TCR_Public/120220.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, February 20, 2012, Vol. 16, No. 50

                            Headlines

17315 COLLINS: Wants to Employ Meland Russin as Counsel
17315 COLLINS: Files Schedules of Assets and Liabilities
4KIDS ENTERTAINMENT: Dimensional No Longer a 5% Shareholder
4KIDS ENTERTAINMENT: Hershey Strategic Owns 6.7% of Common Stock
4KIDS ENTERTAINMENT: Lloyd Miller Owns 7.3% of Common Shares

544 BEACHWAY: Case Summary & 20 Largest Unsecured Creditors
6011 KENMORE: Case Summary & 5 Largest Unsecured Creditors
667 EAST: Voluntary Chapter 11 Case Summary
AHERN RENTALS: Wins Approval for KCC as Claims Agent
AHERN RENTALS: Taps Stuber Cooper for 50 Pending Actions

AHERN RENTALS: Taps Hutchison & Steffen to Prosecute Claims
AHERN RENTALS: Wants Lease Decision Period Extended to July 19
AIR FORCE VILLAGE: S&P Downgrades Long-Term Rating to 'B'
ALEXANDER PROPERTIES: Bank's Response Deadline Moved to March 16
ALION SCIENCE: Incurs $12.8 Million Net Loss in Dec. 31 Quarter

ALLIED DEFENSE: Dimensional Fund Discloses 6.1% Equity Stake
ALLIED DEFENSE: AQR Capital Discloses 6.7% Equity Stake
AMERCABLE INC: S&P Revises CreditWatch Implications to Positive
AMERICAN AIRLINES: Reports $1.1-Billion Loss in Fourth Quarter
AMERICAN AIRLINES: Proposes to Honor Labor Arbitration Obligations

AMERICAN AIRLINES: Wants Stay Extended to Third-Party Defendants
AMERICAN AIRLINES: Wants Lift Stay to Recoup DiFiore Suit Costs
AMERICAN VISUAL: Bulletin-Board Maker to Auction Assets March 1
ATLANTIC & PACIFIC: Postpetition Warn Claim Deemed Pre-Bankruptcy
ATLANTIC & PACIFIC: New Plan Eliminates Cash for Unsecureds

AVANTAIR INC: Gilder Gagnon Discloses 14.7% Equity Stake
AVENTINE RENEWABLE: BHR Capital Owns 5.14% of Common Stock
BARNWELL COUNTY: Has Until March 19 to Propose Chapter 11 Plan
BAYWOOD CAPITAL: Case Summary & Largest Unsecured Creditor
BEACON POWER: Capital Ventures Owns 4.5% of Common Shares

BEAZER HOMES: Anchorage Capital Owns 7.5% Equity Stake
BEAZER HOMES: Paulson & Co. Discloses 7.5% Equity Stake
BEAZER HOMES: GSO Capital Equity Stake Now Under 5%
BERNARD L. MADOFF: Trustee Pleads for Reinstatement of Bank Suits
BEYOND OBLIVION: Initial Bids Due March 15

BILLINGS VENTURES: Voluntary Chapter 11 Case Summary
BIOFUEL ENERGY: Cargill Biofuels Discloses 7.9% Equity Stake
BLAIR VENTURES: Case Summary & 8 Largest Unsecured Creditors
BLUEKNIGHT ENERGY: Solus Alernative Holds 9% of Common Units
BMB MUNAI: Incurs $304,000 Net Loss in Dec. 31 Quarter

CAESARS ENTERTAINMENT: Hamlet Discloses 70.1% Equity Stake
CALIFORNIA PIZZA: S&P Assigns 'B' Corporate Credit Rating
CANO PETROLEUM: Amends Consulting Agreement with John Homier
CAPITOL CITY: Files Amendment No.3 to Form S-1 Prospectus
CASAIC OFFSET: Court Confirms 2nd Amended Plan

CATALENT PHARMA: S&P Retains 'BB-' Senior Secured Debt Rating
CDC CORP: Officers' Bonuses Contingent on Shareholder Recovery
CELL THERAPEUTICS: Socius Disposes Of All Shares
CENTER FOR ANTI-AGING: Case Summary & Creditors List
CENTAM PARTNERS: Costa Rica Property Owner Agrees to Dismiss

CENTRAL FEDERAL: Wellington Management Holds 8% Equity Stake
CENTRAL FEDERAL: MacNealy Hoover Discloses 14.6% Equity Stake
CIT GROUP: DBRS Upgrades Issuer Rating to 'BB'
CLARA'S ON THE RIVER: Case Summary & Largest Unsecured Creditors
COLONIAL BANCGROUP: Franchise Tax Upheld as Priority Tax Claim

COMMUNITY HEALTH: S&P Rates $700-Mil. Revolving Facility at 'BB'
CREATIVE CASINOS: S&P Assigns Prelim. 'CCC+' Corp. Credit Rating
CREEKHILL REALTY: Consents to Relief Under the Chapter 11
DAVID KING: Case Summary & 20 Largest Unsecured Creditors
DELTA PETROLEUM: Contends Bonuses Aren't Prohibited

DELTA PETROLEUM: Jean-Michel Fonck Resigns as Director
DENNY'S CORP: FMR LLC Discloses 14.7% Equity Stake
DENNY'S CORP: Avenir Corporation Discloses 6.7% Equity Stake
DESERT GARDENS: Taps NAI Horizon and Dan A. Paulus as Appraisers
DOVER MORTGAGE: Case Summary & 20 Largest Unsecured Creditors

DS WATERS: S&P Assigns 'CCC+' Rating to $125MM Second-Lien Debt
DUNE ENERGY: Bank of America Discloses 6.1% Equity Stake
DYNEGY INC: Parties Want Plan Delayed Pending Examiner Probe
DYNEGY INC: Plan Filing Exclusivity Extended Until March 9
DYNEGY INC: Court OKs Quinn Emanuel as Examiner's Counsel

DYNEGY INC: Final Pre-Trial Conference on U.S. Bank Suit on June 6
EASTMAN KODAK: Details Plans to Phase Out Digital Camera Business
EASTMAN KODAK: Files Citi Fee Letter Under Seal
EASTMAN KODAK: Wynit Distribution Wants to Recoup Credits
EASTMAN KODAK: RIM Wants Lift Stay to Continue Lawsuit

EDITORIAL EXPERTS: Case Summary & 20 Largest Unsecured Creditors
ELMUNDO FURNITURE: Voluntary Chapter 11 Case Summary
EMERALD CASINO: Non-Core Suits Ordinarily Remain in Bankr. Court
ENER1 INC: Anchorage Capital Stake Down to 0.1%
ENERGY CONVERSION: Case Summary & 40 Largest Unsecured Creditors

ETZ HAYIM: Case Summary & 8 Largest Unsecured Creditors
EVERGREEN SOLAR: Whitebox Advisors Owns 5.1% of Common Stock
FIRST SEALORD: A.M. Best Downgrades FSR to 'F'
FREESCALE SEMICONDUCTOR: S&P Affirms 'B' Corporate Credit Rating
GARLOCK SEALING: Allowed to Add $16 Million to Pension Fund

GELT PROPERTIES: Cash Collateral Hearing Continued Until March 20
GELT PROPERTIES: Evictions to Represent in Landlord-Tenant Issues
GELT PROPERTIES: Plan Provides Assets Sale, Liquidation
GENCORP INC: Marcato Capital Discloses 9.6% Equity Stake
GENERAL MOTORS: Hearing on Liquidation of Securities on Feb. 28

GMX RESOURCES: Kennedy Capital Ceases to Hold 5% Equity Stake
GOLD LEAF: Case Summary & 19 Largest Unsecured Creditors
GOLDEN ACRES: Case Summary & 2 Largest Unsecured Creditors
GRAY TELEVISION: Dimensional Fund Holds 6.2% Equity Stake
GRAY TELEVISION: Litespeed Management Holds 7% Equity Stake

GREAT POINT: S&P Withdraws 'BB+' Rating on $220-Mil. Term Loan
GRUBB & ELLIS: FMR LLC Discloses 13% Equity Stake
GRUBB & ELLIS: Wellington Management Holds 14.6% Equity Stake
GRUBB & ELLIS: Highbridge Discloses 6.2% Equity Stake
GW PARTNERS: Files for Chapter 11 in Orlando

GW PARTNERS: Case Summary & 3 Largest Unsecured Creditors
HANMI FINANCIAL: Wellington Management Holds 8.9% Equity Stake
HARRISBURG, PA: State Law Allows Return to Bankruptcy
HAYDEN VALLEY: Case Summary & 2 Largest Unsecured Creditors
HCA HOLDINGS: Board OKs 1.6MM Stock Appreciation Rights Awards

HEIDE & COOK: Case Summary & 20 Largest Unsecured Creditors
HELLAS TELECOMMUNICATIONS: Seeks Protection from U.S. Creditors
HELLAS TELECOMMUNICATIONS: Chapter 15 Case Summary
HERCULES OFFSHORE: Dimensional Fund Holds 6.7% Equity Stake
HORIZON LINES: Dimensional Owns Less Than 1% of Class A Shares

HORIZON LINES: Western Asset Discloses 21% Equity Stake
HORIZON LINES: Janus Capital Does Not Own Common Shares
HORIZON LINES: Pioneer Global Owns 94.5% of Class A Shares
HORIZON LINES: Caspian Credit Discloses 5.4% Equity Stake
HOSTESS BRANDS: Can Hire Jones Day as Bankruptcy Counsel

HOSTESS BRANDS: Kurtzman Carson OK'd as Claims and Noticing Agent
HOSTESS BRANDS: Perella Weinberg Approved as Investment Banker
HUGHES TELEMATICS: Wellington Management Owns 10.4% Equity Stake
IAP WORLDWIDE: Cut by S&P to 'CCC+' on Upcoming Maturities
IMUA BLUEHENS: Has Seventh Interim Mandate to Use Cash Collateral

IMUA BLUEHENS: Seeks Dismissal or Conversion to Chapter 7
INTERACTIVE DATA: S&P Affirms 'B' Corporate Credit Rating
ISTAR FINANCIAL: Centerbridge Does Not Own Series D. Pref. Shares
ISTAR FINANCIAL: Bridger Management Ceases to Own 5% Equity Stake
ISTAR FINANCIAL: Valinor Management Holds 6.8% Equity Stake

JEFFERSON COUNTY, AL: Bondholders to Receive $5.5 Million Monthly
JER/JAMESON: Wants Until June 22 to Propose Chapter 11 Plan
JER/JAMESON: Wants Until May to Decide on Unexpired Leases
JETBLUE AIRWAYS: S&P Raises Rating on Class G1 Cert. From 'B+'
JJMM INT'L: Tenants' Operations Don't Impact SARE Designation

KM ASSOCIATES: Wants to Employ Deborah Herbert as Accountant
KM ASSOCIATES: Sec. 341(a) Creditors' Meeting Set for March 13
KM ASSOCIATES: Wants to Hire Simpson Properties as Managing Agent
KM ASSOCIATES: Banks Oppose Use of Cash Collateral
KV PHARMACEUTICAL: Adage Capital No Long Owns Class A Shares

KV PHARMACEUTICAL: Samuel Isaly Holds 13.2% of Class A Shares
LAST MILE: Hearing on Additional Exclusivity Tomorrow
LEVEL 3: Dimensional Fund Discloses 6.7% Equity Stake
LEVEL 3: V. Prem Watsa Discloses 7.6% Equity Stake
LIBBEY INC: Southpoint Slices Shares Ownership to 4.02%

LIFESTYLE PROPERTIES: Case Summary & Creditors List
LODGENET INTERACTIVE: Citigroup Global Holds 6.5% Equity Stake
LODGENET INTERACTIVE: David Shaw Discloses 6.7% Equity Stake
M WAIKIKI: Marriott May Take Over Honolulu Hotel
MACARTHUR PARK: Voluntary Chapter 11 Case Summary

MAJESTIC CAPITAL: Absolute Approved to Conduct Internet Auction
MAJESTIC CAPITAL: R&Q Quest Approved as Investment Banker
MAXXAM INC: Dimensional Fund Discloses 6.3% Equity Stake
MCPIE, LLC: Case Summary & 6 Largest Unsecured Creditors
MEDIA GENERAL: Dimensional Fund Holds 6.4% of Class A Shares

MEDIA GENERAL: Peter Troob Holds 9.9% of Class A Shares
MGM RESORTS: Paulson & Co. Discloses 7.6% Equity Stake
MGM RESORTS: Janus Capital Discloses 9.7% Equity Stake
MORGANS HOTEL: Bank of America Holds 5.6% Equity Stake
MORGANS HOTEL: HG Vora Does Not Own Common Shares

MORRIS REAL ESTATE: Case Summary & 3 Largest Unsecured Creditors
MPG OFFICE: David Tepper Discloses 8.4% Equity Stake
NATIONAL PROMOTERS: Case Summary & 15 Largest Unsecured Creditors
NATIONAL RETAIL: S&P Rates $250-Mil. Preferred Stock at 'BB+'
NAVISTAR INT'L: FMR LLC Discloses 3.5% Equity Stake

NAVISTAR INT'L: Wellington Management Holds 6.5% Equity Stake
NEW ENGLAND: Case Summary & 20 Largest Unsecured Creditors
NEXSTAR BROADCASTING: Central Square Holds 5.5% of Class A Shares
NICHOLS EXCAVATION: Case Summary & 20 Largest Unsecured Creditors
NORRIE CORPORATION: Voluntary Chapter 11 Case Summary

NORTH COAST LIFE: A.M. BEST Maintains FSR of 'C+' Under Review
NORTHSTAR AEROSPACE: Negotiates Forbearance Until Feb. 24
NPS PHARMACEUTICALS: FMR LLC Discloses 15% Equity Stake
NPS PHARMACEUTICALS: Wellington Holds 7.5% Equity Stake
NUTRITION 21: Bank of America Corp. Owns 7.44% of Common Stock

NUVEEN INVESTMENTS: S&P Assigns 'CCC' Rating to $500MM Term Loan
OILSANDS QUEST: Wellington Mgt Deemed to Own 9.94% of Common Stock
OMEGA NAVIGATION: Lloyd Miller III Owns 9.6% of Common Stock
PENINSULA HOSPITAL: Creditors' Committee Gets Co-Exclusivity
PENINSULA HOSPITAL: Court Holds Final DIP Hearing

PENN CAMERA: Sale Authorization Corrected by Court
PENN TREATY: Harvey Eisen Discloses 1.5% Equity Stake
PETTINGILL ENTERPRISES: Case Summary & Creditors List
PLUM TV: Auction Scheduled for March 1 in New York
PLY GEM: S&P Affirms 'B-' Corporate Credit Rating

POWERHOUSE ALEXANDRIA: Case Summary & 6 Largest Unsec. Creditors
PURE BEAUTY SALONS: Sells Business for $18-Mil. Debt
QUALITY DISTRIBUTION: FMR LLC Discloses 8% Equity Stake
QUALITY HOME: S&P Affirms 'CCC' Corporate; Outlook Now Developing
QUANTUM CORP: FMR LLC Discloses 8.4% Equity Stake

QUANTUM CORP: Private Capital Discloses 8.3% Equity Stake
QUANTUM CORP: Wellington Management Holds 6.6% Equity Stake
R&S HORIZON: Case Summary & 4 Largest Unsecured Creditors
RADIO ONE: Dimensional Fund Discloses 8.2% Equity Stake
RADIO ONE: Bluemountain Discloses 8.2% Equity Stake

RAILAMERICA INC: S&P Rates $585-Million Term Loan B at 'BB+'
RAILWORKS CORP: Settles Claims Filed by Indiana Revenue Dept
REDDY ICE: Harvey Partners Does Not Own Common Shares
REGAL ENTERTAINMENT: Ameriprise Discloses 5.6% Equity Stake
REGAL ENTERTAINMENT: ING Groep Holds 3.1% of Class A Shares

REICHHOLD INDUSTRIES: Cut by S&P to 'D' on Missed Payment
REID PARK: Has Access to WBCMT 2007's Cash Until April 6
REPWEST INSURANCE: A.M. Best Downgrades FSR to 'B'
RF YOUNGBLOOD: Case Summary & 3 Largest Unsecured Creditors
RITE AID: Offers to Purchase $459 Million of 8.625% Senior Notes

RITE AID: Plans to Offer $481 Million Series of New Senior Notes
RITZ INTERACTIVE: Web Sites Owner Wins Nod of Ch. 11 Plan
RIVERWALK HOSPITALITY: Case Summary & Creditors List
ROCKET SOFTWARE: S&P Assigns 'B+' Corporate Credit Rating
ROMA HOSPITALITY: Case Summary & Largest Unsecured Creditor

ROOMSTORE INC: QVT Financial Owns 7.09% of Common Shares
ROOSEVELT CENTER: Case Summary & 9 Largest Unsecured Creditors
ROTECH HEALTHCARE: Goldman Sachs No Longer Owns Shares
ROTECH HEALTHCARE: Michael Wartell Discloses 6.2% Equity Stake
ROTECH HEALTHCARE: Nelson Obus Discloses 9.7% Equity Stake

ROTECH HEALTHCARE: James Flynn Discloses 6.9% Equity Stake
ROYAL HOSPITALITY: Plan Promises 100% Recovery for All Creditors
RYLAND GROUP: FMR LLC Discloses 12.9% Equity Stake
RYLAND GROUP: Janus Capital Ceases to Hold 5% Equity Stake
RYLAND GROUP: Kenneth Griffin Discloses 5.5% Equity Stake

RYLAND GROUP: GEM Realty Discloses 6.5% Equity Stake
S & S LAND: Case Summary & 4 Largest Unsecured Creditors
SAGECREST II: May Pursue Discovery on Ian Peck, ACG et al.
SALON PROZ: Voluntary Chapter 11 Case Summary
SEALY CORP: BART Partners Discloses 6.9% Equity Stake

SEARS HOLDINGS: Fairholme Discloses 15.1% Equity Stake
SEQUOIA VILLAGE: South Valley Bank Suit Goes to District Court
SHUBH HOTELS LINCOLN: Returned to Ch. 11 to Stop Foreclosure
SIGNATURE STYLE: Former Spiegel Owner's Plan Consummated
SNM PROPERTIES: Case Summary & 5 Largest Unsecured Creditors

SNOKIST GROWERS: Wants to Hire Emmer Associates as Consultant
SOUTH LOUISIANA ETHANOL: IPT Allowed $810K Secured Claim
SYNTAX-BRILLIAN: Greenberg Traurig Settles for $3.3 Million
SUMO DEVELOPMENT: Wins Confirmation of Prepackaged Plan
TEMBEC INC: S&P Affirms 'B-' Long-Term Corporate Credit Rating

TENET HEALTHCARE: FMR LLC Discloses 9.1% Equity Stake
TENET HEALTHCARE: Harris Associates Discloses 6.6% Equity Stake
THERMADYNE HOLDINGS: S&P Affirms 'B' Corporate Credit Rating
THORBARDIN RANCH: Case Summary & 4 Largest Unsecured Creditors
TSC GLOBAL: Sued for Firings Without Required Notice

UNISYS CORP: FMR LLC Discloses 10.4% Equity Stake
UNISYS CORP: Putnam Investments Discloses 12.9% Equity Stake
USEC INC: Dimensional Fund Discloses 6.8% Equity Stake
USEC INC: Tradewinds Global Discloses 6.1% Equity Stake
USG CORP: Incurs $390 Million Net Loss in 2011

UTSTARCOM INC: Artis Capital Holds 6.4% Equity Stake
VIASAT INC: S&P Raises Corporate Credit Rating to 'B+'
WASHINGTON MUTUAL: Reorganization Plan Wins Court Approval
WASHINGTON MUTUAL: Release for Stockholders Extended March 7
WAVE2WAVE COMMUNICATIONS: Files for Bankruptcy Protection

WAVE2WAVE COMMUNICATIONS: Voluntary Chapter 11 Case Summary
WEST CORP: Reports $127.5 Million Net Income in 2011
YELLOW MEDIA: S&P Lowers Corporate Credit Rating to 'B-'
YELLOW MEDIA: DBRS Downgrades Issuer Rating to 'B'
YRC WORLDWIDE: Royal Bank Ceases to Hold 5% Equity Stake

YRC WORLDWIDE: Jeffrey Altman Discloses 15.3% Equity Stake
YRC WORLDWIDE: Whitebox Discloses 6.6% Equity Stake
ZALE CORP: Dimensional Fund Discloses 7.5% Equity Stake

* Bankrupt Can't Keep Extra Income If 401(k) Loan Paid
* Technical Defects Require Dismissing Proof of Claim
* 11th Circuit Takes Middle Ground on Fraud Discharge

* S&P: Global Corporate Defaults Total 16 So Far In 2012
* S&P Goes 'Negative' on CME From MF Global Fallout
* Mitt Romney Steps Up Criticism of GM, Chrysler Bailouts

* BOND PRICING -- For Week From Feb. 13 to 17, 2012



                            *********

17315 COLLINS: Wants to Employ Meland Russin as Counsel
-------------------------------------------------------
17315 Collins Avenue, LLC, asks the U.S. Bankruptcy Court for
authorization to employ Joshua W. Dobin, Esq., and the law firm of
Meland Russin & Budwick, P.A., as attorneys, nunc pro tunc to the
commencement of its chapter 11 case.

Meland Russin will:

     a) advise the Debtor with respect to its powers and duties as
        Debtor-in-possession and in connection with its business
        operations;

     b) advise the Debtor with respect to its responsibilities in
        complying with the U.S. Trustee's Operating Guidelines and
        Reporting Requirements and with the rules of the Court;

     c) prepare motions, pleadings, orders, applications,
        adversary proceedings, and other legal documents necessary
        in the administration of the case;

     d) protect the interest of the Debtor and its estate in all
        matters pending before the Court; and

     e) represent the Debtor in negotiations with its creditors
        and other parties in interest, and in the preparation of a
        plan.

Joshua W. Dobin, Esq., submits that Meland Russin is a
"disinterested person" as such term is defined in Bankruptcy Code
Section 101 (14), as modified by Bankruptcy Code 1107(b).

Meland Russin is holding $40,000 as security for the fees and
costs that may be awarded to the firm by the Court in the Chapter
11 case.

                 About 17315 Collins Avenue

17315 Collins Avenue LLC owns and operates Sole on the Ocean, a
luxury, beach-front condominium-hotel located in Sunny Isles
Beach, Florida.  17315 Collins filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Fla. Case No. 12-10631) on Jan. 10, 2012.

WaveStone Properties LLC owns 100% of the membership interests in
the Debtor and has no other businesses or assets.  Thomas Feeley
is the managing member of WaveStone.

The Debtor disclosed $41,313,070 in assets and $40,169,567 in
liabilities in its schedules.


17315 COLLINS: Files Schedules of Assets and Liabilities
--------------------------------------------------------
17315 Collins Avenue LLC filed with the Bankruptcy Court its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $40,599,048
  B. Personal Property              $714,022
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $37,402,270
  E. Creditors Holding
     Unsecured Priority                              $337,841
     Claims
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,429,456
                                  -----------     -----------
        TOTAL                     $41,313,070     $40,169,567

                    About 17315 Collins Avenue

17315 Collins Avenue LLC owns and operates Sole on the Ocean, a
luxury, beach-front condominium-hotel located in Sunny Isles
Beach, Florida.  17315 Collins filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Fla. Case No. 12-10631) on Jan. 10, 2012.

WaveStone Properties LLC owns 100% of the membership interests in
the Debtor and has no other businesses or assets.  Thomas Feeley
is the managing member of WaveStone.

Attorneys at Meland Russin & Budwick, P.A., represent the Debtor
in the Chapter 11 case.


4KIDS ENTERTAINMENT: Dimensional No Longer a 5% Shareholder
-----------------------------------------------------------
Dimensional Fund Advisors LP discloses in a Schedule 13G/A filing
that as of Dec. 31, 2011, it has ceased to be the beneficial owner
of any shares of Common Stock of 4Kids Entertainment, Inc.

                   About 4Kids Entertainment

New York-based 4Kids Entertainment, Inc., dba 4Kids, is an
entertainment and media company specializing in the youth oriented
market, with operations in these business segments: (i) licensing,
(ii) advertising and media broadcast, and (iii) television and
film production/distribution.  The parent entity, 4Kids
Entertainment, was organized as a New York corporation in 1970.

4Kids filed for bankruptcy protection under Chapter 11 of the
Bankruptcy Code to protect its most valuable asset -- its rights
under an exclusive license relating to the popular Yu-Gi-Oh!
series of animated television programs -- from efforts by the
licensor, a consortium of Japanese companies, to terminate
the license and force 4Kids out of business.

4Kids and affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Lead Case No. 11-11607) on April 6, 2011.  Kaye Scholer LLP is the
Debtors' restructuring counsel.  Epiq Bankruptcy Solutions, LLC,
is the Debtors' claims and notice agent.  BDO Capital Advisors,
LLC, is the financial advisor and investment banker.  EisnerAmper
LLP fka Eisner LLP serves as auditor and tax advisor.  4Kids
Entertainment disclosed $78,397,971 in assets and $86,515,395 in
liabilities as of the Chapter 11 filing.

On July 8, 2011, Tracy Hope Davis, the U.S. Trustee for Region 2,
appointed three members to the official committee of unsecured
creditors in the Chapter 11 cases.  Hahn & Hessen LLP serves as
counsel to the Committee.  The Committee tapped Epiq Bankruptcy
Solutions LLC as its information agent.

The Consortium consi8ts of TV Tokyo Corporation, which owns and
operates a television station in Japan; ASATSU-DK Inc., a Japanese
advertising company; and Nihon Ad Systems, ADK's wholly owned
subsidiary.  The Consortium is represented by Kyle C. Bisceglie,
Esq., Michael S. Fox, Esq., Ellen V. Holloman, Esq., and Mason
Barney, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky LLP,
in New York.


4KIDS ENTERTAINMENT: Hershey Strategic Owns 6.7% of Common Stock
----------------------------------------------------------------
Hershey Management I, LLC, as the investment advisor of Hershey
Strategic Capital, LP, discloses that as of Dec. 31, 2011, it has
the voting and dispositive power with respect to all of the
921,000 shares of Common Stock of 4Kids Entertainment, Inc.,
beneficially owed by Hershey Strategic Capital, L.P.  the shares
represent 6.7% of the outstanding Common Stock, based on
13,653,824 shares of Common Stock outstanding reported in the
Issuer's quarterly report on Form 10-Q for the quarter ended
Sept. 30, 2011.

A copy of the Schedule 13G/A is available for free at:

                       http://is.gd/oqooRj

                    About 4Kids Entertainment

New York-based 4Kids Entertainment, Inc., dba 4Kids, is an
entertainment and media company specializing in the youth oriented
market, with operations in these business segments: (i) licensing,
(ii) advertising and media broadcast, and (iii) television and
film production/distribution.  The parent entity, 4Kids
Entertainment, was organized as a New York corporation in 1970.

4Kids filed for bankruptcy protection under Chapter 11 of the
Bankruptcy Code to protect its most valuable asset -- its rights
under an exclusive license relating to the popular Yu-Gi-Oh!
series of animated television programs -- from efforts by the
licensor, a consortium of Japanese companies, to terminate
the license and force 4Kids out of business.

4Kids and affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Lead Case No. 11-11607) on April 6, 2011.  Kaye Scholer LLP is the
Debtors' restructuring counsel.  Epiq Bankruptcy Solutions, LLC,
is the Debtors' claims and notice agent.  BDO Capital Advisors,
LLC, is the financial advisor and investment banker.  EisnerAmper
LLP fka Eisner LLP serves as auditor and tax advisor.  4Kids
Entertainment disclosed $78,397,971 in assets and $86,515,395 in
liabilities as of the Chapter 11 filing.

On July 8, 2011, Tracy Hope Davis, the U.S. Trustee for Region 2,
appointed three members to the official committee of unsecured
creditors in the Chapter 11 cases.  Hahn & Hessen LLP serves as
counsel to the Committee.  The Committee tapped Epiq Bankruptcy
Solutions LLC as its information agent.

The Consortium consi8ts of TV Tokyo Corporation, which owns and
operates a television station in Japan; ASATSU-DK Inc., a Japanese
advertising company; and Nihon Ad Systems, ADK's wholly owned
subsidiary.  The Consortium is represented by Kyle C. Bisceglie,
Esq., Michael S. Fox, Esq., Ellen V. Holloman, Esq., and Mason
Barney, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky LLP,
in New York.


4KIDS ENTERTAINMENT: Lloyd Miller Owns 7.3% of Common Shares
------------------------------------------------------------
Lloyd I. Miller, III, discloses that as of Dec. 31, 2011, he
beneficially owns 1,000,100 shares representing 7.3% of the Common
Stock of 4Kids Entertainment, Inc.  The reporting person has sole
voting and dispositive power with respect to 830,100 of the
reported securities as the manager of a limited liability company
that is the advisor to a certain family trust. The reporting
person has shared voting and dispositive power with respect to
170,000 as a co-member and co-manager of a limited liability
company.

A copy of the Schedule 13G is available for free at:

                       http://is.gd/7pTz3Q

                    About 4Kids Entertainment

New York-based 4Kids Entertainment, Inc., dba 4Kids, is an
entertainment and media company specializing in the youth oriented
market, with operations in these business segments: (i) licensing,
(ii) advertising and media broadcast, and (iii) television and
film production/distribution.  The parent entity, 4Kids
Entertainment, was organized as a New York corporation in 1970.

4Kids filed for bankruptcy protection under Chapter 11 of the
Bankruptcy Code to protect its most valuable asset -- its rights
under an exclusive license relating to the popular Yu-Gi-Oh!
series of animated television programs -- from efforts by the
licensor, a consortium of Japanese companies, to terminate
the license and force 4Kids out of business.

4Kids and affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Lead Case No. 11-11607) on April 6, 2011.  Kaye Scholer LLP is the
Debtors' restructuring counsel.  Epiq Bankruptcy Solutions, LLC,
is the Debtors' claims and notice agent.  BDO Capital Advisors,
LLC, is the financial advisor and investment banker.  EisnerAmper
LLP fka Eisner LLP serves as auditor and tax advisor.  4Kids
Entertainment disclosed $78,397,971 in assets and $86,515,395 in
liabilities as of the Chapter 11 filing.

On July 8, 2011, Tracy Hope Davis, the U.S. Trustee for Region 2,
appointed three members to the official committee of unsecured
creditors in the Chapter 11 cases.  Hahn & Hessen LLP serves as
counsel to the Committee.  The Committee tapped Epiq Bankruptcy
Solutions LLC as its information agent.

The Consortium consists of TV Tokyo Corporation, which owns and
operates a television station in Japan; ASATSU-DK Inc., a Japanese
advertising company; and Nihon Ad Systems, ADK's wholly owned
subsidiary.  The Consortium is represented by Kyle C. Bisceglie,
Esq., Michael S. Fox, Esq., Ellen V. Holloman, Esq., and Mason
Barney, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky LLP,
in New York.


544 BEACHWAY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 544 Beachway LLC
        544 & 560 Beachway Avenue
        Keansburg, NJ 07734

Bankruptcy Case No.: 12-13867

Chapter 11 Petition Date: February 16, 2012

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

Judge: Raymond T. Lyons, Jr.

Debtor's Counsel: Kim R. Lynch, Esq.
                  FORMAN HOLT ELIADES & RAVIN LLC
                  80 Route 4 East, Suite 290
                  Paramus, NJ 07652
                  Tel: (201) 845-1000
                  Fax: (201) 845-9112
                  E-mail: klynch@formanlaw.com

Estimated Assets: $0 to $50,000

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/njb12-13867.pdf

The petition was signed by Lawrence S. Eichler, manager.


6011 KENMORE: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: 6011 Kenmore Associates Partnership
        6007 N. Kenmore, Suite 100
        Chicago, IL 60660

Bankruptcy Case No.: 12-05211

Chapter 11 Petition Date: February 14, 2012

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

Judge: Eugene R. Wedoff

Debtor's Counsel: David K. Welch, Esq.
                  CRANE HEYMAN SIMON WELCH & CLAR
                  135 S. Lasalle Street, Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114
                  E-mail: dwelch@craneheyman.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 five largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ilnb12-05211.pdf

The petition was signed by Joseph Junkovic, general partner.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Joseph Junkovic                       10-55888            12/20/10
Maria Junkovic                        10-55902            12/20/10
Tom Junkovic                          10-55896            12/20/10


667 EAST: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: 667 East 187th Street, LLC
        5913 Tyndall Avenue
        Bronx, NY 10471

Bankruptcy Case No.: 12-10613

Chapter 11 Petition Date: February 14, 2012

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

Debtor's Counsel: Anne J. Penachio, Esq.
                  PENACHIO MALARA, LLP
                  235 Main Street, Sixth Floor
                  White Plains, NY 10601
                  Tel: (914) 946-2889
                  Fax: (914) 946-2882
                  E-mail: apenachio@pmlawllp.com
                          penachio.anne@gmail.com

Scheduled Assets: $2,405,000

Scheduled Debts: $2,100,000

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by John Murray.


AHERN RENTALS: Wins Approval for KCC as Claims Agent
----------------------------------------------------
On Feb. 6, 2012, the U.S. Bankruptcy Court for the District of
Nevada granted, on a final basis, Ahern Rentals, Inc., permission
to employ Kutzman Carson Consultants, LLC, as claims and noticing
agent for the Debtor.  The employment of KCC as claims and
noticing agent for the Debtor was approving on an interim basis on
Dec. 23, 2011.

The fees and expenses of KCC incurred pursuant to the Engagement
Agreement will be an administrative expense of the Debtor's
estate.

                        About Ahern Rentals

Ahern Rentals, Inc. -- http://www.ahern.com/-- is an equipment
rental company with locations primarily in the southwestern United
States.  Founded in 1953 with one location in Las Vegas, Nevada,
Ahern now offers rental equipment to customers through its 74
locations in Arizona, Arkansas, California, Colorado, Georgia,
Kansas, Maryland, Nebraska, Nevada, New Jersey, New Mexico, North
Carolina, North Dakota, Oklahoma, Oregon, Pennsylvania, South
Carolina, Tennessee, Texas, Utah, Virginia and Washington.

Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D.
Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain
an extension of the Aug. 21, 2011 maturity of its revolving credit
facility.  Judge Bruce T. Beesley presides over the case.  Lawyers
at Gordon Silver serve as the Debtor's counsel.  The Debtor's
financial advisors are Oppenheimer & Co. and The Seaport Group.
Kurtzman Carson Consultants LLC serves as claims and notice agent.

Counsel to Bank of America, as the DIP Agent and First Lien Agent,
are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq., at Kaye
Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer.
Attorneys for the Majority Term Lenders are Paul Aronzon, Esq.,
and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy
LLP.  Counsel for the Majority Second Lienholder are Paul V.
Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq.,
at Willkie Farr & Gallagher LLP.  Attorney for GE Capital is James
E. Van Horn, Esq., at McGuirewoods LLP.  Wells Fargo Bank is
represented by Andrew M. Kramer, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C.  Allan S. Brilliant, Esq., and Glenn E.
Siegel, Esq., at Dechert LLP argue for certain revolving lenders.

Attorneys for U.S. Bank National Association, as successor to
Wells Fargo Bank, as collateral agent and trustee for the benefit
of holders of the 9-1/4% Senior Secured Notes Due 2013 under the
Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard,
Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland
& Hart.

The Company filed for Chapter 11 because it was unable to extend
the maturity of its revolving credit facility.  In its schedules,
the Debtor disclosed $485,807,117 in assets and $649,919,474 in
liabilities.

The Official Committee of Unsecured Creditors has tapped Covington
& Burling LLP as counsel, Downey Brand LLP as local counsel, and
FTI Consulting as financial advisor.


AHERN RENTALS: Taps Stuber Cooper for 50 Pending Actions
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada for
permission to employ Stuber Cooper Voge, PLLC, as special counsel
for the Debtor, nunc pro tunc to the petition date, to provide
legal services with regard to certain actions pending as of the
filing of the Debtor's case.

As of the Petition Date, SCV was handling approximately 50 pending
actions involving Debtor in various stages of litigation.  The
Pending Actions include breach of contract and conversion claims
against Debtor's customers and personal guarantors to collect past
due invoices for equipment rentals and lost/stolen equipment.

Specifically, SCV will: (1) prosecute existing claims that may
bring assets into the estate; (2) commence new actions similar to
the Pending Actions; and (3) to litigate any of the Pending
Actions in the event any Pending Action gives rise to any claim
that needs to be liquidated.

To the best of its knowledge, SCV and its attorneys do not have
any connection with, or any interest adverse to, the Debtor,
Debtor's creditors, or any other party in interest, or their
respective attorneys and accountants, the United States trustee,
or any person employed in the office of the United States trustee
with respect to the matters on which SCV is to be retained or
employed in this Chapter 11 Case.  Additionally, SCV does not
represent or hold any interest adverse to the Debtor or to the
estate with respect to the Pending Actions.

The firm's current hourly rates are as follows: $280 to $295 per
hour for partners; $175 to $250 per hour for associates, and $95
to $145 per hour for paralegals, subject to change from time to
time as provided for in the Engagement Letter, and all subject to
application to, and approval by, the Court.  Mr. Jamey L. Voge
will primarily be responsible for providing the services
contemplated herein and his current hourly rate is $295.

                        About Ahern Rentals

Ahern Rentals, Inc. -- http://www.ahern.com/-- is an equipment
rental company with locations primarily in the southwestern United
States.  Founded in 1953 with one location in Las Vegas, Nevada,
Ahern now offers rental equipment to customers through its 74
locations in Arizona, Arkansas, California, Colorado, Georgia,
Kansas, Maryland, Nebraska, Nevada, New Jersey, New Mexico, North
Carolina, North Dakota, Oklahoma, Oregon, Pennsylvania, South
Carolina, Tennessee, Texas, Utah, Virginia and Washington.

Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D.
Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain
an extension of the Aug. 21, 2011 maturity of its revolving credit
facility.  Judge Bruce T. Beesley presides over the case.  Lawyers
at Gordon Silver serve as the Debtor's counsel.  The Debtor's
financial advisors are Oppenheimer & Co. and The Seaport Group.
Kurtzman Carson Consultants LLC serves as claims and notice agent.

Counsel to Bank of America, as the DIP Agent and First Lien Agent,
are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq., at Kaye
Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer.
Attorneys for the Majority Term Lenders are Paul Aronzon, Esq.,
and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy
LLP.  Counsel for the Majority Second Lienholder are Paul V.
Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq.,
at Willkie Farr & Gallagher LLP.  Attorney for GE Capital is James
E. Van Horn, Esq., at McGuirewoods LLP.  Wells Fargo Bank is
represented by Andrew M. Kramer, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C.  Allan S. Brilliant, Esq., and Glenn E.
Siegel, Esq., at Dechert LLP argue for certain revolving lenders.

Attorneys for U.S. Bank National Association, as successor to
Wells Fargo Bank, as collateral agent and trustee for the benefit
of holders of the 9-1/4% Senior Secured Notes Due 2013 under the
Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard,
Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland
& Hart.

The Company filed for Chapter 11 because it was unable to extend
the maturity of its revolving credit facility.  In its schedules,
the Debtor disclosed $485,807,117 in assets and $649,919,474 in
liabilities.

The Official Committee of Unsecured Creditors has tapped Covington
& Burling LLP as counsel, Downey Brand LLP as local counsel, and
FTI Consulting as financial advisor.


AHERN RENTALS: Taps Hutchison & Steffen to Prosecute Claims
-----------------------------------------------------------
Ahern Rentals, Inc., asks the U.S. Bankruptcy Court for the
District of Nevada for authorization to employ Hutchison &
Steffen, LLC, as its special counsel to provide legal services
with regard to certain litigation actions and to provide legal
services as general corporate counsel, nunc pro tunc to Jan. 26,
2012.  Debtor also requests that the Court authorize the Debtor's
payment of a $75,000 retainer.

H&S, among others, will:

   1. complete any necessary litigation to liquidate the amount of
      any claims associated with the pending actions;

   2. prosecute any claims, counterclaims or third party claims of
      Debtor that are associated with the Pending Actions;

   3. assist Gordon Silver with any necessary claim objection
      litigation that Debtor believes will be more effective for
      H&S to handle, given H&S's expertise in the typical claims
      brought against the Debtor;

   4. advise the Debtor regarding the corporate implementation of
      any restructuring, including the documentation related
      thereto; and

   5. advise regarding corporate matters related to the ongoing
      operations and structure of Debtor where such issues are not
      more easily addressed by other professional.

To the best of its knowledge, H&S does not hold or represent any
interest that would impair H&S's ability to objectively perform
the services contemplated herein, nor will H&S hold or represent
any interest that would impair H&S's ability to objectively
perform the services contemplated herein.

H&S's Las Vegas rates vary from $215 per hour to $725 per hour.
Joseph S. Kistler will be the senior partner regarding Debtor's
matters.

                        About Ahern Rentals

Ahern Rentals, Inc. -- http://www.ahern.com/-- is an equipment
rental company with locations primarily in the southwestern United
States.  Founded in 1953 with one location in Las Vegas, Nevada,
Ahern now offers rental equipment to customers through its 74
locations in Arizona, Arkansas, California, Colorado, Georgia,
Kansas, Maryland, Nebraska, Nevada, New Jersey, New Mexico, North
Carolina, North Dakota, Oklahoma, Oregon, Pennsylvania, South
Carolina, Tennessee, Texas, Utah, Virginia and Washington.

Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D.
Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain
an extension of the Aug. 21, 2011 maturity of its revolving credit
facility.  Judge Bruce T. Beesley presides over the case.  Lawyers
at Gordon Silver serve as the Debtor's counsel.  The Debtor's
financial advisors are Oppenheimer & Co. and The Seaport Group.
Kurtzman Carson Consultants LLC serves as claims and notice agent.

Counsel to Bank of America, as the DIP Agent and First Lien Agent,
are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq., at Kaye
Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer.
Attorneys for the Majority Term Lenders are Paul Aronzon, Esq.,
and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy
LLP.  Counsel for the Majority Second Lienholder are Paul V.
Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq.,
at Willkie Farr & Gallagher LLP.  Attorney for GE Capital is James
E. Van Horn, Esq., at McGuirewoods LLP.  Wells Fargo Bank is
represented by Andrew M. Kramer, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C.  Allan S. Brilliant, Esq., and Glenn E.
Siegel, Esq., at Dechert LLP argue for certain revolving lenders.

Attorneys for U.S. Bank National Association, as successor to
Wells Fargo Bank, as collateral agent and trustee for the benefit
of holders of the 9-1/4% Senior Secured Notes Due 2013 under the
Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard,
Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland
& Hart.

The Company filed for Chapter 11 because it was unable to extend
the maturity of its revolving credit facility.  In its schedules,
the Debtor disclosed $485,807,117 in assets and $649,919,474 in
liabilities.

The Official Committee of Unsecured Creditors has tapped Covington
& Burling LLP as counsel, Downey Brand LLP as local counsel, and
FTI Consulting as financial advisor.


AHERN RENTALS: Wants Lease Decision Period Extended to July 19
--------------------------------------------------------------
Ahern Rentals, Inc., asks the U.S. Bankruptcy Court for the
District of Nevada to extend the time by which the Debtor must
assume or reject nonresidential property leases by 90 days, from
April 20, 2012, to July 19, 2012.

The Debtor explained that "premises nonresidential leases" are
critical to the continued operation of its business.  The Debtor
notes that as the chapter 11 case is not yet two months old, the
Debtor has not had sufficient time to formulate a plan of
reorganization.

The Debtor says that it cannot complete the analysis of 100
nonresidential leases by April 20, 2012

                        About Ahern Rentals

Ahern Rentals, Inc. -- http://www.ahern.com/-- is an equipment
rental company with locations primarily in the southwestern United
States.  Founded in 1953 with one location in Las Vegas, Nevada,
Ahern now offers rental equipment to customers through its 74
locations in Arizona, Arkansas, California, Colorado, Georgia,
Kansas, Maryland, Nebraska, Nevada, New Jersey, New Mexico, North
Carolina, North Dakota, Oklahoma, Oregon, Pennsylvania, South
Carolina, Tennessee, Texas, Utah, Virginia and Washington.

Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D.
Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain
an extension of the Aug. 21, 2011 maturity of its revolving credit
facility.  Judge Bruce T. Beesley presides over the case.  Lawyers
at Gordon Silver serve as the Debtor's counsel.  The Debtor's
financial advisors are Oppenheimer & Co. and The Seaport Group.
Kurtzman Carson Consultants LLC serves as claims and notice agent.

Counsel to Bank of America, as the DIP Agent and First Lien Agent,
are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq., at Kaye
Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer.
Attorneys for the Majority Term Lenders are Paul Aronzon, Esq.,
and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy
LLP.  Counsel for the Majority Second Lienholder are Paul V.
Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq.,
at Willkie Farr & Gallagher LLP.  Attorney for GE Capital is James
E. Van Horn, Esq., at McGuirewoods LLP.  Wells Fargo Bank is
represented by Andrew M. Kramer, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C.  Allan S. Brilliant, Esq., and Glenn E.
Siegel, Esq., at Dechert LLP argue for certain revolving lenders.

Attorneys for U.S. Bank National Association, as successor to
Wells Fargo Bank, as collateral agent and trustee for the benefit
of holders of the 9-1/4% Senior Secured Notes Due 2013 under the
Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard,
Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland
& Hart.

The Company filed for Chapter 11 because it was unable to extend
the maturity of its revolving credit facility.  In its schedules,
the Debtor disclosed $485,807,117 in assets and $649,919,474 in
liabilities.

The Official Committee of Unsecured Creditors has tapped Covington
& Burling LLP as counsel, Downey Brand LLP as local counsel, and
FTI Consulting as financial advisor.


AIR FORCE VILLAGE: S&P Downgrades Long-Term Rating to 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'B' from 'BB-' and assigned a negative outlook for Riverside
County Public Financing Authority, Calif.'s $50.6 million series
1999 certificates of participation (COPs), issued for Air Force
Village West Inc. (AFVW).

"In a separate but related action, Standard & Poor's is
withdrawing its 'B' long-term rating on the authority's $50.6
million series 1999 certificates of participation (COPs), issued
for AFVW due to a lack of pertinent information from AFVW required
to update the rating," S&P said.

"The downgrade and subsequent withdrawal of the rating reflects
our understanding that AFVW has not obtained the necessary waivers
for covenant violations that occurred in fiscals 2009 and 2010 and
occupancy at its 440 independent living units has decreased over
the past year," said Standard & Poor's credit analyst Kenneth
Rodgers. "In addition, for the unaudited 12-month period ended
Sept. 30, 2011, AFVW recorded an excess loss of $2.6
million, which results in a negative $1.04 million adjusted net
available for debt service, according to our calculations,
compared with maximum annual debt service of $5.7 million, which
we believe strongly suggests that it will violate its rate
covenant once again for fiscal 2011," said Mr. Rodgers.

Standard & Poor's believes the covenant violations and lack of
waivers, present the possibility that AFVW's debt could be
accelerated. In addition, it appears that AFVW may not have
produced audited financial statements for two consecutive years.

"Before withdrawing the rating, Standard & Poor's assigned a
negative outlook, reflecting the ratings agency's view that
ongoing weak occupancy of its independent living units, recurring
rate covenant violations, and lack of covenant violation waivers
could lead to further credit deterioration and an acceleration of
its debt," S&P said.


ALEXANDER PROPERTIES: Bank's Response Deadline Moved to March 16
----------------------------------------------------------------
Bankruptcy Judge Nancy V. Alquist signed off on a fifth
stipulation between Alexander Properties, L.L.C., and The Patapsco
Bank, extending through March 16, 2012, the bank's time to respond
to the Debtor's motion for stay pending appeal of the order
denying approval of the disclosure statement explaining the
Debtor's bankruptcy plan.  A copy of the order dated Feb. 13,
2012, is available at http://is.gd/q60J8Hfrom Leagle.com.

Based in Annapolis, Maryland, Alexander Properties, L.L.C., and
Soultana Efthimiadis filed for Chapter 11 bankruptcy (Bankr. D.
Md. Case Nos. 10-38095 and 10-38104) on Dec. 14, 2010.  James C.
Olson, Esq., serves as bankruptcy counsel.  Alexander Properties
estimated under $50,000 in assets and $1 million to $10 million in
debts.

Soultana Efthimiadis is represented by Aryeh E. Stein, Esq., at
Meridian Law LLC.  Efthimiadis estimated $100,001 to $500,000 in
assets and $1 million to $10 million in debts.

The Patapsco Bank, Alexander Properties' lender, is represented by
Michael C. Bolesta, Esq., at Gebhardt & Smith LLP.


ALION SCIENCE: Incurs $12.8 Million Net Loss in Dec. 31 Quarter
---------------------------------------------------------------
Alion Science and Technology Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q reporting a net loss of $12.81 million on $189.89 million of
contract revenue for the three months ended Dec. 31, 2011,
compared with a net loss of $11.13 million on $200.76 million of
contract revenue for the same period a year ago.

The Company reported a net loss of $44.38 million on
$787.31 million of contract revenue for the year ended Sept. 30,
2011, compared with a net loss of $15.23 million on $833.98
million of contract revenue during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $642.26
million in total assets, $768.24 million in total liabilities,
124.29 million in redeemable common stock, $20.78 million in
common stock warrants, $123,000 in accumulated other comprehensive
loss and a $270.93 million accumulated deficit.

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

                        http://is.gd/nYOBLh

                        About Alion Science

Alion Science and Technology Corporation, based in McLean,
Virginia, is an employee-owned company that provides scientific
research, development, and engineering services related to
national defense, homeland security, and energy and environmental
analysis.  Particular areas of expertise include communications,
wireless technology, netcentric warfare, modeling and simulation,
chemical and biological warfare, program management.

                          *     *     *

Alion carries 'Caa3' corporate family and probability of default
Ratings, with stable outlook, from Moody's.  Alion carries a 'B-'
corporate credit rating, with stable outlook, from Standard &
Poor's.  Moody's said in March 2010, "The Caa1 corporate family
rating would balance the continued high leverage against a
promising business backlog that could sustain the good 2009
revenue growth rate, though credit challenges would remain
pronounced."

As reported by the TCR on Sept. 8, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on McLean, Va.-based
Alion Science and Technology Corp. to 'CCC+' from 'B-'.  The
rating outlook is negative.

"The downgrade of Alion is a result of the company's recent
operational weakness," said Standard & Poor's credit analyst
Alfred Bonfantini, "and the prospect of further pressure on
revenues, which stem from the continuing resolution on the 2011
Federal government budget that wasn't settled until April 2011,
the subsequent specter of a U.S. government default during the
debt ceiling debate, and the ongoing uncertainty over future
budget cuts and levels."


ALLIED DEFENSE: Dimensional Fund Discloses 6.1% Equity Stake
------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Dimensional Fund Advisors LP disclosed that,
as of Dec. 31, 2011, it beneficially owns 504,883 shares of common
stock of Allied Defense Group Inc. representing 6.13% of the
shares outstanding.  A full-text copy of the filing is available
for free at http://is.gd/MrJxNz

                  About The Allied Defense Group

Vienna, Va.-based The Allied Defense Group, Inc. (OTCQB: ADGI)
-- http://www.allieddefensegroup.com/-- is a multinational
defense business focused on the manufacture and sale of ammunition
and ammunition related products for use by the U.S. and foreign
governments.  Allied's business is conducted by its two wholly
owned subsidiaries: Mecar S.A. and Mecar USA, Inc.  Mecar is
located in Nivelles, Belgium and Mecar USA is located in Marshall,
Texas.

The Company received a subpoena from the U.S. Department of
Justice on Jan. 19, 2010, requesting that the Company produce
documents relating to its dealings with foreign governments.  The
Company said it is unlikely that any distributions to stockholders
will be made until the matters relating to the DOJ subpoena have
been resolved.

The Company's consolidated statements of net assets as of
Sept. 30, 2011, showed $47.80 million in total assets, $3.56
million in total liabilities, and $44.24 million in net assets in
liquidation.

                Plan of Dissolution and Liquidation

On June 24, 2010, the Company signed a definitive purchase and
sale agreement with Chemring Group PLC pursuant to which Chemring
agreed to acquire substantially all of the assets of the Company
for $59,560 in cash and the assumption of certain liabilities.  On
Sept. 1, 2010, the Company completed the asset sale to Chemring
contemplated by the Agreement.  Pursuant to the Agreement,
Chemring acquired all of the capital stock of Mecar for
approximately $45,810 in cash, and separately Chemring acquired
substantially all of the assets of Mecar USA for $13,750 in cash
and the assumption by Chemring of certain specified liabilities of
Mecar USA.  A portion of the purchase price was paid through the
repayment of certain intercompany indebtedness owed to the Company
that would otherwise have been cancelled at closing.  $15,000 of
the proceeds from the sale was deposited into escrow to secure the
Company's indemnification obligations under the Agreement.  The
$15,000 of cash plus earned interest income remains in escrow as
of March 31, 2011.

In conjunction with the Agreement, the Board of Directors of the
Company unanimously approved the dissolution of the Company
pursuant to a Plan of Complete Liquidation and Dissolution.  The
Company's stockholders approved the Plan of Dissolution on
Sept. 30, 2010.  In response to concerns of certain of the
Company's stockholders, the Company has agreed to delay the filing
of a certificate of dissolution with the Delaware Secretary of
State so that the stockholders may continue to transfer the
Company's common stock while the Company resolves the matters
relating to the U.S. Department of Justice subpoena.  The Company
will delay the filing of a certificate of dissolution with the
Delaware Secretary of State until the earlier of Aug. 31, 2011, or
a resolution of all matters concerning the DOJ.

On Sept. 2, 2010, the Company received a staff determination
letter from NYSE Amex LLC.  The Staff Determination stated that
the Exchange determined that the Company no longer complies with
the requirements for continued listing set forth in NYSE Amex LLC
Company Guide Section 1003(c)(i) as a result of the sale of
substantially all of the Company's assets.  On Sept. 20, 2010, the
Company announced that trading of shares of the Company's common
stock had been transferred from the NYSE Amex to the OTCQBTM
Marketplace effective Monday, Sept. 20, 2010.  The Company's
trading symbol is now ADGI.


