TCR_Public/120221.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, February 21, 2012, Vol. 16, No. 51

                            Headlines

701 MARIPOSA: Case Summary & 12 Largest Unsecured Creditors
99 CENTS: S&P Assigns 'B' Corporate Credit Rating
ALCOA INC: Fitch Affirms Rating on Preferred Stock at 'BB'
ALESCO PREFERRED: Moody's Lifts Rating on Class A-2 Notes to Ba1
ALLIANT TECHSYSTEMS: Fitch Lifts Issuer Default Ratings to 'BB+'

AMBAC FINANCIAL: Plan Voting Extended to Feb. 29 Amid IRS Talks
AMBAC FINANCIAL: Panel Says Changes to Plan Docs. Only Technical
AMBAC FINANCIAL: AAC Seeks $4.1MM from Hercules City Agency
AMBAC FINANCIAL: Files Amendment to Benefit Plans Prospectus
AMERICAN AIRLINES: U.S. Bank Wants Payment for Use of Planes

AMERICAN AIRLINES: Wilmington Trust Wants Adeq. Protection
AMERICAN AIRLINES: CEO to Weigh Acquisitions After Ch. 11 Exit
AMERICAN AIRLINES: Hearing on Weil Gotshal Hiring on Feb. 29
AMERICAN AIRLINES: Court Approved Groom on Interim
AMERICAN AIRLINES: Interim Order on Bain as AEA Consultant Entered

AMERICAN LASER: Debtor Changes Name to CLA Holdings
AMERIGAS PARTNERS: Fitch Affirms 'BB' IDR'; Outlook Negative
ANTS SOFTWARE: Fletcher Asset Discloses 9.6% Equity Stake
ARKANOVA ENERGY: Reports $5.3-Mil. Profit in Fiscal Q4
ARCADIA RESOURCES: Delays Form 10-Q for Dec. 31 Quarter

ATLANTIC & PACIFIC: Judge Sets Feb. 27 Plan Confirmation Hearing
ATTACHMATE GROUP: Moody's Retains 'B2' Corporate Family Rating
AURASOUND INC: Reports $122,000 Net Income in Dec. 31 Quarter
AVENUE BAR: Judge Weissbrodt Converts Case to Chapter 7
AVION POINT: Combined Plan Hearing Scheduled for April 4

BARNWELL COUNTY: Wants Until March 19 to Propose Chapter 11 Plan
BATAVIA NURSING: Cyganowski Appointed as New Director
BERNARD L. MADOFF: Picard Has Billed $273MM in Fees
BERNARD L. MADOFF: Judge OKs Rye Portfolio $400MM Settlement
BEYOND OBLIVION: Judge Approves DIP Financing Plan

BORDERS GROUP: Reaches Accord With Ex-Worker Class Over Layoffs
BOWLES SUB: Plan Outline Hearing Continued Until April 4
BROOKSIDE INN: Case Summary & 2 Largest Unsecured Creditors
BUFFETS RESTAURANTS: Can Hire Paul Weiss as Attorney
CAESARS ENTERTAINMENT: Debt Trades at 13% Off in Secondary Market

CALDWELL THEATRE: Faces Chapter 11 Bankruptcy Amid Foreclosure
CALYPTE BIOMEDICAL: Michael Roth Discloses 8.5% Equity Stake
CATHOLIC CHURCH: 500 Victims File Claims vs. Milwaukee Archdiocese
CATHOLIC CHURCH: Milwaukee Opposes Three Abuse Survivors' Claims
CATHOLIC CHURCH: Wilm. Settlement Trustee Says Order Complied

CATHOLIC CHURCH: 2 Former Priests in Wilmington Ask for TRO
CATHOLIC CHURCH: Wilm. Files Post-Confirmation Report for Dec. 31
CDC CORP: Security Holders Object to Unit's Shares Sale
CHEMTURA CORP: S&P Affirms 'BB-' Rating on $455MM Senior Notes
CHRIST HOSPITAL: CHA Proposes to Acquire Hospital for $104 Million

CHRYSLER GROUP: Pulls $3.5-Bil. Energy Department Loan Request
CIMA LLC: Hires Alford, Clausen & McDonald as Special Counsel
CIMA LLC: Court OKs Ronald F. Suber as Local Counsel
CIMA LLC: Files Amended Schedules of Assets and Liabilities
CINRAM INTERNATIONAL: Moody's Downgrades CFR to 'Caa3'

