by
leveraging its location, between Midwest refineries and key East
Coast end markets, and its ability to buy throughout the year,
including low demand winter months.

The company's liquidity is constrained by limited cash balances
and cash generation, limited cushion under its financial
covenants, and expected utilization needs under the revolving
credit facility for working capital.

The stable outlook presumes that the company will carefully
balance its financial policy including maintaining acceptable
liquidity and leverage and other credit metrics against its
acquisition strategy. Furthermore it reflects Moody's expectations
that organic growth and acquisitions will help the company build
scale over time.

The ratings could experience upward pressure if the company
improves its financial metrics, including driving its debt-to-
EBITDA ratio consistently below 3.5x, expanding operating margins,
and building scale and diversity.

Larger debt-financed acquisitions, increased leverage or declining
infrastructure and roadway spending may result in negative rating
pressure.

The principal methodology used in rating Associated Asphalt
Partners, LLC was the Global Distribution & Supply Chain Services
Methodology published in November 2011. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Associated Asphalt Partners, LLC headquartered in Roanoke,VA, is a
reseller of liquid asphalt, used predominately for road
development, construction and maintenance. Revenues in the 12
months ended September 30, 2011, totaled $427 million. The company
provides approximately 1.7 million barrels of asphalt storage
capacity, operates 82 storage tanks, and controls 10 asphalt
terminals located throughout the Mid-Atlantic and Southeastern
U.S.


AUTOS VEGA: Court OKs Euroclass Further Access to Cash Collateral
-----------------------------------------------------------------
Judge Mildred Caban Flores entered a further interim order
granting Euroclass Motors, Inc., debtor affiliate of Autos Vegas,
Inc., continued access to the cash collateral of secured creditor
Reliable Finance Holding Company for the period after January
2012.

The Debtor and Reliable Finance are asking the Court to extend the
terms of their original cash collateral use agreement for another
six months through July 31, 2012.

Under the parties' further stipulation, Reliable Finance will
continue to be afforded replacement liens and superpriority status
in accordance with previous agreement terms.

In a Feb. 6, 2012 order, the Court granted the request in the
interim unless a timely objection is filed by Feb. 20.  A hearing
will be scheduled for Feb. 23 if a timely objection is asserted.

                        About Autos Vega

Autos Vega, Inc., is a car dealership engaged in the sales of new
and used cars and trucks car parts, accessories and providing
vehicle repair and maintenance, based in San Juan, Puerto Rico.
The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
P.R. Case No. 11-05773) on July 6, 2011.  The Debtor disclosed
$22,959,296 in assets and $34,224,323 in liabilities.

Charles Alfred Cuprill, Esq., at Charles A Curpill, PSC Law
Office, in San Juan, Puerto Rico, serves as counsel to the Debtor.
Luis R. Carrasquillo Ruiz, CPA, is the Debtor's accountant.

Affiliate Euroclass Motors, Inc. filed for Chapter 11 protection
(Bankr. D. P.R. Case No. 11-05772) on July 6, 2011.  Autos Vega
disclosed $22,959,296 in assets and $34,224,323 in liabilities as
of the Chapter 11 filing.


AUTOS VEGA: Euroclass Unsecured Claims to Have 13% Recovery
-----------------------------------------------------------
Euroclass Motors, Inc., debtor affiliate of Autos Vega, Inc.,
submitted to the U.S. Bankruptcy Court for the District of Puerto
Rico a Chapter 11 Plan and Disclosure Statement dated Jan. 30,
2012.

The Plan provides for the full payment of the secured claim of the
Debtor's lender, Reliable Finance Holding Company, estimated at
$1,673,672.

Holders of General Unsecured Claims, estimated at $1,487,677, are
expected to have a 13% recovery under the Plan.

Equity interests in the Debtor will be retained.

Holders of Allowed Administrative Expense Claims, estimated at
$114,500, and Allowed Priority Tax Claims, estimated at $15,858,
will also be paid in full.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/EUROCLASS_DSJan30.PDF

                        About Autos Vega

Autos Vega, Inc., is a car dealership engaged in the sales of new
and used cars and trucks car parts, accessories and providing
vehicle repair and maintenance, based in San Juan, Puerto Rico.
The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
P.R. Case No. 11-05773) on July 6, 2011.  The Debtor disclosed
$22,959,296 in assets and $34,224,323 in liabilities.

Charles Alfred Cuprill, Esq., at Charles A Curpill, PSC Law
Office, in San Juan, Puerto Rico, serves as counsel to the Debtor.
Luis R. Carrasquillo Ruiz, CPA, is the Debtor's accountant.

Affiliate Euroclass Motors, Inc. filed for Chapter 11 protection
(Bankr. D. P.R. Case No. 11-05772) on July 6, 2011.  Autos Vega
disclosed $22,959,296 in assets and $34,224,323 in liabilities as
of the Chapter 11 filing.


BEACON POWER: Sale to Rockland Capital Approved
-----------------------------------------------
Beacon Power Corp., received authorization from the bankruptcy
court in Delaware to sell the business to Rockland Capital LLC.

The buyer is paying $30.5 million, including a note for $25
million and $5.5 million in cash.  In addition, The Woodlands,
Texas-based Rockland is giving the U.S. Energy Department
$6.6 million in guarantees and undertakings to provide funding.

A sale became necessary after the Energy Department objected to
the use of cash in which it was claiming a security interest. The
government said that Beacon's plant was losing $1 million a month
in cash.

Prior to the auction, the Company entered into an asset purchase
agreement with Rockland subsidiaries RC Beacon Acquisition and
Spindle Grid Regulation, as purchasers, to serve as a stalking
horse bid.

Pursuant to the purchase agreement, RC Beacon will pay cash to the
Company in an amount equal to approximately $4,700,000, of which
$750,000 has been committed to be paid to the Massachusetts
Development Finance Agency in full satisfaction of all of its
claims against the Company and receive assets, including property
and equipment, intellectual property owned or licensed by the
Company and the assumption of the Tyngsboro Lease for operational
real property located in Tyngsboro, Massachusetts. Spindle Grid
will pay cash to SRS in an amount equal to $800,000; deliver an
executed promissory note payable to the Department of Energy in
the principal amount of $25,000,000 and receive the included
assets, including intellectual property rights and software
licensed by SRS, all of the assets of the Stephentown facility, a
20 MW flywheel frequency regulation plant located in Stephentown,
New York and all assets of and grants related to the Hazle
Facility. Closing of the transactions contemplated by the purchase
agreement remains subject to the Federal Energy Regulatory
Commission's approval of the sale of the SRS assets and other
closing conditions.

                        About Beacon Power

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

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

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

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

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


BEAZER HOMES: Commences Exchange Offers of Conver. Notes & Units
----------------------------------------------------------------
Beazer Homes USA, Inc., has commenced separate exchange offers for
(i) any and all of its 7.50% Mandatory Convertible Subordinated
Notes due 2013 and (ii) any and all of its 7.25% Tangible Equity
Units.  Under the terms of the offers, the Company will exchange
the Subject Securities for newly issued shares of its common stock
and cash in lieu of fractional shares.  These exchange offers are
intended to reduce indebtedness and lower interest expense.

   -- The Notes Exchange Offer

For each $25 principal amount of Notes validly tendered and
accepted in the Notes exchange offer, the holder will receive
5.7348 shares of the Company's common stock.  As of Feb. 13, 2012,
$57.5 million aggregate principal amount of Notes is outstanding.

On Jan. 15, 2013, the mandatory conversion date of the Notes,
holders would receive up to a maximum of 5.4348 shares per Note,
depending on the trading price of the Company's common stock at
such time.  Accordingly, the Notes exchange offer allows tendering
holders to receive the maximum number of shares of common stock
they could receive on the mandatory conversion date, plus an
additional 0.30 shares of common stock.

   -- The Units Exchange Offer

For each Unit validly tendered and accepted in the Units exchange
offer, the holder will receive 4.9029 shares of common stock.  As
of Feb. 13, 2012, 3,000,000 Units are outstanding.

Each unit is comprised of (i) a prepaid stock purchase contract
and (ii) a senior amortizing note due Aug. 15, 2013.  As of
Feb. 13, 2012, the amortizing notes have an aggregate principal
balance of $8.9 million.  At maturity, holders of the prepaid
stock purchase contracts would automatically receive up to a
maximum of 4.3029 shares per contract, depending on the trading
price of the Company's common stock at such time.  Accordingly,
the Units exchange offer allows tendering holders to receive the
maximum number of shares of common stock they could receive at
maturity, plus an additional 0.60 shares of common stock.

                        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.


BEAZER HOMES: BlackRock Discloses 5.4% Equity Stake
---------------------------------------------------
BlackRock, Inc., disclosed in an amended Schedule 13G filing with
the U.S. Securities and Exchange Commission that, as of Dec. 31,
2011, it beneficially owns 4,079,753 shares of common stock of
Beazer Homes USA Inc. representing 5.40% of the shares
outstanding.  As previously reported by the TCR on Feb. 9, 2011,
BlackRock disclosed beneficial ownership of 5,468,088 shares.  A
full-text copy of the amended filing is available for free at:

                      http://is.gd/uOnGkm

                       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.


BLUEKNIGHT ENERGY: Neuberger Berman Holds 13.8% Equity Stake
------------------------------------------------------------
Neuberger Berman Group LLC and Neuberger Berman LLC disclosed in
an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission that, as of Dec. 31, 2011, they beneficially
own 3,141,632 shares of common stock of Blueknight Energy
Partners, L.P., representing 13.865% of the shares outstanding.  A
full-text copy of the filing is available at http://is.gd/tYplR6

                      About Blueknight Energy

Blueknight Energy Partners, L.P. (Pink Sheets: BKEP)
-- http://www.bkep.com/-- provides integrated terminalling,
storage, processing, gathering and transportation services for
companies engaged in the production, distribution and marketing of
crude oil and asphalt product. It provides services for the
customers, and its only inventory consists of pipeline linefill
and tank bottoms necessary to operate the assets. It has three
operating segments: crude oil terminalling and storage services,
crude oil gathering and transportation services, and asphalt
services.

The Company reported a net loss of $23.79 million on
$152.62 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $16.50 million on $156.77 million of
total revenue during the prior year.

The Company also reported net income of $25.89 million on
$131.12 million of total revenue for the nine months ended
Sept. 30, 2011, compared with a net loss of $10.60 million on
$113.53 million of total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$320.77 million in total assets, $333.23 million in total
liabilities, and a $12.46 million total partners' deficit.


BOSTON SCIENTIFIC: Moody's Withdraws 'Ba1' Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service upgraded the senior unsecured debt
ratings of Boston Scientific Corporation to Baa3 from Ba1 with a
stable outlook. At the same time, Moody's withdrew Boston
Scientific's Corporate Family, Probability of Default and
Speculative grade liquidity ratings. The outlook is stable.

Ratings upgraded:

Boston Scientific Corporation:

Senior unsecured notes to Baa3 from Ba1

Senior shelf to (P)Baa3 from (P)Ba1

Ratings withdrawn:

Boston Scientific Corporation:

Ba1 Corporate Family Rating

Ba1 PDR

SGL-1

Moody's rating action is based on its belief that the company will
be able to maintain sufficient financial flexibility despite weak
sales growth and competitive pressures in its core drug eluting
stent (DES) and cardiac rhythm management markets (CRM).

"Boston Scientific's commitment to lower leverage and cost-cutting
initiatives should provide it with sufficient cushion to withstand
ongoing pressures in its core markets," said Diana Lee, a Moody's
Senior Credit Officer. "Furthermore, patent litigation risk
continues to wind down, as recent developments appear to weigh in
Boston Scientific's favor."

The company's Baa3 rating considers its size, diversification and
good cash flow, but also incorporates its declining sales trends,
strong competition in its core maturing markets and outstanding
litigation. The rating also incorporates Moody's belief that
Boston Scientific will need to rely more on investing in new
technologies in order to remain competitive with peers that are
farther along in commercializing or developing certain key cardiac
devices.

In addition to receiving earlier than expected US approval for its
PROMUS Element Plus drug eluting stent (DES), the company recently
introduced new CRT and ICD platforms. While fourth quarter results
showed some slippage in market share for both DES and CRM, Moody's
expects that once fully launched, these new products will help
Boston reverse share losses. The appointment of Mike Mahoney --
with prior experience in the medical device space -- to President
and later this year, CEO, is viewed favorably although there
remains some uncertainty associated with the transition.

Competition in both the DES and CRM markets continues to ratchet-
up as all players are in the midst of introducing new products.
Recent safety concerns involving stent deformation and a
competitor's CRM lead are also factors that could influence the
uptake of new products. All medical device companies will
increasingly face the challenges of physicians having less
influence in purchasing decisions while hospitals and payors
demand demonstrated cost effectiveness.

The stable outlook reflects Moody's expectation that newly
introduced DES and CRM products will help reverse recent market
share losses and that, even as a new CEO transitions later this
year, the company will not engage in large debt financed
acquisitions or buyback initiatives. The outlook also reflects
Moody's belief that free cash flow to debt will be sustained
around 20% and debt/EBITDA will be sustained at levels well below
3.0 times.

If Boston Scientific can improve market share in existing mature
businesses while becoming competitive in newer technologies and
continue to internally fund acquisitions and buybacks, the ratings
could be upgraded. Debt/EBITDA and free cash flow to debt
sustained around 2.0 times and around 25%, respectively, could
help support an upgrade. If the company sees further deterioration
in sales and market share due to competitive or regulatory or
economic pressures or if it engages in large debt financed
acquisitions, buybacks or litigation payouts, ratings could be
downgraded. If debt/EBITDA and free cash flow to debt are expected
to be sustained above 3.0 times and below 15%, respectively, the
ratings could be downgraded.

The principal methodology used in rating Boston Scientific was the
Global Medical Products & Device Industry Methodology published in
October 2009.

Boston Scientific Corporation, headquartered in Natick,
Massachusetts, is a worldwide developer, manufacturer and marketer
of medical devices, specializing in a broad range of
interventional and cardiac rhythm management devices.


BUFFETS INC: Taps Young Conaway as Bankruptcy Counsel
-----------------------------------------------------
Buffets Restaurants Holdings, Inc., et al., ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Young Conaway Stargatt & Taylor, LLP as local bankruptcy
counsel.

The hourly rates of the principal attorneys and paralegal
designated to represent the Debtors are:

         Pauline K. Morgan            $700
         Joel A. Waite                $700
         Sean T. Greecher             $410
         Ryan M. Bartley              $330
         Travis G. Buchanan           $270
         Dennis Mason, paralegal      $230

Young Conaway received a retainer in an initial amount of $50,000,
and an additional $45,000, in connection with the planning and
preparation of initial documents, etc., and the firm's proposed
representation of the Debtors.  The remainder will constitute a
general retainer as security for postpetition services and
expenses.

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

                        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.  Epiq Bankruptcy Solutions LLC serves as claims,
noticing and balloting agent.

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.

The U.S. Trustee has appointed a 5-member Official Committee of
Unsecured Creditors in the Debtors' cases.


BUFFETS INC: Meeting of Creditors Slated for Feb. 27
----------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
in Buffets Restaurants Holdings, Inc., et al.'s Chapter 11 case on
Feb. 27, 2012, at 1:30 p.m. (Eastern Time).  The meeting will be
held at 2nd Foor, Room 2112, J. Caleb Boggs Federal Building, 844
North King Street, Wilmington, Delaware.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                        About 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.  Epiq Bankruptcy Solutions LLC serves as claims,
noticing and balloting agent.

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.

The U.S. Trustee has appointed a 5-member Official Committee of
Unsecured Creditors in the Debtors' cases.


BUFFETS INC: Wants Until March 18 to File Schedules
---------------------------------------------------
Buffets Restaurants Holdings, Inc., et al., ask the U.S.
Bankruptcy Court for the District of Delaware to extend until
March 18, 2012, the time to file their schedules of assets and
liabilities and statement of financial affairs.

The Debtors explain that they need more time to compile and
consolidate the date required for the schedules and statements.
The extension would enable them to  assemble and verify
information and prepare the schedules and statements.

                        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.  Epiq Bankruptcy Solutions LLC serves as claims,
noticing and balloting agent.

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.

The U.S. Trustee has appointed a 5-member Official Committee of
Unsecured Creditors in the Debtors' cases.


BUFFETS INC: Taps HMS to Negotiating Lease Restructures
-------------------------------------------------------
Buffets Restaurants Holdings, Inc., et al., ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Huntley, Mullaney, Spargo & sullivan, Inc. as special real
estate consultant.

HMS will, among other things:

    -- negotiate with landlords and their agents with respect to
       lease modifications and present proposed transactions to
       the Debtors for approval;

    -- assist the Debtors in implementing and negotiating lease
       restructures; and

    -- assist in identifying and evaluating candidates for
       potential sales of owned properties.

The fees that will be payable to HMS are, among other things:

   1. $10,000 monthly fee;

   2. In the event that HMS successfully renegotiates the rent
      terms or duration of a lease, HMS will be paid a fee equal
      to: (i) 11% of the total cash savings for properties where
      HMS negotiates a rent reduction; or (ii) 11% of the total
      cash savings plus $2,500 for each year of the base term
      which is converted to an option or eliminated by the
      renegotiation.

   3. Lease termination fees equal to 4.8% of the total savings
      achieved as a result of lease termination.

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

                        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.  Epiq Bankruptcy Solutions LLC serves as claims,
noticing and balloting agent.

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.

The U.S. Trustee has appointed a 5-member Official Committee of
Unsecured Creditors in the Debtors' cases.


BUILDERS FIRSTSOURCE: Stadium Capital Holds 15.9% Equity Stake
--------------------------------------------------------------
Stadium Capital Management, LLC, 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 15,139,020 shares of common stock of Builders FirstSource,
Inc., representing 15.9% of the shares outstanding.  As previously
reported by the TCR on July 8, 2011, Stadium Capital disclosed
beneficial ownership of 14,808,890 shares.  A full-text copy of
the amended filing is available at http://is.gd/wzR3gt

                    About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc. --
http://www.bldr.com/-- supplies and manufactures building
products for residential new construction.  The Company operates
in 9 states, principally in the southern and eastern United
States, and has 55 distribution centers and 51 manufacturing
facilities, many of which are located on the same premises as its
distribution facilities.

Builders FirstSource reported a net loss of $95.51 million on
$700.34 million of sales for the year ended Dec. 31, 2010,
compared with a net loss of $61.85 million on $677.88 million of
sales during the prior year.

The Company also reported a net loss of $48.29 million on
$586.41 million of sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $70.89 million on $553.25 million of
sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$391.03 million in total assets, $274.02 million in total
liabilities, and $117.01 million in total stockholders' equity.

                           *     *     *

Builders FirstSource Inc. carries 'CCC+' issuer credit ratings,
with negative outlook, from Standard & Poor's.   S&P affirmed the
ratings in April 2011.  "The ratings affirmation reflects our
belief that Builders FirstSource will likely continue to generate
negative free cash flow over the upcoming year, given the ongoing
weakness in new residential housing markets.  While the company's
liquidity position, which we currently view as adequate, is likely
to somewhat improve due to the increased cash balances following
the planned refinancing and the extended maturity of its revolving
credit facility, it will likely continue to rely primarily on its
cash balances to meet its interest and operating obligations until
total housing starts improve at least 35% from 2010's level.  If
housing starts were to remain at its recent historically low
levels, we believe the proposed refinancing would allow Builders
FirstSource to fund its anticipated cash shortfall for
approximately two years.  The ratings also reflect what Standard &
Poor's Ratings Services considers to be the company's vulnerable
business profile given its significant exposure to highly cyclical
new residential construction markets and its narrow end-market
focus and geographic scope," S&P elaborated.

In April 2011, Moody's Investors Service assigned 'Caa2' corporate
family rating and probability of default ratings to Builders
FirstSource.  Moody's said the 'Caa2' Corporate Family Rating
results from very weak operating performance due to ongoing
pressures in the residential new construction end market, the
primary driver of BLDR's revenues.  Although some areas within
BLDR's primary geographic markets of North Carolina and South
Carolina may have some pockets of strength, overall, Moody's does
not expect substantial improvement in new housing starts in 2011
relative to 2010.  The company's products are highly price
sensitive to competition and ongoing market conditions, making it
difficult for it to pass on substantial price increases.  It is
also exposed to fluctuating costs associated with lumber, its
major raw material, adding to earnings volatility. For 2010,
adjusted operating margins are inadequate at negative 7.6% and
free cash flow-to-debt is insufficient at negative 15.3% (adjusted
per Moody's methodology).  The company's inability to generate
positive earnings will result in very weak credit metrics for the
foreseeable future and will require cash to fund operating
shortfalls.


C&D TECHNOLOGIES: Swiss Re Financial Owns 8% Equity Stake
---------------------------------------------------------
Swiss Re Financial Products Corporation disclosed in an amended
Schedule 13G filing with the U.S. Securities and Exchange
Commission that, as of Feb. 13, 2012, it beneficially owns
1,221,254 shares of common stock of C&D Technologies, Inc.,
representing 8.04% based on 15.19 million shares outstanding as of
Oct. 31, 2011.  A full-text copy of the filing is available for
free at http://is.gd/LjzRmX

                      About C&D Technologies

C&D Technologies, Inc., is a manufacturer, marketer and
distributor of electrical power storage systems for the standby
power storage market.  The Company makes lead acid batteries and
standby power systems that integrate lead acid batteries with
other electronic components, which are used to provide backup or
standby power for electrical equipment in the event of power loss
from the primary power source.

C&D Technologies in December 2010 escaped a bankruptcy filing
after completing an out-of-court restructuring that reduced the
Company's total debt from approximately $175 million to
$50 million.  The Company in September had entered into a
restructuring support agreement with noteholders to a
restructuring that will be effected through (i) an offer to
exchange the Company's outstanding notes for up to 95% of the
Company's common stock, or (ii) a prepackaged plan of
reorganization under Chapter 11 of the U.S. Bankruptcy Code, if
the exchange offer fails to get the requisite support.  C&D
Technologies elected not to make a semi-annual interest
payment due on its 5.25% Convertible Senior Notes due 2025 on
Nov. 1, 2010.

The Company reported a net loss of $55.55 million on
$354.83 million of net sales for the fiscal year ended Jan. 31,
2011, compared with a net loss of $25.78 million on
$335.71 million of net sales during the prior fiscal year.

The Company reported a net loss of $5.42 million on
$276.33 million of net sales for the nine months ended Oct. 31,
2011, compared with a net loss of $62.60 million on
$256.16 million of net sales for the same period during the prior
year.

The Company's balance sheet at Oct. 31, 2011, showed
$255.70 million in total assets, $164.68 million in total
liabilities and $91.01 million in total equity.


CAESARS ENTERTAINMENT: Extends Maturity of $2.7BB Loan to 2018
--------------------------------------------------------------
Caesars Entertainment Corporation, on Feb. 13, 2012, reported that
its wholly owned subsidiary, Caesars Entertainment Operating
Company, Inc., the Borrower, received the requisite consents
required for the previously announced amendment to the Borrower's
senior secured credit agreement.  In connection with the
amendment, of the approximately $5.0 billion of B-1, B-2 and B-3
term loans outstanding as of Sept. 30, 2011, lenders under the
Credit Agreement have elected and, subject to the conditions of
the amendment, the Borrower has agreed to extend the maturity of
approximately $2.7 billion aggregate principal amount of B-1, B-2
and B-3 term loans from Jan. 28, 2015, to Jan. 28, 2018, as a new
tranche of Term B-6 Loans.  The Term B-6 Loans will have a
springing maturity to April 14, 2017, if more than $250.0 million
of the Borrower's 11.25% Senior Secured Notes due 2017 remain
outstanding on April 14, 2017.

As part of the amendment, the Borrower's existing tranche of
approximately $1.2 billion of B-5 term loans maturing on Jan. 28,
2018, was also modified to provide for the same springing maturity
that applies to the Term B-6 Loans.  Upon the effectiveness of the
amendment, the Borrower will repay term loans of extending lenders
in an amount equal to 40% of the principal amount of term loans
elected to be extended.  After taking into account the repayment
of a portion of the Term B-6 Loans, there will be approximately
$1.8 billion of Term B-6 Loans outstanding.  That amount of Term
B-6 Loans outstanding does not take into account any amount of
existing revolver commitments with a maturity of Jan. 28, 2014,
that lenders may elect to convert into Term B-6 Loans in
connection with the amendment.  The deadline for the election to
convert existing revolver commitments into Term B-6 Loans in
connection with the amendment is Feb. 17, 2012.

After giving effect to the amendment and the contemplated
extension and repayment of term loans, there will be approximately
$2.1 billion of original maturity B-1, B-2 and B-3 term loans
outstanding.  The effectiveness of the amendment and the extension
of the loans thereunder is subject to customary closing
conditions, including receipt of required gaming regulatory
approvals and the reaffirmation of the security under the Credit
Agreement.

                    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.


CANYON HOLDINGS: Involuntary Chapter 11 Case Summary
----------------------------------------------------
Alleged Debtor: Canyon Holdings LLC Series Southgate 42
                1366 91st Avenue NE
                Clyde Hill, WA 98004

Bankruptcy Case No.: 12-11327

Involuntary Chapter 11 Petition Date: February 13, 2012

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Debtor's Counsel: Pro Se

Creditor who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
Joseph Novak                       Loan                 $1,500,000
15718 24th Drive SE
Mill Creek, WA 98012


CARITAS HEALTH: Disclosure Statement Hearing Set for Feb. 22
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
will convene a hearing on Feb. 22, 2012, at 1:30 p.m., prevailing
Eastern Time, to consider approval of the First Amended Disclosure
Statement explaining the First Amended Plan of Liquidation of
Caritas Health Care, Inc., and its debtor-affiliates.

The Plan provides a means by which the proceeds of the liquidation
of the Debtors' assets will be distributed under Chapter 11 of the
Bankruptcy Code, and sets forth the treatment of all Claims
against and Interests in the Debtors.  The Debtors have
consummated the sale of substantially all of their physical assets
pursuant to orders of the Court authorizing the Debtors to sell
(i) their equipment and medical supplies and (ii) their real
estate assets. The Plan implements the distribution of the
proceeds of those asset sales to holders of allowed Claims, and
provides for liquidation of any remaining assets and a process for
recovery of any causes of action belonging to the Debtors' and
their estates.

Holders of Allowed Administrative Claims, Priority Tax Claims and
Professional Fee Claims will be paid in full.  U.S. Trustee Fess
will be paid in accordance with the applicable schedule for
payment of those fees.

Holders of Allowed Secured Claims will get, either:

   (a) paid in full, in Cash;

   (b) the legal, equitable and contractual rights to which the
       Claim entitles the holder, unaltered by the Plan;

   (c) the treatment described in Section 1124(2) of the
       Bankruptcy Code; or

   (d) all collateral securing the Claim.

Holders of Allowed Other Priority Claims will be paid in full, in
Cash.

Holders of Unsecured Claims will get what's left of the Cash from
net sale proceeds after all Administrative Claims, Professional
Fee Claims, Priority Tax Claims and Other Priority Claims are paid
in full.  The Debtors anticipate that Unsecured Claims will
receive a recovery of between 1% and 3%.

Holders of Medical Malpractice Claims may choose to litigate their
claims and their recovery will be limited to available insurance
or they may seek allowance of their claims, which Allowed Claims
will receive a pro rata distribution, capped at 50% of the amount
of any Allowed Medical Malpractice Claim, of the Medical
Malpractice Reserve of $450,000.

Holders of all Interests in the Debtors will get nothing.

The Plan will be implemented by a Plan Administrator.  The
Official Committee of Unsecured Creditors will continue as the
Post Effective Date Committee.

The Debtors and their professional advisors have analyzed
different scenarios and believe that the Plan will provide for a
more favorable distribution to holders of Allowed Claims than
would otherwise result if the Debtors were liquidated under
Chapter 7 of the Bankruptcy Code.  In addition, any alternative
other than Confirmation of the Plan could result in extensive
delays and increased administrative expenses resulting in
potentially smaller distributions to the holders of Allowed
Claims. Accordingly, the Debtors recommend confirmation of the
Plan and urge all holders of impaired Claims to vote to accept the
Plan.

A copy of Caritas Health's First Amended Disclosure Statement is
available for free at:

   http://bankrupt.com/misc/CARITAS_HEALTH_ds_1stamended.pdf

                    About Caritas Health Care

Caritas Health Care Inc. was the owner of Mary Immaculate Hospital
and St. John's Queens Hospital.  Caritas, created by Wyckoff
Heights Medical Center, purchased the two hospitals in a
bankruptcy sale in early 2007 from St. Vincent Catholic Medical
Centers of New York.  St. John's has 227 generate acute-care beds
while Mary Immaculate has 189.

Caritas Health Care, Inc., and eight of its affiliates sought
chapter 11 protection (Bankr. E.D.N.Y., Case No. 09-40901) on
Feb. 6, 2009.  Jeffrey W. Levitan, Esq., and Adam T. Berkowitz,
Esq., at Proskauer Rose, LLP, represent the Debtors.  Martin G.
Bunin, Esq., and Craig E. Freeman, Esq., at Alston & Bird LLP,
represent the official committee of unsecured creditors.

Caritas sold the hospitals to Joshua Guttman in November 2009 for
$17.7 million.


CDC CORP: Unit Fights Parent Company's Plan to Sell its Shares
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that CDC Software Corp. is
fighting to keep its ownership intact while its parent company and
biggest shareholder, CDC Corp., figures out how to pay off a $65
million legal judgment that prompted it to file for bankruptcy.



As reported in the Feb. 10, 2012 edition of the TCR, CDC Corp. has
found an investor to buy its CDC Software Corp. subsidiary, a
proposed $250 million sale that would leave the holding company
without its most valuable operating subsidiary but able to pay off
the multimillion-dollar legal judgment that forced it into
bankruptcy protection.

CDC Corp. signed deal to sell, absent higher and better offers,
its 87 percent interest in CDC Software Corp. to Vista Equity
Holdings LLC for $250 million.  The offer from Chicago-based Vista
is $10.50 for each share of CDC Software that CDC owns. Should
Vista be outbid, CDC wants to pay a breakup fee of about $10
million, or 4 percent of the purchase price.

CDC arranged a Feb. 16 hearing at the U.S. Bankruptcy Court in
Atlanta where the judge will approve auction and sale procedures.
If the proposed rules are approved, bids would be due March 9,
followed by an auction on March 16.

CDC says the sale will be sufficient to pay all claims, including
a $67 million judgment and $5 million owing to trade suppliers,
plus professional fees.

A report by the TCR on Jan. 25, 2012, said that CDC Software Corp.
has sought to sell two of its subsidiaries, which account for 28%
of its annual revenues, to investment firm Marlin Equity Partners
for US$60 million and has already executed a letter of intent.
But CDC Corp. sued its subsidiary, arguing that the sale would
cause CDC Corp. shareholders to "lose substantial value, perhaps
irretrievably."

                         About CDC Corp

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

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

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.





CEDAR FAIR: S&P Raises Corporate Credit Rating to 'BB-'
-------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Sandusky, Oh.-based theme park operator Cedar Fair L.P.
to 'BB-' from 'B+'. "At the same time, we raised our issue-level
rating on Cedar Fair's senior secured credit facility to 'BB' from
'BB-' and maintained our recovery rating of '2'. We also raised
our issue-level rating on Cedar Fair's senior unsecured notes to
'B' from 'B-' and maintained our recovery rating of '6'. All
ratings were removed from CreditWatch, where they were placed with
positive implications on Jan. 23, 2012. The rating outlook is
stable," S&P said.


CELL THERAPEUTICS: BlackRock Ceases to Hold 5% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that, as of
Jan. 31, 2012, it beneficially owns 10,482,776 shares of common
stock of Cell Therapeutics Inc. representing 4.63% of the shares
outstanding.  As previously reported by the TCR on Feb. 14, 2012,
BlackRock disclosed beneficial ownership of 10,386,223 shares.  A
full-text copy of the amended filing is available for free at:

                        http://is.gd/LiBKvT

                      About Cell Therapeutics

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

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

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

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

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

                        Bankruptcy Warning

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

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


CHEF SOLUTIONS: Debtor Files Proposed Liquidating Plan
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Food Processing Liquidation Holdings LLC filed a
proposed liquidating Chapter 11 plan this week along with a
proposed disclosure statement.

Chef Solutions was renamed to Food Processing Liquidation Holdings
LLC, following the sale of most of the assets to RMJV, L.P., a
joint venture between Mistral Capital Management LLC and Reser's
Fine Foods Inc.  In addition to debt assumption, the price
included $35.9 million in cash to pay off secured debt plus a
$25.3 million credit bid.

The Debtors entered into an asset purchase agreement with RMJV on
the Petition Date.  On Nov. 15, 2011, the Court approved the APA
and the sale, and on Nov. 21, the sale closed.

Chef Solutions, through subsidiary Orval Kent Food, is the second
largest manufacturer in North America of fresh prepared foods for
retail, foodservice and commercial channels.

Chef Solutions and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Case No. 11-13139) on Oct. 4, 2011.  Debtor Orval
Kent Food Company disclosed $82,902,336 in assets and $126,085,311
in liabilities in its schedules.

Judge Kevin Gross presides over the case.  Lawyers at Richards,
Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel.
Donlin Recano is the claims and notice agent.  Piper Jaffray & Co.
has been hired as investment banker.  PricewaterhouseCoopers
serves as financial advisor.

Lowenstein Sandler PC and Polsinelli Shughart serve as counsel to
the creditors' committee appointed in the case.  Mesirow Financial
Consulting, LLC, is the financial advisor.


CHESAPEAKE ENERGY: Moody's Affirms 'Ba2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service changed Chesapeake Energy Corporation's
(Chesapeake) rating outlook to stable from positive. Moody's
affirmed Chesapeake's Ba2 Corporate Family Rating (CFR) and Ba3
senior unsecured notes ratings. The company's proposed offering of
$1 billion senior notes due 2019 has been assigned a Ba3 rating.
The proceeds of the notes offering will be used to repay revolver
borrowings and provide liquidity to fund planned capital
expenditures in 2012. The Speculative Grade Liquidity rating
remains SGL-3.

RATINGS RATIONALE

"Changing the rating outlook to stable from positive reflects the
adverse effect of weak natural gas prices on Chesapeake Energy's
operating cash flows," commented Pete Speer, Moody's Vice-
President. "The company's capital expenditure plans far exceed its
cash flows, necessitating the execution of continued asset sales
and capital raising transactions in 2012."

Chesapeake announced today a list of asset sales and other
monetization transactions to fill the vast gap between its planned
capital expenditures and operating cash flows. The initial two
transactions that are expected to be completed within 60 days
involve a volumetric production payment (VPP) and another
financial transaction similar to the recent Utica Shale subsidiary
preferred stock issuance completed in the fourth quarter of 2011.
Moody's considers VPP transactions as debt and while Moody's is
still evaluating the preferred stock issued in the Utica
transaction, it is likely that Moody's will treat a large portion
of these securities, if not all, as debt in Moody's analysis.
Therefore with this bond offering the company will be increasing
its adjusted debt balance by up to $3 billion this quarter,
providing necessary liquidity but raising its financial leverage.

The asset sales to come later in 2012 have the potential to reduce
Chesapeake's adjusted debt and leverage metrics. But given the
inherent uncertainty regarding the execution and ultimate proceeds
received from these future transactions combined with the
potential for further declines in natural gas prices Moody's has
changed the outlook to stable. If Chesapeake's leverage rises
and/or liquidity tightens then the ratings could be downgraded.
Debt/average daily production and debt/proved developed (PD)
reserves above $35,000/boe and $12/boe on a sustained basis could
result in a ratings downgrade. In order for the ratings to be
upgraded Chesapeake's leverage metrics have to decline
significantly from present levels and its liquidity will have to
materially improve and be less reliant on monetization
transactions. Debt/average daily production and debt/PD
approaching $25,000/boe and $9/boe on a sustainable basis could
result in a ratings upgrade to Ba1.

Chesapeake's Ba2 CFR incorporates the benefits of its very large
proved reserve and production scale, big acreage positions in
multiple basins across the US, low operating costs and successful
execution through the drillbit. These strengths are
counterbalanced by high adjusted debt levels relative to cash
flows, production and proved developed (PD) reserves resulting
from a long track record of rapid growth through acreage
acquisitions and capital spending greatly in excess of cash flows.
The substantial funding need for Chesapeake to hold its acreage
positions and transition from natural gas to oil and natural gas
liquids has been met through various monetization transactions,
some of which Moody's views as debt. These transactions have
resulted in significant structural and analytical complexity that
result in numerous material adjustments to the reported financial
statements in arriving at Moody's adjusted debt and key leverage
metrics.

The Ba3 rating on the company's senior unsecured notes reflects
both the overall probability of default of Chesapeake, to which
Moody's assigns a PDR of Ba2, and a loss given default of LGD 5
(70%). Chesapeake has a $4 billion senior secured revolving credit
facility and a $600 million senior secured facility for its wholly
owned midstream assets. The size of the potential priority claim
to the assets relative to the senior unsecured notes outstanding
results in the senior notes being rated one notch beneath the Ba2
CFR under Moody's Loss Given Default Methodology.

The principal methodology used in rating Chesapeake Energy
Corporation was the Independent Exploration and Production (E&P)
Industry Methodology published in December 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Chesapeake Energy Corporation is an independent exploration and
production company headquartered in Oklahoma City, Oklahoma.


CHESAPEAKE ENERGY: S&P Assigns 'BB+' Rating to Sr. Unsec. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
Chesapeake Energy Corp.'s proposed $1 billion senior unsecured
notes due 2019. "The recovery rating is '3', which indicates our
expectation of meaningful recovery (50% to 70%) in the event of a
default," S&P said.

"Standard & Poor's affirmed the ratings on Chesapeake and revised
the outlook to negative on Feb. 6, 2012. Apart from its proposed
debt issuance, Chesapeake announced planned funding actions in
2012 totaling $10 billion to $12 billion, in part, to fund the
expected shortfall in its operating cash flow compared with
planned capital spending levels," S&P said. While Chesapeake's
announcements underscore the range of financing options available
to the company, S&P believes the negative outlook remains
appropriate, given:

    The extent to which credit metrics could be strained by
    persisting weak natural gas prices,

    The extent to which some of the funding alternatives
    (including volumetric production payment transactions and
    preferred stock issuance) are considered debt-like under
    Standard & Poor's criteria, and

    Uncertainty regarding the company's planned spending levels
    and uncertainty about Chesapeake's use of proceeds in excess
    of those needed to fund near-term investment requirements.

Ratings List
Chesapeake Energy Corp.
Corporate Credit Rating                BB+/Negative/--

Rating Assigned
$1 bil sr secd notes due 2019           BB+
  Recovery rating                       3


CITYCENTER HOLDINGS: S&P Affirms 'B-' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services' 'B' issue-level and '2'
recovery ratings on Las Vegas-based CityCenter Holdings LLC's
senior secured first-lien notes are unchanged, incorporating the
proposed $240 million add-on, which will bring the aggregate
dollar amount to $1.14 billion. The additional notes will be
co-issued by wholly owned subsidiary CityCenter Finance Corp.,
issued under the indenture pursuant to which the company issued
its existing $900 million senior secured first-lien notes due 2016
and $600 million senior secured second-lien pay-in-kind (PIK)
toggle notes due 2017.

"At the same time, we affirmed our ratings, including our 'B-'
corporate credit rating, on the company and revised our rating
outlook to stable from negative," S&P said.

"Net proceeds from the proposed notes, along with a portion of
cash on the balance sheet, will be used to repay $300 million of
the $375 million currently outstanding under the company's senior
secured credit facility," S&P said.

"The revision of our rating outlook on CityCenter to stable from
negative follows substantially improved performance in 2011 and
reflects our expectation that operating conditions on the Las
Vegas Strip will continue to improve at least modestly in 2012 and
2013," said Standard & Poor's credit analyst Ben Bubeck. "We
believe this continued growth trend will result in CityCenter's
cash flow generation reaching a level sufficient to meet debt
service and capital spending needs, despite total debt (including
sponsor indebtedness in excess of $1 billion) to EBITDA remaining
well above 10x."

"Our 'B-' corporate credit rating on CityCenter reflects our
assessment of the company's financial risk profile as 'highly
leveraged' and our assessment of the company's business risk
profile as 'weak,' according to our criteria," S&P said.