ALLIED DEFENSE: AQR Capital Discloses 6.7% Equity Stake
-------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, AQR Capital Management, LLC, disclosed that,
as of Dec. 31, 2011, it beneficially owns 555,790 shares of common
stock of The Allied Defense Group representing 6.75% of the shares
outstanding.  A full-text copy of the filing is available at:

                        http://is.gd/1uJAgs

                  About The Allied Defense Group

Vienna, Va.-based The Allied Defense Group, Inc. (OTCQB: ADGI)
-- http://www.allieddefensegroup.com/-- is a multinational
defense business focused on the manufacture and sale of ammunition
and ammunition related products for use by the U.S. and foreign
governments.  Allied's business is conducted by its two wholly
owned subsidiaries: Mecar S.A. and Mecar USA, Inc.  Mecar is
located in Nivelles, Belgium and Mecar USA is located in Marshall,
Texas.

The Company received a subpoena from the U.S. Department of
Justice on Jan. 19, 2010, requesting that the Company produce
documents relating to its dealings with foreign governments.  The
Company said it is unlikely that any distributions to stockholders
will be made until the matters relating to the DOJ subpoena have
been resolved.

The Company's consolidated statements of net assets as of
Sept. 30, 2011, showed $47.80 million in total assets, $3.56
million in total liabilities, and $44.24 million in net assets in
liquidation.

                Plan of Dissolution and Liquidation

On June 24, 2010, the Company signed a definitive purchase and
sale agreement with Chemring Group PLC pursuant to which Chemring
agreed to acquire substantially all of the assets of the Company
for $59,560 in cash and the assumption of certain liabilities.  On
Sept. 1, 2010, the Company completed the asset sale to Chemring
contemplated by the Agreement.  Pursuant to the Agreement,
Chemring acquired all of the capital stock of Mecar for
approximately $45,810 in cash, and separately Chemring acquired
substantially all of the assets of Mecar USA for $13,750 in cash
and the assumption by Chemring of certain specified liabilities of
Mecar USA.  A portion of the purchase price was paid through the
repayment of certain intercompany indebtedness owed to the Company
that would otherwise have been cancelled at closing.  $15,000 of
the proceeds from the sale was deposited into escrow to secure the
Company's indemnification obligations under the Agreement.  The
$15,000 of cash plus earned interest income remains in escrow as
of March 31, 2011.

In conjunction with the Agreement, the Board of Directors of the
Company unanimously approved the dissolution of the Company
pursuant to a Plan of Complete Liquidation and Dissolution.  The
Company's stockholders approved the Plan of Dissolution on
Sept. 30, 2010.  In response to concerns of certain of the
Company's stockholders, the Company has agreed to delay the filing
of a certificate of dissolution with the Delaware Secretary of
State so that the stockholders may continue to transfer the
Company's common stock while the Company resolves the matters
relating to the U.S. Department of Justice subpoena.  The Company
will delay the filing of a certificate of dissolution with the
Delaware Secretary of State until the earlier of Aug. 31, 2011, or
a resolution of all matters concerning the DOJ.

On Sept. 2, 2010, the Company received a staff determination
letter from NYSE Amex LLC.  The Staff Determination stated that
the Exchange determined that the Company no longer complies with
the requirements for continued listing set forth in NYSE Amex LLC
Company Guide Section 1003(c)(i) as a result of the sale of
substantially all of the Company's assets.  On Sept. 20, 2010, the
Company announced that trading of shares of the Company's common
stock had been transferred from the NYSE Amex to the OTCQBTM
Marketplace effective Monday, Sept. 20, 2010.  The Company's
trading symbol is now ADGI.


AMERCABLE INC: S&P Revises CreditWatch Implications to Positive
---------------------------------------------------------------
Standard & Poor's Rating Services revised its CreditWatch
implications on El Dorado, Ark.-based AmerCable Inc. to positive
from negative following the announcement that the company had
agreed to be acquired by Nexans S.A.

"The action reflects Amercable being acquired by a higher-rated
entity and our expectation that its existing debt will likely be
refinanced by Nexans at the closing of the transaction," said
Standard & Poor's credit analyst Gayle Bowerman.

"The CreditWatch listing follows the announcement that AmerCable
has agreed to be acquired by higher-rated Nexans. Under the terms
of the agreement, Nexans will pay $275 million in cash for
AmerCable, funding the acquisition out of existing available cash.
We expect that AmerCable's existing debt will likely be repaid by
Nexans as part of the acquisition," S&P said.

"The 'B-' rating on AmerCable reflects our assessment of the
company's business risk profile as 'vulnerable' and financial risk
profile as 'highly leveraged' (as our criteria define the terms).
The company maintains thin cash balances and may be unable to fund
daily operations if their revolver is not refinanced. We expect
that even small fluctuations in EBTIDA may result in a covenant
violation without a contribution from the company's private equity
sponsor," S&P said.

"In resolving the CreditWatch listing, we will monitor the
progress that the companies make toward closing the transaction,
which they anticipate doing within the next 30 days, subject to
customary closing conditions. We expect, upon closing, to raise
our corporate credit rating on AmerCable, aligning it with our
rating on Nexans and, subsequently, to withdraw both our corporate
credit and issue-level ratings on the company," S&P said.


AMERICAN AIRLINES: Reports $1.1-Billion Loss in Fourth Quarter
--------------------------------------------------------------
AMR Corporation, the parent company of American Airlines, Inc.,
released on February 15, 2012, its fourth quarter and full-year
results for the year ended December 31, 2011.

                Fourth Quarter 2011 Results

AMR recorded a consolidated net loss of $1.1 billion for the
fourth quarter of 2011 compared to a consolidated net loss of $97
million in the fourth quarter of 2010.  The fourth quarter 2011
results include:

  * $886 million in non-cash special charges and reorganization
    items.

  * Of that amount, $768 million is related to special items,
    which includes a $725 million non-cash charge resulting from
    the impairment of certain aircraft and gates and a $43
    million unfavorable adjustment to revenue, as a result of
    changes in assumptions related to the recognition of
    AAdvantage(R) revenue.

  * The Company recognized $118 million in reorganization items,
    primarily due to the rejection of 24 leased aircraft: 20 MD-
    80s and 4 Fokker 100s; as well as professional fees.

Excluding the items described above, the loss in the fourth
quarter of 2011 was $209 million, which compares to a loss,
excluding special items, of $69 million in the same period of
2010.

    Fourth Quarter Financial and Operational Performance

AMR recorded fourth quarter 2011 consolidated revenues of
approximately $6.0 billion, an increase of 7.4 percent year-over-
year.

  * American's mainline passenger revenue per available seat
    mile (unit revenue) increased by 8.9 percent in fourth
    quarter 2011 compared to fourth quarter 2010.

  * Mainline capacity, or total available seat miles, in fourth
    quarter 2011 decreased by 1.9 percent compared to the same
    period in 2010.

  * American's mainline load factor -- or the percentage of
    total seats filled -- was 82.1 percent during fourth quarter
    2011, compared to 81.6 percent in fourth quarter 2010.

Taking into account the impact of fuel hedging, AMR paid
approximately $3.01 per gallon for jet fuel in the fourth quarter
of 2011 versus approximately $2.42 per gallon in fourth quarter
2010, a 24.5 percent increase.  As a result, the Company paid
$394 million more for fuel in fourth quarter 2011 than it would
have paid at prevailing prices from the prior-year period.

                 Fiscal Year 2011 Results

For fiscal 2011, AMR recorded a consolidated net loss of
approximately $2.0 billion, which compares to a consolidated net
loss of $471 million for fiscal 2010.

Fiscal Year 2011 results include:

  * $917 million in non-cash special charges and reorganization
    items.

  * Of that amount, $799 million is related to special items,
    which includes a $725 million non-cash charge resulting from
    the impairment of certain aircraft and gates, $31 million of
    non-recurring non-cash charges related to certain
    sale/leaseback transactions, and a $43 million unfavorable
    adjustment to revenue, as a result of changes in assumptions
    related to the recognition of AAdvantage revenue.

  * The Company also recognized $118 million in reorganization
    items, primarily due to the rejection of 24 leased aircraft:
    20 MD-80s and 4 Fokker 100s; as well as professional fees.

Excluding the items described above, the Company's consolidated
net loss was approximately $1.1 billion in 2011, versus a
consolidated net loss of $389 million excluding special items in
2010.

For fiscal year 2011, including the impact of fuel hedging, AMR
paid an average of $3.01 per gallon for jet fuel compared to an
average of $2.32 in 2010, a 30.1 percent increase.  As a result,
the Company paid nearly $2.0 billion more for jet fuel in full-
year 2011 than it would have paid at prevailing prices in the
prior full-year period.

                About American Airlines

American Airlines, American Eagle and the AmericanConnection(R)
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.
American's award-winning website, AA.com(R), provides users with
easy access to check and book fares, plus personalized news,
information and travel offers.  American Airlines is a founding
member of the oneworld(R) alliance, which brings together some of
the best and biggest names in the airline business, enabling them
to offer their customers more services and benefits than any
airline can provide on its own.  Together, its members and
members-elect serve more than 900 destinations with more than
10,000 daily flights to 149 countries and territories.  American
Airlines, Inc. and American Eagle Airlines, Inc. are subsidiaries
of AMR Corporation. AmericanAirlines, American Eagle,
AmericanConnection, AA.com, and AAdvantage are trademarks of
American Airlines, Inc.  AMR Corporation common stock trades
under the symbol "AAMRQ" on the OTCQB marketplace, operated by
the OTC Markets Group.

AMR Corporation and certain of its United States-based
subsidiaries, including American Airlines, Inc. and AMR Eagle
Holding Corporation, filed voluntary petitions on Nov. 29 for
Chapter 11 reorganization in the U.S. Bankruptcy Court for the
Southern District of New York. More information about the Chapter
11 filing is available on the Internet at
http://aa.com/restructuring.

AMR Corp. filed with the U.S. Securities and Exchange Commission
on February 15, 2012 an annual report on Form 10-K for the year
ended December 31, 2012, summarizing AMR's business and financial
results for 2011 on a consolidated basis.  A full-text copy of
the Form 10-K report is accessible for free at:

            http://ResearchArchives.com/t/s?778d


                    American Airlines, Inc.
                   Consolidated Balance Sheet
                     As of December 31, 2011
                        (In Millions)

ASSETS
Current Assets:
Cash                                                    $280
Short-term investments                                 3,714
Restricted cash and short-term investments               738
Receivables, less allowance for uncollectible
accounts                                                883
Inventories, less allowance for obsolescence             583
Fuel derivative contracts                                 97
Other current assets                                     401
                                                 -----------
Total current assets                                    6,696
                                                 -----------
Equipment and property
  Flight equipment, at cost                           17,890
  Less accumulated depreciation                        6,981
                                                 -----------
                                                      10,909

  Purchase deposits for flight equipment                 746

  Other equipment and property, at cost                5,012
  Less accumulated depreciation                        2,904
                                                 -----------
                                                       2,108
                                                 -----------
                                                      13,763
Equipment and property under capital leases
  Flight equipment                                       641
  Other equipment and property                           199
                                                 -----------
                                                         840
   Less accumulated amortization                         448
                                                 -----------
                                                         392
Other assets
International slots and route authorities                708
Domestic slots and airport operating and gate lease
rights, less accumulated amortization                   183
Other assets                                           1,847
                                                 -----------
                                                       2,738
                                                 -----------
TOTAL ASSETS                                          $23,589
                                                 ===========

LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable                                        $981
Accrued salaries and wages                               489
Fuel derivative liability                                  -
Accrued liabilities                                    1,306
Air traffic liability                                  4,223
Payable to affiliates                                  2,644
Current maturities of long-term debt                   1,518
Current obligations under capital leases                   -
                                                 -----------
Total current liabilities                              11,161

Long-term debt, less current maturities                 6,729
                                                 -----------
Obligations under capital leases, less current
obligations                                                -
                                                 -----------
Other liabilities and credits:
Deferred gains                                           110
Pension and postretirement benefits                    9,204
Other liabilities and deferred credits                 1,470
                                                 -----------
Total other liabilities and credits                    10,784

Liabilities subject to compromise                       3,952

Stockholders' equity:
Common stock                                               -
Additional paid-in capital                             4,455
Accumulated other comprehensive loss                  (4,075)
Accumulated deficit                                   (9,417)
                                                 -----------
                                                      (9,037)
                                                 -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY            $23,589
                                                 ===========

                   American Airlines, Inc.
            Statement of Consolidated Operations
           Twelve Months Ended December 31, 2011
                        (In Millions)

Operating revenues:
Passenger - American Airlines                       $17,947
Passenger - Regional Affiliates                       2,724
Cargo                                                   703
Other revenues                                        2,583
                                                 -----------
Total Operating Revenues                               23,957

Operating expenses:
Aircraft fuel                                         7,434
Wages, salaries and benefits                          6,385
Regional payments to AMR Eagle                        2,418
Other rentals and landing fees                        1,305
Depreciation and amortization                           950
Maintenance, materials and repairs                    1,020
Commissions, booking fees and credit card expense     1,062
Aircraft rentals                                        673
Food service                                            518
Special charges                                         725
Other operating expenses                              2,637
                                                 -----------
Total Operating Expenses                               25,127
                                                 -----------
Operating Income (Loss)                                (1,170)

Other Income (Expense)
Interest income                                          25
Interest expense                                       (689)
Interest capitalized                                     40
Related party                                           (14)
Miscellaneous - net                                     (41)
                                                 -----------
                                                        (679)

Earnings before reorganization items, net              (1,849)
Reorganization items                                    (116)

Income (Loss) Before Income Taxes                      (1,965)
Income tax (benefit)                                       -
                                                 -----------
NET INCOME (LOSS)                                     ($1,965)
                                                 ===========

                    American Airlines, Inc.
             Consolidated Statement of Cash Flows
              Twelve Months Ended December 31, 2011
                        (In Millions)

Cash flow from operating activities
Net earnings (loss)                                  ($1,965)
Adjustments to reconcile net income (loss) to net
cash provided (used) by operating activities
Depreciation                                             819
Amortization                                             131
Equity based stock compensation                           35
Special charges                                          725
Reorganization charges                                   116
Pension and postretirement                               180
Redemption payments under operating leases for
special facility revenue bonds                            -
Change in assets and liabilities
Decrease (increase) in receivables                     (164)
Decrease (increase) in inventories                      (80)
Decrease (increase) in derivative collateral
  and unwound derivative contracts                       (73)
Increase (decrease) in accounts payable and
  accrued liabilities                                   (282)
Increase (decrease) in air traffic liability            567
Increase (decrease) in other liabilities and
  deferred credits                                       654
Other, net                                                 34
                                                 -----------
Net cash provided by (used in) operating activities       697
                                                 -----------

Cash flows from investing activities
Capital expenditures, including purchase
deposits on flight equipment                         (1,432)
Net decrease (increase) in short-term investments        608
Net decrease (increase) in restricted cash and
short-term investments                                 (288)
Proceeds from sale of property, equipment and
investments/subsidiaries                                 (4)
Other                                                       -
                                                 -----------
Net cash provided by (used in) investing
activities                                           (1,116)
                                                 -----------
Cash flows from financing activities:
Payments on long-term debt and capital lease
obligations                                          (2,240)
Proceeds from:
Reimbursement from construction reserve account           -
Issuance of long-term debt                            2,382
Sale leaseback transactions                             703
Funds transferred from affiliates, net                   (311)
                                                 -----------
Net cash provided by (used in) financing activities       534
                                                 -----------
Net increase (decrease) in cash                           115
                                                 -----------
Cash at beginning of year                                 165
                                                 -----------
Cash and cash equivalents at end of year                 $280
                                                 ===========

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Proposes to Honor Labor Arbitration Obligations
------------------------------------------------------------------
AMR Corporation and its debtor affiliates seek the Court's
permission to pay or honor prepetition obligations to the neutral
arbitrator and court reporters providing services in connection
with arbitration hearings related to the Debtors' collective
bargaining agreements.

A majority of AMR's U.S.-based employees are unionized and
subject to collective bargaining agreements.  Pursuant to the
Railway Labor Act, each CBA includes provisions allowing covered
employees to file grievances, which set forth the manner in which
grievances are to be processed or resolved.  The Railway Labor
Act requires the parties to establish a system board of
adjustment for the purpose of adjusting and deciding disputes or
grievances which may arise under the CBAs.

The granting or denial of a grievance is determined by the
majority vote of the System Board.  In general, the System Board
consists of five members: two appointed by the Debtors, two
appointed by the union, and one neutral member.  Pursuant to the
CBAs, the System Board is contractually required to maintain a
complete record of all matters submitted to it for its
consideration and of all findings and decisions made. In that
regard, the Debtors retain certain individuals who provide court
reporting services in connection with the Labor Arbitrations.

As of the Petition Date, the Debtors owed the Neutral Arbitrators
$220,000 and the Court Reporters $5,000.

The failure to pay for those past fees will not only damage or
end the Debtors' relationships with the Neutral Arbitrators (most
if not all of whom will continue to be asked to hear and decide
grievance disputes under the CBAs) and the Court Reporters, but
also threaten the future success of the labor grievance
resolution process, Alfredo R. Perez, Esq., at Weil, Gotshal &
Manges LLP, in New York, stresses.  He assures the Court that the
amounts owed are minimal in comparison to the benefits to the
labor grievance resolution.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Wants Stay Extended to Third-Party Defendants
----------------------------------------------------------------
AMR Corp. and its affiliates ask the U.S. Bankruptcy Court for the
Southern District of New York to extend the automatic stay imposed
under Section 362 of the Bankruptcy Code to third parties named as
defendants in 24 actions pending in different state and federal
courts.  The lawsuits involve the Debtors and relate to
activities and events prior to the Petition Date.  The Third-
Party Defendants are either directors, officers, or employees of
the Debtors, who are third parties indemnified by the Debtors or
benefit plans administered by the Debtors.

Pursuant to Section 362(a), the Actions are automatically stayed
against the Debtors, but not specifically against the Third-Party
Defendants.  The Debtors assert that there is identity of
interest between the Third-Party Defendants and the Debtors that
Actions against the Third-Party Defendants are essentially
Actions against the Debtors.  Thus, to effectuate the purpose of
the Automatic Stay, it is necessary to extend the Automatic Stay
to the Third-Party Defendants in the Actions, the Debtors further
assert.

Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, in New
York, specifies that judgments against the Third-Party Defendants
in the Actions could affect property of the estates because the
Debtors have obligations to pay the costs to defend and to
indemnify certain Third-Party Defendants with respect to any
liability they may incur in connection with the Actions.

Mr. Youngman adds that continued prosecution of certain of the
Benefit Plan Actions may implicate property of the Debtors'
estates because the Debtors' Benefit Plans on an aggregated basis
are underfunded.  Therefore, any additional claims asserted
against the Benefit Plans, on account of an adverse judgment in
one of the Benefit Plan Actions, would increase the amount of the
underfunding, he notes.  The Debtors may become financially
responsible for the amount of the underfunding by reason of
either an obligation to make increased contributions to the
Benefit Plans or increased claims against the Debtors on account
of the underfunding, he tells the Court.

Furthermore, Mr. Youngman asserts that the continued prosecution
of the claims against certain Third-Party Defendants in the
Actions will require the Debtors and their directors, officers,
and employees to expend time and resources participating in the
litigation, notwithstanding the fact that those Actions may be
stayed as against the Debtors, to the detriment of the Debtors'
reorganization efforts under Chapter 11.

The Debtors, Mr. Youngman further asserts, could be subject to
substantial collateral estoppel risks, due to respondent
superior, agency, or similar allegations, which will effectively
compel the Debtors to actively participate in the Actions, with
substantial cost to the Debtors and distraction of their
management.

A table showing the subject actions and third-party defendants is
available for free at http://bankrupt.com/misc/amr3rdparties.pdf

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Wants Lift Stay to Recoup DiFiore Suit Costs
---------------------------------------------------------------
In 2006, ten American skycaps sued American Airlines, Inc., for
instituting a $2 charge for curbside baggage check-in, alleging
that this policy diverted their tip revenue in violation of
Massachusetts law.  The case is captioned DiFiore v. American
Airlines, Inc., No. CA 06-05311-6 (Mass. Sup. Ct. filed Dec. 20,
2006).  American removed the action to federal court and the U.S.
District Court for the District of Massachusetts ultimately
entered a judgment in favor of American.  On January 12, 2012,
American filed a motion to amend the judgment to include the
costs and fees it incurred in connection with defending the
DiFiore Action.

By this motion, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to lift the automatic stay to allow
them to proceed with the DiFiore Action for the limited purpose
of seeking to add costs and fees to the judgment granted in their
favor.

Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, in New
York, states that although all that remains in the DiFiore Action
is American's affirmative motion, because the DiFiore Action was
originally commenced by the Plaintiffs, the Motion to Amend may
be subject to the automatic stay.  Moreover, he relates, the
Plaintiffs have opposed American's Motion to Amend on the ground
that it is stayed.

Mr. Youngman asserts that allowing American to proceed with the
Motion to Amend will not interfere with the bankruptcy case.  The
Debtors, he points out, are not being asked to put forth
additional funds; instead, they are asking to be able to proceed
with a motion to recoup costs they have previously expended.
Should the Motion to Amend be decided in American's favor,
American's creditors will benefit from the award of costs and
fees that the estate will receive, he adds.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN VISUAL: Bulletin-Board Maker to Auction Assets March 1
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that American Visual Display Products Inc., a manufacturer
of marker and bulletin boards, intends to sell much of its
property at auction on March 1.

According to the report, a buyer is willing to pay $325,000 for
American Visual's inventory, equipment, customer contracts and
customer lists, the company said.  The building, accounts
receivable and cash aren't being sold.

If the bankruptcy judge goes along, the auction and the sale-
approval hearing would both take place on March 1.  A quick sale
is the only hope for maintaining operations, the company said.

American Visual filed a Chapter 11 petition (Bankr. M.D. Ala. Case
No. 12-30312) on Feb. 8, 2012.  Von G. Memory, Esq., at Memory &
Day, serves as counsel to the Debtor.  The company, based in
Wetumpka, Alabama, said cash flow has been inadequate to support
the business.  The Debtor disclosed assets of $1.56 million and
debt totaling $2.44 million as of the Chapter 11 filing.


ATLANTIC & PACIFIC: Postpetition Warn Claim Deemed Pre-Bankruptcy
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when Great Atlantic & Pacific Tea Co. rejected a
contract with a trucking company, the trucker didn't have the
right to sue the supermarket operator in state court for causing a
violation of the so-called Warn Act for failure to give workers
the required 60 days' notice of mass firings.

Mr. Rochelle recounts that after the bankruptcy court authorized
A&P to terminate the trucking contract, Grocery Haulers Inc.,
immediately fired workers, leading the union to sue the trucker in
state court for violation of the Warn Act.  The trucker responded
by filing a motion in bankruptcy court, asking for permission to
file its own suit in state court against A&P for causing the Warn
Act violation.  The bankruptcy court didn't allow the suit in
state court, saying it would violate the so-called automatic stay
in Section 362 of the Bankruptcy Code.

The report relates that on appeal, U.S. District Judge Cathy
Seibel in White Plains, New York, upheld the bankruptcy judge on
Jan. 27.  In the process, she ruled that the trucker's claims
against A&P are deemed to have arisen before bankruptcy, even
though the firings occurred after bankruptcy.  Judge Seibel
reasoned that because bankruptcy law creates a legal fiction that
contract rejections occur immediately before bankruptcy, resulting
damages such as violation of the Warn Act likewise are pre-
bankruptcy claims.

                  About Great Atlantic & Pacific

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific is a supermarket retailer, operating under a variety of
well-known trade names, or "banners" across the mid-Atlantic and
Northeastern United States.  Before filing for bankruptcy in 2010,
A&P operated 429 stores in 8 states and the District of Columbia
under the following trade names: A&P, Waldbaum's, Pathmark,
Pathmark Sav-a-Center, Best Cellars, The Food Emporium, Super
Foodmart, Super Fresh and Food Basics.  A&P had 41,000 employees
prior to the bankruptcy filing.

A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case No. 10-24549) on Dec. 12, 2010, in White Plains, New York.
In its petition, A&P reported total assets of $2.5 billion and
liabilities of $3.2 billion as of Sept. 11, 2010.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.

A&P obtained court approval for a new contract with C&S Wholesale
Grocers Inc., its principal supplier.  The contract is designed to
save A&P $50 million a year when the supermarket operator emerges
from Chapter 11 reorganization.

A&P sold 12 Super-Fresh stores in the Baltimore-Washington area
for $37.83 million, plus the value of inventory.  Thirteen other
locations didn't attract buyers at auction and were closed mid-
July 2011.

In January 2012, Great Atlantic announced it will close 14
"underperforming" stores in four states.  The closings are to be
completed in the company's fiscal first quarter.


ATLANTIC & PACIFIC: New Plan Eliminates Cash for Unsecureds
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Great Atlantic & Pacific Tea Co. was unable to nail
down $750 million in bank financing required for its bankruptcy
reorganization plan.  To avoid having the business liquidate, the
supermarket operator is reducing the financing to $650 million and
eliminating a $40 million cash payment to several classes of
unsecured creditors.  A&P will attempt to confirm the revised plan
at a hearing now set for Feb. 27.

According to the report, instead of the $40 million cash payment,
several classes of unsecured creditors will receive contingent
payments that could be as much as $40 million.  If the business is
sold within five years, so net cash to the new owners is at least
$800 million, unsecured creditors will receive $10 million for
their contingent payment rights.  The contingent payment increases
until it reaches $40 million if the owners receive net cash of
$1.5 billion from a sale.

Mr. Rochelle notes that the contingent payment rights are to be
non-transferrable.  To avoid having creditors vote again on the
plan, the classes of unsecured creditors will be deemed to vote
against the plan.  To confirm, A&P will use the process, where the
company will show that the contingent rights are more than the
classes would receive were the company liquidated in Chapter 7
bankruptcy.

The affected classes of unsecured creditors include convertible
notes, senior notes, bond claims, trade claims and landlord
claims.

Before the amendment, the disclosure statement told unsecured
creditors they should recover from 2.1 percent to 2.7 percent.

                  About Great Atlantic & Pacific

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific is a supermarket retailer, operating under a variety of
well-known trade names, or "banners" across the mid-Atlantic and
Northeastern United States.  Before filing for bankruptcy in 2010,
A&P operated 429 stores in 8 states and the District of Columbia
under the following trade names: A&P, Waldbaum's, Pathmark,
Pathmark Sav-a-Center, Best Cellars, The Food Emporium, Super
Foodmart, Super Fresh and Food Basics.  A&P had 41,000 employees
prior to the bankruptcy filing.

A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case No. 10-24549) on Dec. 12, 2010, in White Plains, New York.
In its petition, A&P reported total assets of $2.5 billion and
liabilities of $3.2 billion as of Sept. 11, 2010.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.

A&P obtained court approval for a new contract with C&S Wholesale
Grocers Inc., its principal supplier.  The contract is designed to
save A&P $50 million a year when the supermarket operator emerges
from Chapter 11 reorganization.

A&P sold 12 Super-Fresh stores in the Baltimore-Washington area
for $37.83 million, plus the value of inventory.  Thirteen other
locations didn't attract buyers at auction and were closed mid-
July 2011.

In January 2012, Great Atlantic announced it will close 14
"underperforming" stores in four states.  The closings are to be
completed in the company's fiscal first quarter.


AVANTAIR INC: Gilder Gagnon Discloses 14.7% Equity Stake
--------------------------------------------------------
Gilder, Gagnon, Howe & Co. LLC disclosed in an amended Schedule
13G filed with the U.S. Securities and Exchange Commission that,
as of Dec. 31, 2011, it beneficially owns 3,896,896 shares of
common stock of Avantair, Inc., representing 14.7% of the shares
outstanding.  A full-text copy of the filing is available at:

                        http://is.gd/4wtaNo

                        About Avantair Inc.

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

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

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

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


AVENTINE RENEWABLE: BHR Capital Owns 5.14% of Common Stock
----------------------------------------------------------
BHR Capital LLC, discloses that as of Dec. 31, 2011, it
beneficially owns 385,230 of Aventine Renewable Holdings, Inc.'s
Common Stock, $0.001 par value, representing 5.14% of the Issuer's
outstanding common stock.  Mr. Michael N. Thompson, as the
principal of BHR, shares voting and dispositive power over the
shares.

A copy of the SC 13G/A is available for free at:

                       http://is.gd/coxd8b

                     About Aventine Renewable

Pekin, Illinois-based Aventine Renewable Energy Holdings, Inc.
(OTC BB: AVRW) -- http://www.aventinerei.com/-- markets and
distributes ethanol to many of the leading energy companies in the
U.S.  In addition to producing ethanol, its facilities also
produce several by-products, such as distillers grain, corn gluten
meal and feed, corn germ and grain distillers dried yeast, which
generate revenue and allow the Company to help offset a
significant portion of its corn costs.

The Company and and all of its direct and indirect subsidiaries
filed for Chapter 11 on April 7, 2009 (Bankr. D. Del. Lead Case
No. 09-11214).  The Debtors filed their First Amended Joint Plan
of Reorganization under Chapter 11 of the Bankruptcy Code on
Jan. 13, 201.  The Plan was confirmed by order entered by the
Bankruptcy Court on Feb. 24, 2010, and became effective on
March 15, 2010.

The Company reported a net loss of $11.2 million on $221.6 million
of net sales for the three months ended Sept. 30, 2011, as
compared to a net loss of $6.6 million on $97.5 million of net
sales for the same period of 2010.

The Company reported a net loss of $54.3 million on $632.7 million
of net sales for the nine months ended Sept. 30, 2011.  The
Company reported a net loss of $266.3 million on $77.7 million of
net sales for the two months ended Feb. 28, 2010 (predecessor
period), and a net loss of $23.0 million on $231.3 million of net
sales for the seven months ended Sept. 30, 2010 (successor
period), for a combined net loss of $289.0 million on
$309.0 million of net sales for the nine months ended Sept. 30,
2010.

For the nine months ended Sept. 30, 2011, seven months ended
Sept. 30, 2010, and two months ended Feb. 28, 2010, the Company
generated net losses of $54.3 million, $23.0 million and
$266.3 million, respectively.

The loss in the nine months ended Sept. 30, 2011, is primarily due
to increased corn costs relative to ethanol values and elevated
conversion costs at Mt. Vernon due to start-up inefficiencies, as
well as a $9.4 million loss incurred on the early extinguishment
of the 13% senior secured notes due 2015.  Contributing to the
loss in the seven months ended Sept. 30, 2010, was higher SG&A
expenses associated with the hiring of new executive management in
connection with the Company;'s emergence from bankruptcy.  The
loss in the two months ended Feb. 28, 2010, is primarily
attributable to adjustments of $387.7 million required to report
assets and liabilities at fair value under fresh start accounting
and $20.3 million of reorganization items resulting from the
Company's Chapter 11 bankruptcy filing, which were offset by a
gain due to plan effects of $136.6 million.

The Company's balance sheet at Sept. 30, 2011, showed
$415.9 million in total assets, $264.5 million in total
liabilities, and stockholders' equity of $151.4 million.

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

                       http://is.gd/nG57mO

                          *     *     *

Standard & Poor's Ratings Services lowered its corporate credit
rating on Aventine Renewable Energy Holdings Inc. to 'CCC+'. "At
the same time, it lowered the $225 million senior secured note
issue rating to 'B-'.  S&P removed its ratings on Aventine from
CreditWatch with negative implications, where it placed them on
Sept. 30, 2011.  The '2' recovery rating remains unchanged. The
outlook is negative," S&P said.


BARNWELL COUNTY: Has Until March 19 to Propose Chapter 11 Plan
--------------------------------------------------------------
The Hon. David R. Duncan of the U.S. Bankruptcy Court for the
District of South Carolina extended until March 19, 2012, Barnwell
County Hospital's time to file a proposed chapter 9 plan.

                      About Barnwell County

Barnwell County Hospital in South Carolina filed for municipal
reorganization under Chapter 9 of the Bankruptcy Code (Bankr. D.
S.C. Case No. 11-06207) on Oct. 5, 2011, in Columbia, South
Carolina.  The hospital is licensed for 53 beds, although only 31
are currently operating. It also operates three rural health
clinics in southwestern South Carolina.  The hospital said it
filed because the county said it's no longer willing or able to
fund losses.  The hospital has no bonded debt.  Assets and debts
are both less than $10 million.

Judge David R. Duncan oversees the case.  Lindsey Carlbert
Livingston, Esq., and Stanley H. McGuffin, Esq., at Haynsworth
Sinkler Boyd, PA, represent the Debtor as counsel.  The petition
was signed by Charles Lowell Jowers, Sr., chairman of the
hospital's board of trustees.

W. Clarkson McDow, Jr, the U.S. Trustee for Region 4, appointed
three unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Barnwell County Hospital.


BAYWOOD CAPITAL: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: Baywood Capital LLC
        2406 West Ocean Front
        Newport Beach, CA 92663

Bankruptcy Case No.: 12-11819

Chapter 11 Petition Date: February 14, 2012

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

Debtor's Counsel: Stanley D. Bowman, Esq.
                  700 N Pacific Coast Hwy., Suite 202A
                  Redondo Beach, CA 90277
                  Tel: (310) 937-4529
                  E-mail: sb@stanleybowman.com

Estimated Assets: $0 to $50,000

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Capitol One               Bank loan              $2,919,542
P O Box 21887
Eagan, MN 55121

The petition was signed by Moses Mortazavi, manager.


BEACON POWER: Capital Ventures Owns 4.5% of Common Shares
---------------------------------------------------------
Capital Ventures International discloses that as of Dec. 31, 2011,
it beneficially owns 1,503,637 shares representing 4.5% of Beacon
Power Corporation's Common Stock.  Heights Capital Management,
Inc. is the investment manager to Capital Ventures International
and as such may exercise voting and dispositive power over these
shares.

A copy of the Schedule 13G/A is available for free at:

                       http://is.gd/xRg37l

                       About Beacon Power

Beacon Power Corporation 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: Anchorage Capital Owns 7.5% Equity Stake
------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Anchorage Capital Group, LLC, and its
affiliates disclosed that, as of Dec. 31, 2011, they beneficially
own 5,841,908 shares of common stock of Beazer Homes USA, Inc.,
representing 7.5% of the shares outstanding.  As previously
reported by the TCR on Feb. 28, 2011, Anchorage Capital disclosed
beneficial ownership of 4,333,111 common shares.  A full-text copy
of the amended filing is available at http://is.gd/a6im25

                         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: Paulson & Co. Discloses 7.5% Equity Stake
-------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Paulson & Co. Inc. disclosed that, as of
Dec. 31, 2011, it beneficially owns 5,834,339 shares of common
stock of Beazer Homes USA, Inc., representing 7.54% of the shares
outstanding.  As previously reported by the TCR on Feb. 24, 2011,
Paulson & Co. disclosed beneficial ownership of 5,800,000 common
shares.  A full-text copy of the amended filing is available for
free at http://is.gd/3puRpp

                        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: GSO Capital Equity Stake Now Under 5%
---------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, GSO Capital Partners LP and its affiliates
disclosed that, as of Dec. 31, 2011, they beneficially own
3,500,000 shares of common stock of Beazer Homes USA Inc.
representing 4.6% based on 76,407,279 shares of common stock
outstanding as of Dec. 12, 2011.  As previously reported by the
TCR on Feb. 28, 2011, GSO Capital disclosed beneficial ownership
of 3,979,670 common shares.  A full-text copy of the amended
filing is available for free at http://is.gd/xmgsF1

                        About Beazer Homes

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

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

                           *     *     *

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

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

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

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


BERNARD L. MADOFF: Trustee Pleads for Reinstatement of Bank Suits
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Irving Picard, the trustee liquidating Bernard L.
Madoff Investment Securities Inc., filed more than 200 pages of
briefs attempting to overturn rulings by two judges who dismissed
most of his multibillion-dollar lawsuits against HSBC Holdings
Plc, JPMorgan Chase & Co., UBS AG and UniCredit SpA.

The two U.S. district court judges independently concluded that
Mr. Picard didn't have the right to file suit based on claims
belonging to creditors.

The report relates that in filings with the U.S. Court of Appeals,
Mr. Picard contends the lower courts were incorrect in concluding
that a 1978 opinion from the New York appeals court in a case
called Redington was overturned by the U.S. Supreme Court.  The
trustee reads Redington, a case also involving a liquidation of a
broker under the Securities Investor Protection Act, as giving him
the ability to sue when all customers were equally harmed.  The
trustee reads the law as saying he can't sue only if there is
"particularized injury" to some creditors and not others.

Mr. Picard, the report relates, argued against application of a
defense called in pari delicto that the banks successfully raised
in district court.  According to the lower courts, Mr. Madoff's
fraudulent activities taint the trustee, who is thereby precluded
from suing others who participated in the fraud.  Mr. Picard
contends in pari delicto isn't applicable because he isn't an
ordinary trustee.  Rather, he serves under SIPA and is charged
with collecting assets for the benefit of customers.  The
trustee's third main attack is based on the fact that the
Securities Investor Protection Corp. has paid $800 million to
customers.  Mr. Picard argued that SIPA authorizes him to sue on
behalf of customers to recover the $800 million.

The banks will file their briefs on April 5.  Mr. Picard will
file his final brief on April 26.

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BEYOND OBLIVION: Initial Bids Due March 15
------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Beyond Oblivion Inc. received authority from the
judge Feb. 16 to sell the assets at auction next month.  Bids are
due initially on March 15.  A hearing to approve the sale is set
for March 26.  An initial bid must be for no less than $1.5
million.

                       About Beyond Oblivion

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

Beyond Oblivion Inc. filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 12-10282) on Jan. 24, 2012, estimating
assets of between $1 million and $10 million, and debts of between
$100 million to $500 million.  The Company owes $50 million each
to Sony Music Entertainment and Warner Music Group in unsecured
'trade debt.'

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


BILLINGS VENTURES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Billings Ventures L.P.
          dba The Reef At Bighorn Resort
              Ighorn Resort
          fdba Wingate By Wyndham At Bighorn Resort
        1801 Majestic Lane
        Billings, MT 59102

Bankruptcy Case No.: 12-60189

Chapter 11 Petition Date: February 17, 2012

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

Judge: Ralph B. Kirscher

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

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

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

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

The petition was signed by Jacob C. Brosovich, president.


BIOFUEL ENERGY: Cargill Biofuels Discloses 7.9% Equity Stake
------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Cargill Biofuels Investments, LLC, disclosed
that, as of Dec. 31, 2011, it beneficially owns 8,273,386 shares
of common stock of Biofuel Energy Corp. representing 7.93% of the
shares outstanding.  A full-text copy of the filing is available
for free at http://is.gd/3LFtGG

                       About Biofuel Energy

Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF) --
http://www.bfenergy.com/-- aims to become a leading ethanol
producer in the United States by acquiring, developing, owning and
operating ethanol production facilities.  It currently has two
115 million gallons per year ethanol plants in the Midwestern corn
belt.

The Company reported a net loss of $25.22 million on
$453.41 million of net sales for the year ended Dec. 31, 2010,
compared with a net loss of $19.70 million on $415.51 million of
net sales during the prior year.

The Company's balance sheet at June 30, 2011, showed $311.74
million in total assets, $219.59 million in total liabilities and
$92.14 million in total equity.

The Company also reported a net loss of $14.81 million on
$489.08 million of net sales for the nine months ended Sept. 30,
2011, compared with a net loss of $24.16 million on $312.03
million of net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$305.51 million in total assets, $210.43 million in total
liabilities, and $95.08 million in total equity.

                        Bankruptcy Warning

Should commodity margins narrow again and continue for an extended
period of time, the Company may not generate sufficient cash flow
from operations to both service its debt and operate its plants.
The Company is required to make, under the terms of its Senior
Debt facility, quarterly principal payments in a minimum amount of
$3,150,000, plus accrued interest.  The Company cannot predict
when or if crush spreads will fluctuate again or if the current
commodity margins will improve or worsen.  If crush spreads were
to narrow again and continue there for an extended period of time,
the Company may expend all of its sources of liquidity, in which
event the Company would not be able to pay principal and interest
on its debt.  Any inability to pay principal and interest on the
Company's debt would lead to an event of default under the
Company's Senior Debt facility, which, in the absence of
forbearance, debt service abeyance or other accommodations from
its lenders, could require the Company to seek relief through a
filing under the U.S. Bankruptcy Code.  The Company expects
fluctuations in the crush spread to continue.


BLAIR VENTURES: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Blair Ventures, LLC
        15165 Ventura Boulevard, Suite 140
        Sherman Oaks, CA 91403

Bankruptcy Case No.: 12-10612

Chapter 11 Petition Date: February 14, 2012

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

Debtor's Counsel: Mark K. Lindenberg, Esq.
                  GOLDBERG SCUDIERI AND LINDENBERG, P.C.
                  45 West 45th Street, Suite 1401
                  New York, NY 10036
                  Tel: (212) 921-1600
                  Fax: (212) 840-3941
                  E-mail: bankruptcynotice@gslblaw.com

Estimated Assets: $0 to $50,000

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/nysb12-10612.pdf

The petition was signed by Daniel Shalom, president.


BLUEKNIGHT ENERGY: Solus Alernative Holds 9% of Common Units
------------------------------------------------------------
Solus Alternative Asset Management LP and its affiliates disclosed
in a Schedule 13G filed with the U.S. Securities and Exchange
Commission that, as of Dec. 31, 2011, they beneficially own
2,502,692 common units of Blueknight Energy Partners, L.P.,
representing 9.99% of common units outstanding.  A full-text copy
of the filing is available at http://is.gd/UFwsEh

                      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.


BMB MUNAI: Incurs $304,000 Net Loss in Dec. 31 Quarter
------------------------------------------------------
BMB Munai, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $304,217 on $0 of revenue for the three months ended Dec. 31,
2011, compared with net income of $1.36 million on $0 of revenue
for the same period a year ago.

The Company reported a net loss of $138.84 million on $0 of
revenue for the nine months ended Dec. 31, 2011, compared with net
income of $1.67 million on $0 of revenue for the same period
during the prior year.

The Company did not generate any revenue during the three months
ended Dec. 31, 2011, and 2010 except from oil and gas sales
through Emir Oil.

The Company's balance sheet at Dec. 31, 2011, showed
$42.26 million in total assets, $20.51 million in total
liabilities, all current, and $21.74 million in total
shareholders' equity.

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

                       Bankruptcy Warning

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

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

                        http://is.gd/rBH179

                          About BMB Munai

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


CAESARS ENTERTAINMENT: Hamlet Discloses 70.1% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Hamlet Holdings LLC disclosed that, as of
Feb. 8, 2012, it beneficially owns 87,605,299 shares of common
stock of Caesars Entertainment Corporation representing 70.1% of
the shares outstanding.  The calculation is based on 125,025,500
shares of common stock outstanding as of Feb. 13, 2012, which
figure is based on information set forth in the Final Prospectus,
dated Feb. 7, 2012, filed by the Corporation with the Securities
and Exchange Commission pursuant to Rule 424(b)(4) on Feb. 8,
2012.

On Jan. 28, 2008, Caesars Entertainment announced the completion
of its merger with Hamlet Merger Inc.  The Merger was completed
pursuant to the Agreement and Plan of Merger, dated as of Dec. 19,
2006, by and among Holdings, Merger Sub and the Corporation.
Pursuant to the Merger Agreement, upon consummation of the Merger,
Merger Sub merged with and into the Corporation, with the
Corporation as the surviving corporation, and each issued and
outstanding share of common stock of the Corporation was converted
into the right to receive a purchase price of $90 per share in
cash.  As a result of the Merger, the issued and outstanding
shares of non-voting common stock, par value $0.01 per share, and
the non-voting preferred stock, par value $0.01 per share, of
Merger Sub, which were owned by entities affiliated with the
Sponsors and certain co-investors and by members of management,
were converted into shares of Non-Voting Stock of the Corporation,
and the issued and outstanding shares of voting common stock of
Merger Sub, which were converted into shares of Voting Common
Stock of the Corporation, were owned by Holdings.  On Jan. 30,
2008, the Corporation issued additional shares of Non-Voting Stock
to certain entities affiliated with the Sponsors.

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

                       http://is.gd/9TpYgA

                    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.


CALIFORNIA PIZZA: S&P Assigns 'B' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to California Pizza Kitchen Inc. (CPK). The outlook
is stable.

"At the same time, we assigned our 'B' issue-level rating to the
company's senior secured first-lien credit facility, which
consists of a $260 million six-year term loan and a $30 million
five-year revolver. The recovery rating is '3', indicating our
expectation of meaningful (50% to 70%) recovery for lenders in the
event of a payment default," S&P said.

"Private-equity firm Golden Gate Capital (GGC) used the proceeds
from the term loan, along with proceeds from a $75 million second-
lien term loan (which we do not rate), and a $150 million equity
contribution to fund the purchase of CPK," S&P said.

"The ratings on CPK reflect our expectation that the company's
financial profile will evolve to 'highly leveraged'," said
Standard & Poor's credit analyst Diya Iyer.

"We note that current credit metrics may point to an 'aggressive'
evaluation, but that the company's ownership by a private equity
firm suggests that dividend recapitalizations or other additions
to debt are likely, indicating that the financial risk profile
will transition to 'highly leveraged.' It also reflects our
opinion that GGC's new management team will continue to execute
cost-saving initiatives, including labor reductions that will
offset flat sales in 2012. We consider the company's business risk
profile 'vulnerable' because of intense competition in the
restaurant space, CPK's limited format diversity, its geographic
concentration in California (where 35% of the company-owned store
base is located), and its exposure to volatile commodity costs,"
S&P said.

"The stable ratings outlook reflects our view that in our base
case forecast, California Pizza Kitchen's operating performance
and credit measures won't change materially over the near term.
For 2012, we expect cost-reduction initiatives and menu
optimization to result in slightly improved same-store sales
comparisons, EBITDA margins in the 12% range, and leverage in the
mid-4x area," S&P said.

"We could raise the rating if CPK demonstrates a commitment to
reducing leverage and is successful in enhancing profitability and
propelling consistent and sustainable sales growth. This would
result in leverage below 4.0x and coverage greater than 3x. Under
this scenario, EBITDA would grow by 20%. We could lower the rating
if operating performance and credit protection measures
deteriorate, leading to leverage approaching 6.0x or interest
coverage of less than 2x. This would likely be due to poor
execution of its strategic initiatives, greater-than-expected
commodity cost pressure, or intensified competition. Under this
scenario, EBITDA would decline by about 20% from projected 2012
EBITDA. A lower rating could also result from tightening covenant
cushion to below 10% of EBITDA," S&P said.


CANO PETROLEUM: Amends Consulting Agreement with John Homier
------------------------------------------------------------
Cano Petroleum, Inc., entered into an amendment to the Consulting
Agreement dated July 11, 2011, between the Company and John H.
Homier.  Pursuant to the Consulting Agreement, Mr. Homier serves
as the Chief Financial Officer and Secretary of the Company.  The
Consulting Agreement Amendment amends the Consulting Agreement by
providing for the Company to pay Mr. Homier a consulting fee of
$395 per hour beginning on Jan. 1, 2012, in place of the previous
Consulting Fee paid to Mr. Homier equal to $30,000 per month, and
a cash bonus of $150,000 upon the termination of the Consulting
Agreement by the Company for any reason other than Mr. Homier's
gross negligence or willful misconduct.  The Consulting Agreement
Amendment also provides for the Company to pay Mr. Homier a
retainer of $20,000 upon the execution of the Consulting Agreement
Amendment.

On Feb. 8, 2012, the Company entered into an amendment to the
Engagement Letter dated Feb. 10, 2011, between the Company and
Blackhill Partners LLC.  Pursuant to the Engagement Letter, James
R. Latimer III serves as Chief Executive Officer and a member of
the board of directors of the Company.  The Engagement Letter
Amendment amends the Engagement Letter by providing for the
Company to pay Blackhill professional fees of $475 per hour that
Mr. Latimer provides services to the Company beginning on Jan. 1,
2012, in place of the previous professional fees paid to Blackhill
equal to $50,000 per month.

                       About Cano Petroleum

Cano Petroleum, Inc., is an independent Texas-based energy
producer with properties in the mid-continent region of the United
States.  Cano's primary focus is on increasing domestic production
from proven fields using enhanced recovery methods.  Cano trades
on the NYSE Amex Stock Exchange under the ticker symbol CFW.

The Company's balance sheet at Sept. 30, 2011, showed
$63.37 million in total assets, $116.25 million in total
liabilities, and a $52.88 million total stockholders' deficit.

The Company reported a net loss of $185.70 million on
$26.12 million of total operating revenues for the year ended
June 30, 2011, compared with a net loss of $11.54 million on
$22.85 million of total operating revenues during the prior year.

"Due to our current financial condition, including a history of
continued losses, defaults under our loan agreements and our
Series D Preferred Stock, no available borrowing capacity,
constrained cash flow and negative working capital, and limited to
no access to additional capital, there is substantial doubt about
our ability to continue as a going concern."

Hein & Associates LLP, in Dallas, Texas, noted that the Company
has suffered recurring losses from operations and has a net
capital deficiency that raise substantial doubt about its ability
to continue as a going concern.

                       Bankruptcy Warning

In the past, the Company's strategy had been to convert its
estimated proved undeveloped reserves into proved producing
reserves, improve operational efficiencies in its existing
properties and acquire accretive proved producing assets suitable
for secondary and enhanced oil recovery at low cost.  Due to the
Company's current financial constraints, including continued
losses, defaults under the Company's loan agreements and the
Company's Series D Preferred Stock, no available borrowing
capacity, constrained cash flow, negative working capital, and
limited to no other capital availability, the Company is reviewing
strategic alternatives which include the sale of the Company, the
sale of some or all of the Company's existing oil and gas
properties and assets, potential business combinations, debt
restructuring, including recapitalizing the Company, and
bankruptcy.  The Company continues to focus on cash management and
cost reduction efforts to improve both its cash flow from
operations and profitability.


CAPITOL CITY: Files Amendment No.3 to Form S-1 Prospectus
---------------------------------------------------------
Capitol City Bancshares, Inc., filed with the U.S. Securities and
Exchange Commission Amendment No.3 to Form S-1 relating to the
Company's offer to sell up to 5,000,000 shares of its common stock
for $2.50 per share.  The minimum purchase for any investor is 200
shares and the maximum purchase for any investor is 900,000
shares.  The Company has the right, in its discretion, to accept
subscriptions for a lesser or greater amount.  This offering will
continue on an ongoing basis pursuant to the applicable rules of
the Securities and Exchange Commission, or until all 5,000,000
shares of common stock are sold, or the Company, in its sole
discretion, decides to end the offering, whichever occurs first.

There is no underwriter involved in this offering.  The Company's
directors and officers will offer and sell the common stock on a
best-efforts basis without compensation.  The Company believes it
will not be deemed to be brokers or dealers due to Rule 3a4-1
under the Securities Exchange Act of 1934.  There is no minimum
number of shares the Company must sell in this offering.  The
proceeds from this offering will be immediately available to the
Company regardless of the number of shares it sells.

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

                        http://is.gd/grGEem

                         About Capitol City

Atlanta, Ga.-based Capitol City Bancshares, Inc., was incorporated
under the laws of the State of Georgia on April 14, 1998, for the
purpose of serving as a bank holding company for Capitol City Bank
and Trust Company.  The Bank operates a full-service banking
business and engages in a broad range of commercial banking
activities, including accepting customary types of demand and
timed deposits, making individual, consumer, commercial, and
installment loans, money transfers, safe deposit services, and
making investments in U.S. government and municipal securities.
The Bank serves the residents of the City of Atlanta and Fulton,
DeKalb, Chatham, Richmond and Dougherty Counties.

As reported in TCR on April 26, 2011, Nichols, Cauley &
Associates, LLC, in Atlanta, Georgia, expressed substantial doubt
about Capitol City Bancshares' ability to continue as a going
concern, following the Company's 2010 results.  The independent
auditors noted that the Company the Company is operating under
regulatory orders to, among other items, increase capital and
maintain certain levels of minimum capital.  "As of Dec. 31, 2010,
the Company was not in compliance with these capital requirements.
In addition to its deteriorating capital position, the Company has
suffered significant losses related to nonperforming assets, has
experienced declining levels of liquid assets, and has significant
maturities of liabilities within the next twelve months."

The Company's balance sheet at Sept. 30, 2011, showed $297.82
million in total assets, $288.90 million in total liabilities and
$8.91 million in total stockholders' equity.


CASAIC OFFSET: Court Confirms 2nd Amended Plan
----------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
confirmed the Plan of Reorganization proposed by Casaic Offset &
Silkscreen, Inc., pursuant to cramdown provisions of 11 U.S.C.
Sec. 1129(b).