CIRCUS AND ELDORADO: Owner Cancels Public Debt Offering
CIT GROUP: Moody's Raises Corporate Family Rating to 'B1'
CLARE OAKS: Final Hearing on DIP Financing Set for March 6
CLEAR CHANNEL: Bank Debt Trades at 20% Off in Secondary Market
COMPREHENSIVE CARE: Lloyd Miller Discloses 8.4% Equity Stake

COMPREHENSIVE CARE: Michael Marcus Discloses 2.4% Equity Stake
COMPREHENSIVE CARE: Joshua Smith Discloses 7.3% Equity Stake
COMPREHENSIVE CARE: Benjamin West Discloses 6.8% Equity Stake
CONVERTED ORGANICS: Bank of America Discloses 9.6% Equity Stake
COOPER-STANDARD: S&P Upgrades Corporate Credit Rating to 'BB-'

CORD BLOOD: Ironridge, et al., Cease to Hold 5% Equity Stake
CROSS BORDER: Lazarus Investment Discloses 7.5% Equity Stake
DEEL LLC: Court Ordered the Closing of Non-Lead Debtors' Cases
DEX MEDIA EAST: Bank Debt Trades at 53% Off in Secondary Market
DEX MEDIA WEST: Bank Debt Trades at 43% Off in Secondary Market

DIRECT BUY: Moody's Lowers Corporate Family Rating to 'Ca'
DOT VN: Adam Benowitz Discloses 9.9% Equity Stake
DOWNEY REGIONAL: City Council to Consider Financial Deal
DOUGLASS INDUSTRIES: Files for Chapter 11 Bankruptcy Protection
DYNEGY INC: Examiner Okayed to Issue Subpoenas to Third Parties

DYNEGY INC: Wins Final Approval to Pay Critical Vendors
DYNEGY INC: Has No Controlling Interest in Debtors
DYNEGY INC: Has $2.45-Bil. Current Deficit as of Sept. 30
EADS LLC: Case Summary & 8 Largest Unsecured Creditors
EASTMAN KODAK: Judge Says Tax Impact Slight Under Bankruptcy

EASTMAN KODAK: Holzer Mulls Potential Securities Fraud Case
EASTMAN KODAK: Proposes James A. Mesterharm as CRO
EASTMAN KODAK: Taps FTI for Transitional Services
EMISPHERE TECHNOLOGIES: Bai Feng Discloses 9.8% Equity Stake
ENCINO CORPORATE: Access to Cash Collateral Until March 31

ENRON CORP: ECRC's 28th Post-Confirmation Status Report
ENRON CORP: ECRC's 29th Post-Confirmation Status Report
ENRON CORP: Court Awards $7,000 for John Hancock's Fees
EVERGREEN SOLAR: Sues Chinese Joint Venture Partner
EVERGREEN SOLAR: Ameriprise No Longer A 5% Shareholder

EVERGREEN SOLAR: Aristeia No Longer a Substantial Shareholder
EXECUTIVE CENTER: Case Summary & 20 Largest Unsecured Creditors
F & P LLC: Voluntary Chapter 11 Case Summary
FANNIE MAE: Should Embrace Loan Forgiveness, HUD's Donovan Says
FENTON SUB: Plan Outline Hearing Continued Until April 4

FIRST AUTOMOTIVE: Case Summary & 12 Largest Unsecured Creditors
FIRST FEDERAL: Dimensional Fund Equity Stake Down to 1.61%
FIRST FEDERAL: First Manhattan No Longer Has Any Shares
FLASH CARRIER: Case Summary & 4 Largest Unsecured Creditors
FOOT LOCKER: Moody's Says Share Repurchase No Impact on Ba3 CFR

FORSMAN INC: Case Summary & 20 Largest Unsecured Creditors
FREESCALE SEMICONDUCTORS: Moody's Rates New Term Loan at 'B1'
FREESCALE SEMICON: Fitch Rates $500-Mil. Sr. Notes at 'B-'
G.L. & ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors
GATEHOUSE MEDIA: Bank Debt Trades at 73% Off in Secondary Market

GENERAL MARITIME: Plan Outline Hearing Scheduled for Feb. 28
GENERAL MARITIME: Rights Offering Record Date Changed to Feb. 24
GHOST TOWN: Alaska Presley Offers $1.5 Million at Auction
GLOBAL AVIATION: Creditors Reveal Individual Stakes in Firm
GOLF RESORT: Case Summary & 19 Largest Unsecured Creditors