"Our assessment of CityCenter's financial risk profile as 'highly
leveraged' reflects a large debt burden and EBITDA generation
which, while substantially improved in recent periods, still only
approximates total interest expense. These factors are somewhat
tempered by liquidity enhancements to facilitate a continued ramp-
up, as well as our view that the Las Vegas Strip should continue
to realize at least modest growth in gaming revenues and moderate
growth on the lodging side of the business over the next few
years," S&P said.

"Our assessment of CityCenter's business risk profile as "weak"
reflects the company's reliance on a single property in a highly
competitive gaming market, but also considers the high quality of
the asset and its beneficial location at the center of the Las
Vegas Strip," S&P said.

"CityCenter's operating performance improved meaningfully in 2011.
EBITDA during the first nine months of 2011 was $158 million,
compared with just $68.7 million (including $116 million in
forfeited residential deposits) for all of 2010. In conjunction
with additional notes offering, management announced preliminary
results for the fourth quarter of 2011, including net revenue of
approximately $269 million (compared with $255.2 million in 2010)
and EBITDA of $54 million (compared with $16.3 million, including
$8 million in forfeited residential deposits, in 2010). Operating
performance benefited from management's progress in addressing
heightened operating costs. Additionally, like other operators on
the Las Vegas Strip, CityCenter's lodging business is performing
well. During the nine months ended Sept. 30, 2011, Aria's
occupancy improved to 87.4% from 74.8% in the prior year, while
average daily rate improved to $201 from $181," S&P said.

"We expect performance at CityCenter will continue to improve over
the intermediate term. Our forecast incorporates our belief that
the Las Vegas Strip should realize at least modest growth in
gaming revenues and operators should achieve continued moderate
growth on the lodging side of the business over the next few
years. However, our forecast for 2012 for CityCenter is for only
slight growth in net revenue and flat-to-slightly down EBITDA in
2012, as higher than expected table games hold at Aria in 2011 has
the potential to be an unfavorable comparison for 2012
performance. Our preliminary forecast for 2013 is for mid-single
digit percentage growth in net revenue and EBITDA growth of about
10%. Still, under our intermediate-term performance expectations,
we expect total debt (including sponsor indebtedness in excess
of $1 billion) to EBITDA to remain above 10x, and EBITDA coverage
of total interest to remain below 1.5x at the end of 2013, both of
which are in line with our 'B-' rating," S&P said.

CityCenter Holdings LLC, a 50/50 joint venture between
subsidiaries of MGM Resorts International and Dubai World, is the
owner and operator of CityCenter, a mixed-use development on the
Las Vegas Strip that includes the components: ARIA Resort &
Casino--a 4,004-room casino resort; Crystals--a retail complex
with approximately 329,000 currently leasable square feet;
Mandarin Oriental, Las Vegas--a nongaming boutique hotel with 392
guestrooms and 225 luxury condominium residences; Vdara Hotel and
Spa--a nongaming 1,495-room luxury condominium-hotel; and
Veer Towers--twin towers comprising 669 condominium units.

"CityCenter has agreed with MGM to manage ARIA, Crystals, and
Vdara. Mandarin Oriental is managed by a third party. All of the
approximately 8,500 employees at CityCenter (as of Sept. 30, 2011)
are employees of MGM on assignment, and CityCenter customers
participate in MGM's player club. Despite this very close
relationship with MGM, our rating on CityCenter is not currently
linked to that of MGM because MGM is not a majority owner of the
entity and does not have the financial flexibility to provide
meaningful support. However, given this relationship, we expect
the ratings to be closely aligned for the foreseeable future," S&P
said.

"Based on its likely sources and uses of cash over the next 12 to
18 months and incorporating our performance expectations,
CityCenter has an adequate liquidity profile, according to our
criteria," S&P said. Relevant expectations and assumptions in
S&P's assessment of CityCenter's liquidity profile include:

    "We expect sources of liquidity over the next 12 to 18 months
    to exceed uses by at least 1.2x," S&P said.

    "We believe net sources would be positive, even if EBITDA over
    the next 12 months is 15% below our expectation," S&P said.

    "While cash flow generated at the property may only modestly
    exceed total interest expense, our assessment takes into
    account liquidity support provided by the prefunded interest
    reserve on the first-lien debt through mid-2012 and the
    company's ability to pay interest on the second-lien notes
    entirely in cash, entirely via PIK interest accrual, or 50%
    cash and 50% PIK. The July 2012 interest payment on the second
    lien notes will be paid in kind," S&P said.

"CityCenter's liquidity sources consist of unrestricted cash on
the balance sheet (expected to approximate $80 million pro forma
for the additional notes proceeds and repayment of the $300
million of the company's senior secured credit facility) and cash
generated from operations. Additional sources of liquidity could
include proceeds from the sale of condo units, although we have
not incorporated any cash inflows from condo sales into our
rating, given the prevailing state of the real estate market.
Certain mechanics lien claims related to the property's
construction exist against the property. We believe any payout for
litigation would be covered under the restated completion
guarantee provided by MGM; however, MGM's ability to fund a
substantial judgment against the company is uncertain. We expect
maintenance capital expenditure requirements to be minimal for the
next few years, and currently assume approximately $25 million of
maintenance spending per year in 2012 and 2013," S&P said.

"The minimum interest coverage covenant under CityCenter's amended
and restated senior secured term loan is scheduled to commence in
the quarter ending Sept. 30, 2012 at a level of 1.10x (excluding
interest attributable to the sponsor subordinated notes), and step
up to 1.50x at Sept. 30, 2013. Under our current long-term EBITDA
projections, we believe CityCenter could be challenged to meet the
1.50x threshold at the end of 2013, although equity cure
provisions in the credit agreement would likely facilitate
compliance, as long as the property continues to ramp up
thereafter. There are no debt maturities until the term loan
matures in 2015," S&P said.

"Our rating outlook on CityCenter is stable, reflecting our
expectation that operating conditions on the Las Vegas Strip will
continue to improve at least modestly over the intermediate term,
which we believe will result in CityCenter generating cash flow
sufficient to meet debt service and capital spending needs,
despite weak credit measures. We could lower our rating if
performance is below our expectations, leading us to believe
EBITDA will remain below levels required to meet debt service and
capital spending needs for a more prolonged period. This could
result from a more modest growth trend in gaming revenues across
the Las Vegas Strip than we currently expect, management's
inability to sustain EBITDA margin improvement following cost
containment efforts, or an unanticipated meaningful cash outflow
stemming from ongoing litigation at the property. Given that we
expect credit measures to remain weak over the intermediate term,
including leverage above 10x and interest coverage below 1.5x,
rating upside seems unlikely over the next few years," S&P said.


CITYCENTER: Moody's Assigns 'B1' Rating to First Lien Notes
-----------------------------------------------------------
Moody's Investors Service assigned a B1 rating to CityCenter
Holdings, LLC's (CityCenter) proposed issuance of $240 million
senior secured first lien notes. The notes are an add-on to the
company's existing $900 million 7.625% senior secured first lien
notes due 2016. The net proceeds together with cash on hand will
be used to repay $300 million of unrated and outstanding first
lien bank term loans due 2015.

New rating assigned:

$240 million 7.625% senior secured first lien notes due 2016 at B1
(LGD 2, 17%)

Ratings affirmed and LGD assessments updated:

Corporate Family Rating at Caa2

Probability of Default Rating at Caa2

$900 million 7.625% senior secured first lien notes due 2016 at B1
(LGD 2, 17% from 18%)

$600 million 10.75% senior secured second lien PIK notes due 2017
at Caa2 (LGD 4, 54% from 55%)

RATINGS RATIONALE

The affirmation of CityCenter's Caa2 Corporate Family Rating
considers that while the proposed note issuance will extend the
maturity of $240 million to 2016 from 2015 -- a credit positive --
the net debt repayment of approximately $135 million (since
9/30/2011) will not have a material impact on the company's high
leverage. Moody's continues to expect that CityCenter's debt to
EBITDA through fiscal 2012 will remain above 13 times including
$1.1 billion of unsecured subordinated PIK sponsor debt (about 8.3
times excluding the sponsor debt). Moody's estimates EBITDA minus
capital expenditures to total interest was around 1.0 times.
CityCenter's high leverage and thin coverage are largely the
result of a slower than expected ramp-up of the property given
that it opened during a recessionary period.

The B1 rating assigned to the proposed notes reflects the
approximate $1.75 billion of effectively junior debt in the
capital structure comprised of about $650 million second lien
notes and $1.1 billion of unsecured sponsor subordinate debt.
CityCenter does not have a revolving credit facility in place but
intends to pursue entering into one subsequent to the proposed
note issuance. Until such time that a revolver is put in place,
CityCenter is reliant on the funded interest reserve and cash flow
to fund it interest and capital spending needs.

The positive rating outlook reflects Moody's view that operating
conditions in Las Vegas will continue to rebound enabling
CityCenter to further build brand awareness and bring occupancy,
average daily rates, and overall profit margins closer to levels
achieved by its luxury peers, as well as increase EBITDA to a
level sufficient to support interest expense and maintenance
capital spending within the next 12-18 months.

Ratings could be upgraded if CityCenter's recurring EBITDA minus
capital expenditures to total interest expense approaches 1.2
times, if the operating environment in Las Vegas continues to
strengthen, and the company is able to build cash to bolster
liquidity. The rating outlook could revert to stable if positive
visitation trends to Las Vegas reverse or if EBITDA minus capital
expenditures to total interest expense appear likely to stabilize
at around 1.0 time. Ratings could be downgraded if CityCenter's
recurring EBITDA to total interest expense drops below 1.0 time.

The principal methodology used in rating CityCenter Holdings 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.

CityCenter Holdings, LLC owns and operates CityCenter, a mixed-use
development located on the Las Vegas Strip that opened in December
2009. CityCenter is a 50/50 joint venture between MGM Resorts
International (B2, stable) and Infinity World (a subsidiary of
Dubai World) (not rated). MGM is the operating manager. CityCenter
generated approximately $1.1 billion of revenues for the last
twelve months ending September 30, 2011.


CLAIRE'S STORES: Plans to Offer Senior Secured Notes Due 2019
-------------------------------------------------------------
Claire's Stores, Inc., intends to offer senior secured notes due
2019.

The Company intends to use the net proceeds to reduce outstanding
indebtedness under the Company's current credit facility.

The notes are being offered only to "qualified institutional
buyers" in reliance on Rule 144A under the Securities Act of 1933,
as amended, and outside the United States only to non-U.S. persons
in reliance on Regulation S under the Securities Act.  The notes
have not been and will not be registered under the Securities Act
or any state securities laws and may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements of the Securities Act and applicable
state securities laws.

                       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.


CLAIRE'S STORES: S&P Assigns 'B' Rating to $400-Mil. Sr. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating to the company's $400 million senior secured first-lien
notes. "At the same time, we affirmed all other ratings on the
company, including our 'B-' corporate credit rating. According to
the company, Claire's Stores will use the proceeds to repay a
portion of its term loan," S&P said.

"The ratings on Pembroke Pines, Fla.-based Claire's Stores Inc., a
specialty retailer of value-priced jewelry and fashion accessories
for preteens, teenagers, and young adults, reflects our
expectation that it will remain highly leveraged, with thin cash
flow protection," said Standard & Poor's credit analyst David
Kuntz.

"The company's 'weak' business profile (based on our criteria)
reflects its participation in the competitive, fragmented, and
cyclical fashion accessory industry. Claire's faces competition
from a number of different retailers, including other jewelry and
fashion accessory specialty retailers, apparel retailers with
comparable offerings, department stores, and mass merchandisers,"
S&P said.

"The stable rating outlook reflects our expectation of modest
near-term performance gains resulting from further positive growth
at the North American division. We anticipate that Europe is
likely to remain weak based on continued macroeconomic
difficulties. Overall, we do not expect the company's credit
protection measures to change meaningfully over the near term. The
outlook also incorporates our expectation that liquidity will
remain adequate over the near term," S&P said.

"Given the company's very highly leveraged capital structure and
thin interest coverage, an upgrade is not a near-term
consideration. We would predicate any upward ratings movement on
EBITDA growth of more than 50% ahead of our projections, which
would result in leverage under 6x and interest coverage above 2x.
We could consider downgrading the company if its performance and
liquidity position were to deteriorate to such an extent that we
conclude that cash on hand is insufficient to cover operational
shortfalls. This could result from a substantial erosion of
performance, with EBITDA 30% below our expectations. At that time,
interest coverage would be below 1x," S&P said.


CLAIRE'S STORES: Moody's Assigns 'B3' Rating to $400-Mil. Notes
---------------------------------------------------------------
Moody's Investors Service rated Claire's Stores, Inc. proposed
$400 million senior secured notes at B3. At the same time, Moody's
affirmed Claire's Corporate Family Rating and Probability of
Default Rating at Caa2 while the outlook was revised to stable
from positive. In addition, Moody's also downgraded the
speculative grade liquidity rating to SGL-3 from SGL-2.

This rating is assigned subject to receipt and review of final
documentation:

$400 million senior secured first lien notes due 2019 at B3(LGD 2,
28%)

This rating is downgraded:

Speculative grade liquidity rating to SGL-3 from SGL-2

These ratings are affirmed and the LGD point estimates changed:

Corporate Family Rating at Caa2

Probability of Default Rating at Caa2

Senior secured revolver expiring 2013 at B3 (LGD 3, 30% to LGD 2,
28%)

Senior secured term loan B due 2014 at B3 (LGD 3, 30% to LGD 2,
28%)

Senior secured second lien notes due 2019 at Caa3 (LGD 4, 62%)

Senior unsecured notes due 2015 at Caa3 (LGD 4, 62%)

Senior subordinated notes due 2017 at Ca (LGD 6, 94%)

RATINGS RATIONALE

The proceeds of the proposed senior secured first lien notes will
be used to refinance a portion of Claire's term loan which matures
in May 2014. After the closing of the proposed notes, the term
loan outstanding amount will be reduced to about $764 million.

The change in outlook to stable reflects Moody's view that
Claire's is facing a tradeoff between the need to address its
sizable 2014 and 2015 debt maturities against the high likelihood
that any refinancing will be at a significantly higher interest
rate. Consequently, should Claire's successfully refinance these
maturities its borrowing cost will rise to a level where it is
questionable as to whether or not Claire's will be able to easily
cover its interest expense.

The downgrade to an SGL-3 reflects the high likelihood that
Claire's will have to draw down its cash balance to fund new store
capital expenditures as its current store opening plan will result
in it generating negative free cash flow over the next twelve
months. In addition, the downgrade to an SGL-3 also acknowledges
the upcoming expiration of the revolving credit facility in May
2013. Moody's does not expect the company to refinance this
facility.

Claire's Caa2 Corporate Family Rating reflects Moody's concern
that Claire's may choose to voluntarily restructure its debt as a
means to address its 2014 and 2015 maturities. Claire's leverage
is very high with debt to EBITDA of about 8.9 times and its
interest coverage is already weak despite its current low cost of
capital with EBITA to interest expense of about 1.1 times. Moody's
does not forecast that Claire's leverage will meaningfully improve
over the next twelve months. Claire's currently does not have a
CEO. Instead, it has its two presidents sharing the office of CEO
in addition to their usual responsibilities. Moody's believes that
the lack of a full time CEO along with the weak European economy
will constrain Claire's earnings growth resulting in it being
unable to meaningfully reduce its leverage.

Nonetheless, Moody's views positively its value positioned price
points, international geographic presence, well known brand name,
and high margins relative to specialty retail peers.

The stable outlook reflects Moody's belief that Claire's operating
performance will continue to modestly improve. It also reflects
Claire's adequate liquidity which provides it some breathing room
before its term loan maturity in May 2014.

Given the sizable amount of remaining debt maturities, an upgrade
is currently unlikely. However, ratings could be upgraded should
Claire's operating performance improve to levels such that a
refinancing of its debt maturities is likely and the company could
be able to fully cover its interest expense even if interest
expense were to increase. Quantitatively, EBITA to interest
expense would need to remain meaningfully above 1.0 time. In
addition, an upgrade would require Claire's to maintain adequate
liquidity.

Ratings could be downgraded should operating performance or
liquidity deteriorate, interest coverage weaken, or if for any
reason the overall probability of default were to increase.

The principal methodology used in rating Claire's Stores, Inc. was
the Global Retail Industry Methodology published in June 2011.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Claire's Stores, Inc., headquartered in Hoffman Estates, IL is a
specialty retailer of value-priced jewelry and fashion accessories
for pre-teens, teenagers, and young adults. It operates 2,981
stores and franchises 395 stores in North America and Europe.
Revenues are about $1.5 billion.


COGECO CABLE: S&P Assigns Rating to Proposed C$200-Mil. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB' debt rating,
and '1' recovery rating, to Montreal-based Cogeco Cable Inc.'s
proposed C$200 million 4.925% senior secured debentures series 3,
due Feb. 14, 2022. These new debentures rank pari passu with all
existing and future first-lien, senior secured indebtedness and
contain total debt leverage ratio financial covenants.

"We rate the notes 'BBB' (two notches higher than the corporate
credit rating on Cogeco Cable), with a recovery rating of '1',
indicating lenders can expect very high (90%-100%) recovery in the
event of default. The notes are being issued under the company's
C$750 million short-form base shelf prospectus filed Dec. 16,
2010. We understand that Cogeco Cable will use the net proceeds
from this offering to repay amounts outstanding under its term
revolving facilities, for working capital, and for general
corporate purposes," S&P said.

"The 'BB+' long-term corporate credit rating and stable outlook on
Cogeco Cable reflect what we view as the satisfactory business
risk profile of the company's Canadian cable TV operations,
partially offset by the vulnerable business profile of its
Portugal-based cable operator Cabovisao-Televisao por Cabo S.A.,"
said Standard & Poor's credit analyst Madhav Hari. "The company's
relatively healthy adjusted debt to EBITDA and corresponding cash
flow protection ratios also support the ratings," Mr. Hari added.

"The ratings are tempered, in our opinion, by a significant
financial risk profile characterized by an aggressive financial
policy given management's desire to pursue additional debt-
financed acquisitions, potentially in new international regions
where there are few synergies, rising competition, and high
capital expenditures," S&P said.

Ratings List
Cogeco Cable Inc.
Corporate credit rating       BB+/Stable/--

Rating Assigned
C$200 million senior secured debentures      BBB
Recovery rating                             1


CONVERTED ORGANICS: Defaults on Payment Obligation for Equipment
----------------------------------------------------------------
Converted Organics Inc. disclosed that 2011 sales for the Company
totaled $3.1 million compared to $3.5 million for the same period
in 2010.  Sales for the quarter ended Dec. 31, 2011 were $345,000,
compared to sales of $759,000 for the same period in 2010
(Comparative Sales results for 2010 exclude $704,568 for the year
from discontinued operations).

"The decline in sales was primarily attributable to sales from our
fertilizer operations.  Fertilizer sales for the third and fourth
quarters were less than we expected and less than the prior year
due to an assortment of factors including weather, competitive
pressures, and changes in our user base.  One of our larger
customers was acquired by a competitor that does not use our
products in the same amount as the operation it acquired and a
small number of other customers converted fields from organic to
conventional practices.  The acquisition of our customer could
also put pressure on our sales in 2012," said Edward Gildea,
president of the Company.  Mr. Gildea also stated, "While we
cannot control the weather or changes in our customer base we
believe we will improve sales in 2012 by diversifying our product
offering, we are adding two new products in 2012, and by focusing
our sales efforts on opening new markets including agriculture
users in Colorado and nursery and horticultural growers in
California."

Mr. Gildea also explained: "Sales for the year 2011 in the
industrial waste water business were $397,937 from the Glenwood
Springs, Colorado operation and sales were $89,315 for the fourth
quarter.  The cost of financing the equipment exceeded our
revenue.  As a result, and due to a lack of cash reserves in our
business, we defaulted on the payment obligation for the equipment
and we will not have any revenue from the Glenwood Springs
operation in 2012.  Notwithstanding the results in Colorado, we
retain the license to exploit the technology in the industrial
waste water market and we are attempting to find ways to finance
the development of this line of business."

                     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.


CRAWFORD, PIMENTEL: Case Summary & Unsecured Creditor
-----------------------------------------------------
Debtor: Crawford, Pimentel & Co., Inc.
        2150 Trade Zone Blvd. #200
        San Jose, CA 95131

Bankruptcy Case No.: 12-51092

Chapter 11 Petition Date: February 13, 2012

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Charles Novack

Debtor's Counsel: Charles B. Greene, Esq.
                  LAW OFFICES OF CHARLES B. GREENE
                  84 W Santa Clara St. #770
                  San Jose, CA 95113
                  Tel: (408) 279-3518
                  E-mail: cbgattyecf@aol.com

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Daniel Faulk              Arbitration claim      Unknown
c/o Edward A. Kraus
333 W. San Carlos St. #1600
San Jose, CA 95110

The petition was signed by Antonio Pimentel, president.


CRYSTALLEX INTERNATIONAL: Jonathan Savitz Owns 8.1% Equity Stake
----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Jonathan Savitz and his affiliates disclosed that, as
of Dec. 31, 2011, they beneficially own 29,705,005 shares of
common stock of Crystallex International Corporation representing
8.1% of the shares outstanding.  A full-text copy of the filing is
available for free at http://is.gd/U8kfJN

                          About Crystallex

Crystallex International Corporation is a Canadian based mining
company, with a focus on acquiring, exploring, developing and
operating mining projects.  Crystallex has successfully operated
an open pit mine in Uruguay and developed and operated three gold
mines in Venezuela.  The Company's principal asset is its
international claim in relation to its investment in the Las
Cristinas gold project located in Bolivar State, Venezuela.

On Dec. 23, 2011, announced that it obtained an order from the
Ontario Superior Court of Justice (Commercial List) for protection
under the Companies' Creditors Arrangement Act (Canada) (CCAA).
Ernst & Young Inc. was appointed monitor under the order.

Crystallex has also commenced a proceeding under Chapter 15 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware in order to ensure that relevant CCAA orders are enforced
in the United States.  The Bankruptcy Court has recognized
Crystallex's CCAA proceeding as well as the initial order and
subsequent stay extension of the Ontario Superior Court of
Justice.

The Company reported a net loss of US$33.7 million for the nine
months ended Sept. 30, 2011, compared with a net loss of
US$27.7 million for the same period in 2010.

The Company reported losses from continuing operations of
US$22.0 million and US$14.5 million for the nine months Sept. 30,
2011, and 2010, respectively.

Following the Government of Venezuela's unilateral cancellation of
the Las Cristinas Mine Operating Contract (the "MOC") on Feb. 3,
2011, the Company filed for arbitration before ICSID's Additional
Facility and commenced the process of handing the Las Cristinas
project back to the Government of Venezuela.  The handover to the
Government of Venezuela was completed on April 5, 2011, upon
receipt of a certificate of delivery from the Corporacion
Venezolana de Guayana (the "CVG").  As a result, the Company has
determined that its operations in Venezuela should be accounted
for as a discontinued operation.

The Company reported losses from discontinued operations of
US$11.7 million and US$13.1 million for the nine months ended
Sept. 30, 2011, respectively.

The Company's balance sheet at Sept. 30, 2011, showed
US$19.8 million in total assets, US$115.17 million in total
liabilities and a stockholders' deficit of US$95.3 million.


DALLAS ROADSTER: Texas Capital DIP Financing Expires
----------------------------------------------------
Judge Brenda T. Rhoades of the Bankruptcy Court for the Eastern
District of Texas authorized Dallas Roadster Ltd. and IEDA
Enterprise Inc. to draw funds under the postpetition line of
credit with Texas Capital Bank, N.A.

The Debtors were authorized to draw funds under the DIP Loan only
through Jan. 31, 2012, and all amounts advanced under the DIP Loan
are due and payable as of Jan. 31, 2012.

The Debtors and TCB later agreed to extend the period of time for
the Debtors to draw under the DIP Loan and the due date of amounts
advanced under the DIP Loan to Feb. 15, 2012.

Dallas Roadster filed a motion to increase in the existing
postpetition DIP Loan line of credit by $50,000 for a total amount
not to exceed $450,000 in the aggregate.  Michael S. Mitchell,
Esq., at DeMarco-Mitchell, PLLC, told the Court that if the
Debtors are unable to increase the DIP Loan line of credit from
TCB by $50,000 for a total of $450,000 through Feb. 15, 2012, the
Debtors and their respective bankruptcy estates will suffer
immediate and irreparable harm.

            About Dallas Roadster and IEDA Enterprises

Dallas Roadster Ltd. owns and operates an auto dealership with
locations in both Richardson and Plano, Texas.  IEDA Enterprises,
Inc., is the general partner of Roadster.

Dallas Roadster and IEDA Enterprises filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on
Dec. 12, 2011.  Chief Judge Brenda T. Rhoades oversees both cases.
Michael S. Mitchell, Esq., and Robert T. DeMarco, Esq. --
mike@demarcomitchell.com and robert@demarcomitchell.com -- at
DeMarco-Mitchell, PLLC, serve as the Debtors' bankruptcy counsel.
Dallas Roadster estimated $10 million to $50 million in assets.

The Debtors' assets were placed under the care of a receiver on
Nov. 16, 2011, pursuant to a state court action by Texas Capital
Bank, National Association.

No trustee has been appointed in these cases.


D.E.C.A. DEVELOPMENT: Case Summary & Creditors List
---------------------------------------------------
Debtor: D.E.C.A. Development Inc.
        165-B Horton Avenue
        Lynbrook, NY 11563

Bankruptcy Case No.: 12-70727

Chapter 11 Petition Date: February 9, 2012

Court: U.S. Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Alan S. Trust

Debtor's Counsel: Sarah M. Keenan, Esq.
                  SFERRAZZA & KEENAN, PLLC
                  532 Broad Hollow Road, Suite 111
                  Melville, NY 11747
                  Tel: (631) 753-4400
                  Fax: (631) 753-4065
                  E-mail: skeenan@sferrazzakeenan.com

Scheduled Assets: $39,493

Scheduled Liabilities: $1,860,554

The Company's list of its 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/nyeb12-70727.pdf

The petition was signed by Russell Asch, president.


DENNY'S CORP: BlackRock Discloses 5.8% Equity Stake
---------------------------------------------------
BlackRock, Inc., disclosed in an amended Schedule 13G filing with
the U.S. Securities and Exchange Commission that, as of Dec. 30,
2011, it beneficially owns 5,659,127 shares of common stock of
Denny's Corp. representing 5.87% of the shares outstanding.  As
previously reported by the TCR on Feb. 11, 2011, BlackRock
disclosed beneficial ownership of 6,050,100 shares.  A full-text
copy of the amended filing is available at http://is.gd/KZBHRp

                     About Denny's Corporation

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

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

                           *     *     *

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


DIRECTBUY HOLDINGS: In Restructuring Talks; Cut by S&P to 'D'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Merrillville, Ind.-based DirectBuy Holdings Inc. to 'D'
from 'CC'.

"We also lowered our ratings on the company's $335 million senior
secured notes to 'D' from 'CC'. The '5' recovery rating on the
notes remains unchanged and it indicates our expectation for a
modest recovery (10% to 30%) of principal in the event of a
payment default," S&P said.

"The downgrade follows DirectBuy's missing the interest payment
due Feb 1, 2011, on its $335 million senior secured notes," said
Standard & Poor's credit analyst Helena Song. She added, "Although
the company has a 30-day grace period to make the payment, we
believe this is highly unlikely, given our assessment of its
deteriorating operating performance and liquidity sources."

"We assign a 'D' rating when we believe that the default will be a
general default and that the obligor will fail to pay all or
substantially all of its obligations as they come due. Standard &
Poor's interprets 'as they come due' as payment no later than five
business days after the due date for payment, even if an
obligation has a grace period longer than five business days and
we expect payment to be made more than five business days after
the due date but before the expiration of the grace period. The
company is seeking to restructure its balance sheet and, in our
opinion, could file for protection under Chapter 11," S&P said.


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.


EDWARD DEETS: Case Conversion Hearing Continued Until March 8
-------------------------------------------------------------
The Bankruptcy Court entered an order continuing until March 8,
2012, at 9:30 a.m., the hearing to consider the U.S. Trustee's
motion to convert the Chapter 11 case of Edward Deets Holding
Company, Inc., to one under Chapter 7 of the Bankruptcy
Code or, in the alternative, for dismissal of the Debtor's Chapter
11 case.

As reported in the Troubled Company Reporter on Jan. 19, 2012,
Roberta A. DeAngelis, the United States Trustee for Region 3,
requested for the conversion of the Debtor's case because the
Debtor failed to timely file its monthly operating reports for the
months of October and November 2011 and to pay quarterly fees.

The U.S. Trustee asserts that the conversion of the Debtor's
Chapter 11 case to a case under Chapter 7 is the appropriate
remedy in order that a trustee may be appointed to investigate
Debtor's financial affairs and, if appropriate, recover and
administer assets of the estate for the benefit of creditors.

Edward Deets has objected to the U.S. Trustee's request.  The
Debtors claim that in this situation the Debtors have multiple
businesses and complicated inner-related business relationships.
Nevertheless, the Debtors are in the process of completing all the
necessary filings, including the monthly reports for October,
November and December. Debtors intend to have all these filed,
prior to the hearing which is to take place on October 24, 2012.

Additionally, one of the other collateral situations occurring
with regard to the estate is that the Debtors have been
negotiating with its four major creditors to forbear from pursuing
the sums owed either through or outside of the bankruptcy process;
giving Debtors a six-month period to refinance their obligations.
The Debtors say they are very close to getting an agreement
therein and if that occurs then the Debtors would voluntarily
dismiss both Chapter 11 actions.

The Debtors also say they will file the reports and pay the fees.
The Debtors also point out that they owe roughly $6.2 million but
have roughly $12 million to $13 million in assets.  "[T]his is a
readily re-financeable situation.  Either outside the Chapter 11
system or through the Chapter 11 system, a highly feasible plan
could be completed and successfully concluded," the Debtors said.

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.


ELWOOD ENERGY: S&P Affirms 'BB-' Rating on $402MM Sr. Sec. Bonds
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' rating on
Elwood Energy LLC's $402 million ($254 million outstanding) 8.159%
amortizing senior secured bonds due 2026. "At the same time, we
revised the recovery rating on the bonds to '1' from '3',
indicating expectations of a very high (90% to 100%) recovery of
principal in a default scenario. The outlook remains negative,
reflecting our forecast of low debt service coverage in 2013 and,
to a lesser extent, exposure to merchant energy markets in
subsequent years," S&P said.

"Elwood Energy owns a 1,409 MW natural gas simple-cycle peaking
power plant near Chicago. Five of the plant's nine units are
contracted through December 2012, when its power sale agreement
(PSA) with Exelon Generation Co. LLC (BBB/Stable/A-2) expires; two
units are contracted through August 2016, when a PSA with
Constellation Energy Group Inc. (CEG; BBB-/Watch Pos/A-3) expires;
and two units are contracted through August 2017, when a second
PSA with Constellation expires. Subsidiaries of Dominion Resources
Inc. (A-/Stable/A-2) own 50% of Elwood, and J-Power USA Generation
L.P. (not rated) owns the other 50%," S&P said.

"Elwood Energy's senior secured bonds due 2026 are rated 'BB-'
with a '1' recovery rating, indicating our expectation of very
high (90% to 100%) recovery of principal if a payment default
occurs. Our default scenario results from merchant exposure after
2017. Low energy and capacity market prices reduce the project's
operating margins, and high capital expenditures result in a
depletion of cash reserves in 2021, five years before final debt
maturity. About $81 million of debt would remain outstanding at
default, to which we add six months of prepetition interest and
repayment of letters of credit, totaling about $129 million of
debt. This translates into about $92 per kilowatt of capacity,
lower than many comparable valuation multiples in asset sale
transactions for power plants operating in the PJM
Interconnection. After subtracting 3% for administrative expenses,
we estimate net enterprise value of about $200 million, resulting
in very high (90% to 100%) recovery for lenders," S&P said.

"The negative outlook reflects the project's likely low debt
service coverage in 2013 and, to a lesser extent, the project's
exposure to merchant risk after 2013. We expect that the project
will have sufficient liquidity to pay debt service in 2013 when we
forecast annual debt service coverage to be near 1x due to the
combined effect of the expiration of the Exelon PPA in Dec. 2012
and low PJM capacity market prices in 2013. We expect debt service
coverage to increase to nearly 2x in 2014 because annual debt
service will be lower and PJM Interconnection capacity market
prices will be higher. We expect coverage of roughly 1.20x-1.40x
in 2015-2020 and in 2023, due in part to lower debt service in
those years and in part to our forecast of merchant energy and
capacity prices. The project may experience low debt service
coverage in 2021-2022 due to an increase in annual debt service in
those two years, but we expect it to have sufficient liquidity to
cover any shortfalls. Debt service coverage during the last three
years of debt service (2024-2026) will likely be solid because
debt service will be low in those years," S&P said.

"We could lower the rating if future PJM capacity auctions seem
likely to return to consistently low levels, increasing the
project's reliance on merchant revenue. The next PJM
Interconnection capacity auction is planned for May 2012 and will
be for the delivery year June 1, 2015 through May 31, 2016," S&P
said.

"Because of Elwood Energy's midterm dependence on the two PSA off-
takers, we could lower the rating if we cut either off-taker's
rating below Elwood's," S&P said.


EMMIS COMMUNICATIONS: Amalgamated Discloses 4.4% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Amalgamated Gadget, L.P., disclosed that, as
of Dec. 31, 2011, it beneficially owns 1,500,000 shares of
shares of the common stock of Emmis Communications Corporation,
which constitutes approximately 4.4% of the 34,007,279 shares of
the Common Stock outstanding.  A full-text copy of the filing is
available for free at http://is.gd/EQZBzl

                     About Emmis Communications

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

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

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

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

                           *     *     *

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

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

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


ENDEAVOUR INT'L: S&P Rates $500-Mil. Sr. Secured Notes at 'CCC'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'CCC'
rating to Endeavour International Corp.'s planned $350 million
first priority notes due 2018 and $150 million second priority
notes due 2018. "The recovery rating on both debt issues is '6',
indicating our expectation of negligible (0% to 10%) recovery in
the event of a payment default," S&P said.

"The preliminary 'B-'corporate credit rating on Endeavour
International Corp. is unaffected at this time by the announced
changes to the company's capital structure and related financing
for the company's planned acquisition of the North Sea assets from
ConocoPhillips," S&P said.

Standard & Poor's plans to withdraw the senior unsecured debt
rating on Endeavour's previously announced $500 million notes due
2020, which are no longer being offered.

Ratings List
Endeavour International Corp.
Corporate credit rating                  B-(prelim)/Stable/--

New Rating
$350 mil first priority notes due 2018   CCC(prelim)
  Recovery rating                         6(prelim)
$150 mil second priority notes due 2018  CCC(prelim)
  Recovery rating                         6(prelim)


EQUIPOWER RESOURCES: S&P Affirms 'BB-' $425MM Term Loan Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to negative
from stable on EquiPower's $425 million first-lien term loan and
$100 million revolver. "We also affirmed the 'BB-' issue rating on
the term loan and revolver, as well as the '1' recovery rating
(indicating our expectation for 90% to 100% recovery in the event
of a payment default)," S&P said.

"The outlook revision reflects an expectation of further weakening
in the project's financial performance over the next 12 to 24
months, given our view of future gas basis differentials and the
recently approved Connecticut Generator Tax," said Standard &
Poor's credit analyst Andrew Giudici.

"The 'BB-' rating on EquiPower Resources Holdings LLC's $425
million term loan and $100 million revolver reflects a volatile
cash flow generation profile, exposure to commodity and
operational risk, and dependence on merchant revenues to repay
debt. EquiPower was created to invest in a diversified portfolio
of power assets, using proven combined-cycle gas turbine (CCGT)
technologies. EquiPower owns four facilities in New England
totaling 1,792 megawatts (MW): Dighton (168 MW), Lake Road (812
MW), MassPower (264 MW), and Milford (548 MW). The project is
owned by EquiPower Resources HoldCo LLC, which is owned by
EquiPower Resources Corp., which is owned by an unrated private
equity fund, Energy Capital Partners II LP, and its parallel
funds. The secured term loan matures in 2018 and is amortized
through a 100% cash sweep with support from merchant revenues,
financial hedges, and New England Power Pool capacity payments
that are known (actual dollar amounts for those periods have been
determined) until May 31, 2015," S&P said.

"The negative outlook is based on our view of gas basis
differentials and higher-than-expected taxes, which have the
ability to compress future energy margins. A downgrade could occur
if spark spreads are lower than we anticipate, the project
encounters severe operating issues which result in higher expenses
and lower availabilities, or hedge imperfections result in
higher-than-expected counterparty payments. A debt service
coverage ratio of below 1.5x on a sustained basis will most likely
result in a downgrade," S&P said.


EXIDE TECHNOLOGIES: S&P Affirms 'B' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Exide
Technologies to negative from stable, and affirmed its ratings on
the company, including the 'B' corporate credit rating and all
issue-level ratings.

"The outlook revision to negative reflects our view that there is
now at least a one-in-three likelihood Exide's leverage could move
toward 5.0x, with potentially weak free cash flow levels (cash use
of $15.0 million or more) over the next 12 months. This could
occur if the lack of demand persists in its transportation end-
markets and industrial battery businesses related to network
power. Upside lead-price volatility and potentially large swings
in working capital are now elevated risks to credit quality.
Our ratings on Exide Technologies reflect the company's
'aggressive' financial risk profile according to our criteria.
This incorporates our expectation that cash generation will remain
volatile because of Exide's exposure to lead prices and the
inherent seasonality its businesses," S&P said.

"The ratings also reflect Exide's 'vulnerable' business risk
profile, marked by tough competition in the automotive and
industrial battery businesses, exposure to volatile lead prices,
high fixed costs, and capital intensity. We still believe Exide's
sales and profitability will improve gradually as demand
increases. However, recent results (third-quarter fiscal 2012,
ended Dec. 31, 2011 were weaker than expected (especially in the
North America automotive battery business)" said Standard & Poor's
credit analyst Nishit Madlani. "We now believe there is at least a
one-in-three likelihood that Exide's credit metrics, free cash
flow, and liquidity could drop below the levels that might lead to
a downgrade."

"In our base-case scenario, we expect leverage to remain at about
4.5x, with flat to slightly negative free operating cash flow
(FOCF) and some inherent intra-year volatility in earnings because
of seasonality. We now believe Exide will use more cash than we
expected for fiscal 2012, partly because of mild winters in its
end-markets following higher cash demands from operations until
September, higher working-capital investments in inventory over
the summer months, and sluggish aftermarket demand in the
transportation battery business thereafter. Over the next 12
months, lack of improvement in end-market demand in its North
American transportation businesses, a persistently lagging
higher-margin network power sales, and any uptick in lead prices
could limit free cash flow generation in fiscal 2013," S&P said.


FENTURA FINANCIAL: Douglas Kelley Resigns as SVP and CFO
--------------------------------------------------------
Douglas Kelley, senior vice president and chief financial officer,
announced that he was resigning his position to pursue other
interests.  Mr. Kelley's last day with the Company will be
Feb. 23, 2012.  No payments pursuant to the Severance Compensation
Agreement between Mr. Kelley and the Company dated July 24, 2008,
will be paid by the Company.

                      About Fentura Financial

Based in Fenton, Michigan, Fentura Financial, Inc., is a
registered bank holding company, owns and controls The State Bank,
Fenton, Michigan, and West Michigan Community Bank, Hudsonville,
Michigan, both state nonmember banks, and two nonbank
subsidiaries.  Fentura Financial shares are traded over the
counter under the FETM trading symbol.

Fentura Financial, Inc., entered into a Written Agreement with
the Federal Reserve Bank of Chicago on Nov. 4, 2010.  Among
other things, the Written Agreement requires that the Company
obtain the approval of the FRB prior to paying a dividend;
requires that the Company obtain the approval of the FRB prior to
making any distribution of interest, principal, or other sums on
subordinated debentures or trust preferred securities; prohibits
the Company from purchasing or redeeming any shares of its stock
without the prior written approval of the FRB; requires the
submission of a written capital plan by Jan. 3, 2011, and;
requires the Company to submit cash flow projections for the
Company to the FRB on a quarterly basis.