On Feb. 9, 2012, the Debtor presented a report of the plan voting
results:

     a. The holder of Class 1 claims (The Bank of the West) is
impaired. A vote is required. This Class voted to accept the Plan

     b. The holder of Class 2 claims (First Guaranty) is impaired.
A vote is required. This Class voted to accept the Plan.

     c. The holder of Class 3 claims (Bank of Ringgold) is
impaired. A vote is required. This Class voted to accept the Plan.

     d. The holder of Class 4 Claims (Community Trust Bank) is
impaired. A vote is required. This class voted to accept the Plan.

     e. The holder of Class 5 Claims (Heidelberg USA, Inc.) is
impaired. A vote is required.  This Class did not cast a ballot to
accept or reject the Plan.  By not casting a ballot, this Class is
deemed to have accepted the Plan.  Heins v. Ruti-Sweetwater, Inc.,
836 F.2dc 1263 (10th Cir. 1988) (as a matter of law a non-voting,
non-objecting creditor who is a member of a class that casts no
votes is deemed to have accepted plan for purposes of Section
1129(a)(8) and 1129(b)).

     f. The holder of Class 6 Claims (Signature Credit Partners)
is impaired. A vote is required. This Class voted to reject the
Plan.

     g. The holder of Class 7 Claims (Taxing Authorities) is
impaired.  A vote is required.  This Class did not cast a ballot
to accept or reject the Plan.  By not casting a ballot, this Class
is deemed to have accepted the Plan.  Heins v. Ruti-Sweetwater,
Inc., 836 F.2dc 1263 (10th Cir. 1988) (as a matter of law a non-
voting, non-objecting creditor who is a member of a class that
casts no votes is deemed to have accepted plan for purposes of
Section 1129(a)(8) and 1129(b)).

     h. The holder of Class 8 Claims (U.S. Bancorp Equipment
Finance, Inc.) is impaired. A vote is required. This Class did not
cast a ballot to accept or reject the Plan. By not casting a
ballot, this Class is deemed to have accepted the Plan. Heins v.
Ruti-Sweetwater, Inc., 836 F.2dc 1263 (10th Cir. 1988) (as a
matter of law a non-voting, non-objecting creditor who is a member
of a class that casts no votes is deemed to have accepted plan for
purposes of Section 1129(a)(8) and 1129(b)).

     i. The holder of Class 9 Claims (General Unsecured Creditors)
is impaired. A vote is required. This Class voted to reject the
Plan.

     j. The holder of Class 10 Claims (Equity Interests) is
impaired. The holders of an Allowed Class 10 Claim will not
receive anything of value under the Plan and, therefore, are
deemed to have rejected the Plan. Debtor did not solicit votes
from holder of a Class 10 Claim.

Signature Credit Partners objected to the Second Amended Plan.
The objection has not been resolved.

On Feb. 13, 2012, the Court held a hearing on the Debtor's
Disclosure Statement combined with a hearing on the confirmation
of the Debtor's Plan, both filed on Aug. 25, 2011.  The Debtor
filed a First Amended Plan on Dec. 6, 2011, and a Second Amended
Plan dated Dec. 19, 2011, both of which provided immaterial
changes to the Plan.  On Dec. 19, 2011, the Court entered an order
conditionally approving the Disclosure Statement.

A copy of the Court's Feb. 13, 2012 Findings of Fact and
Conclusions of Law is available at http://is.gd/G68oRRfrom
Leagle.com.

Based in Shreveport, Louisiana, Casaic Offset & Silkscreen, Inc.,
filed a Chapter 11 petition (Bankr. W.D. La. Case No. 11-10295) on
Feb. 8, 2011.  The Debtor operates a commercial printing facility
in Shreveport, Louisiana.  Judge Stephen V. Callaway presides over
the case.  John S. Hodge, Esq., at Wiener, Weiss & Madison, serves
as the Debtor's counsel.  The Debtor estimated under $50,000 in
assets and $1 million to $10 million in debts.  The petition was
signed by Richard G. Connell, president.

According to reporting by the Troubled Company Reporter, this is
the Debtor's second bankruptcy filing since 2006.  Casaic also
filed a Chapter 11 petition (Bankr. W.D. La. Case No. 06-10335) on
March 10, 2006.  Richard J. Reynolds, Esq., at Shuey Smith LLC,
served as counsel in the 2006 case.  Casaic estimated $1 million
to $10 million in assets and debts in the 2006 petition.


CATALENT PHARMA: S&P Retains 'BB-' Senior Secured Debt Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its issue-level
rating on Somerset, N.J.-based Catalent Pharmaceutical Solutions
Inc.'s senior secured debt remains at 'BB-' following the
company's announcement that it will borrow an incremental $400
million under the loan. The aggregate dollar amount of the loan
now stands at $1.81 billion. "Our recovery rating on the company's
senior secured debt remains at '2', indicating our expectation of
substantial (70% to 90%) recovery for lenders in the event of a
payment default. The 'BB-' rating on the secured debt is one notch
higher than our 'B+' corporate credit rating on the company, in
accordance with our notching criteria for a recovery rating of
'2'. The incremental term loan will finance the majority of the
$410 million acquisition of Aptuit's clinical trial supplies
business," S&P said.

"The corporate credit rating on Catalent is 'B+' and the rating
outlook is stable. The 'B+' rating reflects the company's 'highly
leveraged' financial risk profile, characterized by adjusted
leverage that we expect to be sustained at around 7.0x over the
next year and funds from operations (FFO) to total debt in the
high-single digits. The rating also reflects Catalent's
'satisfactory' business risk profile, which considers the
company's leading position within the outsourced pharmaceutical
manufacturing space, business scale and diversity, and the long-
term nature of the company's contractual arrangements, which
promotes business stability," S&P said.

Ratings List

Catalent Pharma Solutions Inc.
Corporate Credit Rating        B+/Stable/--
Senior Secured                 BB-
   Recovery Rating              2


CDC CORP: Officers' Bonuses Contingent on Shareholder Recovery
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that CDC Corp. received bankruptcy court approval to pay
three executives a combined $780,000 if the assets are sold for
enough so creditors are paid in full and shareholders receive a
distribution.  If the creditors alone are paid in full, the
bonuses will be half as much.  The executives receiving the
bonuses are the interim chief executive officer, the general
litigation counsel and a vice president for mergers and
acquisitions.

                         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.

CDC has a buyer under contract to pay about $250 million for the
company's 87% interest in CDC Software Corp.  The announcement
caused CDC's stock to more than double.


CELL THERAPEUTICS: Socius Disposes Of All Shares
------------------------------------------------
Socius CG II, Ltd., and its affiliates disclosed in an amended
Schedule 13G filed with the U.S. Securities and Exchange
Commission that, as of Dec. 31, 2011, they do not beneficially own
any shares of common stock of Cell Therapeutics Inc.  A full-text
copy of the filing is available at http://is.gd/55TWnd

                      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.


CENTER FOR ANTI-AGING: Case Summary & Creditors List
----------------------------------------------------
Debtor: Center For Anti-Aging Medicine And Dentistry, Inc.
          fka Center For Anti-Aging Medicine And Dentistry, LLC
          dba Yourdoctors4life
        3351 Aspen Grove Drive, Suite 350
        Franklin, TN 37067

Bankruptcy Case No.: 12-01420

Chapter 11 Petition Date: February 16, 2012

Court: U.S. Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: Robert H. Waldschmidt, Esq.
                  HOWELL & FISHER, PLLC
                  300 James Robertson Parkway
                  Nashville, TN 37201-1107
                  Tel: (615) 244-3370
                  Fax: (615) 259-2179
                  E-mail: rhwaldschmidt@aol.com

Scheduled Assets: $464,940

Scheduled Liabilities: $920,963

The Company's list of its 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/tnmb12-01420.pdf

The petition was signed by Wayne N. Steed, CEO.


CENTAM PARTNERS: Costa Rica Property Owner Agrees to Dismiss
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Centam Partners LLC early this month consented to the
dismissal of the bankruptcy case.  The secured lender UTA Capital
LLC contended that the Chapter 11 petition was a "classic" case of
a filing "in bad faith and without any prospect of
reorganization."  The terms of dismissal prohibit Centam from
filing another Chapter 11 petition anywhere within the U.S. for
one year.

Centam Partners, LLC, a developer of residential property in Costa
Rica named Hacienda Matapalo, filed for Chapter 11 bankruptcy
(Bank. S.D. Fla., Case No. 11-44590) on Dec. 20, 2011.  The Debtor
scheduled assets of $10,023,348 and schedule liabilities of
$7,503,698.  Centam indirectly owns a 625-acre parcel approved for
residential development.  James S. Caris, P.A., acts as the
Debtor's general bankruptcy counsel.


CENTRAL FEDERAL: Wellington Management Holds 8% Equity Stake
------------------------------------------------------------
Wellington Management Company, LLP, filed with the U.S. Securities
and Exchange Commission an amended Schedule 13G disclosing that,
as of Dec. 31, 2011, it beneficially owns 333,088 shares of common
stock of Central Federal Corporation representing 8.07% of the
shares outstanding.  A full-text copy of the filing is available
for free at http://is.gd/OwIgCM

                       About Central Federal

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

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

                        Regulatory Matters

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

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

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

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


CENTRAL FEDERAL: MacNealy Hoover Discloses 14.6% Equity Stake
-------------------------------------------------------------
MacNealy Hoover Investment Management Inc. disclosed in an amended
Schedule 13G filed with the U.S. Securities and Exchange
Commission that, as of Dec. 31, 2011, it beneficially owns 604,272
shares of common stock of Central Federal Corporation representing
14.6% of the shares outstanding.  A full-text copy of the filing
is available for free at http://is.gd/qib6VW

                       About Central Federal

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

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

                        Regulatory Matters

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

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

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

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


CIT GROUP: DBRS Upgrades Issuer Rating to 'BB'
----------------------------------------------
DBRS, Inc., has upgraded the ratings of CIT Group Inc. (CIT or the
Company), including its Issuer Rating to BB (low) from B (high).
The trend on all long-term ratings remains Positive.
Concurrently, DBRS has confirmed the Short-term Instruments rating
of R-4 with a Stable trend.

This rating action reflects DBRS's recognition of the significant
progress CIT has achieved in improving its financial strength
since the initiation of the rating in May 2010.  Importantly to
the ratings, this progress includes the substantial reduction in
the high-cost debt which improves financial flexibility and has
been a noteworthy contributor to the positive momentum in
underlying earnings.  The ratings upgrade also considers the
Company's rejuvenated commercial lending franchise, the improving
credit performance and very solid capital base.  However, DBRS is
mindful of the uncertain global economic recovery and is cautious
as to the potential impact a stall in the recovery could have on
CIT's positive momentum.

The rating upgrade considers CIT's February 7th announcement
stating that it would redeem the remaining $3.95 billion of Series
A notes outstanding in March.  Upon this redemption, CIT will have
either repaid or refinanced approximately $22 billion of high-
cost debt since the beginning of 2010.  DBRS recognizes the
Company's significant progress in reducing the presence of high-
cost debt in the capital structure, which has and will continue to
positively impact underlying earnings.  Moreover, the Company's
pro-forma, pre-FSA weighted average interest rate, reflecting the
debt issuance in 1Q12 and redemption of the remaining Series A
notes, declined to 4.28% at year-end 2011 from 5.97% at year-end
2009.  Furthermore, with the redemption of the remaining Series A
notes, the Company's revolving credit facility and Series C Notes
become unsecured debt.  As a result, CIT's financial flexibility
will be greatly enhanced with 35% of total funding secured
compared to 100% prior to the redemption.

Important to the ratings, CIT has made early progress in advancing
its transformation to a more bank-centric funding model.  Deposits
totaled $6.1 billion at year-end 2011 and now constitute 20% of
total funding compared to 10% at December 2009.  Seeking to
diversify its deposit base, in October 2011 the Company introduced
its retail internet bank, which has raised over $700 million of
deposits as of February 9, 2012.  Significantly, the majority of
U.S. lending platforms are now situated in CIT Bank (the Bank).
As a result, 72% of U.S. lending volume in 2011 was originated at
the Bank compared to 39% in 2010.  While DBRS recognizes the good
progress in transforming the funding model, DBRS realizes that the
transformation of the entire balance sheet will take time.

From DBRS's perspective, CIT's GAAP earnings mask the true earning
generation of the franchise.  As such, DBRS looks to the Company's
underlying earnings which excludes the impact of fresh start
accounting (FSA) and debt prepayment penalties associated with the
acceleration in the repayment of high-cost debt.  On this basis,
CIT reported pre-tax income of $301.5 million compared to a pre-
tax loss of $574.9 million a year ago.  Underlying results
benefited from the aforementioned reduction in high cost debt, the
improved credit performance, lower operating expenses, and
importantly increased originations volumes.  Adjusted net finance
margin, excluding FSA and debt prepayment penalties, improved to
2.07% in 4Q11 from 0.58% a year ago, illustrating the substantial
benefit to earnings of the successful reduction in expensive
funding.  Provisions for credit losses were 67% lower for the year
at $270 million, owed to favorable credit conditions.  Moreover,
underlying earnings benefited from management's focus on costs as
it strives to align the cost base with the streamlined business.
To this end, operating costs declined 13% to $891 million.  DBRS
views the 2011 results as signaling that the recovery in CIT's
underlying earnings capacity is underway.  Looking forward, DBRS
expects further advancement in underlying earnings ability as the
commercial asset and leasing book grows and margins expand
benefiting from lower funding costs.

CIT's strong commercial lending franchise is a key factor
underpinning the ratings.  Importantly, this rating action
recognizes CIT's ability to defend its commercial lending
franchise while executing on its strategic priorities in an uneven
economic environment.  To this end, total new commercial lending
volumes in 2011 increased 73% year-on-year to $7.8 billion.
Importantly, at the end of 4Q11 commercial finance and leasing
asset balance grew quarter-on-quarter for the first time since
exiting bankruptcy.  DBRS considers the noteworthy growth in
lending volumes as evidencing the strength of the franchise and
the successful restoration of customer confidence in CIT.

Credit performance remains favorable despite the uncertain
economic environment.  To this end, credit metrics improved
broadly in 4Q11 with charge-offs, non-accruals and inflows into
non-accruals decreasing.  Non-accrual loans, excluding the FSA
benefit, totaled $777 million, or 3.78% of the book at year-end
2011, declining dramatically from $3.01 billion, or 8.31% of the
loan book at the time the rating was first assigned.  DBRS views
this performance as validation of CIT's prudent risk management
and sound servicing capabilities.  Nonetheless, given heightened
global uncertainties and the potential for contagion effects on
global economic growth, DBRS remains cautious that the positive
trajectory in credit could stall.

With a tangible equity-to-tangible assets ratio of 18.9%, DBRS
views CIT's capital position as sound.  Lower risk-weighted assets
resulted in regulatory capital ratios strengthening.  At December
31, 2011, the Company's Preliminary Tier 1 Capital Ratio stood at
18.8% and Total Capital at 19.7%.

Concurrent with this action, DBRS has upgraded the rating of the
Revolving Credit Facility (the Facility) to BB (high), which is
two notches above the Company's Issuer Rating.  The notching
reflects DBRS's view that recovery, in the case of default, will
be greater than 70%.  This view on the recovery reflects the
upstream guarantee in place from eight operating subsidiaries of
CIT for the benefit of the Facility.  Per DBRS policy, the
notching may be narrowed or eliminated as the Issuer Rating
strengthens.  As such, the Issuer Rating and Facility ratings
would converge.  At the same time, DBRS has changed the name of
the Revolving First Lien Credit Facility on its website to
Revolving Credit Facility reflecting the release of the lien upon
redemption of the Series A Notes.

The Positive trend reflects DBRS's opinion that CIT will continue
to make progress in executing on its "bank-centric" funding model
with more originations performed at CIT Bank.  Accordingly, DBRS
expects that CIT will continue to advance the rebalancing of the
funding profile to be more deposit funded.  Further, DBRS expects
underlying earnings to continue the positive trajectory
established in 2011 as the Company further reduces funding costs
and grows the commercial asset book.  DBRS will continue to
monitor CIT's progress in advancing its strategic goals and
priorities and will look for further evidence of this progress in
2012.


CLARA'S ON THE RIVER: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Clara's on the River, Inc.
        44 McCamly Street North
        Battle Creek, MI 49017

Bankruptcy Case No.: 12-01146

Chapter 11 Petition Date: February 14, 2012

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Scott W. Dales

Debtor's Counsel: Steven L. Rayman, Esq.
                  RAYMAN & KNIGHT
                  141 E Michigan Avenue, Ste 301
                  Kalamazoo, MI 49007
                  Tel: (269) 345-5156
                  E-mail: courtmail@raymanstone.com

Scheduled Assets: $975,460

Scheduled Liabilities: $1,805,694

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/miwb12-01146.pdf

The petition was signed by Ross C. Simpson, president.


COLONIAL BANCGROUP: Franchise Tax Upheld as Priority Tax Claim
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Dwight H. Williams Jr. in
Montgomery, Alabama, ruled early this month in the reorganization
of Colonial BancGroup Inc. that a Texas franchise tax can't be
apportioned and is entitled to priority.

The report recounts that the bank holding company, which did
business in Texas through a subsidiary, paid $575,000 in estimated
taxes in May 2009.  The business terminated in August, when the
bank was taken over by regulators.  Later, Colonial filed a
franchise tax return showing a $695,000 liability. The state filed
a claim for about $133,500, representing the balance due.

According to the report, Judge Williams disagreed with arguments
by Colonial that it was only liable for a pro-rated portion of the
total liability because it wasn't doing business in the state for
the entire year. The judge said the tax is imposed for the
privilege of doing business in the state and is measured by the
amount of business done. How long the company operated in terms of
months didn't matter, he said.

                   About The Colonial BancGroup

Headquartered in Montgomery, Alabama, The Colonial BancGroup,
Inc., (NYSE: CNB) owned Colonial Bank, N.A, its banking
subsidiary.  Colonial Bank -- http://www.colonialbank.com/--
operated 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.  On Aug. 14, 2009, Colonial
Bank was seized by regulators and the Federal Deposit Insurance
Corporation was named receiver.  The FDIC sold most of the assets
to Branch Banking and Trust, Winston-Salem, North Carolina.  BB&T
acquired $22 billion in assets and assumed $20 billion in deposits
of the Bank.

The Colonial BancGroup filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Ala. Case No. 09-32303) on Aug. 25, 2009.  W. Clark
Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP, serve as counsel to the
Debtor.  The Debtor disclosed $45 million in total assets and $380
million in total liabilities as of the Petition Date.

In September 2009, an Official Committee of Unsecured Creditors
was formed consisting of three members, Fine Geddie & Associates,
The Bank of New York Trust Company, N.A., and U.S. Bank National
Association.  Burr & Forman LLP and Schulte Roth & Zabel LLP serve
as co-counsel for the Committee.

Colonial Brokerage, a wholly owned subsidiary of Colonial
BancGroup, filed for Chapter 7 protection with the U.S. Bankruptcy
Court in the Middle District of Alabama in June 2010.  Susan S.
DePaola serves as Chapter 7 trustee.

In June 2011, the Bankruptcy Court confirmed Colonial BancGroup's
revised Chapter 11 liquidation plan over the FDIC's objection.
Kevin O'Halloran was appointed as Plan trustee.  He has tapped
Quinn Emanuel Urquhart & Sullivan LLP to serve special litigation
and conflicts counsel.


COMMUNITY HEALTH: S&P Rates $700-Mil. Revolving Facility at 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '1' recovery rating to Franklin, Tenn.-based hospital
operator Community Health Systems Inc.'s proposed $700 million
senior secured revolving credit facility due 2016 and $500 million
term loan A due 2016.

"At the same time, we affirmed our 'B+' corporate credit rating on
the company. The outlook is stable," S&P said.

The company intends to use the proceeds from the new term loan to
refinance a portion of the outstanding balance on its term loan B
due 2014.

"The ratings on Community reflect Standard & Poor's assessment of
its business risk profile as 'fair' and the financial risk profile
as 'highly leveraged,' as defined in our criteria. The ratings
reflect our expectation of high-single-digit revenue growth,
supported by a mid-single-digit organic growth rate after recent
results that partly were reimbursement-driven, and modest
acquisition activity. The company remains acquisitive, but we
believe acquisitions will stay moderate, and expect management to
extend its success in improving acquired underperforming
hospitals. We expect a significant improvement in the EBITDA
margin in 2012; however, this is entirely on the upcoming adoption
of an accounting change regarding the provision for bad debt. On a
comparable basis, we expect reimbursement pressure and weak
patient volume to be factors driving a small decline in EBITDA
margin," S&P said.

"We view Community's financial risk profile as highly leveraged,
reflected in our expectation that the current debt to EBITDA level
of about 5.2x will remain largely unchanged. This viewpoint
includes our belief that Community' will use its cash flow to fund
acquisitions and not repay debt. We believe acquisitions will
remain a key strategy to increase earnings, particularly as
a difficult reimbursement environment and flat patient volume
trends (adjusted for outpatient visits) continue to pressure
profitability," S&P said.

"We view the company's business risk as fair because of its large,
relatively diversified portfolio of hospitals that helps the
company manage uncertain reimbursement, and spread local market
risk over many markets. Community's hospitals are the only
provider of inpatient acute care in nearly two-thirds of its
mostly rural markets. This sole-provider status adds, in our view,
an element of predictability regarding demand for its services.
However, this is tempered by the risks to pricing as third-party
payors seek to limit the rising cost of care for their
beneficiaries. This profile is superior to all its rated peers
except for HCA Inc. Our business risk assessment also considers
our view of the still-increasing level of uncompensated care
provided, the ongoing shift of certain procedures to an outpatient
setting, and still weak overall economic conditions that have
contributed to Community's generally weak patient volume trends,"
S&P said.


CREATIVE CASINOS: S&P Assigns Prelim. 'CCC+' Corp. Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Las Vegas-based
Creative Casinos LLC its preliminary 'CCC+' corporate credit
rating.  The rating outlook is stable.

"At the same time, we assigned our preliminary 'B-' issue-level
rating (one notch higher than the preliminary corporate credit
rating) and our preliminary '2' recovery rating to the company's
proposed $355 million of senior secured notes due 2019. The
preliminary '2' recovery rating indicates our expectation of
substantial (70%-90%) recovery for lenders in the event of a
payment default. Mojito Pointe Capital Inc. and Creative Casinos
of Louisiana LLC will be co-borrowers on the notes. The proposed
capital structure will also include a $45 million revolving credit
facility, which we will not rate," S&P said.

"Creative Casinos plans to use proceeds from the debt issuance,
along with $90 million of preferred equity and $50 million of
common equity, to fund approximately $370 million of development
and construction costs for Mojito Pointe. In addition, proceeds
will be used to establish an interest reserve account to fund debt
service on the revolver during construction and debt service on
the notes during construction and for a period of six months after
the expected completion of construction, as well as to fund
transaction fees and other expenses," S&P said.

"Our preliminary 'CCC+' corporate credit rating on Creative
Casinos reflects our assessment of the company's business risk
profile as 'vulnerable', and our assessment of the company's
financial risk profile as 'highly leveraged'," S&P said.

"Our assessment of Creative's business risk profile as vulnerable
reflects construction and execution risk associated with
developing and opening a new casino, reliance on a single property
for cash flow generation, the vulnerability of new gaming projects
to uncertain demand and difficulties in managing initial costs,"
said Standard & Poor's credit analyst Melissa Long, "often leading
to poor profitability in the first several months of operations,
as well as existing competition in the market." "The rating also
incorporates favorable demographics in the market which draws a
significant number of customers from Texas, the experience of
management in operating casinos in the Gulf Coast region, and the
expected inclusion of the casino in MGM Resorts' (the manager of
the casino) customer loyalty program."

"The stable rating outlook reflects our view that Mojito Pointe
will open successfully in early 2014, and that its cash flow,
together with construction contingencies and interest reserves,
should be sufficient to support its ramp-up. However, we expect
that the company will likely pursue a recapitalization transaction
once the property has established a sufficient track record to
address the rapidly accreting preferred equity. We believe that,
based on our projections, the company's EBITDA generation could
support such a recapitalization. However, there is substantial
risk that capital markets would be receptive to such a transaction
at the time (in addition to the risk surrounding construction and
ramp-up in the meantime). If the company does not successfully
recapitalize, we believe its current capital structure, including
the preferred, would be unsustainable under our forecast, as we do
not expect EBITDA coverage of total interest to reach 1x," S&P
said.

"Downward rating pressure would likely result if significant
construction delays or cost overruns signal a potential liquidity
shortfall, or if the casino opens weaker than our current
expectations. We believe an upgrade is unlikely over the next few
years given construction and ramp-up risks," S&P said.


CREEKHILL REALTY: Consents to Relief Under the Chapter 11
---------------------------------------------------------
Creekhill Realty, LLC notifies the U.S. Bankruptcy Court for the
Southern District of New York that it consents that an order for
relief be entered under the Chapter 11 of the Bankruptcy Code.

Ky'Mara Inc. filed an involuntary Chapter 11 petition for New York
City based Creekhill Realty, LLC (Bankr. S.D.N.Y. Case No. 11-
15365) on Nov. 18, 2011.  Bankruptcy Judge Martin Glenn presides
over the case.  The petitioner is represented by Arlene Gordon-
Oliver, Esq., at Arlene Gordon-Oliver, P.C.

The Debtor is represented by:

         Arnold Mitchell Greene, Esq.
         ROBINSON BROG LEINWAND GREENE
         Genovese & Gluck, P.C.
         875 Third Avenue, 9th Floor
         New York, NY 10022
         Tel: (212) 603-6300
         Fax: (212) 956-2164
         E-mail: amg@robinsonbrog.com


DAVID KING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: David N. King, DDS PC
          dba Enhance Dental Care
              King Dental Care
          fdba David N. King DDS
        1170 West Kansas Street, Suite R-2
        Liberty, MO 64068

Bankruptcy Case No.: 12-40557

Chapter 11 Petition Date: February 17, 2012

Court: U.S. Bankruptcy Court
       Western District of Missouri (Kansas City)

Judge: Arthur B. Federman

Debtor's Counsel: Colin N. Gotham, Esq.
                  EVANS & MULLINIX, P.A.
                  7225 Renner Road, Suite 200
                  Shawnee, KS 66217
                  Tel: (913) 962-8700
                  Fax: (913) 962-8701
                  E-mail: colin@evans-mullinix.com

Scheduled Assets: $348,473

Scheduled Liabilities: $1,695,391

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/mowb12-40557.pdf

The petition was signed by David N. King, owner/CEO.


DELTA PETROLEUM: Contends Bonuses Aren't Prohibited
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Delta Petroleum Corp. plans to pay $1.5 million in
2011 bonuses to 29 executives. Delta argues the bonus program is
valid, even though Congress limited the ability of bankruptcy
companies to pay bonuses to senior executives.  At a March 7
hearing, Delta will tell the bankruptcy judge in Delaware how the
company considers the bonuses to be part of managers' ordinary
compensation.  The company argues that the bonuses don't violate
bankruptcy law because they aren't retention bonuses that Congress
prohibited.

                       About Delta Petroleum

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

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

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

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

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


DELTA PETROLEUM: Jean-Michel Fonck Resigns as Director
------------------------------------------------------
In a regulatory SEC Form 8-K dated Feb. 14, 2012, Delta Petroleum
Corporation discloses that on Feb. 12, 2012, Jean-Michel Fonck
submitted a letter to the Company resigning as a director of the
Company, effective immediately.  Mr. Fonck did not indicate any
disagreement with the Company or the Board of Directors in
connection with his resignation.

                      About Delta Petroleum

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

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

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

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


DENNY'S CORP: FMR LLC Discloses 14.7% Equity Stake
--------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission on Feb. 13, 2012, FMR LLC and Edward C.
Johnson 3d disclosed that they beneficially own 14,252,381 shares
of common stock of Denny's Corporation representing 14.790% of the
shares outstanding.  A full-text copy of the amended filing is
available for free at http://is.gd/soHuNH

                     About Denny's Corporation

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

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

                          *     *     *

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


DENNY'S CORP: Avenir Corporation Discloses 6.7% Equity Stake
------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Avenir Corporation disclosed that, as of
Dec. 31, 2011, it beneficially owns 6,413,975 shares of common
stock of Denny's Corporation representing 6.7% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/rUWDBj

                    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.


DESERT GARDENS: Taps NAI Horizon and Dan A. Paulus as Appraisers
----------------------------------------------------------------
Desert Gardens IV LLC, the U.S. Bankruptcy Court for the District
of Arizona for permission to employ NAI Horizon Valuation services
Group, LLC, and president Dan A. Paulus, MAI, as appraisers.

NAI will provide the Debtor two written reports on the market
values of the real properties known as Desert Gardens Apartments
and Desert Gardens Apartments II located on 13517 and 13621
(respectively) W. Glendale Avenue in Glendale, Arizona.  NAI's
legal advisors will assist the Debtor in the course of the Chapter
11 case, including but not limited to producing credible reports
which satisfy the Uniform Standards of Professional Appraisal
Practice guidelines.  NAI's fee for the appraisal was $10,000
which was paid prepetition.

NAI will also provide consultation, deposition, courtroom
testimony and related preparation on the Debtor's behalf fro any
litigation or related inquiries based on a professional fee of
$325 per hour separate and in addition to the appraisal reports
fee.

To the best of the Debtor's knowledge, NAI doe not represent any
other entity having an adverse interest in connection with the
cases.

                      About Desert Gardens IV

Desert Gardens IV LLC, owner of a 532-unit Desert Gardens
apartments in Glendale, Arizona, filed for Chapter 11 protection
to halt foreclosure that was set for Nov. 14.  The project has two
31-story towers, one built in 1983 and the other in 2003.  U.S.
Bank, the secured lender, is owed $26.3 million.  The property is
estimated to be worth $16 million.

Desert Gardens IV filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 11-31061) on Nov. 4, 2011, in Phoenix.  Jennings, Strouss
& Salmon, P.L.C., serves as the Debtor's counsel.  Sierra
Consulting Group, LLC, is the financial advisor.  The Debtor
disclosed $16,138,707 in assets and $27,141,725 in liabilities in
its schedules.


DOVER MORTGAGE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Dover Mortgage Company
        P.O. Box 1626
        Asheboro, NC 27204

Bankruptcy Case No.: 12-30360

Chapter 11 Petition Date: February 15, 2012

Court: U.S. Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: J. Craig Whitley

Debtor's Counsel: Andrew T. Houston, Esq.
                  MOON, WRIGHT & HOUSTON, PLLC
                  227 West Trade Street, Suite 1800
                  Charlotte, NC 28202
                  Tel: (704) 944-6563
                  Fax: (704) 944-0380
                  E-mail: ahouston@mwhattorneys.com

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

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/ncwb12-30360.pdf

The petition was signed by R. Mark Hensley, president.


DS WATERS: S&P Assigns 'CCC+' Rating to $125MM Second-Lien Debt
---------------------------------------------------------------
Standard & Poor's Ratings Services raised the issue-level rating
on DS Waters of America Inc.'s proposed first-lien senior secured
credit facility to 'BB-', from 'B', reflecting changes from the
original proposed transaction structure, which includes
reducing the size of the facility to $340 million from the
originally proposed $465 million. The amended proposed $340
million first-lien credit facility now comprises a five-and-a-
half-year $285 million first-lien senior secured term loan and a
five-and-a-half-year $55 million first-lien delayed draw term
loan. "We revised the recovery rating on this first-lien debt to
'1' from '3', indicating our expectation for very high (90% to
100%) recovery for lenders in the event of a payment default," S&P
said.

"At the same time, we assigned our 'CCC+' issue-level rating to
the company's proposed $125 million second-lien senior secured
credit facility. The proposed second-lien credit facility
comprises a six-year $105 million second-lien senior secured term
loan and a six-year $20 million second-lien delayed draw term
loan. The recovery rating on this debt is '6', indicating our
expectation for negligible (0% to 10%) recovery for lenders in the
event of a payment default. We expect the company to use proceeds
from the term loans to repay existing debt and fund a potential
acquisition," said Standard & Poor's credit analyst Rick Joy. "The
new issue-level ratings for the proposed first- and second-lien
credit facilities are not on CreditWatch but are dependent on a
successful completion of the company's proposed recapitalization
transaction, and are subject to a review of final documentation by
Standard & Poor's."

"Our 'CCC+' corporate credit rating on DS Waters remains on
CreditWatch with positive implications. Following the successful
completion of this recapitalization, we anticipate raising the
corporate credit rating two notches, to 'B'," S&P said.

"The ratings on the company's existing $180 million senior secured
term loan due October 2012 remain unchanged and are not on
CreditWatch, and will be withdrawn upon closing of the new senior
secured credit facilities," S&P said.

"We intend to resolve the CreditWatch listing when DS Waters
completes the proposed recapitalization transaction," said Mr.
Joy. "At that time we expect to raise the corporate credit rating
to 'B' from 'CCC+' based upon terms of the currently proposed
recapitalization."

If the DS Waters does not complete the proposed refinancing and
balance sheet recapitalization, Standard & Poor's would withdraw
the new issue-level ratings for the proposed refinancing, and
reevaluate the direction of the CreditWatch listing given the
substantial near-term debt maturities that would remain at DS
Waters.


DUNE ENERGY: Bank of America Discloses 6.1% Equity Stake
--------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Bank of America Corporation disclosed that,
as of Dec. 31, 2011, it beneficially owns 2,980,150 shares of
common stock of Dune Energy Inc. representing 6.11% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/5lnSc6

                         About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

The Company reported a net loss of $75.53 million on
$64.18 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $59.13 million on $52.24 million of
revenue during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$271.17 million in total assets, $376.85 million in total
liabilities, $156.56 million in redeemable convertible preferred
stock, and a $262.24 million total stockholders' deficit.

                           *     *     *

As reported by the TCR on Dec. 27, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on Dune Energy Inc.
to 'SD' (selective default) from 'CC'.

"The rating actions follow the company's announcement that it has
completed the exchange offer for its 10.5% senior notes due 2012,
which we consider a distressed exchange and tantamount to a
default," said Standard & Poor's credit analyst Stephen Scovotti.
"Holders of $297 million of principle amount of the senior secured
notes exchanged their 10.5% senior secured notes for common stock,
which in the aggregate constitute 97.0% of Dune's common stock
post-restructuring, and approximately $49.5 million of newly
issued floating rate senior secured notes due 2016.  We consider
the completion of such an exchange to be a distressed exchange
and, as such, tantamount to a default under our criteria."

In the Jan. 2, 2012, edition of the TCR, Moody's Investors Service
revised Dune Energy, Inc.'s Probability of Default Rating (PDR) to
Caa3/LD from Ca following the closing of the debt exchange offer
of the company's 10.5% secured notes.  Simultaneously, Moody's
upgraded the Corporate Family Rating (CFR) to Caa3 reflecting
Dune's less onerous post-exchange capital structure and affirmed
the Ca rating on the secured notes.  The revision of the PDR
reflects Moody's view that the exchange transaction constitutes a
distressed exchange.  Moody's will remove the LD (limited default)
designation in two days, change the PDR to Caa3, and withdraw all
ratings.


DYNEGY INC: Parties Want Plan Delayed Pending Examiner Probe
------------------------------------------------------------
Parties-in-interest, including Tracy Hope Davis, the United States
Trustee for Region 2, ask the U.S. Bankruptcy Court for the
Southern District of New York not to approve the Disclosure
Statement describing Dynegy Holdings LLC's Chapter 11 Plan of
Reorganization because Susheel Kirpalani, Esq., as the Chapter 11
examiner, has not yet completed his investigation and issued his
report, without which, the Debtors cannot provide adequate
disclosure about the proposed Plan.

The U.S. Trustee points out these deficiencies in the Disclosure
Statement:

  * the lack of adequate information concerning the
    justification for the proposed retention by Equity Holders
    of their Equity Interests when General Unsecured Creditors
    are not being paid in full under the Plan;

  * the lack of adequate information concerning the U.S. Bank
    adversary proceeding and the impact its disposition may have
    upon the Debtors' creditors; and

  * the lack of adequate information concerning, and
    justification for, the proposed non-Debtor third-party
    releases, exculpation provisions, limitations of liability
    and injunction.

The U.S. Trustee notes that the Examiner began his investigation
on January 11, 2012 and his report is due on or about March 12,
2012, which is a little more than two weeks after the February 24
Disclosure Statement hearing.

The U.S. Trustee contends that the scope of the Examiner's
investigation and the conclusions he reaches will go to the heart
of the case:

  (1) whether this, or any plan, can be confirmed;

  (2) the appropriateness of the Prepetition Restructuring
      Transactions; and

  (3) the causes of actions related to, and claims derived from,
      the Prepetition Restructuring Transactions, if any.

"Although not binding, the conclusions reached by the Examiner
are pertinent to the ability of the creditor body to evaluate the
Plan," the U.S. Trustee asserts.

The U.S. Trustee also contends that the Examiner's investigation
will uncover, and the Report will discuss, whether the officers
and directors of the Debtor breached their fiduciary duties.

"If the Examiner reaches that conclusion, not only will it impact
the validity of the Prepetition Restructuring Transactions and
the propriety of the proposed third party releases, it may also
cause those creditors that signed the Amended Restructuring
Support Agreement to reconsider their support for the Plan," the
U.S. Trustee points out.

U.S. Bank National Association; Wells Fargo Bank, N.A.; Claren
Road Asset Management LLC; and CQS DO S1 Limited previously
opposed approval of the Disclosure Statement also asserting that
the Disclosure Statement hearing should be conducted after the
release of the Chapter 11 Examiner's report on March 12.

"This is the proverbial cart before the horse," Wells Fargo said.
"This is actually worse than putting the cart before the horse,"
Claren Road asserted.

The most recent version of the Plan, dated January 19, 2012, will
implement a modified agreement worked out with holders of $1.8
billion of the $3.5 billion in unsecured senior notes and the
$215 billion in subordinated notes.  Under the Plan, noteholders
and other unsecured creditors would share $400 million in cash,
$1.015 billion in seven-year 11% secured notes, and $2.1 billion
in convertible pay-in-kind notes mandatorily convertible at
maturity in December 2015 into 97% of the equity.  Claims on the
notes and other general unsecured claims together will total from
$3.67 billion to $3.89 billion.

                         Other Parties

U.S. Bank National Association; Wells Fargo Bank N.A.; Claren
Road Asset Management LLC; and CQS DO S1 Limited also filed
objections to the approval of the Disclosure Statement describing
the proposed Chapter 11 Plan of Reorganization proposed by Dynegy
Holdings LLC and its Debtor affiliates and their parent Dynegy,
Inc.

"This is the proverbial cart before the horse.  By definition,
the Amended Disclosure Statement will not contain 'adequate
information.'  It is premature and would be a waste of judicial
time and resources to consider approval of the Amended Disclosure
Statement before the Examiner's report is completed," counsel for
Wells Fargo, Andrew I. Silfen, Esq., at Arent Fox LLP, in New
York -- silfen.andrew@arentfox.com -- asserts.

"This is actually worse than putting the cart before the horse,"
Claren Road's Counsel Matthew J. Williams, Esq., at Gibson Dunn &
Crutcher LLP, in New York, relates.

Mr. Williams explains that by seeking approval of the Disclosure
Statement in its current form, the Plan's co-proponents would
require creditors to vote based upon a Disclosure Statement that
provides only a cursory procedural history of prepetition causes
of action and was co-drafted by the very defendants who benefit
from the releases contained in the Plan.

The seriousness of the litigation claims, coupled with the
breadth of the releases being proposed under the Plan, require
more than this one-sided view, Mr. Williams argues.  He asserts
that until creditors have a better, independent and unbiased
understanding of the facts and likelihood of success on the
litigation merits, they should not be compelled to vote on
whether they are willing to take a substantial discount on their
claims and waive causes of actions against the Debtors' insiders
who are left unimpaired under the Plan.

On behalf of U.S. Bank, George A. Davis, Esq., at Cadwalder
Wickersham & Taft LLP, in New York, contends that there are two
central issues in Dynegy Holdings' case:

  (1) on the asset side, identifying and asserting control over
      Dynegy Holdings' assets and untangling the web of improper
      prepetition transfers by Dynegy Holdings and its non-
      Debtor parent Dynegy Inc.; and

  (2) on the liability side, determining the size of the
      Indenture Trustee's pre and postpetition claims against
      Dynegy Holdings.

The Parties also complain that the Disclosure Statement describes
a Plan that is fatally flawed and cannot be confirmed.

r. Williams points out that the Plan is premised upon an
agreement with the holders of Senior Notes that proposes to
reinstate equity interests, notwithstanding that unsecured
creditors will not recover in full.  He notes that to achieve the
result, the co-proponents have improperly classified Subordinated
Notes Claims with Senior Notes Claims despite the fact that those
claims are not "substantially similar."

"Circumventing the absolute priority rule by gerrymandering
classes to control the voting process is a complete violation of
the Bankruptcy Code and compels disapproval of the Disclosure
Statement.  No amount of disclosure can cure this defect," Mr.
Williams says.

Mr. Silverstein contends that the Plan:

  -- impermissibly classifies claims in violation of Section
     1122 of the Bankruptcy Code;

  -- was not proposed in good faith in violation of Section
     1129(a)(3) of the Bankruptcy Code, and

  -- provides for distributions to equity holders while failing
     to pay creditors in full in violation of the "fair and
     equitable" test and "absolute priority" rule of Section
     1129(b) of the Bankruptcy Code.

                        About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
estimated $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.

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


DYNEGY INC: Plan Filing Exclusivity Extended Until March 9
----------------------------------------------------------
At the behest of Dynegy Holdings Inc. and its affiliates, Judge
Cecelia Morris of the U.S. Bankruptcy Court for the Southern
District of New York entered a bridge order extending the Debtors'
exclusive period to file a plan of reorganization until March 9,
2012.

The Debtors' exclusive plan filing period expires on March 6.
The Court noted that the Debtors will file a motion to extend
their exclusive periods to file a Chapter 11 plan and solicit
acceptances of that plan before March 6.  That motion will be
heard by the Court at the next omnibus hearing, currently
scheduled for March 9.

The Debtors asked the Court for an ex parte bridge order
extending the Exclusive Plan Period through the date of the
Omnibus Hearing.  The Court granted the request after determining
that sufficient cause exists for the entry of a bridge order
extending the Exclusive Plan Period through the March 9 omnibus
hearing.

Judge Morris said entry of the Bridge Order does not prejudice
the Debtors' ability to seek further extensions of the Exclusive
Plan Period pursuant to Section 1121(d) of the Bankruptcy Code or
any party-in-interest's ability to seek to reduce or terminate
the period.

                        About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
estimated $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.

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


DYNEGY INC: Court OKs Quinn Emanuel as Examiner's Counsel
---------------------------------------------------------
The Bankruptcy Court has authorized Susheel Kirpalani, Esq., the
Chapter 11 examiner for Dynegy Holdings, LLC and its Debtor
affiliates, to retain Urquhart & Sullivan LLP as his counsel nunc
pro tunc to Jan. 12, 2012.

The Examiner is also authorized by the Court to retain Lexolution
LLC as provider of additional attorneys for the sole purpose of
assisting in document review nunc pro tunc to February 4, 2012.

The Examiner will reflect the charges incurred with respect to
the Additional Attorneys on the Quinn Emanuel fee applications.
The Examiner will pass through the cost of the Additional
Attorneys to the Debtors at the same rate that the Examiner pays
the Additional Attorneys and seek reimbursement for the actual
costs only, without markup.

The Examiner anticipates that in connection with his
investigation, Quinn Emanuel will provide these services, among
others:

  a. take all necessary actions to assist and advise the
     Examiner in the discharge of his duties and
     responsibilities under the Examiner Order and the
     Bankruptcy Code;

  b. prepare on behalf of the Examiner motions, applications,
     notices, answers, orders and documents necessary in the
     discharge of the Examiner's duties;

  c. represent the Examiner at all hearings and other
     proceedings before this Court, any appellate courts, and
     the United States Trustee; and, advocate and protect the
     interests of the Examiner before such courts;

  d. analyze and advise the Examiner regarding any legal issues
     that arise in connection with the investigation;

  e. assist with interviews and examinations in connection with
     the Investigation;

  f. perform all other necessary legal services on behalf of the
     Examiner in connection with the Chapter 11 Cases; and

  g. assist the Examiner in undertaking additional tasks that
     the Court may direct.

The Examiner asks that all fees and related costs and expenses
incurred by Quinn Emanuel be paid as administrative expenses of
the estate pursuant to Sections 330(a), 503(b) and 507(a)(1) of
the Bankruptcy Code.

Quinn Emanuel's standard hourly rates, which are based upon the
professionals' level of experience, range from $810 to $1075 for
partners, $760 to $900 for counsel, $430 to $750 for associates,
and $290 to $350 for paralegals and professional staff.  If
retention of Quinn Emanuel is approved by the Court, the firm
will provide a discount of 10% on the rates of any professionals
and paraprofessionals that incur time on the engagement.  The
firm will also be reimbursed for necessary out-of-pocket
expenses.

The Examiner is a member of Quinn Emanuel.  He assures the Court
that he and his firm is each a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

                      Lexolution Retention

Prior to the hearing, the Chapter 11 trustee filed a motion to
amend his application to employ Quinn Emanuel Urquhart & Sullivan
LLP to authorize him to engage Lexolution LLC as provider of
additional attorneys for the sole purpose of assisting in document
review.

The Examiner said he wants to ensure that any discovery in
connection with the investigation, including witness interviews
and depositions, is completed as promptly as possible so that his
report will be completed by the March 12, 2012 deadline.

Accordingly, the Examiner determined that engaging the additional
attorneys to perform specific document review tasks is necessary
in order to discharge his duties as expeditiously as possible.
He reveals that the Lexolution Additional Attorneys will act as
document review specialists for him and Quinn Emanuel.

The Examiner tells the Court that he has entered into an
agreement with Lexolution to perform the review services.  The
Lexolution Additional Attorneys will assist with the document
review process that will involve the review of hundreds of
thousands of pages of documents produced in connection with the
Examiner's investigation.

The Examiner tells the Court that he and Quinn Emanuel have
reviewed the resumes of the Additional Attorneys that Lexolution
pre-screened against the list of (i) the Debtors and their non-
Debtor affiliates, (ii) the Debtors' professionals, (iii) the
Debtors' unsecured creditors, (iv) the Debtors' directors and
officers, and (v) other potential parties-in-interest for the
Chapter 11 Cases.  He reveals that he and Quinn Emanuel intend to
select between 20 and 40 Additional Attorneys, depending on the
size and scope of the documents produced.

The Examiner asks that the retention, employment and compensation
of the Additional Attorneys be deemed approved as of the date of
the filing of affidavits of disinterestedness without the need
for a hearing and without further order from the Court, provided
that no objection is filed by the Reviewing Parties within five
days of the filing of the Affidavits.  If the Additional
Attorneys discover additional information that requires
disclosure, they will complete a supplemental Affidavit that will
be filed with the Court.

The Examiner will pass through the cost of the Additional
Attorneys to the Debtors' estate, which will be charged at the
cost to the Examiner without markup that is at a rate of $52 per
hour for the Additional Attorneys.  He notes that he will include
the charges incurred with respect to the Additional Attorneys on
the Quinn Emanuel fee applications that will be filed in the
Chapter 11 Cases.

                        About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
estimated $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.

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


DYNEGY INC: Final Pre-Trial Conference on U.S. Bank Suit on June 6
------------------------------------------------------------------
A final pre-trial conference will be held on June 6, 2012, at
10:15 a.m., at the Poughkeepsie Office, in connection with the
adversary proceeding commenced by U.S. Bank, N.A. against Dynegy
Holdings LLC.

Meanwhile, the Court granted the Official Committee of Unsecured
Creditors' request to intervene in the Adversary Proceeding so
that it can monitor the proceeding.

As reported in the TCR on Jan. 27, 2012, U.S. Bank National
Association, as successor indenture trustee under the Indenture of
Trust, Mortgage, Assignment of Leases and Rents and Security
Agreement related to Roseton Units 1 and 2 and successor indenture
trustee under the Indenture of Trust, Mortgage, Assignment of
Leases and Rents and Security Agreement related to Danskammer
Units 3 and 4, filed an adversary proceeding against debtors
Dynegy Holdings LLC, Dynegy Roseton LLC, and Dynegy Danskammer
LLC.

                        About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
estimated $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.

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


EASTMAN KODAK: Details Plans to Phase Out Digital Camera Business
-----------------------------------------------------------------
Eastman Kodak Company said on Feb. 9 that, as a result of its
ongoing strategic review process and commitment to drive
sustainable profitability through its most valuable business
lines, it plans to phase out its dedicated capture devices
business -- comprising digital cameras, pocket video cameras and
digital picture frames -- in the first half of 2012.

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

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

"For some time, Kodak's strategy has been to improve margins in
the capture device business by narrowing our participation in
terms of product portfolio, geographies and retail outlets.  The
announcement is the logical extension of that process, given our
analysis of the industry trends," said Pradeep Jotwani, President,
Consumer Businesses, and Kodak Chief Marketing Officer.

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

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

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

Kodak's continuing consumer products and services will include:

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

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

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

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

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

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

                         *     *     *

Dana Mattioli, writing for The Wall Street Journal, notes Kodak
loses a substantial amount of money on its digital-camera
business.

Executives kept it alive, because it helps win shelf space at
retailers for the consumer inkjet printers on which Kodak is
betting its future, people familiar with the matter said,
according to WSJ.

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

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

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

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

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

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

The Associated Press related that through the 1990s, Kodak spent
some $4 billion developing the photo technology inside most of
today's cellphones and digital devices.  Kodak never released its
digital cameras to the consumer market until 2001.  By that time,
Sony Corp. and Canon were already producing their own digital
cameras.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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


EASTMAN KODAK: Files Citi Fee Letter Under Seal
-----------------------------------------------
Eastman Kodak Company seeks approval from Judge Allan Gropper of
the U.S. Bankruptcy Court for the Southern District of New York to
file under seal a so-called fee letter it executed with Citigroup
Global Markets Inc.

The letter dated January 20, 2012, contains fees and other costs
connected with Eastman Kodak's $950 million bankruptcy loan from
Citigroup.

Eastman Kodak proposed that the content of the letter should not
be disclosed to anyone without consent from the company and
Citigroup, saying the document contains "commercially sensitive"
information.

The U.S. Trustee and the Official Committee of Unsecured
Creditors' members and advisers may get a copy of the document on
a confidential basis, Eastman Kodak said in court papers.

Eastman Kodak disclosed last week that Judge Allan L. Gropper
entered a final order approving the Company's debtor-in-possession
financing for $950 million between Kodak and its lenders and
second-lien bondholders.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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


EASTMAN KODAK: Wynit Distribution Wants to Recoup Credits
---------------------------------------------------------
Wynit Distribution LLC seeks court approval to recoup customer
program credits under a distribution agreement with Eastman Kodak
Company.

Wynit serves as distributor of consumer goods it gets from Eastman
Kodak under the deal.  As distributor, Wynit is provided customer
program credits and is entitled to deduct those credits against
the debt it owes to Eastman Kodak.

The distributor reportedly owes $701,379 to Eastman Kodak.
Meanwhile, there is a $215,834 outstanding credit under the
agreement, which means Wynit owes $485,545 to Kodak for goods it
purchased for distribution.

Wynit also seeks approval to set off its claim against Eastman
Kodak under an OEM agreement where it serves as supplier of ink
cartridges to the company.  As of January 19, 2012, it is owed
$3,126,229 based on Eastman Kodak's books and records, according
to court papers.

The hearing to consider approval of the request is scheduled for
February 28, 2012.  Objections are due by February 21, 2012.

Wynit is represented by:

         Sara C. Temes
         BOND, SCHOENECK & KING PLLC
         One Lincoln Center
         Syracuse, NY 13202
         Tel:             (315) 218-8000
         Fax: (315) 218-8100
         E-mail: stemes@bsk.com

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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


EASTMAN KODAK: RIM Wants Lift Stay to Continue Lawsuit
------------------------------------------------------
Research In Motion Ltd. and Research In Motion Corporation asked
the U.S. Bankruptcy Court for the Southern District of New York to
lift the automatic stay so that it could continue its lawsuit
against Eastman Kodak Company.

RIM filed the lawsuit in the Northern District of Texas to get
court declaration that it did not infringe any valid claim of
three Kodak patents contrary to allegations by Eastman Kodak.

The Texas suit was set for trial in March 2012 but was
administratively closed after Eastman Kodak filed for bankruptcy
protection.

Eastman Kodak and the Official Committee of Unsecured Creditors
are not opposing the lifting of the stay, according to RIM's
lawyer, Jonathan Hook, Esq., at Haynes and Boone LLP, in New York.

RIM and Eastman Kodak are also involved in another suit filed
before the International Trade Commission, which seeks an order
excluding the importation of RIM products that allegedly infringe
one of the three Kodak patents.   Investigation related to the
case is ongoing, according to court papers.

Judge Allan Gropper will hold a hearing on March 8, 2012.
Objections are due by February 27, 2012.

Mr. Hook may be reached at:

         Jonathan Hook
         HAYNES AND BOONE LLP
         30 Rockefeller Plaza, 26th Floor
         New York, NY 10112
         Tel:             (212) 659-7300
         Fax: (212) 918-8989
         E-mail: jonathan.hook@haynesboone.com

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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


EDITORIAL EXPERTS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Editorial Experts, Inc.
        dba EEI Communications
        962 Wayne Ave., Ste 301
        Silver Spring, MD 20910

Bankruptcy Case No.: 12-12574

Chapter 11 Petition Date: February 15, 2012

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: Craig Palik, Esq.
                  MCNAMEE HOSEA PA
                  6411 Ivy Lane, Suite 200
                  Greenbelt, MD 20770
                  Tel: (301) 441-2420
                  Fax: (301) 982-9450
                  E-mail: cpalik@mhlawyers.com

Scheduled Assets: $735,117

Scheduled Liabilities: $1,600,726

A copy of the list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/mdb12-12574.pdf

The petition was signed by Jim deGraffenreid, chief executive
officer.


ELMUNDO FURNITURE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Elmundo Furniture Co., Inc.
        c/o Ruskin Moscou Faltischek, PC
        1425 RXR Plaza
        Uniondale, NY 11556
        Tel: (516) 663-6600

Bankruptcy Case No.: 12-41051

Chapter 11 Petition Date: February 15, 2012

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

Judge: Elizabeth S. Stong

Debtor's Counsel: Harold S. Berzow, Esq.
                  RUSKIN MOSCOU FALTISCHEK, PC
                  1425 RXR Plaza
                  Uniondale, NY 11556
                  Tel: (516) 663-6596
                  Fax: (516) 663-6796
                  E-mail: hberzow@rmfpc.com

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

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

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

The petition was signed by Faraj Srour, president.


EMERALD CASINO: Non-Core Suits Ordinarily Remain in Bankr. Court
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Rebecca R. Pallmeyer in
Chicago ruled that even when a bankrupt's state-law counterclaims
against a creditor might be resolved in the course of ruling on
the validity of a creditor's claim, the counterclaim nonetheless
is a so-called non-core proceeding if it would bring assets into
the bankrupt estate.

The dispute involved facts similar to Stern v. Marshall, the case
in June where the U.S. Supreme Court ruled that a bankruptcy judge
doesn't have constitutional power to decide state law-based
counterclaims against a creditor.