GOODYEAR TIRE: Fitch Affirms Issuer Default Rating at 'B+'
GREAT PLAINS: Seeks to Employ Walthall Drake as Accountants
GREAT PLAINS: Quinn Buseck Steps Down as Receiver's Counsel
GREAT PLAINS: Has Until March 26 to File Schedules
HAWKER BEECHCRAFT: Bank Debt Trades at 26% Off in Secondary Market

HAWKER BEECHCRAFT: Bank Debt Trades at 21% Off in Secondary Market
HCA HOLDINGS: Bank of America Discloses 62.2% Equity Stake
HCA HOLDINGS: KKR Millennium Discloses 62.2% Equity Stake
HYLAND SOFTWARE: S&P Affirms 'B+' Corporate Credit Rating
INNER CITY: Asset Sale Used to Dodge $31MM Tax Bill, Feds Allege

ISAACSON STRUCTURAL: Hearing on Cash Collateral Use Set Today
JACKSON GREEN: Adequate Protection Deal Extended Until March 14
JACKSON GREEN: Cash Collateral Hearing Rescheduled to March 14
JASPERS ENTERPRISES: Wants to Use Red Roof Inn Revenues
JASPERS ENTERPRISES: Has Interim OK to Hire Desai Eggmann

JASPERS ENTERPRISES: Sec. 341 Creditors' Meeting Set for March 13
JMC STEEL: S&P Raises Corporate Credit Rating to 'B+'
JOY GLOBAL: Moody's Issues Summary Credit Opinion
KAUFMAN BROS: Files for Bankruptcy to Liquidate
KENTUCKIANA MEDICAL: Granger to Invest $1.5 Million in Hospital

KENTUCKIANA MEDICAL: Clarksville Town Balks at Lease Deal
KLN STEEL: Sues to Recover $2.3-Mil. from Saltgrass, et al.
LEE COUNTY: Case Summary & 20 Largest Unsecured Creditors
LEHMAN BROTHERS: Sues Citibank for $2.5 Billion
LEHMAN BROTHERS: Disputed Claims Reserve Bid Has Objections

LEHMAN BROTHERS: Insists on $65.6MM Estimate of Swiss Unit Claim
LEHMAN BROTHERS: Closes $1.325-Bil. Archstone Deal
LEHMAN BROTHERS: Wins Nod to Settle JPMorgan Funds' Claim
LEHMAN BROTHERS: Settles Dispute Over $7.5-Mil. Fee Claim
LEHMAN BROTHERS: LBI Claims Dispute Pushes Back Payback Estimate

LENNAR CORP: Moody's Raises Corporate Family Rating to 'B1'
LEXINGTON ROAD: Gets Court Approval to Use Emergency Funds
LEXINGTON ROAD: Files Schedules of Assets and Liabilities
LIGHTSQUARED INC: Said to Hire Moelis; Falcone Denies Bankruptcy
LRB REALTY: Case Summary & 5 Largest Unsecured Creditors

LSP ENERGY: Taps Epiq as Claims and Noticing Agent
MARKET 52: Files for Bankruptcy, Plans to Hold Section 363 Sale
MAUI LAND: ValueWorks Discloses 7.1% Equity Stake
MBIA INC: Bank of America Seeks to Block CEO's Deposition in Suit
METHANEX CORP: Moody's Affirms Ba1 Corporate Family Rating

MOHEGAN TRIBAL: Exchange Offers to Expire Tomorrow
MOUNTAIN COUNTRY: Involuntary Chapter 11 Case Summary
NATIONAL CENTURY: JPM Opposes Ex-CEO's Access to Documents
NATIONAL CENTURY: CSFB Trustee to Make Distributions March 12
NATIONAL CENTURY: VI/XII Trust's Report for Dec. 31 Quarter

NATIONAL CENTURY: UAT's Report for Dec. 31 Quarter
NATIONAL RETAIL: Fitch Assigns 'BB+' Rating to Preferred Stock
NORTHERN BERKSHIRE: Plan Confirmation Hearing Slated for April 2
OILSANDS QUEST: Wins Alberta Court Nod of C$3.75-Mil. DIP Loan
PEAK BROADCASTING: Rabobank Wants Court to Disallow Plan Votes