The Company reported a net loss of $5.38 million on $13.87 million
of interest income for the year ended Dec. 31, 2010, compared with
a net loss of $16.98 million on $16.24 million of interest income
during the prior year.

The Company also reported a net loss of $635,000 on $9.96 million
of total interest income for the nine months ended Sept. 30, 2011,
compared with a net loss of $5.60 million on $12.11 million of
total interest income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$307.10 million in total assets, $291.42 million in total
liabilities and $15.67 million in total shareholders' equity.

As reported in the Troubled Company Reporter on March 22, 2010,
Crowe Horwath LLP, in Grand Rapids, Mich., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company incurred net losses in 2009 and 2008, primarily from
higher provisions for loan losses, and non-compliance with the
higher capital requirements of the Consent Orders.


FIDELITY NATIONAL: Increases Annual Dividend to $0.8 Per Share
--------------------------------------------------------------
Fidelity National Information Services, Inc. (FIS) announced that
it is increasing its annual dividend to $0.80 per share from $0.20
per share.  Fitch Ratings estimates that total annual dividend
expense will be approximately $240 million which equates to
roughly 30% of free cash flow generated in 2011.  In addition, FIS
announced that its board of directors has increased its share
repurchase authorization to $1 billion from $500 million (of which
$361 million remained outstanding).  This new authorization is
effective through the end of 2015 versus 2013 under the prior
plan.  Fitch would not expect a change in annual share repurchases
activity if as anticipated the new authorization is executed over
the full term of the plan.

Fitch believes that the announced increases in shareholder
distributions are consistent with expectations for FIS's balance
sheet and cash flow management under the current rating.  Fitch
would expect the company to limit the use of cash for acquisitions
going forward in preference for share repurchases as part of this
plan.  Fitch notes that the company generates adequate free cash
flow to support the higher dividend and share repurchase amounts.
In addition, leverage remains conservative for the rating at under
3.0 times (x) EBITDA with free cash flow of approximately 14% of
adjusted debt (adjusted for operating leases).

FIS's ratings are constrained by the company's historical use of
debt to finance large acquisitions and shareholder friendly
actions, including a $2.5 billion accelerated share repurchase
program in 2010.  The ratings could be positively impacted if
management demonstrates a firm commitment to less aggressive
shareholder actions and debt financed acquisitions in conjunction
with a commitment to maintaining an investment grade rating.

Total liquidity as of Dec. 31, 2011 was $1.2 billion consisting of
approximately $825 million available under FIS's $1 billion senior
secured revolving credit facility which expires July 2014, and
approximately $416 million in cash.  Free cash flow of $800
million in the latest 12 month period also supports liquidity.

Total debt as of Dec. 31, 2011 was $4.8 billion and consisted
principally of approximately $175 million outstanding under FIS's
aforementioned revolving credit facility, $2.1 billion outstanding
under a senior secured term loan A maturing July 2014; $1.25
billion outstanding under a senior secured term loan B maturing
July 2016; $750 million in 7.625% senior unsecured notes due July
2017; and $500 million in 7.875% senior unsecured notes due July
2020.

Fitch currently rates FIS as follows:

  -- Issuer Default Rating at 'BB+';
  -- $1 billion secured revolving credit facility (RCF) at 'BB+';
  -- Senior secured term loan A at 'BB+';
  -- Senior secured term loan B at 'BB+';
  -- $750 million in 7.625% senior unsecured notes due July 2017
     at 'BB';
  -- $500 million in 7.875% senior unsecured notes due July 2020
     at 'BB'.

The Rating Outlook is Stable.


FILENE'S BASEMENT: NY Landlord Files Suit Against DSW Over Lease
----------------------------------------------------------------
Jake Simpson at Bankruptcy Law360 reports that the landlord of a
Manhattan retail complex filed a breach of contract suit against
shoemaker DSW MS LLC in New York state court Friday, claiming DSW
is responsible for a commercial lease that belonged to now-
bankrupt Filene's Basement through 2024.

According to Law360, the landlord, 4 Union Square South LLC, said
DSW is legally on the hook for the remainder of the lease because
of its May merger with Retail Ventures Inc., Filene's former
owner, which assumed the liability from Filene's during bankruptcy
proceedings.

                 Equity Committee Offers Own Plan

The official shareholders' committee for Filene's Basement and
Syms Corp. filed papers on Feb. 3 asking for the termination of
the Debtors' exclusive right to propose a Chapter 11 plan.  A
hearing is scheduled March 7.

The Equity Committee proposes a rival Chapter 11 plan where the
liquidating retailers would be reorganized as a real estate
holding company paying creditors in full.  The equity committee
says it believes the company will file a "liquidation plan" that
"will destroy substantial equity value."  The shareholders say
they will submit a plan to pay Syms creditors in cash in full.
To finance operations as a real estate holding company, the equity
committee says there will be a combination of debt financing and
an equity rights offering, or alternatively, "a new real estate
investment partner."

              About Filene's Basement & 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
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent. In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.

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.


FIRST SEALORD: Commonwealth Court Approves Liquidation Bid
----------------------------------------------------------
Commonwealth Court has approved the Pennsylvania Insurance
Department's petition to liquidate First Sealord Surety Insurance,
state Insurance Commissioner Michael Consedine announced on
Feb. 8.  First Sealord, a bond and surety company based in
Villanova, had experienced a steep drop in its surplus.

"I petitioned Commonwealth Court for a liquidation order because
First Sealord Surety is no longer able to meet its policyholder
obligations or pay its debts as they come due," said Consedine.
"The court's approval of our petition puts numerous policyholder
safeguards in place and establishes an orderly payment process."

First Sealord Surety began its operations in 1991 as a mono-line
insurance company underwriting surety bonds. The firm insured
construction general contractors and subcontractors against loss.
Until recently, when it stopped writing bonds, it offered coverage
in 39 states.

"Aggressively working with financially troubled companies is a
critical part of our regulatory role," Consedine added. "In the
majority of cases, our work can help put a company back on a
stable financial course. In the case of Sealord, the company fell
too far, too fast."

The liquidation order triggers these processes:

   -- The department, as liquidator, takes over, secures
      the company and marshals all available assets to pay
      policyholder claims.

   -- On-site liquidator analyzes the company's most recent
      financial data to understand the full scope of company's
      financial hole.

   -- Policies (bonds) terminate within 30 business days of
      liquidation order.

   -- Policyholders/bondholders are among the first priority
      of payments and will receive notice of that payment
      process shortly.

   -- Creditors are also paid in order of priority and follow
      a proof of claims process.

   -- The liquidator distributes any surplus funds to the
      shareholders.

   -- The company is then formally dissolved.

The Insurance Department is now on-site at the company. Sealord
bondholders and producers with questions should call 717-787-7823.
More information on the liquidation process can be found at
http://www.insurance.pa.gov


FIRSTFED FINANCIAL: Holdco Proposes Going-Concern Plan
------------------------------------------------------
Holdco Advisors L.P., submitted to the U.S. Bankruptcy Court for
the Central District of California filed a proposed Plan of
Reorganization and explanatory Disclosure Statement for Firstfed
Financial Corp.

According to the Disclosure Statement dated Jan. 25, 2012, the
Plan provides for the reorganization of the Debtor and for holders
of certain Allowed Claims to receive equity in the Reorganized
Debtor, with the option for each holder of General Unsecured
Claims to receive instead a "cash out" right of payment and a
security that results in cash from certain of the Debtor's assets,
including cash held by the Debtor as of the Effective Date.

The Plan provides that all of the assets of the Debtor's estate
-- including Causes of Action not expressly released under the
Plan -- will vest in the Reorganized Debtor and then, where
applicable, be distributed pursuant to the Plan.

The Reorganized Debtor will continue to operate the Debtor's
business as a going concern in the real estate and financial
services sectors, and will pursue litigation, including litigation
with the FDIC, and make distributions under the Plan.

The Plan Proponent set a March 14, 2012 hearing at 10:00 a.m. on
the approval of the proposed Disclosure Statement.

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

Holdco Advisors is represented by:

         Jeff D. Kahane, Esq.
         DUANE MORRIS LLP
         865 South Figueroa Street, Suite 3100
         Los Angeles, CA 90017-5450
         Tel: (213) 689-7400
         Fax: (213) 689-7401
         E-mail: JKahane@dueanmorris.com

                   - and -

         Jeffrey D. Sternklar
         100 High Street, Suite 2400
         Boston, MA 02110
         Tel: (857) 488-4200
         Fax: (857) 401-3034
         E-mail: JDSternklar@duanemorris.com

                      About FirstFed Financial

Irvine, Calif.-based FirstFed Financial Corp. is the bank
holding company for First Federal Bank of California and its
subsidiaries.  The Bank was closed by federal regulators on
Dec. 18, 2009.

FirstFed Financial Corp. filed for Chapter 11 protection (Bankr.
C.D. Calif. Case No. 10-10150) on Jan. 6, 2010.  Jon L. Dalberg,
Esq., at Landau Gottfried & Berger LLP, represents the Debtor in
its restructuring effort.  Garden City Group is the claims and
notice agent.  The Debtor disclosed assets at $1 million and
$10 million, and debts at $100 million and $500 million.

The Debtor's exclusive period to propose a plan expired in January
2011.

The Debtor has proposed a Plan of Liquidation, which proposes an
orderly liquidation of the Debtor's estate.


FIRSTPLUS FINANCIAL: Trustee's Liquidating Plan Confirmed
---------------------------------------------------------
Judge Harlin De Wayne Hale of the U.S. Bankruptcy Court for the
Northern District of Texas has confirmed the amended plan of
liquidation of FirstPlus Financial Group, Inc.

Under the confirmation order, the Chapter 11 Trustee is appointed
as the liquidating trustee under the liquidating plan.

On the Effective Date, the liquidating trust assets, expressly
including the litigation and all other causes of action, will be
deemed to have been transferred by the Debtor or the Chapter 11
Trustee to the Liquidating Trust, free and clear of all liens,
claims, and encumbrances, but subject to any obligations imposed
by the Plan.

On or after the Effective Date, the Liquidating Trust will remit
to the respective holders of all remaining and unpaid allowed
administrative expense claims, allowed priority claims, an amount
in cash equal to 100% of the amount of the allowed claim.  On and
after the Effective Date, the Liquidating Trust will make
payments to the holders of all allowed Class 3 (unsecured claims)
and Class 4 (subordinated claims) in the time and manner, and to
the extent, set forth in the Plan.

The holders of subordinated claims will most likely not receive or
retain any Property.  Holders of equity interests won't receive
any distributions.

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

               http://ResearchArchives.com/t/s?770c

                       New Contact Details

The Chapter 11 Trustee of FirstPlus Financial Group, Inc., has
filed a notice with the Bankruptcy Court for the Northern District
of Texas, regarding a change in address.  The new contact
information for Matthew D. Orwig and Basheer Ghorayeb are now:

         Matthew D. Orwig, Esq.
         Jones Day
         2727 North Harwood Street
         Dallas, Texas 75201-1515
         Tel: (214) 220-3939
         Fax: (214) 969-5100
         E-mail: morwig@jonesday.com

                - and -

         Basheer Ghorayeb, Esq.
         Jones Day
         2727 North Harwood Street
         Dallas, Texas 75201-1515
         Tel: (214) 220-3939
         Fax: (214) 969-5100
         E-mail:  bghorayeb@jonesday.com

                     About FirstPlus Financial

Based in Beaumont, Texas, FirstPlus Financial Group, Inc. (Pink
Sheets: FPFX) -- http://www.firstplusgroup.com/-- is a
diversified company that provides commercial loan, consumer
lending, residential and commercial restoration, facility
(janitorial and maintenance) services, insurance adjusting
services, construction management services and a facilities and
restoration franchise business.  The Company has three direct
subsidiaries, Rutgers Investment Group, Inc., FirstPlus
Development Company and FirstPlus Enterprises, Inc.  In turn,
FirstPlus Enterprises, Inc., has three of its own direct
subsidiaries, FirstPlus Restoration Co., LLC, FirstPlus Facility
Services Co., LLC and The Premier Group, LLC.  FirstPlus
Restoration and FirstPlus Facility jointly own FirstPlus
Restoration & Facility Services Company.  Additionally, FirstPlus
Development has one direct subsidiary FirstPlus Acquisitions-1,
Inc.

A subsidiary of FirstPlus Financial Group -- FirstPlus Financial
Inc. -- filed for Chapter 11 bankruptcy in March 1999 before the
U.S. Bankruptcy Court for the Northern District of Texas, Dallas
Division, amid turmoil in the asset-backed securitization markets
and the lack of a reliable, committed secondary take-out source
for high LTV loans.  A modified third amended plan of
reorganization was confirmed in that case in April 2000.

The Company filed for Chapter 11 protection on June 23, 2009
(Bankr. N.D. Tex. Case No. 09-33918).  Aaron Michael Kaufman,
Esq., and George H. Tarpley, Esq., at Cox Smith Matthews
Incorporated, serve as counsel.  The Debtor has total assets of
$15,503,125 and total debts of $4,539,063 as of June 30, 2008.
FirstPLUS Financial Group disclosed $1,264,637 in assets
and $10,347,448 in liabilities as of the Chapter 11 filing.

Matthew D. Orwig was appointed as the Chapter 11 trustee in the
Debtor's cases.  He is represented by Peter A. Franklin, Esq., and
Erin K. Lovall, Esq., at Franklin Skierski Lovall Hayward LLP.
Franklin Skierski was elevated to lead counsel from local counsel
in the stead of Jo Christine Reed and SNR Denton US LLP, due to
the maternity leave of Ms. Reed.  Kurtzman Carson Consultants
serve as notice and balloting agent.


FRANCISCAN COMMUNITIES: Panel Taps McDonald Hopkins as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of the Franciscan Communities St. Mary of the Woods, Inc.,
asks the U.S. Bankruptcy Court for the Northern District of Ohio
for permission to retain McDonald Hopkins LLC as counsel.

Scott N. Opincar, a member of McDonald Hopkins, tells the Court
that his hourly rate is $450, and hourly rates of the firm's
personnel are:

         Sean D. Malloy, member                     $505
         Members                                 $280 - $660
         Of Counsel                              $310 - $605
         Associates                              $185 - $395
         Paralegals                              $115 - $245
         Law Clerks                               $60 - $125

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

                   About Franciscan Communities

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

Franciscan Communities St. Mary of the Woods filed for Chapter 11
bankruptcy (Bankr. N.D. Ohio Case No. 11-19865) on Nov. 21, 2011,
after it failed to negotiate an out-of-court workout with holders
of tax-free bonds.  Judge Jessica E. Price Smith oversees the
case.  The Debtor disclosed assets of $36 million and debt
totaling $48 million as of the Chapter 11 filing.  In its
schedules, the Debtor disclosed $22,314,854 in assets and
$49,555,487 in liabilities.

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

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


FRANCISCAN COMMUNITIES: Taps Deloitte FAS as Restructuring Advisor
------------------------------------------------------------------
Franciscan Communities St. Mary of the Woods, Inc., asks the U.S.
Bankruptcy Court for the Northern District of Ohio for permission
to employ Deloitte Financial Advisory Services LLP as
restructuring advisor.

Deloitte FAS will, among other things:

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

   b) advise and assist the Debtor in its gaining an understanding
      of the business and financial impact of various available
      strategic restructuring alternatives, including evaluation
      of prepetition and postpetition funding needs;

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

The Debtor intends that the services of Deloitte FAS will
complement, and not duplicate, the services to be rendered by the
Debtor's proposed investment banker, Houlihan Lokey Capital, Inc.,
or any other professional retained in the case.

Louis E. Robichaux IV, a principal of Deloitte FAS tells the Court
that Deloitte FAS has agreed to provide the services at these
hourly billing rates:

         Partners, Principals and Directors      $495 - $595
         Senior Managers                            $465
         Managers                                   $365
         Senior Associates and Associates           $260
         Paraprofessionals                          $125

Mr. Robichaux adds that the Debtor paid Deloitte FAS a total of
$75,000 for services rendered by Deloitte FAS prior to the
Petition Date.

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

                   About Franciscan Communities

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

Franciscan Communities St. Mary of the Woods filed for Chapter 11
bankruptcy (Bankr. N.D. Ohio Case No. 11-19865) on Nov. 21, 2011,
after it failed to negotiate an out-of-court workout with holders
of tax-free bonds.  Judge Jessica E. Price Smith oversees the
case.  The Debtor disclosed assets of $36 million and debt
totaling $48 million as of the Chapter 11 filing.  In its
schedules, the Debtor disclosed $22,314,854 in assets and
$49,555,487 in liabilities.

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

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

The Official Committee of Unsecured Creditors tapped McDonald
Hopkins LLC as counsel.


FRANCISCAN COMMUNITIES: Files Schedules of Assets and Liabilities
-----------------------------------------------------------------
Franciscan Communities St. Mary of the Woods, Inc., filed with the
U.S. Bankruptcy Court for the Northern District of Ohio its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $17,990,914
  B. Personal Property            $4,323,940
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $34,331,695
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $15,223,791
                                 -----------      -----------
        TOTAL                    $22,314,854      $49,555,487

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

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

                   About Franciscan Communities

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

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

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

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


FURNITURE BY THURSTON: Amends Schedules of Assets and Liabilities
-----------------------------------------------------------------
Furniture by Thurston amended on Jan. 4, 2012, its schedules of
assets and liabilities, disclosing:

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

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

The Debtor disclosed $15,375,120 in assets and $25,227,972 in its
original schedules.

                     About KLN Steel Products

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

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


GAC STORAGE: Hearing on Additional Plan Exclusivity Tomorrow
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has continued to Feb. 16, 2012, at 10:30 a.m., the hearing to
consider the combined motion of GAC Storage Lansing, LLC, GAC
Storage Copley Place, LLC, and GAC Storage El Monte, LLC, to
extend the Debtors' exclusive periods to propose Chapter 11 Plans
and solicit acceptances to Feb. 16, 2012, at 10:30 a.m.

On Jan. 30, 2012, the Debtors filed a motion with the Bankruptcy
Court for the extension of the exclusive periods to file plans and
to solicit acceptances of the Chapter 11 plans through and
including May 4, 2012, and July 3, 2012, respectively.
This is the Debtors' first request for extensions of the
Exclusive Periods.

Wells Fargo Bank, N.A., successor-by-merger to Wachovia Bank, N.A.
objects to the foregoing motion, stating that:

   1. The El Monte bankruptcy case is not complicated.  It
      involves one primary asset, few employees, two secured
      creditors and a de minimus number of unsecured claims.

   2. There is no evidence that the Debtor has made any progress
      toward formulating a plan.  Indeed, the Debtor has not even
      negotiated a final agreement on the use of cash collateral
      with Lender, despite the fact that Lender proposed terms for
      a final cash collateral order seven weeks ago.

   3. Although settlement discussions are ongoing, the parties
      appear to be so far apart that plan or stay relief
      litigation seems to be the only way to resolve this case.

   4. There are no unresolved contingencies in this
      straightforward case.

   5. The Debtor has not attempted to negotiate a plan with
      Lender.

   6. The Debtor has been able to pay critical expenses from the
      bank's collateral only because BANA has accommodated the
      Debtor's request for multiple extensions of the interim cash
      collateral order.

   7. Because there has been no progress toward the formation of a
      plan, Lender cannot determine if a viable plan can or will
      be proposed by the Debtor.

Counsel for Wells Fargo Bank, N.A., can be reached at:

         Leslie Allen Bayles
         Aaron Davis
         BRYAN CAVE LLP
         161 North Clark Street, Ste. 4300
         Chicago, IL 60601-3315
         Tel: (312) 602-5000
         Fax: (312) 602-5050

Bank of America, N.A., also objects to the Debtor's exclusivity
motion.  It states:

   1. The Copley case is not complicated.  It involves one primary
      asset, few employees, one secured creditor and a de minimus
      number of unsecured claims.

   2. There is no evidence that the Debtor has made any progress
      toward formulating a plan.  Indeed, the Debtor has not even
      negotiated a final agreement on the use of cash collateral
      with BANA, despite the fact that BANA proposed terms for a
      final cash collateral order seven weeks ago.

   3. Although settlement discussions are ongoing, the parties
      appear to be so far apart that plan or stay relief
      litigation seems to be the only way to resolve this case.

   4. There are no unresolved contingencies in this
      straightforward case.

   5. The Debtor has not attempted to negotiate a plan with
      Lender.

   6. The Debtor has been able to pay critical expenses from the
      bank's collateral only because BANA has accommodated the
      Debtor's request for multiple extensions of the interim cash
      collateral order.

   7. Because there has been no progress toward the formation of a
      plan, BANA cannot determine if a viable plan can or will be
      proposed by the Debtor.

Counsel for BANA can be reached at:

         Leslie Allen Bayles
         Aaron Davis
         BRYAN CAVE LLP
         161 North Clark Street, Ste. 4300
         Chicago, IL 60601-3315
         Tel: (312) 602-5000
         Fax: (312) 602-5050

                         About Makena Great

The Makena Great American Anza Company LLC --
http://www.makenacapital.net/-- is a commercial shopping
center developers in Southern California.  Makena Great American
leads the way in the acquisition and development of "A-Location"
small commercial shopping centers and corner properties in
Southern California.

The Makena Great American Anza Company, LLC, filed a Chapter 11
petition (Bankr. N.D. Ill. Case No. 11-48549) on Dec. 1, 2011, in
Chicago, Illinois.  Gordon E. Gouveia, Esq., at Shaw Gussis
Fishman Glantz Wolfson & Towbin, LLC, in Chicago, serves as local
counsel to the Debtor.  D. Sam Anderson, Esq., and Halliday
Moncure, Esq., at Bernstein, Shur, Sawyer & Nelson, P.A., in
Portland, Maine, serve as counsel to the Debtor.  The Debtor
disclosed $13,938,161 in assets and $17,723,488 in liabilities.

                          About GAC Storage

GAC Storage Lansing, LLC, filed for Chapter 11 bankruptcy (Bankr.
N.D. Ill. Case No. 11-40944) on Oct. 7, 2011.  Robert M Fishman,
Esq., and Gordon E. Gouveia, Esq., at Shaw Gussis Fishman Glantz
Wolfson, & Towbin LLC, in Chicago, represents the Debtor as local
counsel.  It estimated $1 million to $10 million in assets and
debts.  The petition was signed by Noam Schwartz, secretary and
treasurer of EBM Mgmt Servs, Inc., manager of GAC Storage, LLC.

The Debtors' cases are being jointly administered along with the
Chapter 11 cases of The Makena Great American Anza Company, LLC
("Anza") and San Tan Plaza, LLC ("San Tan," and together with
Anza, the "Related Debtors") under lead case no. 11-40944.


GAC STORAGE: Makena Can Employ Bernstein Shur as Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Illinois has granted
The Makena Great American Anza Company, LLC, permission to employ
Employ Bernstein, Shur, Sawyer & Nelson, P.A., as its counsel.

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

   (a) give the Debtor legal advice with respect to its rights,
       powers, and duties as a debtor and/or debtor in possession
       in connection with the administration of its estate,
       operation of its business, and management of its property;

   (b) advise the Debtor with respect to asset dispositions,
       including sales, abandonments, and assumptions or
       rejections of executory contracts and unexpired leases, and
       to take such actions as may be necessary to effectuate
       those dispositions; and

   (c) assist the Debtor in the negotiation, formulation, and
       drafting of a chapter 11 plan.

Jay S. Geller, Esq. attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The firm's rates are:

   Personnel                                 Rates
   ---------                                 -----
   Shareholders                            $275 - $490
   Associates                              $175 - $250

Prior to the Petition Date, the Debtor transferred $50,000 to
Bernstein Shur as a prepayment for services to be rendered in
advance of and in connection with the Case.  Bernstein Shur
submits that approximately $7,543.001 of the Prepetition Retainer
has been used and applied to prepetition services, including legal
fees, filing fees, and expenses incurred prior to the Petition
Date.

                         About Makena Great

The Makena Great American Anza Company LLC --
http://www.makenacapital.net/-- is a commercial shopping
center developers in Southern California.  Makena Great American
leads the way in the acquisition and development of "A-Location"
small commercial shopping centers and corner properties in
Southern California.

The Makena Great American Anza Company, LLC, filed a Chapter 11
petition (Bankr. N.D. Ill. Case No. 11-48549) on Dec. 1, 2011, in
Chicago, Illinois.  Gordon E. Gouveia, Esq., at Shaw Gussis
Fishman Glantz Wolfson & Towbin, LLC, in Chicago, serves as local
counsel to the Debtor.  D. Sam Anderson, Esq., and Halliday
Moncure, Esq., at Berstein, Shur, Sawyer & Nelson, P.A., in
Portland, Maine, serve as counsel to the Debtor.  The Debtor
disclosed $13,938,161 in assets and $17,723,488 in liabilities.

                          About GAC Storage

GAC Storage Lansing, LLC, filed for Chapter 11 bankruptcy (Bankr.
N.D. Ill. Case No. 11-40944) on Oct. 7, 2011.  Robert M Fishman,
Esq., and Gordon E. Gouveia, Esq., at Shaw Gussis Fishman Glantz
Wolfson, & Towbin LLC, represents the Debtor as local counsel.  It
estimated $1 million to $10 million in assets and debts.  The
petition was signed by Noam Schwartz, secretary and treasurer of
EBM Mgmt Servs, Inc., manager of GAC Storage, LLC.

The Debtors' cases are being jointly administered along with the
Chapter 11 cases of The Makena Great American Anza Company, LLC
("Anza") and San Tan Plaza, LLC ("San Tan," and together with
Anza, the "Related Debtors") under lead case no. 11-40944.


GAC STORAGE: Makena Can Employ Shaw Gussis as Local Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Illinois has granted
The Makena Great American Anza Company, LLC, permission to employ
Shaw Gussis Fishman Glantz Wolfson & Towbin LLC, as its local
counsel.

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

   a. give the Debtor legal advice with respect to their
      rights, powers, and duties as debtors in possession in
      connection with administration of their estates, operation
      of their businesses, and management of their properties;

   b. advise the Debtor with respect to any asset
      dispositions, including sales, abandonments, and assumptions
      or rejections of executory contracts and unexpired leases,
      and take such actions as may be necessary to effectuate
      those dispositions; and

   c. assist the Debtors in the negotiation, formulation, and
      drafting of a chapter 11 plan.

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

The firm's rates are:

   Personnel                              Rates
   ---------                              -----
   Members                             $395 to $625
   Associates                          $265 to $350
   Paralegals                          $125 to $185

                         About Makena Great

The Makena Great American Anza Company LLC --
http://www.makenacapital.net/-- is a commercial shopping
center developers in Southern California.  Makena Great American
leads the way in the acquisition and development of "A-Location"
small commercial shopping centers and corner properties in
Southern California.

The Makena Great American Anza Company, LLC, filed a Chapter 11
petition (Bankr. N.D. Ill. Case No. 11-48549) on Dec. 1, 2011, in
Chicago, Illinois.  Gordon E. Gouveia, Esq., at Shaw Gussis
Fishman Glantz Wolfson & Towbin, LLC, in Chicago, serves as local
counsel to the Debtor.  D. Sam Anderson, Esq., and Halliday
Moncure, Esq., at Bernstein, Shur, Sawyer & Nelson, P.A., in
Portland, Maine, serve as counsel to the Debtor.  The Debtor
disclosed $13,938,161 in assets and $17,723,488 in liabilities.

                          About GAC Storage

GAC Storage Lansing, LLC, filed for Chapter 11 bankruptcy (Bankr.
N.D. Ill. Case No. 11-40944) on Oct. 7, 2011.  Robert M Fishman,
Esq., and Gordon E. Gouveia, Esq., at Shaw Gussis Fishman Glantz
Wolfson, & Towin LLC, represents the Debtor as local counsel.  It
estimated $1 million to $10 million in assets and debts.  The
petition was signed by Noam Schwartz, secretary and treasurer of
EBM Mgmt Servs, Inc., manager of GAC Storage, LLC.

The Debtors' cases are being jointly administered along with the
Chapter 11 cases of The Makena Great American Anza Company, LLC
("Anza") and San Tan Plaza, LLC ("San Tan," and together with
Anza, the "Related Debtors") under lead case no. 11-40944.


GAC STORAGE: Can Employ Smith Hemmesch as Special Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Illinois has granted
GAC Storage Lansing, LLC, et al., permission to employ Christopher
B. Kaczynski of the Law Offices of Smith, Hemmesch, Burke &
Kaczynski as special counsel to prosecute an appeal GAC Storage
Lansing's 2011 property tax assessment.

Christopher B. Kaczynski, Esq., a partner at Smith, Hemmesch,
Burke & Kaczynski, attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The Debtor proposes to pay Smith Hemmesch a contingent fee of 25%
of any tax savings received as a result of the tax appeal and to
be reimbursed for necessary and reasonable out-of-pocket expenses
attendant to the legal services provided.

                         About Makena Great

The Makena Great American Anza Company LLC --
http://www.makenacapital.net/-- is a commercial shopping
center developers in Southern California.  Makena Great American
leads the way in the acquisition and development of "A-Location"
small commercial shopping centers and corner properties in
Southern California.

The Makena Great American Anza Company, LLC, filed a Chapter 11
petition (Bankr. N.D. Ill. Case No. 11-48549) on Dec. 1, 2011, in
Chicago, Illinois.  Gordon E. Gouveia, Esq., at Shaw Gussis
Fishman Glantz Wolfson & Towbin, LLC, in Chicago, serves as local
counsel to the Debtor.  D. Sam Anderson, Esq., and Halliday
Moncure, Esq., at Berstein, Shur, Sawyer & Nelson, P.A., in
Portland, Maine, serve as counsel to the Debtor.  The Debtor
disclosed $13,938,161 in assets and $17,723,488 in liabilities.

                          About GAC Storage

GAC Storage Lansing, LLC, filed for Chapter 11 bankruptcy (Bankr.
N.D. Ill. Case No. 11-40944) on Oct. 7, 2011.  Robert M Fishman,
Esq., and Gordon E. Gouveia, Esq., at Shaw Gussis Fishman Glantz
Wolfson, & Towin LLC, represents the Debtor as local counsel.  It
estimated $1 million to $10 million in assets and debts.  The
petition was signed by Noam Schwartz, secretary and treasurer of
EBM Mgmt Servs, Inc., manager of GAC Storage, LLC.

The Debtors' cases are being jointly administered along with the
Chapter 11 cases of The Makena Great American Anza Company, LLC
("Anza") and San Tan Plaza, LLC ("San Tan," and together with
Anza, the "Related Debtors") under lead case no. 11-40944.


GAC STORAGE: Can Employ Wilson Elser as Construction Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
granted The Makena Great American Anza Company, LLC, permission to
employ Wilson Elser Moskowitz, Edelman & Dicker LLP, as its
special construction litigation counsel.

As reported in the TCR on Feb. 1, 2012, George D. Hagen, a partner
at Wilson, Elser, Moskowitz, Edelman & Dicker, LLP, attests that
the firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

The firm's hourly rates are:

         Personnel                        Rates
         ---------                        -----
         Partners                         $275
         Associates                       $225
         Paralegal                        $125

                         About Makena Great

The Makena Great American Anza Company LLC --
http://www.makenacapital.net/-- is a commercial shopping
center developers in Southern California.  Makena Great American
leads the way in the acquisition and development of "A-Location"
small commercial shopping centers and corner properties in
Southern California.

The Makena Great American Anza Company, LLC, filed a Chapter 11
petition (Bankr. N.D. Ill. Case No. 11-48549) on Dec. 1, 2011, in
Chicago, Illinois.  Gordon E. Gouveia, Esq., at Shaw Gussis
Fishman Glantz Wolfson & Towbin, LLC, in Chicago, serves as local
counsel to the Debtor.  D. Sam Anderson, Esq., and Halliday
Moncure, Esq., at Berstein, Shur, Sawyer & Nelson, P.A., in
Portland, Maine, serve as counsel to the Debtor.  The Debtor
disclosed $13,938,161 in assets and $17,723,488 in liabilities.

                         About GAC Storage

GAC Storage Lansing, LLC, filed for Chapter 11 bankruptcy (Bankr.
N.D. Ill. Case No. 11-40944) on Oct. 7, 2011.  Robert M Fishman,
Esq., and Gordon E. Gouveia, Esq., at Shaw Gussis Fishman Glantz
Wolfson, & Towbin LLC, represents the Debtor as local counsel.  It
estimated $1 million to $10 million in assets and debts.  The
petition was signed by Noam Schwartz, secretary and treasurer of
EBM Mgmt Servs, Inc., manager of GAC Storage, LLC.

The Debtors' cases are being jointly administered along with the
Chapter 11 cases of The Makena Great American Anza Company, LLC
("Anza") and San Tan Plaza, LLC ("San Tan," and together with
Anza, the "Related Debtors") under lead case no. 11-40944.


GAMETECH INT'L: Luck Could Run Out as it Faces Debt Maturity
------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that GameTech
International is going to need to hedge its bets to make it
through 2012 as the company's debt comes due while steep
competition has kept it in the red.

                   About Gametech International

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

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

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

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


GENCORP INC: BlackRock Discloses 7.8% Equity Stake
--------------------------------------------------
BlackRock, Inc., disclosed in an amended Schedule 13G filing with
the U.S. Securities and Exchange Commission, that, as of Dec. 30,
2011, it beneficially owns 4,585,938 shares of common stock of
Gencorp Inc. representing 7.81% of the shares outstanding.  As
previously reported by the TCR on Feb. 10, 2011, BlackRock
disclosed beneficial ownership of 4,830,633 shares.  A full-text
copy of the amended filing is available for free at:'

                        http://is.gd/MMtqF9

                         About GenCorp Inc.

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

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

                          *     *     *

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

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

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


GIBRALTAR KENTUCKY: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Gibraltar Kentucky Development, LLC
        156 Bent Tree Drive
        Palm Beach Gardens, FL 33418

Bankruptcy Case No.: 12-13289

Chapter 11 Petition Date: February 10, 2012

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: David L. Merrill, Esq.
                  TALARCHYK MERRILL, LLC
                  205 Worth Avenue, #320
                  Palm Beach, FL 33480
                  Tel: (561) 899-3333
                  Fax: (561) 899-3379
                  E-mail: dlm@tmbk11.com

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

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

The petition was signed by Bill Boyd, manager.

Debtor's List of Its 11 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Guy and Francis Lindley            Claim                $1,036,700
c/o Thomas F. Luken, Esq.
3081 East Commercial Boulevard, Suite 200
Fort Lauderdale, FL 33308

Gibraltar Energy                   Trade Debt              $93,420
700 Witherell
Saint Clair, MI 48079

Palimar Construction and           Settlement Agreement    $20,000
David Porter                       Payout
P.O. Box 1486
Paintsville, KY 41240

McJunkin Red Man                   Trade Debt              $11,887

J.W. Wireline Co.                  Trade Debt              $16,622

Lazzar and Co. CPAs                Accounting Services      $7,298

Atlas Electric Motor Company       Trade Debt               $2,747

Garrett Roberts, Lawrence County   Taxes                    $2,447
Sheriff

Internal Revenue Service           Payroll Taxes            $1,106

Garrett Roberts, Lawrence County   Taxes                      $272
Sheriff

Kentucky Department of Revenue     State Payroll Taxes        $210


GLOBAL AVIATION: Committee Has Unions and Suppliers
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Global Aviation Holdings Inc. has an official
creditors' committee with seven members.  Two are the pilots' and
Teamsters unions.  A union pension fund is also on the committee,
appointed Feb. 13 by the U.S. Trustee, along with suppliers
Goodrich Corp. and World Fuel Services Inc.

Global Aviation on Feb. 6 obtained from the bankruptcy judge an
interim order allowing the use of cash representing collateral for
secured lenders' claims.  There will be another interim hearing on
Feb. 22 and a final cash-use hearing March 7.

                     About Global Aviation

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

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

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

The Debtors disclosed $589.8 million in assets and $493.2 million
in liabilities as of Dec. 31, 2011.  Liabilities include $146.5
million on 14% first-lien secured notes and $98.1 million on a
second-lien term loan.  Wells Fargo Bank NA is agent for both.

Global said it will use Chapter 11 to shed 16 of 30 aircraft.
In addition, Global said it will use Chapter 11 to negotiate new
collective bargaining agreements with its unions and deal with
liabilities on multi-employer pension plans.


GLOBALAXXESS.COM INC: Trustees Sue Arrowood Over $4MM D&O Payout
----------------------------------------------------------------
Juan Carlos Rodriguez at Bankruptcy Law360 reports that Arrowood
Indemnity Co. owes the trustees of a bankrupt Florida company a
$4 million payout after improperly denying coverage to two
executives who were sued for fraud, according to a lawsuit removed
to Florida federal court Friday.

Law360 relates that the third-party complaint, originally filed in
Florida state court in December, alleges Arrowood should have
covered Stephen Musco and Benjamin Hern, two former executives at
now-bankrupt American Employee Leasing Inc., later known as Axxess
HR 1 and GlobalAxxess.com Inc.


GRAY TELEVISION: BlackRock Discloses 5.8% Equity Stake
------------------------------------------------------
BlackRock, Inc., disclosed in an amended Schedule 13G filing with
the U.S. Securities and Exchange Commission that, as of Dec. 30,
2011, it beneficially owns 2,987,866 shares of common stock of
Gray Television Inc. representing 5.81% of the shares outstanding.
As previously reported by the TCR on Feb. 11, 2011, BlackRock
disclosed beneficial ownership of 3,424,125 shares.  A full-text
copy of the amended filing is available at http://is.gd/hoWFYh

                       About Gray Television

Formerly known as Gray Communications System, Atlanta, Georgia-
based Gray Television, Inc., is a television broadcast company.
Gray currently operates 36 television stations serving 30 markets.
Each of the stations are affiliated with either CBS (17 stations),
NBC (10 stations), ABC (8 stations) or FOX (1 station).  In
addition, Gray currently operates 38 digital second channels
including 1 ABC, 4 Fox, 7 CW, 16 MyNetworkTV and 1 Universal
Sports Network affiliates plus 8 local news/weather channels and 1
"independent" channel in certain of its existing markets.

The Company's balance sheet at Sept. 30, 2011, showed $1.23
billion in total assets, $1.08 billion in total liabilities,
$31.33 million in preferred stock and $125.45 million in total
stockholders' equity.

                           *     *     *

Gray Television carries 'B-' issuer credit ratings, with stable
outlook, from Standard & Poor's and 'Caa1' corporate family rating
and probability of default rating, with stable outlook, from
Moody's.

"Moody's views the company's current level of financial leverage,
as exacerbated by a concentrated maturity profile, to be
unsustainable for a TV broadcaster and indicative of elevated
restructuring risk over the longer-term," said Moody's Russell
Solomon, Senior Vice President, in April 2010.  Pro forma for the
pending transaction, all of Gray's debt (including its debt-like
Series D Preferred Stock) comes due in 2014-2015.  Moody's
believes Gray will need to significantly reduce its debt with free
cash flow and will probably need to issue additional equity in
order to further moderate its leverage profile over the next few
years prior to accessing the capital markets again to refinance
current obligations.  The Caa1 CFR incorporates Moody's view that
leverage will remain excessive over at least the next two years.


GRUBB & ELLIS: Michael Kojaian Resigns from Board
-------------------------------------------------
Michael Kojaian resigned from his position as a director of Grubb
& Ellis Company on Feb. 10, 2012.  Mr. Kojaian informed the Board
of Directors of the Company that his resignation will permit him
to attend to his fiduciary duties as a director of Kojaian
Ventures, L.L.C., and its affiliated entities in commercial
transactions with the Company without actual or apparent conflicts
of interest.

As of Feb. 10, 2012, Mr. Kojaian beneficially own 22,908,209
shares of common stock of Grubb & Ellis Company representing 32.7%
of the shares outstanding.  A full-text copy of the amended filing
is available at http://is.gd/IvM6et

                    About Grubb & Ellis Company

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

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

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

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

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


GTP CELLULAR: Fitch To Rate $27 Million Class C Notes at 'BB-sf'
----------------------------------------------------------------
Fitch Ratings has issued a presale report on GTP Cellular Sites,
LLC Secured Cellular Sites Revenue Notes, Series 2012-1 and 2012-
2.
Fitch expects to rate the transaction as follows:

  -- $107,000,000* Series 2012-1 Class A 'Asf/Outlook Stable';
  -- $107,000,000* Series 2012-2 Class A 'Asf/Outlook Stable';
  -- $41,000,000 Series 2012-2 Class B 'BBB-sf/Outlook Stable'.
  -- $27,000,000 Series 2012-2 Class C 'BB-sf/Outlook Stable'.