The case is Gecker v. Flynn (In re Emerald Casino Inc.),
11-4717, U.S. District Court, Northern District of Illinois
(Chicago).

Emerald's bankruptcy case (Bankr. N.D. Ill. Case No. 02-22977)
began in 2002 and went forward under Chapter 11 of the Bankruptcy
Code.  In 2007, Emerald's bankruptcy case was converted to one
under Chapter 7, and the United States Trustee appointed Frances
Gecker as the Chapter 7 trustee.


ENER1 INC: Anchorage Capital Stake Down to 0.1%
-----------------------------------------------
Anchorage Capital Group, L.L.C., discloses that as of Dec. 31,
2011, each of Anchorage Capital Group, L.L.C., Anchorage Advisors
Management, L.L.C., Anthony L. Davis, and Kevin M. Ulrich may be
deemed the beneficial owner of 228,572 Shares of Ener1 Inc.'s
Common Stock, held for the account of Anchorage Capital Master
Offshore, Ltd., a Cayman Islands exempted company incorporated
with limited liability, Offshore, which the Reporting Persons may
be deemed to own upon exercise of warrants.  The shares represent
0.1% of the Issuer's Common Stock.

Anchorage Capital Group is the investment advisor to Anchorage
Capital Master Offshore.  Anchorage Advisors Management is the
sole managing member of Anchorage Capital Group.  Mr. Davis is the
President of Anchorage Capital Group a managing member of
Anchorage Advisors Management, and Mr. Ulrich is the Chief
Executive Officer of Anchorage Capital Group and the other
managing member of Anchorage Advisors Management.

A copy of the Schedule 13G/A is available for free at:

                       http://is.gd/ywRdcU

                           About Ener1

Ener1 Inc. (OTC: HEVV) -- http://www.ener1.com/-- is a New York-
based developer of compact, lithium-ion-powered energy storage
solutions for applications in the electric utility, transportation
and industrial electronics markets.  It has three business lines:
EnerDel, an 80.5% owned subsidiary, which is 19.5% owned by
Delphi, develops Li-ion batteries, battery packs and components
such as Li-ion battery electrodes and lithium electronic
controllers for lithium battery packs; EnerFuel develops fuel cell
products and services; and NanoEner develops technologies,
materials and equipment for nano-manufacturing.

Ener1, which received a $118 million U.S. Energy Department grant
to make electric-car batteries, filed for Chapter 11 bankruptcy
(Bankr. S.D.N.Y. Case No. 12-10299) on Jan. 26, 2012, to implement
a prepackaged plan of reorganization.  The Plan has been
unanimously accepted by all of Ener1's impaired creditors.

Under its restructuring, the Debtor will reduce funded debt from
$91 million to $46 million, under a plan where debt holders will
receive newly issued debt and equity.  The plan provides for a
restructuring of the Company's long-term debt and the infusion of
up to $81 million of equity funding.   Of this amount, a new
debtor-in-possession credit facility of up to $20 million will be
available to support working capital needs during the
restructuring.  The balance, for a total of up to $81 million,
will be available over the four years following Court approval of
the restructuring plan and subject to the satisfaction of certain
terms and conditions.

The claims of Ener1's general unsecured creditors will be
unimpaired and paid by the Company under the restructuring plan.
All of the Company's existing common stock will be cancelled, the
long-term debt holders will be receiving a combination of cash, a
new term loan and new common stock in exchange for their claims,
and new preferred stock will be issued to the provider of the
post-petition and exit funding.  Suppliers to the Company will be
paid under normal terms for goods and services provided after the
Chapter 11 filing date.  Payments for goods and services provided
directly to the Company prior to the filing date have been
previously settled or will be paid pursuant to the restructuring
plan when it is approved by the Court.

Of the $81 million, $50 million will be provided periodically by
Bzinfin S.A. over a period of 24 months following the effective
date of the plan.  Bzinfin and other parties will invest their pro
rata share of up to $31 million through the purchase of preferred
stock from time to time through 2013 to 2015.

Ener1 expects to complete the restructuring process in about 45
days.

Judge Martin Glenn oversees the case.  Reed Smith LLP is Ener1's
legal adviser and its financial adviser is Houlihan Lokey Capital
Inc.  The Garden City Group serves as its claims and noticing
agent.  In its petition, Ener1 estimated $73,900,000 in assets and
$90,538,529 in liabilities.  The petition was signed by Alex
Sorokin, interim chief executive officer.


ENERGY CONVERSION: Case Summary & 40 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Energy Conversion Devices, Inc.
        3800 Lapeer Road
        Auburn Hills, MI 48326

Bankruptcy Case No.: 12-43166

Chapter 11 Petition Date: February 14, 2012

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

Judge: Thomas J. Tucker

Debtor's Counsel: Aaron M. Silver, Esq.
                  HONIGMAN MILLER SCHWARTZ & COHN LLP
                  2290 First National Building
                  660 Woodward Avenue
                  Detroit, MI 48226
                  Tel: (313) 465-7560
                  E-mail: asilver@honigman.com

                         - and ?

                  Judy B. Calton, Esq.
                  HONIGMAN MILLER SCHWARTZ & COHN LLP
                  2290 First National Building
                  Detroit, MI 48226
                  Tel: (313) 465-7344
                  Fax: (313) 465-7345
                  E-mail: jcalton@honigman.com

                         - and ?

                  Robert B. Weiss, Esq.
                  HONIGMAN MILLER SCHWARTZ & COHN LLP
                  2290 First National Building
                  660 Woodward Avenue
                  Detroit, MI 48226-3506
                  Tel: (313) 465-7596
                  E-mail: rweiss@honigman.com

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

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

The petition was signed by William Christopher Andrews, chief
financial officer and executive vice president.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
United Solar Ovonic, LLC              --                  02/14/12
Solar Integrated Technologies, Inc.   --                  02/14/12

Debtor's List of Its 40 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Sanders Morris Harris              Bondholder         $112,307,820
c/o The Bank of New York
Mellon Trust Company, N.A.
2 N. LaSalle Street, Suite 1020
Chicago, IL 60602


Angelo Gordon & Company            Bondholder          $54,459,022
c/o The Bank of New York
Mellon Trust Company, N.A.
2 N. LaSalle Street, Suite 1020
Chicago, IL 60602

Diamondback Capital                Bondholder          $23,277,143
c/o The Bank of New York
Mellon Trust Company, N.A.
2 N. LaSalle Street, Suite 1020
Chicago, IL 60602


Wolverine Asset Management         Bondholder          $22,080,811
c/o The Bank of New York
Mellon Trust Company, N.A.
2 N. LaSalle Street, Suite 1020
Chicago, IL 60602


Zazone Associates LLC              Bondholder          $17,065,772
c/o The Bank of New York
Mellon Trust Company, N.A.
2 N. LaSalle Street, Suite 1020
Chicago, IL 60602


Bank of America Corp.              Bondholder          $15,461,853
c/o The Bank of New York
Mellon Trust Company, N.A.
2 N. LaSalle Street, Suite 1020
Chicago, IL 60602

SMH Capital Advisors               Bondholder           $5,679,782
c/o The Bank of New York
Mellon Trust Company, N.A.
2 N. LaSalle Street, Suite 1020
Chicago, IL 60602

Tarnalpais Asset Management        Bondholder           $4,065,699
c/o The Bank of New York
Mellon Trust Company, N.A.
2 N. LaSalle Street, Suite 1020
Chicago, IL 60602

Barclays PLC                       Bondholder           $1,947,470
c/o The Bank of New York
Mellon Trust Company, N.A.
2 N. LaSalle Street, Suite 1020
Chicago, IL 60602

EIS, Inc.                          Trade Creditor         $499,915
P.O. Box 98059                     of USO
Chicago, IL 60693-8059

Aperam Alloys USA, Inc.            Trade Creditor         $286,775
2650 Eisenhower Avenue             of USO
Building A, Suite 102
Audobon, PA 19403

Marubeni Iotchu Steel America      Trade Creditor         $278,395
1000 Town Center, Suite 2430       of USO
Southfield, MI 48075

3800 Lapeer Road                   Landlord               $237,867

Eagle Brass Co.                    Trade Creditor         $237,171
                                   of USO

Pegasus Group                      Landlord               $215,270

Taj Cabinet d' avocats             Trade Creditor         $210,029
                                   of USO

City of Greenville                 Refund of Grant        $209,866
                                   Proceeds

All Foils, Inc.                    Trade Creditor         $178,527
                                   of USO

Elektrisola Feindraht AG           Trade Creditor         $150,203
                                   of USO

TTI Inc.                           Trade Creditor         $148,730
                                   of USO

Campbell Industrial Contract       Trade Creditor         $136,550
                                   of USO

Ort Tool & Die Corporation         Trade Creditor         $121,756
                                   of USO

Ameri-Source                       Trade Creditor          $97,833
                                   of USO

Advanced Roofing, Inc.             Trade Creditor          $86,614

Wieland-Davco Canada Inc.          Trade Creditor          $84,196
                                   of USO

Novi Precision Products, Inc.      Trade Creditor          $76,900
                                   of USO

Duff & Phelps LLC                  Trade Creditor          $64,608
                                   of ECD and USO

The NASDAQ Stock Market LLC        Trade Creditor          $46,500
                                   Of ECD

Aerotek                            Trade Creditor          $37,906
                                   Of ECD and USO

Advanced Green Technologies        Warranty Claim          Unknown
                                   of USO

Centrosolar AG                     Warranty Claim          Unknown
                                   of USO

General Membrane SpA               Warranty Claim          Unknown
                                   of USO

Hoesch Contecna Systembau GmbH     Warranty Claim          Unknown
                                   of USO

Kalzip GmbH                        Warranty Claim          Unknown
                                   of USO

Metecno Industrie SpA              Warranty Claim          Unknown
                                   of USO

Praxair Electronics                Trade Creditor          Unknown
                                   of USO and ECD

Richard Rathvon                    Commissions             Unknown

Solardis-Soprasolar                Warranty Claim          Unknown
                                   of USO

Specialized Technology             Trade Creditor          Unknown

SunEdison LLC                      Warranty Claimant       Unknown


ETZ HAYIM: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Etz Hayim, Inc., NJ Non-Profit Corporation
        153 Pine Street
        Lakewood, NJ 08701

Bankruptcy Case No.: 12-13864

Chapter 11 Petition Date: February 16, 2012

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

Judge: Kathryn C. Ferguson

Debtor's Counsel: Barry W. Frost, Esq.
                  TEICH GROH
                  691 State Highway 33
                  Trenton, NJ 08619-4407
                  Tel: (609) 890-1500
                  E-mail: bfrost@teichgroh.com

Scheduled Assets: $700,561

Scheduled Liabilities: $3,270,868

The Company's list of its eight largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/njb12-13864.pdf

The petition was signed by Elliot Tobal, president.


EVERGREEN SOLAR: Whitebox Advisors Owns 5.1% of Common Stock
------------------------------------------------------------
Whitebox Advisors, LLC, discloses that as of Dec. 31, 2011, acting
as investment adviser to its client, it is deemed to be the
beneficial owner of 2,079,418 shares, representing 5.1% of the
Common Stock of Evergreen Solar, Inc.

A copy of the Schedule 13G/A is available for free at:

                       http://is.gd/ah4zO4

                      About Evergreen Solar

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

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

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

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

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

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

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

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


FIRST SEALORD: A.M. Best Downgrades FSR to 'F'
----------------------------------------------
A.M. Best Co. has downgraded the financial strength rating (FSR)
to F (Liquidation) from C (Weak) and issuer credit rating (ICR) to
"rs" from "ccc" of First Sealord Surety, Inc. (FSSI) (Villanova,
PA).  Both ratings have been removed from under review with
negative implications.

The rating actions on FSSI follow confirmation that the
Pennsylvania Department of Insurance issued an order of
liquidation for the company, effective February 8, 2012.


FREESCALE SEMICONDUCTOR: S&P Affirms 'B' Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Rating Services assigned a 'B' issue-level
rating to Freescale Semiconductor's new $500 million new term loan
B due 2019. "The recovery rating is '3', reflecting our
expectation of meaningful (50% to 70%) recovery of the principal
and six months' prepetition interest for the term loan lenders in
the event of default. The corporate credit rating is 'B' and the
rating outlook is stable," S&P said.

"The ratings on Freescale reflect our expectation that the
company's revenues, margins, and free cash flow will come under
pressure in 2012, but will thereafter gradually improve through
further design wins, as well as cost reductions related to a
facility closing in 2012," said Standard & Poor's credit analyst
John Moore.

"For 2012, we expect that Freescale's revenue and EBITDA
performance will trail behind broader semiconductor industry
growth. We expect weaker performance in industrial markets and a
slow secular decline of the company's cellular handset business
will result in year-over-year high-single-digit percentage revenue
and midteens percentage EBITDA declines in 2012. Specifically, we
believe there will be revenue and EBITDA declines in the first
quarter of 2012, followed by sequential quarterly improvement, as
well as a restoration of year-over-year growth in the fourth
quarter of 2012," S&P said.

"The rating outlook is stable. We believe Freescale will continue
to gradually reduce leverage, beginning in 2013. We expect the
company's liquidity cushion will remain intact. Given our
expectation for near-term business headwinds and slightly weaker
financial metrics, we view an upgrade as unlikely in 2012," S&P
said.


GARLOCK SEALING: Allowed to Add $16 Million to Pension Fund
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that Garlock Sealing Technologies LLC won a judge's
permission to add $16 million to its union pension plan.  U.S.
Bankruptcy Judge George Hodges in Charlotte, North Carolina, ruled
that Garlock officials could add the money to a pension plan
covering members of the International Association of Machinists
and Aerospace Workers to help the manufacturer negotiate a new
contract.  Garlock's contract with unionized machinists is set to
expire next month and workers are demanding an increase in pension
benefits.

                    About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.
Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

The filing covers only Garlock operations in Palmyra, New York and
Houston, Texas.  Garlock Rubber Technologies, Garlock Helicoflex,
Pikotek, Technetics, Garlock Europe and Garlock operations in
Canada, Mexico or Australia are not affected by the filing, nor is
EnPro Industries or any other EnPro operating subsidiary.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in its Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

About 124,000 asbestos claims are pending against Garlock in
stateand federal courts across the country.  The Company says
majority of pending asbestos actions against it is stale and
dormant -- almost 110,000 or 88% were filed more than four years
ago and more than 44,000 or 35% were filed more than 10 years ago.


GELT PROPERTIES: Cash Collateral Hearing Continued Until March 20
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
has continued until March 20, 2012, at 11:00 a.m., the hearing to
consider Gelt Properties, LLC, et al.'s motion to use cash
collateral.

The Debtors owe to prepetition lenders $4,545,344, secured by
collateral assignment of mortgages and rents and leases.

A prior order authorizing the Debtors to use cash collateral
provides that as adequate protection for the use of cash
collateral, the lenders are granted replacement liens on all now
owned or hereafter acquired property and assets of the Debtors and
all proceeds, products, rents and profits thereof.  The Debtors
were also directed to pay the lenders in accordance with the
budget.

                       About Gelt Properties

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

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

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


GELT PROPERTIES: Evictions to Represent in Landlord-Tenant Issues
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
authorized Gelt Properties, LLC, et al., to employ Evictions
Unlimited as special counsel to represent the Debtors in the
landlord-tenant matters.

As reported in the Troubled Company Reporter on Feb. 9, 2012, the
hourly rates of the firm's personnel are:

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

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

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

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

                       About Gelt Properties

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

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

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


GELT PROPERTIES: Plan Provides Assets Sale, Liquidation
-------------------------------------------------------
Gelt Properties, LLC, et al., submitted to the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania a Disclosure
Statement explaining the proposed Plan of Reorganization dated as
of Jan. 25, 2012.

According to the Disclosure Statement, the Plan provides that all
of the assets of the Debtors will be sold and liquidated, rented
or leased, developed and maintained, in the ordinary course of the
Debtor's business.  Cash payments made pursuant to the Plan will
be in the United States funds, by check drawn on a domestic bank
pr by wire transfer from a domestic bank.  All cash distributions
will be made by the Debtors.

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

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

                       About Gelt Properties

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

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

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


GENCORP INC: Marcato Capital Discloses 9.6% Equity Stake
--------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Marcato Capital Management LLC and Richard T. McGuire
III disclosed that, as of Dec. 31, 2011, they beneficially own
5,681,571 shares of common stock of GenCorp Inc. representing
9.67% of the shares outstanding.  A full-text copy of the filing
is available for free at http://is.gd/weW0pf

                         About GenCorp Inc.

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

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

                           *     *     *

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

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

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


GENERAL MOTORS: Hearing on Liquidation of Securities on Feb. 28
---------------------------------------------------------------
Motors Liquidation Co. GUC Trust, through its administrator,
Wilmington Trust, scheduled a Feb. 9 hearing on its proposal to to
liquidate $40.2 million of securities of New GM and transfer $17
million of New GM securities to another trust to cover a potential
tax liability.  A notice says that the hearing has been adjourned
until Feb. 28, 2012.  Objections are due Feb. 21.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that GUC Trust plans to transfer about $26.5 million of
the resulting liquidated assets to fund "estimated and projected"
trust fees, costs and expenses, according to a Jan. 20 filing.
Additionally, $13.7 million from liquidated securities would cover
"projected costs and expenses" that the tax avoidance trust might
incur.

GUC Trust asked the court in the motion to allow it to transfer
$17 million of New GM securities to the tax-avoidance trust, Mr.
Rochelle also reported, citing a Jan. 30 filing with the
Securities and Exchange Commission.  The securities will be
liquidated if the tax liability arises, GUC Trust said in the SEC
filing.

GUC Trust's quarterly report to the SEC for the period ending Dec.
31 showed net assets of $1.1 million.  The trust is required to
file the report under the second amended joint Chapter 11
liquidation plan dated March 18, 2011.

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of
the world's largest automakers, traces its roots back to 1908.
GM employs 208,000 people in every major region of the world and
does business in more than 120 countries.  GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling.  GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing.  The U.S. government once
owned as much as 60.8% stake in New GM on account of the
financing it provided to the bankrupt entity.  The deal was
closed July 10, 2009, and Old GM changed its name to Motors
Liquidation Co.

On Nov. 1, 2011, Moody's Investors Service raised New GM's
Corporate Family Rating and Probability of Default Rating to Ba1
from Ba2, and its secured credit facility rating to Baa2 from
Baa3.  Moody's also raised the Corporate Family Rating of GM's
financial services subsidiary -- GM Financial -- to Ba3 from B1.

On Oct. 7, 2011, Fitch Ratings upgraded the Issuer Default
Ratings of New GM, General Motors Holdings LLC, and General
Motors Financial Company Inc., to 'BB' from 'BB-'.

On Oct. 3, 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on New GM to 'BB+' from 'BB-'; and
revised the rating outlook to stable from positive. "We also
raised our issue-level rating on GM's debt to 'BBB' from 'BB+';
the recovery rating remains at '1'," S&P said.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq.,and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.


GMX RESOURCES: Kennedy Capital Ceases to Hold 5% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Kennedy Capital Management, Inc., disclosed
that, as of Dec. 31, 2011, it beneficially owns 1,091,808 shares
of common stock of GMX Resources Inc. representing 1.8% of the
shares outstanding.  A full-text copy of the filing is available
for free at http://is.gd/bFRUv7

                       About GMX Resources

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

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

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

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

                          *     *     *

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

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

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

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


GOLD LEAF: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Gold Leaf Corporation
        214 Cotton Mill Road
        Fayetteville, TN 37334

Bankruptcy Case No.: 12-10816

Chapter 11 Petition Date: February 16, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Tennessee (Chattanooga)

Judge: Shelley D. Rucker

Debtor's Counsel: David J. Fulton, Esq.
                  SCARBOROUGH, FULTON & GLASS
                  701 Market Street, Suite 1000
                  Chattanooga, TN 37402
                  Tel: (423) 648-1880
                  Fax: (423) 648-1881
                  E-mail: djf@sfglegal.com

Scheduled Assets: $12,600

Scheduled Liabilities: $1,096,541

The Company's list of its 19 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/tneb12-10816.pdf

The petition was signed by Richard W. Stocks, president-CEO.


GOLDEN ACRES: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Golden Acres Home Care LLP
        2962 Jefferson Avenue
        Yuba City, CA 95993

Bankruptcy Case No.: 12-22847

Chapter 11 Petition Date: February 14, 2012

Court: U.S. Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Michael S. McManus

Debtor's Counsel: Najeeb U. Kudiya, Esq.
                  NOCOS & KUDIYA, LLP
                  805 Veterans Boulevard, Suite 301
                  Redwood City, CA 94063
                  Tel: (650) 366-0455

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

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

The Company's list of its two largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/caeb12-22847.pdf

The petition was signed by Aida Goines, general partner.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Aida Goines                           12-22497            02/08/12


GRAY TELEVISION: Dimensional Fund Holds 6.2% Equity Stake
---------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Dimensional Fund Advisors LP disclosed that,
as of Dec. 31, 2011, it beneficially owns 3,164,217 shares of
common stock of Gray Television Inc. representing 6.16% of the
shares outstanding.  A full-text copy of the filing is available
for free at http://is.gd/ORJFnS

                       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.


GRAY TELEVISION: Litespeed Management Holds 7% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Litespeed Management, L.L.C., and its
affiliates disclosed that, as of Dec. 31, 2011, they beneficially
own 3,598,568 shares of common stock of Gray Television, Inc.,
representing 7% of the shares outstanding.  As previously reported
by the TCR on Jan. 25, 2011, Litespeed Management disclosed
beneficial ownership of 2,740,944 common shares.  A full-text copy
of the filing is available for free at http://is.gd/3Lqm1n

                        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.


GREAT POINT: S&P Withdraws 'BB+' Rating on $220-Mil. Term Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB+' rating on
U.S. power project developer Great Point Power LLC's $220 million
senior secured term loan ($170.6 million outstanding). We also
withdrew the '1' recovery rating on the debt.

"We are withdrawing our rating following refunding of the
company's senior secured term loan. The term loan consisted of
$220 million senior secured term loan B due March 3, 2017," S&P
said.


GRUBB & ELLIS: FMR LLC Discloses 13% Equity Stake
-------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission on Feb. 13, 2012, FMR LLC and Edward C.
Johnson 3d disclosed that they beneficially own 10,340,157 shares
of common stock of Grubb & Ellis Co. representing 13.009% of the
shares outstanding.  A full-text copy of the filing is available
for free at http://is.gd/fjPcg2

                     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.


GRUBB & ELLIS: Wellington Management Holds 14.6% Equity Stake
-------------------------------------------------------------
Wellington Management Company, LLP, disclosed in an amended
Schedule 13G filed with the U.S. Securities and Exchange
Commission that, as of Dec. 31, 2011, it beneficially owns
12,034,068 shares of common stock of Grubb & Ellis Company
representing 14.65% of the shares outstanding.  A full-text copy
of the filing is available at http://is.gd/DfdiJm

                     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.


GRUBB & ELLIS: Highbridge Discloses 6.2% Equity Stake
-----------------------------------------------------
Highbridge International LLC and its affiliates filed with the
U.S. Securities and Exchange Commission an amended Schedule 13G
disclosing that, as of Dec. 31, 2011, they beneficially own
$7,505,500 principal amount of 12% cumulative participating
perpetual convertible preferred stock convertible into 4,548,783
shares of common stock, representing 6.17% of the shares
outstanding.  A full-text copy of the filing is available at no
charge at http://is.gd/GLX0x4

                    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.


GW PARTNERS: Files for Chapter 11 in Orlando
--------------------------------------------
GW Partners Ltd. 1, along with three affiliates, filed a bare-
bones Chapter 11 petition in its home-town in Orlando (Bankr. M.D.
Fla. Case No. 12-02045).

The Debtor, which estimated up to $50 million in assets and up to
$10 million in liabilities, projects that there will be funds
available for distribution to unsecured creditors.

GW says that assets are located in Sanford, Orlando, and Oviedo,
Florida.

Apopka, Florida-based Gasmart, Inc., is the general partner of
GW Partners Ltd. 1


GW PARTNERS: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: GW Partners Ltd 1
        2070 South Orange Blossom Trail
        Apopka, FL 32703

Bankruptcy Case No.: 12-02045

Chapter 11 Petition Date: February 17, 2012

Court: U.S. Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: David R. McFarlin, Esq.
                  WOLFF, HILL, MCFARLIN & HERRON, P.A.
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681
                  E-mail: dmcfarlin@whmh.com

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

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

The petition was signed by Kenneth L. Wood, president of Gasmart,
Inc., general and limited partner.

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                        Case No.
        ------                        --------
GW Partners, Ltd 2                    12-02046
GW Partners, Ltd 3                    12-02047
MDC 9, LLC                            12-02048

Debtor's List of Its Three Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Shivadit Investments, LLC          Downpayment for        $300,000
1640 McCulloch Road                Purchase and Sale
Oviedo, FL 32765                   Agreeement

Applied Science and Engineer       --                       $5,600
5680 W. Cypress Street, Suite H
Tampa, FL 33607

First America Title Company        --                         $400
2750 Chancellorsville Drive
Tallahassee, FL 32312


HANMI FINANCIAL: Wellington Management Holds 8.9% Equity Stake
--------------------------------------------------------------
Wellington Management Company, LLP, disclosed in an amended
Schedule 13G filing with the U.S. Securities and Exchange
Commission that, as of Dec. 31, 2011, it beneficially owns
2,808,340 shares of common stock of Hanmi Financial Corporation
representing 8.92% of the shares outstanding.  A full-text copy of
the filing is available for free at http://is.gd/lldkyl

                       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.


HARRISBURG, PA: State Law Allows Return to Bankruptcy
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that even though the state of Pennsylvania succeeded in
obtaining dismissal of the Chapter 9 municipal bankruptcy
initiated by a majority of the city council members in Harrisburg,
the state's capital could end up back in bankruptcy if the
receiver can't push through his proposal to raise taxes and fees
and sell assets.  Under a specially passed state law, Harrisburg
can't file for bankruptcy protection until July.

                  About Harrisburg, Pennsylvania

The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator.  The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.

The Harrisburg city council voted 4-3 on Oct. 11, 2011, to
authorize the filing of a Chapter 9 municipal bankruptcy (Bankr.
M.D. Pa. Case No. 11-06938).  The city claims to be insolvent,
unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.

Judge Mary D. France presided over the Chapter 9 case.  Mark D.
Schwartz, Esq. and David A. Gradwohl, Esq., served as Harrisburg's
counsel.  The petition estimated $100 million to $500 million in
assets and debts.  Susan Wilson, the city's chairperson on Budget
and Finance, signed the petition.

Harrisburg said in court papers it is in imminent jeopardy through
six pending legal actions by creditors with respect to a number of
outstanding bond issues relating to the Harrisburg Materials,
Energy, Recycling and Recovery Facilities, which processes waste
into steam and electrical energy.  The owner and operator of the
incinerator is The Harrisburg Authority, which is unable to pay
the bond issues.  The city is the primary guarantor under each
bond issue.  The lawsuits were filed by Dauphin County, where
Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and
Covanta Harrisburg Inc.

The Commonwealth of Pennsylvania, the County of Dauphin, and
Harrisburg city mayor Linda D. Thompson and other creditors and
interested parties objected to the Chapter 9 petition.  The state
later adopted a new law allowing the governor to appoint a
receiver.

Kenneth W. Lee, Esq., Christopher E. Fisher, Esq., Beverly Weiss
Manne, Esq., and Michael A. Shiner, Esq., at Tucker Arensberg,
P.C., represented Mayor Thompson in the Chapter 9 case. Counsel to
the Commonwealth of Pennsylvania was Neal D. Colton, Esq., Jeffrey
G. Weil, Esq., Eric L. Scherling, Esq., at Cozen O'Connor.

In November 2011, the Bankruptcy Judge dismissed the Chapter 9
case because (1) the City Council did not have the authority under
the Optional Third Class City Charter Law and the Third Class City
Code to commence a bankruptcy case on behalf of Harrisburg and (2)
the City was not specifically authorized under state law to be a
debtor under Chapter 9 as required by 11 U.S.C. Sec. 109(c)(2).

Dismissal of the Chapter 9 petition was upheld in a U.S. District
Court.

That same month, the state governor appointed David Unkovic as
receiver for Harrisburg.  Mr. Unkovic is represented by the
Municipal Recovery & Restructuring group of McKenna Long &
Aldridge LLP, led by Keith Mason, Esq., co-chair of the group.


HAYDEN VALLEY: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Hayden Valley Investment Group LLC
        aka dba American Universal Storage
        10815 Pt Hayden Dr
        Hayden Lake, ID 83835

Bankruptcy Case No.: 12-20115

Chapter 11 Petition Date: February 14, 2012

Court: United States Bankruptcy Court
       District of Idaho (Coeur d'Alene)

Judge: Terry L. Myers

Debtor's Counsel: Stephen Brian McCrea, Esq.
                  P.O. Box 1501
                  Coeur d'Alene, ID 83816-1501
                  Tel: (208) 666-2594
                  E-mail: mccreaecf@cda.twcbc.com

Scheduled Assets: $1,134,505

Scheduled Liabilities: $1,123,549

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/idb12-20115.pdf

The petition was signed by Richard Villelli, manager.


HCA HOLDINGS: Board OKs 1.6MM Stock Appreciation Rights Awards
--------------------------------------------------------------
A subcommittee of the Compensation Committee of the Board of
Directors of HCA Holdings, Inc., approved the award of stock
appreciation rights to these named executive officers of the
Company:

                                                Stock
                                            Appreciation
  Name                                          Rights
  ------------------                        ------------
  Richard M. Bracken                           900,000
      Chairman of the Board and CEO

  Milton R. Johnson                            425,000
      President and CFO

  Samuel N. Hazen                              250,000
      President ? Operations

  William P. Rutledge                           75,000
      President ? Central Group

The stock appreciation rights have a base price equal to $28.97
per share, the closing market price for the Company's Common Stock
on the New York Stock Exchange on the date of grant, and expire
ten years from the date of grant.  Half of the stock appreciation
rights granted are time-based, with 25% vesting on each of the
first four anniversaries of the grant date, while the other half
are EBITDA performance-based, with up to 25% vesting at the end of
each of fiscal years 2012, 2013, 2014 and 2015 upon the
Committee's determination of the extent to which certain EBITDA
performance targets have been met for the applicable fiscal year.

On Dec. 28, 2011, the Company announced the election of Wayne J.
Riley, M.D. to the Board.  In connection with Dr. Riley's
election, on Feb. 8, 2012, the Board approved the grant of 6,615
restricted stock units to Dr. Riley pursuant to the Plan,
consisting of an initial award of 5,177 restricted stock units and
a pro-rated annual award of 1,438 restricted stock units.

                           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.


HEIDE & COOK: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Heide & Cook, Ltd.
        c/o Wagner Choi & Verbrugge
        745 Fort Street, Suite 1900
        Honolulu, HI 96813

Bankruptcy Case No.: 12-00314

Chapter 11 Petition Date: February 14, 2012

Court: United States Bankruptcy Court
       District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtor's Counsel: Allison A. Ito, Esq.
                  James A. Wagner, Esq.
                  WAGNER CHOI & VERBRUGGE
                  745 Fort St., Ste. 1900
                  Honolulu, HI 96813
                  Tel: (808) 533-1877
                  Fax: (808) 566-6900
                  E-mail: aito@hibklaw.com
                          jwagner@hibklaw.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/hib12-00314.pdf

The petition was signed by Earle S. Matsuda, president/CEO.


HELLAS TELECOMMUNICATIONS: Seeks Protection from U.S. Creditors
---------------------------------------------------------------
Six years after TPG Capital LP and Apax Partners formed Hellas
Telecommunications II SCA to purchase Greece's second largest
fully integrated telecom operator Wind Hellas Telecommunications
for EUR1.114 billion, Hellas is now in compulsory liquidation
supervised by the High Court of Justice of England and Wales.

Now, Hellas Telecommunications has filed a Chapter 15 bankruptcy
petition (Bankr. S.D.N.Y. Case No. 12-10631) to put on hold
certain lawsuits pending against the company in New York State
Supreme Court.

The Company, based in London, estimated both debt and assets of
more than $100 million, according to documents filed in Manhattan.

Hellas Telecommunications Luxembourg is asking the U.S. court to
recognize the proceeding pending before the High Court of Justice
of England and Wales as a "foreign main proceeding."

Chapter 15 protects foreign companies from U.S. lawsuits and
creditor claims while a company reorganizes abroad.

"Chapter 15 recognition of the English proceeding would stay the
pending litigation (as against the company) and prevent the
petitioners from needlessly expending time and money defending
actions in which they may be the proper plaintiffs," Andrew
Lawrence Hosking and Carl Jackson, the joint liquidators said in
court filings.

In February 2007, Hellas Telecommunications was purchased from
Apax and TPG by the Italian telecommunications giant Weather
Group.  The Company later suffered liquidity problems and
commenced administration proceedings in the U.K. in November 2009.
The administrators sold 100% of the shares of Wind Hellas to the
existing owners, the Weather Group.  An order placing the Company
into liquidation was entered on Dec. 1, 2011.

The sale left the Company with minimal assets, other than those
that could be recovered through avoidance actions or other causes
of action arising from the Company's pre-administration financing.

Messrs. Hosking and Carl Jackson, who signed the Chapter 15
petition, said Cortlandt Street Recovery Corp. and Wilmington
Trust, as holders of pay-in-kind notes and SUB notes, have filed
suits against the Company, TPG and Apax in the state of New York
to allege that distributions to TPG and Apax in 2006 deepened the
Company's insolvency.


HELLAS TELECOMMUNICATIONS: Chapter 15 Case Summary
--------------------------------------------------
Chapter 15 Petitioner: Andrew Lawrence Hosking
                       Carl Jackson,
                       as Joint Liquidators

Chapter 15 Debtor: Hellas Telecommunications (Luxembourg) II SCA
                   New Broad Street House, Suite 304
                   35 New Broad Street
                   London EC2M 1NH

Chapter 15 Case No.: 12-10631

Type of Business: The debtor is a company based in London that
                  provides mobile telecommunications services.

Chapter 15 Petition Date: February 16, 2012

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

Judge: Martin Glenn

Petitioners'
Counsel:          Howard Seife, Esq.
                  CHADBOURNE & PARKE LLP
                  30 Rockefeller Plaza
                  New York, NY 10112
                  Tel: (212) 408-5361
                  Fax: (212) 541-5369
                  E-mail: hseife@chadbourne.com

Estimated Assets: More than $100,000,000

Estimated Debts: More than $100,000,000

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


HERCULES OFFSHORE: Dimensional Fund Holds 6.7% Equity Stake
-----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Dimensional Fund Advisors LP disclosed that, as of
Dec. 31, 2011, it beneficially owns 9,316,574 shares of common
stock of Hercules Offshore Inc. representing 6.76% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/MXdW7S

                      About Hercules Offshore

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

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

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

                          *     *      *

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

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

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

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


HORIZON LINES: Dimensional Owns Less Than 1% of Class A Shares
--------------------------------------------------------------
Dimensional Fund Advisors LP disclosed in an amended Schedule 13G
filing with the U.S. Securities and Exchange Commission that, as
of Dec. 31, 2011, it beneficially owns 28,976 shares of Class A
common stock of Horizon Lines Inc. representing 0.88% of the
shares outstanding.  A full-text copy of the filing is available
for free at http://is.gd/DHOl5d

                        About Horizon Lines

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

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

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

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

                         Refinancing

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

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

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

                        *     *     *

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

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


HORIZON LINES: Western Asset Discloses 21% Equity Stake
-------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Western Asset Management Company disclosed
that, as of Jan. 31, 2012, it beneficially owns 691,994 shares of
common stock of Horizon Lines, Inc., representing 21.07% of the
shares outstanding.  A full-text copy of the filing is available
for free at http://is.gd/FyvK4y

                        About Horizon Lines

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

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

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

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

                         Refinancing

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

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

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

                        *     *     *

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

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


HORIZON LINES: Janus Capital Does Not Own Common Shares
-------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Janus Capital Management LLC disclosed that,
as of Dec. 31, 2011, it does not beneficially own any shares of
common stock of Horizon Lines, Inc.  A full-text copy of the
filing is available for free at http://is.gd/Nthlbd

                        About Horizon Lines

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

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

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

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

                         Refinancing

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

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

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

                        *     *     *

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

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


HORIZON LINES: Pioneer Global Owns 94.5% of Class A Shares
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Pioneer Global Asset Management S.p.A. and
its affiliates disclosed that, as of Dec. 31, 2011, they
beneficially own 5,733,439 shares of Class A common stock of
Horizon Lines, Inc., representing 94.5% of the shares outstanding.
A full-text copy of the filing is available at http://is.gd/5E0AAE

                        About Horizon Lines

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

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

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

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

                         Refinancing

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

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

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

                        *     *     *

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

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


HORIZON LINES: Caspian Credit Discloses 5.4% Equity Stake
---------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Caspian Credit Advisors, LLC, and its affiliates
disclosed that, as of Dec. 31, 2011, they beneficially own 193,801
shares of common stock of Horizon Lines, Inc., representing 5.45%
of the shares outstanding.  A full-text copy of the filing is
available for free at http://is.gd/oy2RXo

                        About Horizon Lines

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

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

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

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

                         Refinancing

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

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

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

                        *     *     *

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

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


HOSTESS BRANDS: Can Hire Jones Day as Bankruptcy Counsel
--------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York authorized Hostess Brands, Inc., et
al., to employ Jones Day as their Chapter 11 counsel.

As reported in the Troubled Company Reporter on Jan. 13, 2012,
Jones Day provided services to the Debtors pre-bankruptcy in
connection with various matters, including (a) assisting the
Debtors with certain labor issues, (b) providing advice regarding
the Debtors' postpetition financing and (c) the preparation of the
chapter 11 cases.

On March 31, 2011, the Debtors provided Jones Day with an advance
payment of $250,000 to pay for legal services rendered by Jones
Day in connection with the Debtors' out-of-court debt
restructuring efforts.

From time to time, Jones Day applied the Retainer proceeds to
actual fees and expenses, including a draw immediately prior to
the Petition Date of $625,471 for estimated fees and expenses.
These Prepetition Draws totaled $5,865,299.

As of the Petition Date, $812,750 of the Retainer remains
unapplied.  Accordingly, Jones Day believes that it will be fully
paid for its prepetition services.  To the extent Jones Day is not
fully compensated for its services, it will waive any outstanding
amounts for prepetition services rendered.

Prior to the Petition Date, Jones Day also has been paid for
litigation and other non-bankruptcy advice and services.  For the
period beginning Jan. 1, 2011 through the Petition Date, Jones Day
has received payments from the Retainer aggregating $171,949 for
non-bankruptcy services.

Corinne Ball, a partner at Jones Day, attests that Jones Day
neither holds nor represents an interest materially adverse to the
Debtors or their respective estates, and that it is a
"disinterested person," as defined in Section 101(14) of the
Bankruptcy Code and as required by Section 327(a) of the
Bankruptcy Code.

A non-exclusive list of certain Jones Day professionals who will
be involved in the case and their hourly rates:

                                                 BILLING RATE
                                                 IN EFFECT
                                                 AS OF THE
  NAME                LOCATION     POSITION      PETITION DATE
  ----                --------     --------      -------------
  Corinne Ball        New York     Partner           $975
  Willis Goldsmith    New York     Partner           $875
  Jessica Kastin      New York     Partner           $650
  Heather Lennox      New York     Partner           $875
  Lisa Laukitis       New York     Partner           $775
  John Mazey          Dallas       Partner           $650
  Evan Miller         Washington   Partner           $875
  Robert Profusek     New York     Partner           $975
  Veerle Roovers      New York     Partner           $750
  Ryan Routh          Cleveland    Partner           $650
  John Cornell        New York     Of Counsel        $975
  Jason Cover         New York     Associate         $625
  Daniel Culhane      New York     Associate         $500
  Laird Nelson        New York     Associate         $500

                       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, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

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

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

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

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


HOSTESS BRANDS: Kurtzman Carson OK'd as Claims and Noticing Agent
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Hostess Brands, Inc., et al., to employ Kurtzman Carson
Consultants LLC as its claims and noticing agent.

As reported in the Troubled Company Reporter on Jan. 13, 2012,
although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be thousands of
entities to be noticed. In view of the number of anticipated
claimants and the complexity of the Debtors' businesses, the
Debtors said the appointment of a claims and noticing agent is
both necessary and in the best interests of both their estates and
creditors.

In a separate order, the Court authorized the Debtors to employ
KCC as administrative agent in their Chapter 11 cases.

Prior to the Petition Date, the Debtors provided KCC a $50,000
retainer.

Albert Kass, the vice president of corporate restructuring
Services of KCC, attests that the firm is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code
with respect to the matters upon which it is to be engaged.

                       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, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

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

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

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

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


HOSTESS BRANDS: Perella Weinberg Approved as Investment Banker
--------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York authorized Hostess Brands, Inc., et
al., to employ Perella Weinberg Partners LP as their investment
banker.

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

                       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, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, 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.


HUGHES TELEMATICS: Wellington Management Owns 10.4% Equity Stake
----------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Wellington Management Company, LLP, disclosed
that, as of Dec. 31, 2011, it beneficially owns 11,410,777 shares
of common stock of HUGHES Telematics, Inc., representing 10.44% of
the shares outstanding.  A full-text copy of the amended filing is
available for free at http://is.gd/Wys49l

                     About HUGHES Telematics

Atlanta, Ga.-based HUGHES Telematics, Inc. is a telematics
services company that provides a suite of real-time voice and data
communications services and applications for use in vehicles and
is developing additional applications for use within and outside
of the automotive industry.

The Company reported a net loss of $89.56 million on
$40.34 million of total revenues for the year ended Dec. 31, 2010,
compared with a net loss of $163.66 million on $33.04 million of
total revenues during the prior year.

The Company also reported a net loss of $61.56 million on
$51.63 million of total revenues for the nine months ended Sept.
30, 2011, compared with a net loss of $67.33 million on
$28.36 million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$94.04 million in total assets, $205.83 million in total
liabilities and a $111.79 million total stockholders' deficit.

As of June 30, 2011, the Company had cash, cash equivalents and
short-term investments of approximately $15.7 million and
restricted cash of approximately $1.3 million which secures
outstanding letters of credit.  Of the Company's consolidated
cash, cash equivalents and short-term investments, approximately
$5.7 million is held by the Company's Lifecomm subsidiary for use
in that business.  As a result of the Company's historical net
losses and the Company's limited capital resources,
PricewaterhouseCoopers LLP's report on the Company's financial
statements as of and for the year ended Dec. 31, 2010, includes an
explanatory paragraph expressing substantial doubt about the
Company's ability to continue as a going concern.


IAP WORLDWIDE: Cut by S&P to 'CCC+' on Upcoming Maturities
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Cape
Canaveral, Fla.-based IAP Worldwide Services Inc., including the
corporate credit rating to 'CCC+' from 'B'. At the same time,
Standard & Poor's placed the ratings on CreditWatch with negative
implications.

"The rating actions reflect our view that risk for a default or
selective default has increased because IAP has not yet refinanced
its credit facilities," said Standard & Poor's credit analyst Dan
Picciotto. "We believe the risk of an exchange at less than the
promised amount for the company's debt instruments--tantamount to
a default under our criteria--has increased."

"The CreditWatch listing reflects the potential for a downgrade if
the company further delays a refinancing or if IAP completes a
refinancing that we believe does not fulfill the originally
promised obligations," he added.

"As a result of the upcoming maturities, Standard & Poor's
assesses IAP's liquidity as 'weak' as defined under our criteria
despite decent cash balances. Barring a refinancing, the company
would have a significant shortfall in projected uses of funds
relative to sources of funds for 2012," S&P said.

"We consider the company's financial risk profile to be 'highly
leveraged' in part because we believe IAP's owner, Cerberus
Capital Management L.P., could pursue very aggressive financial
policies. The ratings on IAP also reflect the company's 'weak'
business risk profile, marked by revenue concentration from
Large contracts and the less-predictable nature of contingency
operations," S&P said.


IMUA BLUEHENS: Has Seventh Interim Mandate to Use Cash Collateral
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii entered a
seventh interim order authorizing Imua Bluhens, LLC, to use cash
collateral of GCCF 2007-GG11 Ka Uka Boulevard, LLC, and the
Department of Taxation, State of Hawaii, until the earliest of the
conclusion of the final hearing on cash collateral; or such period
as may be extended.

The Debtor may use cash collateral during the seventh interim cash
collateral period, as limited by a budget, to pay only the
ordinary and reasonable expenses of operating its businesses which
are necessary to avoid immediate and irreparable harm and the
quarterly fees payable to the United States Trustee.  The Debtor
is expressly prohibited from paying any professional fees,
including attorneys fees from cash collateral.

As adequate protection, the Department of Taxation and GCCF
2007-GG11 is granted the following:

     a. the Debtor will pay the Noteholder $47,000 per month from
        postpetition rents, until further order of the Court.

     b. The Noteholder and the Department are granted replacement
        liens in all of the Debtor's accounts created from and
        after the Petition Date and all of the Debtor's right,
        title and interest under the prepetition collateral.

     c. Subject only to a carve-out, if any, the secured loan
        obligations are granted and entitled to status as an
        administrative expense claim pursuant to Section 507(b) of
        the Bankruptcy Code.

A copy of the seventh interim cash collateral order is available
for free at:

    http://bankrupt.com/misc/IMUA_cashcoll_7thinterimorder.pdf

As reported in the TCR on Sept. 2, 2011, as of the Petition Date,
the Debtor is indebted to Noteholder in the original loan amount
of $10,250,000, including accrued and unaccrued interest, costs
and fees, secured by a first priority mortgage and an assignment
of rents and leases against the Debtor's property located at 94
1201 Ka Uka Boulevard, Waipahu, Hawaii, being a shopping center
commonly known as Laniakea Plaza.  The Department claims a junior
statutory liens against all of the Debtor's property, pursuant to
a Certificate of Tax Lien at the Bureau of Conveyances, State of
Hawaii dated Dec. 14, 2010.

                       About Imua Bluehens

Honolulu, Hawaii-based Imua Bluehens, LLC, owns the Laniakea
Plaza, a commercial retail operation.  Imua Bluehens filed for
Chapter 11 bankruptcy (Bankr. D. Hawaii Case No. 11-01721) on
June 17, 2011.  Judge Robert J. Faris presides over the case.  The
petition was signed by James K. Kai, manager.  Jerrold K. Guben,
Esq., and Jeffery S. Flores, Esq., at O'Connor Playdon & Guben
LLP, in Honolulu, Hawaii, represent the Debtor as counsel.  In its
amended schedules, the Debtor disclosed $12,169,600 in assets and
$16,864,405 in liabilities.  No official committee of unsecured
creditors or other statutory committee has been formed.


IMUA BLUEHENS: Seeks Dismissal or Conversion to Chapter 7
---------------------------------------------------------
Imua Bluehens, LLC, asks the U.S. Bankruptcy Court for the
District of Hawaii to dismiss its Chapter 11 case or convert it to
one under Chapter 7 liquidation.

Jerrold K. Guben, Esq., at O'Connor Playdon & Guben, submits that
the Debtor, a single asset real estate debtor, has no other
property to reorganize and without any additional property or
funds.  The Debtor has entered into a Stipulation with secured
creditor LNR Partners, LLC, modifying the stay to allow the state
foreclosure court to proceed to foreclose on the property.  In the
seventh interim cash collateral order, all cash from the operation
of the Debtor will be used to satisfy ongoing post-petition
obligations, to be turned over to the state court receiver or
state court foreclosure commissioner or returned to LNR.  As a
result, no funds will be available to distribute to pre-petition
unsecured trade creditors.

On Oct. 18, 2011, LNR filed its motion for relief from automatic
stay and Imua filed its Opposition to LNR's Motion for Relief,
arguing that the Court must deny the motion, or in the alternative
find that it was possible for the Debtor to submit a Plan of
Reorganization within a reasonable time with reasonable prospects
for confirmation.

The Debtor argued that notwithstanding the proof of claim filed by
LNR in the amount of $15,687,624, it was possible for Imua to
confirm a plan of reorganization over the rejection of the plan by
LNR, as a secured creditor, because the Debtor could propose a
plan of reorganization which:

    (1) separately classified the LNR deficiency claim from the
        other unsecured trade creditor claims on the ground that
        the LNR unsecured deficiency claim was personally
        guaranteed by James Kai, while the other unsecured
        creditors were not so guaranteed, and

    (2) provide for the payment of LNR's secured claim, equal to
        the appraised value of LNR's secured claim, $7.93 million.

The Court in a Nov. 16 hearing ruled that Mr. Kai's guaranty was
realistic and substantial, and would provide LNR with some
assurance that Mr. Kai's guaranty was of sufficient value to
support the separate classification of LNR from the other
unsecured creditors.  As a result, Mr. Kai prepared a personal
financial statement, and submitted the financial statement to LNR.

After reviewing Mr. Kai's financial statement, the Debtor believes
it would have a difficult time to submit a plan of reorganization,
which separately classified the LNR's unsecured deficiency claim
from the unsecured trade creditor claims, based on the personal
guaranty of Mr. Kai of the LNR deficiency claim.  The Debtor could
not attest, in "good faith," that Mr. Kai's finances are
sufficient to provide the necessary assurances that Mr. Kai will
be able to pay some or all of $6,000,000 to LNR on its unsecured
deficiency claim.  Without assurances that Mr. Kai's guaranty of
LNR's unsecured deficiency claim would provide a basis for
separately classifying LNR's deficiency claim, the separate
classification of LNR's unsecured deficiency claim from the
unsecured trade creditors claim could not be supported.

                       About Imua Bluehens

Honolulu, Hawaii-based Imua Bluehens, LLC, owns the Laniakea
Plaza, a commercial retail operation.  Imua Bluehens filed for
Chapter 11 bankruptcy (Bankr. D. Hawaii Case No. 11-01721) on
June 17, 2011.  Judge Robert J. Faris presides over the case.  The
petition was signed by James K. Kai, manager.  Jerrold K. Guben,
Esq., and Jeffery S. Flores, Esq., at O'Connor Playdon & Guben
LLP, in Honolulu, Hawaii, represent the Debtor as counsel.  In its
amended schedules, the Debtor disclosed $12,169,600 in assets and
$16,864,405 in liabilities.  No official committee of unsecured
creditors or other statutory committee has been formed.


INTERACTIVE DATA: S&P Affirms 'B' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Bedford, Mass.-based Interactive Data Corp. (IDCO) to positive
from stable. "We affirmed our 'B' corporate credit rating on the
company, as well as all issue-level ratings on the company's
debt," S&P said.

"The outlook revision to positive is based on our expectation that
IDCO will generate moderate positive discretionary cash flow,"
said Standard & Poor's credit analyst Jeanne Shoesmith. "We
believe that the company could further reduce leverage through
EBITDA growth and debt repayment."

"The corporate credit rating reflects our expectation that IDCO's
debt leverage will remain high, but will likely subside to the
mid-6x area in early-to-mid 2012, aided by mid-single-digit
percentage organic revenue growth and debt repayment. We regard
IDCO as having a 'fair' business risk profile, characterized by
its leading position in securities pricing data and analytics,
benefiting from somewhat high barriers to entry and a diversified
client base. We assess the company's financial risk profile as
'highly leveraged' because of our expectation that leverage will
remain in the mid- to high-6x area over the near term," S&P said.

"IDCO provides financial market data, analytics, and related
solutions to the financial services industry. The company's
Pricing and Reference Data segment generates the majority of its
revenue and EBITDA. IDCO's information is fed directly into
clients' systems. Switching from IDCO to a competitor involves
significant system changes and, for many clients, public
disclosure of the change. Standard & Poor's believes that as long
as IDCO is prudent with its pricing policy and can maintain its
quality and service level, client defection is not a major near-
term risk. Client retention is high, with annualized quarterly
revenue retention averaging 94% since 2007. We believe these
positives more than offset the company's small scale of operations
compared to its peers," S&P said.

"Under our base case scenario, we expect full-year 2012 revenue
growth at a mid-single-digit percentage rate, primarily reflecting
organic growth in its flagship Pricing and Reference business.
Additional assumptions include ongoing high demand from existing
customers, as well as price increases. New sales under the Real-
Time Services business should also continue to support revenue
growth in 2012. We expect most of the growth to come from volume
and, to a lesser extent, price increases. We also expect EBITDA
growth momentum to continue, although at a slower high-single-
digit rate in 2012, with some of the revenue growth offset by low-
single-digit growth in operating expenses," S&P said.

"We believe the EBITDA margin will expand modestly to the mid-30%
area and that the company will continue to outperform peers. If
economic conditions weaken in 2012, we would expect recent
positive operating trends for revenue and EBITDA to decelerate,"
S&P said.


ISTAR FINANCIAL: Centerbridge Does Not Own Series D. Pref. Shares
-----------------------------------------------------------------
Centerbridge Credit Partners, L.P., 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 do not
beneficially own any shares of 8.000% Series D Cumulative
Redeemable Preferred Stock.  A full-text copy of the amended
filing is available for free at http://is.gd/t5EkbT

                       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: Bridger Management Ceases to Own 5% Equity Stake
-----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Bridger Management, LLC, and Roberto Mignone
disclosed that, as of Dec. 31, 2011, they beneficially own
1,792,712 shares of common stock of iStar Financial Inc.
representing 2.2% of the shares outstanding.  A full-text copy of
the amended filing is available at http://is.gd/Lyto2U

                       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: Valinor Management Holds 6.8% Equity Stake
-----------------------------------------------------------
Valinor Management, LLC, disclosed in an amended Schedule 13G
filing with the U.S. Securities and Exchange Commission that, as
of Dec. 31, 2011, it beneficially owns 5,575,088 shares of common
stock of iStar Financial Inc. representing 6.81% of the shares
outstanding.  A full-text copy of the amended filing is available
for free at http://is.gd/ygxh6u

                       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+'.


JEFFERSON COUNTY, AL: Bondholders to Receive $5.5 Million Monthly
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Jefferson County, Alabama negotiated an interim
settlement with holders of sewer bonds where $5.5 million each
month will be paid to the holders.  The agreement expires at the
end of May.  In April, the bankruptcy judge will hold a hearing to
decide how much sewer revenue is left after operating expenses for
payment to bondholders.  The two sides disagree over what items
can be deducted from revenue.