PHOENIX FOOTWEAR: Dimensional Fund No Longer Owns Shares
PIEDMONT CENTER: Trustee Wants to Employ Nelson as Accountant
PROSPECT STUDIOS: Case Summary & 20 Largest Unsecured Creditors
PURSELL HOLDINGS: Wins Court Approval of Reorganization Plan
QUALITY DISTRIBUTION: Teton Cuts Equity Stake to 1.9%

QUALITY DISTRIBUTION: Wellington Holds 6.6% Equity Stake
QUANTUM FUEL: Capital Ventures Ceases to Hold 5% Equity Stake
QUANTUM FUEL: Alphabet Partners Discloses 9.7% Equity Stake
RCR PLUMBING: Wants Decision on Leases Extended for 90 Days
R.E. LOANS: Wells Fargo Paid in Full Through Exit Facility

REAL MEX: Court Approves Imperial Capital as Financial Advisor
REAL MEX: Johnson Associates Approved as Compensation Advisor
REALOGY CORP: Bank Debt Trades at 7% Off in Secondary Market
RED EAGLE: Taps Matrix to Sell 17 Gas Stations
SAN PASQUAL CASINO: S&P Withdraws 'BB-' Issuer Credit Rating

SCHOMAC GROUP: Plan Exclusivity Expires March 31
SEARCHMEDIA HOLDINGS: Christian Leone Holds 6.3% Equity Stake
SEQUENOM INC: RA Capital Discloses 4.1% Equity Stake
SEQUENOM INC: Samuel Isaly Discloses 6.8% Equity Stake
SNOKIST GROWERS: Keybank et al., Want Trustee Motion Resolved

SOLYNDRA LLC: Slams Ex-Workers' Bid to Nix Lender Protections
SOLYNDRA LLC: Taps Jones Lang to Market Fremont, Calif. Property
SPANISH BROADCASTING: Caspian Owns 4.1% of Class A Shares
STOCKDALE TOWER: Hires Foley Bezek as Special Counsel
SUMMER VIEW: Promises to Pay Creditors in Full, in Installments

SUNGARD DATA: S&P Affirms 'B+' Corporate Credit Rating
SUPERIOR PROPERTY: Wellman & Warren OK'd as Litigation Counsel
SUPERIOR PROPERTY: Lender Dispute Resolved, Wants Case Dismissal
SUPERIOR PROPERTY: Taps Kogan Law Successor Counsel to Ervin Cohen
SWIFT TRANSPORTATION: Moody's Affirms 'B2' Corp. Family Rating

TAS PROPERTIES: Dade County Back Taxes to Be Paid in March
TASTY BAKING: Dimensional Ceases to Own Shares
TELLICO LANDING: Judge Approves Heritage Solutions DIP Loan
TEMBEC INDUSTRIES: Moody's Affirms 'B3' Corporate Family Rating
TERRESTAR NETWORKS: Judge Lane Approves Chapter 11 Plan

THOMSON WORLEY: Case Summary & 6 Largest Unsecured Creditors
TIGRENT INC: Lazarus Investment Discloses 7.2% Equity Stake
TOWN CENTER: Hearing on Adequacy of Plan Outline Set for March 5
TOWN CENTER: Renews Motion to Value Collateral at $43.4 Million
TRANSUNION CORP: S&P Affirms 'B+' Corporate Credit Rating

TRAVELPORT INC: Bank Debt Trades at 16% Off in Secondary Market
TSC GLOBAL: Rosner Law Firm, Outten & Golden Launch Class Suit
TSC GLOBAL: Court Jointly Administers Bankruptcy Cases
TXU CORP: Bank Debt Trades at 44% Off in Secondary Market
UAL CORP: Appeals Court Orders Remand Of Dominguez Suit

UAL CORP: Hawaii Court Affirms Denial of Kuehu Disability Claims
VALENCE TECHNOLOGY: ClearBridge Discloses 5.8% Equity Stake
VILLA D'ESTE: Court Disapproves Elaine D. Estingoff as Counsel
VILLA D'ESTE: Chapter 11 Case Dismissed, to Pay $975 Unpaid Fees
VITESSE SEMICONDUCTOR: Aristeia Discloses 5.7% Equity Stake