* Estimated principal balance.

The sum of the aggregate initial principal balance of the Series
2012-1 and Series 2012-2 Class A notes will be $214,000,000.
However, the split between the 2012-1 and 2012-2 Class A notes has
not yet been determined.

The expected ratings are based on information provided by the
issuer as of Feb. 13, 2012.

The $282 million Global Tower Partners (GTP) 2012-1 and 2012-2
notes are backed by 1,177 cellular tower properties leased to
1,866 cellular tower tenants.  Security for the notes includes
mortgage liens on properties representing approximately 98% of the
annualized run rate net cash flow (NCF) and a pledge and first-
priority perfected security interest in 100% of the equity
interest of the issuer and the asset entities and is guaranteed by
the direct parent of GTP Cellular Sites, LLC (GTP, or the issuer).
The ownership interest in the cellular sites consists of perpetual
easements, long-term easements, prepaid leases, and fee interests
in land, rooftops, or other structures on which site space is
allocated for placement of tower and wireless communication
equipment.


HAMPTON ROADS: Douglas J. Glenn Appointed Chief Executive Officer
-----------------------------------------------------------------
Hampton Roads Bankshares, Inc., the holding company for The Bank
of Hampton Roads and Shore Bank, announced that the Company's
Board of Directors has appointed Douglas J. Glenn President and
Chief Executive Officer of the Company and BHR.  Glenn held both
positions in an interim capacity since August, 2011, while the
Board of Directors conducted a search with the assistance of an
executive search firm.

Henry P. Custis, Chairman of the Board of Directors of the
Company, said, "Doug played a key role in the Company's
recapitalization in 2010 and since then has been working
tirelessly to refocus the Company on our community banking
franchise, which we firmly believe is the right path to return to
profitability.  The Board is confident that Doug is the best
person to lead this Company into the future."

Glenn joined the Company and BHR in 2007.  Prior to serving as
interim President and Chief Executive Officer of the Company and
BHR, Glenn served as Executive Vice President, General Counsel and
Chief Operating Officer of the Company and General Counsel of BHR.
Prior to joining the Company, Glenn was a Partner with the law
firm Pender & Coward, P.S., in Virginia Beach, Virginia.  He has
been a Director of the Company and BHR since 2006 and a Director
of Shore Bank since 2008.

                   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.


HANMI FINANCIAL: BlackRock Discloses 6.7% Equity Stake
------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that, as of
Dec. 30, 2011, it beneficially owns 2,129,020 shares of common
stock of Hanmi Financial Corp. representing 6.76% of the shares
outstanding.  As previously reported by the TCR on Feb. 14, 2011,
BlackRock disclosed beneficial ownership of 8,622,795 shares.  A
full-text copy of the amended filing is available for free at:

                        http://is.gd/NJpeZW

                        About Hanmi Financial

Headquartered in Los Angeles, California, Hanmi Financial Corp.
(Nasdaq: HAFC) -- http://www.hanmi.com/-- is the holding company
for Hanmi Bank, a state chartered bank with headquarters located
at 3660 Wilshire Boulevard, Penthouse Suite A, in Los Angeles.
Hanmi Bank provides services to the multi-ethnic communities of
California, with 27 full-service offices in Los Angeles, Orange,
San Bernardino, San Francisco, Santa Clara and San Diego counties,
and a   loan production office in Washington State.

The Company's balance sheet as of Dec. 31, 2011, showed $2.74
billion in total assets, $2.45 billion in total liabilities and
$285.61 million in stockholders' equity.

                          Going Concern

The Company is required by federal regulatory authorities to
maintain adequate levels of capital to support its operations.
Hanmi Bank is also required to increase its capital and maintain
certain regulatory capital ratios prior to certain dates specified
in a Final Order issued by the California Department of Financial
Institutions.  By July 31, 2010, the Bank was required to increase
its contributed equity capital by not less than an additional $100
million and maintain a ratio of tangible stockholders' equity to
total tangible assets of at least 9.0%.

In addition, the Bank was also required to maintain a ratio of
tangible stockholders' equity to total tangible assets of at least
9.5 percent at Dec. 31, 2010 and until the Final Order is
terminated.

As a result of the successful completion of the registered rights
and best efforts offering in July 2010, the capital contribution
requirement set forth in the Final Order was satisfied.  However,
the tangible capital ratio requirement set for in the Final Order
has not been satisfied at Dec. 31, 2010. Further, should the
Company's asset quality continue to erode and require significant
additional provision for credit losses, resulting in added future
net operating losses at the Bank, or should the Company otherwise
fail to be profitable, the Company's capital levels will
additionally decline requiring the raising of more capital than
the amount currently required to satisfy the Company' agreements
with its regulators.

The Company said an inability to raise additional capital when
needed or comply with the terms of the Final Order or the Written
Agreement with the Board of Governors of the Federal Reserve
System, raises substantial doubt about its ability to continue as
a going concern.

The Company's independent registered public accounting firm in
their audit report for fiscal year 2010 has expressed substantial
doubt about the Company's ability to continue as a going concern.
Continued operations may depend on the Company's ability to comply
with the regulatory orders the Company is subject to.


HARBOUR EAST: Lender Buys Cielo on the Bay Condo in Florida
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Cielo on the Bay condominium project in North Bay
Village, Florida, ended up being purchased from the Chapter 7
trustee by the lender owed $15 million.  The lender submitted the
best bid at auction. Rather than pay cash, the lender swapped
$10,000 of the secured debt for ownership.  The lender agreed to
carve out $10,000 cash from prior income to pay the Chapter 7
trustee's expenses.

                  About Harbour East Development

Harbour East Development, Ltd., was the developer and owner of the
luxury residential condominium development known as CIELO on the
Bay located at 7935 East Drive, North Bay Village.  CIELO contains
35 residential condominium units.

Harbour East filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Case No. 10-20733) on April 22, 2010.  Michael L. Schuster, Esq.,
who has an office in Miami, Florida, represents the Debtor.  The
Company estimated assets and debts at $10 million to $50 million,
as of the Chapter 11 filing.

On Dec. 29, 2011, the bankruptcy judge entered an order denying
confirmation of the Debtor's Third Amended Plan of Reorganization,
filed Nov. 4, 2011, and converting the Debtor's Chapter 11 case to
a case under Chapter 7.


HCA HOLDINGS: Enters Into $1.3BB Underwriting Pact with Goldman
---------------------------------------------------------------
HCA Holdings, Inc., HCA Inc., a wholly-owned subsidiary of the HCA
Holdings, Inc., and certain subsidiary guarantors of the Company
entered into an Underwriting Agreement with Goldman, Sachs & Co.,
Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan
Securities LLC and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as representatives of the several underwriters, for
the issuance and sale by the Issuer of $1,350,000,000 aggregate
principal amount of 5.875% Senior Secured Notes due 2022,
guaranteed by the Parent Guarantor and certain of its
subsidiaries, pursuant to the Company's Registration Statement on
Form S-3 (File No. 333-175791), filed on July 26, 2011, as
supplemented by the prospectus supplement dated Feb. 7, 2012.

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

                        http://is.gd/wN2wr0

                           About HCA Inc.

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

                            *     *     *

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

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

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


HILL TOP: Plan of Reorganization Wins Court Approval
----------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
confirmed Hill Top Farm, Ltd.'s Plan of Reorganization.

As reported in the Troubled Company Reported on Sept. 21, 2011,
First National Bank, owed approximately $1,880,000, will, receive
from Hill Top, monthly $14,000 payments of principal and interest,
commencing on Sept. 15, 2012, and continuing monthly thereafter
though and until Aug. 15, 2017.  In addition, Hill Top will secure
First National's release of its lien on any real property lot that
is part of the Hill Top collateral by paying to First National
Bank a release price of $12,000 per lot.  Furthermore, Hill Top
will secure First National's release of its lien on either Hill
Top's two commercial tracts that are part of the Hill Top
collateral by paying to First National Bank a release price of 85%
of the net sales proceeds of the tract being sold.  In addition,
when a lot or commercial tract is sold and the lien thereon is
released, First National Bank will re-calculate the monthly
payment due and owing by amortizing the then principal balance
over a period of 120 months and applying an interest rate of 7.5%.

Interest holders will retain their interest in Hill Top.

Current management -- Ray Salinas, Ismael Salinas and Roberto R.
Salinas -- will continue to manage the Debtor's business.

                    About Hill Top Farm, Ltd.

San Antonio, Texas-based Hill Top Farm, Ltd., is in the real
estate development business.  The Company filed for Chapter 11
bankruptcy protection (Bankr. W.D. Tex. Case No. 10-52526) on
July 2, 2010.  William B. Kingman, Esq., who has an office in San
Antonio, Texas, assists the Company in its restructuring effort.
In its schedules, the Debtor disclosed $17,105,389 in assets and
$4,215,716 in liabilities.

Judy A. Robbins, the U.S. Trustee for Region 7, was unable to
appoint a committee of creditors holding unsecured claims.


HOSTESS BRANDS: Teamsters to Strike if Court Scraps Union Contract
------------------------------------------------------------------
Roxanne Palmer at Bankruptcy Law360 reports that the International
Brotherhood of Teamsters said Monday that its members working at
Hostess Brands Inc. had overwhelmingly voted to authorize a strike
if a New York bankruptcy court approves the troubled
confectioner's plan to jettison existing labor contracts as part
of its Chapter 11 reorganization.

In January, Hostess asked the court to allow it to scrap its
collective bargaining agreements with 141 affiliates of the
Teamsters and 35 affiliates of the Bakery, Confectionery, Tobacco
Workers and Grain Millers International Union, Law360 relates.

                        About Hostess Brands

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

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

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

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

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

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

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

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

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


ISTAR FINANCIAL: Ori Uziel Discloses 6.1% Equity Stake
------------------------------------------------------
Ori Uziel disclosed in an amended Schedule 13G filing with the
U.S. Securities and Exchange Commission that, as of Dec. 31, 2011,
he beneficially owns 5,000,000 shares of common stock of iStar
Financial Inc. representing 6.1% of the shares outstanding.  A
full-text copy of the filing is available at http://is.gd/yKJ4wi

                       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+'.


ISTAR FINANCIAL: BlackRock Discloses 6.1% Equity Stake
------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that, as of
Dec. 30, 2011, it beneficially owns 4,984,092 shares of common
stock of iStar Financial Inc. representing 6.08% of the shares
outstanding.  As previously reported by the TCR on Feb. 11, 2011,
BlackRock disclosed beneficial ownership of 5,400,922 shares.  A
full-text copy of the amended filing is available for free at:

                        http://is.gd/3kTBLc

                       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+'.


ISTAR FINANCIAL: Diamond Hill Holds 6.3% Equity Stake
-----------------------------------------------------
Diamond Hill Capital Management, Inc., disclosed in a Schedule 13G
filing with the U.S. Securities and Exchange Commission that, as
of Dec. 30, 2011, it beneficially owns 5,141,989 shares of common
stock of iStar Financial, Inc., representing 6.3% of the shares
outstanding.  A full-text copy of the filing is available at:

                       http://is.gd/UahsEf

                      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+'.


J JILL ACQUISITION: Moody's Cuts Corp. Family Rating to 'Caa1'
--------------------------------------------------------------
Moody's Investors Service lowered J Jill Acquisition LLC Corporate
Family Rating and Probability of Default Ratings to Caa1 from B3.
Moody's also lowered the company's secured term loan rating to
Caa1 from B3. The rating outlook remains negative.

RATINGS RATIONALE

The downgrade of J.Jill's ratings reflects the company's continued
weak performance in the second half of 2011. This has resulted
from a combination of lower than expected sales and the negative
impact on gross margins from a more promotional retail
environment. These negative trends were only partly offset by
continued positive trends in the company's direct business. As a
result, J.Jill's leverage (incorporating Moody's standard
analytical adjustments) will be in the high 6 times. The downgrade
also reflects Moody's expectations that as a result of this weaker
performance, the company is unlikely to comply with the current
terms of the maximum leverage covenant in the company's secured
term loan agreement for the period ending January 29, 2012.
Accordingly, the company will need to obtain an amendment from its
lenders or obtain an equity cure from the sponsor (which is at the
sponsor's sole discretion).

The negative outlook reflects concerns that the company's weak
performance may persist given the still challenging retail
environment. While the company deepened its design team after
fashion misses in early 2011, the impact from updated fashions
remains uncertain. The negative outlook also reflects
uncertainties regarding the terms and conditions of any amendment,
which could result in additional constraints on the company's
overall liquidity or otherwise strain the company's already highly
leveraged capital structure.

In view of the negative outlook, ratings are unlikely to be
upgraded in the near term. The rating outlook could be stabilized
if the company arrests negative trends in operating performance,
while obtaining covenant relief for the intermediate term, and
maintains interest coverage in excess of 1 time. Over time,
ratings could be upgraded if the company were to show improved
sales and operating margins, indicating that the company has
corrected fashion misses during 2011. Quantitatively, ratings
could be upgraded if debt/EBITDA was sustained below six times and
EBITA/interest approached 1.5 times while maintaining adequate
overall liquidity.

Ratings could be downgraded if the company's sales and operating
margins continue to erode or its liquidity were to further erode.
Ratings could also be downgraded if Moody's believed that the
probability of a default, including by way of a transaction deemed
a distressed exchange, otherwise were to increase.

These ratings were lowered:

Corporate Family Rating to Caa1 from B3

Probability of Default Rating to Caa1 from B3

JJ Lease Funding Corporation:

$117 million Senior Secured Term Loan due April, 2017 to Caa1 (LGD
3,44%) from B3 (LGD 3, 44%)

The principal methodology used in rating Jill Acquisition LLC was
the Global Retail Industry Methodology published in June 2011.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Quincy, Massachusetts, Jill Acquisition LLC ("J
Jill") is a retailer of women's apparel, footwear and accessories
though the internet, catalogs and 227 retail stores.


JASPERS ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Jaspers Enterprises, Inc.
        13615 Riverport Drive
        Maryland Heights, MO 63043

Bankruptcy Case No.: 12-41073

Chapter 11 Petition Date: February 13, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Charles E. Rendlen, III

Debtor's Counsel: Robert E. Eggmann, Esq.
                  DESAI EGGMANN MASON LLC
                  7733 Forsyth Boulevard, Suite 2075
                  Clayton, MO 63105
                  Tel: (314) 881-0800
                  Fax: (314) 881-0820
                  E-mail: reggmann@demlawllc.com

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

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

The petition was signed by Keith Jaspers, president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Days Inn Worldwide                 Trade Debt             $391,760
301 Northwest 3rd Street
Concordia, MO 64802

Wingate Inns International, Inc.   Trade Debt             $252,706
P.O. Box 4090
Aberdeen, SD 57401

Howard Johnson International       Trade Debt             $155,039
P.O. Box 4090
Aberdeen, SD 57401

Coakley & Williams Hotel           Trade Debt              $55,302
Management Co.

Keith Jaspers                      Trade Debt              $32,878


St. Louis County Department        --                      $25,409
Of Revenue

State of Missouri, ex rel.         Sales Tax               $25,170

City of Branson                    Tourism Tax             $20,855

Otis Elevator                      Trade Debt              $18,442

The Brennan Group                  Trade Debt              $14,389

Red Roof Franchising               Trade Debt              $13,917

A1 Contract Staffing               Trade Debt              $10,549

American Hotel Register            Trade Debt               $7,690

T&P Incentives                     Trade Debt               $6,794

Empire District                    Trade Debt               $6,718

Springfield Grocer Company         Trade Debt               $6,442

Farmers Brothers Co.               Trade Debt               $6,119

Hotel Connections                  Trade Debt               $5,704

Accommodations Plus                Trade Debt               $5,403

American Travel Services, Inc.     Trade Debt               $4,000


JEANS WESTERNER: Closes Doors Amid Regional Competition
-------------------------------------------------------
Montrose Daily Press reports that Jeans Westerner, a Montrose
staple for nearly four decades, is closing its doors.  According
to the report, co-owner Steve Omernik said the business could not
keep afloat in the current economic climate, and because of
regional competition, despite efforts to stave off closure that
included shuttering the business' Delta location.


JEFFERSON COUNTY, AL: Hiring Investment Director
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Jefferson County, Alabama, lacking a chief financial
officer, finance director or chief accountant, is paying $130,000
a year to hire a director of capital structure and investments.

                          BNY Lawsuit

Bank of New York Mellon Corp., as trustee for holders of sewer
warrants issued by Jefferson County filed a lawsuit on Feb. 3 in
bankruptcy court contending that the county is withholding revenue
from the sewer system that should go to bondholders.

The lawsuit sets the stage for bondholders to contend that Section
958(b) of the Bankruptcy Code would violate the Fifth Amendment to
the U.S. Constitution if it's interpreted to mean that the county
can withhold more to cover operating expenses than the bond
indenture provides.

The indenture trustee is also challenging the county's right to be
in Chapter 9.

                      About Jefferson County

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

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

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

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

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

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

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

A report by Bloomberg News in January said, citing Jefferson's
attorney, that the default on sewer bonds has already cost
Jefferson County, Alabama, $22 million in attorneys' fees.


JENNE HILL: Can Employ Bryan C. Bacon as Attorney
-------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri has
authorized Jenne Hill Townhomes, LLC, to employ Bryan C. Bacon,
Esq., and the firm of Van Matre, Harrison, Hollis, and Taylor,
P.C., as counsel for the Debtor.

As attorney, Mr. Bacon will:

   (a) give the Debtor legal advice with respect to its powers and
       duties as Debtor in the management of its property;

   (b) take necessary action to prevent the foreclosure of liens
       against the Debtor's property and enable the Debtor to
       successfully file and carry out a Plan of Reorganization or
       Liquidation pursuant to Chapter 11 of the Bankruptcy Code;

   (c) prepare on behalf of the Debtor necessary applications,
       answers, orders, reports and other legal papers; and

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

The Debtor will pay Mr. Bacon at an hourly rate of $195.

To the best of the Debtor's knowledge, Mr. Bacon and the firm of
Van Matre, Harrison, Hollis, and Taylor, P.C., represent no
interest adverse to the Debtor or the estate in matters upon which
they are to be engaged.

                   About Jenne Hill Townhomes

Columbia, Missouri-based Jenne Hill Townhomes, L.L.C., is a
Missouri limited liability company that owns and operates a
complex of high end townhomes in Columbia, Missouri.  The Debtor
filed for Chapter 11 bankruptcy (Bank. W.D. Mo. Case No. 11-22129)
on Dec. 22, 2011.  In its schedules, the Debtor disclosed
$14,131,453 in assets and $9,743,209 in liabilities.

The petition was signed by Fredd Spencer, manager.  Judge Dennis
R. Dow presides over the case.  Bryan C. Bacon, Esq., at Van
Matre, Harrison, Hollis, and Taylor, P.C., in Columbia, Missouri,
serves as the Debtor's counsel.


JENNE HILL: Seeks Employment of Howe & Associates as Accountant
---------------------------------------------------------------
Jenne Hill Townhomes, LLC, asks the U.S. Bankruptcy Court for the
Western District of Missouri for permission to employ Howe &
Associates PC CPA as accountant for the Debtor.  Howe & Associates
will prepare the Debtor's 2011 federal, state and local income tax
returns and perform additional necessary and appropriate
accounting, tax, business, and financial services.  The
employment may include, without limitation, providing general
accounting services, providing the Debtor with advice regarding
tax issues, and assisting the Debtor in formulating a plan of
reorganization.

Debtor will pay for Howe & Associates' services at an hourly rate
of $100.

To the best of the Debtor's knowledge, information and belief,
Howe & Associates PC CPA is distinterested as that term in defined
in Sec. 101(14) of the Bankruptcy Code.

Columbia, Missouri-based Jenne Hill Townhomes, L.L.C., is a
Missouri limited liability company that owns and operates a
complex of high end townhomes in Columbia, Missouri.  The Debtor
filed for Chapter 11 bankruptcy (Bank. W.D. Mo. Case No.11-22129)
on Dec. 22, 2011.  In its schedules, the Debtor disclosed
$14,131,453 in assets and $9,743,209 in liabilities.

The petition was signed by Fredd Spencer, manager.  Judge Dennis
R. Dow presides over the case.  Bryan C. Bacon, Esq., at Van
Matre, Harrison, Hollis, and Taylor, P.C., in Columbia, Missouri,
serves as the Debtor's counsel.


JOHN FOSTER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: John Foster Homes, Inc.
        P.O. Box 1208
        Henderson, NC 27536

Bankruptcy Case No.: 12-01116

Chapter 11 Petition Date: February 13, 2012

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: Danny Bradford, Esq.
                  PAUL D. BRADFORD, PLLC
                  dba Bradford Law Offices
                  455 Swistside Drive, Suite 106
                  Cary, NC 27518-7198
                  Tel: (919) 758-8879
                  Fax: (919) 803-0683
                  E-mail: dbradford@bradford-law.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nceb12-01116.pdf

The petition was signed by John M. Foster, president.


KIRCH GROUP: Deutsche Bank Nears Deal to Settle Bankruptcy Claims
-----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Deutsche Bank AG
is closing in on an agreement to pay about EUR800 million
($1 billion) to settle decade-old claims that a former chief
executive helped drive German media company Kirch Group into
bankruptcy, according to people familiar with the negotiations.


KV PHARMACEUTICAL: Updates Makena Performance Metrics
-----------------------------------------------------
K-V Pharmaceutical Company reported updated performance metrics
for Makena.

Makena was launched during March of 2011.  From its launch date
through Jan. 31, 2012:

   * Approximately 7,900 vials have been shipped to Ther-Rx
     customers of which approximately 6,500 vials have been
     distributed to doctors and patients.  This is an increase of
     approximately 600 vials shipped to customers and 1,600 vials
     shipped to doctors and patients since November 2011;

   * As part of Ther-Rx's commitment to patient access, the
     Company has also provided approximately 1,200 additional
     vials at little or no patient out-of-pocket cost through the
     Company's patient assistance program for use by patients who
     have demonstrated financial need;

   * Approximately 6,000 patient referrals from over 3,500
     prescribers have been made to the Makena Care Connection, an
     increase of approximately 1,200 patients and 500 prescribers
     since November 2011;

   * Approximately 3,700 patients have either initiated treatment,
     are in the enrollment phase or are pending insurance approval
     and treatment initiation, an increase of more than 900
     patients since November 2011;

   * Over 250 payers, both commercial and Medicaid, have
     reimbursed Makena and at least 19 states have reimbursed
     Makena; and

   * Current data indicates patient co-pays are averaging
     approximately $10 per injection, the same or less cost than
     those typically associated with compounded 17P formulations.

"We continue to advance our commercialization strategy for Makena
by actively engaging the medical and payer communities on the
differences between FDA-approved Makena and unapproved compounded
17P formulations," said Greg Divis, President and CEO of K-V
Pharmaceutical and President of Ther-Rx.  "Our efforts are driving
improved performance metrics and we are intensely focused on
continuing to grow our market share."

                  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.


LAKELAND DRAG: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Lakeland Drag Strip, Inc.
        224 Chadwick Street
        Auburndale, FL 33823

Bankruptcy Case No.: 12-01936

Chapter 11 Petition Date: February 13, 2012

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

Debtor's Counsel: Thomas C. Little, Esq.
                  THOMAS C. LITTLE, PA
                  2123 N.E. Coachman Road, Suite A
                  Clearwater, FL 33765
                  Tel: (727) 443-5773
                  E-mail: janet@thomasclittle.com

Scheduled Assets: $1,207,000

Scheduled Liabilities: $1,930,169

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb12-01936.pdf

The petition was signed by Roy E. Spiker, president.


LEO GENTRY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Leo Gentry Wholesale Nursery, Inc.
        dba Eagle Creek Nursery, LLC
        P.O. Box 645
        Gresham, OR 97030

Bankruptcy Case No.: 12-30858

Chapter 11 Petition Date: February 13, 2012

Court: United States Bankruptcy Court
       District of Oregon

Judge: Randall L. Dunn

Debtor's Counsel: Robert J. Vanden Bos, Esq.
                  VANDEN BOS & CHAPMAN, LLP
                  319 SW Washington #520
                  Portland, OR 97204
                  Tel: (503) 241-4869
                  E-mail: vbcservice@yahoo.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/orb12-30858.pdf

The petition was signed by Leo E. Gentry, president.


LIMITED EDITIONS FOR HER: Case Summary & Creditors List
-------------------------------------------------------
Debtor: Limited Editions for Her of Nevada LLC
          dba Limited Editions for Her
              LEFH
        423 West 55th Street, 3rd Floor
        New York, NY 10019

Bankruptcy Case No.: 12-10514

Chapter 11 Petition Date: February 9, 2012

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

Judge: Stuart M. Bernstein

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

Debtor's
Financial
Advisors:         RICHTER CONSULTING

Debtor's
Investment
Banking Advisors: CONSENSUS ADVISORY SERVICES

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

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

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

Debtor-affiliate that simultaneously filed for Chapter 11
protection:

  Debtor                                     Case No.
  ------                                     --------
Limited Editions for Her of Branson LLC      12-10515
  Assets: $100,001 to $500,000
  Debts: $1,000,001 to $10,000,000

Limited Editions for Her of Nevada's list of its 30 largest
unsecured creditors filed with the petition is available for free
at http://bankrupt.com/misc/nysb12-10514.pdf

Limited Editions for Her of Branson's list of its 30 largest
unsecured creditors filed with the petition is available for free
at http://bankrupt.com/misc/nysb12-10515.pdf

The petitions were signed by William D. Rondina, chief executive
officer.


LODGENET INTERACTIVE: Penn Capital Discloses 6.6% Equity Stake
--------------------------------------------------------------
Penn Capital Management disclosed in a Schedule 13G filing with
the U.S. Securities and Exchange Commission that, as of Dec. 31,
2011, it beneficially owns 1,670,025 shares of common stock of
Lodgenet Interactive Corp representing 6.61% of the shares
outstanding.  A full-text copy of the filing is available at:

                        http://is.gd/bg0dFz

                     About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET), formerly LodgeNet Entertainment Corp. --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms worldwide in addition to
healthcare facilities throughout the United States.  The Company's
services include: Interactive Television Solutions, Broadband
Internet Solutions, Content Solutions, Professional Solutions and
Advertising Media Solutions.  LodgeNet Interactive Corporation
owns and operates businesses under the industry leading brands:
LodgeNet, LodgeNetRX, and The Hotel Networks.

The Company also reported a net loss of $1.78 million on
$321.21 million of total revenues for the nine months ended
Sept. 30, 2011, compared with a net loss of $7.32 million on
$344.91 million of total revenues for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed $408.96
million in total assets, $460.01 million in total liabilities and
a $51.05 million total stockholders' deficiency.

                           *     *     *

Lodgenet carries a 'B3' long term corporate family rating and a
'Caa1' probability of default rating, with 'stable' outlook, from
Moody's.  It has 'B' long term foreign and local issuer credit
ratings, with 'stable' outlook, from Standard & Poor's.

"In Moody's opinion, continued cautious investment from LodgeNet's
hotel customers will hamper intermediate term growth in its core
hospitality services business, and over the long term competing
forms of entertainment will pressure this revenue stream as the
company seeks to defend its relevance to both hotel operators and
hotel guests.  The B3 corporate family rating incorporates these
weak growth prospects, mitigated somewhat by the company's
moderately high financial risk profile and demonstrated capacity
to generate positive free cash flow throughout challenging
economic conditions, along with a measure of stability from the
monthly fees it receives from hotels regardless of occupancy,"
Moody's said in October 2010.


LONESTAR INTERMEDIATE: S&P Gives 'B+' Counterparty Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
counterparty credit rating to Lonestar Intermediate Super Holdings
LLC (a wholly owned subsidiary of NEWAsurion Corp.) "At the same
time, we assigned a 'B-' senior unsecured debt rating to Lonestar
Intermediate Super Holdings' $1 billion senior unsecured term loan
facilities. The outlook is stable," S&P said.

"We are also revising our senior secured debt rating on Asurion
Corp. LLC's (Asurion) first-lien senior credit facility to 'BB-'
from 'B+'. The recovery rating on the company's first-lien term
loan and revolving credit facility is '2', indicating our
expectation for substantial (70%-90%) recovery for lenders in the
event of a payment default," S&P said.

"The recovery rating on the Lonestar's second-lien term loan is
'6', indicating our expectation for negligible (0%-10%) recovery
for lenders in the event of a payment default. The recovery rating
on the company's senior unsecured term loans facilities is '6',
indicating our expectation of negligible (0% to 10%) recovery for
lenders in the event of a payment default," S&P said.

"The rating action on Asurion's first-lien senior credit facility
is based on our reevaluation of the company's enterprise value at
default," S&P said.

"The 'B+' counterparty credit rating on Lonestar reflects
NEWAsurion's significant leverage and fluctuating credit metrics--
resulting in a leveraged balance sheet that, in addition to the
company's financial management strategy, is a weakness to the
rating," said Standard & Poor's credit analyst Polina Chernyak.
"NEWAsurion's dependence on new subscribers and contract renewals
could challenge the sustainability of its leading competitive
position. NEWAsurion's operating performance, which is a key
strength to the rating, and its leading competitive position and
cash-generating capabilities (as measured by revenue and EBITDA)
despite difficult market conditions, which support the company's
deleveraging capabilities, offset the rating weaknesses."

"The stable outlook reflects our view that NEWAsurion will
continue to generate solid cash flow and will be able to service
its debt adequately. We believe that the company's cash-flow
generating ability and EBITDA growth result largely from its
successful international expansion, strong attachment rates, solid
competitive position in the handset protection and extended
service warranty market, and the value it offers to its clients
and customers. We believe that these factors will enable the
company to sustain favorable operating performance despite the
weak economy," S&P said.

"The stable outlook also reflects our expectation that despite the
difficult economic conditions and the global pullback in consumer
spending, extended service warranty and handset protection
coverage will remain a growing business for NEWAsurion. We believe
that NEWAsurion's solid client relationships will enable the
company to generate cash flow that supports the current rating for
the next 24 months. We believe the company will continue to expand
its products and services successfully on a global basis and to
gain additional market share through market penetration," S&P
said.

"We could take a negative rating action if the company cannot
maintain its current operating performance, debt leverage, and
EBITDA coverage that are appropriate for the rating level. In the
longer term, if NEWAsurion can sustain its competitive position,
favorable client relationships, and good operating performance
results, we could consider raising the rating," S&P said.


LOSEE/CRAIG PROPERTIES: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------------
Debtor: Losee/Craig Properties, LLC
        4129 West Cheyenne Avenue, #B
        North Las Vegas, NV 89032

Bankruptcy Case No.: 12-11495

Chapter 11 Petition Date: February 9, 2012

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Michael C. Van, Esq.
                  SHUMWAY VAN & HANSEN, CHTD
                  8985 S. Eastern Avenue, #100
                  Las Vegas, NV 89123
                  Tel: (702) 478-7770
                  Fax: (702) 478-4779
                  E-mail: michael@shumwayvan.com

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

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

The petition was signed by Weston L. Adams, manager.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Bank of Nevada                     Land                 $4,464,596
2700 W. Sahara
Las Vegas, NV 89102


LSP ENERGY: Bondholders Object to DIP Financing Motion
------------------------------------------------------
BankruptcyData.com reports that certain bondholders, including
Vega Asset Partners and Luminus Energy Partners Master Fund, filed
with the U.S. Bankruptcy Court a preliminary objection to LSP
Energy Limited Partnership's motion for debtor-in-possession
financing.

Among other things, the objection asserts, "...the proposed DIP
Loan is unnecessary and wasteful. The sole purpose of the DIP Loan
is to pay pre- and post-petition interest on the Bonds....The
Motion improperly suggests that the Debtors' operations would be
put at risk if the DIP Loan is not approved."

LSP Energy Limited Partnership, the owner of a natural-gas-fired
power plant in Mississippi, and its Debtor-affiliates filed for
bankruptcy protection (Bankr. D. Del. Lead Case No. 12-10460) in
Delaware on Feb. 10, 2012.  Judge Mary F. Walrath presides over
the case.  Thomas Joseph Francella, Jr., Esq., at Whiteford Taylor
Preston LLC serves as the Debtors' counsel.  In its petition, the
Debtors estimated $100 million to $500 million in assets and
debts.  The petition was signed by Thomas G. Favinger, president
of LSP Energy, Inc., general partner.

Affiliates that simultaneously sought Chapter 11 protection are
LSP Batesville Holding, LLC (Bankr. D. Del. Case No. 12-10461),
LSP Energy, Inc. (Bankr. D. Del. Case No. 12-10463), and
LSP Batesville Funding Corporation (Bankr. D. Del. Case No.
12-10464).


MADISON 92ND: Adversary Case Transferred from District Court
------------------------------------------------------------
The Hon. Shira A. Scheindlin of the U.S. Bankruptcy Court for the
Southern District of New York ordered the clerk of Court to:

   -- transfer the adversary case of Madison 92nd Street
      Associates, LLC against Courtyard Management Corporation
      from the U.S. District Court, S.D.N.Y. to the Bankruptcy
      Court pursuant to July 10, 1984 "standing order of referral
      of cases to Bankruptcy judges;

   -- close docket No. 3; and

   -- close the case.

The Court had been notified that both parties request that the
case be heard by the Bankruptcy Court for the S.D.N.Y.

                        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 .


MCCLANDLISH ELECTRIC: Case Summary & Creditors List
---------------------------------------------------
Debtor: McClandlish Electric
        3014 GS Center Road
        Wenatchee, WA 98801

Bankruptcy Case No.: 12-00542

Chapter 11 Petition Date: February 9, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Washington

Debtor's Counsel: Steve Zimmerman, Esq.
                  ZIMMERMAN LAW OFFICES
                  124 N. Wenatchee Avenue, Suite A
                  Tel: (509) 662-9602

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

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

The Company?s list of its 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/waeb12-00542.pdf

The petition was signed by Lorne McCandlish, president.


MEDIA GENERAL: Moody's Reviews 'B3' CFR for Possible Downgrade
--------------------------------------------------------------
Moody's Investors Service placed Media General, Inc.'s B3
Corporate Family Rating (CFR), B3 Probability of Default Rating
(PDR) and B3 senior secured bond rating on review for possible
downgrade in connection with the company's pending negotiations
with its bank group on an amendment to its senior secured credit
facility.

On Review for Possible Downgrade:

   Issuer: Media General, Inc.

   -- Corporate Family Rating, Placed on Review for Possible
      Downgrade, currently B3

   -- Probability of Default Rating, Placed on Review for Possible
      Downgrade, currently B3

   -- Senior Secured Regular Bond/Debenture, Placed on Review for
      Possible Downgrade, currently B3

Outlook Actions:

   Issuer: Media General, Inc.

   -- Outlook, Changed To Rating Under Review From Negative

RATINGS RATIONALE

Moody's will focus the review on the proposed terms of the
amendment, and Media General's liquidity position and projected
free cash flow if an amendment is completed. Media General's
credit facility matures in March 2013 and the company is at risk
of violating the financial maintenance covenants in the facility.
Moody's continues to believe Media General will be able to
complete an amendment. However, the amount of incremental interest
expense, proposed financial maintenance covenant levels, length of
any maturity extension, and potential for a required paydown as
part of the amendment could meaningfully affect the company's
credit profile and will be the focus of the review.

An amendment that provides Media General the ability to generate
meaningful free cash flow and repay debt, as well as significantly
reduce refinancing risk could lead to confirmation of the existing
ratings. An amendment that results in interest expense consuming
most of the company's unlevered cash flow and does not
meaningfully address the March 2013 maturity could lead to a
downgrade.

Media General announced on February 10th that it amended its
credit facility to obtain a temporary waiver (through March 23,
2012) to the requirement that it deliver to lenders within 45 days
of the start of each quarter a projection demonstrating compliance
with the financial maintenance covenants for the remaining term of
the agreement. Moody's believes it would be difficult for Media
General to meet this provision without factoring in actions that
may not be in the best long-term interest of the company. The
temporary waiver and new requirement to provide the bank lenders
13-week cash flow projections every other week beginning February
29, 2012 indicate the bank group is exercising tight oversight.

Please see the ratings tab on Media General's issuer page on
www.Moodys.com for the last credit rating action and the rating
history.

The principal methodology used in rating Media General was the
Global Broadcast Industry Methodology published in June 2008.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Media General, headquartered in Richmond, VA, is a local news,
information and entertainment provider. The company operates 18
television stations, 20 daily newspapers, more than 200 other
publications, and online enterprises primarily in the Southeastern
United States. Media General's revenue averaged approximately $650
million in the years ended December 2010 and 2011.


MERITOR INC: S&P Affirms 'B' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Troy, Mich.-based Meritor Inc. to positive from stable.  The 'B'
corporate credit rating on the company was affirmed.

"At the same time, we revised our recovery rating on the company's
senior secured debt to '1', indicating our expectation of very
high (90% to 100%) recovery for debtholders in the event of a
payment default, from '2' (70% to 90% recovery expectation). We
raised our issue-level rating on the secured debt to 'BB-' (two
notches higher than the 'B' corporate credit rating on the
company) from 'B+' in accordance with our notching criteria for a
'1' recovery rating," S&P said.

"We also revised our recovery rating on Meritor's unsecured debt
to '5', indicating our expectation of modest (10%-30%) recovery
for debtholders in the event of a payment default, from '6' (0% to
10% recovery expectation). We raised the issue-level rating on the
unsecured debt to 'B-' (one notch lower than the 'B' corporate
credit rating) from 'CCC+' in accordance with our notching
criteria for a '5' recovery rating," S&P said.

"The outlook revision reflects our opinion that Meritor's credit
profile could support a higher corporate credit rating," S&P said.

"We expect positive sales growth in 2012, boosted by solid North
American commercial-vehicle and aftermarket demand, despite
expectations of falling production in Europe and Latin America,"
said Standard & Poor's credit analyst Lawrence Orlowski.
"Moreover, the company has been and continues to take actions to
expand margins and lower leverage by improving its commodity cost
recovery mechanisms, rationalizing its European footprint, and
reducing its level of debt."

"We expect commercial-vehicle production in North America to rise
over 10% in 2012, while production is likely to decline about 5%
in Europe and 9% in South America. Additionally, we see the
company's industrial business contributing to positive overall
sales in the year as well, as volumes return to normal in South
America after the impact of Euro 5 emissions change in the first
half of 2012, as off-highway demand picks up in China in the
second half of the year, and as FMTV production significantly
increases in the second half of 2012," S&P said.

"Still, the strength of recovery in commercial-vehicle demand
remains subject to the sustainability of economic recovery in many
markets and we believe sluggish economic news could slow the
rebound in truck orders. Although the average age of the U.S.
Class 8 truck fleet has reached record highs, we believe trucking
companies could allow their fleets to age further in this economic
cycle if the recovery in freight tonnage falters," S&P said.


MGM RESORTS: CityCenter to Sell $240-Mil. of Sr. Secured Notes
--------------------------------------------------------------
MGM Resorts International announced that CityCenter Holdings, LLC,
a joint venture which is 50% owned by a wholly owned subsidiary of
the Company and 50% owned by Infinity World Development Corp., and
CityCenter Finance Corp., propose to offer $240 million in
aggregate principal amount of senior secured first lien notes in a
private placement an issue price of 104.75%.  The notes are
additional notes constituting a part of the same series as the
$900 million aggregate principal amount of 7.625% senior secured
first lien notes due 2016 issued on Jan. 21, 2011.  CityCenter
plans to use the net proceeds from the offering, together with
cash from its balance sheet, to repay $300 million of the
outstanding borrowings under its $375 million senior credit
facility.

The notes proposed to be offered will not be registered under the
Securities Act of 1933, as amended, or any state securities laws
and may not be offered or sold in the United States or to any U.S.
persons absent registration under the Securities Act, or pursuant
to an applicable exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and
applicable state securities laws.  The notes will be offered only
to "qualified institutional buyers" under Rule 144A of the
Securities Act or, outside the United States, to persons other
than "U.S. persons" in compliance with Regulation S under the
Securities Act.