                      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.


JER/JAMESON: Wants Until June 22 to Propose Chapter 11 Plan
-----------------------------------------------------------
JER/Jameson Mezz Borrower I, LLC, 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 June 22, 2012, and Aug. 21, respectively.

Absent the extension, the Debto Mezz 1's exclusive periods will
expire Feb. 22 and April 22, respectively; and Properties, NC
Properties and GP on Feb. 23, April 23, respectively.

The Debtors explain that their ability to timely file a plan and
prepare the disclosure statement has been affected by, among other
things, prior delays associated with the litigation concerning the
dismissal motion, and the need for new management to not only
familiarize themselves with the Debtors and their operations, but
to address and satisfy various administrative obligations not
previously undertaken.

The Debtors set a Feb. 22 hearing, at 2:00 p.m., on the proposed
extension.

                        About Jameson Inn

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

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

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

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

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

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

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

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

Judge Mary F. Walrath presides over the case.  The Debtors tapped
Ashby & Geddes, P.A. to represent their restructuring efforts.
Epiq Bankruptcy Solutions, LLC, serves as its noticing, claims and
balloting agent.

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

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

As of the date hereof, the U.S. Trustee has not appointed an
official Committee of unsecured creditors in any of the Debtors'
cases.


JER/JAMESON: Wants Until May to Decide on Unexpired Leases
----------------------------------------------------------
JER/Jameson Mezz Borrower I, LLC, et al., ask the U.S. Bankruptcy
Court for the District of Delaware to extend until May 22, 2012,
their time to assume or reject unexpired leases of nonresidential
real property.

The Debtors set a Feb. 22, hearing at 2:00 p.m. on the requested
extension in their lease decision period.

                        About Jameson Inn

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

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

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

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

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

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

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

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

Judge Mary F. Walrath presides over the case.  The Debtors tapped
Ashby & Geddes, P.A. to represent their restructuring efforts.
Epiq Bankruptcy Solutions, LLC, serves as its noticing, claims and
balloting agent.

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

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

As of the date hereof, the U.S. Trustee has not appointed an
official Committee of unsecured creditors in any of the Debtors'
cases.


JETBLUE AIRWAYS: S&P Raises Rating on Class G1 Cert. From 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on JetBlue
Airways Corp.'s 2004-2 Class G1 pass-through certificates to 'BBB-
' (sf) from 'B+' (sf) and 2004-2 Class G2 pass-through
certificates to 'BB+' (sf) from 'B+' (sf).

"The revised ratings reflect the funding of the cash collateral
accounts for both classes by the liquidity provider, Landesbank
Baden-Wuerttemberg (LBBW; unrated), on Feb. 13 and 14, 2012. The
raised ratings, following the collateral account funding, are in
line with our criteria for rating enhanced equipment trust
certificates," S&P said.

"On Feb. 3, 2012, we corrected by lowering our ratings on both
classes to reflect our lowering and subsequent withdrawal of
ratings on LBBW," S&P said.

Ratings List
JetBlue Airways Corp.
Corporate credit rating             B-/Stable/--

Ratings Raised
                                     To             From
JetBlue Airways Corp.
Equipment trust certificates
  2004-2 Class G1                    BBB-(sf)       B+(sf)
  2004-2 Class G2                    BB+(sf)        B+(sf)


JJMM INT'L: Tenants' Operations Don't Impact SARE Designation
-------------------------------------------------------------
At the behest of Asia Bank, N.A., Bankruptcy Judge Alan S. Trust
designated JJMM International Corporation as a "single asset real
estate" debtor pursuant to 11 U.S.C. Sec. 101(51B).  The Debtor
had opposed the request.

JJMM International filed a Chapter 11 petition (Bankr. E.D.N.Y.
Case No. 11-76540) on Sept. 14, 2011.  On the Petition, the Debtor
indicated that the nature of its business is "Other" and that it
is not a "Single Asset Real Estate."

The Debtor filed its schedules on Oct. 11, 2011, listing three
contiguous parcels of real property owned by the Debtor: 115 W.
Jericho Turnpike, 117 W. Jericho Turnpike and 95 W. Jericho
Turnpike in Huntington Station, New York.  The Property is subject
to a first mortgage in favor of Asia Bank.  JM Yummy Foods Inc.
operates an Asian restaurant and takeout stand, and Dream Tree
Academy operates an academic preparatory school on the Debtor's
property.

Judge Trust noted that the Debtor's Property is comprised of three
contiguous parcels which are operated as one project.  The
Property is the Debtor's only substantial asset, and the Debtor is
engaged in no other substantial activity other than leasing the
Property to two tenants that appear to be wholly owned by the
Debtor's principal.  The fact that the Debtor's tenants operate
very different businesses does not alter the single project
analysis.  The focus is not on the business activities of its
tenants.

A copy of the Court's Feb. 15, 2012 Decision and Order is
available at http://is.gd/JFwmKQfrom Leagle.com.

JJMM International Corporation, based in Huntington Station, New
York, filed for Chapter 11 bankruptcy (Bankr. E.D.N.Y. Case No.
11-76540) on Sept. 14, 2011.  The Law Office of James E. Hurley,
Jr., Esq., serves as the Debtor's counsel.  In its petition, the
Debtor estimated $1 million to $10 million in assets and debts.
The petition was signed by Moae Chae, president.


KM ASSOCIATES: Wants to Employ Deborah Herbert as Accountant
------------------------------------------------------------
KM Associates, LLC, asks the Bankruptcy Court for authorization to
employ Deborah L. Herbert, CPA of Herbert CPA & Associates, PC, as
accountant.

The Debtor requires the service of accountants to ensure its
compliance with applicable provisions of the Bankruptcy Code, the
Bankruptcy Rules, with regard to financial reporting and
accounting, and to maximize the likelihood of a successful
reorganization.

The firm proposes to charge fees based upon its prevailing hourly
guideline rates which are set at $125.

To the best of the Debtor's knowledge, Herbert CPA, represents no
interest adverse to the Debtor or the estate in matters upon which
they are to be engaged.

                          About KM Associates

KM Associates, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. W.Va. Case No. 12-bk-20041) on Jan. 30, 2012.  Judge Robert
J. Faris presides over the case.  The petition was signed by
Donald S. Simpson, managing member.

The Debtor, a Single Asset Real Estate under 11 U.S.C. Sec. 101
(51B), disclosed assets of $17.3 million and liabilities of
$26.5 million.

David M. Jecklin, Esq., at Gianola, Barnum, Wigal & London, L.C.,
in Morgantown, W.V., represents the Debtor.  No official committee
of unsecured creditors or other statutory committee has been
formed.


KM ASSOCIATES: Sec. 341(a) Creditors' Meeting Set for March 13
--------------------------------------------------------------
The U.S. Trustee will hold a first meeting of creditors pursuant
to 11 U.S.C. Sec. 341(a) on March 13, 2012, at 10:00 a.m., in the
Chapter 11 case of KM Associates, LLC, at the U.S. Trustees
Meeting Room, Room 2009 in Charleston, W.V.

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 KM Associates

KM Associates, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. W.Va. Case No. 12-bk-20041) on Jan. 30, 2012.  Judge Robert
J. Faris presides over the case.  The petition was signed by
Donald S. Simpson, managing member.

The Debtor, a Single Asset Real Estate under 11 U.S.C. Sec. 101
(51B), disclosed assets of $17.3 million and liabilities of $26.5
million.

David M. Jecklin, Esq., at Gianola, Barnum, Wigal & London, L.C.,
in Morgantown, W.V., represents the Debtor.  No official committee
of unsecured creditors or other statutory committee has been
formed.


KM ASSOCIATES: Wants to Hire Simpson Properties as Managing Agent
-----------------------------------------------------------------
KM Associates, LLC, asks the Court for entry of an order
authorizing the retention and compensation of Simpson Properties,
Inc., as managing agent.

On July 20, 2007, the Debtor entered into a Property Management
Agreement with Simpson Properties, Inc., as an independent
contractor to be the exclusive managing agent of the Debtor.

The Debtor requires the services of Simpson Properties, located at
239 Main Street, 5th Floor, Johnstown, Pa., to continue the normal
operation of everyday business.  The Manager's duties include day-
to-day management, coordination, and supervision of all the
business affairs pertaining to the leasing, operation,
maintenance, and management of KM Associates, LLC.  Donald
Simpson, the managing member of the Debtor, is an employee of
Simpson Properties.

To the best of the Debtor's knowledge, Simpson Properties, Inc.,
represents no interest adverse to the Debtor or the estate in
matters upon which they are to be engaged.

                          About KM Associates

KM Associates, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. W.Va. Case No. 12-bk-20041) on Jan. 30, 2012.  Judge Robert
J. Faris presides over the case.  The petition was signed by
Donald S. Simpson, managing member.

The Debtor, a Single Asset Real Estate under 11 U.S.C. Sec. 101
(51B), disclosed assets of $17.3 million and liabilities of $26.5
million.

David M. Jecklin, Esq., at Gianola, Barnum, Wigal & London, L.C.,
in Morgantown, W.V., represents the Debtor.  No official committee
of unsecured creditors or other statutory committee has been
formed.


KM ASSOCIATES: Banks Oppose Use of Cash Collateral
--------------------------------------------------
The CNB Bank, Standard Bank PaSB First United Bank & Trust,
Progressive Bank, N.A., Citizens Bank of West Virginia, Inc. and
Farmers and Merchants Bank of Western Pennsylvania, National
Association, ask the Bankruptcy Court for entry of an order
prohibiting KM Associates, LLC's use of cash collateral.

On July 20, 2007, KM Associates executed and delivered to Thistle
Financial Group, LLC, as agent for the benefit of CNB Bank,
Standard Bank PaSB, First United Bank & Trust, Progressive Bank
N.A., Citizens National Bank, and Merchants National Bank of
Kittaning, six construction and term loan promissory notes
totaling $17,134,420.

Pursuant to a forbearance agreement dated July 31, 2011, KM
Associates acknowledged its defaults in the payment of the
Indebtedness and its violation of certain covenants contained in
the loan documents associated with the Notes and agreed to make
monthly principal reduction payments in addition to regulator
monthly installment payments on the Indebtedness, beginning Aug.
1, 2011, with a final payment of all outstanding principal,
accrued and unpaid interest and fees due on Oct. 31, 2011.

KM Associates defaulted on its obligations under the Forbearance
Agreement, and as of Jan. 31, 2012, remained indebted to Lenders
in the aggregate amount of $24,336,494.  As a result of KM
Associate's defaults under the terms of the Forbearance Agreement,
the Lenders proceeded with foreclosure preparations relative to
the Real Estate, with a sale having been set pursuant to the terms
of the first priority Deed of Trust for January 31, 2012.

On Dec. 16, 2011, as a result of KM Associate's defaults under the
Notes and the Forbearance Agreement, the Lenders began notifying
tenants of the Real Estate that they were enforcing their rights
under the Assignment of Rents and requested that the tenants re-
direct rent payments to a lockbox account maintained with CNB
Bank.  The Debtor has repeatedly interfered with the Lenders right
to receive the rents derived from the Real Estate by retaining
rent payments that had been sent directly to the Debtor for the
month of January 2012 and by contacting tenants directly to
request that they not comply with the Lenders instructions,
despite the Debtor's awareness that the Lenders notified tenants
on Dec. 16, 2011 to re-direct rent payments to the account
maintained with CNB Bank.

The rental payments constitute "cash collateral" and the Lenders
do not consent to the use of cash collateral by the Debtor.

The banks are represented by:

         Arthur M. Standish, Esq.
         Kristian J. Jamieson, Esq.
         STEPTOE & JOHNSON PLLC
         United Center, 1085 Van Voorhis Road
         Morgantown, W.V. 26507-1616
         Tel: (304) 598-8000

                          About KM Associates

KM Associates, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. W.Va. Case No. 12-bk-20041) on Jan. 30, 2012.  Judge Robert
J. Faris presides over the case.  The petition was signed by
Donald S. Simpson, managing member.

The Debtor, a Single Asset Real Estate under 11 U.S.C. Sec. 101
(51B), disclosed assets of $17.3 million and liabilities of $26.5
million.

David M. Jecklin, Esq., at Gianola, Barnum, Wigal & London, L.C.,
in Morgantown, W.V., represents the Debtor.  No official committee
of unsecured creditors or other statutory committee has been
formed.


KV PHARMACEUTICAL: Adage Capital No Long Owns Class A Shares
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Adage Capital Partners, L.P., and its
affiliates disclosed that, as of Dec. 31, 2011, they do not
beneficially own any Class A common shares of K-V Pharmaceutical
Company.  A full-text copy of the amended filing is available for
free at http://is.gd/ubRmBy

                  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.


KV PHARMACEUTICAL: Samuel Isaly Holds 13.2% of Class A Shares
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Samuel D. Isaly and his affiliates disclosed
that, as of Dec. 31, 2011, they beneficially own 6,451,400 shares
of Class A common stock of K-V Pharmaceutical Company representing
13.22% of the shares outstanding.  A full-text copy of the filing
is available for free at http://is.gd/tlAjAn

                  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.


LAST MILE: Hearing on Additional Exclusivity Tomorrow
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
entered, on Feb. 9, 2012, a bridge order extending Last Mile,
Inc.'s exclusive period to file a plan and solicit acceptances of
the plan through and including Feb. 21, 2011, at 3:00 p.m., on
which date and time a hearing will be held on the motion to extend
exclusivity.

In its motion for an extension of its exclusivity periods, the
Debtor asked the Court to extend its exclusive filing period to
June 8, 2012, and its exclusive solicitation period to Aug. 27,
2012.

This is the first extension of the Debtor's exclusive periods.
The Debtors tell the Court it needs more time to attempt to
resolve any remaining issues among parties in interest and develop
a consensual plan of reorganization.

                         About Last Mile

Based in Lebanon, Pennsylvania, Last Mile Inc., aka Sting
Communications, is a telecommunications services company
delivering advanced Ethernet transport services.  It specializes
in designing, implementing and managing Wide Area Networks that
leverage the power of Internet Protocol to link the customers'
locations securely, efficiently and cost effectively to support
delivery of advanced applications, voice, data and video at
scalable broadband speeds.

Last Mile filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-14769) on Oct. 12, 2011.  Judge Sean H. Lane presides over
the case.  Kenneth A. Rosen, Esq., Jeffrey A. Kramer, Esq., and
Thomas A. Pitta, Esq., at Lowenstein Sandler PC, in New York,
represent the Debtor as counsel.  In its schedules, the Debtor
disclosed $11,757,058 in assets and $23,300,655 in liabilities.

Tracy Hope Davis, the United States Trustee for Region 2, pursuant
to 11 U.S.C. Sec. 1102(a) and (b), appointed three unsecured
creditors to serve on the Official Committee of Unsecured
Creditors of Last Mile Inc., aka Sting Communications.  Halperin
Battaglia Raicht, LLP, serves as counsel for the Committee.


LEVEL 3: Dimensional Fund Discloses 6.7% Equity Stake
-----------------------------------------------------
Dimensional Fund Advisors LP disclosed in an amended Schedule 13G
filing with the U.S. Securities and Exchange Commission that, as
of Dec. 31, 2011, it beneficially owns 9,316,574 shares of common
stock of Hercules Offshore Inc. representing 6.76% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/MXdW7S

                   About Level 3 Communications

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

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

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

                           *    *     *

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


LEVEL 3: V. Prem Watsa Discloses 7.6% Equity Stake
--------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, V. Prem Watsa and his affiliates disclosed
that, as of Dec. 31, 2011, they beneficially own 15,708,920 shares
of common stock of Level 3 Communications, Inc., representing 7.6%
of the shares outstanding.  A full-text copy of the filing is
available for free at http://is.gd/AaemX5

                   About Level 3 Communications

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

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

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

                           *    *     *

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


LIBBEY INC: Southpoint Slices Shares Ownership to 4.02%
-------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Southpoint Master Fund, LP, and its
affiliates disclosed that, as of Dec. 31, 2011, they beneficially
own 798,529 shares of common stock of Libbey Inc. representing
4.02% of the shares outstanding.  A full-text copy of the filing
is available for free at http://is.gd/PDGyO1

                         About Libbey Inc.

Based in Toledo, Ohio, since 1888, Libbey, Inc., operates glass
tableware manufacturing plants in the United States in Louisiana
and Ohio, as well as in Mexico, China, Portugal and the
Netherlands.  Libbey supplies tabletop products to foodservice,
retail, industrial and business-to-business customers in over 100
countries.

The Company's balance sheet at Sept. 30, 2011, showed $788.32
million in total assets, $733.68 million in total liabilities and
$54.64 million in total shareholders' equity.

                          *     *     *

On Oct. 28, 2009, Libbey restructured a portion of its debt
by exchanging the old 16% Senior Subordinated Secured Payment-in-
Kind Notes due December 2011 of subsidiary Libbey Glass Inc.,
having an outstanding principal amount as of October 28, 2009, of
$160.9 million for (i) $80.4 million principal amount of new
Senior Subordinated Secured Payment-in-Kind Notes due 2021 of
Libbey Glass, and (ii) 933,145 shares of common stock and warrants
exercisable for 3,466,856 shares of common stock of Libbey Inc.

On Feb. 8, 2010, Libbey used the proceeds of a $400.0 million
debt offering of 10.0% Senior Secured Notes due 2015 of Libbey
Glass Inc., as well as cash on hand, to (i) repurchase the
$306.0 million then outstanding Floating Rate Senior Secured Notes
due 2011 of Libbey Glass, (ii) repay the $80.4 million New PIK
Notes and (iii) pay related fees and expenses.  Concurrent with
the closing of the offering of the Senior Secured Notes, Libbey
entered into an amended and restated $110 million Asset Based Loan
facility which, among other terms, extended the maturity date to
2014.

As reported by the TCR on Aug. 9, 2011, Standard & Poor's Ratings
Services raised its corporate and senior secured debt ratings on
Toledo, Ohio-based Libbey Inc. to 'B+' from 'B'.  The rating
outlook is stable.  "The upgrade and stable outlook reflect our
belief that Libbey will sustain its improved profitability and
credit measures and maintain its adequate liquidity position,"
said Standard & Poor's credit analyst Rick Joy.


LIFESTYLE PROPERTIES: Case Summary & Creditors List
---------------------------------------------------
Debtor: Lifestyle Properties, LLC
        22277 Lewes Georgetown Highway
        Georgetown, DE 19947

Bankruptcy Case No.: 12-10557

Chapter 11 Petition Date: February 17, 2012

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtor's Counsel: Peter K. Schaeffer, Jr., Esq.
                  CHASANOV & SCHAEFFER
                  1073 South Governors Avenue
                  Dover, DE 19904
                  Tel: (302) 674-2210
                  Fax: (302) 674-2099
                  E-mail: schaeffer@avenuelaw.com

Scheduled Assets: $3,572,716

Scheduled Liabilities: $1,230,681

The Company's list of its 19 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/deb12-10557.pdf

The petition was signed by David Parker, managing partner.


LODGENET INTERACTIVE: Citigroup Global Holds 6.5% Equity Stake
--------------------------------------------------------------
Citigroup Global Markets Inc. and its affiliates disclosed in an
amended Schedule 13G filing with the U.S. Securities and Exchange
Commission that, as of Dec. 31, 2011, they beneficially own
1,743,485 shares of common stock of LodgeNet Interactive
Corporation representing 6.5% of the shares outstanding.  A full-
text copy of the filing is available at http://is.gd/y0RxNL

                     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.


LODGENET INTERACTIVE: David Shaw Discloses 6.7% Equity Stake
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, D. E. Shaw & Co., L.P., and David E. Shaw
disclosed that, as of Dec. 31, 2011, they beneficially own
1,698,953 shares of common stock of LodgeNet Interactive
Corporation representing 6.7% of the shares outstanding.  A full-
text copy of the filing is available at http://is.gd/CSqq3A

                    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.


M WAIKIKI: Marriott May Take Over Honolulu Hotel
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the 353-room Modern Honolulu hotel may end up being
taken over by Marriott International Inc., as the result of
rulings made in court on Feb. 14 by U.S. Bankruptcy Judge Robert
J. Faris in Honolulu.

M Waikiki, LLC, the hotel's owner, has a plan on file where the
Davidson Family Trust from Incline Village, Nevada, would retain
ownership.  The hotel's plan was headed toward court approval,
with a hearing set for March 12 where Judge Faris would consider
approving the explanatory disclosure statement.

Marriott informed Judge Faris it's willing to propose a plan of
its own where no votes by creditors would be required because
everyone would be paid in full or consent in advance.  As a
result, the judge terminated the hotel's exclusive right to
propose a plan.

              Marriot's Plea to End Exclusiivity

Marriott International requested that to the extent the Court
finds that the exclusive period during which Debtor may solicit
votes for its Plan of Reorganization has not yet expired, the
Court immediately terminate any exclusivity period and allow
Marriott to file a competing Plan.

Marriott further requested that any hearing on the adequacy of its
Disclosure Statement be set concurrently with the hearing on the
adequacy of Debtor's Disclosure Statement -? which Marriott
believes is scheduled for March 12.

The Official Committee of Unsecured Creditors in the Debtor's case
earlier asked the Court to deny the Debtor's motion for
exclusivity extension.

According to the Committee, further delay in the case will be
costly for the estate in terms of administrative expenses and
could ultimately damage the prospects of unsecured creditors from
realizing a return from the value of the hotel.

As reported in the TCR on Dec. 23, 2011, the Debtor sought an
extension of its its exclusive periods to file and solicit
acceptances of a plan of reorganization through and including
Sept. 30, 2012, and Nov. 30, 2012, respectively.

                          About M Waikiki

M Waikiki owns the Modern Honolulu, a world-class, luxury hotel
property located close to Waikiki Beach in Hawaii.  The hotel is
being managed by Modern Management Services LLC, an affiliate of
Aqua Hotels and Resorts.

M Waikiki is a Hawaii limited liability company with its principal
place of business located in San Diego, California.  It is a
special purpose entity, having roughly 75 indirect investors,
which was formed to acquire the Hotel.

The Company filed for Chapter 11 protection (Bankr. D. Hawaii Case
No. 11-02371) on Aug. 31, 2011.  Judge Robert J. Faris presides
over the case.  Patrick J. Neligan, Esq., and James P. Muenker,
Esq., at Neligan Foley LLP, in Dallas, Tex.; Simon Klevansky,
Esq., Alika L. Piper, Esq., and Nicole D. Stucki, Esq., at
Klevansky Piper, LLP, in Honolulu, Hawaii, are the attorneys to
the Debtor.  The Debtor tapped XRoads Solutions Group, LLC, and
Xroads Case Management Services, LLC, as its financial and
restructuring advisor.  The Debtor disclosed $216,116,142 in
assets and $135,085,843 in liabilities as of the Chapter 11
filing.

Modern Management is represented by Christopher J. Muzzi, Esq.,
at Moseley Biehl Tsugawa Lau & Muzzi LLC.

Marriott Hotel Services, which used to provide management
services, is represented by Susan Tius, Esq., at Rush Moore LLP
LLP, and Carren B. Shulman, Esq., at Sheppard Mullin Richter &
Hampton LLP.


MACARTHUR PARK: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: MacArthur Park, LLC
        720 New Road
        Somers Point, NJ 08244

Bankruptcy Case No.: 12-13523

Chapter 11 Petition Date: February 14, 2012

Court: United States Bankruptcy Court
       District of New Jersey (Camden)

Judge: Gloria M. Burns

Debtor's Counsel: Albert A. Ciardi, III, Esq.
                  CIARDI CIARDI & ASTIN, P.C.
                  One Commerce Square
                  2005 Market Street
                  Suite 1930
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551
                  E-mail: aciardi@ciardilaw.com

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

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

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

The petition was signed by Donald Kelly, president.


MAJESTIC CAPITAL: Absolute Approved to Conduct Internet Auction
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Majestic Capital, Ltd., et al., to employ Absolute
Auctions & Realty, Inc., to conduct a sale by public webcast
auction of network and electronic equipment owned by the Debtors.

As reported in the Troubled Company Reporter on Jan. 17, 2012,
the Debtors have agreed to pay the auctioneer compensation that
will not exceed 25% of the proceeds from sale.  All fees and
expenses will be deducted from the gross sale proceeds for
marketing expenses, up to a maximum of $600, labor fees up to a
maximum amount of $120 for four hours of cataloging and
photographs at a rate of $30 per hour, and moving fees up to a
maximum amount of $534 for six hours at a rate of $89 per hour.

While the payment of a 25% commission is above the amount
contemplated by the Local Rules, after extensive research, the
Debtors have been unable to locate an auctioneer who is willing to
provide the necessary services at a lower rate of commission or
without buyers' premium.

                       About Majestic Capital

Headquartered in Poughkeepsie, New York City, Majestic Capital,
Ltd., formerly known as CRM Holdings Ltd., has two wholly owned
subsidiaries, Majestic USA and Twin Bridges, a Bermuda-based
reinsurance company.  Twin Bridges and Majestic Insurance, a
downstream subsidiary of Majestic USA are the two principal
insurance companies.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 11-36225) on April 29, 2011.

Affiliates also sought Chapter 11 protection (Bankr. S.D.N.Y. Case
Nos. 11-36221 - 11-36234) on April 29, 2011.   The Debtors
retained Murphy & King, P.C. as their general bankruptcy counsel
and Genova & Malin as their local counsel.  The Debtors tapped
Michelman & Robinson, LLP, as special counsel, and Day Seckler,
LLP, as accountants and financial advisors.  The Debtor disclosed
$436,191,000 in assets and $421,757,000 in liabilities as of
Dec. 31, 2010.

Bruce F. Smith, Esq., and Steven C. Reingold, Esq., at Jager Smith
P.C., represent the Official Committee of Unsecured Creditors.
The Committee has also tapped J.H. Cohn LLP as its financial
advisors.


MAJESTIC CAPITAL: R&Q Quest Approved as Investment Banker
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Majestic Capital, Ltd., et al., to employ R&Q Quest
Management Services, Limited, as investment banker.

As reported in the Troubled Company Reporter on Jan. 18, 2012, R&Q
Quest will market for sale Majestic Capital's 100% stock interest
in Twin Bridges, Limited, a wholly owned, non debtor subsidiary of
Majestic Capital, or the assets of Twin Bridges in accordance with
the terms of the engagement letter dated Dec. 14, 2011.

Pursuant to the terms of the Engagement Letter and in
consideration of the services to be performed by Quest, the
Debtors have agreed to pay Quest a fee upon consummation of a
Transaction in the amount of the greater of $75,000 or 1.5% of the
cash paid to the Debtors as part of a transaction.  The engagement
is for an initial period of six months, subject to renewal by the
parties.

Nicholas Frost, president of Quest, attests that the firm is a
"disinterested person," as that term is defined in Section 101(14)
of the Bankruptcy Code.

                       About Majestic Capital

Headquartered in Poughkeepsie, New York City, Majestic Capital,
Ltd., formerly known as CRM Holdings Ltd., has two wholly owned
subsidiaries, Majestic USA and Twin Bridges, a Bermuda-based
reinsurance company.  Twin Bridges and Majestic Insurance, a
downstream subsidiary of Majestic USA are the two principal
insurance companies.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 11-36225) on April 29, 2011.

Affiliates also sought Chapter 11 protection (Bankr. S.D.N.Y. Case
Nos. 11-36221 - 11-36234) on April 29, 2011.   The Debtors
retained Murphy & King, P.C. as their general bankruptcy counsel
and Genova & Malin as their local counsel.  The Debtors tapped
Michelman & Robinson, LLP, as special counsel, and Day Seckler,
LLP, as accountants and financial advisors.  The Debtor disclosed
$436,191,000 in assets and $421,757,000 in liabilities as of
Dec. 31, 2010.

Bruce F. Smith, Esq., and Steven C. Reingold, Esq., at Jager Smith
P.C., represent the Official Committee of Unsecured Creditors.
The Committee has also tapped J.H. Cohn LLP as its financial
advisors.


MAXXAM INC: Dimensional Fund Discloses 6.3% Equity Stake
--------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Dimensional Fund Advisors LP disclosed that,
as of Dec. 31, 2011, it beneficially owns 1,140 shares of common
stock of Maxxam Inc. representing 6.33% of the shares outstanding.
A full-text copy of the filing is available for free at
http://is.gd/ITM9H9

                         About MAXXAM Inc.

Houston, Texas-based MAXXAM Inc. (NYSE Amex: MXM) conducts the
substantial portion of its operations through its subsidiaries,
which operate in two industries -- Residential and commercial real
estate investment and development (primarily in second home or
seasonal home communities), through MAXXAM Property Company and
other wholly owned subsidiaries of the Company, as well as joint
ventures; and racing operations, through Sam Houston Race Park,
Ltd. a Texas limited partnership wholly owned by the Company,
which owns and operates a Texas Class 1 pari-mutuel horse racing
facility in the greater Houston metropolitan area, and a pari-
mutuel greyhound racing facility in Harlingen, Texas.

At Sept. 30, 2009, MAXXAM had $361.6 million in total assets,
$778.0 million in total liabilities, and a $416.4 million
stockholders' deficit.

                       Going Concern Doubt

As reported by the Troubled Company Reporter on April 7, 2009,
Grant Thornton LLP said the uncertainty surrounding the real
estate industry and the ultimate outcome of proceedings involving
MAXXAM Inc.'s former unit, Pacific Lumber Company, and their
effect on the Company, as well as the Company's operating losses
raise substantial doubt about the ability of the Company to
continue as a going concern.


MCPIE, LLC: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: McPIE, LLC
        P.O. Box 1215
        West Point, MS 39773

Bankruptcy Case No.: 12-10608

Chapter 11 Petition Date: February 16, 2012

Court: U.S. Bankruptcy Court
       Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Robert Gambrell, Esq.
                  GAMBRELL & ASSOCIATES, PLLC
                  101 Ricky D. Britt Boulevard, Suite 3
                  Oxford, MS 38655
                  Tel: (662) 281-8800
                  E-mail: rg@ms-bankruptcy.com

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

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

The Company's list of its six largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/msnb12-10608.pdf

The petition was signed by Michael L. Pierce, manager.


MEDIA GENERAL: Dimensional Fund Holds 6.4% of Class A Shares
------------------------------------------------------------
Dimensional Fund Advisors LP disclosed in an amended Schedule 13G
filing with the U.S. Securities and Exchange Commission that, as
of Dec. 31, 2011, it beneficially owns 1,460,005 shares of Class A
common stock of Media General Inc. representing 6.46% of the
shares outstanding.  A full-text copy of the filing is available
at http://is.gd/WxFBBR

                       About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.  The Company operates in
three business segments: Publishing, Broadcast and Interactive
Media. The Company owns 25 daily newspapers and more than 150
other publications, as well as 23 television stations.  The
Company also operates more than 75 online enterprises.  In March
2008, the Company completed the purchase of DealTaker.com, an
online social shopping portal.

The Company reported a net loss of $71.01 million on $448.47
million of total revenues for the nine months ended Sept. 25,
2011, compared with a net loss of $31.68 million on $488.23
million of total revenues for the nine months ended Sept. 26,
2010.

The Company reported a net loss of $74.32 million on $616.20
million of total revenues for the 52 weeks ending Dec. 25, 2011,
compared with a net loss of $22.63 million on $678.11 million of
total revenues for the 52 weeks ended Dec. 26, 2010.

The Company's balance sheet at Dec. 25, 2011, showed $1.08 billion
in total assets, $1.05 billion in total liabilities and $33.95
million in stockholders' equity.

                           *     *     *

As reported by the Troubled Company Reporter on October 5, 2011,
Moody's Investors Service downgraded Media General, Inc.'s (Media
General) Corporate Family Rating (CFR) and senior secured bond
rating to B3 from B2, and lowered the company's speculative-grade
liquidity rating to SGL-4 from SGL-3.  The rating actions reflect
the liquidity pressure from the approaching March 2013 credit
facility maturity and heightened risk of a covenant violation, as
well as the operating pressure from a weaker advertising market.
The rating outlook is negative.

The TCR also reported on Oct. 28, 2011, that Standard & Poor's
Ratings Services lowered its corporate credit on Richmond, Va.-
headquartered Media General Inc. to 'CCC+' from 'B-'.  "The
downgrade reflects our expectation that Media General could face
difficulties in maintaining covenant compliance in 2012," S&P
said.


MEDIA GENERAL: Peter Troob Holds 9.9% of Class A Shares
-------------------------------------------------------
Peter J. Troob disclosed in an amended Schedule 13G filing with
the U.S. Securities and Exchange Commission that, as of Dec. 31,
2011, he beneficially owns 2,242,745 shares of Class A common
stock of representing 9.9% of the shares outstanding.  A full-text
copy of the filing is available at http://is.gd/cI7QTp

                        About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.  The Company operates in
three business segments: Publishing, Broadcast and Interactive
Media. The Company owns 25 daily newspapers and more than 150
other publications, as well as 23 television stations.  The
Company also operates more than 75 online enterprises.  In March
2008, the Company completed the purchase of DealTaker.com, an
online social shopping portal.

The Company reported a net loss of $71.01 million on $448.47
million of total revenues for the nine months ended Sept. 25,
2011, compared with a net loss of $31.68 million on $488.23
million of total revenues for the nine months ended Sept. 26,
2010.

The Company reported a net loss of $74.32 million on $616.20
million of total revenues for the 52 weeks ending Dec. 25, 2011,
compared with a net loss of $22.63 million on $678.11 million of
total revenues for the 52 weeks ended Dec. 26, 2010.

The Company's balance sheet at Dec. 25, 2011, showed $1.08 billion
in total assets, $1.05 billion in total liabilities and $33.95
million in stockholders' equity.

                          *     *      *

As reported by the Troubled Company Reporter on October 5, 2011,
Moody's Investors Service downgraded Media General, Inc.'s (Media
General) Corporate Family Rating (CFR) and senior secured bond
rating to B3 from B2, and lowered the company's speculative-grade
liquidity rating to SGL-4 from SGL-3.  The rating actions reflect
the liquidity pressure from the approaching March 2013 credit
facility maturity and heightened risk of a covenant violation, as
well as the operating pressure from a weaker advertising market.
The rating outlook is negative.

The TCR also reported on Oct. 28, 2011, that Standard & Poor's
Ratings Services lowered its corporate credit on Richmond, Va.-
headquartered Media General Inc. to 'CCC+' from 'B-'.  "The
downgrade reflects our expectation that Media General could face
difficulties in maintaining covenant compliance in 2012," S&P
said.


MGM RESORTS: Paulson & Co. Discloses 7.6% Equity Stake
------------------------------------------------------
Paulson & Co. 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 37,417,600 shares of common
stock of MGM Resorts International representing 7.65% of the
shares outstanding.  A full-text copy of the filing is available
for free at http://is.gd/NSXFrl

                         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.


MGM RESORTS: Janus Capital Discloses 9.7% Equity Stake
------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Janus Capital Management LLC disclosed that, as of
Dec. 31, 2011, it beneficially owns 47,560,483 shares of common
stock of MGM Resorts International representing 9.7% of the shares
outstanding.  A full-text copy of the filing is available at:

                       http://is.gd/LFNyhK

                         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.


MORGANS HOTEL: Bank of America Holds 5.6% Equity Stake
------------------------------------------------------
Bank of America Corporation disclosed in a Schedule 13G filing
with the U.S. Securities and Exchange Commission that, as of
Dec. 30, 2011, it beneficially owns 1,749,198 shares of common
stock of Morgans Hotel Group Co. representing 5.69% of the shares
outstanding.  A full-text copy of the filing is available at no
charge at http://is.gd/r7jBaF

                     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.


MORGANS HOTEL: HG Vora Does Not Own Common Shares
-------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, HG Vora Special Opportunities Master Fund, Ltd., and
its affiliates disclosed that, as of Feb. 14, 2012, they
beneficially own 0 shares of common stock of Morgans Hotel Group
Co.  A full-text copy of the filing is available for free at:

                        http://is.gd/ODz7xL

                     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.


MORRIS REAL ESTATE: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Morris Real Estate Holdings II, LLC
        999 Oakmont Plaza Drive, Suite 540
        Westmont, IL 60559

Bankruptcy Case No.: 12-05365

Chapter 11 Petition Date: February 14, 2012

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

Judge: Eugene R. Wedoff

Debtor's Counsel: Ethan Ostrow, Esq.
                  BROWN, UDELL, POMERANTZ & DELRAHIM, LTD.
                  1332 North Halsted Street, Suite 100
                  Chicago, IL 60642
                  Tel: (312) 475-9900
                  Fax: (312) 475-1188
                  E-mail: eostrow@bupdlaw.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 three largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/ilnb12-05365.pdf

The petition was signed by Lewis J. Borsellino, manager.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Morris Senior Living, LLC             12-05364            02/14/12


MPG OFFICE: David Tepper Discloses 8.4% Equity Stake
----------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, David A. Tepper and his affiliates disclosed
that, as of Dec. 31, 2011, they beneficially own 4,292,354 shares
of common stock of MPG Office Trust, Inc., representing 8.42% of
the shares outstanding.  A full-text copy of the amended filing is
available for free at http://is.gd/s5AS5U

                       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 PROMOTERS: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: National Promoters and Services, Inc.
        425 Munoz Rivera Avenue
        San Juan, PR 00918

Bankruptcy Case No.: 12-01076

Chapter 11 Petition Date: February 15, 2012

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Carmen D. Conde Torres, Esq.
                  C. CONDE & ASSOC.
                  254 San Jose Street, 5th Floor
                  San Juan, PR 00901-1523
                  Tel: (787) 729-2900
                  Fax: (787) 729-2203
                  E-mail: notices@condelaw.com

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

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

The Company's list of its 15 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/prb12-01076.pdf

The petition was signed by Carlos Benitez Rivera, president.


NATIONAL RETAIL: S&P Rates $250-Mil. Preferred Stock at 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
the $250 million 6.625% preferred stock issued by National Retail
Properties Inc.

The company has indicated that it plans to use proceeds from the
offering to redeem its higher coupon (7.375%) series C preferred
stock and for general corporate purposes, which may include
repaying outstanding borrowings under its revolving credit
facility.

"Our ratings on National Retail acknowledge the company's well-
occupied and geographically diverse portfolio of triple-net-leased
properties, currently sound debt protection metrics, and adequate
liquidity to meet capital needs that include moderate near-term
debt maturities. Portfolio tenant and industry concentrations
within the company's portfolio offset these strengths. We consider
National Retail's business profile satisfactory and its financial
risk profile modest," S&P said.

"The outlook is stable. As the U.S. macroeconomy continues to
recover and national unemployment recedes, the potential for
tenant stress within National Retail's portfolio has receded as
well, in our view. We expect National Retail's occupancy to remain
stable in the mid-to-high 90% area. We also expect National Retail
to prudently finance growth so that it maintains its currently
conservative financial policies. We believe an upgrade is unlikely
in the next year. Although currently less likely, we would
consider lowering our ratings if the company's operating
performance weakens materially such that fixed-charge coverage
drops below 2.5x, total coverage of the common dividend was
sustained below 1x, or if the company's investments were to
deviate (in size, financing, or property type) significantly from
our expectations," S&P said.

Rating List

National Retail Properties Inc.
Corporate credit rating                BBB/Stable

Rating Assigned
$250 million 6.625% preferred stock    BB+


NAVISTAR INT'L: FMR LLC Discloses 3.5% Equity Stake
---------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on Feb. 23, 2012, FMR LLC and Edward C.
Johnson 3d disclosed that they beneficially own 2,478,062 shares
of common stock of Navistar International Corporation representing
3.529% of the shares outstanding.  A full-text copy of the filing
is available for free at http://is.gd/x8djn6

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet as of Oct. 31, 2011, showed $12.29
billion in total assets, $12.26 billion in total liabilities, $5
million in redeemable equity securities, and $23 million in total
stockholders' equity.

                           *     *     *

Navistar has a 'BB-/Stable/--' corporate credit rating from
Standard & Poor's and a 'B1' Corporate Family Rating and
Probability of Default Rating from Moody's Investors Service.

Moody's said in October 2010 that Navistar's B1 rating could
improve if the North American truck market remains on track for a
sustained recovery into 2011, and Navistar's operational
initiatives to moderate its vulnerability to the truck cycle show
evidence of taking hold.


NAVISTAR INT'L: Wellington Management Holds 6.5% Equity Stake
-------------------------------------------------------------
Wellington Management Company, LLP, disclosed in an amended
Schedule 13G filing with the U.S. Securities and Exchange
Commission that, as of Dec. 31, 2011, it beneficially owns
4,598,123 shares of common stock of Navistar International
Corporation representing 6.55% of the shares outstanding.  A full-
text copy of the filing is available http://is.gd/S6Rv2v

                     About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet as of Oct. 31, 2011, showed $12.29
billion in total assets, $12.26 billion in total liabilities, $5
million in redeemable equity securities, and $23 million in total
stockholders' equity.

                           *     *     *

Navistar has a 'BB-/Stable/--' corporate credit rating from
Standard & Poor's and a 'B1' Corporate Family Rating and
Probability of Default Rating from Moody's Investors Service.

Moody's said in October 2010 that Navistar's B1 rating could
improve if the North American truck market remains on track for a
sustained recovery into 2011, and Navistar's operational
initiatives to moderate its vulnerability to the truck cycle show
evidence of taking hold.


NEW ENGLAND: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: New England Building Materials, LLC
          fka Lavalley Lumber Company, LLC
              Poole Brothers
        563 New Dam Road
        Sanford, ME 04073

Bankruptcy Case No.: 12-20109

Chapter 11 Petition Date: February 14, 2012

Court: U.S. Bankruptcy Court
       District of Maine (Portland)

Debtor's Counsel: George J. Marcus, Esq.
                  MARCUS, CLEGG & MISTRETTA, P.A.
                  One Canal Plaza, Suite 600
                  Portland, ME 04101-4102
                  Tel: (207) 828-8000
                  E-mail: bankruptcy@mcm-law.com

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

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

The petition was signed by Richard I. Thompson, chief financial
officer.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Lumbermens Merchandising Corp.     Trade Debt             $279,326
75 Remittance Drive
Pittsburgh, PA 15251-6779

Seaboard International Forest      Trade Debt             $243,200
Products
P.O. Box 402354
Atlanta, GA 30384-2354

GEBSCO Realty Corp.                Trade Debt             $199,271
410 Boston Post Road, Suite 22
Sudbury, MA 01776

Coastal Forest Products            Trade Debt             $190,213

Boston Cedar                       Trade Debt             $172,884

Schrock Handcrafted Cabinetry      Trade Debt             $168,293

Boise Cascade                      Trade Debt             $144,887

Huttig Saco                        Trade Debt              $98,248

Andersen Warehouse                 Trade Debt              $79,172

Benjamin Moore Paints              Trade Debt              $69,454

Lancaster                          Trade Debt              $68,666

Kasson & Keller, Inc.              Trade Debt              $66,635

FIA Business Card                  Trade Debt              $56,830

Bluelinx                           Trade Debt              $53,751

Gilfoy Distrbuting Co.             Trade Debt              $53,533

Emery-Waterhouse                   Trade Debt              $50,723

Bestway of New York                Trade Debt              $44,824

Brockway-Smith Co.                 Trade Debt              $42,847

B B & S                            Trade Debt              $41,569

Gillis & Prittie, Inc.             Trade Debt              $36,859


NEXSTAR BROADCASTING: Central Square Holds 5.5% of Class A Shares
-----------------------------------------------------------------
Central Square Management LLC and Kelly Cardwell disclosed in an
amended Schedule 13G filed with the U.S. Securities and Exchange
Commission that, as of Dec. 31, 2011, they beneficially own
838,649 shares of Class A common stock of Nexstar Broadcasting
Group, Inc., representing 5.5% of the shares outstanding.  A full-
text copy of the filing is available at http://is.gd/XHIXxh

                  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.


NICHOLS EXCAVATION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Nichols Excavation Inc.
        2742 Pulaski Highway
        Newark, DE 19702

Bankruptcy Case No.: 12-10569

Chapter 11 Petition Date: February 17, 2012

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Kevin Gross

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

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

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Nichols Nursery Inc.                  12-10570            02/17/12
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

Nichols Excavation's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/deb12-10569.pdf

Nichols Nursery Inc.'s list of its 22 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/deb12-10570.pdf

The petitions were signed by Stephen J. Nichols, president.


NORRIE CORPORATION: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Norrie Corporation
        2800 Manhattan Ave
        Manhattan Beach, CA 90266

Bankruptcy Case No.: 12-15163

Chapter 11 Petition Date: February 14, 2012

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Neil W. Bason

Debtor's Counsel: Thomas C. Corcovelos, Esq.
                  CORCOVELOS LAW GROUP
                  1001 Sixth St Ste 150
                  Manhattan Beach, CA 90266
                  Tel: (310) 374-0116
                  Fax: (310) 318-3832
                  E-mail: corforlaw@corforlaw.com

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

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

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

The petition was signed by Robert Norrie, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Norrie Corporation                     11-18788   11/17/11


NORTH COAST LIFE: A.M. BEST Maintains FSR of 'C+' Under Review
--------------------------------------------------------------
A.M. Best Co. has maintained the under review with positive
implications status on the financial strength rating (FSR) of C+
(Marginal) and issuer credit rating (ICR) of "b-" of North Coast
Life Insurance Company (North Coast) (Spokane, WA).  This action
follows the recent announcement that North Coast has reached an
agreement on the amount of purchase with Government Personnel
Mutual Life Insurance Company (GPM) pursuant to the acquisition of
North Coast by GPM.

The ratings were initially placed under review following the
October 19, 2010 announcement by North Coast of its intention to
be acquired by GPM. Discussions toward a definitive agreement of
sale continued throughout 2011, with several extensions of the
deadline for consummation being issued during the year.  The most
recent announcement, issued in February 2012, now indicates a mid-
year 2012 close.

A.M. Best notes that North Coast and GPM previously were strategic
partners, as they have had a reinsurance agreement in place since
2008.  The under review with positive implications status
continues to reflect the potential incorporation of North Coast
policyholders into a stronger organization.  The ratings will
remain under review pending regulatory approval and the change in
ownership expected to take effect later this year.

In the event that the transaction does not go forward as planned,
the ratings of North Coast would likely be affirmed with a stable
outlook, due to its improved profitability and absolute capital
levels through year-end 2011.

The FSR of A- (Excellent) and ICR of "a-" of GPM are unchanged by
this transaction.


NORTHSTAR AEROSPACE: Negotiates Forbearance Until Feb. 24
---------------------------------------------------------
Northstar Aerospace, Inc., said Friday the forbearance agreement
entered into with the syndicate of lenders under the Corporation's
existing credit facility has been extended. Under the forbearance
agreement, as extended, the lenders have agreed to forbear from
the exercise of their rights under the credit facility through
February 24, 2012.

Northstar Aerospace said in a statement it is continuing its
process of exploring and evaluating strategic alternatives for the
Corporation.

Northstar, which violated covenants, announced early this month
its entry to a forbearance agreement.  The lenders are receiving
increased interest and required appointment of a financial adviser
"to assist with direction and management of financial matters."

Absent the extension, the forbearance agreement would have expired
Feb. 17.

As previously disclosed in the notes to the Corporation's interim
financial statements as of Sept. 30, 2011, significant doubt
remains regarding the Corporation's ability to continue as a going
concern.

Northstar Aerospace -- http://www.nsaero.com/-- is an independent
manufacturer of flight critical gears and transmissions. Northstar
Aerospace is a public company (TSX:NAS) with operating
subsidiaries in the United States and Canada.  Its principal
products include helicopter gears and transmissions, accessory
gearbox assemblies, rotorcraft drive systems and other machined
and fabricated parts. It also provides maintenance, repair and
overhaul of components and transmissions. The Company's executive
offices are located in Chicago, Illinois. Its plants are located
in Chicago, Illinois; Phoenix, Arizona; Milton and Windsor,
Ontario, Canada.

Northstar has debt including $26 million outstanding on a
revolving credit and $20 million on a term loan, according to data
compiled by Bloomberg.


NPS PHARMACEUTICALS: FMR LLC Discloses 15% Equity Stake
-------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission on Feb. 13, 2012, FMR LLC and Edward C.
Johnson 3d disclosed that they beneficially own 12,912,175 shares
of common stock of NPS Pharmaceuticals Incorporated representing
15% of the shares outstanding.  A full-text copy of the filing is
available for free at http://is.gd/HIabPc

                      About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS noted in its Form 10-K for the year ended Dec. 31, 2009, it
has not been profitable since its inception in 1986.  As of
Dec. 31, 2009, it had an accumulated deficit of
$922.7 million.  "Currently, we are not a self-sustaining business
and certain economic, operational and strategic factors may
require us to secure additional funds."  The Company though
believes its existing capital resources at Dec. 31, 2009,
along with the receipt of $38.4 million from the sale of its
REGPARA royalty stream, should be sufficient to fund its current
and planned operations through at least Jan. 1, 2011.

The Company reported a net loss of $27.63 million on $75.38
million of total revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $25.04 million on $65.37 million
of total revenues for the same period a year ago.

The Company reported a consolidated net loss of $31.44 million on
$89.41 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $17.86 million on $84.15 million of
total revenue during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $237.44
million in total assets, $276 million in total liabilities and a
$38.56 million total stockholders' deficit.


NPS PHARMACEUTICALS: Wellington Holds 7.5% Equity Stake
-------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Wellington Management Company, LLP, disclosed that, as
of Dec. 31, 2011, it beneficially owns 6,503,986 shares of common
stock of NPS Pharmaceuticals, Inc., representing 7.56% of the
shares outstanding.  A full-text copy of the amended filing is
available for free at http://is.gd/O0ytay

                     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.


NUTRITION 21: Bank of America Corp. Owns 7.44% of Common Stock
--------------------------------------------------------------
Bank of America Corporation discloses that as of Dec. 30, 2011, it
may be deemed to beneficially own 18,945,250 shares representing
7.44% of the Common Stock of NXXI Inc.

A copy of the Schedule 13G is available for free at:

                       http://is.gd/qSe90i

                       About Nutrition 21

Purchase, N.Y.-based Nutrition 21, Inc. --
http://www.nutrition21.com/-- is a nutritional bioscience company
that primarily develops and markets raw materials, formulations,
compounds, blends and bulk and other materials to third-party non-
end users to be further fabricated, blended or packaged for
ultimate sales to end-users as nutritional supplements or
otherwise.  The Company holds more than 30 patents for nutrition
products and their uses.

Nutrition 21 and its debtor-affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Lead Case No. 11-23712) on
Aug. 26, 2011.  Michael Friedman, Esq., and Keith N. Sambur, Esq.,
at Richards Kibbe & Orbe LLP, serve as the Debtors' counsel.

On Dec. 23, 2011, the Bankruptcy Court entered an order confirming
the Second Amended Joint Chapter 11 Plan of Nutrition 21, Inc., et
al.   On the effective date of the Plan, all outstanding equity
securities of the Company will be canceled and the Company will be
dissolved.  The Company expects the Plan to become effective on or
about Jan. 9, 2012, upon satisfaction or waiver of the conditions
precedent specified under the Plan.

The Second Amended Joint Chapter 11 Plan of NXXI Inc., et al.,
formerly known as Nutrition 21, Inc., became effective on Jan. 13,
2012.


NUVEEN INVESTMENTS: S&P Assigns 'CCC' Rating to $500MM Term Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' rating on
Nuveen Investments Inc.'s $500 million second-lien term loan due
in 2019. Nuveen will use proceeds to repay its existing (unrated)
second-lien term loan due in 2015. At the same time, the company
is seeking to extend $500 million of the $1.1 billion first-lien
term loan from 2014 to 2017. In completing these transactions,
Nuveen will pay a $30 million call premium on the existing second-
lien term loan. To meet this call premium and other expenses, the
company will use cash on the balance sheet and its revolving
credit facility. Although these transactions extend debt
maturities, total debt will still exceed $4.1 billion, a heavy
burden that weighs on the ratings on Nuveen.

Ratings List

Nuveen Investments Inc.
Counterparty Credit Rating              B-/Stable/--

New Rating

Nuveen Investments Inc.
$500 mil. second-lien loan due 2019     CCC


OILSANDS QUEST: Wellington Mgt Deemed to Own 9.94% of Common Stock
------------------------------------------------------------------
Wellington Management Company, LLP, discloses that as of Dec. 31,
2011, in its capacity as investment adviser, it may be deemed to
beneficially own 34,650,355 shares of Common Stock of Oilsands
Quest Inc. which are held of record by clients of Wellington
Management.  The shares represent 9.94% of the Common Stock of the
Issuer.

A copy of the Schedule 13G/A is available for free at:

                       http://is.gd/XIlfAJ

                      About Oilsands Quest

Oilsands Quest Inc. -- http://www.oilsandsquest.com/-- is
exploring and developing oil sands permits and licenses, located
in Saskatchewan and Alberta, and developing Saskatchewan's first
commercial oil sands discovery.

The Company reported a net loss of US$10.3 million for the six
months ended Oct. 31, 2011, compared with a net loss of
US$25.1 million for the six months ended Oct. 31, 2010.

The Company's balance sheet at Oct. 31, 2011, showed
US$156.6 million in total assets, US$33.3 million in total
liabilities, and stockholders' equity of US$123.3 million.  As at
Oct. 31, 2011, the Company had a deficit accumulated during the
development phase of US$721.7 million.

                          *     *     *

On Nov. 29, 2011, the Company and certain of its subsidiaries
voluntarily commenced proceedings under the CCAA obtaining an
Initial Order from the Court of Queen's Bench of Alberta (the
"Court"), in In re Oilsands Quest, Inc., et al., Case No. 1101-
16110.

The CCAA Proceedings were initiated by: Oilsands Quest, Oilsands
Quest Sask Inc., Township Petroleum Corporation, Stripper Energy
Services, Inc., 1291329 Alberta, Ltd., and Oilsands Quest
Technology, Inc. (collectively, the "Oilsands Entities").