VITESSE SEMICONDUCTOR: Whitebox Advisors Holds 9.9% Equity Stake
WEIGHT WATCHERS: S&P Affirms 'BB' Corporate Credit Rating
WESTSIDE MEDICAL: Committee Taps Irell & Manella as Counsel
WESTSIDE MEDICAL: Plan Outline Hearing Continued Until Feb. 23
WHITE KNOLL VENTURE: Hires Fredman Knupfer as Bankruptcy Counsel

WHITE KNOLL VENTURE: Sec. 341 Creditors' Meeting Set for March 15
WHITESTONE HOUSTON: Montgomery County Lot to Be Auctioned
WHITTON CORP: Collateral Valuation Hearing Continued Until March 7
WOODRIDGE VILLAS: Case Summary & 20 Largest Unsecured Creditors
W.R. GRACE: Proposes to Settle Otis Pipeline Disputes

W.R. GRACE: Offers $19.5-Mil. Medical Trust for Libby Claimants
W.R. GRACE: Renews Application to Hire PwC as Accountants
YELLOWSTONE MOUNTAIN: Founder Sues Cushman, Credit Suisse for $2BB
ZOGENIX INC: FMR LLC Discloses 9.8% Equity Stake

* Christine Swanick Joins Sheppard Mullin New York

* Large Companies With Insolvent Balance Sheets



                            *********

701 MARIPOSA: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 701 Mariposa Project, LLC
        4768 Park Granada, Suite 200
        Calabasas, CA 91302

Bankruptcy Case No.: 12-11486

Chapter 11 Petition Date: February 16, 2012

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: William H. Brownstein, Esq.
                  WILLIAM H. BROWNSTEIN & ASSOCIATES, P.C.
                  1250 6th St Ste 205
                  Santa Monica, CA 90401-1637
                  Tel: (310) 458-0048
                  Fax: (310) 576-3581
                  E-mail: Brownsteinlaw.bill@gmail.com

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

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

A list of the Company's 12 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb12-11486.pdf

The petition was signed by Gary Walch, manager.


99 CENTS: S&P Assigns 'B' Corporate Credit Rating
-------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' corporate credit
rating to 99 Cents Only Stores. The outlook is stable.

"At the same time, we assigned a 'B+' issue-level rating with a
'2' recovery rating to the company's $525 million term loan. The
'2' recovery rating indicates our expectation for substantial (70%
to 90%) recovery of principal in the event of a payment default,"
S&P said.

"We also assigned a 'CCC+' issue-level rating with a '6' recovery
rating to the company's $250 million senior notes. The '6'
recovery rating indicates our expectation for negligible (0% to
10%) recovery of principal in the event of a payment default," S&P
said.

"Ares and Canada Pension Plan Investment Board (CPPIB) used the
company's unrated asset-based lending facilities, together with
$224 million in cash and equivalents and $636 million in equity,
to buy 99 Cents for about $1.6 billion, excluding fees and
expenses," S&P said.

"Our ratings on 99 Cents reflect our expectation that the
company's pro forma metrics will remain indicative of a 'highly
leveraged' financial risk profile (based on our criteria)," said
Standard & Poor's credit analyst Diya Iyer.

"The outlook is stable. Pro forma credit metrics are in line with
the rating category, and we expect that operational improvement,
coupled with modest debt reduction, will result in improved credit
measures over the intermediate term. We expect revenue growth in
the mid-single digits due to positive same-store sales growth and
the opening of new stores. We expect improving EBITDA margins
as benefits from inventory management, labor reduction, and
improved distribution helps offset inflationary pressures," S&P
said.

"We could raise the rating if successful store expansion and
pricing strategies generate double-digit same-store sales and
gross margins improve 60 basis points. This would result in
leverage below 5.0x. We could lower the rating if competitive
pressures, coupled with operational inefficiencies, result in
meaningful loss of market share, leading to weaker profitability
and leverage above 6.0x. This could occur, for example, if sales
remain flat and gross margin narrows about 60 basis points," S&P
said.


ALCOA INC: Fitch Affirms Rating on Preferred Stock at 'BB'
----------------------------------------------------------
Fitch Ratings has affirmed the ratings for Alcoa Inc. The Rating
Outlook is Stable.

The ratings reflect Fitch's view that earnings and cash flow
generation should continue to improve with economic recovery
longer term but could decline slightly in 2012 on lower metals
prices and softness in Europe.  Fitch expects 2012 EBITDA of at
least $3 billion which, together with continued capital
discipline, cost control and focus on liquidity, should result in
financial leverage remaining below 3 times (x) over the next 12
months.