                         About MGM Resorts

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

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

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

                        Bankruptcy Warning

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

                           *     *     *

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

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


MOHEGAN TRIBAL: Exchange Offer Expires Feb. 22
----------------------------------------------
The Mohegan Tribal Gaming Authority, the owner and operator of
Mohegan Sun in Uncasville, Connecticut, and Mohegan Sun at Pocono
Downs in Wilkes-Barre, Pennsylvania, has extended the early tender
period in its private exchange offers and consent solicitations
until 5:00 p.m., New York City time, on Feb. 13, 2012.

As previously announced, the Authority is offering to exchange any
and all of its outstanding notes held by eligible holders for new
notes in a private exchange offer which includes a solicitation of
consents to certain amendments to the old notes and the indentures
governing the old notes.  The early tender date was previously
scheduled for 5:00 p.m., New York City time, on Feb. 10, 2012.

As of the previous early tender date, old notes had been tendered
into the exchange offers in amounts sufficient to satisfy the
minimum tender condition with respect to the old second lien notes
and the old 2014 notes and old 2015 notes, in the aggregate, but
not with respect to the old 2012 notes and old 2013 notes, in the
aggregate.  As of the previous early tender date, approximately
97.0% of the old second lien notes, approximately 81.3% of the old
2012 and old 2013 notes, in the aggregate, and approximately 90.3%
of the old 2014 and old 2015 notes, in the aggregate, had been
tendered into the exchange offers.

The exchange offers are conditioned upon, among other things, the
valid tender (without being withdrawn) of old notes representing
at least (i) 50.1% of the outstanding principal amount of the old
second lien notes, (ii) 90%, in the aggregate, of the outstanding
principal amount of the old 2012 notes and the old 2013 notes, and
(iii) 75%, in the aggregate, of the outstanding principal amount
of the old 2014 notes and the old 2015 notes.  The conditions to
the exchange offers are set forth in the offering memorandum and
consent solicitation statement, dated Jan. 24, 2012, and the
related supplement dated Feb. 3, 2012, for the exchange offers and
consent solicitations.  The conditions to the exchange offers are
for the Authority's benefit and may be asserted or waived by the
Authority at any time and from time to time, in the Authority's
sole discretion.

The exchange offers will expire at 5:00 p.m., New York City time,
on Feb. 22, 2012.

Withdrawal rights for old notes and the related consents tendered
into the exchange offers expired at 5:00 p.m., New York City time,
on Feb. 6, 2012, as scheduled, and there will be no withdrawal
rights for the remainder of the exchange offers.

Holders of old notes accepted in the exchange offers will also
receive a cash payment equal to the accrued and unpaid interest in
respect of such old notes from the most recent interest payment
date to, but not including, the settlement date of the exchange
offers.

               About Mohegan Tribal Gaming Authority

Mohegan Tribal Gaming Authority -- http://www.mtga.com/-- is an
instrumentality of the Mohegan Tribe of Indians of Connecticut, or
the Tribe, a federally-recognized Indian tribe with an
approximately 507-acre reservation situated in Southeastern
Connecticut, adjacent to Uncasville, Connecticut.  The Authority
has been granted the exclusive authority to conduct and regulate
gaming activities on the existing reservation of the Tribe,
including the operation of Mohegan Sun, a gaming and entertainment
complex located on a 185-acre site on the Tribe's reservation.
Through its subsidiary, Downs Racing, L.P., the Authority also
owns and operates Mohegan Sun at Pocono Downs, a gaming and
entertainment facility located on a 400-acre site in Plains
Township, Pennsylvania, and several off-track wagering facilities
located elsewhere in Pennsylvania.

The Authority's balance sheet at Sept. 30, 2011, showed
$2.2 billion in total assets, $2.0 billion in total liabilities
and $198.7 million total capital.

PricewaterhouseCoopers LLP, in Hartford, Connecticut, expressed
substantial doubt about the Authority's ability to continue as a
going concern.  The independent auditors noted that of the
Authority's total debt of $1.6 billion as of Sept. 30, 2011,
$811.1 million matures within the next twelve months, including
$535.0 million outstanding under the Authority's Bank Credit
Facility which matures on March 9, 2012, and the Authority's
$250.0 million 2002 8% Senior Subordinated Notes which mature on
April 1, 2012.  In addition, a substantial amount of the
Authority's other outstanding indebtedness matures over the
following three fiscal years.


MOMENTIVE PERFORMANCE: Steven Delarge and Michael Modak Resign
--------------------------------------------------------------
Momentive Performance Materials Inc. announced that Craig
Morrison, its President and Chief Executive Officer, has assumed
the additional position of President of the Company's Silicones
and Quartz Division on an interim basis, and that Steven Delarge,
its Executive Vice President and current President of the
Silicones and Quartz Division, has stepped down from his position.
In addition, the Company announced that Michael Modak, its Chief
Commercial Officer, will be stepping down from his position.  Mr.
Modak's responsibilities will be assumed by other members of the
executive team on an interim basis.  The Company is currently
negotiating separation agreements with Mr. Delarge and Mr. Modak.

                    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.


MORGANS HOTEL: BlackRock Ceases to Hold 5% Equity Stake
-------------------------------------------------------
BlackRock, Inc., disclosed in an amended Schedule 13G filing with
the U.S. Securities and Exchange Commission that, as of Jan. 31,
2012, it beneficially owns 949,004 shares of common stock of
Morgans Hotel Group Co. representing 3.09% of the shares
outstanding.  As previously reported by the TCR on Feb. 14, 2012,
BlackRock disclosed beneficial ownership of 2,362,964 shares.  A
full-text copy of the amended filing is available for free at:

                        http://is.gd/OxYaf6

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company's balance sheet at Sept. 30, 2010, showed
$759.10 million in total assets, $801.22 million in total
liabilities, and a stockholders' deficit of $42.12 million.


MPG OFFICE: Goldman Sachs Preferred Shares Ownership Down to 1%
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, The Goldman Sachs Group, Inc., and Goldman,
Sachs, & Co., disclosed that, as of Dec. 31, 2011, they
beneficially own 110,369 shares of 7.625% Series A Cumulative
Redeemable Preferred Stock, $0.01 par value, of MPG Office Trust,
Inc., representing 1.1% of the shares outstanding.  As previously
reported by the TCR on Feb. 22, 2011, Goldman Sachs disclosed
beneficial ownership of 903,600 preferred shares.  A full-text
copy of the amended filing is available at http://is.gd/QDBImi

                      About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.

The Company reported a net loss of $197.94 million on
$406.89 million of total revenue for the year ended Dec. 31 2010,
compared with a net loss of $869.72 million on $423.84 million of
total revenue during the prior year.

The Company also reported net income of $129.05 million on $249.64
million of total revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $45.79 million on $258.53 million of
total revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $2.30
billion in total assets, $3.20 billion in total liabilities and a
$903.10 million total deficit.


MPG OFFICE: BlackRock Discloses 5.8% Equity Stake
-------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that, as of
Dec. 30, 2011, it beneficially owns 2,990,764 shares of common
stock of MPG Office Trust Inc. representing 5.86% of the shares
outstanding.  As previously reported by the TCR on Feb. 15, 2011,
BlackRock disclosed beneficial ownership of 3,154,839 shares.  A
full-text copy of the amended filing is available for free at:

                        http://is.gd/SoAXzL

                       About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.

The Company reported a net loss of $197.94 million on
$406.89 million of total revenue for the year ended Dec. 31 2010,
compared with a net loss of $869.72 million on $423.84 million of
total revenue during the prior year.

The Company also reported net income of $129.05 million on $249.64
million of total revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $45.79 million on $258.53 million of
total revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $2.30
billion in total assets, $3.20 billion in total liabilities and a
$903.10 million total deficit.


NATIONAL TOOL: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: National Tool Warehouse, LLC
        14045 Ballantyne Corporate Place, Suite 100
        Charlotte, NC 28277

Bankruptcy Case No.: 12-10480

Chapter 11 Petition Date: February 12, 2012

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: Christopher A. Ward, Esq.
                  POLSINELLI SHUGHART PC
                  222 Delaware Avenue, Suite 1101
                  Wilmington, DE 19801
                  Tel: (302) 252-0920
                  Fax: (302) 252-0921
                  E-mail: cward@polsinelli.com

Estimated Assets: $0 to $50,000

Estimated Debts: $0 to $50,000

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Barry Kasoff, CEO and CRO.


NEVADA CANCER: Will Seek Approval of Plan on April 23
-----------------------------------------------------
Nevada Cancer Institute has won approval of its pre-negotiated
reorganization plan's disclosure statement.

On Feb. 8, 2012, the U.S. Bankruptcy Court for the District of
Nevada entered an order approving the Disclosure Statement
describing the Amended Chapter 11 Plan of Reorganization for
Nevada Cancer Institute, dated Jan. 31, 2012.

The deadline by which ballots to accept or reject the Plan must be
received by the Ballot Tabulator will be March 9, 2012, at 5:00
p.m.  Debtor will file the Plan Ballot Summary within five
business days of the Ballot Deadline.

The hearing on confirmation of the Plan will commence on April 23,
2012, at 1:30 p.m., and may be continued from time to time by
announcement in Court, without further notice.

Any party objecting to confirmation of the Plan, including any
objection to the assumption of an executory contract or unexpired
lease thereunder (including with respect to any cure amount) must
file and serve its objection and evidence in support thereof no
later than April 9, 2012.

Any reply memorandum in support of confirmation of the Plan or in
response to an objection to confirmation of the Plan, and any
evidence in support thereof, will be filed and served on the
Notice Parties and any objecting parties no later than April 18,
2012.

The Plan represents the culmination of the Debtor's restructuring
effort.  After commencing this case, the Debtor 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.

After emerging from Chapter 11, the Reorganized Debtor will use
charitable donations to meet the Philanthropic Commitment to UCSD,
and to meet the Reorganized Debtor's annual carrying costs,
including maintenance of its real property, the required payments
to the Lenders under the Research Building Note, and compensation
of an employee to assist the Reorganized Debtor with fundraising
and administrative needs.  The Debtor expects to have obtained a
fundraising commitment prior to the Effective Date that will
provide at least one year of funding for the Reorganized Debtor.

The Plan also provides for the creation of the Creditor Trust for
the benefit of holders of Allowed General Unsecured Claims (other
than the Lenders).  The Creditor Trust will be vested on the
Effective Date with the Preserved Avoidance Actions, the Preserved
Actions, and other potential Claims or causes of action.  The
Creditor Trust also will receive the Unsecured Creditor Cash, if
any.

The holders of Allowed General Unsecured Claims will share pro-
rata in the Net Trust Assets, i.e., any Unsecured Creditor Cash,
any cash realized from the Claims, rights and causes of action
vested in the Creditor Trust, less the costs of realizing those
recoveries, objecting to General Unsecured Claims, and
administering the Trust.

Pursuant to the Plan terms, with respect to the Class 1 Lender
Secured Claims, the remaining cash proceeds of the UCSD Sale, if
any, will be remitted to the Agent under the Prepetition Credit
Agreement on the Effective Date, to reduce the debt under the
Prepetition Credit Agreement.

On the Effective Date, the Reorganized Debtor will issue to the
Agent, for the benefit of the Agent and Lenders, the Research
Building Note in the amount of $13 million.  The Research Building
Note will provide for annual principal amortization payments and
will be payable in full on the earlier of (x) the fifth
anniversary of the Effective Date, (y) a default under the note,
or (z) a sale of the Research Building or Vacant Land.  The
Research Building Note will be non-interest bearing and will be
subject to prepayment at any time without penalty.

Notwithstanding any of the foregoing, if the Research Building and
the Vacant Land are sold for an aggregate amount in excess of
$13 million, whether during the term of the Research Building Note
or at any time within one year after repayment thereof, the
Reorganized Debtor will pay 80% of the Excess Consideration to the
Agent for the benefit of the Agent and Lenders.

A copy of the Amended Chapter 11 Plan of Reorganization and the
proposed Disclosure Statement describing the Amended Chapter 11
Plan is available for free at:

         http://bankrupt.com/misc/nevadacancer.doc319.pdf

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 BUILDING: Files for Chapter 11 in Portland, Maine
-------------------------------------------------------------
New England Building Materials, LLC, filed a bare-bones Chapter 11
petition (Bankr. D. Maine Case No. 12-20109) in Portland, Maine,
on Feb. 14, 2012.

New England has filed a motion to use cash collateral and pay
prepetition claims of its employees.  A hearing on the request is
scheduled for Feb. 16.

New England estimated $10 million to $50 million in assets.

Lumbermens Merchandising Corp. is the largest unsecured creditor
creditor with a $279,325 claim, which is subject to set-off.


NEW STREAM: Hedge-Fund Manager Overhauls Chapter 11 Plan
--------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that New Stream Secured
Capital Inc. filed a revamped Chapter 11 plan months after
grumbling creditors derailed the hedge-fund manager's original
plan.

                   Plan Exclusivity Sought

As reported in the Troubled Company Reporter on Feb. 15, 2012, 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.


NEW TOWN: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------
Debtor: New Town Corp.
        711 South Columbus Avenue
        Mt. Vernon, NY 10550

Bankruptcy Case No.: 12-22305

Chapter 11 Petition Date: February 9, 2012

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

Judge: Robert D. Drain

Debtor's Counsel: Marc A. Pergament, Esq.
                  WEINBERG, GROSS & PERGAMENT, LLP
                  400 Garden City Plaza, Suite 403
                  Garden City, NY 11530
                  Tel: (516) 877-2424
                  Fax: (516) 877-2460
                  E-mail: mpergament@wgplaw.com

Estimated Assets: Not Stated

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

The Company?s list of its eight largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nysb12-22305.pdf

The petition was signed by Kenneth LaSala, Jr., president.


NEWPAGE CORP: Seeks to Reduce Cash-Flow Requirement in Loan
-----------------------------------------------------------
NewPage Corporation said it is seeking to amend its Amended and
Restated Superpriority Debtor-In-Possession Credit and Guaranty
Agreement dated as of Sept. 23, 2011.  Among other things, NewPage
is seeking to reduce the Minimum Consolidated Adjusted EBITDA
covenant and in conjunction would increase the Notes Payment
Reserve. In addition, NewPage intends to obtain the flexibility
for cash collateralized letters of credit to mature beyond the
term of the DIP Credit Facility.  Obtaining these amendments
requires consent of a certain portion of the Lenders and some of
the amendments may require the approval of the United States
Bankruptcy Court for the District of Delaware. There are no
assurances that NewPage will be successful in its negotiations
with the Lenders or in obtaining court approval.

                        About NewPage Corp.

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  The company's product
portfolio is the broadest in North America and includes coated
freesheet, coated groundwood, supercalendered, newsprint and
specialty papers.  These papers are used for corporate collateral,
commercial printing, magazines, catalogs, books, coupons, inserts,
newspapers, packaging applications and direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of roughly 4.1 million tons of
paper, including roughly 2.9 million tons of coated paper, roughly
1.0 million tons of uncoated paper and roughly 200,000 tons of
specialty paper.

NewPage, along with affiliates, filed Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-12804) on Sept. 7,
2011.  Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and
Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York, serve
as counsel.  Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware, serves as co-counsel.  Lazard
Freres & Co. LLC is the investment banker, and FTI Consulting Inc.
is the financial advisor.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  In its balance sheet, the Debtors
disclosed $3.4 billion in assets and $4.2 billion in total
liabilities as of June 30, 2011.

At an organizational meeting of creditors held on Sept. 21, 2011,
the Committee selected Paul Hastings LLP as its bankruptcy
counsel and Young Conaway Stargatt & Taylor, LLP to act as its
Delaware and conflicts counsel.

NewPage prevailed over most objections from the official
creditors' committee and won agreement from the bankruptcy judge
on final approval of $600 million in secured financing.

Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan for NewPage.


NEXSTAR BROADCASTING: Amalgamated Does Not Own Class A Shares
-------------------------------------------------------------
Amalgamated Gadget, L.P., disclosed in an amended Schedule 13G
filing with the U.S. Securities and Exchange Commission that, as
of Dec. 31, 2011, it does not beneficially own any shares of Class
A common stock of Nexstar Broadcasting Group, Inc.  As previously
reported by the TCR on March 15, 2010, Amalgamated disclosed
beneficial ownership of 1,174,524 of Class A shares.  A full-text
copy of the amended filing is available at http://is.gd/eM1SPm

                  About Nexstar Broadcasting Group

Irving, Texas-based Nexstar Broadcasting Group Inc. currently
owns, operates, programs or provides sales and other services to
62 television stations in 34 markets in the states of Illinois,
Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania,
Louisiana, Arkansas, Alabama, New York, Rhode Island, Utah and
Florida.  Nexstar's television station group includes affiliates
of NBC, CBS, ABC, FOX, MyNetworkTV and The CW and reaches
approximately 13 million viewers or approximately 11.5% of all
U.S. television households.

The Company reported a net loss of $1.81 million on $313.35
million of net revenue for the year ended Dec. 31, 2010,
compared with a net loss of $12.61 million on $251.97 million of
net revenue during the prior year.

The Company reported a net loss of $15.15 million on $220.28
million of net revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $16.08 million on $216.29
million of net revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$582.67 million in total assets, $769.64 million in total
liabilities and a $186.96 million total stockholders' deficit.

                          *     *     *

As reported by the Troubled Company Reporter on Aug. 30, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Nexstar Broadcasting Group to 'B' from 'B-'.  The rating
outlook is stable.

"The 'B' corporate credit rating reflects S&P's expectation that
Nexstar's core ad revenue will continue growing modestly in 2010
and 2011," said Standard & Poor's credit analyst Deborah Kinzer.
The EBITDA growth resulting from the rebound in core advertising,
combined with political ad revenue from the 2010 midterm
elections, should, in S&P's view, enable Nexstar to reduce its
leverage significantly by the end of the year.


NPS PHARMACEUTICALS: BlackRock Discloses 5.8% Equity Stake
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that, as of
Dec. 30, 2011, it beneficially owns 4,987,566 shares of common
stock of NPS Pharmaceuticals Inc. representing 5.79% of the shares
outstanding.  As previously reported by the TCR on Feb. 15, 2011,
BlackRock disclosed beneficial ownership of 4,993,136 common
shares.  A full-text copy of the amended filing is available for
free at http://is.gd/gRiVxr

                     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.


OHIO VALLEY: Moody's Affirms 'Ba2' Long-term Bond Rating
--------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 long-term bond
rating assigned to Ohio Valley General Hospital's (PA) $26.0
million of outstanding bonds issued by the Allegheny County
Hospital Development Authority, PA. The outlook is negative.

RATING RATIONALE

The Ba2 rating reflects Ohio Valley's continued operating losses
and volume declines during FY 2011. The rating is also supported
by the hospital's small size in a competitive market, dependence
on a limited number of physicians for admissions, high debt load
and risks related to the hospital's asset allocation. The
hospital's strengths include a strong liquidity position, improved
operating performance and conservative debt structure. The
negative outlook reflects the challenges of continuing to reduce
large operating losses, which is necessary to reach a performance
level to cover debt service and reduce reliance on investment
returns.

STRENGTHS

*Strong liquidity position with 248 days of cash on hand at
December 31, 2011, providing a good cushion of 122% cash-to-debt

*Improved operating performance, with operating cash flow margin
at 3.0% in FY 2011, up from -2.0% in FY 2010; while operating
margin was -7.8% (well below the Ba median of -0.9%), it was an
improvement from -12.9% in the previous year; further operating
improvement is evident in 6-month FY 2012 interims

* Limited debt structure risks, with mostly fixed rate debt

CHALLENGES

*Admissions decline of 7.3% in FY 2011 as the hospital continued
to manage the departure of several key physicians

*Increasing dependency on a few key physicians for admissions with
54% of admissions coming from top ten physicians in FY 2011

*Small size hospital with less than $70 million operating revenue
and less than 5,000 admissions

*Relatively high debt load compared to the hospital's size and
operating cash flow; low maximum annual debt service coverage at
1.45 times in FY 2011

*Competitive market and concentrated payer mix with Medicare and
Highmark accounting for close to 80% of gross revenue

*High investment allocation to equities (70.7%), which is a risk
given high dependency on investment returns for cash flow

Outlook

The negative outlook reflects the challenges of continuing to
reduce large operating losses, which is necessary to reach a
performance level to cover debt service and reduce reliance on
investment returns.

WHAT COULD MAKE THE RATING GO UP

With a negative outlook, a rating upgrade is not likely in the
short-term period; over the longer-term, an upgrade would be
considered as a result of significant and sustained operating
improvement and at least volume stability

WHAT COULD MAKE THE RATING GO DOWN

Continuation of operating losses at current levels with no further
improvement, volume declines; decline in cash levels; an increase
in either direct debt or indirect debt

The principal methodology used in this rating was Not-for-Profit
Hospitals and Health Systems published in January 2008. Please see
the Credit Policy page on www.moodys.com for a copy of this
methodology.


OSCAR SOTO COLON: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Oscar A. Soto Colon
               Milagros Bigay Silva
               Calle Tivoli C8
               Paseos La Fuente
               San Juan, PR 00926

Bankruptcy Case No.: 12-00973

Chapter 11 Petition Date: February 10, 2012

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtors? Counsel: Wanda I. Luna Martinez, Esq.
                  LUNA LAW OFFICES
                  PMB 389
                  P.O. Box 194000
                  San Juan, PR 00919-4000
                  Tel: (787) 998-2356
                  Fax: (787) 200-8837
                  E-mail: quiebra@gmail.com

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

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

The Company?s list of its 15 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/prb12-00973.pdf

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Mayaguez Pueblo Taco Maker            11-10711                  --
Plaza Caribe Taco Maker               11-10712                  --
Mayaguez Taco Maker Corp              11-10710                  --
Ponce Taco Maker Corp                 11-10713                  --


PAPER COMPANY: Moody's Says Ratings Unaffected by Planned Sale
--------------------------------------------------------------
Moody's Investors Service commented that International Paper
Company's (IP) requirement to sell three containerboard mills
under an antitrust agreement with the US Department of Justice to
allow the company to complete the purchase of Temple-Inland Inc
(TIN) will not affect IP's Baa3 senior unsecured rating. Even with
this decree, IP still expects to be able to realize the $300
million of targeted synergies within 2 years. Other factors
supporting IP's current Baa3 rating include the strong cash flow
that the combined operations are expected to generate from their
low cost and highly integrated asset base, the modest amount of
debt that IP plans to use to fund the acquisition and IP's track
record in deleveraging quickly after making an acquisition.

Moody's current ratings for International Paper and affliates are:

International Paper

Senior Unsecured (domestic currency) Rating of Baa3

Senior Unsecured MTN (domestic currency) Rating of (P)Baa3

Senior Unsec. Shelf (domestic currency) Rating of (P)Baa3

BACKED LT IRB/PC (domestic currency) Rating of Baa3

Champion International Corporation

BACKED Senior Unsecured (domestic currency) Rating of Baa3

Federal Paper Board Co., Inc.

Senior Unsecured (domestic currency) Rating of Baa3

Union Camp Corporation

Senior Unsecured (domestic currency) Rating of Baa3

Senior Unsecured MTN (domestic currency) Rating of (P)Baa3

International Paper Capital Trust II

BACKED Preferred Stock (domestic currency) Rating of Ba1

International Paper Capital Trust III

BACKED Preferred Stock (domestic currency) Rating of Ba1

BACKED Preferred Shelf (domestic currency) Rating of (P)Ba1

International Paper Capital Trust IV

BACKED Preferred Shelf (domestic currency) Rating of (P)Ba2

International Paper Capital Trust VI

BACKED Preferred Shelf (domestic currency) Rating of (P)Ba2

RATINGS RATIONALE

IP's Baa3 senior unsecured rating reflects the company's
significant scale and leading market positions, growing geographic
diversification, vertically integrated relatively low cost asset
base, and very good liquidity profile. IP is one of the largest
paper companies in the world with a leading position in paper
packaging and uncoated paper. Its well integrated operations make
it a low cost producer capable of withstanding pricing and cost
volatility. The rating derives support from IP's commitment to
debt reduction and a balanced debt maturity profile. IP's ratings
are constrained by the cyclicality of the paper and packaging
industry and the pressures from high fiber, energy, and chemical
costs. IP is also impacted by the secular decline in paper use due
to the continual migration towards electronic forms of
communication as well as reduced packaging driven by environmental
concerns.

The stable outlook reflects Moody's expectation that IP will be
able to restore its adjusted leverage and interest coverage
metrics to a level consistent with the company's current rating
over the next 18 months or so. Upward rating pressure may result
should Moody's assessment of RCF/Debt approach 25% and (RCF-
Capex)/Debt approach 16%, most likely resulting from improved
industry demand and a continuation of the company's operating
efficiency and fiscal discipline. A downgrade might be associated
with deterioration in market demand. Should Moody's expectations
of normalized RCF/Debt decline towards 15% and (RCF-Capex)/Debt
towards 8%, it is likely that a downgrade would be considered.

The principal methodology used in this rating was the Moody's
Global Paper and Forest Products Industry Rating Methodology,
published in September 2009.

Headquartered in Memphis, Tennessee, IP is the largest global
producer of packaging products and uncoated freesheet paper.
Proforma for the February 2012 acquisition of Temple-Inland, IP
has annual revenues of about $30 billion.


PFF BANCORP: Files Liquidating Plan; Disclosures Hearing March 8
----------------------------------------------------------------
PFF Bancorp Inc. filed a proposed Chapter 11 plan of liquidation
on Feb. 8 and will seek approval of the explanatory disclosure
statement on March 8.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes
that the plan is based in part on a settlement with the Federal
Deposit Insurance Corp. where PFF will retain $18.6 million in tax
refunds.  Pension Benefit Guaranty Corp. will recover 45 percent
on its claims while general unsecured creditors might see 11
percent, according to the disclosure statement explaining the
plan. Holders of trust-preferred securities are in for a payday
worth less than 1 percent.

                      About PFF Bancorp

PFF Bancorp Inc. -- http://www.pffbank.com/-- was a non-
diversified unitary savings and loan holding company within the
meaning of the Home Owners' Loan Act with headquarters formerly
located in Rancho Cucamonga, California.  Bancorp is the direct
parent of each of the remaining Debtors.

Prior to filing for bankruptcy, Bancorp was also the direct parent
of PFF Bank & Trust, a federally chartered savings institution,
and said bank's subsidiaries.  PFF Bank & Trust was taken over by
regulators in November 2008, with the deposits transferred by the
Federal Deposit Insurance Corp. to U.S. Bank NA.

PFF Bancorp Inc. and its affiliates sought Chapter 11 protection
on Dec. 5, 2008 (Bankr. D. Del. Case No. 08-13127 to
08-13131).  Chun I. Jang, Esq., and Paul N. Heath, Esq., at
Richards, Layton & Finger, P.A., serve as the Debtors' bankruptcy
counsel.  Kurtzman Carson Consultants LLC serves as the Debtors'
claims agent.  Jason W. Salib, Esq., at Blank Rome LLP, represents
the official committee of unsecured creditors as counsel.


PHOENIX-GREENVILLE'S: Case Summary & 20 Largest Unsec Creditors
---------------------------------------------------------------
Debtor: Phoenix-Greenville's Inn, LP
        P.O. Box 5064
        Greenville, SC 29606

Bankruptcy Case No.: 12-00875

Chapter 11 Petition Date: February 13, 2012

Court: United States Bankruptcy Court
       District of South Carolina (Spartanburg)

Judge: Helen E. Burris

Debtor's Counsel: Robert A. Pohl, Esq.
                  STODGHILL LAW FIRM CHARTERED
                  201 East McBee Avenue, Suite 300A
                  Greenville, SC 29601
                  Tel: (864) 271-0966
                  Fax: (864) 770-6167
                  E-mail: rpohl@stodghill-law.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 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/scb12-00875.pdf

The petition was signed by Stephen T. Moore, president of The
Phoenix Inn, Inc., general partner.


POTOMAC SUPPLY: Sec. 341(a) Creditors' Meeting Set for Feb. 23
--------------------------------------------------------------
W. Clarkson McDow, Jr., the United States Trustee for Region 4,
will hold a first meeting of creditors pursuant to 11 U.S.C. Sec.
341(a) in the Chapter 11 case of Potomac Supply Corporation, on
Feb. 23, 2012, at 2:00 p.m., at the Office of the U.S. Trustee,
701 East Broad Street, Suite 4300, in Richmond, Virginia.

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

                    About Potomac Supply Corp.

Kinsale, Virginia-based building-supply manufacturer Potomac
Supply Corporation filed for Chapter 11 bankruptcy (Bankr. E.D.
Va. Case No. 12-30347) on Jan. 20, 2012, estimating assets and
debts of $10 million to $50 million.  Potomac in mid-January
announced it was suspending manufacturing operations in Kinsale
after its lender refused to provide financing without additional
investment.  Judge Douglas O. Tice, Jr. presides over the case.
Patrick J. Potter, Esq. and Jerry Lane Hall, Esq., at Pillsbury
Winthrop Shaw Pittman LLP, in Washington, D.C., serve as the
Debtor's bankruptcy counsel.  The petition was signed by William
T. Carden, Jr., chief executive officer.


POTOMAC SUPPLY: U.S. Trustee Appoints 5-Member Creditors Panel
--------------------------------------------------------------
W. Clarkson McDow, Jr., United States Trustee for Region 4,
pursuant to 11 U.S.C. Section 1102, appointed five unsecured
creditors to serve on the Committee of Unsecured Creditors of
Potomac Supply Corporation:

       1. Osmose, Inc.
          Attn: Paul A. Goydan
          1016 Everee Inn Road
          Griffin, GA 30224
          Tel: (678) 642-7106
          Fax: 770-229-5225
          E-mail: pgoydan@osmose.com

       2. Marquette Transportation Finance, Inc.
          Attn: Paul Swanson
          1600 West 82nd St., Suite 250
          Bloomington, MN 55431
          Tel: (952) 703-7498
          Fax: (952) 703-7460
          E-mail: paul.swanson@marquette.com

       3. Flippo Lumber Corporation
          Attn: T. Nelson Flippo
          P.O. Box 38
          Doswell, VA 23047
          Tel: (804) 876-3311
          Fax: 804-876-3834
          E- mail: nelson@flippolumber.com

       4. West Fraser, Inc.
          Attn: Roger Peterson
          1250 Brownmiller Rd.
          Quesnel, B.C. Canada V2J6PS
          Tel: (250) 992-0851
          Fax: (250) 991-5432
          E-mail: Roger-Peterson@westfraser.com

       5. Chester Wood Products
          Attn: Richard Stipanovic
          1445 Lancaster Hwy
          P.O. Box 110
          Chester, SC 29706
          Tel: (803) 581-7165 ext. 208
          Fax: (803) 377-4250
          E-mail: rstipan@chwpllc.com

                    About Potomac Supply Corp.

Kinsale, Virginia-based building-supply manufacturer Potomac
Supply Corporation filed for Chapter 11 bankruptcy (Bankr. E.D.
Va. Case No. 12-30347) on Jan. 20, 2012, estimating assets and
debts of $10 million to $50 million.  Potomac in mid-January
announced it was suspending manufacturing operations in Kinsale
after its lender refused to provide financing without additional
investment.  Judge Douglas O. Tice, Jr. presides over the case.
Patrick J. Potter, Esq. and Jerry Lane Hall, Esq., at Pillsbury
Winthrop Shaw Pittman LLP, in Washington, D.C., serve as the
Debtor's bankruptcy counsel.  The petition was signed by William
T. Carden, Jr., chief executive officer.


POTOMAC SUPPLY: Taps Pillsbury Winthrop as Counsel
--------------------------------------------------
Potomac Supply Corporation asks the U.S. Bankruptcy Court for the
Eastern District of Virginia for permission to employ Pillsbury
Winthrop Shaw Pittman LLP as Debtor's bankruptcy counsel,
effective as of Jan. 18, 2012.

As bankruptcy counsel, Pillsbury Winthrop will:

   a. advise Potomac of its rights, powers and duties as debtor
      and debtor-in-possession;

   b. assist Potomac in preparing the schedules and statements of
      financial affairs;

   c. assist Potomac formulate a business plan and resolve its
      Chapter 11 case with Potomac's various creditor
      constituencies;

   d. negotiate and obtain any financing Potomac may require
      during its Chapter 11 case or in connection with its Chapter
      11 plan;


   e. assist Potomac preserve and sell assets;

   f. assist Potomac in obtaining the use of cash collateral;

   g. render any requested pension, tax, or labor advice that may
      be required to effectuate or maximize the efficiency of
      Potomac's Chapter 11 case;

   h. prepare, file, and prosecute a plan of reorganization and
      disclosure statement;

   i) prepare on behalf of Potomac all necessary and appropriate
      applications, motions, pleadings, proposed orders, notices,
      and other documents, and review all financial and other
      reports to be filed by Potomac in its Chapter 11 case;

   j) represent Potomac in proceedings and hearings in the Court;
      and

   k) perform all other legal services for and on behalf of
      Potomac that may be necessary or appropriate in the
      administration of Potomac's Chapter 11 case.

Subject to court approval in accordance with Section 330(a) of the
Bankruptcy Code, compensation will be payable to Pillsbury on an
hourly basis, plus reimbursement of actual, necessary expenses
incurred in connection with Potomac's chapter 11 case.  The
attorneys presently designated to have primary responsibility in
representing Potomac, and their standard hourly rates, are:

     Patrick J. Potter      Partner              $675
     Jerry Hall             Senior Associate     $530
     Dania Slim             Associate            $440

To the best of Potomac's knowledge, neither Pillsbury nor any of
its attorneys or employees: (i) is a creditor, an equity security
holder or an insider of Potomac; (ii) is or was, within two years
before the Petition Date, a director, officer, or employee of
Potomac; or (iii) has an interest materially adverse to the
interest of the estate or of any class of creditors or equity
security holders, by reason of any direct or indirect relationship
in connection with, or interest in, Potomac, or for any other
reason.   Accordingly, Pillsbury is a "disinterested person"
within the meaning of Sections 101(14) and 327 of the Bankruptcy
Code.

                    About Potomac Supply Corp.

Kinsale, Virginia-based building-supply manufacturer Potomac
Supply Corporation filed for Chapter 11 bankruptcy (Bankr. E.D.
Va. Case No. 12-30347) on Jan. 20, 2012, estimating assets and
debts of $10 million to $50 million.  Potomac in mid-January
announced it was suspending manufacturing operations in Kinsale
after its lender refused to provide financing without additional
investment.  Judge Douglas O. Tice, Jr. presides over the case.
Patrick J. Potter, Esq. -- patrick.potter@pillsburylaw.com and
Jerry Lane Hall, Esq. -- jerry.hall@pillsburylaw.com at Pillsbury
Winthrop Shaw Pittman LLP, in Washington, D.C., serve as the
Debtor's bankruptcy counsel.  The petition was signed by William
T. Carden, Jr., chief executive officer.


POTOMAC SUPPLY: Regions May File Confidential Statement Under Seal
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District Virginia has
granted the request of Regions Bank to file a confidential
statement with respect to collateral "under seal."  Counsel for
Debtor Potomac Supply Corporation did not object to the entry of
the Order.  The confidential statement will be held under seal
until the earlier of (a) a further order of the Court directing
the disposition or disclosure of the Confidential Statement, or
(b) 30 days after the Court's disposition of the Debtor's
emergency motion to use of cash collateral, at which time the
Confidential Statement will be returned to Regions for
destruction.

The order will not prohibit the Debtor or Regions Bank from
providing the Confidential Statement, or the information contained
therein, to any official committee of unsecured creditors in the
Debtor's case.

As reported in the TCR on Feb. 13, 2012, Potomac Supply's owners
were expected to appear before Judge Douglas Tice on Feb. 8, 2012,
to discuss the use of cash collateral as the Kinsale-based company
attempts to reorganize and emerge from Chapter 11 bankruptcy.

Judge Douglas Tice will also consider a request from Regions Bank
to file a confidential statement "under seal."

On Jan. 27, 2012, Judge Tice allowed Potomac Supply the use of
cash collateral on an interim basis.  Potomac Supply planned to
use this collateral to aid in its bankruptcy dealings.  The
interim order required a final hearing on the matter set for
Feb. 8, 2012.

Prior to the judge's interim order, lawyers for Regions Bank filed
an objection to the request, maintaining that Potomac Supply does
not have the assets to provide for a 20% "equity cushion" that
most bankruptcy courts require a company to have to insure
creditors will receive some compensation.

Regions Bank maintains it warned Potomac in June 2011 that it
would need to find a replacement lender, and gave the company six
months to find a new lender or "develop a wind-down strategy."
The bank maintains that a reorganization "is not mathematically
possible" because Potomac doesn't have enough "non-core assets" to
pay its creditors and then reorganize around its "core" assets.

Following the bank's objection to Potomac's use of cash
collateral, the bank's lawyers also filed a motion requesting to
file a statement regarding Potomac Supply's collateral "under
seal."

                    About Potomac Supply Corp.

Kinsale, Virginia-based building-supply manufacturer Potomac
Supply Corporation filed for Chapter 11 bankruptcy (Bankr. E.D.
Va. Case No. 12-30347) on Jan. 20, 2012, estimating assets and
debts of $10 million to $50 million.  Potomac in mid-January
announced it was suspending manufacturing operations in Kinsale
after its lender refused to provide financing without additional
investment.  Judge Douglas O. Tice, Jr. presides over the case.
Patrick J. Potter, Esq. -- patrick.potter@pillsburylaw.com and
Jerry Lane Hall, Esq. -- jerry.hall@pillsburylaw.com at Pillsbury
Winthrop Shaw Pittman LLP, in Washington, D.C., serve as the
Debtor's bankruptcy counsel.  The petition was signed by William
T. Carden, Jr., chief executive officer.


QIMONDA AG: Administrator Seeking EUR1.71 Billion From Infineon
---------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that German
semiconductor maker Infineon Technologies AG said Tuesday it will
fight claims for at least EUR1.71 billion plus interest being
sought by the insolvency administrator of Qimonda AG, its former
memory chip unit.

                        About Qimonda AG

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- was a global
memory supplier with a diversified DRAM product portfolio.  The
Company generated net sales of EUR1.79 billion in financial year
2008 and had -- prior to its announcement of a repositioning of
its business -- roughly 12,200 employees worldwide, of which 1,400
were in Munich, 3,200 in Dresden and 2,800 in Richmond, Va.

Qimonda AG commenced insolvency proceedings in a local court in
Munich, Germany, on Jan. 23, 2009.  On June 15, 2009, QAG filed
a petition (Bankr. E.D. Va. Case No. 09-14766) for relief under
Chapter 15 of the U.S. Bankruptcy Code.

Qimonda North America Corp., an indirect and wholly owned
subsidiary of QAG, is the North American sales and marketing
subsidiary of QAG.  QNA is also the parent company of Qimonda
Richmond LLC.  QNA and QR sought Chapter 11 protection (Bankr.
D. Del. Case No. 09-10589) on Feb. 20, 2009.  Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Lee E. Kaufman, Esq., at
Richards Layton & Finger PA, in Wilmington Delaware; and Mark
Thompson, Esq., Morris J. Massel, Esq., and Terry Sanders, Esq.,
at Simpson Thacher & Bartlett LLP, in New York City, represented
the Debtors as counsel.  Roberta A. DeAngelis, the United States
Trustee for Region 3, appointed seven creditors to serve on an
official committee of unsecured creditors.  Jones Day and Ashby &
Geddes represented the Committee.  In its bankruptcy petition,
Qimonda Richmond, LLC, estimated more than US$1 billion in assets
and debts.  The information, the Chapter 11 Debtors said, was
based on QR's financial records which are maintained on a
consolidated basis with QNA.

In September 2011, the Chapter 11 Debtors won confirmation of
their Chapter 11 liquidation plan which projects that unsecured
creditors with claims between $33 million and $35 million would
have a recovery between 6.1% and 11.1%.  No secured claims of
significance remained.


QUALITY CONCRETE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Quality Concrete Corp.
        P.O. Box 8
        Tiverton, RI 02878

Bankruptcy Case No.: 12-10421

Chapter 11 Petition Date: February 13, 2012

Court: United States Bankruptcy Court
       District of Rhode Island (Providence)

Judge: Arthur N. Votolato

Debtor's Counsel: Brian Mereness, Esq.
                  P.O. Box 8
                  Tiverton, RI 02878
                  Tel: 368-6989

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 Scott Douglas, president.