Under the Initial Order, Ernst & Young, Inc., was appointed by the
Court to monitor the business and affairs of the Oilsands Entities
and creditors are stayed for a period of 30 days while the
Oilsands Entities explore financing and restructuring alternatives
and develop a comprehensive restructuring plan.  The Plan must be
approved by any affected shareholders and the Court in order to be
implemented.  Neither of Oilsands' other subsidiaries, 1259882
Alberta, Ltd., and Western Petrochemical Corp., have filed for
creditor protection.

The Company has requested and obtained an extension of the Order
from the Court providing creditor protection under the CCAA until
Feb. 17, 2012, unless further extended as required and approved by
the Court.

If by Feb. 17, 2012, the Company has not obtained a further
extension of the initial order or filed a plan, creditors and
others will no longer be stayed from enforcing their rights.


OMEGA NAVIGATION: Lloyd Miller III Owns 9.6% of Common Stock
------------------------------------------------------------
Lloyd I. Miller, III, discloses that as of Dec. 31, 2011, he
beneficially owns 1,531,925 shares, representing 9.6% of the
common stock of Omega Navigation Enterprises, Inc.

The reporting person has sole voting and dispositive power with
respect to 1,188,825 of the reported securities as the manager of
a limited liability company that is the adviser to certain family
trusts.  The reporting person has shared voting and dispositive
power with respect to 343,100 of the reported securities as a co-
member and co-manager of a limited liability company.

A copy of the Schedule 13G/A is available for free at:

                       http://is.gd/iOB3NF

                     About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

Judge Karen K. Brown presides over the case.  Bracewell &
Giuliani LLP serves as counsel to the Debtors.  Jefferies &
Company, Inc., is the financial advisor and investment banker.

The Official Committee of Unsecured Creditors has tapped Winston
& Strawn as local counsel; Jager Smith as lead counsel; and First
International as financial advisor.


PENINSULA HOSPITAL: Creditors' Committee Gets Co-Exclusivity
------------------------------------------------------------
The Deal Pipeline's Hayley Kaplan reports that Judge Elizabeth S.
Stong of the U.S. Bankruptcy Court for the Eastern District of New
York in Brooklyn extended Peninsula Hospital Center's exclusive
right to file and solicit a Chapter 11 plan on Feb. 14.

The Deal Pipeline also relates Robert M. Hirsh, Esq., of Arent Fox
LLP, counsel to the official committee of unsecured creditors,
said, however, that Judge Stong also granted the committee's
request for co-exclusivity after the debtor raised no objections
to the motion.

According to the report, Mr. Hirsh said the hospital and committee
plan to file a joint reorganization plan by the end of this week.
If that plan does not work out, though, the committee anticipates
filing a competing plan, Mr. Hirsh said.

The report notes Peninsula on Jan. 13 had requested a 30-day
extension of its exclusive right to file a plan, which had been
set to expire Jan. 19, and its sole right to solicit plan
acceptances, which was set to end March 19.  Peninsula said it has
been diligently working with the creditors' committee to formulate
a consensual reorganization plan.

According to the report, the committee challenged the Peninsula's
request, saying despite the committee's urging, Peninsula did not
appear to have pursued any possible reorganization alternatives
other than a deal with DIP lender Revival Funding Co. LLC, an
affiliate of Revival Home Health Care LLC.   Therefore, the
committee requested co-exclusivity so it could explore other
restructuring alternatives transparently.

On Dec. 9, the Court granted U.S. Trustee Tracy Hope Davis'
request for appointment of an examiner in Peninsula's case.
According to The Deal Pipeline, the U.S. Trustee requested for an
examiner or a Chapter 11 trustee for the debtor, asserting that
"from the inception of these cases, the U.S. Trustee repeatedly
has questioned the possible conflicts of the debtors' management
and the lack of a viable reorganization strategy."

Richard J. McCord, Esq., Certilman Balin Adler & Hyman LLP, was
named examiner.  According to The Deal Pipeline, Mr. McCord
investigated the debtor's prepetition relationship with Revival,
current transactions between the debtor and Revival, and
relationships between the debtor's management and board of
directors and Revival Funding, court papers said.

According to The Deal Pipeline, Mr. McCord's report, filed on
Jan. 31, said, "There is at a minimum the appearance of conflicts
of interest between current management and the debtors." The
examiner, however, found no evidence of fraud in Revival's
exchanges with the debtor. He concluded the relationship between
the parties should continue to be monitored by a third party
unrelated to the case.

                     About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., at
Macron & Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman,
et al., as their attorneys.  Nixon Peabody serves as their special
counsel; GCG, Inc., serves as claims and noticing agent.

Judge Stong appointed Daniel T. McMurray at Focus Management Group
as patient care ombudsman.  Neubert, Pepe & Monteith P.C. serves
as PCO's counsel.

Richard J. McCord, Esq., has been appointed by the Court as
examiner in the Debtors' cases.  He is tasked to conduct an
investigation of the Debtors' relationship and transactions with
Revival Home Health Care, Revival Acquisitions Group LLC, Revival
Funding Co. LLC, and any affiliates.  Certilman Balin, & Hyman,
LLP, which counts Mr. McCord as one of the firm's members, serves
as counsel for the Examiner.

CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.,
serve as financial advisors for the Official Committee of
Unsecured Creditors.  Robert M. Hirsh, Esq., at Arent Fox LLP, in
New York, N.Y., represents the Committee as counsel.


PENINSULA HOSPITAL: Court Holds Final DIP Hearing
-------------------------------------------------
The Deal Pipeline's Hayley Kaplan reports that a final hearing on
the $3 million DIP loan to be provided by Revival Funding Co. LLC,
an affiliate of Revival Home Health Care LLC, to Peninsula
Hospital Center was scheduled for Feb. 14, but was continued until
Feb. 17.

Judge Elizabeth S. Stong on Dec. 22 approved interim use of the
DIP loan.

According to The Deal Pipeline, Peninsula originally secured an
$8 million DIP from Revival, but Peninsula on Dec. 7 withdrew the
motion for the financing before a hearing was held.  The report
notes Revival had formally agreed to maintain the hospital and
nursing home for a minimum of three years and provide up to $27
million in cash, minus what is used on the DIP, to fund the
debtor's reorganization plan, which was never filed with the
court.

According to the report, the postpetition financing is priced at
9% per annum. If the company defaulted on the loan, the interest
rate would increase to 14% per annum.  The DIP loan provides for a
$215,000 carve-out for professional fees.

According to The Deal Pipeline, the DIP financing carries a
$75,000 origination fee and a $20,000 per month collateral
management fee.  The new DIP primes a $6.35 million secured claim
held by lender 1199 SEIU National Benefit Fund.

Without access to the new DIP loan, the hospital operator said it
wouldn't be able to operate after Dec. 26.

The new DIP primes a $6.35 million secured claim held by lender
1199 SEIU National Benefit Fund.

According to The Deal Pipeline, Debtor counsel Deborah J. Piazza,
Esq., of Abrams, Fensterman, Fensterman, Eisman, Greenberg,
Formato & Einiger LLP, didn't respond to requests for comment.

Isaac Nutovic, Esq., of Nutovic & Associates, and Menachem
Bensinger, Esq., of McGrail & Bensinger LLP, represent Revival.

                     About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., at
Macron & Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman,
et al., as their attorneys.  Nixon Peabody serves as their special
counsel; GCG, Inc., serves as claims and noticing agent.

Judge Stong appointed Daniel T. McMurray at Focus Management Group
as patient care ombudsman.  Neubert, Pepe & Monteith P.C. serves
as PCO's counsel.

Richard J. McCord, Esq., has been appointed by the Court as
examiner in the Debtors' cases.  He is tasked to conduct an
investigation of the Debtors' relationship and transactions with
Revival Home Health Care, Revival Acquisitions Group LLC, Revival
Funding Co. LLC, and any affiliates.  Certilman Balin, & Hyman,
LLP, which counts Mr. McCord as one of the firm's members, serves
as counsel for the Examiner.

CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.,
serve as financial advisors for the Official Committee of
Unsecured Creditors.  Robert M. Hirsh, Esq., at Arent Fox LLP, in
New York, N.Y., represents the Committee as counsel.


PENN CAMERA: Sale Authorization Corrected by Court
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy court in Greenbelt, Maryland, jumped
the gun and mistakenly authorized Penn Camera Exchange Inc., to
sell assets.  The original sale authorization on Feb. 10 was
revoked, although Calumet Photographic Inc. remained the buyer
when the mistake was corrected.

The report relates that as approved by the bankruptcy court on
Feb. 13, Calumet is paying with $250,000 cash and a $250,000 note.
In addition, the buyer will assume as much as $100,000 in
liabilities.  The purchased assets include leases for three
stores.

                         About Penn Camera

Founded in 1953, Penn Camera -- http://www.penncameras.com/-- was
known for its wide selection of photography equipment, classes and
technicians.  Based in Beltsville, Maryland, Penn Camera Exchange,
Inc., which does business as Penn Camera, Penn Camera Exch, and
Penn Camera Exchange, filed for Chapter 11 bankruptcy (Bankr. D.
Md. Case No. 12-10113) on Jan. 4, 2012.  Judge Paul Mannes
presides over the case.  Nelson C. Cohen, Esq., at Zuckerman
Spaeder LLP, serves as the Debtor's counsel.  Penn Camera
scheduled assets of $4,050,487 and liabilities of $4,402,910.  The
petition was signed by Jeffrey Zweig, president.

Penn Camera closed five of its stores around Washington before the
Chapter 11 filing.  It sold the inventory in the remaining three
stores in bankruptcy court-sanctioned going-out-of-business sales
ran by Great American Group.  The agreement calls for Great
American to receive a fee of 5% of gross inventory sales and 25%
of fixtures.


PENN TREATY: Harvey Eisen Discloses 1.5% Equity Stake
-----------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Harvey P. Eisen and his affiliates disclosed
that, as of Dec. 31, 2011, they beneficially own 338,400 shares of
common stock of Penn Treaty American Corporation representing 1.5%
of the shares outstanding.  A full-text copy of the filing is
available for free at http://is.gd/5cPJM0

                    About Penn Treaty American

Penn Treaty American Corporation -- https://www.penntreaty.com/ --
through its wholly owned direct and indirect subsidiaries, Penn
Treaty Network America Insurance Company, American Network
Insurance Company, American Independent Network Insurance Company
of New York, Network Insurance Senior Health Division and Senior
Financial Consultants Company, is engaged in the underwriting,
marketing and sale of individual and group accident and health
insurance products, principally covering long term nursing home
and home health care.

On October 2, 2009, the Insurance Commissioner of the Commonwealth
of Pennsylvania filed in the Commonwealth Court of Pennsylvania
Petitions for Liquidation for PTNA and American Network Insurance
Company.  PTNA is a direct insurance company subsidiary of Penn
Treaty American Corporation, and ANIC is a subsidiary of PTNA.


PETTINGILL ENTERPRISES: Case Summary & Creditors List
-----------------------------------------------------
Debtor: Pettingill Enterprises, Inc.
          dba Mountainair Gravel Products
              Mountainair Gravel Products, LLC
        P.O. Box 963
        Mountainair, NM 87036

Bankruptcy Case No.: 12-10515

Chapter 11 Petition Date: February 14, 2012

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

Judge: James S. Starzynski

Debtor's Counsel: Arin Elizabeth Berkson, Esq.
                  MOORE, BERKSON & GANDARILLA, P.C.
                  P.O. Box 7459
                  Albuquerque, NM 87194
                  Tel: (505) 242-1218
                  Fax: (505) 242-2836
                  E-mail: mbglaw@swcp.com

                         - and ?

                  George M. Moore, Esq.
                  MOORE, BERKSON & GANDARILLA, P.C.
                  P.O. Box 7459
                  Albuquerque, NM 87194
                  Tel: (505) 242-1218
                  Fax: (505) 242-2836
                  E-mail: mbglaw@swcp.com

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

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

The Company's list of its 18 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/nmb12-10515.pdf

The petition was signed by David Ross Pettingill, Sr., president.


PLUM TV: Auction Scheduled for March 1 in New York
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Plum TV Inc. was authorized by the bankruptcy judge
early this month to hold an auction on March 1 to determine if
there's a better offer than a proposal to sell the business for $1
million cash and the assumption of $14 million in liability on
secured notes.  A hearing to approve the sale will take place
March 7. Unless outbid, the purchaser will be a company formed by
Terry Mackin, president of ForesightLab, and Bill Apfelbaum,
chairman of Media Ventures Group.

Plum TV, Inc., is the owner of the Plum Network of local cable TV
channels serving upscale and resort markets such as Martha's
Vineyard and the Hamptons.

Plum TV, Inc. fdba Plum TV LLC, filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-10017) on Jan. 3, 2011, in Manhattan.
Adam L. Rosen, Esq., at Silverman Acampora LLP, in Jericho, New
York, serves as counsel to the Debtor.  The Debtor estimated up to
$10 million in assets and up to $50 million in liabilities as of
Chapter 11 filing.


PLY GEM: S&P Affirms 'B-' Corporate Credit Rating
-------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Cary,
N.C.-based Ply Gem Industries Inc. (Ply Gem) to stable from
positive. "At the same time, we affirmed our ratings on Ply Gem,
including the 'B-' corporate credit rating," S&P said.

"In addition, we affirmed our 'B-' rating on the company's senior
secured notes due 2018, which are being increased by $40 million
to $840 million via a supplemental offering pursuant to the
company's indenture dated Feb. 11, 2011. The recovery rating on
the notes is '4', indicating our expectation of average (30% to
50%) recovery in the event of a payment default," S&P said.

"The revision of the outlook on Ply Gem reflects our expectation
that credit measures will improve only modestly over the next 12
months, in line with our forecast for single-digit growth in U.S.
residential and nonresidential construction spending," said
Standard & Poor's credit analyst Thomas Nadramia. "As a result, we
expect total leverage (adjusted for operating leases and post-
retirement benefits) will remain above 7.5x and funds from
operations (FFO) to total debt will remain below 5% during this
period. We had previously expected that leverage could improve to
less that 7.5x by the end of 2011, based on expectations for a
quicker improvement in housing starts and repair and remodeling
activity. However, the recovery in U.S. residential construction
and remodeling markets has been slower to materialize. While we
expect modest improvement in housing starts and repair and
remodeling activity in 2012, which should result in some
improvement in Ply Gem's credit measures over the next year, we
expect its financial risk to continue to be 'highly leveraged' (as
our criteria define the term) and more consistent with the
current 'B-' rating."

"The ratings on Ply Gem reflect our expectation that the company
will maintain its highly leveraged financial risk profile and
'weak' business risk profile. Its high debt levels, modest free
cash flow, participation in highly cyclical residential
construction markets, intense competition in the fragmented
windows market, and exposure to volatile raw material costs
support our assessment. In particular, resin and aluminum costs
can temporarily lower operating margins until pricing can recover
increased costs," S&P said.

"The rating and outlook also reflect our view that Ply Gem will
maintain its adequate liquidity, despite high debt of
approximately $1.1 billion (adjusted for operating leases and
post-retirement obligations), because of a somewhat favorable debt
maturity profile with its nearest debt maturity not until July
2014, when its $150 million of senior subordinated notes come due.
The company's existing $212.5 million asset based revolving credit
facility, currently due in 2016, will also accelerate in maturity
to 2014 if the senior subordinated notes are not refinanced or
repaid," S&P said.

"The stable outlook reflects our expectation for gradual, but
steady, improvement in demand for most of Ply Gem's products in
2012 that would lead to some growth in EBITDA in 2012, resulting
in improved credit measures more in line with the current rating
(leverage of about 7.5x) while maintaining adequate liquidity,"
S&P said.

"We would lower our rating if housing and repair activity are
reduced from current levels, causing EBITDA to fall below $100
million or if liquidity became constrained. This could occur, in
our view, in the event of a double-dip recession or large
increases in commodity costs," S&P said.

"We would raise our rating if housing and remodeling activity
recover more quickly than expected in 2012, causing leverage to
fall and be sustained below 7x," S&P said.

"Under our operating assumptions, this could occur if, Ply Gem's
sales improve by about 15%, and the company can maintain operating
margins in the face of inflated raw material costs or increased
competition," S&P said.


POWERHOUSE ALEXANDRIA: Case Summary & 6 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Powerhouse Alexandria, Inc.
        3115 Golansky Blvd.
        Woodbridge, VA 22192

Bankruptcy Case No.: 12-10939

Chapter 11 Petition Date: February 14, 2012

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Debtor's Counsel: Katherine Martell, Esq.
                  VIENNA LAW GROUP PC
                  10615 Judicial Drive, Suite 101
                  Fairfax, VA 22030
                  Tel: (703) 385-6868
                  E-mail: kmartell@viennalawgroup.com

Scheduled Assets: $66,100

Scheduled Liabilities: $1,464,961

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/vaeb12-10939.pdf

The petition was signed by Mario Pieri, vice president.


PURE BEAUTY SALONS: Sells Business for $18-Mil. Debt
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pure Beauty Salons & Boutiques Inc. won court
approval to sell the business in exchange for debt under a
contract largely worked out prepetition.  Regis Corp., the former
owner, and an affiliate of a Luborsky family trust are buying the
business in exchange for $18 million in debt held by Regis and the
assumption of specified liabilities.  The two prospective buyers
were involved in the prior Chapter 11 sale.

Mr. Rochelle relates that the creditors' committee won several
concessions.  The Luborsky trust must contribute $500,000 in
working capital and agree that two family members won't receive
salary until cash flow exceeds $5 million.  The buyer agreed in
substance not to sue any creditors and assured the committee's
professionals they will be paid.

                         About Pure Beauty

Pure Beauty Salons & Boutiques, Inc., and its affiliated company
BeautyFirst Franchise Corp., operate a chain of hair care and
beauty supply stores under the trade names Trade Secret, Beauty
Express, BeautyFirst, PureBeauty, and Winston's Barber Shop.  Pure
Beauty Salons & Boutiques, Inc. operates and/or owns 436 stores
and BeautyFirst Franchise Corp. has agreements with 13 franchisees
that operate 22 BeautyFirst and 7 Trade Secret Stores.

Pure Beauty Salons & Boutiques, Inc., is back in Chapter 11 after
having been sold out of Chapter 11 last year.  The prior case was
dismissed after the sale was completed.  The previous case was In
re Trade Secret Inc., 10-12153, in the same court.

Pure Beauty Salons filed for bankruptcy (Bankr. D. Del. Case No.
11-13159) on Oct. 4, 2011.  Affiliate BeautyFirst Franchise Corp.
filed a separate petition (Bankr. D. Del. Case No. 11-13160).
Joseph M. Barry, Esq., Kenneth J. Enos, Esq., and Ryan M. Bartley,
Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the
Debtors' counsel.  The Debtors' investment banker is SSG Capital
Advisors' J. Scott Victor -- jsvictor@ssgca.com  The Debtors'
notice, claims solicitation, and balloting agent is Epiq
Bankruptcy Solutions.

In its schedules, Pure Beauty Salons disclosed $36,444,963 in
assets and $55,215,590 in liabilities as of the Petition Date.
In its schedules, BeautyFirst Franchise disclosed $1,716,985 in
assets and $36,761,086 in liabilities as of the Petition Date.

The Debtors owe $15 million to vendors and landlords.  The
petition was signed by Brian Luborsky, chief executive officer.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Pure Beauty Salons.  Attorneys at Pachulski
Stang Ziehl & Jones LLP represent the Committee.  LM+Co serves as
their financial advisor.

Secured lender Regis Corp. is represented in the case by Michael
L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey
P.A., and Kathleen M. Miller, Esq., at Smith Katzenstein & Furlow
LLP.


QUALITY DISTRIBUTION: FMR LLC Discloses 8% Equity Stake
-------------------------------------------------------
FMR LLC and Edward C. Johnson 3d disclosed in an amended Schedule
13G filed with the U.S. Securities and Exchange Commission on
Feb. 13, 2012, that they beneficially own 1,929,646 shares of
common stock of Quality Distribution Inc representing 8.082% of
the shares outstanding.  A full-text copy of the amended filing is
available for free at http://is.gd/2dvmf8

                    About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30% of the common stock of
Quality Distribution, Inc.

The Company's balance sheet at Sept. 30, 2011, showed $304.31
million in total assets, $410.18 million in total liabilities and
a $105.87 million total shareholders' deficit.

                          *     *     *

As reported by the Troubled Company Reporter on Feb. 18, 2011,
Moody's Investors Service said the $38 million public offering of
4 million shares of Quality Distribution's common stock on Feb. 9,
2011, does not affect Quality's 'Caa1' corporate family and
probability of default ratings with a positive outlook.  However,
Moody's notes that the intended debt reduction at par from $17.5
million of the proceeds would be viewed favorably.

In the Nov. 8, 2010 edition of the TCR, Standard & Poor's Ratings
Services said that it has raised its corporate credit ratings on
U.S.-based Quality Distribution Inc. to 'B' from 'B-'.  S&P also
removed the ratings from CreditWatch, where S&P had placed them
with positive implications on Oct. 28, 2010, following the launch
of the bond offering.  The outlook is stable.

"The rating action reflects the improvement in Quality
Distribution's financial profile after completing its
refinancing," said Standard & Poor's credit analyst Anita Ogbara.
"Following the transaction, S&P expects Quality Distribution to
benefit from lower interest expense, improved cash flow adequacy,
and a substantial reduction in debt maturities over the next few
years."


QUALITY HOME: S&P Affirms 'CCC' Corporate; Outlook Now Developing
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC' corporate
credit rating on Skokie, Ill.-based Quality Home Brands Holdings
LLC (QHB) and revised the outlook to developing from negative.

"At the same time, we affirmed our 'B-' rating on QHB's $20
million first-out revolving credit facility. The recovery rating
remains a '1', indicating our expectation of a very high (90%-
100%) recovery in the event of a payment default," S&P said.

"We also affirmed our 'CC' ratings on QHB's other first-lien
facilities -- a $125.6 million cash-pay term loan and a $105.9
million payment-in-kind (PIK) term loan, each due in 2014. The
recovery ratings remain '6', indicating our expectation of
negligible (0%-10%) recovery in the event of a payment default.
The total reported debt outstanding as of Dec. 30, 2011, was about
$268 million," S&P said.

"The outlook revision to developing, along with the rating
affirmation, means we could raise or lower our ratings on QHB,"
said Standard & Poor's credit analyst Stephanie Harter, "depending
on the company's ability to improve its operating performance and
sustain its improved covenant cushion despite the ongoing weak
U.S. residential market." "We would consider an upgrade if QHB
generates sufficient EBITDA to sustain its improved covenant
cushion and maintain a manageable liquidity position, with
sufficient cash balances and revolver availability. We believe
this would occur if QHB, after cost-cutting in the last 12 months,
can slightly improve its current EBITDA margin," S&P said.

"However," added Ms. Harter, "if the company can't meet its
projected EBITDA improvement over the next few quarters, there
could still be very thin covenant cushion despite the covenant
relief provided by the January credit agreement amendment." "For
QHB to remain compliant on its total leverage covenant, which will
become effective in the third quarter of 2012, we estimate
adjusted bank EBITDA would need to improve by about 25% from Sept.
30, 2011 levels (assuming debt levels remain constant). We note
that one of the company's term loans have a PIK feature through
the first half of 2012 that accretes at a faster rate than annual
amortization, which makes the total leverage ratio the most
restrictive of its covenant tests. This, along with QHB's
convertible preferred stock, creates a growing liability on QHB's
balance sheet."

"The outlook is developing. Although the company received some
covenant relief from an amendment completed in January 2012, we
believe covenant cushion could be thin beginning in the third
quarter of 2012 if the company does not meet its internal
projections. We would consider a lower rating if QHB is unable to
improve and sustain cushion on its leverage covenant or if the
company cannot comply with the covenants. We believe this could
occur if EBITDA and debt levels remain unchanged from year-end
2011," S&P said.

"Alternatively, we could raise the rating if the housing market
strengthens and QHB's sales and profits improve, which results in
the company being able to achieve and maintain adequate liquidity
and sustainable covenant cushion of at least 15%. We believe this
could occur if EBITDA were to increase about 25% over adjusted
EBITDA for the 12 months ended Sept. 30, 2011 (assuming debt
levels remain constant)," S&P said.


QUANTUM CORP: FMR LLC Discloses 8.4% Equity Stake
-------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission on Feb. 13, 2012, FMR LLC and Edward C.
Johnson 3d disclosed that they beneficially own 19,702,752 shares
of common stock of Quantum Corporation representing 8.431% of the
shares outstanding.  A full-text copy of the filing is available
for free at http://is.gd/4j4uVS

                         About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

The Company's balance sheet at Dec. 31, 2011, showed $415.19
million in total assets, $456.93 million in total liabilities and
a $41.73 million total stockholders' deficit.

                         *     *     *

In January 2011, Moody's Investors Service upgraded Quantum
Corporation's Corporate Family and Probability of Default ratings
to B2 from B3 and revised the ratings on the senior secured debt
obligations to Ba3 from B1.  The rating outlook is positive.  The
upgrade of the CFR to B2 reflects Quantum's improved operating
performance, which stems from strong customer adoption and growth
of its higher margin branded disk-based systems and software
products, which Moody's expects to continue in FY12.

In March 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on storage manufacturer Quantum Corp. to
'B' from 'B-'.  The outlook is stable.  "The upgrade reflects that
the company has posted four sequential quarters of sustained
EBITDA generation, despite ongoing declines in its core tape
business and the absence of an EMC licensing arrangement," said
Standard & Poor's credit analyst Lucy Patricola.  In addition,
debt/EBITDA has been stable for the last four quarters at about 4x
and reduced from 2009 levels, primarily reflecting application of
free cash flow to debt reduction.


QUANTUM CORP: Private Capital Discloses 8.3% Equity Stake
---------------------------------------------------------
Private Capital Management, L.P., disclosed in an amended Schedule
13G filed with the U.S. Securities and Exchange Commission that,
as of Dec. 31, 2011, it beneficially owns 19,405,928 shares of
common stock of Quantum Corp. representing 8.3% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/Ximcw5

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

The Company's balance sheet at Dec. 31, 2011, showed $415.19
million in total assets, $456.93 million in total liabilities and
a $41.73 million total stockholders' deficit.

                           *     *     *

In January 2011, Moody's Investors Service upgraded Quantum
Corporation's Corporate Family and Probability of Default ratings
to B2 from B3 and revised the ratings on the senior secured debt
obligations to Ba3 from B1.  The rating outlook is positive.  The
upgrade of the CFR to B2 reflects Quantum's improved operating
performance, which stems from strong customer adoption and growth
of its higher margin branded disk-based systems and software
products, which Moody's expects to continue in FY12.

In March 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on storage manufacturer Quantum Corp. to
'B' from 'B-'.  The outlook is stable.  "The upgrade reflects that
the company has posted four sequential quarters of sustained
EBITDA generation, despite ongoing declines in its core tape
business and the absence of an EMC licensing arrangement," said
Standard & Poor's credit analyst Lucy Patricola.  In addition,
debt/EBITDA has been stable for the last four quarters at about 4x
and reduced from 2009 levels, primarily reflecting application of
free cash flow to debt reduction.


QUANTUM CORP: Wellington Management Holds 6.6% Equity Stake
-----------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Wellington Management Company, LLP, disclosed that, as
of Dec. 31, 2011, it beneficially owns 15,569,123 shares of common
stock of Quantum Corporation representing 6.66% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/Cjyifr

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

The Company's balance sheet at Dec. 31, 2011, showed $415.19
million in total assets, $456.93 million in total liabilities and
a $41.73 million total stockholders' deficit.

                           *     *     *

In January 2011, Moody's Investors Service upgraded Quantum
Corporation's Corporate Family and Probability of Default ratings
to B2 from B3 and revised the ratings on the senior secured debt
obligations to Ba3 from B1.  The rating outlook is positive.  The
upgrade of the CFR to B2 reflects Quantum's improved operating
performance, which stems from strong customer adoption and growth
of its higher margin branded disk-based systems and software
products, which Moody's expects to continue in FY12.

In March 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on storage manufacturer Quantum Corp. to
'B' from 'B-'.  The outlook is stable.  "The upgrade reflects that
the company has posted four sequential quarters of sustained
EBITDA generation, despite ongoing declines in its core tape
business and the absence of an EMC licensing arrangement," said
Standard & Poor's credit analyst Lucy Patricola.  In addition,
debt/EBITDA has been stable for the last four quarters at about 4x
and reduced from 2009 levels, primarily reflecting application of
free cash flow to debt reduction.


R&S HORIZON: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: R&S Horizon, LLC
          fka Beltway View, LLC
        3140 S. Durango Drive, Suite 103
        Las Vegas, NV 89117

Bankruptcy Case No.: 12-11694

Chapter 11 Petition Date: February 15, 2012

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

Judge: Bruce A. Markell

Debtor's Counsel: Samuel A. Schwartz, Esq.
                  THE SCHWARTZ LAW FIRM, INC.
                  6623 Las Vegas Boulevard South, Suite 300
                  Las Vegas, NV 89119
                  Tel: (702) 385-5544
                  Fax: (702) 385-2741
                  E-mail: sam@schwartzlawyers.com

Scheduled Assets: $0

Scheduled Liabilities: $8,669,956

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
R&S St. Rose Lenders, LLC             11-14973            04/04/11
R&S St. Rose, LLC                     11-14974            04/04/11
R&S Tropical, LLC                     12-11698            02/15/12
  Assets: $0
  Liabilities: $6,234,791

R&S Horizon, LLC's list of its four largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nvb12-11694.pdf

R&S Tropical, LLC's list of its three largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nvb12-11698.pdf

The petitions were signed by Saiid Forouzan Rad, president of
Forouzan, Inc., managing member.


RADIO ONE: Dimensional Fund Discloses 8.2% Equity Stake
-------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Dimensional Fund Advisors LP disclosed that,
as of Dec. 31, 2011, it beneficially owns 3,441,202 shares of
common stock of Radio One Inc. representing 8.21% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/dciAde

                          About Radio One

Based in Washington, Radio One, Inc. (Nasdaq:  ROIAK and ROIA) --
http://www.radio-one.com/-- is a diversified media company that
primarily targets African-American and urban consumers.  The
Company is one of the nation's largest radio broadcasting
companies, currently owning 53 broadcast stations located in 16
urban markets in the United States.   Radio One operates
syndicated programming including the Russ Parr Morning Show, the
Yolanda Adams Morning Show, the Rickey Smiley Morning Show, CoCo
Brother Live, CoCo Brother's 'spirit" program, Bishop T.D. Jakes'
"Empowering Moments", the Reverend Al Sharpton Show, and the
Warren Ballentine Show.

The Company also owns a controlling interest in Reach Media, Inc.
-- http://www.blackamericaweb.com/-- owner of the Tom Joyner
Morning Show and other businesses associated with Tom Joyner.
Radio One owns Interactive One -- http://www.interactiveone.com/
-- an online platform serving the African-American community
through social content, news, information, and entertainment,
which operates a number of branded sites, including News One,
UrbanDaily, HelloBeautiful, Community Connect Inc. --
http://www.communityconnect.com/-- an online social networking
company, which operates a number of branded Web sites, including
BlackPlanet, MiGente, and Asian Avenue and an interest in TV One,
LLC -- http://www.tvoneonline.com/-- a cable/satellite network
programming primarily to African-Americans.

In its report dated Aug. 23, 2010, for the Company's fiscal 2009
financial statements, Ernst & Young LLP expressed substantial
doubt as to the Company's ability to continue as a going concern,
given certain covenant violations under the Company's loan
agreements which could have resulted in significant portions of
the Company's outstanding debt becoming callable by the Company's
lenders.  The Company noted that these violations were cured as a
part of certain refinancing transactions more fully described in
our Current Report on Form 8-K filed, Dec. 1, 2010.  Having cured
these violations, the Company's audited financial statements for
2010 have been prepared assuming that it will continue as a going
concern.

The Company reported a net loss of $26.62 million on
$279.90 million of net revenue for the year ended Dec. 31, 2010,
compared with a net loss of $48.55 million on $272.09 million of
net revenue during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.52 billion in total assets, $1.06 billion in total liabilities,
$29.71 million in redeemable noncontrolling interests, and
$421.79 million in total equity.

                          *     *     *

In the Dec. 10, 2010 edition of the TCR, Moody's confirmed the
Caa1 rating for Radio One, Inc.'s Corporate Family Rating and
confirmed its Caa2/LD Probability of Default Rating.  According to
Moody's, the Caa1 corporate family rating will reflect Radio One's
high pro forma debt-to-EBITDA leverage of approximately 8.0x
(incorporating Moody's standard adjustments) mitigated by improved
operating performance due to expected political advertising gains
in 4Q10 followed by double digit EBITDA gains in 1Q11 compared to
a weak 1Q10.  Despite expected growth in EBITDA and improving
debt-to-EBITDA leverage ratios, reported debt balances will remain
flat at approximately $655 million for the next 12 months due to
the anticipated funding of the TV One capital call as well as the
potential accretion of the PIK portion of the new 12.5%/15%
subordinated notes due 2016.

As reported by the Troubled Company Reporter on March 11, 2011,
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on U.S. radio broadcaster Radio One Inc.
to 'B-' from 'CCC+'.  The rating outlook is stable.  "The 'B-'
rating and stable outlook reflect S&P's view that the
proposed transaction will improve Radio One's financial
flexibility by eliminating near-term refinancing risk and
increasing headroom under financial covenants," said Standard &
Poor's credit analyst Michael Altberg.  "Going forward, S&P
believes the company's increased ownership in TV One LLC, a
growing African American-targeted cable TV network, provides
additional diversity to Radio One's business profile and access to
a more stable revenue stream."


RADIO ONE: Bluemountain Discloses 8.2% Equity Stake
---------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Bluemountain Capital Management, LLC, disclosed that,
as of Dec. 31, 2011, it beneficially owns 3,432,059 shares of
Class D common stock of Radio One, Inc., representing 8.2% of the
shares outstanding.  A full-text copy of the filing is available
for free at http://is.gd/8qzDy3

                          About Radio One

Based in Washington, Radio One, Inc. (Nasdaq:  ROIAK and ROIA) --
http://www.radio-one.com/-- is a diversified media company that
primarily targets African-American and urban consumers.  The
Company is one of the nation's largest radio broadcasting
companies, currently owning 53 broadcast stations located in 16
urban markets in the United States.   Radio One operates
syndicated programming including the Russ Parr Morning Show, the
Yolanda Adams Morning Show, the Rickey Smiley Morning Show, CoCo
Brother Live, CoCo Brother's 'spirit" program, Bishop T.D. Jakes'
"Empowering Moments", the Reverend Al Sharpton Show, and the
Warren Ballentine Show.

The Company also owns a controlling interest in Reach Media, Inc.
-- http://www.blackamericaweb.com/-- owner of the Tom Joyner
Morning Show and other businesses associated with Tom Joyner.
Radio One owns Interactive One -- http://www.interactiveone.com/
-- an online platform serving the African-American community
through social content, news, information, and entertainment,
which operates a number of branded sites, including News One,
UrbanDaily, HelloBeautiful, Community Connect Inc. --
http://www.communityconnect.com/-- an online social networking
company, which operates a number of branded Web sites, including
BlackPlanet, MiGente, and Asian Avenue and an interest in TV One,
LLC -- http://www.tvoneonline.com/-- a cable/satellite network
programming primarily to African-Americans.

In its report dated Aug. 23, 2010, for the Company's fiscal 2009
financial statements, Ernst & Young LLP expressed substantial
doubt as to the Company's ability to continue as a going concern,
given certain covenant violations under the Company's loan
agreements which could have resulted in significant portions of
the Company's outstanding debt becoming callable by the Company's
lenders.  The Company noted that these violations were cured as a
part of certain refinancing transactions more fully described in
our Current Report on Form 8-K filed, Dec. 1, 2010.  Having cured
these violations, the Company's audited financial statements for
2010 have been prepared assuming that it will continue as a going
concern.

The Company reported a net loss of $26.62 million on
$279.90 million of net revenue for the year ended Dec. 31, 2010,
compared with a net loss of $48.55 million on $272.09 million of
net revenue during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.52 billion in total assets, $1.06 billion in total liabilities,
$29.71 million in redeemable noncontrolling interests, and
$421.79 million in total equity.

                          *     *     *

In the Dec. 10, 2010 edition of the TCR, Moody's confirmed the
Caa1 rating for Radio One, Inc.'s Corporate Family Rating and
confirmed its Caa2/LD Probability of Default Rating.  According to
Moody's, the Caa1 corporate family rating will reflect Radio One's
high pro forma debt-to-EBITDA leverage of approximately 8.0x
(incorporating Moody's standard adjustments) mitigated by improved
operating performance due to expected political advertising gains
in 4Q10 followed by double digit EBITDA gains in 1Q11 compared to
a weak 1Q10.  Despite expected growth in EBITDA and improving
debt-to-EBITDA leverage ratios, reported debt balances will remain
flat at approximately $655 million for the next 12 months due to
the anticipated funding of the TV One capital call as well as the
potential accretion of the PIK portion of the new 12.5%/15%
subordinated notes due 2016.

As reported by the Troubled Company Reporter on March 11, 2011,
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on U.S. radio broadcaster Radio One Inc.
to 'B-' from 'CCC+'.  The rating outlook is stable.  "The 'B-'
rating and stable outlook reflect S&P's view that the
proposed transaction will improve Radio One's financial
flexibility by eliminating near-term refinancing risk and
increasing headroom under financial covenants," said Standard &
Poor's credit analyst Michael Altberg.  "Going forward, S&P
believes the company's increased ownership in TV One LLC, a
growing African American-targeted cable TV network, provides
additional diversity to Radio One's business profile and access to
a more stable revenue stream."


RAILAMERICA INC: S&P Rates $585-Million Term Loan B at 'BB+'
------------------------------------------------------------
Standard & Poor's Ratings Services  assigned its 'BB+' issue
rating to Jacksonville, Fla.-based RailAmerica Inc.'s proposed new
seven-year, $585 million term loan B. "We assigned a '1' recovery
rating to the term loan to reflect our expectation that lenders
would receive very high recovery (90%-100%) in a payment default
scenario," S&P said.

"RailAmerica will use proceeds from the loan to retire existing
debt, including up to $444 million of senior notes," S&P said.

"RailAmerica's ratings reflect the company's 'aggressive'
financial risk profile, capital intensity, and strategy of growth
through acquisitions. The company's position as the largest short-
line railroad company in the U.S. and its participation in the
relatively stable North American freight railroad industry support
our evaluation of its business risk profile as 'fair' under our
criteria. Fortress Investment Group LLC acquired RailAmerica in
February 2007. The company subsequently completed an IPO in
October 2009. However, Fortress retains a controlling interest in
the company and owns approximately 60% of the outstanding shares,"
S&P said.

"We expect RailAmerica to benefit from fairly stable freight
volumes and modest pricing improvements over the coming year.
However, a material improvement in credit metrics is unlikely,
given the company's ongoing acquisition strategy. On Feb. 1, 2012,
the company announced its plans to acquire Marquette Rail LLC
for about $40 million and a 70% interest in the Wellsboro and
Corning Railroad and to acquire Industrial Waste Group LLC for
about $18 million," S&P said.

Ratings List
RailAmerica Inc.
Corporate credit rating             BB-/Stable/--

Ratings Assigned
Senior secured
  $585 mil. term loan B due 2019     BB+
  Recovery rating                    1


RAILWORKS CORP: Settles Claims Filed by Indiana Revenue Dept
------------------------------------------------------------
Bankruptcy Judge Duncan W. Keir signed off on a Stipulation and
Consent Order between Railworks Corporation and its debtor-
affiliates and the Indiana Department of Revenue resolving nine
proofs of claim filed by the IDR in the Debtors' cases.

The IDR filed a proof of claim against Midwest Construction
Services, Inc., for $12,412 for sales taxes allegedly owed by
Midwest to the IDR.  Claim No. 2532 was amended by Claim No. 3329.
Claim No. 3329 was paid by the Debtors on May 15, 2009.

The IDR filed a proof of claim against Railworks Wood Products,
Inc., for $242.69 for taxes allegedly owed by Wood Products to the
IDR.  Claim No. 2535 was paid by the Debtors on July 5, 2005.

The IDR filed a proof of claim against RailWorks Track Systems,
Inc., for $463.08 for corporate income taxes allegedly owed by
Track Systems to the IDR.  Claim No. 2536 was amended by proof of
claim number 3331, which was paid by the Debtors on May 11, 2004.

The IDR filed a proof of claim against Annex Railroad Builders for
$44,920.08 for corporate income taxes allegedly owed by Annex.
Claim No. 2537 was paid by the Debtors on April 27, 2006.

The IDR filed a proof of claim against LK Comstock Company for
$524.25 for corporate income and withholding taxes allegedly owed
by Comstock.  Claim No. 2538 was amended by proof of claim number
3332, which was paid by the Debtors on May 11, 2004.

The IDR filed a proof of claim against Annex for $102,298.38 for
corporate income and sales taxes allegedly owed by Annex to the
IDR.  Claim No. 3330 was paid by the Debtors.

On Oct. 30, 2003, the Debtors filed their Amended Fourth Omnibus
Objection to Allowance of Certain Claims which included an
objection to Claim Nos. 2532, 2535, 2536, 2537, 2538, 3329, 3330,
3331 and 3332 on the grounds that the Claims were either
overstated or paid, and should be reduced or disallowed in full.

The Debtors and the IDR have agreed that Claim Nos. 2532, 2536 and
2538 should be disallowed in full.  The Debtors and the IDR have
agreed that Claim Nos. 2535, 2537, 3329, 3330, 3331 and 3332 were
paid by the Debtors and should be expunged from the Claims
Registry on the basis of Debtors' payment.

A copy of the Court's Feb. 15, 2012 Stipulation and Consent Order
is available at http://is.gd/XzuAjqfrom Leagle.com.

Founded in 1998, RailWorks Corporation -- http://www.railworks.com
-- provides reliable construction, maintenance, and material
solutions for the rail and rail-transit industries.  Baltimore-
based RailWorks Corp. and 22 of its affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Md. Case Nos. 01-64463 through
01-64485) on Sept. 21, 2001, Judge E. Stephen Derby presiding.
Whiteford, Taylor & Preston L.L.P., served as bankruptcy counsel.
In November 2002, RailWorks emerged from bankruptcy as a privately
held company.  It received approval of its reorganization plan
effective Oct. 1, 2002.


REDDY ICE: Harvey Partners Does Not Own Common Shares
-----------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Harvey Partners, LLC, disclosed that, as of
Dec. 31, 2011, it does not beneficially own any shares of common
stock of Reddy Ice Holdings, Inc.  A full-text copy of the filing
is available for free at http://is.gd/v5DhzP

                         About Reddy Ice

Reddy Ice Holdings, Inc. is a manufacturer and distributor of
packaged ice in the United States.  With approximately 1,500 year-
round employees, the Company sells its products primarily under
the widely known Reddy Ice(R) brand to a variety of customers in
34 states and the District of Columbia.  The Company provides a
broad array of product offerings in the marketplace through
traditional direct store delivery, warehouse programs and its
proprietary technology, The Ice Factory(R).  Reddy Ice serves most
significant consumer packaged goods channels of distribution, as
well as restaurants, special entertainment events, commercial
users and the agricultural sector.

The Company also reported a net loss of $36.15 million on $273.57
million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $11.47 million on $260.20 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $460.94
million in total assets, $525.26 million in total liabilities and
a $64.32 million total stockholders' deficit.

                           *     *     *

Reddy Ice carries 'B-' issuer credit ratings, with "negative"
outlook, from Standard & Poor's.

As reported by the TCR on Nov. 8, 2011, Moody's Investors Service
lowered Reddy Ice Holdings, Inc.'s corporate family and
probability-of-default ratings to Caa1 from B3, and its $12
million senior discount notes due 2012 to Caa3 from Caa2. Moody's
also lowered the rating on Reddy Ice Corporation's $300 million
first lien senior secured notes due 2015 to B3 from B2 and the
$139 million second lien notes due 2015 to Caa3 from Caa2. The
ratings outlook remains negative.  The speculative grade liquidity
rating was affirmed at SGL-3.

The ratings downgrade reflects Moody's expectation that Reddy
Ice's operating performance is unlikely to materially improve over
the foreseeable future given the uncertain macro environment and
the competitive nature of the U.S. packaged ice industry.


REGAL ENTERTAINMENT: Ameriprise Discloses 5.6% Equity Stake
-----------------------------------------------------------
Ameriprise Financial, Inc., and Columbia Management Investment
Advisers, 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 7,314,691 shares of common stock of
Regal Entertainment Group representing 5.59% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/vqY3v9

                   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.


REGAL ENTERTAINMENT: ING Groep Holds 3.1% of Class A Shares
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, ING Groep N.V. disclosed that, as of Dec. 31,
2011, it beneficially owns 4,076,071 shares of Class A common
stock of Regal Entertainment Group representing 3.11% of the
shares outstanding.  A full-text copy of the filing is available
for free at http://is.gd/1gBEIs

                  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.


REICHHOLD INDUSTRIES: Cut by S&P to 'D' on Missed Payment
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Durham, N.C.-based Reichhold Industries Inc. to 'D' from
'CCC+'. "We also lowered the issue-level rating on the company's
senior unsecured notes to 'D' from 'CCC-'," S&P said.

"The downgrade reflects Reichhold's failure to pay the scheduled
interest on its $195 million senior unsecured notes which mature
on Aug. 15, 2014," said Standard & Poor's credit analyst Seamus
Ryan. The semiannual interest payment was due Feb. 15, 2012.
Reichhold has faced rising raw material costs and limited ability
to increase prices due to weak end-market demand.

"The company has announced that over 70% of the senior unsecured
noteholders have agreed in principle to exchange their notes for
the same principal amount (including capitalized deferred interest
payments) of senior secured notes due 2017, to be completed by
April 15, 2012. Under our criteria, because we do not expect the
exchange to be completed within a five-day grace period, we have
lowered Reichhold's corporate credit and issue-level ratings to
'D'," S&P said.

"We plan to update our ratings on Reichhold following the
completion of the proposed exchange offer," S&P said.


REID PARK: Has Access to WBCMT 2007's Cash Until April 6
--------------------------------------------------------
The Hon. Eileen W. Hollowell the U.S. Bankruptcy Court for the
District of Arizona, in a fourth interim order, authorized Reid
Park Properties LLC to use the cash collateral which WBCMT 2007-
C31 South Alvernon Way, LLC asserts an interest.

The lender consented to the Debtor's use of the cash collateral
until 5:00 p.m. on April 6, 2012.  The Debtor's cash collateral
use has a permitted 10% deviation of each line item.

As adequate protection from any diminution in value of the
lender's collateral, the lender is granted a continuing security
interest in and liens and mortgages upon all assets and property
of the Debtor and the estate, whether now existing or hereafter
acquired or arising, and all proceeds, rents, products or profits
thereof.

As additional adequate protection, the Debtor will make $70,833
payment to the lender.

                    About Reid Park Properties

Reid Park Properties LLC is the owner of the Doubletree Hotel
Tucson located in South Alernon Way in Tucson, Arizona.  The nine-
story property has 287 rooms. It was purchased for $31.8 million
in 2007 by an affiliate of Transwest Properties Inc.

Reid Park filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
11-15267) on May 26, 2011.  According to its bankruptcy petition,
Reid Park has $52 million in liabilities and $14 million in
assets.  The Law Offices of Eric Slocum Sparks, P.C., serves as
its legal counsel.

The U.S. Trustee Christopher Pattock said that an official
committee of unsecured creditors has not been appointed because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.


REPWEST INSURANCE: A.M. Best Downgrades FSR to 'B'
--------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B
(Fair) from B+ (Good) and issuer credit rating to "bb+" from "bbb-
" of Repwest Insurance Company (Repwest) (Phoenix, AZ).  Both
ratings have been placed under review with negative implications.
Repwest is a wholly owned subsidiary of AMERCO [NASDAQ: UHAL].

These actions are a result of the significant strengthening in the
fourth quarter of 2011 of Repwest's loss reserves related to its
discontinued excess workers' compensation line of business, which
substantially exceeded A.M. Best's expectations.  The reserve
action resulted in notable deterioration of Repwest's operating
results (which have been profitable in recent years) in 2011 and
generated a significant reduction in its reported policyholder
surplus at year-end 2011.

The negative implications reflect A.M. Best's concerns regarding
the scope of the reserve strengthening and Repwest's processes for
monitoring and managing its excess workers' compensation claims,
as well as the potential for deterioration in the company's
financial condition should additional actions be required to bring
the loss reserves to an adequate level.  The ratings will remain
under review pending A.M. Best's discussion with Repwest's
management regarding its loss reserve position and claims
practices.


RF YOUNGBLOOD: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: RF Youngblood Family LLC
        P.O. Box 398
        Atlantic Beach, NC 28512

Bankruptcy Case No.: 12-01187

Chapter 11 Petition Date: February 15, 2012

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

Debtor's Counsel: Richard D. Sparkman, Esq.
                  RICHARD D. SPARKMAN & ASSOC., P.A.
                  P.O. Drawer 1687
                  Angier, NC 27501
                  Tel: (919) 639-6181
                  E-mail: rds@sparkmanlaw.com

Scheduled Assets: $830,240

Scheduled Liabilities: $1,153,395

Affiliate that simultaneously filed Chapter 11 petition:

   Debtor                                     Case No.
   ------                                     --------
Robert F. Youngblood Construction Company     12-01188
  Scheduled Assets: $5,552,159
  Scheduled Liabilities: $2,017,745

A list of RF Youngblood Family's three largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nceb12-01187.pdf

A list of Robert F. Youngblood's 13 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nceb12-01188.pdf

The petitions were signed by Jeanette A. Youngblood,
member/manager.




RITE AID: Offers to Purchase $459 Million of 8.625% Senior Notes
----------------------------------------------------------------
Rite Aid Corporation has commenced a cash tender offer to purchase
any and all of its outstanding $459.0 million aggregate principal
amount of 8.625% Senior Notes due 2015.

As part of the Tender Offer, Rite Aid is soliciting consents from
the holders of the Notes for certain proposed amendments that
would eliminate or modify certain covenants and events of default
and other provisions contained in the indenture governing the
Notes.  Holders who tender their Notes will be deemed to consent
to the proposed amendments and holders may not deliver consents to
the proposed amendments without tendering their Notes in the
Tender Offer.  The Tender Offer and Consent Solicitation are being
made pursuant to the Offer to Purchase and Consent Solicitation
Statement, dated Feb. 14, 2012, and a related Consent and Letter
of Transmittal.

The Tender Offer will expire at midnight, Eastern Time, on
March 13, 2012, unless the Tender Offer is extended or earlier
terminated.  Under the terms of the Tender Offer, holders of the
Notes who validly tender and do not withdraw their Notes prior to
midnight, Eastern Time, on Feb. 24, 2012, and whose notes are
accepted for purchase, will receive the "Total Consideration,"
which is equal to (i) $996.25 per $1,000.00 in principal amount of
Notes validly tendered plus (ii) a consent payment of $30.00 per
$1,000.00 in principal amount of the Notes validly tendered.
Holders of Notes who validly tender their Notes after the Consent
Payment Date but on or before the Expiration Date, and whose notes
are accepted for purchase, will receive only the Tender Offer
Consideration.

Rite Aid expects to call for redemption any 8.625% senior notes
due 2015 not tendered in the Tender Offer and Consent
Solicitation.

Requests for documents relating to the Tender Offer and Consent
Solicitation may be directed to Global Bondholder Services Corp.,
the Information Agent, at (866)-470-4300 or (212) 430-3774 (banks
and brokers).  Citigroup will act as Dealer Manager for the Tender
Offer and Consent Solicitation. Questions regarding the Tender
Offer and Consent Solicitation may be directed to Citigroup at
(800) 558-3745 (toll free) or (212) 723-6106 (collect).

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

                        http://is.gd/oOBEhT

                        About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, has
more than 4,700 stores in 31 states and the District of Columbia
and fiscal 2010 annual revenues of $25.7 billion.

For the 39-week period ended Nov. 26, 2011, the Company reported a
net loss of $207.32 million on $18.97 billion of revenue, compared
with a net loss of $349.73 million on $18.75 billion of revenue
for the 39-week period ended Nov. 27, 2010.

The Company's balance sheet at Nov. 26, 2011, showed $7.55 billion
in total assets, $9.96 billion in total liabilities and a $2.40
billion total stockholders' deficit.

                           *     *     *

Rite Aid carries 'Caa2' probability of default and corporate
family ratings from Moody's Investors Service.  It has a 'B-'
corporate credit rating from Standard & Poor's Ratings Services.

The TCR reported on Feb. 21, 2011 that Standard & Poor's Ratings
Services said that it assigned its 'B+' issue rating and '1'
recovery rating to Rite Aid Corp.'s proposed $343 million senior
secured term loan tranche 5 due 2018.  The '1' recovery rating
indicates S&P's expectation for very high (90%-100%) recovery in
the event of a payment default.  According to the company, it will
use the proceeds to repay about $321 million in borrowings under
its tranche 3 term loan due 2014.

"The ratings reflect the difficulties Rite Aid faces in improving
its well-below-average operating performance relative to its
peers, especially amid intense industry competition," said
Standard & Poor's credit analyst Ana Lai.  They also reflect the
company's significant debt burden and thin cash flow protection
measures.

As reported by the Troubled Company Reporter on Feb. 22, 2011,
Moody's assigned a B3 rating to Rite Aid Corp.'s proposed $343
million Tranche 5 senior secured first lien term loan due 2018.
All other ratings including its Caa2 Corporate Family Rating, Caa2
Probability of Default Rating, and SGL-3 Speculative Grade
Liquidity rating were affirmed.  The rating outlook is stable.
The proceeds will be used to repay the $343 million (including
$21.2 original issue discount) Tranche 3 term loan due 2014.
Following the repayment, the Tranche 3 term loan will be retired
and its B3 rating withdrawn.


RITE AID: Plans to Offer $481 Million Series of New Senior Notes
----------------------------------------------------------------
Rite Aid Corporation intends to offer $481.0 million aggregate
principal amount of a new series of senior notes due 2020.  The
Notes will be unsecured, unsubordinated obligations of Rite Aid
Corporation and will be guaranteed by substantially all of Rite
Aid's subsidiaries.

The offering is expected to close on Feb. 27, 2012, subject to
customary closing conditions.

Rite Aid intends to use the net proceeds of the offering to pay
the consideration, accrued and unpaid interest and related fees
and expenses in connection with its previously announced tender
offer for any and all of its outstanding 8.625% senior notes due
2015 and related consent solicitation.  Rite Aid expects to call
for redemption any 8.625% senior notes due 2015 not tendered in
the tender offer.  Rite Aid's results of operations, including net
loss and loss per share, and guidance could be affected by fees,
expenses and charges related to this offering and the tender offer
and consent solicitation.

The Notes and the related subsidiary guarantees will be offered in
the United States to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended, and
outside the United States pursuant to Regulation S under the
Securities Act.  The Notes and the related subsidiary guarantees
have not been registered under the Securities Act and may not be
offered or sold in the United States without registration or an
applicable exemption from the registration requirements.

                       About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, has
more than 4,700 stores in 31 states and the District of Columbia
and fiscal 2010 annual revenues of $25.7 billion.

For the 39-week period ended Nov. 26, 2011, the Company reported a
net loss of $207.32 million on $18.97 billion of revenue, compared
with a net loss of $349.73 million on $18.75 billion of revenue
for the 39-week period ended Nov. 27, 2010.

The Company's balance sheet at Nov. 26, 2011, showed $7.55 billion
in total assets, $9.96 billion in total liabilities and a $2.40
billion total stockholders' deficit.

                           *     *     *

Rite Aid carries 'Caa2' probability of default and corporate
family ratings from Moody's Investors Service.  It has a 'B-'
corporate credit rating from Standard & Poor's Ratings Services.

The TCR reported on Feb. 21, 2011 that Standard & Poor's Ratings
Services said that it assigned its 'B+' issue rating and '1'
recovery rating to Rite Aid Corp.'s proposed $343 million senior
secured term loan tranche 5 due 2018.  The '1' recovery rating
indicates S&P's expectation for very high (90%-100%) recovery in
the event of a payment default.  According to the company, it will
use the proceeds to repay about $321 million in borrowings under
its tranche 3 term loan due 2014.

"The ratings reflect the difficulties Rite Aid faces in improving
its well-below-average operating performance relative to its
peers, especially amid intense industry competition," said
Standard & Poor's credit analyst Ana Lai.  They also reflect the
company's significant debt burden and thin cash flow protection
measures.

As reported by the Troubled Company Reporter on Feb. 22, 2011,
Moody's assigned a B3 rating to Rite Aid Corp.'s proposed $343
million Tranche 5 senior secured first lien term loan due 2018.
All other ratings including its Caa2 Corporate Family Rating, Caa2
Probability of Default Rating, and SGL-3 Speculative Grade
Liquidity rating were affirmed.  The rating outlook is stable.
The proceeds will be used to repay the $343 million (including
$21.2 original issue discount) Tranche 3 term loan due 2014.
Following the repayment, the Tranche 3 term loan will be retired
and its B3 rating withdrawn.


RITZ INTERACTIVE: Web Sites Owner Wins Nod of Ch. 11 Plan
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ritz Interactive Inc., the owner of RitzCamera.com,
WolfCamera.com, BoatersWorld.com, and seven other e-commerce Web
sites persuaded a bankruptcy judge in Santa Ana, California, to
approve its reorganization plan.

According to the report, Ritz Camera & Image LLC, the main
supplier and primary secured creditor owed $3.5 million, acquired
the company through the plan by subordinating its own claim and
providing cash to make payments to creditors.  Ritz Camera & Image
owns the trademarks. According to the disclosure statement, no
plan could have been confirmed without its approval.

The report relates that under the Plan, any unsecured claim for
less than $15,000 will be paid 99%.  Larger claims are to have a
2% recovery.

Based in Irvine, California, Ritz Interactive Inc. filed for
Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No.
11-21690) on Aug. 19, 2011.  Judge Erithe A. Smith presides over
the case.  Scott F. Gautier, Esq., at Peitzman weg & Lempinsky
LLP, represents the Debtor.  The Debtor disclosed assets of
$809,192, and debts of $7,212,463.


RIVERWALK HOSPITALITY: Case Summary & Creditors List
----------------------------------------------------
Debtor: Riverwalk Hospitality Group, LLC
          dba Dover Microtel Inn & Suites of Dover
        1703 E. Lebanon Road
        Dover, DE 19901

Bankruptcy Case No.: 12-10532

Chapter 11 Petition Date: February 14, 2012

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: Stephen W. Spence, Esq.
                  PHILLIPS, GOLDMAN & SPENCE, P.A.
                  1200 N. Broom Street
                  Wilmington, DE 19806
                  Tel: (302) 655-4200
                  Fax: (302) 655-4210
                  E-mail: ss@pgslaw.com

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

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

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/deb12-10532.pdf

The petition was signed by Michael A. Zimmerman, member.


ROCKET SOFTWARE: S&P Assigns 'B+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Newton, Mass.-based infrastructure software
company Rocket Software Inc. The outlook is stable.

"At the same time, we assigned a 'BB' issue-level rating and a '1'
recovery rating to Rocket's $325 million first-lien facilities,
consisting of a $25 million revolver due 2017 and a $300 million
term loan due 2018. The '1' recovery rating indicates our
expectations for very high (90%-100%) recovery in the event of
payment default," S&P said.

"We also assigned a 'B+' issue-level rating and a '4' recovery
rating to the company's $105 million second-lien facilities due
2019. The '4' recovery rating indicates our expectations for
average (30%-50%) recovery in the event of a payment default," S&P
said.

The company used the proceeds to pay a $260 million dividend to
existing shareholders and repay existing debt and liabilities.

"The ratings on Rocket reflect our view that a recurring revenue
base, high renewal rates, and an entrenched customer base will
continue to support consistent operating profitability," said
Standard & Poor's credit analyst David Tsui, "despite the
company's niche market position within a large infrastructure
software market, rapid recent growth through acquisitions, and
its 'aggressive' financial profile."

"The stable outlook incorporates our expectation that Rocket's
revenue base will continue to be highly recurring and
profitability will remain stable. The company's niche industry and
an ownership structure that we believe will preclude substantial
de-leveraging both limit a possible upgrade," S&P said.

"If competition from larger business rivals intensified, leading
to pricing pressure, and/or higher costs for R&D, profitability
could weaken. Also, future acquisitions could be financed with
material debt components. Under those scenarios, if Rocket's
leverage approaches 6x, we could lower the rating," S&P said.


ROMA HOSPITALITY: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Roma Hospitality, Inc.
        16550 Lincoln Highway
        Breezewood, PA 15533

Bankruptcy Case No.: 12-70131

Chapter 11 Petition Date: February 14, 2012

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Johnstown)

Debtor's Counsel: Mary K. Wheeler, Esq.
                  OFFICE OF MARY K. WHEELER
                  413 South Center Street
                  Ebensburg, PA 15931
                  Tel: (814) 472-6215
                  E-mail: wheelesk2002@yahoo.com

Scheduled Assets: $2,750,000

Scheduled Liabilities: $1,635,500

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Howard Johnson/Wyndham                           $79,500
Hotel Group
c/o Larry Geer
22 Sylvan Way
Parsippany, NJ 07054

The petition was signed by Meghna Mehta, vice-president.


ROOMSTORE INC: QVT Financial Owns 7.09% of Common Shares
--------------------------------------------------------
QVT Financial LP discloses that as of Dec. 31, 2011, it may be
deemed to beneficially own an aggregate of 692,605 shares
representing 7.09% of the Common Stock of Roomstore, Inc.,
consisting of the shares of QVT Fund LP, which beneficially owns
622,404 share of Common Stock, and the shares owned by
Wuintessence fund L.P., which owns 70,201 shares of Common Stock.

QVT Financial is the investment manager for QVT Fund LP and
Quintessence Fund L.P.

QVT Financial GP LLC, as General Partner of QVT Financial, may be
deemed to beneficially own the same number of shares of Common
Stock reported by QVT Financial.  QVT Associates GP LLC, as
General Partner of the Fund and Quintessence, may be deemed to
beneficially own the aggregate number of shares of Common Stock
owned by the Fund and Quintessence, and accordingly, QVT
Associates GP LLC may be deemed to be the beneficial owner of an
aggregate amount of 692,605 shares of Common Stock.

The percentage disclosed above for each reporting person is
calculated based upon 9,762,846 shares of Common Stock
outstanding, which is the total number of shares issued and
outstanding reported in the Issuer's quarterly report on Form
10-Q/A for the quarter ended Sept. 30, 2010, filed with the
Securities and Exchange Commission on Dec. 15, 2011.

A copy of the Schedule 13G is available for free at:

                        http://is.gd/3zTe3q

                       About RoomStore Inc.

Richmond, Virginia-based RoomStore, Inc., operates a chain of 64
retail furniture stores, including both large-format stores and
clearance centers in eight states: Pennsylvania, Maryland,
Virginia, North Carolina, South Carolina, Florida, Alabama, and
Texas.  It also has five warehouses and distribution centers
located in Maryland, North Carolina, and Texas that service the
Retail Stores.  The Company also offers its home furnishings
through Furniture.com, a provider of internet-based sales
opportunities for regional furniture retailers.  The Company owns
65% of Mattress Discounters Group LLC, which operates 83 mattress
stores (as of Aug. 31, 2011) in the states of Delaware, Maryland
and Virginia and in the District of Columbia.

RoomStore was founded in 1992 in Dallas, Texas, with four retail
furniture stores.  With more than $300 million in net sales for
its fiscal year ending 2010, RoomStore is one of the 30 largest
furniture retailers in the United States.

RoomStore filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case
No. 11-37790) on Dec. 12, 2011, following store-closing sales at
four of its retail stores, located in Hoover, Alabama;
Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore,
Maryland.  Judge Douglas O. Tice, Jr., presides over the case.
Lawyers at Lowenstein Sandler PC and Kaplan & Frank, PLC serve as
the Debtor's bankruptcy counsel.  FTI Consulting, Inc., serves as
the Debtor's financial advisors and consultants.

The Company's balance sheet at Aug. 31, 2011, showed $70.4 million
in total assets, $60.3 million in total liabilities, and
stockholders' equity of $10.1 million.  The petition was signed by
Stephen Girodano, president and chief executive officer.

Liquidator Hilco Merchant Resources, Inc., is represented in the
case by Gregg M. Galardi, Esq., at DLA Piper LLP (US); and Robert
S. Westermann, Esq., and Sheila de la Cruz, Esq., at Hirschler
Fleischer, P.C.

The U.S. Trustee for Region 4 named seven members to the official
committee of unsecured creditors in the case.


ROOSEVELT CENTER: Case Summary & 9 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Roosevelt Center, LLC
        301 South McDowell Street
        Suite 1200
        Charlotte, NC 28204

Bankruptcy Case No.: 12-30354

Chapter 11 Petition Date: February 14, 2012

Court: United States Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: Laura T. Beyer

Debtor's Counsel: Glenn C. Thompson, Esq.
                  HAMILTON STEPHENS STEELE & MARTIN
                  201 S. College St.
                  Suite 2020
                  Charlotte, NC 28244-2020
                  Tel: (704) 227-1067
                  Fax: (704) 344-1483
                  E-mail: gthompson@lawhssm.com

Scheduled Assets: $1,505,413

Scheduled Liabilities: $2,200,192

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ncwb12-30354.pdf

The petition was signed by Trenton G. Gustafson, manager.


ROTECH HEALTHCARE: Goldman Sachs No Longer Owns Shares
------------------------------------------------------
In an amended Schedule 13G filed 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 do not
beneficially own any shares of common stock of Rotech Healthcare
Inc.  A full-text copy of the filing is available for free at:

                        http://is.gd/MOUA04

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $4.20 million on
$496.42 million of net revenue for the year ended Dec. 31, 2010,
compared with a net loss of $21.08 million on $479.87 million of
net revenue during the prior year.

The Company reported a net loss of $6.31 million on $366.75
million of net revenues for the nine months ended Sept. 30, 2011,
compared with a net loss of $598,000 on $372.65 million of net
revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $281.71
million in total assets, $567.63 million in total liabilities,
$2.95 million in Series A convertible redeemable preferred stock,
and a $288.87 million total stockholders' deficiency.

                          *     *     *

In October 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Rotech Healthcare to 'B-' from 'CCC'.
The outlook is positive.

In the March 22, 2011, edition of the TCR, Standard & Poor's
Ratings Services said that it raised its corporate credit rating
to 'B' from 'B-' on Orlando, Fla.-based Rotech Healthcare Inc.,
following the completion of the company's $290 million second-lien
senior secured notes offering.  "The ratings on Rotech Healthcare
Inc. reflect the company's weak business risk profile,
incorporating Rotech's exposure to Medicare reimbursement
reductions for its products and services," said Standard & Poor's
credit analyst Jesse Juliano.  The rating also reflects the
company's highly leveraged financial risk profile.

As previously reported by the TCR on Jan. 13, 2012, Moody's
Investors Service lowered Rotech Healthcare Inc.'s Corporate
Family rating ("CFR") to B3 from B2 as a consequence of
weakening liquidity and worse than expected operating performance
in 2011 alongside only modest expectations for improvement in
2012.  The downgrade to B3 incorporates Moody's concerns regarding
the decline in Rotech's cash balance due to significant working
capital usage during 2011 and lower than expected growth in
EBITDA.


ROTECH HEALTHCARE: Michael Wartell Discloses 6.2% Equity Stake
--------------------------------------------------------------
Michael J. Wartell and his affiliates disclosed in an amended
Schedule 13G filed with the U.S. Securities and Exchange
Commission that, as of Dec. 31, 2011, they beneficially own
1,605,038 shares of common stock of Rotech Healthcare Inc.
representing 6.20% of the shares outstanding.  A full-text copy of
the filing is available for free at http://is.gd/pndC5c

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $4.20 million on
$496.42 million of net revenue for the year ended Dec. 31, 2010,
compared with a net loss of $21.08 million on $479.87 million of
net revenue during the prior year.

The Company reported a net loss of $6.31 million on $366.75
million of net revenues for the nine months ended Sept. 30, 2011,
compared with a net loss of $598,000 on $372.65 million of net
revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $281.71
million in total assets, $567.63 million in total liabilities,
$2.95 million in Series A convertible redeemable preferred stock,
and a $288.87 million total stockholders' deficiency.

                          *     *     *

In October 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Rotech Healthcare to 'B-' from 'CCC'.
The outlook is positive.

In the March 22, 2011, edition of the TCR, Standard & Poor's
Ratings Services said that it raised its corporate credit rating
to 'B' from 'B-' on Orlando, Fla.-based Rotech Healthcare Inc.,
following the completion of the company's $290 million second-lien
senior secured notes offering.  "The ratings on Rotech Healthcare
Inc. reflect the company's weak business risk profile,
incorporating Rotech's exposure to Medicare reimbursement
reductions for its products and services," said Standard & Poor's
credit analyst Jesse Juliano.  The rating also reflects the
company's highly leveraged financial risk profile.

As previously reported by the TCR on Jan. 13, 2012, Moody's
Investors Service lowered Rotech Healthcare Inc.'s Corporate
Family rating ("CFR") to B3 from B2 as a consequence of
weakening liquidity and worse than expected operating performance
in 2011 alongside only modest expectations for improvement in
2012.  The downgrade to B3 incorporates Moody's concerns regarding
the decline in Rotech's cash balance due to significant working
capital usage during 2011 and lower than expected growth in
EBITDA.


ROTECH HEALTHCARE: Nelson Obus Discloses 9.7% Equity Stake
----------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Nelson Obus and his affiliates disclosed
that, as of Dec. 31, 2011, they beneficially own 2,517,500 shares
of common stock of Rotech Healthcare Inc. representing 9.7% of the
shares outstanding.  A full-text copy of the filing is available
for free at http://is.gd/PuJac3

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $4.20 million on
$496.42 million of net revenue for the year ended Dec. 31, 2010,
compared with a net loss of $21.08 million on $479.87 million of
net revenue during the prior year.

The Company reported a net loss of $6.31 million on $366.75
million of net revenues for the nine months ended Sept. 30, 2011,
compared with a net loss of $598,000 on $372.65 million of net
revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $281.71
million in total assets, $567.63 million in total liabilities,
$2.95 million in Series A convertible redeemable preferred stock,
and a $288.87 million total stockholders' deficiency.

                          *     *     *

In October 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Rotech Healthcare to 'B-' from 'CCC'.
The outlook is positive.

In the March 22, 2011, edition of the TCR, Standard & Poor's
Ratings Services said that it raised its corporate credit rating
to 'B' from 'B-' on Orlando, Fla.-based Rotech Healthcare Inc.,
following the completion of the company's $290 million second-lien
senior secured notes offering.  "The ratings on Rotech Healthcare
Inc. reflect the company's weak business risk profile,
incorporating Rotech's exposure to Medicare reimbursement
reductions for its products and services," said Standard & Poor's
credit analyst Jesse Juliano.  The rating also reflects the
company's highly leveraged financial risk profile.

As previously reported by the TCR on Jan. 13, 2012, Moody's
Investors Service lowered Rotech Healthcare Inc.'s Corporate
Family rating ("CFR") to B3 from B2 as a consequence of
weakening liquidity and worse than expected operating performance
in 2011 alongside only modest expectations for improvement in
2012.  The downgrade to B3 incorporates Moody's concerns regarding
the decline in Rotech's cash balance due to significant working
capital usage during 2011 and lower than expected growth in
EBITDA.


ROTECH HEALTHCARE: James Flynn Discloses 6.9% Equity Stake
----------------------------------------------------------
James E. Flynn and his affiliates disclosed in an amended Schedule
13G filed with the U.S. Securities and Exchange Commission that,
as of Dec. 31, 2011, they beneficially own 1,796,910 shares of
common stock of Rotech Healthcare Inc. representing 6.94% of the
shares outstanding.  A fullt-text copy of the filing is available
for free at http://is.gd/4G0405

                       About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $4.20 million on
$496.42 million of net revenue for the year ended Dec. 31, 2010,
compared with a net loss of $21.08 million on $479.87 million of
net revenue during the prior year.

The Company reported a net loss of $6.31 million on $366.75
million of net revenues for the nine months ended Sept. 30, 2011,
compared with a net loss of $598,000 on $372.65 million of net
revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $281.71
million in total assets, $567.63 million in total liabilities,
$2.95 million in Series A convertible redeemable preferred stock,
and a $288.87 million total stockholders' deficiency.

                          *     *     *

In October 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Rotech Healthcare to 'B-' from 'CCC'.
The outlook is positive.

In the March 22, 2011, edition of the TCR, Standard & Poor's
Ratings Services said that it raised its corporate credit rating
to 'B' from 'B-' on Orlando, Fla.-based Rotech Healthcare Inc.,
following the completion of the company's $290 million second-lien
senior secured notes offering.  "The ratings on Rotech Healthcare
Inc. reflect the company's weak business risk profile,
incorporating Rotech's exposure to Medicare reimbursement
reductions for its products and services," said Standard & Poor's
credit analyst Jesse Juliano.  The rating also reflects the
company's highly leveraged financial risk profile.

As previously reported by the TCR on Jan. 13, 2012, Moody's
Investors Service lowered Rotech Healthcare Inc.'s Corporate
Family rating ("CFR") to B3 from B2 as a consequence of
weakening liquidity and worse than expected operating performance
in 2011 alongside only modest expectations for improvement in
2012.  The downgrade to B3 incorporates Moody's concerns regarding
the decline in Rotech's cash balance due to significant working
capital usage during 2011 and lower than expected growth in
EBITDA.


ROYAL HOSPITALITY: Plan Promises 100% Recovery for All Creditors
----------------------------------------------------------------
Royal Hospitality LLC filed with the U.S. Bankruptcy Court for the
Northern District of New York a First Amended Disclosure Statement
explaining the proposed Plan of Reorganization.

According to the Disclosure Statement, the Debtor proposes a 100%
payment to creditors under its Plan.  The Debtor believes that its
revenue will exceed $2,000,000 per year while its expenses will be
approximately $1,350,000, generating at least $650,000 per year to
pay mortgage holders and unsecured creditors.

The Debtor disclosed that it has settled a lawsuit for breach of
contract by Lumberjack Pass Amusements, LLC seeking over
$1,000,000 from the Debtor and its principals and revocation of an
easement for water and sewer.

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

                    About Royal Hospitality LLC

Royal Hospitality LLC, dba Comfort Suites, has been operating the
Comfort Suites in Lake George, New York since May 2007.  It filed
for Chapter 11 protection (Bankr. N.D.N.Y. Case No. 10-13090) on
Aug. 19, 2010.  The Debtor disclosed $13,432,001 in assets and
$11,154,770 in liabilities as of the Petition Date.  Richard L.
Weisz, Esq., at Hodgson Russ LLP, in Albany, N.Y., represents the
Debtor as counsel.  BST Valuation & Litigation Advisors LLC serves
as  accountant to prepare and advise the implementation of cash
management and other services.

Harry Snyder, Esq., was appointed mediator in the bankruptcy case
of Royal Hospitality LLC.


RYLAND GROUP: FMR LLC Discloses 12.9% Equity Stake
--------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on Feb. 13, 2012, FMR LLC and Edward C.
Johnson 3d disclosed that they beneficially own 5,746,789 shares
of common stock of Ryland Group Incorporated representing 12.939%
of the shares outstanding.  A full-text copy of the filing is
available for free at http://is.gd/37fwMr

                        About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

The Company reported a net loss of $51.56 million on $628.98
million of total revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $66 million on $786.88 million
of total revenues for the same period during the prior year.

The Company reported a net loss of $50.75 million on $890.73
million of total revenues for the 12 months ended Dec. 31, 2011,
compared with a net loss of $85.14 million on $1 billion of total
revenues during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $1.57 billion
in total assets, $1.09 billion in total liabilities and $483.91
million in total equity.

                           *     *     *

As reported by the Troubled Company Reporter on June 21, 2010,
Fitch Ratings has affirmed Ryland Group, Inc.'s ratings -- Issuer
Default Rating at 'BB'; and Senior unsecured debt at 'BB'.  The
Rating Outlook has been revised to Stable from Negative.

Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3"
probability of default rating, "Ba3" senior unsecured notes
rating, and "SGL-2" speculative grade liquidity rating.  Ryland
Group carries Standard & Poor's Ratings Services' 'BB-' corporate
credit and senior unsecured note ratings.

In the Sept. 14, 2011, edition of the TCR, Fitch Ratings has
downgraded its ratings for Ryland Group, Inc., including the
company's Issuer Default Rating (IDR) to 'BB-' from
'BB'.  The Rating Outlook has been revised to Negative from
Stable.

The downgrade in RYL's IDR and senior unsecured ratings reflects
the still very challenging U.S. housing market which is likely
bouncing on the bottom, following a massive cyclical correction.
With the recent softening in the economy and lowered economic
growth expectations for 2011 and 2012, the environment may at best
only support a relatively modest recovery in housing metrics over
the next year and a half.  Moreover, RYL's underperformance
relative to its peers in certain operational and financial
categories during recent quarters, and its slimming cash position
penalizes the ratings and influences the Outlook.


RYLAND GROUP: Janus Capital Ceases to Hold 5% Equity Stake
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Janus Capital Management LLC disclosed that,
as of Dec. 31, 2011, it beneficially owns 26,300 shares of common
stock of The Ryland Group, Inc., representing 0.1% of the shares
outstanding.  As previously reported by the TCR on March 2, 2011,
Janus Capital disclosed beneficial ownership of 2,722,513 common
shares.  A full-text copy of the amended filing is available for
free at http://is.gd/93MpTM

                        About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

The Company reported a net loss of $51.56 million on $628.98
million of total revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $66 million on $786.88 million
of total revenues for the same period during the prior year.

The Company reported a net loss of $50.75 million on $890.73
million of total revenues for the 12 months ended Dec. 31, 2011,
compared with a net loss of $85.14 million on $1 billion of total
revenues during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $1.57 billion
in total assets, $1.09 billion in total liabilities and $483.91
million in total equity.

                           *     *     *

As reported by the Troubled Company Reporter on June 21, 2010,
Fitch Ratings has affirmed Ryland Group, Inc.'s ratings -- Issuer
Default Rating at 'BB'; and Senior unsecured debt at 'BB'.  The
Rating Outlook has been revised to Stable from Negative.

Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3"
probability of default rating, "Ba3" senior unsecured notes
rating, and "SGL-2" speculative grade liquidity rating.  Ryland
Group carries Standard & Poor's Ratings Services' 'BB-' corporate
credit and senior unsecured note ratings.

In the Sept. 14, 2011, edition of the TCR, Fitch Ratings has
downgraded its ratings for Ryland Group, Inc., including the
company's Issuer Default Rating (IDR) to 'BB-' from
'BB'.  The Rating Outlook has been revised to Negative from
Stable.

The downgrade in RYL's IDR and senior unsecured ratings reflects
the still very challenging U.S. housing market which is likely
bouncing on the bottom, following a massive cyclical correction.
With the recent softening in the economy and lowered economic
growth expectations for 2011 and 2012, the environment may at best
only support a relatively modest recovery in housing metrics over
the next year and a half.  Moreover, RYL's underperformance
relative to its peers in certain operational and financial
categories during recent quarters, and its slimming cash position
penalizes the ratings and influences the Outlook.


RYLAND GROUP: Kenneth Griffin Discloses 5.5% Equity Stake
---------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Kenneth Griffin and his affiliates disclosed
that, as of Dec. 31, 2011, they beneficially own 2,434,560 shares
shares of common stock of The Ryland Group, Inc., representing
5.5% of the shares outstanding.  The percentage reported are based
upon 44,413,594 shares of common stock outstanding as of Nov. 4,
2011, according to the Form 10-Q filed by the Company on Nov. 8,
2011.  As previously reported by the TCR on Dec. 5, 2011, Mr.
Griffin disclosed beneficial ownership of 2,232,131 common shares.
A full-text copy of the amended filing is available for free at:

                        http://is.gd/KA8kXT

                        About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

The Company reported a net loss of $51.56 million on $628.98
million of total revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $66 million on $786.88 million
of total revenues for the same period during the prior year.

The Company reported a net loss of $50.75 million on $890.73
million of total revenues for the 12 months ended Dec. 31, 2011,
compared with a net loss of $85.14 million on $1 billion of total
revenues during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $1.57 billion
in total assets, $1.09 billion in total liabilities and $483.91
million in total equity.

                           *     *     *

As reported by the Troubled Company Reporter on June 21, 2010,
Fitch Ratings has affirmed Ryland Group, Inc.'s ratings -- Issuer
Default Rating at 'BB'; and Senior unsecured debt at 'BB'.  The
Rating Outlook has been revised to Stable from Negative.

Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3"
probability of default rating, "Ba3" senior unsecured notes
rating, and "SGL-2" speculative grade liquidity rating.  Ryland
Group carries Standard & Poor's Ratings Services' 'BB-' corporate
credit and senior unsecured note ratings.

In the Sept. 14, 2011, edition of the TCR, Fitch Ratings has
downgraded its ratings for Ryland Group, Inc., including the
company's Issuer Default Rating (IDR) to 'BB-' from
'BB'.  The Rating Outlook has been revised to Negative from
Stable.

The downgrade in RYL's IDR and senior unsecured ratings reflects
the still very challenging U.S. housing market which is likely
bouncing on the bottom, following a massive cyclical correction.
With the recent softening in the economy and lowered economic
growth expectations for 2011 and 2012, the environment may at best
only support a relatively modest recovery in housing metrics over
the next year and a half.  Moreover, RYL's underperformance
relative to its peers in certain operational and financial
categories during recent quarters, and its slimming cash position
penalizes the ratings and influences the Outlook.


RYLAND GROUP: GEM Realty Discloses 6.5% Equity Stake
----------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, GEM Realty Advisors, LLC, and its affiliates
disclosed that, as of Dec. 31, 2011, they beneficially own
2,890,500 shares of common stock of The Ryland Group, Inc.,
representing 6.51% of the shares outstanding.  As previously
reported by the TCR on April 29, 2011, GEM Realty disclosed
beneficial ownership of 2,415,500 common shares.  A full-text copy
of the amended filing is available at http://is.gd/cxfWxg

                         About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

The Company reported a net loss of $51.56 million on $628.98
million of total revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $66 million on $786.88 million
of total revenues for the same period during the prior year.

The Company reported a net loss of $50.75 million on $890.73
million of total revenues for the 12 months ended Dec. 31, 2011,
compared with a net loss of $85.14 million on $1 billion of total
revenues during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $1.57 billion
in total assets, $1.09 billion in total liabilities and $483.91
million in total equity.

                           *     *     *

As reported by the Troubled Company Reporter on June 21, 2010,
Fitch Ratings has affirmed Ryland Group, Inc.'s ratings -- Issuer
Default Rating at 'BB'; and Senior unsecured debt at 'BB'.  The
Rating Outlook has been revised to Stable from Negative.

Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3"
probability of default rating, "Ba3" senior unsecured notes
rating, and "SGL-2" speculative grade liquidity rating.  Ryland
Group carries Standard & Poor's Ratings Services' 'BB-' corporate
credit and senior unsecured note ratings.

In the Sept. 14, 2011, edition of the TCR, Fitch Ratings has
downgraded its ratings for Ryland Group, Inc., including the
company's Issuer Default Rating (IDR) to 'BB-' from
'BB'.  The Rating Outlook has been revised to Negative from
Stable.

The downgrade in RYL's IDR and senior unsecured ratings reflects
the still very challenging U.S. housing market which is likely
bouncing on the bottom, following a massive cyclical correction.
With the recent softening in the economy and lowered economic
growth expectations for 2011 and 2012, the environment may at best
only support a relatively modest recovery in housing metrics over
the next year and a half.  Moreover, RYL's underperformance
relative to its peers in certain operational and financial
categories during recent quarters, and its slimming cash position
penalizes the ratings and influences the Outlook.


S & S LAND: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: S & S Land Development, LLC
        104 Amberley Court
        Garner, NC 27529

Bankruptcy Case No.: 12-01214

Chapter 11 Petition Date: February 16, 2012

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

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

Scheduled Assets: $1,211,095

Scheduled Liabilities: $1,293,814

The Company's list of its four largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nceb12-01214.pdf

The petition was signed by Reid Stephenson, member.


SAGECREST II: May Pursue Discovery on Ian Peck, ACG et al.
----------------------------------------------------------
Bankruptcy Judge Alan H. W. Shiff denied the request of defendant
parties for reconsideration of the Court's Jan. 3, 2011 order
approving SageCrest II LLC's Application for Pre-Judgment Remedy
in these lawsuits:

     -- SAGECREST II, LLC, Plaintiff, v. ACG CREDIT COMPANY II,
        LLC, ACG FINANCE COMPANY, LLC, FINE ART FINANCE, LLC,
        ART CAPITAL GROUP, LLC, ART CAPITAL GROUP, INC., ACG
        CREDIT COMPANY, LLC, AND IAN S. PECK, Defendants, Adv.
        Proc. No. 10-05042 (Bankr. Md. Conn.); and

     -- SAGECREST II, LLC, Plaintiff, v. IAN S. PECK, ACG CREDIT
        COMPANY II LLC, ACG FINANCE COMPANY, LLC, FINE ART
        FINANCE LLC, ART CAPITAL GROUP, LLC, ART CAPITAL GROUP
        INC., and ACG CREDIT COMPANY, LLC, Defendants, Adv. Proc.
        No. 10-05066 (Bankr. Md. Conn.)

The Pre-Judgment Remedy Order provided, inter alia, that the
Plaintiff could conduct discovery regarding property of the
Defendants.

In accordance therewith, SageCrest served discovery requests and
notices of deposition to which, on Jan. 7, 2011, the Defendants
sought a protective order.  At the Jan. 11, 2011 expedited hearing
on that motion, the Defendants informed the court that they
intended to file the motion for reconsideration, which they did on
Jan. 18, 2011.  SageCrest objected.  The Court held that the
Defendants have failed to establish a basis warranting
reconsideration.

Robert S. Friedman, Esq., and Mark E. McGrath, Esq. --
rfriedman@sheppardmullin.com and mmcgrath@sheppardmullin.com -- at
Sheppard, Mullin, Richter & Hampton, LLP, in New York; and James
Berman, Esq. -- jberman@zeislaw.com -- at Zeisler and Zeisler, in
Bridgeport, Conn., represent SageCrest.

Joshua H. Epstein, Esq., at Sorin Royer Cooper LLC, in New York;
and Elizabeth J. Austin, Esq., and Jessica Grossarth, Esq. --
eaustin@pullcom.com and jgrossarth@pullcom.com -- at Pullman &
Comley, LLC, in Bridgeport, Conn., argue for the Defendants.

A copy of the Court's Feb. 16, 2012 Memorandum and Order is
available at http://is.gd/tWDL82from Leagle.com.

                        About SageCrest II

SageCrest II, LLC, SageCrest Finance, LLC, SageCrest Dixon, Inc.,
SageCrest Holdings Ltd., SCFR and SC Limited are part of a group
of funds commonly known as SageCrest Funds.  SageCrest II serves
as the domestic fund within the SageCrest Funds.  SCFR and SC
Limited serve as the offshore funds within the SageCrest Funds.

SC II directly on indirectly owns several special purpose entities
that hold (directly or indirectly) specific investments
investments of the SageCrest Funds, including a life insurance
portfolio, specialty finance loans to third parties an real estate
investments.

SC Limited and SCFR are Bermuda exempted companies limited by
shares and are not debtors in the Bankruptcy cases.  SC Holdings
is also a Bermuda exempted company limited by shares and is a
wholly owned subsidiary of SC Limited and SCFR.

SageCrest Finance is a Delaware limited liability company that was
formed as a wholly owned subsidiary of SageCrest II on March 22,
2007.

SageCrest Dixon is a special purpose entity within the SageCrest
Funds that owns real property at 900 Dixon Road in Toronto,
Canada, formerly the site of the Constellation Hotel.  SageCrest
Dixon is a wholly owned subsidiary of SageCrest Canada Holdings,
Inc., which is a wholly owned subsidiary of SageCrest II.

The Debtors primarily operate through two lines of business:
structured finance and real estate investment and development.

SageCrest Finance and SageCrest II filed Chapter 11 petitions on
August 17, 2008 (Bankr. D. Conn. Case Nos. 08-50755 and 08-50754),
and filings by SageCrest Holdings Limited (Bankr. D. Conn. Case
No. 08-50763) and SageCrest Dixon, Inc. (Bankr. D. Conn. Case No.
08-50844), followed.  The cases are jointly administered under
Lead Case No. 08-50754.

The Debtors estimate their assets at $100 million to $500 million.

On Oct. 7, 2008, the United States Trustee appointed a
committee of equity security holders, including in its membership
defendants Topwater Exclusive Fund III, LLC, and Wood Creek Multi-
Asset Fund, LP.  The Equity Committee is comprised of former
investors in SageCrest II with all committee members claiming they
redeemed their investments in that debtor.  Asserting they are
creditors -- and not equity holders -- of SageCrest II, both
Topwater and Wood Creek resigned from the Equity Committee.

Affiliate Antietam Funding LLC sought Chapter 11 bankruptcy
protection (Bankr. D. Conn. 10-52523) on Oct. 20, 2010.  Antietam
Funding LLC estimated assets of $50 million to $100 million and
debts of $100 million to $500 million.

Antietam's primary asset is a portfolio of life insurance
investments.

As reported in the Troubled Company Reporter, competing plans of
reorganization have been proposed in these proceedings.


SALON PROZ: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Salon Proz, LLC
        P.O. Box 40072
        Columbia, SC 29240
        Tel: (704) 780-9999

Bankruptcy Case No.: 12-00967

Chapter 11 Petition Date: February 16, 2012

Court: U.S. Bankruptcy Court
       District of South Carolina (Columbia)

Judge: David R. Duncan

Debtor's Counsel: Pro Se

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

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

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

The petition was signed by Yvonne Jones, owner.


SEALY CORP: BART Partners Discloses 6.9% Equity Stake
-----------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BART Partners, LLC, disclosed that, as of
Feb. 7, 2012, it beneficially owns 6,959,910 shares of common
stock of Sealy Corporation representing 6.9% of the shares
outstanding.  As previously reported by the TCR on Jan. 12, 2012,
BART Partners disclosed beneficial ownership of 5,088,597 common
shares.  A full-text copy of the amended filing is available for
free at http://is.gd/mXWmft

                         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.


SEARS HOLDINGS: Fairholme Discloses 15.1% Equity Stake
------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Fairholme Capital Management, L.L.C., and its
affiliates disclosed that, as of Dec. 31, 2011, they beneficially
own 16,108,492 shares of common stock of Sears Holdings
Corporation representing 15.1% of the shares outstanding.  A
full-text copy of the filing is available at http://is.gd/NvLppy

                        About Sears Holdings

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- is the nation's
fourth largest broadline retailer with more than 4,000 full-line
and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

                        Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'. "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011. We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'. The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai. She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.


SEQUOIA VILLAGE: South Valley Bank Suit Goes to District Court
--------------------------------------------------------------
Chief Bankruptcy Judge Frank R. Alley, III, denied the request of
South Valley Bank & Trust to remand a lawsuit against Sequoia
Village, LLC and 15 other non-debtor defendants to the Circuit
Court for Josephine County.

The state court action, filed Feb. 22, 2011, asserts claims for:

     (1) Breach of a Promissory Note -- against Sequoia Village
         only,

     (2) Foreclosure of HVB Deed of Trust -- against Sequoia
         Village and 12 defendants named as junior interest
         holders, and

     (3) Breach of Guaranties -- against defendants Charbonneau,
         Leep, and Carling of America, Ltd.

When it filed for bankruptcy, Sequoia Village removed the
Josephine County action to the Bankruptcy Court.  On Oct. 24,
2011, Sequoia Village filed a motion with the Bankruptcy Court for
withdrawal of reference and the Plaintiff filed an objection.  On
Nov. 2, 2011, the bank filed a motion for remand back to Circuit
Court.

Judge Alley noted that there is also pending in the U.S. District
Court a case filed by Sequoia Village and a related entity,
Sequoia Partners LLC -- District Court Plaintiffs -- against South
Valley and the Federal Deposit Insurance Corp. (CV'11-3057 CL).

Sequoia Partners is the developer of a commercial real estate
project known as Paradise Ranch Resort Golf Course and Sequoia
Village was formed as part of the plan for financing and
development of Paradise Ranch.  It is the developer of townhomes
in Grants Pass known as Sequoia Village.

Judge Alley noted that the District Court case and the litigation
currently pending in bankruptcy court involve the Paradise Ranch
development and have underlying transactions in common, especially
given that Sequoia Village has indicated in its motion for
withdrawal of reference that it intends to assert substantially
the same counterclaims against South Valley as the claims it
asserted in the District Court case.

"Judicial economy would best be served by having the two cases
heard by the same court rather than in state and federal courts,"
Judge Alley said.

Judge Alley further held that Sequoia Village's motion for
withdrawal of reference will be forwarded to the District Court
along with a recommendation by the Bankruptcy Court that reference
be withdrawn.

The case is SOUTH VALLEY BANK & TRUST, Plaintiff, v. SEQUOIA
VILLAGE, LLC, et al., Defendants, Adv. Proc. No. 11-06220 (Bankr.
D. Ore.).  A copy of Judge Alley's Feb. 14, 2012 Memorandum
Opinion is available at http://is.gd/jEJySjfrom Leagle.com.

Grants Pass, Oregon-based Sequoia Village LLC filed a Chapter 11
bankruptcy petition (Bankr. D. Ore. Case No. 11-64880) on Oct. 3,
2011.  Judge Frank R Alley III presides over the case.
Christopher L. Parnell, Esq., at Dunn Carney Allen Higgins &
Tongue LLP, serves as the Debtor's counsel.  It scheduled
$3,561,529 in assets and $10,007,110 in debts.  The petition was
signed by Daniel Charbonneau, president of Carling of America,
Ltd., member.

Affiliate Sequoia Partners, LLC, filed a Chapter 11 petition
(Bankr. D. Ore. Case No. 10-67547) on Dec. 29, 2010.


SHUBH HOTELS LINCOLN: Returned to Ch. 11 to Stop Foreclosure
------------------------------------------------------------
Shubh Hotels Lincoln Mezzanine, LLC, the ultimate owner of the
Cornhusker Marriott Hotel in Lincoln, Nebraska, filed a Chapter 11
petition (Bankr. S.D. Fla. Case No. 12-12788) on Feb. 3, 2012, the
second time it has sought bankruptcy protection this year.

On Jan. 4, the hotel's owner filed for Chapter 11 protection (Case
No. 12-10103).  Nine days later, the mezzanine lender Cornhusker
PREH LLC filed a motion for permission to foreclose.  The dispute
was settled when the hotel's owner agreed the lender could
foreclose on Feb. 3 unless past-due interest was paid and kept
current.  Interest wasn't paid, according to a court filing by the
lender.   To stop the foreclosure, the owner filed a new bare-
bones Chapter 11 petition.

Craig A. Pugatch, Esq., at Rice Pugatch Robinson & Schiller, P.A.,
serves as counsel to the Debtor in the new case.


SIGNATURE STYLE: Former Spiegel Owner's Plan Consummated
--------------------------------------------------------
Signature Styles LLC won confirmation of its liquidating plan on
Jan. 26, and implemented the plan to emerge from Chapter 11 on
Feb. 3.  Unsecured creditors with claims aggregating between
$11 million and $14 million were projected to recover between 8%
and 10%, according to the disclosure statement.  Holders of gift
cards are being paid in full.

                      About Signature Styles

Signature Styles LLC, former owner of the Spiegel catalog, filed a
Chapter 11 petition (Bankr. D. Del. Case No. 11-11733) on June 6,
2011, along with a deal to sell the business to affiliates of the
current owners and lenders.

New York-based Signature Styles, which filed for bankruptcy
together with its affiliates, disclosed assets of $48.6 million
and debt of $867.6 million.  It purchased the Spiegel business
for $21.7 million at a foreclosure sale in June 2009.

Christopher A. Ward, Esq., at Polsinelli Shughart PC, in
Wilmington, Delaware, serves as counsel to the Debtor.  Western
Reserve Partners LLC serves as investment bankers. Epiq
Bankruptcy Solutions, LLC, is the claims and notice agent.

Signature Styles completed the bankruptcy sale of the Spiegel
catalogue business to the secured lender on Sept. 12, 2011.  The
business was purchased by a fund associated with Patriarch
Partners LLC, the owner and lender through affiliated funds. The
contract with Patriarch was negotiated before the Chapter 11
filing. The Patriarch fund paid $2 million cash and assumed
specified liabilities, including $30 million outstanding on a term
loan and revolving credit.

No trustee or examiner has been appointed in the Chapter 11 cases.
On June 17, 2011, the U.S. Trustee appointed an official committee
of unsecured creditors in the Debtors' cases.


SNM PROPERTIES: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: SNM Properties, LLC
        2801 Ogden Ave.
        Unit# 11
        Lisle, IL 60532

Bankruptcy Case No.: 12-05446

Chapter 11 Petition Date: February 15, 2012

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

Judge: Jack B. Schmetterer

Debtor's Counsel: Ben L. Schneider, Esq.
                  SCHNEIDER & STONE
                  8424 Skokie Blvd., Suite 200
                  Skokie, IL 60077
                  Tel: (847) 933-0300
                  Fax: (847) 676-2676
                  E-mail: ben@windycitylawgroup.com

Scheduled Assets: $1,723,181

Scheduled Liabilities: $2,804,730

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ilnb12-05446.pdf

The petition was signed by Nazir Bassini, managing member.


SNOKIST GROWERS: Wants to Hire Emmer Associates as Consultant
-------------------------------------------------------------
Snokist Growers asks the U.S. Bankruptcy Court for the Eastern
District of Washington for permission to employ

         James E. (Jim) Allison
         EMMER ASSOCIATES, INC.
         P.O. Box 129
         Evergreen, CO 80437
         Tel: (303) 770-4975
         E-mail: jallison@mho.net

as consultant to provide the Debtor with professional consulting
services regarding potential sale of its assets and negotiations
with its major creditors.

The firm is owed $6,304 in relation to prepetition services
provided to the Debtor from Dec. 1 to Dec. 6, 2011.

Pursuant to the consulting agreement, the firm requires a $10,000
retainer.

                      About Snokist Growers

Headquartered in Yakima, Washington Snokist Growers --
http://www.snokist.com/-- is a century-old cooperative of fruit
growers.  Snokist provides fresh and processed pears, apples,
cherries, plums, and nectarines.

Snokist Growers filed for Chapter 11 bankruptcy (Bankr. E.D. Wash.
Case No. 11-05868) on Dec. 7, 2011, with plans to liquidate after
sales couldn't recover from allegations that it violated food-
safety rules.  Judge Frank L. Kurtz presides over the case.
Lawyers at Bailey & Busey LLC serve as the Debtor's counsel.  In
its petition, the Debtor scheduled $69,567,846 in assets and
$73,392,906 in liabilities.  The petition was signed by Jim Davis,
president.

Counsel for lender Rabo AgriFinance, as agent for itself and
KeyBank, is James Ray Streinz, Esq. -- rays@mcewengisvold.com --
at McEwen Gisvold, LLP.  Counsel for KeyBank National Association
is Bruce W. Leaverton, Esq., at Lane Powell, P.C., in Seattle.

Robert D. Miller Jr., the United States Trustee for Region 14,
appointed three unsecured creditors to serve on the Official
Committee of Unsecured Creditors of Snokist Growers.

The Committee is represented by Metiner G. Kimel, Esq., at
Kimel Law Offices.

Secured creditor KeyBank National Association is represented by
Lane Powell PC.


SOUTH LOUISIANA ETHANOL: IPT Allowed $810K Secured Claim
--------------------------------------------------------
Bankruptcy Judge Elizabeth W. Magner allowed Industrial Process
Technology, Inc., a secured claim of $810,421, which includes
pre-judgment interest of $75,744, state court costs of $990, and
federal court costs of $350.  IPT is also allowed post-judgment
judicial interest from the judgment date until the Petition Date,
which is $1,250 based on the federal judicial interest rate.  The
total allowed claim -- $811,672 -- is to be paid from the amount
withheld pursuant to a prior allocation order issued in the
lawsuit, SOUTH LOUISIANA ETHANOL, LLC, Plaintiff, v. WHITNEY
NATIONAL BANK, ET AL, Defendants, Adv. Proc. No. 09-1119 (Bankr.
E.D. La.).  The difference, if any, of the sums maintained in the
registry of the Court are distributable to Englobal Engineering,
Inc. and Englobal Construction Resources, Inc., in partial
satisfaction of its collateral mortgage.

On Sept. 10, 2009, SLE filed a Complaint Seeking a Declaratory
Judgment As To The Validity, Priority, Rank, And Extent Of
Asserted Security Interests In Property Of The Debtor.  The
Complaint named 15 parties defendant, including IPT and Englobal,
and challenged the validity of liens and security interests
allegedly encumbering the movable and immovable property
comprising SLE's ethanol facility.

IPT, in its answer to the Complaint, added its own Counterclaim
and Cross Claims.  The Cross Claims included one against Englobal,
in which IPT asserted a first priority lien, superior in rank to
Englobal and all other claims, against the Ethanol Plant.
Englobal filed an Answer and Cross Claims alleging its own
superior ranking over the same assets.

One of the primary contests incorporated by the Complaint was the
validity, ranking and extent of the various claims asserted by
Whitney National Bank and Englobal.  Whitney claimed a first
priority security interest in all property located at the Ethanol
Plant.  It also challenged the ranking of various Louisiana
Private Works Act claimants, including Englobal and IPT.  Englobal
challenged the validity of the same PWA claims; the extent and
validity of Whitney's security interest over movables; as well as,
the ranking of Whitney's security interest in immovables.  After
much discovery and litigation, Whitney, SLE, and Englobal reached
a settlement regarding the claims each held against the other.

By Order dated Oct. 26, 2010, the Bankruptcy Court affirmed and
enforced the terms of the Settlement as to Whitney, Englobal, and
SLE.  Initially, Englobal appealed the ruling but subsequently
abandoned that appeal.  By summary judgment or trial on the
merits, the claims of all other parties to the SLE Complaint, all
Cross Claims, and Counterclaims have been awarded judgment.

As a result of these rulings, Whitney was recognized as holding a
first lien and security interest against the movable property
owned by SLE.  In addition, the judgment of IPT has been upheld by
this Court and its PWA lien recognized as to all parties
participating in the suit filed for its recognition, namely SLE,
J&C Welding and Fabrication, Inc., and Englobal.  Since no other
party has challenged IPT's lien, the security interest in favor of
IPT has been recognized as valid and enforceable against the
immovable property of SLE.    Except for Whitney, IPT, and
Englobal, all other defendants' secured claims have been
invalidated and disallowed.

The Ethanol Plant was sold by SLE through a court approved auction
process.  Approximately, $6,802,000 was netted for the Estate
after satisfying the costs of sale and administrative claims
associated with the litigation of SLE's Complaint.

Under the terms of the Settlement, Englobal and Whitney agreed
that upon a global sale of the Ethanol Plant, the proceeds of sale
would be divided between movable and immovable property based on
appraisals obtained by SLE, Whitney, or Englobal.  Costs of sale
and administrative expenses would be allocated for satisfaction
between the two shares.  The amount allocated to movables, after
the satisfaction of costs of sale and administrative expenses, was
payable to Whitney.  From the amounts allocated to immovable
assets, 60% would be payable to Whitney and the remaining 40% to
Englobal.  In addition, certain claims against the movable or
immovable property would be challenged, settled, or litigated by
one or the other of them with the responsible party satisfying any
award in favor of the challenged claim out of its share of the
proceeds.

By Order dated Dec. 6, 2011, allocating the sale proceeds, Whitney
received $1,581,628 and Englobal $1,054,418 from the proceeds of
sale.  However, because the Settlement required Englobal to
satisfy the claims of IPT, the Allocation Order also withheld
$845,529 from the amounts distributable to Englobal until the
disputes between IPT and Englobal were resolved.  The Allocation
Order provided that the rights of IPT asserted in adversary
09-1119 "are preserved and unaffected by this Order."

Englobal avers that it and IPT, as subcontractors, are equal in
rank as lien creditors against SLE.  As a result, they share pari
passu in all distributions payable to any PWA claimant.  IPT
asserts that Englobal does not have a valid PWA lien because it
was not a Louisiana licensed contractor during the period when
work was preformed.  Englobal counters that IPT has no standing or
has waived its right to contest the validity of its lien.

A copy of the Court's Feb. 15, 2012 Reasons for Decision is
available at http://is.gd/NbLNxnfrom Leagle.com.

                  About South Louisiana Ethanol

South Louisiana Ethanol LLC owns a non-operating ethanol plant in
Belle Chasse, Louisiana.  South Louisiana purchased the non-
operating plant in 2006 with plans for rebuilding. When financing
fell through, it shut down the construction project in September
2007.  South Louisiana Ethanol, LLC, sought Chapter 11 bankruptcy
(Bankr. E.D. La. Case No. 09-12676) on Aug. 25, 2009.  Emile L.
Turner Jr., Esq., represents the Debtor in its restructuring
effort.  In its petition, the Debtor estimated $10 million to
$50 million in assets and $50 million to $100 million in debts.


SYNTAX-BRILLIAN: Greenberg Traurig Settles for $3.3 Million
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Syntax-Brillian Corp. received authorization from the
bankruptcy court this month to take $3.3 million in settlement of
claims against law firm Greenberg Traurig LLP.  The settlement
ended the threat that the firm would be sued by the creditors'
trust created under the company's confirmed, liquidating Chapter
11 plan.

The report relates that Greenberg was the company's outside
general counsel from November 2005 through July 2008, when the
Chapter 11 filing took place.  The settlement doesn't preclude
third parties from bringing suits of their own based on claims
they hold directly against the firm.  The company said that the
$3.3 million is approximately equal to the firm's pre-bankruptcy
fees for restructuring activities. Court papers show the Greenberg
firm was paid about $5 million for work in a year before
bankruptcy.

                       About Syntax-Brillian

Based in Tempe, Arizona, Syntax-Brillian Corporation (Nasdaq:BRLC)
-- www.syntaxbrillian.com -- manufactured and marketed LCD HDTVs,
digital cameras, and consumer electronics products including
Olevia(TM) brand high-definition widescreen LCD televisions and
Vivitar brand digital still and video cameras.  Syntax-Brillian
was the sole shareholder of California-based Vivitar Corporation.

The Company and two of its affiliates -- Syntax-Brillian SPE,
Inc., and Syntax Groups Corp. -- filed for Chapter 11 protection
on July 8, 2008 (Bankr. D. Del. Lead Case No.08-11407.  Lawyers at
Greenberg Traurig LLP represented the Debtors as counsel.  Five
members composed the official committee of unsecured creditors.
Pepper Hamilton, LLP, represented the Committee as counsel.  Epiq
Bankruptcy Solutions, LLC, served as the Debtors' balloting,
notice, and claims agent.  When the Debtors filed for protection
against their creditors, they disclosed total assets of
$175,714,000 and total debts of $259,389,000.

The Bankruptcy Court confirmed the Debtors' Joint Chapter 11
Liquidation Plan in an order dated July 6, 2009.  Under the Plan,
general unsecured claims were to received pro rata distributions
from a liquidating trust after payment of the trust's expenses and
a "liquidating trust funding reimbursement."  Holders of allowed
prepetition credit facility claims were to receive their pro rata
distributions from a lender trust, after payment in full of
allowed DIP facility claims.  A full-text copy of the Debtors' 2nd
amended Chapter 11 liquidating plan is available at:

   http://bankrupt.com/misc/syntax-brillian2ndamendedplan.pdf

The SB Liquidation Trust is represented by David M. Fournier,
Esq., and Evelyn J. Meltzer, Esq., at Pepper Hamilton LLP; and
Allan B. Diamond, Esq., Andrea L. Kim, Esq., Eric D. Madden, Esq.,
and Michael J. Yoder, Esq., at Diamond McCarthy LLP.