REGAL ENTERTAINMENT: Reports $4-Mil. Net Income in Dec. 29 Qtr.
---------------------------------------------------------------
Regal Entertainment Group reported net income of $4 million on
$613.90 million of total revenues for the quarter ended Dec. 29,
2011, compared with net income of $13.60 million $661 million of
total revenues for the quarter ended Dec. 30, 2010.

The Company reported net income of $40.10 million on $2.68 billion
of total revenues for the four quarters ended Dec. 29, 2011,
compared with net income of $77.30 million on $2.80 billion of
total revenues for the four quarters ended Dec. 30, 2010.

"We are pleased with our 2011 accomplishments including the
completion of our 3D projector deployment, the launch of Open Road
Films, the strengthening of our balance sheet and most notably,
the 40 basis point improvement in our Adjusted EBITDA margin
driven by our ability to control variable costs in a challenging
box office environment," stated Amy Miles, CEO of Regal
Entertainment Group.  "We are also encouraged by the early 2012
box office results and the line-up of films slated for the
upcoming summer season," continued Miles.

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

                        http://is.gd/NSvzze

                   About Regal Entertainment Group

Based in Knoxville, Tennessee, Regal Entertainment Group (NYSE:
RGC) -- http://www.REGmovies.com/-- is the largest motion picture
exhibitor in the world.  Regal's theatre circuit, comprising Regal
Cinemas, United Artists Theatres and Edwards Theatres, operates
6,739 screens in 545 locations in 38 states and the District of
Columbia.  Regal operates theatres in 43 of the top 50 U.S.
designated market areas.

The Company's balance sheet at Sept. 29, 2011, showed $2.26
billion in total assets, $2.81 billion in total liabilities and a
$555.70 million total deficit.

                           *     *     *

Regal Entertainment carries 'B1' corporate family and probability
of default ratings from Moody's Investors Service, 'B+' issuer
default rating from Fitch Ratings, and 'B+' corporate credit
rating from Standard & Poor's Ratings Services.

Moody's said in February 2011 that Regal's B1 CFR reflects the
trade-offs between the relative stability and the small magnitude
of the company's cash flow stream.  With no change expected in
either parameter, and with very good liquidity, the rating outlook
is stable.

S&P said in February that the rating reflects S&P's view that the
company's aggressive financial policies will likely cause leverage
to remain elevated over the intermediate term.  Furthermore,
Regal's revenue and EBITDA trends are highly dependent on the
performance of the U.S. box office.  Other rating factors include
the company's participation in the mature and highly competitive
U.S. movie exhibition industry, exposure to the fluctuating
popularity of Hollywood films, and the long-term risk of increased
competition from the proliferation of entertainment alternatives.


RITE AID: Fitch Junks Rating on $481-Mil. Sr. Unsecured Notes
-------------------------------------------------------------
Fitch Ratings has assigned a rating of 'CCC/RR5' to Rite Aid
Corporation's (Rite Aid) $481 million of guaranteed senior
unsecured notes due 2020.  The proceeds will be used to redeem the
$460 million 9 3/8% guaranteed senior unsecured notes due 2015.
The Rating Outlook is Negative.

Fitch expects that credit metrics will remain stable at current
levels over the next three years.  The Negative Outlook
incorporates refinancing risk.  In the next couple of years Rite
Aid will have to address a series of significant debt maturities
that will occur between 2014 and 2016, in an aggregate amount of
$2.5 billion post this refinancing.  To the extent that Rite Aid
successfully addresses upcoming debt maturities and sustains
stable to positive same store sales and EBITDA trends, Fitch would
resolve the Negative Outlook.

There have been some recent signs of stabilization in EBITDA with
same store sales turning modestly positive and over the next 12-24
months, the generic wave could provide a nice windfall to the
company's profitability.  The current impasse between Walgreen and
Express Scripts could also provide some boost to prescription
volume.  Whether this pushes EBITDA into the $1 billion plus range
remains to be determined given offsetting factors such as
continued share losses to larger and more capitalized competitors,
ongoing pressure on pharmacy reimbursement rates and weak consumer
sentiment.  The company is also highly dependent on favorable
credit market conditions to get this magnitude of refinancings
completed given modest FCF generation.

At Nov. 26, 2011, Rite Aid had cash of $148 million and excess
borrowing capacity of approximately $850 million under its credit
facility.  The company has maintained liquidity in the $850
million to $1.2 billion range for the past eight quarters.

For the latest 12-month period ended Nov. 26, 2011, total same
store sales was positive at 1.5% with a front end same store sales
increase of 0.9% and a pharmacy same store sales increase of 1.7%.
Adjusted EBITDA (adjusted for non-cash and one time items)
increasing modestly by $36 million to $884 million and adjusted
debt/EBITDAR at 7.6 times (x) and EBITDAR/interest + rent at 1.2x
were largely flat to fiscal year end levels given modest debt
reduction.  Credit metrics over the next three years are expected
to remain relatively stable.  Fitch expects modest same store
sales growth of 1% and mid-to-high single digit growth in EBITDA
in 2012 and 2013 driven largely by the introduction of higher
margined generics and somewhat offset by continued pharmacy
reimbursement pressures.

Risks to estimates are a decline in same store sales trends due to
macro weakness or share losses to its larger peers and higher than
expected decline in reimbursement rates.  Rite Aid's operating
metrics significantly lag those of its largest and well
capitalized competitors, CVS Caremark and Walgreen.  Rite Aid has
been unable to participate in the strong industry growth largely
due to capital constraints and the company's inability to
appropriately invest in its stores remains an ongoing concern.
Beyond the benefit from the generic wave in 2012-14, Fitch does
not expect meaningful top line and EBITDA expansion over the next
few couple years given the lack of capital to execute successfully
on its plans to address underperforming stores.  As a result,
EBITDA margins are likely to remain depressed, which at 3.5%
(excluding non-cash and merger related expenses) for the LTM
period is significantly below its two leading competitors' margins
(with Walgreen's EBITDA margin at 7% and CVS retail EBITDA margin
at 9.9%).

The issue ratings on the new guaranteed senior unsecured notes are
derived from the Issuer Default Rating (IDR) and the relevant
Recovery Rating.  Fitch's recovery analysis assumes a liquidation
value under a distressed scenario of approximately $6 billion on
inventory, receivables, owned real estate and prescription files.
Given the amount of secured debt in the company's capital
structure, the unsecured guaranteed notes are assumed to have
below average recovery prospects (11%-30%) and are thus rated
'CCC/RR5'.

Fitch currently rates Rite Aid as follows:

  -- IDR 'B-';
  -- Secured revolving credit facility and term loans 'BB-/RR1';
  -- First and second lien senior secured notes 'BB-/RR1';
  -- Guaranteed senior unsecured notes 'CCC/RR5';
  -- Non-guaranteed senior unsecured notes 'CC/RR6'.

The Rating Outlook is Negative.


RLD INC: Bank Consents to Use of Cash Collateral Until April 30
---------------------------------------------------------------
RLD, Inc., and Exchange Bank have entered into a stipulation
regarding the Debtor's use of the Bank's cash collateral, to wit:

  (a) With respect to the Debtor's 50% ownership interest in a
      multi-tenant shopping center located at 4754 Old Redwood
      Highway, Santa Rosa, California, the Bank will continue to
      receive the rents from the real property and pay the
      ordinary and necessary operating expenses for those
      properties from the rents, as more particularly set forth in
      the Conditional Modification Agreement, dated Feb. 1, 2010,
      and Second Conditional Modification Agreement, dated as of
      Dec. 30, 2010.

  (b) The Bank will be provided with a replacement lien on all
      postpetition rents to the extent of any postpetition
      diminution in the value of the Bank's collateral provided
      that the lien is subordinated to the compensation and
      expense reimbursement allowed to any trustee thereafter
      appointed in the case.

  (c) The Bank's consent to use of cash collateral will end on the
      first of the following: (a) 5:00 p.m. Pacific Standard Time,
      April 30, 2012; or (b) with respect to an Event of Default,
      immediately upon the occurrence of that Event of Default.

The occurrence of any of the following will constitute an Event of
Default:

  (1) The Debtor fails to comply with the terms and conditions of
      the Conditional Modification Agreement and Second
      Conditional Modification agreement in any material respect;

  (2) The Debtor will use cash collateral for any purpose or any
      amount not permitted;

  (3) The bankruptcy case will be dismissed or converted to a case
      under Chapter 7 of the bankruptcy court, or a Chapter 11
      Trustee will be appointed for the Debtor; or

  (4) The automatic stay is lifted with respect to Old Redwood
      Highway.

Counsel for Exchange Bank may be reached at:

         Richard W. Abbey, Esq.
         Rachel K. Stevenson, Esq.
         ABBEY, WEITZENBERG, WARREN & EMERY, P.C.
         100 Stony Point Road, Suite 200
         P.O. Box 1566
         Santa Rosa, CA 95402-1566
         Tel: (707) 542-5050
         Fax: (707) 542-2589
         E-mail: rstevenson@abbeylaw.com

                          About RLD Inc.

RLD, Inc., based in Santa Rosa, California, filed for Chapter 11
bankruptcy (Bankr. N.D. Calif. Case No. 11-14071) on Nov. 7, 2011.
Judge Alan Jaroslovsky presides over the case.  The Law Offices of
Steven M. Olson -- smo@smolsonlaw.com -- serves as the Debtor's
counsel.  The Debtor disclosed $10,824,405 in assets and
$19,304,145 in liabilities as of the Petition Date.


ROTHSTEIN ROSENFELDT: Founder Faces Another Deposition Over Scam
----------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that U.S. District Judge
Judge James I. Cohn on Monday ordered a second deposition of
jailed Ponzi schemer Scott Rothstein to flesh out more than two
dozen suits brought by the trustee for his bankrupt law firm over
Rothstein's $1.2 billion scheme involving the sale of shares in
sham legal settlements.

Judge Cohn ordered Mr. Rothstein to appear for a video conference
deposition from June 4 to June 15. Questions at the deposition
will relate to 29 adversary proceedings brought by Herbert
Stettin, the court-appointed trustee, according to Law360.

                      About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


SAGAMORE PARTNERS: Wants Exclusive Filing Period Extended to May 3
------------------------------------------------------------------
Sagamore Partners, Ltd., asks the U.S. Bankruptcy Court for the
Southern District of Florida to extend its exclusive periods to
file a plan and to solicit acceptances of the plan up to  and
including May 3, 2012, and July 2, 2012, 2012, respectively.  This
is the first extension of the Debtor's exclusive periods.

The claims bar date is Feb. 6, 2012.  The Debtor tells the Court,
among others, that it will require additional time to review and
analyze the validity, amount, and priority of any claims that have
been and will be asserted against the estate following the
expiration of the bar date.  Any Chapter 11 plan proposed by the
Debtor prior to the claims bar date and prior to meaningful
analysis of the claims ultimately filed could be premature and
could actually lead to protracted litigation and a delay of
confirmation of a plan.

Further, litigation of the complex issues raised in the adversary
proceeding initiated by the Debtor on Dec. 27, 2011 (regarding the
validity, priority, and extent of liens), will likely require a
substantial amount of time to complete, and resolution of these
matters will greatly assist it in ascertaining the necessary
reinstatement amount for its plan.

Secured Lender JPMCC 2006-LDP7 Miami Beach Lodging, LLC, objects
to the extension of the Debtor's exclusivity periods.  JPMCC
states:

   1. The Debtors suggestion that its case is large and complex is
      misplaced.  The Debtor's business consists of a small
      boutique hotel that is without "a flag."

   2. The case is "no more that a two-party dispute between the
      Debtor and the Secured Lender."

   3. The Debtor is not diligently pursuing its reorganization.
      According to Secured Lender, the Debtor has let the last
      four months go by without making any meaningful progress
      towards reorganization.

   4. The Debtor has not made "substantial good faith progress" in
      its case contrary to its assertion in its motion.

If the Court is nonetheless inclined to grant an extension of
exclusivity, the Secured Lender urges that it limit the extension
to a substantially shorter period than requested.

                      About Sagamore Partners

Bay Harbor, Florida-based Sagamore Partners, Ltd., owns and
operates the prestigious oceanfront Sagamore Hotel, also known as
The Art Hotel due to its captivating art collection from
recognized artists and its contemporary design.  The all-suite
boutique hotel is situated within Miami's Art Deco Historic
District on South Beach.  Sagamore Partners is owned by Martin
Taplin.

Sagamore Partners filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 11-37867) on Oct. 6, 2011.  Judge A. Jay Cristol
presides over the case.  Joshua W. Dobin, Esq., and Peter D.
Russin, Esq., at Meland Russin & Budwick, P.A., in Miami, Fla.,
serve as the Debtor's counsel.  The Debtor disclosed $71,099,556
in assets and $52,132,849 in liabilities as of the Chapter 11
filing.  The petition was signed by Martin W. Taplin, Pres of
Miami Beach Vacation Resorts, Inc., manager of Sagamore GP, LLC,
general partner.


SEALY CORP: Goldman Sachs Discloses 5.1% Equity Stake
-----------------------------------------------------
The Goldman Sachs Group, Inc., disclosed is a Schedule 13G filing
with the U.S. Securities and Exchange Commission that, as of
Dec. 31, 2011, it beneficially owns 5,399,063 shares of common
stock of Sealy Corporation representing 5.1% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/eTlZkY

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

The Company reported a net loss of $9.88 million on $1.23 billion
of sales for the 12 months ended Nov. 27, 2011, compared with a
net loss of $13.74 million on $1.21 billion of net sales during
the prior year.

The Company reported a net loss of $15.20 million on
$269.25 million of net sales for the three months ended Nov. 27,
2011, compared with a net loss of $4.48 million on $296.55 million
of net sales for the same period a year ago.

The Company's balance sheet as of Nov. 27, 2011, showed
$919.19 million in total assets, $999.75 million in total
liabilities, and a $80.56 million stockholders' deficit.

                          *     *      *

Sealy carries 'B' local and issuer credit ratings from Standard &
Poor's.


SHILO INN: Court OKs Marcus & Millichap as Real Estate Advisor
--------------------------------------------------------------
The U.S. Bankruptcy Court authorized Shilo Inn Palm Springs, LLC,
and its debtor-affiliates to employ Marcus & Millichap as real
estate broker to market the Debtor's 125-room hotel for sale in a
professional and maximize recovery for the estate.

Two agents at Marcus & Millichap -- Gordon Allred and Sudhir
Tewari -- and will provide services to the Debtor.

Marcus & Millichap will be paid from the sale proceeds based on
the parties' Exclusive Representation Agreement:

   a) in the event of a sale of the Hotel to a buyer procured by
      Marcus & Millichap, the firm will be paid a commission equal
      to 4% of the gross sale price.

   b) in the event that the Debtor procures a buyer, the
      commission to Marcus & Millichap will only be 2% of the
      gross sale price;

   c) the listing term is for 12 months commencing on Sept. 19,
      2011, and ending on Sept. 18, 2012.

Gordon Allred, Vice President of Investments and Senior Director
of Marcus & Millichap, attests that the firm is a "disinterested
person," as that term is defined in Section 101(14) of the
Bankruptcy Code.

                          About Shilo Inn

Shilo Inn Palm Springs, LLC, owns and operates the Shilo Inn Palm
Spring hotel located in Palm Springs, California.  The hotel has
125 suites, two luxurious outdoor swimming pools, one children's
family pool and spa and one adult large pool and spa, exercise
fitness center, sauna, steam room and Gazebo area.

Shilo Inn Palm Springs filed for Chapter 11 protection (Bankr.
C.D. Calif. Case No. 11-22229) on April 13, 2011.  Judge Meredith
A. Jury presides over the case.  David B. Golubchik, Esq., at
Levene Neale Bender Rankin & Brill LLP, in Los Angeles,
California, serves as counsel to the Debtors.  Shilo Inn Palm
Springs estimated assets and liabilities at $1 million to
$10 million.

Debtor-affiliate Shilo Inn Pomona Hilltop, LLC, filed for Chapter
11 protection (Bankr. C.D. Calif. Case No. 11-26270) on April 19,
2011.


SHOREBANK CORP: Files Chapter 11 Plan of Liquidation
----------------------------------------------------
The Shorebank Corporation, et al., filed with the Bankruptcy Court
their Chapter 11 Plan which calls for the liquidation of all their
assets and the distribution of the proceeds to their creditors.

The Plan is predicated on a settlement reached with the Federal
Deposit Insurance Corporation.  The Debtors relate that absent the
settlement with the FDIC, there would likely be costly and
uncertain litigation on a variety of issues, including (i) whether
they made a commitment to maintain the capital of its former bank
subsidiary, ShoreBank; and (ii) ownership of certain tax refunds.

Under the Plan, FDIC will receive $8.5 million in cash, payable
out of the Federal Income Tax Refund.  In addition, the FDIC is
still entitled to continue to collect payments stemming from the
sale of ShoreBank Pacific pursuant to a stock purchase agreement
that separately governs that transaction.

General unsecured creditors, holding $3.7 million claims, will
receive an estimated recovery of 19%.

Moreover, the Plan contemplates substantive consolidation of the
Debtors.

A hearing to consider approval of the Disclosure Statement will be
held on March 7, 2012, at 10:30 a.m.  Objection deadline will be
on March 2.

A full-text copy of the Disclosure Statement is available at:

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

                          About ShoreBank

Organized in 1973 and incorporated under the state of Illinois,
The ShoreBank Corporation was America's first and leading
community development and environmental bank holding company.  SBK
was a registered bank holding company for, among others, its
subsidiary, ShoreBank in Chicago, a state chartered non-member
bank.  The Bank was subject to oversight and regulation by its
primary regulator, the Illinois Department of Financial and
Professional Regulation.

On Aug. 20, 2010, the Bank was closed by the IDFPR, and the
Federal Deposit Insurance Corp. was named receiver.  The FDIC sold
substantially all of the Bank's assets to Urban Partnership Bank.
SBK's principal asset and source of income was its investment in
the Bank.  The Bank Closure has had a significant adverse affect
on SBK's liquidity, capital resources, and financial condition.
On Jan. 9, 2012, SBK and 11 affiliates commenced Chapter 11 cases
(Bankr. N.D. Ill. Lead Case No. 12-00581) to liquidate their
remaining assets and wind down their estates.

The case was initially assigned to Judge Jacqueline P. Cox.  On
Jan. 10, she recused herself and the case was sent to Judge A.
Benjamin Goldgar's chambers.

George Panagakis, Esq., leads a team of lawyers at Skadden, Arps,
Slate, Meagher & Flom LLP, who represent the Debtors.  Garden City
Group Inc. serves as the Debtors' claims agent.  The petition was
signed by George P. Surgeon, president and CEO.


SHOREBANK CORP: Can Hire George Panagakis as Attorney
-----------------------------------------------------
The Bankruptcy Court authorized The Shorebank Corporation, et al.,
to employ George Panagakis, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, as their attorney.  The current hourly rates of
Skadden Arps are:

          Partners           $840 - $1,000
          Counsel            $815 - $895
          Associates         $365 - $755
          Assistants         $195 - $310

The Debtors will reimburse the firm for its expenses including
telephone charges, photocopying, travel and computerized research.

                          About ShoreBank

Organized in 1973 and incorporated under the state of Illinois,
The ShoreBank Corporation was America's first and leading
community development and environmental bank holding company.  SBK
was a registered bank holding company for, among others, its
subsidiary, ShoreBank in Chicago, a state chartered non-member
bank.  The Bank was subject to oversight and regulation by its
primary regulator, the Illinois Department of Financial and
Professional Regulation.

On Aug. 20, 2010, the Bank was closed by the IDFPR, and the
Federal Deposit Insurance Corp. was named receiver.  The FDIC sold
substantially all of the Bank's assets to Urban Partnership Bank.
SBK's principal asset and source of income was its investment in
the Bank.  The Bank Closure has had a significant adverse affect
on SBK's liquidity, capital resources, and financial condition.
On Jan. 9, 2012, SBK and 11 affiliates commenced Chapter 11 cases
(Bankr. N.D. Ill. Lead Case No. 12-00581) to liquidate their
remaining assets and wind down their estates.

The case was initially assigned to Judge Jacqueline P. Cox.  On
Jan. 10, she recused herself and the case was sent to Judge A.
Benjamin Goldgar's chambers.

George Panagakis, Esq., leads a team of lawyers at Skadden, Arps,
Slate, Meagher & Flom LLP, who represent the Debtors.  Garden City
Group Inc. serves as the Debtors' claims agent.  The petition was
signed by George P. Surgeon, president and CEO.

The Debtors filed their Chapter 11 Plan of Liquidation on Jan. 31,
2012.


SINCHAO METALS: In Default of Filing Requirements
-------------------------------------------------
Sinchao Metals Corp., a subsidiary of Andean American Gold Corp.,
has appointed Scott Wilson of Scott E. Wilson Consulting, Inc., to
undertake an independent review of Sinchao's previously announced
mineral resources on the Sinchao Property and prepare a revised
technical report on the Property.

In their respective news releases dated April 20, 2011, Andean
American and Sinchao disclosed a material change to Sinchao's
mineral resource estimates for the Sinchao property.  This
material change was caused by title defects resulting in a loss of
title to portions of the previous mineral resource.  The loss of
title may also negatively impact Sinchao's ability to access and
potentially extract portions of the previously disclosed mineral
resources on its remaining mineral tenure.  Under National
Instrument 43-101, Sinchao was required to file, within 45 days of
that date, a new technical report supporting its disclosure of the
revised mineral resource.  Sinchao has not yet filed the required
technical report and is in default of its filing requirements.
The issue with the prior technical report was brought to Sinchao's
attention by the Ontario Securities Commission as part of its
review of Sinchao's disclosure record which review was being
conducted in connection with its application to become a reporting
issuer in Ontario.

Andean American and its subsidiary, Sinchao, believe that the
updated technical report will show a material reduction in the
estimated inferred resources on the Sinchao Property, however it
will not be possible to accurately quantify the magnitude of such
reduction until Scott Wilson completes its work.  Until this
review is complete neither Andean American nor Sinchao can confirm
what, if any, resource is contained on the Property and for this
reason the mineral resource contained in the October 30, 2008
technical report should no longer be relied upon.

Sinchao anticipates that it will be in a position to file a new
National Instrument 43-101 compliant technical report by mid-
April, 2012.

                           About Sinchao

Sinchao Metals Corp. is focused on the exploration and development
of the Sinchao Gold-Silver-Copper property, located in Cajamarca
province in Northern Peru, 30 kilometers from Yanacocha, the
largest gold mine in South America.

                        About Andean American

Andean American is an international mining and exploration company
focused on value growth through the development of gold and copper
projects in Peru and currently has two key assets: the 31,600
hectare Invicta gold-silver-copper advanced exploration stage
project and 64.95% of Sinchao Metals Corp., owner of the Sinchao
gold-silver-copper exploration project.


SMITH CREEK: Taps Fuqua & Associates as Counsel
-----------------------------------------------
Smith Creek Partners, LP, sought and obtained permission from the
U.S. Bankruptcy Court for the Southern District of Texas to
employ Fuqua & Associates, P.C., as counsel.

The Debtor will look to Fuqua & Associates to, among other things:

   a) provide the Debtor legal advice with respect to its
      powers and duties as a Debtor-in-possession in the
      continued operation of the Debtor's business, and
      management of its property;

   b) negotiate and submit a potential plan of arrangement
      satisfactory to the Debtor, its estate, and the creditors
      at large; and

   c) perform all other legal services for the Debtor as
      a Debtor-in-possession which may become necessary to
      the proceeding.

The firm will charge the Debtor based on the hourly rates of its
professionals:

    Richard L. Fuqua, Attorney-in-charge            $500
    Associates                                  $150 to $225
    Law clerks & legal assistants                $75 to $125

The firm may be reached at:

          Richard L. Fuqua, Esq.
          FUQUA & ASSOCIATES, P.C.
          5005 Riverway, Suite 250
          Houston, Texas 77056
          Fax: (713) 960-1064
          Tel: (713) 960-0277

The Debtor assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

Houston-Texas-based Smith Creek Partners LP filed for Chapter 11
bankruptcy (Bankr. S.D. Tex. Case No. 11-40495) on Dec. 7, 2011.
Judge Jeff Bohm presides over the case.  Richard L. Fuqua, II,
Esq., at Fuqua & Associates, PC, serves as the Debtor's counsel.
According to its schedules, Smith Creek disclosed $16,400,000 in
total assets and $4,463,000 in total liabilities.  The petition
was signed by Stephen R. Fincher, president of Linchpin
Investments, Inc., Smith Creek's general partner.


SOLYNDRA LLC: VDL Enabling Resigns from Creditors Committee
-----------------------------------------------------------
Roberta A. Deangelis, U.S. for Region 3, notified the U.S.
Bankruptcy Court for the District of Delaware that it has amended
the Official Committee of Unsecured Creditors in the Chapter 11
cases of Solyndra LLC, et al., to reflect the resignation of VDL
Enabling Technologies Group as of Jan. 23, 2012.

The Committee now consists of:

         1. Schott North America, Inc.
            Attn: Michael Kitts
            555 Taxter Road
            Elmsford, NY 10523,
            Tel: (914) 831-2224
            Fax: (914) 831-2201

         2. MGS Manufacturing Group, Inc.
            Attn: Jeff Kolbow
            W188 N11707 Maple Road
            Germantown, WI 53022
            Tel: (262) 255-5790
            Fax: (262) 250-3730

         3. Certified Thermoplastics Co. Inc.
            Attn: Robert Duncan
            26381 Ferry Court
            Santa Clarita, CA 91350
            Tel: (661) 222-3006
            Fax: (661) 222-3009

          4. West Valley Staffing Group
             Attn: Teresa Kossayian
             390 Potrero Avenue
             Sunnyvale, CA 94085
             Tel: (408) 735-1420
             Fax: (408) 735-1314

          5. Plastikon Industries Inc.
             Attn: Mark Petri
             688 Sansoval Way
             Hayward, CA 94544
             Tel: (415) 308-6133
             Fax: 510-400-1117

          6. Peter M. Kohlstadt

                       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.

Solyndra auctioned non-core assets and obtained $6.2 million.
Solyndra also took in $1.86 million from the sale of miscellaneous
equipment.

Solyndra LLC retained the exclusive right for filing a Chapter 11
plan until April 3.


SOLYNDRA LLC: Hearing on Piecemeal Sale Objections Set for Feb. 22
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on Feb. 22, 2012, at 11:30 a.m. (ET) to consider
joinders to motion of Kinetic Systems, Inc., for marshalling of
the proceeds of Solyndra LLC, et al.'s piecemeal sale, and if
necessary for segregation of the proceeds of the piecemeal sale
pending resolution of marshalling and lien priority claims.
Objections, if any are due Feb. 15, at 4:00 p.m.

RK Electric, Inc., and Bayside Interiors, Inc., filed objections,
asking that the Court:

   1) require that the net proceeds of the piecemeal sale be
      applied first to reduce the scheduled secured debt (along
      with an accounting);

   2) if there is an objection to application of the net proceeds
      of any piecemeal sale to the scheduled secured debt, require
      that the net proceeds held in a segregated account subject
      to all encumbrances, pending resolution of any objection to
      marshalling; and

   3) require that the proceeds of sale of any fixtures be held in
      a segregated accounting pending resolution of lien priority
      claims.

RK Electric related that it has not been paid for certain of that
contracting work, and has filed, perfected and holds a mechanic's
lien in the amount of $74,071 for labor, equipment, material and
services provided by RK consisting electrical labor, materials,
services and equipment including tool drops, wiring, and cabling.

RK Electric claimed that its liens are superior (in whole or in
part) under the California Mechanics' Lien Law to the scheduled
secured debt.

As of Sept. 6, 2011, Solyndra owed Bayside Interiors $77,604 for
miscellaneous Clean Room drywall labor and work and material on a
Project commonly known as 47488 Kato Road, Fremont, California.

RK Electric and Bayside Interiors are represented by:

         Brian A. Sullivan, Esq.
         WERB & SULLIVAN
         300 Delaware Avenue, Suite 1300
         Wilmington, DE 19801
         Tel: (302) 652-1100
         Fax: (302) 652-1111
         E-mail: bsullivan@werbsullivan.com

         A. Robert Rosin, Esq.
         LEONIDOU & ROSIN Professional Corp.
         777 Cuesta Drive, Suite 200
         Mountain View, CA 94040
         Tel: (650) 691-2888
         Fax: (650) 691-2889
         E-mail: arrosin@alr-law.com

                       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.

Solyndra auctioned non-core assets and obtained $6.2 million.
Solyndra also took in $1.86 million from the sale of miscellaneous
equipment.

Solyndra LLC retained the exclusive right for filing a Chapter 11
plan until April 3.


SOLYNDRA LLC: Amends Schedules of Assets and Liabilities
--------------------------------------------------------
Solyndra LLC filed with the U.S. Bankruptcy Court for the District
of Delaware amended schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property              $298,756,187
  B. Personal Property          $555,293,853
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $785,325,624
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $9,064,844
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $69,182,550
                                ------------      -----------
        TOTAL                   $854,050,040     $863,573,018

In its original schedules, Solyndra disclosed creditors holding
secured claims of $783,755,765, creditors holding unsecured
priority claims of $9,225,074, creditors holding unsecured non-
priority claims $74,125,487, and total liabilities of
$867,106,326.

Affiliate 360 Degree Solar Holdings, Inc., in its amended
schedules, disclosed $99,075 in assets and $785,543,031 in
liabilities.  The TCR also reported that 360 Degree, a debtor-
affiliate, filed its schedules, disclosing $99,075 in assets and
$785,543,031 in liabilities.

Full-text copies of the amended schedules are available for free
at:

        http://bankrupt.com/misc/SOLYNDRA_LLC_sal.pdf
        http://bankrupt.com/misc/SOLYNDRA_LLC_360sal.pdf

                       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.

Solyndra auctioned non-core assets and obtained $6.2 million.
Solyndra also took in $1.86 million from the sale of miscellaneous
equipment.

Solyndra LLC retained the exclusive right for filing a Chapter 11
plan until April 3.


SOLYNDRA LLC: Report Finds U.S. Could Lose Billions on Loans
------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the U.S.
government could lose $2.7 billion as a result of the loans and
loan guarantees it offered to clean-energy companies, according to
a White House-commissioned study carried out in the wake of
Solyndra LLC's bankruptcy.

                       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.

Solyndra auctioned non-core assets and obtained $6.2 million.
Solyndra also took in $1.86 million from the sale of miscellaneous
equipment.

Solyndra LLC retained the exclusive right for filing a Chapter 11
plan until April 3.


SOLYNDRA LLC: Court OKs Johnson Associates as Compensation Advisor
------------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized Solyndra LLC, et al., to employ
Johnson Associates, Inc., as compensation advisor in connection
with the adjudication of a performance-based, key employee
incentive plan for certain critical employees that are not
officers and insiders, and other related services.

As reported in the Troubled Company Reporter on Jan. 17, 2012, the
primary professionals responsible in providing services for the
Debtors and their current hourly rates are:

         Alan Johnson         $660
         Jeff Visithpanich    $400
         Analyst Support      $250

The Debtors agreed to reimburse JAI for its actual, necessary
expenses, including, among other things, telephone and telecopier,
mail and express mail charges, computerized research and
transcription costs.

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

                       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.

Solyndra auctioned non-core assets and obtained $6.2 million.
Solyndra also took in $1.86 million from the sale of miscellaneous
equipment.

Solyndra LLC retained the exclusive right for filing a Chapter 11
plan until April 3.


SONORA DESERT: Gets Interim OK to Employ Broker & Consultant
------------------------------------------------------------
Sonora Desert Dairy L.L.C., Sonora Desert Dairy II L.L.C., and
Sonora Desert Dairy III L.L.C. sought and obtained an interim
order from the U.S. Bankruptcy Court to employ Charles H. Havranek
and Southwest Land Associates, L.L.C. as a broker.

If no objections are received by the Court within 21 days of the
notice, which was filed on Jan. 21, this Order shall become final
without further proceedings.

As reported in the Troubled Company Reporter on Jan. 25, 2012,
Sonora Desert Dairy L.L.C. and its affiliated debtors seek to
employ Charles J. Havranek and Southwest Land Associates, L.L.C.
as a broker to sell the 1,388.1 ± acres located on the South and
East side of Old US 80 Highway 80 and on the Southwest and
Southeast corners of Arlington School Road and Cactus Rose Road in
Arlington Valley.

The Debtors also need the Broker to consult with the Debtors on
their dairy and farming operations and to provide testimony to the
Court, if needed.

The Broker proposes to list the Farm for $15 million.  At present,
however, the Broker is not hired to sell either cattle or the
dairy real property.

The Debtors propose to hire the Broker to sell the Farm on a 2.5%
commission basis if the Broker is the sole broker affiliated with
the sale of the Farm, or 4.0% commission for any co-brokerage
arrangement, to be split equally between all brokerages involved
in the ultimate sale of Farm.  The Debtors propose to pay Mr.
Havranek the rate of $200 per hour for his consulting, expertise
and testimony work.

Mr. Havranek attests he and Southwest Land are disinterested
parties and hold no claims against the bankruptcy estate.

                     About Sonora Desert Dairy

Sonora Desert Dairy L.L.C., Sonora Desert Dairy II L.L.C., and
Sonora Desert Dairy III L.L.C. own, among other things, roughly
8,000 head of cattle and millions of dollars of feed and supplies
used in the Dairies' operations.  Lueck Cattle Company L.L.C.
operates a "cattle replacement" program.  Bob Lueck Farms L.L.C.
owns an 1,373 acre farm near Arlington, Arizona, about one hour
south and west of the Dairies.  Lueck Farms also owns about 518
acres of real property in Rainbow Valley, on which are located
three double-40 parallel milking parlors, numerous feed lots,
numerous sheds, two sump ponds, 26 laborer homes, Mr. Lueck's home
and hundreds of acres of farm land.  Bob Lueck is the manager of
the Debtors.

Sonora Desert Dairy L.L.C., Sonora Desert Dairy II L.L.C., Sonora
Desert Dairy III L.L.C., Lueck Cattle Company L.L.C., and Bob
Lueck Farms L.L.C. filed for Chapter 11 bankruptcy (Bankr. D.
Ariz. Case No. 12-00262) on Jan. 6, 2012.  Judge Charles G. Case
II presides over the case.  Daniel P. Collins, Esq., at Collins,
May, Potenza, Baran & Gillespie.  Genske Mulder & Co. serves as
the Debtors' accountants.  Sonora Desert estimated $10 million to
$50 million in assets and debts.  The petition was signed by
Robert J. Lueck, manager.

Wells Fargo Bank, which holds a first lien against the Debtors'
cattle and feed inventory, is represented in the case by Bryan
Cave LLP.  First National Bank of Altus, which asserts a senior
lien against the Debtors' real property, is represented by Snell &
Wilmer L.L.P.


SONORA DESERT: Court Approves Genske Mulder as Accountants
----------------------------------------------------------
Sonora Desert Dairy L.L.C., Sonora Desert Dairy II L.L.C., Sonora
Desert Dairy III L.L.C., Lueck Cattle Company L.L.C., and Bob
Lueck Farms L.L.C. sought and obtained permission to hire Wayne
Cunningham and Genske Mulder & Co. as accountants for the Debtors.

Services include preparing tax returns and providing further
accounting services as needed.  The Firm and Mr. Cunningham have
long handled the Debtors' accounting work.

Genske Mulder's hourly rates are:

          Partners              $225
          Staff accountants     $175
          Bookkeepers           $130
          Clerical               $70

Mr. Cunningham attests that his Firm does not have any current or
on-going connection with Debtors' creditors, or any other party-
in-interest, or their attorneys; is "disinterested"; and doe not
hold or represent an interest adverse to the estate.  The Firm was
not owed any money at the time Debtors filed their chapter 11
petitions.

                     About Sonora Desert Dairy


Sonora Desert Dairy L.L.C., Sonora Desert Dairy II L.L.C., and
Sonora Desert Dairy III L.L.C. own, among other things, roughly
8,000 head of cattle and millions of dollars of feed and supplies
used in the Dairies' operations.  Lueck Cattle Company L.L.C.
operates a "cattle replacement" program.  Bob Lueck Farms L.L.C.
owns an 1,373 acre farm near Arlington, Arizona, about one hour
south and west of the Dairies.  Lueck Farms also owns about 518
acres of real property in Rainbow Valley, on which are located
three double-40 parallel milking parlors, numerous feed lots,
numerous sheds, two sump ponds, 26 laborer homes, Mr. Lueck's home
and hundreds of acres of farm land.  Bob Lueck is the manager of
the Debtors.

Sonora Desert Dairy L.L.C., Sonora Desert Dairy II L.L.C., Sonora
Desert Dairy III L.L.C., Lueck Cattle Company L.L.C., and Bob
Lueck Farms L.L.C. filed for Chapter 11 bankruptcy (Bankr. D.
Ariz. Case No. 12-00262) on Jan. 6, 2012.  Judge Charles G. Case
II presides over the case.  Daniel P. Collins, Esq., at Collins,
May, Potenza, Baran & Gillespie.  Genske Mulder & Co. serves as
the Debtors' accountants.  Sonora Desert estimated $10 million to
$50 million in assets and debts.  The petition was signed by
Robert J. Lueck, manager.

Wells Fargo Bank, which holds a first lien against the Debtors'
cattle and feed inventory, is represented in the case by Bryan
Cave LLP.  First National Bank of Altus, which asserts a senior
lien against the Debtors' real property, is represented by Snell &
Wilmer L.L.P.


SONORA DESERT: Well Fargo Asks Court to Appoint Examiner
--------------------------------------------------------
Well Fargo N.A. filed a request to the U.S. Bankruptcy Court for
an order directing the Office of the U.S. Trustee to appoint an
examiner in the bankruptcy case of Sonora Desert Dairy L.L.C.,
Sonora Desert Dairy II L.L.C., and Sonora Desert Dairy III L.L.C.

Wells Fargo proposes that the examiner perform these duties:

   a. oversee the Debtors' care, maintenance and operation of
      their dairy herd, a key component of the bank's collateral;

   b. in consultation with the Debtors and the bank, develop cash
      collateral and other operating budgets for each of the
      Debtors;

   c. oversee all aspects of cash receipts and disbursements by
      the Debtors, including approval of all cash disbursements;

   d. investigate and issue a report on the prepetition transfers
      between Mr. Robert Lueck and each of the Debtors; and

   e. assist the Debtors in preparing timely and accurate United
      States Trustee operating reports

Wells Fargo has lost all confidence in the Debtors' ability to
provide accurate financial information in the Chapter 11 cases.
Wells Fargo also is justifiably concerned about the various
prepetition transactions by Robert Lueck, the sole decision-maker
for each of the Debtors and their respective estates, and the
large amount of cash that has been taken out of the Debtors by
Mr. Lueck.

Cause exists to appoint a chapter 11 trustee in these cases. In
the bank's experience, however, dairy operations require
continuous care and a fair amount of skill.  Wells Fargo presently
believes that Mr. Lueck would be able to provide proper care and
maintenance of the dairy herd if oversight is given by an
independent professional.

Thus, while Wells Fargo reserves the right to seek the appointment
of a trustee if these chapter 11 cases do not stabilize in short
order, the bank is seeking the remedy of an examiner to minimize
the expense and disruption that would be created by the
appointment of a trustee.

Wells Fargo will consent to the use of cash collateral to fund the
reasonable expenses required by an examiner who performs tailored
duties designed to focus on the critical herd care and financial
issues present in these chapter 11 proceedings.  The examiner will
need to operate pursuant to a budget, so that the Court and all
parties in interest will know the expenses incurred due to the
appointment of an examiner will be reasonable in light of the
circumstances of these chapter 11 proceedings.

                     About Sonora Desert Dairy

Sonora Desert Dairy L.L.C., Sonora Desert Dairy II L.L.C., and
Sonora Desert Dairy III L.L.C. own, among other things, roughly
8,000 head of cattle and millions of dollars of feed and supplies
used in the Dairies' operations.  Lueck Cattle Company L.L.C.
operates a "cattle replacement" program.  Bob Lueck Farms L.L.C.
owns an 1,373 acre farm near Arlington, Arizona, about one hour
south and west of the Dairies.  Lueck Farms also owns about 518
acres of real property in Rainbow Valley, on which are located
three double-40 parallel milking parlors, numerous feed lots,
numerous sheds, two sump ponds, 26 laborer homes, Mr. Lueck's home
and hundreds of acres of farm land.  Bob Lueck is the manager of
the Debtors.