SUMO DEVELOPMENT: Wins Confirmation of Prepackaged Plan
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Sumo Development Corp. secured early this month the
signature of the bankruptcy judge on a confirmation order
approving the Chapter 11 reorganization plan.  The plan gives
secured lender Newark Revolving Co. Inc. full payment of its
$7 million claim with new debt paying interest at 3.5%. The loan
matures in 15 years with amortization on a 25-year schedule.
As part of a settlement, Newark Revolving carved out $500,000 for
payment to unsecured creditors, with $12,500 being paid every
quarter for 10 years. Unsecured creditors include the $6.8 million
claim of Royal Golf Course Construction.

                     About Sumo Development

Sumo Development Company Inc., a golf course and residential
development in Colorado, filed a Chapter 11 bankruptcy petition
(Bankr. D. N.J. Case No. 11-43096) on Nov. 15, 2011.  Richard D.
Trenk, Esq., at Trenk, Dipasquale, Webster, serves as counsel to
the Debtor.  Sumo Development did not disclose its assets but said
debts total $15,756,438.

Affiliate Sumo Golf Course Company, Inc., filed for Chapter 11 on
the same day (Bankr. D. N.J. Case No. 11-43096), disclosing
$13,900,974 in debts.  Sumo Golf Course Company operates a semi-
private golf course.


TEMBEC INC: S&P Affirms 'B-' Long-Term Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Quebec-
based Tembec Inc. to negative from stable.

"The outlook revision reflects our concerns about the significant
capital expenditure at the company's Temiscaming, Que. mill," said
Standard & Poor's credit analyst Jatinder Mall. "We view this as a
large undertaking and, given the company's weak financial risk
profile, small delays or cost overruns would have a substantial
impact on Tembec's credit metrics," Mr. Mall added.

"We are also affirming our 'B-' long-term corporate credit rating
on Tembec, as well as our 'B-' issue-level rating on the company's
senior secured notes due 2018 in light of 's announced US$50
million add-on. The '3' recovery rating on the debt is unchanged.
We expect the company to use the proceeds for general corporate
purposes and to fund capital expenditure at its Temiscaming mill,"
S&P said.

"The ratings on Tembec reflect what Standard & Poor's views as the
company's exposure to the cyclical housing construction market,
volatility in pulp prices and currency, and historically weak
profitability. These weaknesses are somewhat mitigated, we
believe, by the company's asset and product diversification and an
improving cost profile," S&P said.

Tembec is an integrated forest products company that produces
pulp, lumber, specialty coated paperboard, newsprint, and
chemicals. Its operations are primarily in Canada, with one mill
in France and one resin facility in Ohio.

"The negative outlook reflects Standard & Poor's concerns
regarding the significant capital expenditure at Tembec's
Temiscaming mill and our concerns that, given the company's weak
financial profile, delays or cost overruns would have a
substantial impact on the company's credit metrics. Furthermore,
given the weak global economy, if bleached eucalyptus kraft and
lumber prices do not improve the company's leverage could
deteriorate further," S&P said.

"We could lower the ratings if lower pulp, lumber, and paper
prices in 2012 lead to a 15% decline in EBITDA from our
expectations, resulting in negative funds from operations (FFO)
and Standard & Poor's adjusted leverage of about 6x. We could also
lower the ratings if project delays or cost overruns lead to a
decline in the company's liquidity position with sources to uses
of below 1.2x. An upgrade would require management's ability to
demonstrate that the capital expenditure remains on track and does
not lead to higher-than-expected debt levels, and if cash flow
protection improves and FFO to debt rises to well above 10%," S&P
said.


TENET HEALTHCARE: FMR LLC Discloses 9.1% Equity Stake
-----------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on Feb. 13, 2012, FMR LLC and Edward C.
Johnson 3d disclosed that they beneficially own 40,425,730 shares
of common stock of Tenet Healthcare Corporation representing
9.172% of the shares outstanding.  As previously reported by the
TCR on March 2, 2010, FMR LLC disclosed beneficial ownership of
51,092,396 common shares.  A full-text copy of the amended filing
is available for free at http://is.gd/E3H8u6

                       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.


TENET HEALTHCARE: Harris Associates Discloses 6.6% Equity Stake
---------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Harris Associates L.P. and Harris Associates Inc.
disclosed that, as of Dec. 30, 2011, they beneficially own
28,511,200 shares of common stock of Tenet Healthcare representing
6.6% of the shares outstanding.  A full-text copy of the filing is
available for free at http://is.gd/xLKWzY

                       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.


THERMADYNE HOLDINGS: S&P Affirms 'B' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Thermadyne Holdings Corp. to stable from positive and affirmed the
'B' corporate credit rating. Standard & Poor's also affirmed its
'B' issue rating and '5' recovery rating on the company's senior
secured notes.

"The outlook revision reflects our view that although Thermadyne
continues to benefit from increasing demand, its plan to return
cash to its sponsor shareholders increases its financial risk,"
said Standard & Poor's credit analyst John Sico.

"The ratings also reflect Standard & Poor's view of the company's
business risk profile as 'weak' and its financial risk profile as
'highly leveraged,' based on our criteria. Thermadyne, with annual
revenues of about $485 million, sells cutting and welding
products," S&P said.

"We don't expect to change our business risk assessment of
Thermadyne," Mr. Sico said. "Although we believe it will maintain
its leading positions in its markets, it will likely remain a
niche participant in the intensely competitive and cyclical global
welding-equipment industry."

"As volumes grow, Thermadyne will need more working capital for
its business needs--just as it needed in the first nine months of
2011. 'We believe the company is successfully managing working
capital needs and capital expenditures, and we expect free cash
flow to be positive," Mr. Sico said.

The company may also have to contend with rising raw material
prices, specifically for copper, brass, and steel, which may
affect its operating performance. However, recent sale price
increases have effectively offset rising commodity costs.

The stable outlook reflects Standard & Poor's expectation that the
company's credit measures will modestly improve, given moderating
end-market conditions and slowing global economic growth. Sales
and EBITDA have grown as the company has made operational
improvements, which should help Thermadyne sustain its current
leverage during 2012.


THORBARDIN RANCH: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Thorbardin Ranch, LLC
        P.O. Box 160
        Buffalo, WY 82834

Bankruptcy Case No.: 12-20104

Chapter 11 Petition Date: February 16, 2012

Court: U.S. Bankruptcy Court
       District of Wyoming (Cheyenne)

Judge: Peter J. McNiff

Debtor's Counsel: Janet L. Tyler, Esq.
                  LAW OFFICES OF JANET L. TYLER
                  3704 Reynolds Street
                  Laramie, WY 82072
                  Tel: (307) 742-6951

Scheduled Assets: $7,814,840

Scheduled Liabilities: $6,446,121

The Company's list of its four largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/wyb12-20104.pdf

The petition was signed by Joseph Vaillancourt, member/manager.


TSC GLOBAL: Sued for Firings Without Required Notice
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that TSC Group LLC affiliates were sued in bankruptcy
court on behalf of more than 500 workers who were fired without
the 60-days' notice required by labor law.  A lawsuit was
originally filed in January in U.S. District Court in Rock Island,
Illinois, based on the so-called Warn Act violation for improper
firings.  The suit was filed against TSC Group, which isn't among
the companies in Chapter 11.  TSC Group, based in Charlotte, North
Carolina, describes the business on the company website as "sales,
marketing, distribution and service of consumer brand products" to
retailers.  The original lawsuit is Watson v. TSC Group LLC, 12-
04011, U.S. District Court, Central District of Illinois (Rock
Island).

                       About TSC Global

TSC Global LLC claims to be a leading distributor of consumer
brand products to America's top retailers, travel centers and
convenience stores.

TSC Global also known as Monomoy Holdings III, LLC, filed a
Chapter 11 petition (Bankr. D. Del. Case No. 12-10505) on Feb. 13,
2012.  Ten affiliated entities filed for bankruptcy protection on
Feb. 12.

TSC Global estimated $10 million to $50 million in assets and
liabilities as of the Chapter 11 filing.

Christopher A. Ward, Esq., at Polsinelli Shughart PC, in
Wilmington, Delaware, serves as Delaware counsel.  McDonald
Hopkins LLC is the restructuring counsel.  Realization Services,
Inc., is the financial advisor.  Livingstone Partners LLC is the
investment banker.


UNISYS CORP: FMR LLC Discloses 10.4% Equity Stake
-------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on Feb. 13, 2012, FMR LLC and Edward C.
Johnson 3d disclosed that they beneficially own 4,544,237 shares
of common stock of Unisys Corporation representing 10.420% of the
shares outstanding.  A full-text copy of the filing is available
for free at http://is.gd/5w2CtC

                         About Unisys Corp.

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- provides a portfolio of IT services,
software, and technology that solves critical problems for
clients.  With more than 26,000 employees, Unisys serves
commercial organizations and government agencies throughout the
world.

The Company's balance sheet at Dec. 31, 2011, showed $2.61 billion
in total assets, $3.92 billion in total liabilities and a $1.31
billion total stockholders' deficit.

                          *     *     *

As reported by the Troubled Company Reporter on Feb. 24, 2011,
Moody's Investors Service has affirmed Unisys' B1 corporate family
rating and all other ratings, and also changed the rating outlook
to positive from stable.  This outlook change follows the
announcement by Unisys of plans to issue mandatory convertible
preferred stock, redeem secured notes, and tender for additional
bonds which Moody' estimates will reduce secured debt by up to
$390 million.  Upon completion of the transactions, the loss given
default assessments will be revised based on the remaining debt
balances.

In the May 5, 2011 edition of the TCR, Standard & Poor's Ratings
Services raised its corporate credit rating on Blue Bell, Pa.-
based Unisys Corp. to 'BB-' from 'B+', and removed the ratings
from CreditWatch, where they were placed with positive
implications on Feb. 22, 2011.  "The upgrade reflects Unisys'
improved financial profile following the recent debt redemptions,"
said Standard & Poor's credit analyst Martha Toll-Reed, "and
adequate liquidity, which provides some capacity at the current
rating for potential earnings volatility."  "The ratings reflect
our view that Unisys' improved financial profile and consistently
positive annual free cash flow will provide sufficient cushion in
the near term to mitigate the potential for ongoing revenue
declines and operating performance volatility," added Ms. Toll-
Reed.

As reported by the TCR on Oct. 18, 2011, Fitch Ratings has
affirmed and withdrawn the 'BB-' long-term Issuer Default Rating
of Unisys Corporation.  Fitch has decided to discontinue the
rating, which is uncompensated.


UNISYS CORP: Putnam Investments Discloses 12.9% Equity Stake
------------------------------------------------------------
Putnam Investments, LLC. d/b/a/ Putnam Investments and its
affiliates disclosed in an amended Schedule 13G filing with the
U.S. Securities and Exchange Commission on Feb. 14, 2012, that
they beneficially own 5,773,637 shares of common stock of Unisys
Corp representing 12.9% of the shares outstanding.  A full-text
copy of the filing is available at http://is.gd/9kTp4s

                         About Unisys Corp.

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- provides a portfolio of IT services,
software, and technology that solves critical problems for
clients.  With more than 26,000 employees, Unisys serves
commercial organizations and government agencies throughout the
world.

The Company's balance sheet at Dec. 31, 2011, showed $2.61 billion
in total assets, $3.92 billion in total liabilities and a $1.31
billion total stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on Feb. 24, 2011,
Moody's Investors Service has affirmed Unisys' B1 corporate family
rating and all other ratings, and also changed the rating outlook
to positive from stable.  This outlook change follows the
announcement by Unisys of plans to issue mandatory convertible
preferred stock, redeem secured notes, and tender for additional
bonds which Moody' estimates will reduce secured debt by up to
$390 million.  Upon completion of the transactions, the loss given
default assessments will be revised based on the remaining debt
balances.

In the May 5, 2011 edition of the TCR, Standard & Poor's Ratings
Services raised its corporate credit rating on Blue Bell, Pa.-
based Unisys Corp. to 'BB-' from 'B+', and removed the ratings
from CreditWatch, where they were placed with positive
implications on Feb. 22, 2011.  "The upgrade reflects Unisys'
improved financial profile following the recent debt redemptions,"
said Standard & Poor's credit analyst Martha Toll-Reed, "and
adequate liquidity, which provides some capacity at the current
rating for potential earnings volatility."  "The ratings reflect
our view that Unisys' improved financial profile and consistently
positive annual free cash flow will provide sufficient cushion in
the near term to mitigate the potential for ongoing revenue
declines and operating performance volatility," added Ms. Toll-
Reed.

As reported by the TCR on Oct. 18, 2011, Fitch Ratings has
affirmed and withdrawn the 'BB-' long-term Issuer Default Rating
of Unisys Corporation.  Fitch has decided to discontinue the
rating, which is uncompensated.


USEC INC: Dimensional Fund Discloses 6.8% Equity Stake
------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Dimensional Fund Advisors LP disclosed that,
as of Dec. 31, 2011, it beneficially owns 8,402,845 shares of
common stock of USEC Inc. representing 6.89% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/xj8Vbd

                           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.


USEC INC: Tradewinds Global Discloses 6.1% Equity Stake
-------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Tradewinds Global Investors, LLC, disclosed that, as
of Dec. 31, 2011, it beneficially owns 7,439,861 shares of common
stock of USEC Inc. representing 6.10% of the shares outstanding.
A full-text copy of the filing is available at http://is.gd/lS2CiD

                          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.


USG CORP: Incurs $390 Million Net Loss in 2011
----------------------------------------------
USG Corporation filed with the U.S. Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss of
$390 million on $3.02 billion of net sales for the year ended
Dec. 31, 2011, compared with a net loss of $405 million on $2.94
billion of net sales during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $3.71 billion
in total assets, $3.56 billion in total liabilities and $156
million in total stockholders' equity.

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

                        http://is.gd/4Tk8Jo

                       About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they disclosed $3,252,000,000 in
assets and $2,739,000,000 in debts.  The Debtors emerged from
bankruptcy protection on June 20, 2006.

                         *     *     *

As reported by the TCR on Aug. 15, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on USG Corp. to 'B'
from 'B+'.

"The downgrade reflects our expectation that USG's operating
results and cash flow are likely to be strained over the next year
due to the ongoing depressed level of housing starts and still-
weak commercial construction activity," said Standard & Poor's
credit analyst Thomas Nadramia.  "It is now more likely, in
our view, that any meaningful recovery in housing starts may be
deferred until late 2012 or into 2013.  As a result, the risk that
USG's liquidity in the next 12 to 24 months will continue to erode
(and be less than we incorporated into our prior ratings) has
increased.  The ratings previously incorporated a greater
improvement in housing starts, which would have enabled USG to
reduce its negative operating cash flow in 2012 and achieve
breakeven cash flow or better by 2013."

In the Sept. 14, 2011, edition of the TCR, Fitch Ratings has
downgraded USG Corporation's Issuer Default Rating (IDR) to 'B-'
from 'B'.  The Rating Outlook remains Negative.

The ratings downgrade and the Negative Outlook reflect Fitch's
belief that underlying demand for the company's products will
remain weak through at least 2012 and the company's liquidity
position is likely to deteriorate in the next 18 months.  With the
recent softening in the economy and lowered economic growth
expectations for 2011 and 2012, the environment may at best
support a relatively modest recovery in housing metrics over the
next year and a half.  Fitch had previously forecast a slightly
more robust housing environment in 2011 and 2012.  Moreover, new
commercial construction is expected to decline further this year
and may only grow moderately next year.


UTSTARCOM INC: Artis Capital Holds 6.4% Equity Stake
----------------------------------------------------
In a Schedule 13G filing with the U.S Securities and Exchange
Commission, Artis Capital Management, L.P., disclosed that, as of
Dec. 31, 2011, it beneficially owns 9,935,518 shares of common
stock of UTStarcom Holdings Corp. representing 6.4% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/L11U25

                        About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

The Company reported a net loss of $65.29 million on
$291.53 million of net sales for the year ended Dec. 31, 2010,
compared with a net loss of $225.70 million on $386.34 million of
net sales during the prior year.

The Company reported net income of $8.31 million on $237.11
million of net sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $42.10 million on $215.40 million of
net sales for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$641.32 million in total assets, $375.41 million in total
liabilities, and $265.92 million in total equity.


VIASAT INC: S&P Raises Corporate Credit Rating to 'B+'
------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Carlsbad,
Calif.-based ViaSat Inc.

"We raised both the corporate credit rating and the issue-level
rating on the company's senior unsecured notes to 'B+' from 'B'.
The recovery rating on the notes remains '3', indicating our
expectations for meaningful (50%-70%) recovery in the event of a
payment default. The outlook is stable," S&P said.

The upgrade follows the company's success beginning full
commercial service of ViaSat 1 on Jan. 16, 2012, following its
October 2011 launch.

"The satellite enables the company to offer higher speed consumer
broadband services, which we expect will allow it to attract new
customers over the next few years," said Standard & Poor's credit
analyst Catherine Cosentino. "We assume that growth in the
consumer broadband business will contribute to a significant
increase in the company's revenue and EBITDA in the next two
years."

Specific assumptions in S&P's new ratings include:

    Gross customer adds of nearly 900,000 through the fiscal year
    ending March 31, 2014;

    Revenue growth in the area of about 30% to 35% and EBITDA
    growth in the area of around 55% for the fiscal year ending
    March 31, 2013;

    Achievement of positive, albeit modest, free operating cash
    flow (FOCF) in fiscal 2014; and

    Leverage of around 2.5x at the end of fiscal 2013.

"The outlook is stable. We expect that the company's commercial
and government businesses to provide predictable levels of revenue
and EBITDA contribution over the next year, given their ongoing
business pipeline. While the level of satellite services remains
much less certain over the next year, ViaSat 1's commercial
service launch enables the company to offer a much more
competitive satellite broadband product and materially enhances
its growth prospects for this business," S&P said.

"However, given our expectations for the company to continue to
generate negative FOCF in the near term, we are unlikely to raise
the ratings. Conversely, a downgrade is unlikely unless the
company materially alters its financial policy, including debt
funding of stock repurchases, or if the gross margins for the
exede broadband service fall significantly from the approximate
50% achieved for its predecessor WildBlue service in the nine
months ended Dec. 30, 2011, due to heightened competitive pricing
pressures. The latter would be especially problematic if it
resulted in leverage rising to above 5x," S&P said.


WASHINGTON MUTUAL: Reorganization Plan Wins Court Approval
----------------------------------------------------------
Washington Mutual, Inc. disclosed that Judge Mary Walrath of the
United States Bankruptcy Court for the District of Delaware has
approved its reorganization plan, thus concluding the three and
one-half year-old bankruptcy.  Weil, Gotshal & Manges has
represented WaMu since it first filed for chapter 11 protection in
September 2008.

Under the reorganization plan, WaMu will establish a liquidating
trust to make distributions to parties-in-interest on account of
their allowed claims, which are expected to total more than $7
billion.  In addition, the plan includes significant recoveries
for creditors and distribution of substantially all of the stock
in the reorganized company to current equity holders.  It will
become effective after the court enters a written order reflecting
this ruling and other conditions have been satisfied.

The Weil team representing WaMu was led by Brian Rosen and
included Business Finance & Restructuring partner Adam Strochak;
Tax partners Stuart Goldring, William H. Horton, and Steve
Margolis; Corporate partners Todd Chandler, Cathy Dixon, Simeon
Gold, and Elaine Stangland; Litigation partners David Hird, Thomas
Frongillo, John Mastando, and Richard Slack; Litigation counsel
Lawrence Baer and Lisa Eskow; Business Finance & Restructuring
associates Erica Coleman, Kelly DiBlasi, Julio Gurdian, David
Litvack, Marvin Mills, Rahul Sharma, and Amy Wolper; Corporate
associates Oliver DeGeest, Justin Lee, Vaughan Petherbridge,
Georgia Quinn, and Kevin Yung; Litigation associates Patricia
Astorga, Brianna Benfield, Lisa Cloutier, David Dummer, Diana Eng,
Greg Kau, Alex Levine, Adam Schloss, Rachel Swartz, Sunny
Thompson, Daniel Venditti, Patricia Wencelblat, Jennifer Wine,
Eric Wolfish, and Jarrad Wright; Tax associate Todd Hatcher; and
Business Finance & Restructuring paralegal Nicole Aliseo.

                       *     *     *

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
earlier reported that a settlement that Washington Mutual Inc.
negotiated with holders of trust-preferred securities persuaded
the group to change their votes from "no" to acceptances of the
plan.  As a result, the class of preferred shareholders is now in
favor of WaMu's reorganization plan by the required majorities.
Absent the settlement, the Feb. 16 confirmation hearing for
approval of the plan presented WaMu with one of two choices.

WaMu could have confirmed the plan using cramdown, in which event
existing shareholders would receive nothing.  Or, WaMu could have
attempted to prove that those who voted "no" should have their
votes voided.

Under the settlement, the holders of trust-preferred securities
will share $18 million being provided by JPMorgan Chase & Co., in
substance giving them the treatment offered in a prior version of
the plan.

The Feb. 16 hearing was delayed while negotiations progressed.
The hearing was continued Feb. 17.

                      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.

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.

WaMu has filed a Seventh Amended Plan but is yet to obtain
approval of that plan.  The plan WaMu now seeks to confirm is
based on a global settlement intended to remove almost all
opposition to the reorganization and remedy defects the judge
identified in September.  The plan is designed to distribute
$7 billion.


WASHINGTON MUTUAL: Release for Stockholders Extended March 7
------------------------------------------------------------
Washington Mutual, Inc. and the Official Committee of Equity
Security Holders of Washington Mutual, Inc., in connection with
WMI's chapter 11 case and with respect to the Seventh Amended
Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the
United States Bankruptcy Code announced that Washington Mutual,
Inc. is extending the deadline for holders of WMI preferred and
common stock in Classes 19 and 22, respectively, to grant the
releases set forth in Section 41.6 of the Plan until March 7,
2012.

Pursuant to the order approving solicitation procedures for the
Plan, the Release Deadline for holders in WMI preferred and common
stock, in Classes 19 and 22, had originally been set as Feb. 28,
2012.

As previously recommended by the Company and the Equity Committee,
if you are a holder that holds WMI common or preferred stock
through a bank or broker, you should NOT send your ballot to the
Company's solicitation and tabulation agent, Kurtzman Carson
Consultants, LLC.  Rather, your ballot must be returned TO THE
BANK OR BROKER and NOT KCC.

If stockholders return ballots without having checked the box
opting out of granting the releases set forth in Section 41.6 of
the Plan in sufficient time to permit the bank or broker to
"block" the positions and return all ballots to KCC before the
Release Deadline, those stockholders will be entitled to receive a
distribution under the Plan.  DO NOT DELAY IN RETURNING YOUR
BALLOTS. Stockholders should allow enough lead time to make sure
ballots are received by the bank or broker well in advance of the
Release Deadline.  Stockholders who elect to not grant the
releases set forth in Section 41.6 of the Plan by checking the
"opt out" box on the ballot will NOT receive any distribution
under the Plan.

Again, note that, if you are a holder that holds WMI common or
preferred stock through a bank or broker, your ballot must be
returned TO THE BANK OR BROKER and NOT KCC.

Holders of WMI preferred and common stock are urged to contact KCC
if they have any questions or need electronic access to a voting
ballot.  Similarly, banks and brokers that are voting nominees of
beneficial owners of WMI preferred and common stock are urged to
contact KCC if they have any questions.

                      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.


WAVE2WAVE COMMUNICATIONS: Files for Bankruptcy Protection
---------------------------------------------------------
Wave2Wave Communications Inc., a provider of voice and data
services to businesses, filed for bankruptcy (Bankr. D. N.J. Case
No. 12-13896) on Feb. 17.

Wave2Wave, which estimated up to $100 million assets and debts,
says it sought Chapter 11 protection, after access provider
Verizon Communications Inc. threatened to cut off its service.

"In light of the company's current financial condition and the
threat of Verizon entities to terminate service," bankruptcy is in
the company's best interest, Chairman Steven Asman said in the
filing.

Affiliates RNK Inc. and RNK VA LLC also filed petitions.
Wave2Wave was founded in 1999, the company said in November.

According to the docket, incomplete filings, including the
schedule of assets and liabilities and the list of all creditors,
are due March 2, 2012.

A status conference is scheduled for April 16, 2012 at 2:00 p.m.


WAVE2WAVE COMMUNICATIONS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Wave2Wave Communications, Inc.
        Continental Plaza, 6th Floor
        433 Hackensack Avenue
        Hackensack, NJ 07601

Bankruptcy Case No.: 12-13896

Chapter 11 Petition Date: February 17, 2012

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

Judge: Donald H. Steckroth

Debtor's Counsel: Michael D. Sirota, Esq.
                  COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A.
                  25 Main Street
                  Hackensack, NJ 07601
                  Tel: (201) 489-3000
                  E-mail: msirota@coleschotz.com

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

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

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

The petition was signed by Steven Asman, president & chairman of
the board.

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                        Case No.
        ------                        --------
RNK, Inc                              12-13899
RNK VA, LLC                           12-13900

WEST CORP: Reports $127.5 Million Net Income in 2011
----------------------------------------------------
West Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K reporting net income of
$127.49 million on $2.49 billion of revenue for the year ended
Dec. 31, 2011, compared with net income of $60.30 million on $2.38
billion of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $3.22 billion
in total assets, $4.12 billion in total liabilities and a $896.41
million total stockholders' deficit.

                        Bankruptcy Warning

The Company said that if it cannot make scheduled payments on its
debt, it will be in default and, as a result:

  -- its debt holders could declare all outstanding principal and
     interest to be due and payable;

  -- the lenders under its senior secured credit facilities could
     terminate their commitments to lend the Company money and
     foreclose against the assets securing the Company's
     borrowings; and

  -- it could be forced into bankruptcy or liquidation.

As of Dec. 31, 2011, the Company had a negative net worth of
$896.4 million.  The Company's negative net worth primarily
resulted from the incurrence of indebtedness to finance its
recapitalization in 2006.

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

                        http://is.gd/6IiPJy

                       About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.

Deloitte & Touche LLP, in Omaha, Nebraska, expressed an
unqualified opinion on the Company's Annual Report for the year
ended Dec. 31, 2010.  In the auditor's opinion, the information
set forth in the accompanying condensed consolidated balance sheet
as of Dec. 31, 2010, is fairly stated, in all material respects,
in relation to the consolidated balance sheet from which it has
been derived.

                           *     *     *

West Corp. carries a 'B2' corporate rating from Moody's and 'B+'
corporate rating from Standard & Poor's.

Moody's Investors Service upgraded the ratings on West
Corporation's existing senior secured term loan to Ba3 from B1 and
the rating on $650 million of existing senior notes due 2014 to B3
from Caa1 upon the closing of its recent refinancing transactions.
Concurrently, Moody's affirmed all other credit ratings including
the B2 Corporate Family Rating and B2 Probability of Default
Rating.  The rating outlook is stable.

Standard & Poor's Ratings Services assigned Omaha, Neb.-based
business process outsourcer West Corp.'s proposed $650 million
senior unsecured notes due 2019 its 'B' issue-level rating (one
notch lower than the 'B+' corporate credit rating on the company).
The recovery rating on this debt is '5', indicating S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.  The company will use proceeds from the proposed
transaction and some cash on the balance sheet to redeem its
$650 million 9.5% senior notes due 2014.


YELLOW MEDIA: S&P Lowers Corporate Credit Rating to 'B-'
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Montreal-based classified directory publisher
Yellow Media Inc. three notches to 'B-' from 'BB-'. "At the same
time, Standard & Poor's lowered its issue-level rating on the
company's senior unsecured debt to 'B-' (the same as the corporate
credit rating on Yellow Media) from 'BB-'. The recovery rating on
the debt is unchanged at '4', indicating our expectation of
average (30%-50%) recovery in the event of a default," S&P said.

"We also lowered our issue-level rating on Yellow Media's
subordinated debt to 'CCC' (two notches below the corporate credit
rating) from 'B'. The recovery rating on this debt is unchanged at
'6', indicating our expectation of negligible (0%-10%) recovery in
a default situation," S&P said.

"Separately, we lowered our Canada scale rating on the company's
preferred shares to 'C' from 'P-4 (Low)' following Yellow Media's
Feb. 9, 2012, announcement to suspend future dividends on all
preferred shares outstanding of the company. We expect to lower
the ratings on these securities to 'D' upon nonpayment of the
dividends on their respective payment dates," S&P said.

"Finally, we are keeping all our ratings on the company on
CreditWatch with negative implications where they were placed Dec.
5, 2011. At Dec. 31, 2011, the company had about C$1.8 billion of
debt and about C$732 million of preferred shares outstanding," S&P
said.

"The downgrade follows Yellow Media's weak operating performance
for the three months ended Dec. 31, 2011, which, combined with
several corporate actions the company announced on Feb. 9,
materially increase refinancing risk, in our opinion," said
Standard & Poor's credit analyst Madhav Hari.

"We also note that Yellow Media's limited financial flexibility to
invest in growth initiatives will affect its ability to increase
its online revenue more materially in the near term. While we
believe that the company should be able to generate meaningful
discretionary cash flow, at least in the next couple of years, we
note that internal cash flow might not be sufficient to fully
repay the sizable amount of debt maturing in the next couple of
years. Given arguably poor access to capital markets (as evidenced
by the price of the company's securities relative to book value),
we feel that Yellow Media will be challenged to refinance its debt
obligations," S&P said.

"The company remains on CreditWatch negative. This CreditWatch
placement indicates that we could either affirm or lower the
ratings on Yellow Media by one or more notches in the near future.
Standard & Poor's will likely resolve this CreditWatch once it has
had an opportunity to fully evaluate the measures company
management is taking to address refinancing risks," S&P said.


YELLOW MEDIA: DBRS Downgrades Issuer Rating to 'B'
--------------------------------------------------
DBRS has downgraded Yellow Media Inc.'s (Yellow Media or the
Company) Issuer Rating to B (high) from BB; its Medium-Term Notes
to B (high) from BB, with an RR4 recovery rating; its Exchangeable
Subordinated Debentures to B (low) from B (high), with an RR6
recovery rating; and its Cumulative Preferred Shares to Pfd-5
(low) from Pfd-4 (low).  The trend on all ratings remains
Negative.

DBRS notes that Yellow Media's unsecured debt continues to have
average recovery prospects (RR4; 30% to 50% expected recovery),
while its subordinated debt has poor recovery prospects (RR6; 0%
to 10% expected recovery) under a base case default/recovery
scenario.

This downgrade reflects recent actions taken by Yellow Media that
may indicate that its business transformation may take longer than
previously anticipated, while its debt maturities over the medium
term remain significant.  DBRS believes that this may greatly
restrict the Company's ability to handle its maturing debt by
means of internally generated free cash flow and, potentially, by
drawing on external sources.  DBRS notes that Yellow Media has
sizable and relatively steady debt maturities over the 2013 to
2016 time frame (during which 65% of its $1.8 billion total gross
debt at December 31, 2011, matures, or nearly 70% of its roughly
$2.0 billion of total gross debt on a pro forma basis to February
9, 2012).  DBRS believes that these factors are no longer
consistent with an Issuer Rating in the BB range.

In its Q4 2011 earnings statement released on February 9, 2012,
Yellow Media announced that it had: (1) formed a committee of the
board of directors to evaluate alternatives to refinance its
upcoming maturities; (2) drawn $239 million of its $250 million
revolving credit facility in Q1 2012; and (3) suspended the
dividend on its outstanding preferred shares, thereby saving
roughly $40 million in preferred dividends per year.

Yellow Media has indicated that its financing committee is
expected to evaluate a broad range of alternatives to refinance
its maturities in 2012 and beyond, with a goal of completing a
transaction (or transactions) within the current year.  While the
precise nature of this activity is not known at this stage, DBRS
notes that it would take a negative view of any transaction or
transactions leading to a compromise for the Company's existing
creditors.  DBRS also notes that drawing on its revolving credit
facility precludes Yellow Media from repurchasing up to $125
million of its 2013 debt maturities in the open market, as would
have been allowable under its September 2011 amended credit
agreement.

The Negative trend reflects the possibility that Yellow Media's
ratings could be further downgraded should the Company undertake
refinancing actions that would entail some form of compromise for
its existing creditors.  Additionally, DBRS remains concerned that
the digital transition may continue to take longer than currently
anticipated and could include (1) accelerated pressure on Yellow
Media's traditional print business while digital revenue continues
to grow but fails to compensate for print revenue pressure; and
(2) further pressure on liquidity and free cash flow, rendering it
insufficient to handle the Company's sizable upcoming debt
maturities.


YRC WORLDWIDE: Royal Bank Ceases to Hold 5% Equity Stake
--------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, The Royal Bank of Scotland Plc and its
affiliates disclosed that, as of Dec. 31, 2011, they beneficially
own 220,551 shares of common stock of YRC Worldwide Inc.
representing 3.22% of the shares outstanding. As previously
reported by the TCR on Dec. 2, 2011, Royal Bank disclosed
beneficial ownership of 129,419,814 common shares shares.  A full-
text copy of the amended filing is available for free at:

                        http://is.gd/7r0UlY

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

KPMG LLP's audit reports on the consolidated financial statements
of YRC Worldwide Inc. and subsidiaries for 2009 and 2010 each
contain an explanatory paragraph that states that the Company has
experienced significant declines in operations, cash flows and
liquidity and these conditions raise substantial doubt about the
Company's ability to continue as a going concern.

The Company also reported a net loss of $264.93 million on
$3.65 billion of operating revenue for the nine months ended Sept.
30, 2011, compared with a net loss of $346.89 million on $3.24
billion of operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $2.68
billion in total assets, $2.94 billion in total liabilities and a
$262.67 million total shareholders' deficit.

                          *     *     *

In January 2011, Standard & Poor's Ratings Services placed its
'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on
CreditWatch developing.  At the same time, S&P is withdrawing the
existing issue level ratings on Yellow Corp.'s senior unsecured
debt, given the negligible amounts outstanding.

"The ratings on Overland Park, Kan.-based YRCW reflect its near-
term liquidity challenges, meaningful off-balance-sheet contingent
obligations related to multiemployer pension plans, as well as its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Standard & Poor's credit analyst Anita
Ogbara.  "YRCW's substantial (albeit deteriorating) market
position in the less-than-truckload (LTL) sector, which has high
barriers to entry, partially offsets these characteristics.  We
characterize YRCW's business profile as weak, financial profile as
highly leveraged, and liquidity as weak."

In the Aug. 2, 2011, edition of the TCR, Moody's Investors Service
revised YRC Worldwide Inc.'s Probability of Default Rating ("PDR")
to Caa2\LD ("Limited Default") from Caa3 in recognition of the
agreed debt restructuring which will result in losses for certain
existing debt holders.  In a related action Moody's has raised
YRCW's Corporate Family Rating to Caa3 from Ca to reflect modest
but critical improvements in the company's credit profile that
should result from its recently-completed financial restructuring.
The positioning of YRCW's PDR at Caa2\LD reflects the completion
of an offer to exchange a substantial majority of the company's
outstanding credit facility debt for new senior secured credit
facilities, convertible unsecured notes, and preferred equity,
which was completed on July 22, 2011.

As reported by the TCR on May 5, 2011, Fitch Ratings downgraded
YRC's Issuer default rating to 'C' from 'CC'; Secured bank credit
facility rating downgraded to 'CCC/RR2' from 'B-/RR2'; and Senior
unsecured rating affirmed at 'C/RR6'.  In addition, Fitch has
removed YRCW's ratings from Rating Watch Negative.  Fitch said
that although it appears increasingly likely that the company will
successfully complete the restructuring, until the transactions
constituting the restructuring close, which is not anticipated
until late July 2011, there exists a potential for the transaction
to fail, in which case Fitch expects the company would be forced
to file for Chapter 11 bankruptcy protection.


YRC WORLDWIDE: Jeffrey Altman Discloses 15.3% Equity Stake
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Jeffrey A. Altman and his affiliates
disclosed that, as of Dec. 31, 2011, they beneficially own
164,470 shares of common stock, 742,330 shares of common stock
issuable upon conversion of $13,762,793 in aggregate principal
amount of Series B Notes and 301,374 shares of common stock
issuable either as Make-Whole shares or upon conversion of the PIK
Notes.  The amount beneficially owned by the reporting persons
represent 15.3% of the shares outstanding.  A full-text copy of
the filing is available at http://is.gd/tOTey6

                         About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

KPMG LLP's audit reports on the consolidated financial statements
of YRC Worldwide Inc. and subsidiaries for 2009 and 2010 each
contain an explanatory paragraph that states that the Company has
experienced significant declines in operations, cash flows and
liquidity and these conditions raise substantial doubt about the
Company's ability to continue as a going concern.

The Company also reported a net loss of $264.93 million on
$3.65 billion of operating revenue for the nine months ended Sept.
30, 2011, compared with a net loss of $346.89 million on $3.24
billion of operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $2.68
billion in total assets, $2.94 billion in total liabilities and a
$262.67 million total shareholders' deficit.

                          *     *     *

In January 2011, Standard & Poor's Ratings Services placed its
'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on
CreditWatch developing.  At the same time, S&P is withdrawing the
existing issue level ratings on Yellow Corp.'s senior unsecured
debt, given the negligible amounts outstanding.

"The ratings on Overland Park, Kan.-based YRCW reflect its near-
term liquidity challenges, meaningful off-balance-sheet contingent
obligations related to multiemployer pension plans, as well as its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Standard & Poor's credit analyst Anita
Ogbara.  "YRCW's substantial (albeit deteriorating) market
position in the less-than-truckload (LTL) sector, which has high
barriers to entry, partially offsets these characteristics.  We
characterize YRCW's business profile as weak, financial profile as
highly leveraged, and liquidity as weak."

In the Aug. 2, 2011, edition of the TCR, Moody's Investors Service
revised YRC Worldwide Inc.'s Probability of Default Rating ("PDR")
to Caa2\LD ("Limited Default") from Caa3 in recognition of the
agreed debt restructuring which will result in losses for certain
existing debt holders.  In a related action Moody's has raised
YRCW's Corporate Family Rating to Caa3 from Ca to reflect modest
but critical improvements in the company's credit profile that
should result from its recently-completed financial restructuring.
The positioning of YRCW's PDR at Caa2\LD reflects the completion
of an offer to exchange a substantial majority of the company's
outstanding credit facility debt for new senior secured credit
facilities, convertible unsecured notes, and preferred equity,
which was completed on July 22, 2011.

As reported by the TCR on May 5, 2011, Fitch Ratings downgraded
YRC's Issuer default rating to 'C' from 'CC'; Secured bank credit
facility rating downgraded to 'CCC/RR2' from 'B-/RR2'; and Senior
unsecured rating affirmed at 'C/RR6'.  In addition, Fitch has
removed YRCW's ratings from Rating Watch Negative.  Fitch said
that although it appears increasingly likely that the company will
successfully complete the restructuring, until the transactions
constituting the restructuring close, which is not anticipated
until late July 2011, there exists a potential for the transaction
to fail, in which case Fitch expects the company would be forced
to file for Chapter 11 bankruptcy protection.


YRC WORLDWIDE: Whitebox Discloses 6.6% Equity Stake
---------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Whitebox Advisors, LLC, and its affiliates disclosed
that, as of Dec. 31, 2011, they beneficially own 471,725 shares of
common stock of YRC Worldwide Incorporated representing 6.6% of
the shares outstanding.  A full-text copy of the filing is
available at http://is.gd/opK1Oj

                      About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

KPMG LLP's audit reports on the consolidated financial statements
of YRC Worldwide Inc. and subsidiaries for 2009 and 2010 each
contain an explanatory paragraph that states that the Company has
experienced significant declines in operations, cash flows and
liquidity and these conditions raise substantial doubt about the
Company's ability to continue as a going concern.

The Company also reported a net loss of $264.93 million on
$3.65 billion of operating revenue for the nine months ended Sept.
30, 2011, compared with a net loss of $346.89 million on $3.24
billion of operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $2.68
billion in total assets, $2.94 billion in total liabilities and a
$262.67 million total shareholders' deficit.

                          *     *     *

In January 2011, Standard & Poor's Ratings Services placed its
'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on
CreditWatch developing.  At the same time, S&P is withdrawing the
existing issue level ratings on Yellow Corp.'s senior unsecured
debt, given the negligible amounts outstanding.

"The ratings on Overland Park, Kan.-based YRCW reflect its near-
term liquidity challenges, meaningful off-balance-sheet contingent
obligations related to multiemployer pension plans, as well as its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Standard & Poor's credit analyst Anita
Ogbara.  "YRCW's substantial (albeit deteriorating) market
position in the less-than-truckload (LTL) sector, which has high
barriers to entry, partially offsets these characteristics.  We
characterize YRCW's business profile as weak, financial profile as
highly leveraged, and liquidity as weak."

In the Aug. 2, 2011, edition of the TCR, Moody's Investors Service
revised YRC Worldwide Inc.'s Probability of Default Rating ("PDR")
to Caa2\LD ("Limited Default") from Caa3 in recognition of the
agreed debt restructuring which will result in losses for certain
existing debt holders.  In a related action Moody's has raised
YRCW's Corporate Family Rating to Caa3 from Ca to reflect modest
but critical improvements in the company's credit profile that
should result from its recently-completed financial restructuring.
The positioning of YRCW's PDR at Caa2\LD reflects the completion
of an offer to exchange a substantial majority of the company's
outstanding credit facility debt for new senior secured credit
facilities, convertible unsecured notes, and preferred equity,
which was completed on July 22, 2011.

As reported by the TCR on May 5, 2011, Fitch Ratings downgraded
YRC's Issuer default rating to 'C' from 'CC'; Secured bank credit
facility rating downgraded to 'CCC/RR2' from 'B-/RR2'; and Senior
unsecured rating affirmed at 'C/RR6'.  In addition, Fitch has
removed YRCW's ratings from Rating Watch Negative.  Fitch said
that although it appears increasingly likely that the company will
successfully complete the restructuring, until the transactions
constituting the restructuring close, which is not anticipated
until late July 2011, there exists a potential for the transaction
to fail, in which case Fitch expects the company would be forced
to file for Chapter 11 bankruptcy protection.


ZALE CORP: Dimensional Fund Discloses 7.5% Equity Stake
-------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Dimensional Fund Advisors LP disclosed that,
as of Dec. 31, 2011, it beneficially owns 2,414,259 shares of
common stock of Zale Corp representing 7.5% of the shares
outstanding.

                       About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online.  Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

As reported by the Troubled Company Reporter on February 10, 2010,
The Deal.com's Sara Behunek reported that analysts said bankruptcy
looms for Zale if it fails to restructure its debt and put in
place a solid merchandising strategy.

The Company reported a net loss of $112.30 million on
$1.74 billion of revenue for the year ended July 31, 2011,
compared with a net loss of $93.67 million on $1.61 billion of
revenue during the prior year.

The Company's balance sheet at Oct. 31, 2011, showed $1.31 billion
in total assets, $1.14 billion in total liabilities and $173.51
million total stockholders' investment.


* Bankrupt Can't Keep Extra Income If 401(k) Loan Paid
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Cincinnati ruled that
when an individual in Chapter 13 finishes paying off a 401(k)
loan, the extra income must be used for payments to creditors and
can't be contributed to the savings plan.  The case is Seafort v.
Burden (In re Seafort), 10-6248, 6th U.S. Circuit Court of Appeals
(Cincinnati). The case in the appellate panel was Burden v.
Seafort (In re Seafort), 09-8062, Bankruptcy Appellate Panel for
the 6th Circuit (Cincinnati).


* Technical Defects Require Dismissing Proof of Claim
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Mary Ann Vail Lemmon in New
Orleans wrote in a Jan. 26 opinion that a credit card lender's
failure to attach a copy of the agreement to the proof of claim
meant the claim should have been dismissed, U.S. District Judge
Mary Ann Vail Lemmon in New Orleans wrote in a Jan. 26 opinion.
The case is In re Lytell, 11-2473, U.S. District Court, Eastern
District of Louisiana (New Orleans).


* 11th Circuit Takes Middle Ground on Fraud Discharge
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Atlanta came down in the
middle on a question dividing appeals courts when it comes to a
definition of fraud or defalcation in a fiduciary capacity under
Section 523(a)(4) of the Bankruptcy Code.  The opinion on Feb. 14,
written by District Judge Susan C. Bucklew sitting by designation
on the appeals court, explained how the circuit courts are split
three ways on the issue.   The case is Bullock v. BackChampaign
(In re Bullock), 11-11686, 11th U.S. Circuit Court of Appeals
(Atlanta).


* S&P: Global Corporate Defaults Total 16 So Far In 2012
--------------------------------------------------------
Two corporate issuers defaulted during the week, raising the 2012
global tally to 16, said an article published Feb. 16 by Standard
& Poor's Global Fixed Income Research, titled "Global Corporate
Default Update (Feb. 9 - 15, 2012)."

The first default occurred after Indonesian shipping company, PT
Berlian Laju Tanker Tbk., failed to make lease payments to at
least one company and announced that it would cease payments on
all of its debt and lease obligations.  The second default
occurred after U.S.-based retailer, DirectBuy Holdings Inc.,
failed to make an interest payment on its $335 million senior
secured notes.

So far this year, missed payments accounted for six defaults,
bankruptcy filings accounted for three, distressed exchanges were
responsible for two, and three defaulters were confidential. Of
the remaining defaults, one was due to a notice of acceleration by
the issuer's lender and the other was due to the company's
placement under regulatory supervision.


* S&P Goes 'Negative' on CME From MF Global Fallout
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that this month, Standard & Poor's downgraded CME Group
Inc. and imposed a negative outlook for the owner of the world's
largest futures exchanges, citing the "potential legal,
regulatory, and reputational fall-out" from the bankruptcy of MF
Global Inc., the liquidating commodity broker where $1.2 billion
in customer property is missing.  S&P lowered the long-term issuer
rating by one grade to AA-.  The rating on the $612.5 million in
4.4 percent notes due 2018 also was lowered to AA-.

Although the MF Global bankruptcy prompted CME to provide $650
million in protection for present and future failures by clearing
members, S&P said the exposure didn't represent "significant
financial risk."

In November, Chicago-based CME provided a $550 million guarantee
for MF Global customers. This month, it created a $100 million
program to protect family farmers and ranchers who hedge crops
through CME member firms.


* Mitt Romney Steps Up Criticism of GM, Chrysler Bailouts
---------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that former
Massachusetts Gov. Mitt Romney, under increasing pressure from
rival Rick Santorum, escalated his campaign to win Michigan's
Republican primary by taking on the state's powerful auto union
and reigniting debate over the federal bailouts of two Detroit
auto makers.


* BOND PRICING -- For Week From Feb. 13 to 17, 2012
---------------------------------------------------

  Company           Coupon   Maturity Bid Price
  -------           ------   -------- ---------
AMBAC INC            9.375   8/1/2011   9.500
AMBAC INC            9.500  2/15/2021  11.000
AMBAC INC            7.500   5/1/2023  14.140
AMBAC INC            6.150   2/7/2087   1.000
AES EASTERN ENER     9.000   1/2/2017  29.000
AGY HOLDING COR     11.000 11/15/2014  29.956
AHERN RENTALS        9.250  8/15/2013  40.090
ALION SCIENCE       10.250   2/1/2015  58.440
AMER GENL FIN        5.200  5/15/2012  92.883
AMR CORP             9.200  1/30/2012  26.250
AMR CORP             9.000   8/1/2012  28.000
AM AIRLN PT TRST    10.180   1/2/2013  67.000
AMR CORP             6.250 10/15/2014  30.000
AMR CORP            10.200  3/15/2020  25.951
AMR CORP            10.150  5/15/2020  20.000
AMR CORP             9.880  6/15/2020  26.000
AMR CORP            10.290   3/8/2021  19.100
AMR CORP            10.550  3/12/2021  26.200
AMR CORP            10.000  4/15/2021  26.000
AMR CORP            10.125   6/1/2021  15.500
AMR CORP             9.750  8/15/2021  28.500
AMERICAN ORIENT      5.000  7/15/2015  43.181
BBY-CALL02/12        2.250  1/15/2022  95.542
BROADVIEW NETWRK    11.375   9/1/2012  85.000
BANKUNITED FINL      3.125   3/1/2034   7.125
BLOCKBUSTER INC     11.750  10/1/2014   1.625
BON-TON DEPT STR    10.250  3/15/2014  63.000
BON-TON DEPT STR    10.250  3/15/2014  62.000
CALIF BAPTIST        7.600 11/15/2012  20.000
CALIF BAPTIST        7.900 11/15/2017  20.000
DIRECTBUY HLDG      12.000   2/1/2017  23.000
DELTA PETROLEUM      3.750   5/1/2037  65.000
EDDIE BAUER HLDG     5.250   4/1/2014   6.750
EASTMAN KODAK CO     7.250 11/15/2013  27.975
EASTMAN KODAK CO     7.000   4/1/2017  26.125
EASTMAN KODAK CO     9.950   7/1/2018  29.750
EASTMAN KODAK CO     9.200   6/1/2021  24.850
ENERGY CONVERS       3.000  6/15/2013  49.750
EVERGREEN SOLAR     13.000  4/15/2015  47.500
EVERGREEN SOLAR      4.000  7/15/2020   0.250
FAIRPOINT COMMUN    13.125   4/2/2018   4.950
FIBERTOWER CORP      9.000 11/15/2012  15.250
GREAT ATLA & PAC     5.125  6/15/2011   1.450
GREAT ATLANTIC       9.125 12/15/2011   1.000
GLB AVTN HLDG IN    14.000  8/15/2013  28.500
GMX RESOURCES        5.000   2/1/2013  60.510
GMX RESOURCES        5.000   2/1/2013  61.000
GLOBALSTAR INC       5.750   4/1/2028  50.250
HAWKER BEECHCRAF     8.500   4/1/2015  22.500
HAWKER BEECHCRAF     9.750   4/1/2017   6.500
HEWLETT-PACK CO      4.250  2/24/2012 100.010
ELEC DATA SYSTEM     3.875  7/15/2023  93.060
LEHMAN BROS HLDG     6.000  7/19/2012  26.875
LEHMAN BROS HLDG     5.000  1/22/2013  24.938
LEHMAN BROS HLDG     5.625  1/24/2013  27.000
LEHMAN BROS HLDG     5.100  1/28/2013  25.630
LEHMAN BROS HLDG     5.000  2/11/2013  26.500
LEHMAN BROS HLDG     4.800  2/27/2013  26.000
LEHMAN BROS HLDG     4.700   3/6/2013  25.000
LEHMAN BROS HLDG     5.000  3/27/2013  26.500
LEHMAN BROS HLDG     5.750  5/17/2013  26.750
LEHMAN BROS HLDG     4.800  3/13/2014  25.250
LEHMAN BROS HLDG     5.000   8/3/2014  24.000
LEHMAN BROS HLDG     6.200  9/26/2014  26.300
LEHMAN BROS HLDG     5.150   2/4/2015  25.500
LEHMAN BROS HLDG     5.250  2/11/2015  26.000
LEHMAN BROS HLDG     8.800   3/1/2015  25.625
LEHMAN BROS HLDG     7.000  6/26/2015  24.000
LEHMAN BROS HLDG     8.500   8/1/2015  25.625
LEHMAN BROS HLDG     5.000   8/5/2015  25.630
LEHMAN BROS HLDG     7.000 12/18/2015  26.000
LEHMAN BROS HLDG     5.500   4/4/2016  26.011
LEHMAN BROS HLDG     8.920  2/16/2017  26.000
LEHMAN BROS HLDG    11.000  6/22/2022  25.750
LEHMAN BROS HLDG    11.000  7/18/2022  26.500
LEHMAN BROS HLDG    11.500  9/26/2022  25.750
LEHMAN BROS HLDG     9.500  2/27/2023  24.750
LEHMAN BROS HLDG    10.000  3/13/2023  25.000
LEHMAN BROS HLDG    10.375  5/24/2024  24.750
LEHMAN BROS INC      7.500   8/1/2026   3.000
LEHMAN BROS HLDG    11.000  3/17/2028  26.250
LOCAL INSIGHT       11.000  12/1/2017   0.501
LIFECARE HOLDING     9.250  8/15/2013  81.154
MASHANTUCKET PEQ     8.500 11/15/2015   5.025
MF GLOBAL HLDGS      6.250   8/8/2016  34.500
MF GLOBAL LTD        9.000  6/20/2038  34.000
MANNKIND CORP        3.750 12/15/2013  60.750
PMI GROUP INC        6.000  9/15/2016  22.000
PMI CAPITAL I        8.309   2/1/2027   0.563
PENSON WORLDWIDE     8.000   6/1/2014  42.228
POWERWAVE TECH       3.875  10/1/2027  40.311
POWERWAVE TECH       3.875  10/1/2027  39.000
REDDY ICE CORP      13.250  11/1/2015  41.631
REAL MEX RESTAUR    14.000   1/1/2013  47.000
RESIDENTIAL CAP      6.500   6/1/2012  89.000
RESIDENTIAL CAP      6.500  4/17/2013  58.000
THORNBURG MTG        8.000  5/15/2013  10.250
TOUSA INC            9.000   7/1/2010  13.000
TOUSA INC            9.000   7/1/2010  12.967
TDS INVESTOR         9.875   9/1/2014  55.625
TRAVELPORT LLC      11.875   9/1/2016  32.120
TRAVELPORT LLC      11.875   9/1/2016  29.500
TIMES MIRROR CO      7.250   3/1/2013  40.900
MOHEGAN TRIBAL       8.000   4/1/2012  85.500
MOHEGAN TRIBAL       7.125  8/15/2014  57.875
TEXAS COMP/TCEH     10.250  11/1/2015  28.000
TEXAS COMP/TCEH     10.250  11/1/2015  30.700
TEXAS COMP/TCEH     10.250  11/1/2015  29.000
VERENIUM CORP        5.500   4/1/2027  94.749
VERENIUM CORP        5.500   4/1/2027  95.250
VERSO PAPER         11.375   8/1/2016  43.540
WILLIAM LYONS        7.625 12/15/2012  30.000
WILLIAM LYON INC    10.750   4/1/2013  27.800
WILLIAM LYON INC     7.500  2/15/2014  26.600



                           *********

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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