Sonora Desert Dairy L.L.C., Sonora Desert Dairy II L.L.C., Sonora
Desert Dairy III L.L.C., Lueck Cattle Company L.L.C., and Bob
Lueck Farms L.L.C. filed for Chapter 11 bankruptcy (Bankr. D.
Ariz. Case No. 12-00262) on Jan. 6, 2012.  Judge Charles G. Case
II presides over the case.  Daniel P. Collins, Esq., at Collins,
May, Potenza, Baran & Gillespie.  Genske Mulder & Co. serves as
the Debtors' accountants.  Sonora Desert estimated $10 million to
$50 million in assets and debts.  The petition was signed by
Robert J. Lueck, manager.

Wells Fargo Bank, which holds a first lien against the Debtors'
cattle and feed inventory, is represented in the case by Bryan
Cave LLP.  First National Bank of Altus, which asserts a senior
lien against the Debtors' real property, is represented by Snell &
Wilmer L.L.P.


SONORA DESERT: Court OKs Collins May Potenza as General Counsel
---------------------------------------------------------------
Sonora Desert Dairy L.L.C., Sonora Desert Dairy II L.L.C., and
Sonora Desert Dairy III L.L.C. sought and obtained permission from
the Bankruptcy Court to employ Collins, May, Potenza, Baran &
Gillespie, P.C. as general counsel.

As reported in the Troubled Company Reporter on Jan. 25, 2012,
Collins will be paid according to its hourly rates: $190 to $395
for attorneys, $150 for law clerks and $75 to $195 for paralegals
and other legal assistants.

Collins attests it represents no interest adverse to the Debtors
or the bankruptcy estates.  Collins did note that the firm once
represented Wells Fargo Bank, the Debtors' secured lender, and
others in their opposition to GE Capital in the bankruptcy cases
of Beaudry R.V. bankruptcies.  Collins also has been working with
the Debtors' principal, Bob Lueck, concerning legal issues
involving Lueck Farms and a water company in Arlington, Arizona.
Collins is not owed any amount in connection with that matter.

                     About Sonora Desert Dairy

Sonora Desert Dairy L.L.C., Sonora Desert Dairy II L.L.C., and
Sonora Desert Dairy III L.L.C. own, among other things, roughly
8,000 head of cattle and millions of dollars of feed and supplies
used in the Dairies' operations.  Lueck Cattle Company L.L.C.
operates a "cattle replacement" program.  Bob Lueck Farms L.L.C.
owns an 1,373 acre farm near Arlington, Arizona, about one hour
south and west of the Dairies.  Lueck Farms also owns about 518
acres of real property in Rainbow Valley, on which are located
three double-40 parallel milking parlors, numerous feed lots,
numerous sheds, two sump ponds, 26 laborer homes, Mr. Lueck's home
and hundreds of acres of farm land.  Bob Lueck is the manager of
the Debtors.

Sonora Desert Dairy L.L.C., Sonora Desert Dairy II L.L.C., Sonora
Desert Dairy III L.L.C., Lueck Cattle Company L.L.C., and Bob
Lueck Farms L.L.C. filed for Chapter 11 bankruptcy (Bankr. D.
Ariz. Case No. 12-00262) on Jan. 6, 2012.  Judge Charles G. Case
II presides over the case.  Daniel P. Collins, Esq., at Collins,
May, Potenza, Baran & Gillespie.  Genske Mulder & Co. serves as
the Debtors' accountants.  Sonora Desert estimated $10 million to
$50 million in assets and debts.  The petition was signed by
Robert J. Lueck, manager.

Wells Fargo Bank, which holds a first lien against the Debtors'
cattle and feed inventory, is represented in the case by Bryan
Cave LLP.  First National Bank of Altus, which asserts a senior
lien against the Debtors' real property, is represented by Snell &
Wilmer L.L.P.


SOVRAN LLC: Plan Voting Ballots and Objections Due Feb. 20
----------------------------------------------------------
The Hon. Paul B. Snyder of the U.S. Bankruptcy Court for the
Western District of Washington will convene a hearing on March 5,
2012, commencing 9:00 a.m., to consider the confirmation of Sovran
LLC's Plan of Reorganization dated as of Dec. 19, 2011.

All ballots accepting or rejecting the plan, and any objections
are due Feb. 20, 2012, at 4:00 p.m.

Ballots must be received by:

         Richard G. Birinyi
         SCHWABE, WILLIAMSON &WYATT, P.C.
         U.S. Bank Centre
         1420 5th Avenue, Suite 3400
         Seattle, WA 98101-4010
         Tel: (206) 622-1711

                         About Sovran LLC

Sovran LLC, is a development company that was formed to acquire
and develop a large commercial piece of real property located
between Military Road and Interstate 5, in Winlock, Washington.
Sovran filed a Chapter 11 petition (Bankr. W.D. Wash. Case
No. 11-45107) on June 23, 2011.  Richard G. Birinyi, Esq., and
Lawrence R. Ream, Esq., at Bullivant Houser Bailey PC, in Seattle,
Washington, serve as counsel.  In its schedules, the Debtor
disclosed $18,968,289 in assets and $11,619,450 in liabilities.

The Debtor's Plan provides for the marketing of the property and
obtaining sales of all or any part of the property.  The liens
securing claims will be modified in accordance with the Bankruptcy
Code's provisions to permit sales of partial parcels, with deed
release provisions specifying the amount to be paid to the holders
of secured claims based on a certain price per square foot.


SOVRAN LLC: Taps Schwabe Williamson as Bankruptcy Counsel
---------------------------------------------------------
Sovran LLC asks the U.S. Bankruptcy Court for the Western District
of Washington for permission to employ Schwabe, Williamson &
Wyatt, P.C. as counsel.

The Debtor relates that the Court approved the employment of
Bullivant Houser Bailey PC as counsel for the Debtor.  However,
Richard G. Birinyi, Esq. and Lawrence Ream, Esq., the two primary
attorneys at Bullivant who were handling the Chapter 11 case have
switched firms and now practiced at Schwabe Williamson.

The Debtor desires to continue to employ Messrs. Birinyi and Ream
and their new firm.

The firm agreed to represent the Debtor in its bankruptcy
proceedings and perform related legal services.

The firm is not a prepetition creditor of the Debtor.  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.

                         About Sovran LLC

Sovran LLC, is a development company that was formed to acquire
and develop a large commercial piece of real property located
between Military Road and Interstate 5, in Winlock, Washington.
Sovran filed a Chapter 11 petition (Bankr. W.D. Wash. Case
No. 11-45107) on June 23, 2011.  Richard G. Birinyi, Esq., and
Lawrence R. Ream, Esq., at Bullivant Houser Bailey PC, in Seattle,
Washington, serve as counsel.  In its schedules, the Debtor
disclosed $18,968,289 in assets and $11,619,450 in liabilities.

The Debtor's Plan provides for the marketing of the property and
obtaining sales of all or any part of the property.  The liens
securing claims will be modified in accordance with the Bankruptcy
Code's provisions to permit sales of partial parcels, with deed
release provisions specifying the amount to be paid to the holders
of secured claims based on a certain price per square foot.


SPANISH BROADCASTING: Proceeds of Offering Used to Pay Debts
------------------------------------------------------------
Spanish Broadcasting System, Inc., closed, on Feb. 7, 2012, its
previously announced offering of $275 million in aggregate
principal amount of 12.5% senior secured notes due 2017 at an
issue price of 97% of the principal amount.  The Notes were
offered solely by means of a private placement either to qualified
institutional buyers in the United States pursuant to Rule 144A
under the Securities Act of 1933, as amended, or to certain
persons outside the United States pursuant to Regulation S under
the Securities Act, as amended, and are governed by an Indenture
dated as of the Closing Date, by and between the Company and
Wilmington Trust, National Association, as trustee.

The Company used the net proceeds from the offering, together with
cash on hand, to repay and terminate the previously existing
$350,000,000 first lien credit agreement, dated as of June 10,
2005, among the Company, the lenders from time to time party
thereto, Merrill Lynch, Pierce Fenner & Smith, Inc., as
syndication agent, Wachovia Bank, National Association, as
documentation agent, and Lehman Commercial Paper Inc., as
administrative agent that was due June 10, 2012, and to pay the
transaction costs related to the offering.

The Notes mature on April 15, 2017.  The Notes accrue interest at
a rate of 12.5% per year.  Interest on the Notes is paid semi-
annually on each of April 15 and October 15, commencing on
April 15, 2012.

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

                       http://is.gd/CnLDQ9

                    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.


SPANISH BROADCASTING: Beach Point Holds 3.8% of Class A Shares
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Beach Point Capital Management LP and Beach
Point GP LLC disclosed that, as of Dec. 31, 2011, they
beneficially own 160,350 shares of Class A common stock of Spanish
Broadcasting System, Inc., representing 3.85% of the shares
outstanding.  As previously reported by the TCR on Jan. 25, 2011,
Beach Point disclosed beneficial ownership of 2,632,418 Class A
shares.  A full-text copy of the amended filing is available for
free at http://is.gd/iUuiPo

                    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.


SPANISH BROADCASTING: Columbia Wanger Owns <5% of Common Shares
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Columbia Wanger Asset Management, LLC,
disclosed that, as of Dec. 31, 2011, it beneficially owns less
than 5% of the outstanding common shares of Spanish Broadcasting
System Inc.  A full-text copy of the filing is available for free
at http://is.gd/d5FMWk

                    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.


SPIRIT FINANCE: S&P Affirms 'CCC+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to
developing from stable on Spirit Finance Corp. (Spirit). "We
affirmed our 'CCC+' corporate credit rating and our 'CCC+' issue-
level rating on the company's term loan. Our recovery rating on
these notes is unchanged at '4', indicating our expectations for
an average (30%-50% range) recovery for term loan holders in the
event of a payment default," S&P said.

"Spirit plans an initial public offering (IPO) of $500 million of
its common stock and related contingent deleveraging transactions
by the end of 2012, as detailed in its S-11 filing," said credit
analyst Elizabeth Campbell. "If successful, the IPO will address
the company's term loan through a combination of repayment and
conversion, leverage would be lower, and liquidity would be
bolstered."

"The outlook is developing. We would consider raising the rating
one to two notches if the company materially deleverages its
balance sheet this year through an IPO and related term loan
repayment/conversion transaction. Despite our expectation for
stability in portfolio occupancy, rents, and cash flows, we would
likely revise the outlook (to stable or negative) or lower the
rating if the company is unable to execute the IPO as
contemplated. If management pursues a refinancing with a largely
debt component, still-high future leverage would preclude upgrade
potential," S&P said.


ST. PAUL CROATIAN: Three More Accused of Fraud Named
----------------------------------------------------
Tracey Read at The News-Herald reports that three more people are
accused of taking part in a fraud case that led to the failure of
St. Paul Croatian Federal Credit Union in Eastlake.

The report, citing federal indictments unsealed Feb. 8, discloses
that:

   -- A. Eddy Zai, 43, of Pepper Pike, is charged with 35 counts.
      Mr. Zai owned and operated The Cleveland Group and related
      businesses created to provide a "safe haven" for credit
      union proceeds. From 2003 until March 2010, Mr. Zai and
      others made false statements in loan applications to the
      credit union.  He and his entities received more than
      $16 million in fraudulent loan proceeds.  Mr. Zai illegally
      rewarded the credit union's chief operating officer,
      Anthony Raguz of Mentor, with numerous cash payments --
      usually in $100 bills concealed in envelopes.

   -- Ted Vanenelli, 66, of Willoughby, is charged with bank
      bribery, conspiracy, financial institution fraud and false
      statements to a financial institution.  Mr. Vanenelli is
      Mr. Zai's father-in-law and former business partner.

   -- Zrino Jukic, a 41-year-old Cleveland resident, was also
      Indicted last week in the case, which officials are calling
      one of the largest credit union collapses in American
      history.

Mr. Raguz previously pleaded guilty to six charges and will be
sentenced Feb. 24, the report notes.

On April 23, 2011, the report recalls, the credit union was placed
into conservatorship by the National Credit Union Administration
Share Insurance Fund.  The NCUA liquidated St. Paul's and
discontinued its operations after determining it was insolvent,
according to The News-Herald.  At the time of the liquidation, the
credit union served 5,400 members and had assets of $238.8
million, according to the indictment obtained by The News-Herald.


STAGE PRESENCE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Stage Presence Incorporated
        c/o Allen Newman
        401 East 86th Street
        New York, NY 10028

Bankruptcy Case No.: 12-10525

Chapter 11 Petition Date: February 9, 2012

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

Judge: Allan L. Gropper

Debtor's Counsel: Joel M. Shafferman, Esq.
                  SHAFFERMAN & FELDMAN, LLP
                  286 Madison Avenue, Suite 502
                  New York, NY 10017
                  Tel: (212) 509-1802
                  Fax: (212) 509-1831
                  E-mail: joel@shafeldlaw.com

Scheduled Assets: $2,309,486

Scheduled Liabilities: $1,373,349

The Company?s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nysb12-10525.pdf

The petition was signed by Allen Newman, president.


SUSTAINABLE ENVIRONMENTAL: Posts $123K Profit in Dec. 31 Quarter
----------------------------------------------------------------
Sustainable Environmental Technologies Corporation filed with the
U.S. Securities and Exchange Commission its Quarterly Report on
Form 10-Q reporting net income of $122,846 on $936,159 of total
revenues for the three months ended Dec. 31, 2011, compared with a
net loss of $329,153 on $673,987 of total revenues for the same
period during the prior year.

The Company reported net income of $432,775 on $3.28 million of
total revenues for the nine months ended Dec. 31, 2011, compared
with a net loss of $661,926 on $1.76 million of total revenues for
the same period a year ago.

The Company's balance sheet as of Dec. 31, 2011, showed $3.65
million in total assets, $3.09 million in total liabilities and
$568,108 in total stockholders' equity.

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

                        http://is.gd/As4hvH

                   About Sustainable Environmental

Upland, Calif.-based Sustainable Environmental Technologies
Corporation (formerly RG Global Lifestyles, Inc.) offers water and
wastewater treatment engineering and construction services.

During the quarter ended Dec. 31, 2010, the Company incurred an
operating loss from continuing operations before income taxes of
$265,464.  As of Dec. 31, 2010, the Company had a working capital
deficit of approximately $2.3 million.  "These conditions raise
substantial doubt about the Company's ability to continue as a
going concern," the Company said in the filing.


TBS INTERNATIONAL: Taps Gibson Dunn as General Bankruptcy Counsel
-----------------------------------------------------------------
BankruptcyData.com reports that TBS International filed with the
U.S. Bankruptcy Court motions to retain:

   -- Gibson, Dunn & Crutcher (Contact: Michael A. Rosenthal)
      as general bankruptcy and restructuring counsel at
      hourly rates ranging from $595 to $735 for associate,
      $785 for of counsel and $865 to $1,075 for partner;

   -- Cardillo & Corbett (Contact: Tulio R. Prieto) as special
      counsel at these hourly rates: paralegal at $150 and
      partner at 350;

   -- Lazard Freres & Co. (Contact: Daniel M. Aronson) as
      investment banker for these fees: a $150,000 monthly fee,
      a $2.6 million restructuring fee, a sale transaction or
      minority sale transaction fee and a financing fee; and

   -- AlixPartners (Contact: Lisa Donahue) as financial advisor
      at these hourly rates: paraprofessional at $205 to $225,
      analyst at $270 to $300, associate at $305 to $405, vice
      president at $455 to $555, director at $620 to $760 and
      managing director at $815 to $970.

                        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.


TELX GROUP: S&P Lowers Rating on Amended $380-Mil. Credit to 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on New York City-based The Telx Group Inc.'s amended $380 million
senior secured credit facility to 'B' from 'B+'. "At the same
time, we revised the recovery rating on the facility to '2' from
'1'. The '2' recovery rating indicates expectations for
substantial (70%-90%) recovery in the event of a payment default,"
S&P said.

"The downgrade is due to the lower recovery prospects for the
larger, amended facility. Pro forma for the transaction, the
facility will consist of a $330 million first-lien term loan
(increased from $255 million) and a $50 million revolving credit
facility. The company intends to use the proceeds from the $75
million add-on to repay the outstanding balance on its revolving
credit facility and for general corporate purposes. The 'B-'
corporate credit rating remains unchanged," S&P said.

"The ratings on Telx are constrained by its 'highly leveraged'
financial risk profile, which is based on our assumption that,
over the next few years, debt to EBITDA will remain above 8x
including our adjustments and that free operating cash flow will
remain negative due to expansion-related investments. In addition,
the ratings reflect a highly competitive environment, the
company's limited scale compared with other data center providers,
and a degree of revenue concentration among its largest
facilities. Partially tempering these business risk factors are
the good growth prospects of the colocation and interconnection
industry, including good revenue predictability from multiyear
contracts and low revenue churn," S&P said.

Ratings List

The Telx Group, Inc.
Corporate Credit Rating        B-/Stable/--

Downgraded; Recovery Rating Revised

The Telx Group, Inc.
                                To                  From
Senior Secured                 B                   B+
   Recovery Rating              2                   1


TELX GROUP: Moody's Assigns 'B1' Rating to Incremental Term Loan
----------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to Telx Group,
Inc.'s $75 million incremental term loan due 2017. The incremental
term loan will be used to repay borrowings on the company's
revolver and for general corporate purposes, including capital
expenditures. Moody's affirms Telx's B3 corporate family rating
(CFR) and Probability of Default rating ( PDR) and maintains a
stable outlook. In addition, Moody's affirms the B1 (LGD2-29%)
ratings on existing $290 million senior secured term loan due 2017
and the $50 million senior secured revolver. The company also has
$180 million of senior unsecured notes, which Moody's does not
rate.

RATINGS RATIONALE

Moody's has taken these rating actions:

   Issuer: Telx Group, Inc.

   -- Corporate Family Rating, Affirmed B3

   -- Probability of Default Rating, Affirmed B3

   -- $50 million Senior Secured Revolver due 2016, Affirmed B1,
      LGD 2-29%

   -- $290 million Senior Secured Term Loan due 2017, Affirmed B1,
      LGD 2-29%

   -- $75 million incremental Senior Secured Term Loan due 2017,
      Assigned B1, LGD 2-29%

   -- Outlook, Stable (unchanged)

Telx's B3 rating reflects its small scale, high capital intensity
and negative free cash flow and high leverage. These limiting
factors are offset by Telx's stable base of contracted recurring
revenues, its strategic real estate holdings in key communications
hubs, the strong industry growth within the data center market and
the inherent operating leverage of the business model.

The incremental $75 million in debt will result in higher cash
interest expense which will reduce Telx's ability to reinvest into
the business. However, the cash proceeds from the transaction will
allow the company to restore the cash cushion it had prior the
September 2011 LBO and will strengthen its liquidity profile. The
company is expected to use some of the proceeds to repay
borrowings on the revolver, but leverage will remain over 7x
(Moody's Adjusted) through year-end 2012.

Moody's rates the senior secured term loan and revolving credit
facility B1, two notches above the CFR due to its priority claim
on assets and the loss protection provided by the $180 million
unrated senior unsecured notes.

Telx is anticipated to have good liquidity over the next 12-18
months. Moody's expects that capital expenditures will fall
sharply in the second half of 2012, a key factor in Moody's
liquidity assessment and current ratings. At the close of the
transaction, Telx is expected to have approximately $50 million of
cash on hand and an undrawn $50 million revolver.

The stable outlook reflects Moody's expectation that strong
industry demand will continue to result in revenue growth, higher
space utilization and higher EBITDA over the next 12-18 months.

Moody's could raise Telx's ratings if the company transitioned to
sustainable positive free cash flow, or if leverage were to trend
below 6x on a sustainable basis amidst stable operations and
adequate liquidity. The ratings could be lowered if liquidity were
to become strained, if industry pricing were to deteriorate due to
competitive pressure or if the company were to increase leverage.

The principal methodology used in rating Telx Group was the Global
Communications Infrastructure Industry Methodology published in
June 2011. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in New York, NY, Telx Group is a provider of network
neutral interconnection and co-location services.


TENET HEALTHCARE: BlackRock Equity Stake Drops to 6.4%
------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that, as of
Dec. 30, 2011, it beneficially owns 27,674,892 shares of common
stock of Tenet Healthcare Corp representing 6.37% of the shares
outstanding.  As previously reported by the TCR on Sept. 13, 2011,
BlackRock disclosed beneficial ownership of 52,349,296 shares.  A
full-text copy of the amended filing is available for free at:

                        http://is.gd/k86UIs

                       About Tenet Healthcare

Dallas, Texas-based Tenet Healthcare Corporation (NYSE: THC) --
http://www.tenethealth.com/-- is a health care services company
whose subsidiaries and affiliates own and operate acute care
hospitals, ambulatory surgery centers and diagnostic imaging
centers.

"Volume growth was very strong in our third quarter," said Trevor
Fetter, president and chief executive officer.  "Adjusted
admissions growth of 2.3 percent and surgery growth of 3.2 percent
drove a 3.5 percent increase in net operating revenues.  This top
line growth was further leveraged by excellent cost control and
attractive pricing increases in our new contracts with commercial
managed care payers.  Given this progress across our key
performance metrics, we are pleased to reconfirm our 2011 EBITDA
Outlook in a range of $1.175 billion to $1.275 billion."

The Company's balance sheet at Sept. 30, 2011, showed $8.29
billion in total assets, $6.51 billion in total liabilities, $16
million in redeemable noncontrolling interests in equity of
consolidated subsidiaries, and $1.76 billion in total equity.

                           *     *     *

As reported by the TCR on Aug. 5, 2010, Moody's Investors Service
affirmed its 'B2' corporate family rating for Tenet.  The rating
reflects Moody's expectation that the Company will likely see
positive free cash flow for the full year ending Dec. 31,
2010, as operating results continue to improve and litigation
settlement payments end in the third quarter.  However, the
ratings also consider the significant headwinds facing the
company, and the sector as a whole, with respect to increasing bad
debt expense, weak volume trends and changes in mix as commercial
volumes decline.

S&P's corporate credit rating on Tenet is 'B' and remains
unchanged.  The ratings agency noted that while the Company has
experience recent successes to date of a multiyear turnaround
effort, the Company has a still-weak business risk profile and
high financial leverage.

Fitch Ratings has issued its Recovery Rating review of the U.S.
Healthcare sector.  This review includes an analysis of valuation
multiples, EBITDA discounts applied, and detailed recovery
worksheets for issuers with a Fitch Issuer Default Rating of 'B+'
or lower in this sector.

Fitch Ratings has placed Tenet Healthcare Corp.'s ratings on
Rating Watch Positive.  Tenet's existing ratings are Issuer
Default Rating 'B-'; Secured bank facility 'BB-/RR1'; Senior
secured notes 'BB-/RR1'; Senior unsecured notes 'B/RR3.  The
ratings apply to approximately $4.3 billion of debt outstanding as
of Sept. 30, 2010.


THELEN LLP: Trustee, DOL Near Deal on Pension Administrator
-----------------------------------------------------------
Martin Bricketto at Bankruptcy Law360 reports that the U.S.
Department of Labor said Friday that it's close to settling a
dispute with Thelen LLP's Chapter 7 trustee over the appointment
of a new administrator for three Thelen pension plans ? a job that
the trustee presently handles.

Law360 relates that both parties felt an independent fiduciary for
the plans was necessary, but the DOL said trustee Yann Geron
breached fiduciary duties under the Employee Retirement Income
Security Act by selecting his own firm, Fox Rothschild LLP, to
provide services to the plans for a fee.

                      About Thelen LLP

Thelen LLP, formerly known as Thelen Reid Brown Raysman & Steiner
-- http://thelen.com/-- is a bicoastal American law firm in
process of dissolution.  It was formed as a product between two
mergers between California and New York-based law firms, mostly
recently in 2006.  Its headcount peaked at roughly 600 attorneys
in 2006, and had 500 early in 2008, with offices in eight cities
in the United States, England and China.

As reported by the Troubled Company Reporter on Sept. 22, 2009,
Thelen LLP filed for Chapter 7 protection, after its partnership
agreed to dissolve the Company.  The filing was expected due to
the timing of a writ of attachment filed by one of Thelen's
landlords, entitling the landlord to $25 million of the Company's
assets.  The landlord won approval for that writ in June 2009, but
Thelen could void the writ by filing for bankruptcy within 90 days
of that court ruling.  Thelen, according to AM Law Daily, has
repaid most of its debt to its lending banks.


THIRD STREET: Ch.11 Trustee Seeks to Close Down Two Facilities
--------------------------------------------------------------
Howard B. Grobstein, Esq., the Chapter 11 trustee appointed in the
reorganization case of Third Street Treatment Partners LLC, filed
an emergency motion to close down the two sober living facilities
run by the Debtor.  The facilities are located in 1532 Decker
Canyon Road Malibu, California and in 4067 Third Street, Los
Angeles, California.

The trustee seeks authority to close the business, permit the
relocation of the clients who remain in the two facilities to
comparable facilities, and to permit those clients to take with
them the medication that has been prescribed to them.

The emergency motion is made on the grounds that there is no money
to fund the business operations and care for the clients, and it
necessary for the clients to be able to relocate to other
facilities and to take their prescribed medication with them.

An involuntary petition was filed against Third Street Treatment
Partners LLC (Bankr. C.D. Calif. Case No. 11-62083) on Dec. 23,
2011, by creditors Thomas Hedlund, Lee McCormack, Jerald
Salisbury, Executive Treatment Corporation, Carolyn Rae Cole, and
Clifford Brodsky. Bankruptcy Judge Sheri Bluebond presides over
the case.  The petitioners are represented by Dean G. Rallis Jr.,
Esq., at SulmeyerKupetz.  Jerome S. Cohen, Esq., represents the
Debtor.

On Feb. 1, 2012, U.S. Bankruptcy Judge Hon. Sheri Bluebond entered
an order approving the appointment of the Chapter 11 trustee.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed
Howard B. Grobstein, Esq., as the Chapter 11 trustee in the
reorganization case of Third Street Treatment Partners LLC.


THORNBURG MORTGAGE: Trustee Inks $6.5MM Deal With Former Execs
--------------------------------------------------------------
The bankruptcy trustee winding down Thornburg Mortgage Inc. has
agreed to settle a lawsuit against the company's former executives
and its outside legal firm.

The lawsuit alleged the former executives engaged in a conspiracy
to secretly use the failed mortgage company's employees and assets
to launch a new company.

Lance Duroni at Bankruptcy Law360 reports that the Chapter 11
trustee for TMST Inc. minted a $6.5 million settlement Monday
resolving a lawsuit that alleged the bankrupt real estate
investment trust's former brass and their counsel Orrick
Herrington & Sutcliffe LLP conspired to loot the company on the
eve of bankruptcy.

In a motion to approve the settlement filed in Maryland bankruptcy
court, trustee Joel Sher said the deal resolved all claims and
counterclaims in the suit, including those against former TMST CEO
Larry Goldstone and Chairman Garrett Thornburg, according to
Law360.

                       About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11
bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009.
Thornburg changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, served as counsel to
Thornburg Mortgage.  Orrick, Herrington & Sutcliffe LLP served as
special counsel.  Jim Murray, and David Hilty, at Houlihan Lokey
Howard & Zukin Capital, Inc., served as investment banker and
financial advisor.  Protiviti Inc. served as financial advisory
services.  KPMG LLP served as the tax consultant.  Epiq Systems,
Inc., serves claims and noticing agent.  Thornburg disclosed total
assets of $24.4 billion and total debts of $24.7 billion, as of
Jan. 31, 2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.  He is represented by Shapiro Sher Guinot &
Sandler.


TIMMINCO LIMITED: Nears Deal With QSI on Stalking Horse Bid
-----------------------------------------------------------
Timminco Limited and its wholly-owned subsidiary Becancour Silicon
Inc. disclosed that it will continue discussions exclusively with
QSI Partners Inc. until Feb. 13, 2012, regarding a definitive
stalking horse bid for the acquisition of substantially all of the
Company's business and assets, including its interests in Quebec
Silicon Limited Partnership and Timminco Solar.

QSI Partners was originally granted the exclusive right to conduct
due diligence and negotiate a stalking horse bid with the Company,
pursuant to the terms of the debtor-in-possession financing of
US$4.25 million that QSI Partners committed to provide to the
Company, in connection with the proceedings commenced by the
Company under the Companies' Creditors Arrangement Act.  The
Company received an indicative bid from QSI Partners on Jan. 31,
2012 and has been actively pursuing negotiations with QSI Partners
since then.  The additional extension of the exclusivity period to
Feb. 13, 2012 will permit the parties to further their
negotiations and documentation of a definitive stalking horse bid.

"We are pleased with the progress we have made in our discussions
with QSI Partners regarding their interest in acquiring
substantially all of our business and assets," said Mr. Douglas A.
Fastuca, Chief Executive Officer of the Company.

Neither the Company nor QSI Partners is under any obligation to
execute any definitive stalking horse purchase agreement for all
or any portion of the Company's business or assets. Other
interested parties will have an opportunity to bid on the
Company's business and assets after the end of the exclusivity
period with QSI Partners.  The Company intends to seek approval
from the Ontario Superior Court of Justice (Commercial Division)
(the "Court") approving a marketing process after the expiry of
such exclusivity period.

                         About Timminco

Timminco produces silicon metal for the chemical (silicones),
aluminum and electronics/solar industries, through its 51%-owned
production partnership with Dow Corning, known as Quebec Silicon.
Timminco is also a producer of solar grade silicon, using its
proprietary technology for purifying silicon metal, for the solar
photovoltaic energy industry, through Timminco Solar, a division
of its wholly owned subsidiary Becancour Silicon.

Timminco Limited and its wholly-owned subsidiary, Becancour
Silicon Inc. on Jan. 2, 2012, commenced proceedings under the
Companies' Creditors Arrangement Act.  Pursuant to the initial
order, FTI Consulting Canada Inc. has been appointed as monitor in
the CCAA proceedings.


TOURO INFIRMARY: S&P Retains 'BB+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'AA-' issuer
credit rating to Children's Hospital in New Orleans (Children's),
La. Children's sole member is Louisiana Children's Medical
Center (LCMC), whose two entities are Children's and Touro
Infirmary (BB+). The rating on Children's also incorporates the
financial profile of the consolidated system, LCMC. The outlook is
stable.

"The 'AA-' rating reflects our view of Children's very strong
balance sheet with no debt, strong liquidity, historically good
excess income, and solid market position as the only stand-alone
children's hospital in Louisiana with a dominant market share in
the New Orleans metro area," said Standard & Poor's credit analyst
Suzie Desai. "The 'AA-' rating also incorporates Children's
smaller revenue base as well as light operations," Ms. Desai
added.

"The stable outlook reflects our view of Children's and LCMC's
strong balance sheet, Children's very good business position, and
good excess income levels for both LCMC and Children's," S&P said.


TOWN CENTER: U.S. Bank, et al., Seek Case Conversion or Dismissal
-----------------------------------------------------------------
Landmark at Doral Community Development District; U.S. Bank
National Association; and Florida Prime Holdings, LLC are seeking
the conversion or dismissal of the Chapter 11 cases of Town Center
at Doral, LLC, et al.

The Movants assert that the bankruptcy proceedings lack good faith
by virtue of Isaac Kodsi's self dealing with Terra World
Investments LLC.

The Movants pointed out that Mr. Kodsi, vice president to the
Debtors, admitted in a deposition taken on Jan. 12, 2012, that
Terra World, the plan sponsor, is paying him $100,000 plus a
$150,000 "success fee" if the plan of reorganization sponsored by
Terra is approved.

"Said otherwise, Kodsi and Terra developed a scheme, pre-petition,
to file a Chapter 11 proceeding so that the Debtors could transfer
the underlying real estate assets and corollary development rights
to Terra; block any potential bids for the Debtors' assets in
derogation of the fiduciary duties that the Debtors owe to their
creditors, and ensure that the District is stripped of its rights
to credit bid," says Patricia A. Redmond, Esq., at Stearns Weaver
Miller Weissler Alhadeff & Sitterson, P.A., in Miami Florida.

The U.S. Bankruptcy Court for the Southern District of Florida is
set to convene a hearing on March 5, 2012, to consider the
Movant's request.

Counsel for the District is:

          Patricia A. Redmond, Esq.
          STEARNS WEAVER MILLER WEISSLER ARNSTEIN & LEHR LLP
          Museum Tower, Suite 2200
          150 West Flagler Street
          Miami, Florida 33130
          Tel No.: (305) 789-3553
          Fax No.: (305) 789-3395
          E-mail: predmond@stearnsweaver.com

Counsel for U.S. Bank, as indenture trustee, are:

          John B. Hutton, III, Esq.
          John R. Dodd, Esq.
          GREENBERG TRAURIG, P.A.
          333 Avenue of the Americas
          Miami, Florida 33131
          Tel No.: (305) 579-0730
          Fax No.: (305) 579-0717
          E-mail: huttonj@gtlaw.com
                  doddj@gtlaw.com

Counsel for Florida Prime Holdings is:

          Phillip M. Hudson, Esq.
          ARNSTEIN & LEHR LLP
          200 South Biscayne Boulevard, Suite 3600
          Miami, Florida 33131
          Tel No.: (305) 374-3330
          Fax No.: (305) 374-4777
          E-Mail: pmhudson@arnstein.com

                         About Town Center

Town Center at Doral, LLC, Landmark at Doral East, LLC, Landmark
at Doral South, LLC, Landmark Club at Doral, LLC, and Landmark at
Doral Developers, LLC, companies associated with the aborted
Landmark at Doral development, filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case Nos. 11-35884 to 11-35888) on Sept. 19,
2011, almost three years after AmTrust Bank sought to foreclose on
the project.  Town Center at Doral, LLC, posted assets of
$29,297,300 and liabilities of $166,133,171.  Isaac Kodsi signed
the petitions as vice president.

The Property consists of 16 individual tracts of land that remain
undeveloped with the exception of an unfinished 4-level parking
garage. Prior to the Petition Date, the Debtors had sought and
obtained approvals for the development of residential units
(townhomes and condominiums), retail/office/mixed use, and flex
office at the Property.

Mindy A. Mora, Esq., and Tara V. Trevorrow, Esq., at Bilzin
Sumberg Baena Price & Axelrod, LLP, in Miami, serve as counsel to
the Debtors.

Glenn D. Moses, Esq., at Genovese, Joblove & Battista, P.A., IN
Miami, represents the official committee of unsecured creditors.

Cleveland, Ohio-based AmTrust filed for foreclosure in
October 2008 based on the $124.4 million in mortgages that were
granted the developer in 2005.  Several projects started by EB
Developers fell into foreclosure after owner and CEO Elie Berdugo
died in February 2008.


TOWN MASONRY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Town Masonry Corp.
        711 South Columbus Avenue
        Mt. Vernon, NY 10550

Bankruptcy Case No.: 12-22304

Chapter 11 Petition Date: February 9, 2012

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

Judge: Robert D. Drain

Debtor's Counsel: Marc A. Pergament, Esq.
                  WEINBERG, GROSS & PERGAMENT, LLP
                  400 Garden City Plaza, Suite 403
                  Garden City, NY 11530
                  Tel: (516) 877-2424
                  Fax: (516) 877-2460
                  E-mail: mpergament@wgplaw.com

Estimated Assets: Not Stated

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

The Company?s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nysb12-22304.pdf

The petition was signed by Mark LaSala, president.

TRAILER BRIDGE: Files Final Version of Chapter 11 Plan
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Trailer Bridge Inc. filed a revised Chapter 11 plan
last week along with an updated disclosure statement.  The
bankruptcy court in Jacksonville, Florida scheduled a March 16
confirmation hearing to approve both the disclosure statement and
the plan.  If creditors accept and the plan is technically proper,
secured noteholders owed $86.3 million will receive a new secured
note for $65 million plus some of the new stock, for a projected
75% recovery.  Unsecured claims, not including noteholders'
deficiency claims, total $4.5 million to $6.5 million.  Unsecured
creditors are to split up $3.5 million cash.  If they don't take
home a 85% recovery in cash, they also receive some of the new
stock and warrants.  The projected recovery for unsecured
creditors is 65% to 95%.  If unsecured creditors accept the plan
and receive 85% cash, existing shareholders will receive 15 cents
for each old share, or some of the new stock.  The reorganized
company will be financed with a $31 million credit, to be used
partly to make payments under the plan.

                       About Trailer Bridge

Jacksonville, Fla.-based Trailer Bridge, Inc. --
http://www.trailerbridge.com/-- provides integrated trucking and
marine freight service to and from all points in the lower 48
states and Puerto Rico and Dominican Republic.  This total
transportation system utilizes its own trucks, drivers, trailers,
containers and U.S. flag vessels to link the mainland with Puerto
Rico via marine facilities in Jacksonville, San Juan and Puerto
Plata.

Trailer Bridge filed a voluntary Chapter 11 petition (Bankr. M.D.
Fla. Case No. 11-08348) on Nov. 16, 2011, one day after its
$82.5 million 9.25% Senior Secured Notes became due.

Judge Jerry A. Funk presides over the case.  Gardner F. Davis,
Esq., at Foley & Lardner LLP, and DLA Piper LLP (US) serve as the
Debtor's counsel.  Global Hunter Securities LLC serves as the
Debtor's investment banker.  RAS Management Advisors LLC serves as
the Debtor's financial advisor.  The Debtor disclosed $97,345,981
in assets, and $112,538,934 in liabilities.  The petition was
signed by Mark A. Tanner, co-chief executive officer.

The Official Committee of Unsecured Creditors is represented by
Richard R. Thames, Esq., at Stutsman Thames & Markey, P.A., in
Jackson, Florida.


TRAILER BRIDGE: Panel Taps GlassRatner Advisory Financial Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Trailer Bridge, Inc., asks the U.S. Bankruptcy Court for
the Middle District of Florida for permission to retain
GlassRatner Advisory & Capital Group, LLC as its financial
advisor.

GlassRatner will, among other things:

   -- evaluate the assets and liabilities of the Debtor;

   -- analyze and review the financial and operating statements of
      the Debtor; and

   -- analyze business plans and forecasts prepared and filed on
      behalf of the Debtor.

The primary principal designated by GlassRatner to assist with the
project is James W. Fox.

Subject to the Court's approval, GlassRatner will be entitled to
these consideration for its services:

   -- Compensation.  GlassRatner's standard hourly billing rates
      range from $95 to $495.  Rates for the professionals that
      may be involved in the matter are:

         Ian Ratner, CPA                    $495
         James Fox                          $460
         Sean Allen, CFA, CPA               $285
         Managers                       $195 - 275
         Associates and Other Staff      $95 - $175

   -- Indemnification.  To the extent permitted by the Bankruptcy
      Court and Code, the Committee agrees to indemnify and hold
      harmless GlassRatner (including any employees or affiliated
      persons) from and against all claims, liabilities, losses
      and damages arising out of our services performed upon the
      Committee's behalf except to the extent caused by gross
      negligence or willful misconduct by us.

To the best of the Committee's knowledge, GlassRatner has not
represented and has no relationship with: (i) the Debtor; (ii) its
respective creditors or equity security holders; (iii) any other
parties-in-interest in the case; (iv) the respective attorneys and
accountants of any of the foregoing; or (v) the United States
Trustee or any other person employed in the Office of the United
States Trustee.

                       About Trailer Bridge

Headquartered in Jacksonville, Florida, Trailer Bridge, Inc. --
http://www.trailerbridge.com/-- provides integrated trucking and
marine freight service to and from all points in the lower 48
states and Puerto Rico and Dominican Republic.  This total
transportation system utilizes its own trucks, drivers, trailers,
containers and U.S. flag vessels to link the mainland with Puerto
Rico via marine facilities in Jacksonville, San Juan and Puerto
Plata.

Trailer Bridge filed a voluntary Chapter 11 petition (Bankr. M.D.
Fla. Case No. 11-08348) on Nov. 16, 2011, one day after its
$82.5 million 9.25% Senior Secured Notes became due.

Judge Jerry A. Funk presides over the case.  Gardner F. Davis,
Esq., at Foley & Lardner LLP, and DLA Piper LLP (US) serve as the
Debtor's counsel.  Global Hunter Securities LLC serves as the
Debtor's investment banker.  RAS Management Advisors LLC serves as
the Debtor's financial advisor.  Kurtzman Carson Consultants LLC
serves as claims, noticing, and balloting agent.  The Debtor
disclosed $97,345,981 in assets, and $112,538,934 in liabilities.
The petition was signed by Mark A. Tanner, co-chief executive
officer.

The Court will hold a combined hearing on the Plan and Disclosure
Statement on March 16, 2012.  The Plan, which was filed in
January, proposes to give noteholders control of the company and
provide some recovery for shareholders.

On Dec. 6, 2011, the U.S. Trustee appointed the Official Committee
of Unsecured Creditors in the Debtor's case.


TRIAD GUARANTY: William Ratliff Discloses 20.4% Equity Stake
------------------------------------------------------------
William T. Ratliff, III, and his affiliates disclosed in an
amended Schedule 13G filing with the U.S. Securities and Exchange
Commission on Feb. 13, 2012, that they beneficially own 3,133,444,
shares of common stock of Triad Guaranty, Inc., representing 20.4%
of the shares outstanding.  A full-text copy of the filing is
available for free at http://is.gd/2IxeQm

                        About Triad Guaranty

Winston-Salem, N.C-based Triad Guaranty Inc. (OTC BB: TGIC)
-- http://www.triadguaranty.com/-- is a holding company that
historically provided private mortgage insurance coverage in the
United States through its wholly-owned subsidiary, Triad Guaranty
Insurance Corporation.  TGIC is a nationwide mortgage insurer
pursuing a run-off of its existing in-force book of business.

The Company reported a net loss of $46.83 million on
$150.20 million of revenue for the nine months ended Sept. 30,
2011, compared with net income of $105.32 million on
$206.04 million of revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$918.74 million in total assets, $1.54 billion in total
liabilities, and a $630.91 million deficit in assets.

Ernst & Young LLP expressed substantial doubt about the Company's
ability to continue as a going concern.  The Company is operating
the business in run-off under Corrective Orders with the Illinois
Department of Insurance and has reported a stockholders'
deficiency in assets at Dec. 31, 2010.

                        Bankruptcy Warning

A deficit in assets occurs when recorded liabilities exceed
recorded assets in financial statements prepared under GAAP.  A
deficiency in policyholders' surplus occurs when recorded
liabilities exceed recorded assets in financial statements
prepared under SAP.  A deficit in assets at any particular point
in time under GAAP is not necessarily a measure of insolvency.
However, the Company believes that if Triad were to report a
deficiency in policyholders' surplus under SAP for an extended
period of time, Illinois law may require the Department to seek
receivership of Triad, which could compel TGI to institute a
proceeding seeking relief from creditors under U.S. bankruptcy
laws, or otherwise consider dissolution of the Company.  The
second Corrective Order was designed in part to help Triad
maintain its policyholders' surplus.

The Company has prepared its financial statements on a going
concern basis under GAAP, which contemplates the realization of
assets and the satisfaction of liabilities and commitments in the
normal course of business.  However, there is substantial doubt as
to the Company's ability to continue as a going concern.  This
uncertainty is based on, among other things, the possible failure
of Triad to comply with the provisions of the Corrective Orders
and the Company's ability to generate enough income over the term
of the remaining run-off to overcome its $630.9 million deficit in
assets at Sept. 30, 2011.


TSC GLOBAL: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: TSC Global, LLC
          aka Monomoy Holdings III, LLC
        14045 Ballantyne Corporate Place, Suite 100
        Charlotte, NC 28277

Bankruptcy Case No.: 12-10505

Chapter 11 Petition Date: February 13, 2012

Affiliates that filed Chapter 11 petitions on February 12:

        Debtor                        Case No.
        ------                        --------
National Tool Warehouse, LLC          12-10480
TSC Holdings, LLC                     12-10481
TSC Solutions, Inc.                   12-10482
TSC Service Group, LLC                12-10483
WAM Development, LLC                  12-10484
Ascend Biotics, Inc.                  12-10485
Wire Shelf Additions, Inc.            12-10486
Mackinaw, Inc.                        12-10487
Fort Worth Associates, LLC            12-10488
TSC Sales & Marketing, LLC            12-10489

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Kevin Gross

Debtors'
Local
Delaware
Counsel: Christopher A. Ward, Esq.
                  POLSINELLI SHUGHART PC
                  222 Delaware Avenue, Suite 1101
                  Wilmington, DE 19801
                  Tel: (302) 252-0920
                  Fax: (302) 252-0921
                  E-mail: cward@polsinelli.com


Debtors'
Restructuring
Counsel:          McDONALD HOPKINS LLC

Debtors'
Financial
Advisor:          REALIZATION SERVICES, INC.

Debtors'
Investment
Banker:           LIVINGSTONE PARTNERS LLC

Lead Debtor's
Estimated Assets: $10,000,001 to $50,000,000

Lead Debtor's
Estimated Debts: $10,000,001 to $50,000,000

The petition was signed by Barry Kasoff, CEO and CRO.

The Company says it doesn't have unsecured creditors who are non-
insiders.


U.S. STEEL: Moody's Issues Summary Credit Opinion
-------------------------------------------------
This release represents Moody's Investors Service's summary credit
opinion on United States Steel Corporation and includes certain
regulatory disclosures regarding its ratings. This release does
not constitute any change in Moody's ratings or rating rationale
for United States Steel Corporation.

Moody's current ratings on United States Steel Corporation and its
affiliates are:

United States Steel Corporation

LT Corporate Family Ratings (domestic currency) Rating of Ba3

Probability of Default Rating of Ba3

Senior Unsecured (domestic currency) Rating of B1

LGD Senior Unsecured (domestic currency) Assessment of 67 - LGD4

Senior Unsec. Shelf (domestic currency) Rating of (P)B1

Speculative Grade Liquidity Rating of SGL-2

RATING RATIONALE

The Ba3 corporate family rating reflects U.S. Steel's position as
a major steel producer with a good diversity of products serving a
number of end users. It also recognizes that performance will
fluctuate quarterly given the composition of the company's fixed
price contracts and spot sales leading to inter reporting period
volatility. The company's good liquidity position provides further
support to the rating.

However, the rating also reflects the weak metrics exhibited by
the company and Moody's view that the return to stronger metrics
will be slow and erratic and will likely take at least 12 to 24
months. Moody's expects only gradual improvement in debt service
protection metrics and cash flow generation over the next 12 to 24
months for the following principal reasons: 1) challenges will
remain in the European operations given the weakness in the
European markets, concerns over sovereign debt issues and banking
issues and high raw material cost inputs given that these
operations are not self sufficient; 2) flat rolled performance in
the US will remain under pressure due largely to the increased
capacity coming on line from ThyssenKrupp's new plant, Severstal
Columbus's expansion, and the restart of RG Steels Sparrows Point
(a subsidiary of The Renco Group); 3) performance in the tubular
segment is likely to remain positive given increased drilling
activity but will not offset the challenges in the other key
segments and 4) key raw material input costs will remain high.

The rating also incorporates Moody's view that recovery in the
steel industry will continue to be choppy but that conditions will
not fall to levels experienced in late 2008 and 2009.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that the company's
debt protection metrics will continue to improve gradually over
the next 12-18 months, with greater advances in the first half of
2012 and a leveling off in the latter part of 2012 similar to the
pattern seen in 2010 and 2011. US Steel's position in the
automotive industry, mix of spot and contract sales, some of which
have a lag impact on quarterly performance, and tubular position
should continue to support performance.

WHAT COULD CHANGE THE RATING UP

Given where the company's metrics are relative to its rating, it
is unlikely that there could be an upward rating movement in the
next 12-18 months. The ratings could be upgraded should economic
conditions in the US and Europe strengthen to the point that
higher demand levels across the company's business units results
in a sustainable debt/EBITDA ratio of 3 times and an EBIT/interest
ratio of 2.5 times as well as maintenance of solid liquidity.

WHAT COULD CHANGE THE RATING DOWN

The rating could be downgraded if conditions in key areas such as
tubular and automotive deteriorate and debt protection measures
weaken from current levels such that debt/EBITDA remains greater
than 6x and EBIT/interest less than 1x. In addition, a material
contraction in the company's liquidity position could have a
negative impact on the rating.

The principal methodology used in rating United States Steel
Corporation was the Global Steel Industry Methodology published in
January 2009.


USEC INC: Security Investors Discloses 7.3% Equity Stake
--------------------------------------------------------
Security Investors, LLC, disclosed in an amended Schedule 13G
filing with the U.S. Securities and Exchange Commission that, as
of Dec. 31, 2011, it beneficially owns 8,904,284 shares of common
stock of USEC, Inc., representing 7.34% of the shares outstanding.
A full-text copy of the filing is available at http://is.gd/bFA41D

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

The Company reported a net loss of $44.70 million on $1.21 billion
of total revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $1.50 million on $1.37 billion of
total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $4.04
billion in total assets, $2.72 billion in total liabilities and
$1.32 billion in stockholders' equity.

                          *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's, and 'CCC+' long
term foreign issuer credit rating and 'CCC-' long term local
issuer credit rating, with outlook "developing", from Standard &
Poor's.

In May 2010, S&P said that its rating and outlook on USEC Inc. are
not affected by the announcement that Toshiba Corp. and Babcock &
Wilcox Investment Co., an affiliate of The Babcock & Wilcox Co.,
have signed a definitive investment agreement for $200 million
with USEC.


VITRO SAB: Bondholders Can Try to Collect $85MM, Judge Says
-----------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that a New York state
judge refused Friday to curtail efforts by hedge fund affiliates
to collect $84.5 million in unpaid bond interest from affiliates
of Vitro SAB de CV, even though American automakers warned that
the efforts could disrupt their supply chains.

                      About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer would be consummated
with a bankruptcy filing in Mexico and Chapter 15 filing in the
United States.  Vitro said noteholders would recover as much as
73% by exchanging existing debt for cash, new debt or convertible
bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push
through a plan to buy back or swap US$1.2 billion in debt from
bondholders based on the vote of US$1.9 billion of intercompany
debt when third-party creditors were opposed.  Vitro as a result
dismissed the first Chapter 15 petition following the ruling by
the Mexican court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-
11754).

The Vitro parent told the Mexico stock exchange that it received
sufficient acceptances of its reorganization pending in a court
in Monterrey.  The approval vote was evidently obtained using
claims of affiliates.  The bondholders are opposing the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.  Bondholders
previously cited an "independent analyst" who estimated the
Mexican plan was worth 49% to 54% of creditors' claims.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are
Vitro Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case
No.10-47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-
47473); Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-
47474); Super Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-
47475); Super Sky International, Inc. (Bankr. N.D. Tex. Case No.
10-47476); VVP Holdings, LLC (Bankr. N.D. Tex. Case No. 0-47477);
Amsilco Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478);
B.B.O. Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479);
Binswanger Glass Company (Bankr. N.D. Tex. Case No. 10-47480);
Crisa Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP
Finance Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP
Auto Glass, Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47484); and Vitro
Packaging, LLC (Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted to
liquidations in Chapter 7, court records in January 2012 show.
In December, the U.S. Trustee in Dallas filed a motion to convert
the subsidiaries' cases to liquidations in Chapter 7.  The Justice
Department's bankruptcy watchdog said $5.1 million in bills were
run up in bankruptcy and hadn't been paid.


                  Mexico Court Approves Plan

Mexican glassmaker Vitro SAB de CV won approval of its
reorganization plan by a judge in Monterrey, Mexico, the company
said in a statement Feb. 7, 2012.

The reorganization was being fought by holders of some of the $1.2
billion in defaulted bonds.  Bondholders were in opposition based
on an argument that the company created $1.9 billion in debt owing
by the parent to subsidiaries and used the affiliates' debt to
vote down opposition from bondholders. Bondholders also opposed
the plan would retain ownership.

Vitro characterized the ad hoc bondholder group as "vulture
investors" who have "an established pattern of highly litigious
behavior."


WALLDESIGN INC: Wants Borrow $1 Million from CEO
------------------------------------------------
Walldesign, Incorporated, asks the Bankruptcy Court to approve a
postpetition credit facility of up to $1,000,000, provided by its
Chief Executive Officer and sole shareholder, Michael Bello.  The
Loan has an interest rate of 5% per annum and has a maturity date
of June 30, 2012.

As security for the repayment of the DIP Loan, the Debtor grants
Mr. Bello a:

   (i) superpriority administrative expense claim pursuant to
       Section 364(c)(1) of the Bankruptcy Code;

  (ii) lien against all unencumbered assets pursuant to Section
       364(c)(2); and

(iii) a junior lien pursuant to Section 364(c)(3) against
       previously encumbered collateral.

The Debtor tells the Court it is facing difficulty collecting
certain receivables currently due and owing because many of its
customers refuse to pay for projects where subcontractors have
placed or threatened to place liens on the properties of the
owner.  Accordingly, the Debtor asserts that the proposed DIP
Financing is necessary to ensure its ability to meet its operating
expenses and sustain operations to complete projects and maximize
value for the estate.

The Debtor maintains that the proposed DIP Financing is not
illegal, nor is there any improper purpose.  According to the
Debtor, the proposed DIP Financing was negotiated at arm's-length
by the parties.

                         About Walldesign

Walldesign Inc., incorporated in 1983, has been in the business of
installing drywall, insulation, plaster and providing related
services to single and multi-family construction projects
throughout California, Nevada and Arizona for over 20 years.
Customers include some of the largest homebuilders in the United
States, such as Pulte, DR Horton, K. Hovnanian, Toll Brothers and
KB Homes.  In fiscal 2011, Walldesign generated more than $43.5
million in annual revenues.

Walldesign, based in Newport Beach, California, said the global
credit crisis that occurred in the third quarter of 2008 had a
severe negative impact on its business: capital for construction
projects dried up, buyers vacated the market for new homes and
profit margins on new jobs eroded.  Although it has significantly
downsized its operations in an effort to remain profitable in the
recessionary conditions, cash flow problems arose during this
process.  These problems slowed payments to vendors, precipitating
collection lawsuits forcing it to seek Chapter 11 protection
(Bankr. C.D. Calif. Case No. 12-10105) on Jan. 4, 2012.

Judge Robert N. Kwan presides over the case.  Marc J. Winthrop,
Esq., Sean A. O'Keefe, Esq., and Jeannie Kim, Esq., at Winthrop
Couchot, serve 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 Michael Bello, chief executive officer.

On Jan. 26, 2012, the Assistant U.S. Trustee for the Central
District of California formed an Official Committee of Unsecured
Creditors composing of Foam Concepts, Inc., Foam Designs, LLC,
Frazee Paint, The Chartis Companies and Painters & Allied Trades,
District Council 15.


WALLDESIGN INC: Wants to Hire Winthrop Couchot as General Counsel
-----------------------------------------------------------------
Walldesign, Inc., seeks permission from the Bankruptcy Court to
employ Winthrop Couchot Professional Corporation as its general
insolvency counsel.  The firm will, among other things:

   (a) advise and assist the Debtor with respect to compliance
       with the requirements of the Office of the United States
       Trustee;

   (b) advise the Debtor regarding matters of bankruptcy law,
       including the rights and remedies of the Debtor in regard
       to its assets and to the claims of its creditors;

   (c) conduct examinations of witnesses, claimants, or adverse
       parties and to prepare, and to assist the Debtor in the
       preparation of reports, accounts and pleadings related to
       the Debtor's case;

   (d) file motions, applications or other pleadings appropriate
       to effectuate the reorganization of the Debtor; and

   (e) assist the Debtor in the negotiation, formulation,
       confirmation, and implementation of a Chapter 11 plan
       including the sale, if any of its assets.

The firm's hourly billing rates are:

          Attorneys                      Hourly Rates
          ---------                      ------------
          Marc J. Winthrop                   $750
          Robert E. Opera                    $750
          Sean A O'Keefe, Of Counsel         $750
          Paul J. Couchot                    $750
          Richard H. Golubow                 $595
          Peter W. Lianides                  $595
          Garrick A. Hollander               $595
          Kavita Gupta                       $515
          Jill H. Golubow, Of Counsel        $395
          Jeannie Kim                        $325
          P.J. Marksbury. legal assistant    $270
          Legal Assistant Associates         $150

The firm has received a $130,000 retainer from the Debtor prior to
the Petition Date.

Garrick A. Hollander, a shareholder of Winthrop Couchot
Professional Corporation, attests to the Court that his firm does
not hold or represent any interest adverse to the Debtor or this
Chapter 11 case that would impair the firm's ability to
objectively perform professional services.

                         About Walldesign

Walldesign Inc., incorporated in 1983, has been in the business of
installing drywall, insulation, plaster and providing related
services to single and multi-family construction projects
throughout California, Nevada and Arizona for over 20 years.
Customers include some of the largest homebuilders in the United
States, such as Pulte, DR Horton, K. Hovnanian, Toll Brothers and
KB Homes.  In fiscal 2011, Walldesign generated more than $43.5
million in annual revenues.

Walldesign, based in Newport Beach, California, said the global
credit crisis that occurred in the third quarter of 2008 had a
severe negative impact on its business: capital for construction
projects dried up, buyers vacated the market for new homes and
profit margins on new jobs eroded.  Although it has significantly
downsized its operations in an effort to remain profitable in the
recessionary conditions, cash flow problems arose during this
process.  These problems slowed payments to vendors, precipitating
collection lawsuits forcing it to seek Chapter 11 protection
(Bankr. C.D. Calif. Case No. 12-10105) on Jan. 4, 2012.

Judge Robert N. Kwan presides over the case.  Marc J. Winthrop,
Esq., Sean A. O'Keefe, Esq., and Jeannie Kim, Esq., at Winthrop
Couchot, serve 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 Michael Bello, chief executive officer.

On Jan. 26, 2012, the Assistant U.S. Trustee for the Central
District of California formed an Official Committee of Unsecured
Creditors composing of Foam Concepts, Inc., Foam Designs, LLC,
Frazee Paint, The Chartis Companies and Painters & Allied Trades,
District Council 15.


WASHINGTON LOOP: Trustee OK'd to Employ Douglas Wilson as Broker
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Louis X. Amato, in his capacity as Chapter 11 Trustee
for Washington Loop, LLC, et al., to employ Douglas Wilson
Companies as broker for the purpose of facilitating the sale of
the Debtors' assets, including the critical tasks of marketing the
assets and managing the bids of interested buyers.

As reported in the Troubled Company Reporter on Dec. 15, 2011, the
Debtors' assets consist primarily of a 474 acre silica mine
and related personal property located at Punta Gorda, Florida.

Pursuant to the Marketing Proposal, Douglas Wilson would receive,
as compensation for its services as broker, a commission in the
amount of 1.5% of the total consideration from any sale in an
amount of more than $30,000,000.  Douglas Wilson would also
require payment in the amount of $5,000 to cover the costs of an
outside mine consultant.  Any additional costs incurred by the
outside consultant would be paid by Douglas Wilson from its
commission.

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

                      About Washington Loop

Punta Gorda, Florida-based Washington Loop, LLC, operates an
aggregate mine in Charlotte County, Florida.  The Company owns two
parcels of real property and improvements -- the Loop Property and
the Mirror Lakes Property -- which, together, comprise roughly 474
adjoining acres in Punta Gorda, Charlotte County.  The Company
filed for Chapter 11 bankruptcy protection on March 31, 2011
(Bankr. M.D. Fla. Case No. 11-06053).  Judge Jeffery P. Hopkins
presides over the case. Steven M. Berman, Esq., and Hugo S.
deBeaubien, Esq., at Shumaker, Loop & Kendrick, LLP, in Tampa,
Fla., represent the Debtor as counsel.  The Debtor disclosed
$45,098,259 in assets and $19,703,694 in liabilities as of the
Chapter 11 filing.

The Debtor was dismissed from a prior Chapter 11 case (Case No.
10-27981) by order of the Court entered on March 17, 2011.  In the
prior Chapter 11 case, the Debtor's Schedule F, as filed under
penalty of perjury, listed some 34 general unsecured creditors
totaling claims of $1,953,354.  All Schedule F debts were listed
as non-contingent, liquidated, and undisputed.

The Debtor now declares that all Schedule F debts are
unliquidated.  These schedules were filed no less than two weeks
after the dismissal of the prior Chapter 11 case, and only six
weeks after the Debtor filed its Schedule F in that case.

Don Walton, the United States Trustee for Region 21, and Charles
A. Robinson Living Trust, creditor and interest holder against
Washington Loop, filed separate requests to convert the Debtor's
2011 Chapter 11 reorganization case to Chapter 7 liquidation.

Washington Loop filed with the Court a Chapter 11 plan and an
explanatory disclosure statement on Aug. 18, 2011.  The Troubled
Company Reporter published a summary of the Plan in its Sept. 6,
2011 edition.  The Plan is a reorganization plan accomplished
through the continuation of the Debtor's primary business: the
mining of the 750-acre property in Punta Gorda, Florida.  The
Debtor seeks to accomplish payment under the Plan primarily from
the proceeds of the sale of mining materials and or the refinance
of the Washington Loop Property.

The Plan proposes to pay secured creditors -- ROBBIE, Mirror Lakes
V, Mike Treworgy and Wells Fargo Equip Finance -- the present
value of their claim at a market interest rate over an 84-month
period through net income generated from the mining operation and
through a sale or refinance of the Washington Loop Property.  The
Effective Date of the proposed Plan is Dec. 15, 2011.  The first
payment due under the plan is Jan. 15, 2012.  Allowed Class 8
General Unsecured Claims will receive 100% of their allowed claim
on or before the 84th month following the Effective Date.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?76c8

On Sept. 19, 2011, the Court appointed of Louis X. Amato as
Chapter 11 trustee, which is represented by Shumaker, Loop &
Kendrick, LLP.  The trustee tapped Rock Enterprises, Inc., as
engineering consultant, Joseph R. Schortz, C.P.A, PLLC, as
accountants, Douglas Wilson Companies as broker, and Lovina Lehr
as consultant.

No committee has been appointed in either of the Debtors' cases.


WASHINGTON LOOP: Trustee Can Hire Lovina Lehr as Consultant
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Louis X. Amato, Chapter 11 Trustee for Washington Loop,
LLC, et al., to employ Lovina Lehr as consultant nunc pro tunc to
Oct. 1, 2011.

As reported in the Troubled Company Reporter on Dec. 15, 2011,
Ms. Lehr is a principal of the Debtor and was primarily
responsible for overseeing and managing the Debtor's operations
from before the Petition Date through Sept. 18, 2011.

The Trustee believes that the value of Ms. Lehr's services to be
rendered to the Debtor as a consultant is approximately $3,000 per
month.

                      About Washington Loop

Punta Gorda, Florida-based Washington Loop, LLC, operates an
aggregate mine in Charlotte County, Florida.  The Company owns two
parcels of real property and improvements -- the Loop Property and
the Mirror Lakes Property -- which, together, comprise roughly 474
adjoining acres in Punta Gorda, Charlotte County.  The Company
filed for Chapter 11 bankruptcy protection on March 31, 2011
(Bankr. M.D. Fla. Case No. 11-06053).  Judge Jeffery P. Hopkins
presides over the case. Steven M. Berman, Esq., and Hugo S.
deBeaubien, Esq., at Shumaker, Loop & Kendrick, LLP, in Tampa,
Fla., represent the Debtor as counsel.  The Debtor disclosed
$45,098,259 in assets and $19,703,694 in liabilities as of the
Chapter 11 filing.

The Debtor was dismissed from a prior Chapter 11 case (Case No.
10-27981) by order of the Court entered on March 17, 2011.  In the
prior Chapter 11 case, the Debtor's Schedule F, as filed under
penalty of perjury, listed some 34 general unsecured creditors
totaling claims of $1,953,354.  All Schedule F debts were listed
as non-contingent, liquidated, and undisputed.

The Debtor now declares that all Schedule F debts are
unliquidated.  These schedules were filed no less than two weeks
after the dismissal of the prior Chapter 11 case, and only six
weeks after the Debtor filed its Schedule F in that case.

Don Walton, the United States Trustee for Region 21, and Charles
A. Robinson Living Trust, creditor and interest holder against
Washington Loop, filed separate requests to convert the Debtor's
2011 Chapter 11 reorganization case to Chapter 7 liquidation.

Washington Loop filed with the Court a Chapter 11 plan and an
explanatory disclosure statement on Aug. 18, 2011.  The Troubled
Company Reporter published a summary of the Plan in its Sept. 6,
2011 edition.  The Plan is a reorganization plan accomplished
through the continuation of the Debtor's primary business: the
mining of the 750-acre property in Punta Gorda, Florida.  The
Debtor seeks to accomplish payment under the Plan primarily from
the proceeds of the sale of mining materials and or the refinance
of the Washington Loop Property.

The Plan proposes to pay secured creditors -- ROBBIE, Mirror Lakes
V, Mike Treworgy and Wells Fargo Equip Finance -- the present
value of their claim at a market interest rate over an 84-month
period through net income generated from the mining operation and
through a sale or refinance of the Washington Loop Property.  The
Effective Date of the proposed Plan is Dec. 15, 2011.  The first
payment due under the plan is Jan. 15, 2012.  Allowed Class 8
General Unsecured Claims will receive 100% of their allowed claim
on or before the 84th month following the Effective Date.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?76c8

On Sept. 19, 2011, the Court appointed of Louis X. Amato as
Chapter 11 trustee, which is represented by Shumaker, Loop &
Kendrick, LLP.  The trustee tapped Rock Enterprises, Inc., as
engineering consultant, Joseph R. Schortz, C.P.A, PLLC, as
accountants, Douglas Wilson Companies as broker, and Lovina Lehr
as consultant.


WASHINGTON LOOP: JRS CPA Approved as Ch. 11 Trustee's Accountants
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Louis X. Amato, in his capacity as Chapter 11 Trustee
for Washington Loop, LLC, et al., to employ Joseph R. Schortz,
CPA, PLLC as accountants.

As reported in the Troubled Company Reporter on Dec. 15, 2011, JRS
CPA will, among other things:

   (1) compile the annual and month-end balance sheets and the
       related statements of income, retained earnings, and cash
       flows, or any other court requested reports of the Debtor
       for the year 2011 and issue an accountant's report thereon
       in accordance with Statements on Standards for Accounting
       and Review Services issued by the American Institute of
       Certified Public Accountants;

   (2) prepare the federal income tax return with supporting
       schedules;

   (3) prepare the state tangible personal property tax return;
       and

   (4) prepare any bookkeeping entries that are necessary in
       connection with preparation of the income tax returns.

The firm's hourly rates are:

         Engagement Manager        $230
         Senior Associate          $170
         Associate                 $140
         Bookkeeper                $100

The trustee believes that although JRS CPA has performed
accounting services for the Debtor in the past, JRS CPA does not
hold any interest that are adverse to the Debtor or the Debtor's
estate.

                      About Washington Loop

Punta Gorda, Florida-based Washington Loop, LLC, operates an
aggregate mine in Charlotte County, Florida.  The Company owns two
parcels of real property and improvements -- the Loop Property and
the Mirror Lakes Property -- which, together, comprise roughly 474
adjoining acres in Punta Gorda, Charlotte County.  The Company
filed for Chapter 11 bankruptcy protection on March 31, 2011
(Bankr. M.D. Fla. Case No. 11-06053).  Judge Jeffery P. Hopkins
presides over the case. Steven M. Berman, Esq., and Hugo S.
deBeaubien, Esq., at Shumaker, Loop & Kendrick, LLP, in Tampa,
Fla., represent the Debtor as counsel.  The Debtor disclosed
$45,098,259 in assets and $19,703,694 in liabilities as of the
Chapter 11 filing.

The Debtor was dismissed from a prior Chapter 11 case (Case No.
10-27981) by order of the Court entered on March 17, 2011.  In the
prior Chapter 11 case, the Debtor's Schedule F, as filed under
penalty of perjury, listed some 34 general unsecured creditors
totaling claims of $1,953,354.  All Schedule F debts were listed
as non-contingent, liquidated, and undisputed.

The Debtor now declares that all Schedule F debts are
unliquidated.  These schedules were filed no less than two weeks
after the dismissal of the prior Chapter 11 case, and only six
weeks after the Debtor filed its Schedule F in that case.

Don Walton, the United States Trustee for Region 21, and Charles
A. Robinson Living Trust, creditor and interest holder against
Washington Loop, filed separate requests to convert the Debtor's
2011 Chapter 11 reorganization case to Chapter 7 liquidation.

Washington Loop filed with the Court a Chapter 11 plan and an
explanatory disclosure statement on Aug. 18, 2011.  The Troubled
Company Reporter published a summary of the Plan in its Sept. 6,
2011 edition.  The Plan is a reorganization plan accomplished
through the continuation of the Debtor's primary business: the
mining of the 750-acre property in Punta Gorda, Florida.  The
Debtor seeks to accomplish payment under the Plan primarily from
the proceeds of the sale of mining materials and or the refinance
of the Washington Loop Property.

The Plan proposes to pay secured creditors -- ROBBIE, Mirror Lakes
V, Mike Treworgy and Wells Fargo Equip Finance -- the present
value of their claim at a market interest rate over an 84-month
period through net income generated from the mining operation and
through a sale or refinance of the Washington Loop Property.  The
Effective Date of the proposed Plan is Dec. 15, 2011.  The first
payment due under the plan is Jan. 15, 2012.  Allowed Class 8
General Unsecured Claims will receive 100% of their allowed claim
on or before the 84th month following the Effective Date.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?76c8

On Sept. 19, 2011, the Court appointed of Louis X. Amato as
Chapter 11 trustee, which is represented by Shumaker, Loop &
Kendrick, LLP.  The trustee tapped Rock Enterprises, Inc., as
engineering consultant, Joseph R. Schortz, C.P.A, PLLC, as
accountants, Douglas Wilson Companies as broker, and Lovina Lehr
as consultant.


WASHINGTON MUTUAL: Plan Confirmation May Require Using Cramdown
---------------------------------------------------------------
Washington Mutual Inc. appears at a hearing today, Feb. 15, to
seek confirmation of its seventh amended reorganization plan.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy judge in Delaware will need to utilize
the cramdown process if WaMu is to emerge from Chapter 11.
Otherwise, WaMu, Mr. Rochelle notes, must convince the judge that
some preferred shareholders who voted against the plan shouldn't
have their votes counted.

The report relates that in the class of preferred shareholders,
62.2% in amount voted for the plan.  For the class to have voted
yes, bankruptcy law requires two-thirds approval.  Nonetheless,
the plan still can be approved using cramdown, which requires the
judge to conclude that preferred stockholders are receiving more
than they would through a liquidation of WaMu in Chapter 7.  Also,
employing cramdown requires the court to preclude common
shareholders from receiving what was offered to them in the plan.

WaMu, according to the report, said in a court filing this week
that it may ask the judge to disallow votes by some trust-
preferred security holders.  WaMu contends their "no" votes were
in protest against the ruling by the bankruptcy judge in January
2010 that their securities were automatically converted into
preferred stock of the holding company when the bank subsidiary
was taken over by regulators.  The trust-preferred holders are
appealing.

                      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.

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 has filed a Seventh Amended Plan but is yet to obtain
approval of that plan.

Records filed Jan. 24, 2012, say that Washington Mutual Inc.,
former owner of the biggest U.S. bank to fail, has spent $232.8
million on bankruptcy professionals since filing its Chapter 11
case in September 2008.


WESTMORELAND COAL: T. Rowe Price Discloses 5.6% Equity Stake
------------------------------------------------------------
T. Rowe Price Associates, Inc., disclosed in an amended Schedule
13G filing with the U.S. Securities and Exchange Commission that,
as of Dec. 31, 2011, it beneficially owns 774,320 shares of common
stock of Westmoreland Coal Co representing 5.6% of the shares
outstanding.  As previously reported by the TCR on April 16, 2010,
T. Rowe Price disclosed beneficial ownership of 757,700 shares.  A
full-text copy of the amended filing is available for free at:

                        http://is.gd/Xds8LV

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

The Company reported a net loss of $3.2 million on $506.1 million
of revenues for 2010, compared with a net loss of $29.2 million on
$443.4 million of revenues for 2009.  Operating income was
$20.5 million in 2010 compared to a loss of $31.8 million in 2009.

The Company also reported a net loss of $25.07 million on
$372.35 million of revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $621,000 on $378.15 million of
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $768.96
million in total assets, $286.46 million in total debt, and a
$174.36 million total deficit.

                         *     *     *

As reported in the TCR on March 4, 2011, Standard & Poor's Ratings
Services said that it assigned a 'CCC+' corporate credit rating to
Colorado Springs, Colorado-based Westmoreland Coal Co.  The rating
outlook is stable.


WHITE KNOLL: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: White Knoll Venture, Ltd.
        2664 Lacy Street
        Los Angeles, CA 90031

Bankruptcy Case No.: 12-14737

Chapter 11 Petition Date: February 9, 2012

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Peter Carroll

Debtor's Counsel: Alan W. Forsley, Esq.
                  FREDMAN KNUPFER LIEBERMAN LLP
                  1875 Century Park East, Suite 2200
                  Los Angeles, CA 90067
                  Tel: (310) 284-7350
                  E-mail: awf@fredmanlieberman.com

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

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

The petition was signed by Manuel Meza, president of Creative
Environments of Hollywood, Inc., general partner.

Debtor's List of Its Nine Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Creative Environments of           --                     $103,145
Hollywood, Inc.
2664 Lacy Street
Los Angeles, CA 90031

Miller Kaplan Arase & Co           --                       $6,788
4123 Lankershim Boulevard
North Hollywood, CA 91602

Law Offices of Pamela Mozer        --                       $5,675
2664 Lacy Street
Los Angeles, CA 90031

1800 Brand Associates Ltd.         --                       $4,719

Albert Joseph Tumpson              --                       $3,762

Hilrock Corporation                --                       $3,674

Airplus Engineering Consultants    Consulting               $2,300

Miyamoto International, Inc.       --                       $1,000

National Construction Rentals      --                         $350


* Lehman Makes Up 90% of All January Claims Trading
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lehman Brothers Holdings Inc. and its brokerage
subsidiary together accounted for almost $2 billion in traded
claims during January, or about 90% of the $2.2 billion in
bankruptcy claims that changed hands during the month.

The Lehman holding company by itself recorded 597 claims trades,
according to data compiled from court records by SecondMarket Inc.
In number of trades, liquidating discount retailer Syms Corp. came
in second place with 71 trades, or 12% of Lehman's figure.

In the past year, almost $32.2 billion in face amount of Lehman
claims were traded. Mesa Air Group Inc., in second place with $1.3
billion in traded claims, amounted to only 4% of Lehman's total.

Trades in January by face amount were the fewest since August,
SecondMarket said.


* Unclaimed Money Haunts Firms Winding Down in Bankruptcy
---------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the corpses of
companies that were too broke to pay their bills are resting on
piles of cash---and nobody agrees on what to do with it.


* Senator Asks Justice Department to Review Bankruptcy Bonuses
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that the top Republican on the
Senate Judiciary Committee asked Attorney General Eric Holder to
examine the Justice Department's efforts to enforce a law limiting
executive pay in certain bankruptcy cases.


* Jeffer Adds Two Lateral Partners in San Francisco Office
----------------------------------------------------------
Jeffer Mangels Butler & Mitchell LLP announced the addition of two
new partners in its San Francisco office: insolvency lawyer
Bennett Young, previously of Dewey & LeBoeuf and environmental
lawyer Jon Welner, formerly of Paul Hastings and Downey Brand.

Mr. Young has more than 30 years of experience representing
clients in insolvency matters. He is a former Chair of the
California State Bar's Insolvency Law Committee, is a past
president of the Northern California chapter of the Turnaround
Management Association and has been a member of the Bench-Bar
Liaison Committee for the United States Bankruptcy Court for the
Northern District of California and of the Board of Directors of
the Bay Area Bankruptcy Forum. He received his J.D. from Hastings
College of the Law and his B.A. from the University of California,
San Diego.

"I have known the bankruptcy lawyers at Jeffer Mangels for many
years and they are a first-rate group of skilled practitioners,"
said Mr. Young. "It is a great pleasure to become their partner."

Jon Welner has more than 15 years of experience representing
clients in all areas of environmental and natural resource law. He
represents manufacturers, project developers, renewable energy
companies, biotechnology companies, waste disposal and recycling
facilities, financial institutions, and a wide range of other
businesses on their most pressing environmental matters. He has
special expertise in conducting legal audits and developing
compliance systems, and in the early transfer and redevelopment of
former military bases. Welner also represents clients on complex
"prevailing wage" and public contracting matters. (Prevailing wage
laws regulate the wages paid to workers on publicly funded
construction projects.) Welner is on the Executive Committee of
the Environmental Law Section of the Bar Association of San
Francisco and numerous nonprofit boards including the Board of the
Osher Marin Jewish Community Center. He is a Planning Commissioner
of the Town of Tiburon. He received a J.D. from Stanford Law
School, where he was Associate Editor of the Stanford Law Review,
and a A.B., with Distinction, from Stanford University.

"JMBM's regulatory and land use practice is among the best in the
state," said Welner. "It offers a great platform from which to
serve my clients and continue to grow my practice."

"JMBM offers a strong and stable business platform that actively
helps lawyers build their practices with confidence," said Richard
A. Rogan, Co-Managing Partner of JMBM's San Francisco office. "We
continue to add self-supporting attorneys with the experience and
scope to serve the legal needs of the business and financial
community."


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Fernando Rodriguez
   Bankr. Bankr. D. Ariz. Case No. 2-12-bk-02638
      Chapter 11 Petition filed February 14, 2012

In re Preciosa Manez
   Bankr. C.D. Calif. Case No. 2-12-bk-15127
      Chapter 11 Petition filed February 14, 2012

In re David Blain
   Bankr. C.D. Calif. Case No. 8-12-bk-11856
      Chapter 11 Petition filed February 14, 2012

In re David Jones
   Bankr. S.D. Calif. Case No. 12-01921
      Chapter 11 Petition filed February 14, 2012

In re Joseph Lappin
   Bankr. M.D. Fla. Case No. 3-12-bk-00828
      Chapter 11 Petition filed February 14, 2012

In re R and D Partners, Inc.
   Bankr. N.D. Ga. Case No. 12-53976
      Chapter 11 Petition filed February 14, 2012
         See http://bankrupt.com/misc/ganb12-53976.pdf
         represented by Beth E. Rogers, Esq.
                        Rogers Law Offices
                        E-mail: brogers@berlawoffice.com

In re Second Chance Development LLC
   Bankr. N.D. Ill. Case No. 12-05248
      Chapter 11 Petition filed February 14, 2012
         See http://bankrupt.com/misc/ilnb12-05248.pdf
         Filed pro se

In re Morris Senior Living, LLC
   Bankr. N.D. Ill. Case No. 12-05364
      Chapter 11 Petition filed February 14, 2012
         See http://bankrupt.com/misc/ilnb12-05364.pdf
             http://bankrupt.com/misc/ilnb12-05364-list.pdf
          represented by Ethan Ostrow, Esq.
                        Brown, Udell, Pomerantz & Delrahim, Ltd.
                        E-mail: eostrow@bupdlaw.com

In re Bret Wyss
   Bankr. E.D. Mich. Case No. 12-43180
      Chapter 11 Petition filed February 14, 2012

In re AFRODITI LEDSTROM
   Bankr. D. Nev. Case No. 12-11672
      Chapter 11 Petition filed February 14, 2012

In re Solon Industrial Grinding, Inc.
   Bankr. N.D. Ohio Case No. 12-50446
      Chapter 11 Petition filed February 14, 2012
         See http://bankrupt.com/misc/ohnb12-50446.pdf
         represented by Kenneth J Freeman, Esq.
                        E-mail: kjfcolpa@aol.com

In re Virginia Skala
   Bankr. N.D. Ohio Case No. 12-10959
      Chapter 11 Petition filed February 14, 2012

In re Christian Bilingual Academy-MCI, INC
   Bankr. D. P.R. Case No. 12-01039
      Chapter 11 Petition filed February 14, 2012
         See http://bankrupt.com/misc/prb12-01039.pdf
         represented by Nydia Gonzalez Ortiz, Esq.
                        SANTIAGO & GONZALEZ
                        E-mail: sgecf@yahoo.com

In re Alper Karaali
   Bankr. S.D. Tex. Case No. 12-31228
      Chapter 11 Petition filed February 14, 2012



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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