Fitch expects continued weakness in the construction markets to
constrain the economic rebound over the next 12 - 18 months.
Alcoa's guidance is that it will be free cash flow positive in
2012 after capital expenditures of $1.35 billion, $650 million
cash contribution to pension funds, and $350 million investment in
the Ma'aden joint venture.

Alcoa generated operating EBITDA of $3.3 billion in 2011 and free
cash flow of $781 million after capital expenditures of $1.3
billion, $336 million of cash contributions to pension funds and
shareholder dividends of $131 million but before Ma'aden
investments of $249 million.  Net new borrowing was $206 million
and cash on the balance sheet at Dec. 31, 2011 was $1.9 billion.
Fitch notes that the $322 million 6% notes were due Jan. 15, 2012.
Pro forma for the debt repayment, cash on hand was $1.6 billion,
total debt was $9.0 billion, and the $3.75 billion revolver
maturing July 25, 2016 was fully available (commercial paper
outstanding was $224 million as of December 31, 2011).  The
revolver has a covenant that limits Consolidated Indebtedness to
150% of Consolidated Net Worth.

Near-term scheduled debt maturities are: $445 million in 2012, and
$549 million in 2013; $743 million in 2014; $45 million in 2015,
and $26 million in 2016.  Of the aggregate maturity in 2014, $575
million represents the convertible notes due March 15, 2014; the
initial conversion rate was equivalent to a conversion price of
approximately $6.43/share.

At Dec. 31, 2011, pension plans were under funded by $3.2 billion
and the U.S. pension plans were under funded by $2.7 billion.

The Stable Ratings Outlook reflects Fitch's view that operating
EBITDA will be greater than $3.0 billion in 2012; free cash flow
will be positive, and cash on hand and free cash flow will be
sufficient to repay current debt maturities over the next 24
months.  The ratings would be on review with negative implications
should liquidity deteriorate, earnings be worse than expected or
total debt fail to decline.  Better than anticipated earnings and
debt repayment could result in a review of the Outlook with
positive implications.

Fitch has affirmed the following ratings, with a Stable Outlook:

  -- Issuer Default Rating (IDR) at 'BBB-';
  -- Senior unsecured debt at 'BBB-';
  -- $3.25 billion revolving credit facility at 'BBB-';
  -- Preferred stock at 'BB';
  -- Short-term IDR at 'F3';
  -- Commercial paper at 'F3'.


ALESCO PREFERRED: Moody's Lifts Rating on Class A-2 Notes to Ba1
----------------------------------------------------------------
Moody's Investors Service has upgraded the rating on the following
notes issued by Alesco Preferred Funding III, Ltd.

US$70,000,000 Class A-2 Second Priority Senior Secured Floating
Rate Notes (current balance of $70,000,000), Upgraded to Ba1 (sf);
previously on March 27, 2009 Downgraded to Ba3 (sf).

RATINGS RATIONALE

According to Moody's, the rating upgrade action taken is primarily
the result of the improvement in the credit quality of the
underlying portfolio and deleveraging of the Class A-1 notes. The
improvement in credit quality of the portfolio is indicated by a
decrease in Moody's-calculated weighted average rating factor
(WARF) to 1205 from 1619 as of the last rating action date. The
deleveraging is due to significant pay down of the Class A-1
notes, which have received about $61 million since the last rating
action. The $61 million pay down came from a combination of excess
interest proceeds and redemptions of underlying assets. Moody's
has noticed that since the last rating action, seven assets have
been redeemed at par and the proceeds were used to cure the
coverage tests by paying down the Class A-1 notes. As of the
latest trustee report dated January 9, 2012, the Class A
Overcollateralization Test is still failing at 115.94% (limit
130.00%).

Alesco Preferred Funding III, Ltd, issued on March 25, 2004, is a
collateralized debt obligation backed by a portfolio of bank trust
preferred securities (the 'TruPS CDO'). On March 27, 2009, the
last rating action date, Moody's downgraded four classes of notes
as a result of the deterioration in the credit quality of the
transaction's underlying portfolio.

In Moody's opinion, the banking sector outlook remains negative
although there have been some recent signs of stabilization. The
number of FDIC bank failures continues to decline in 2012 compared
to 2011, 2010 and 2009, and some of the previously deferring banks
have resumed interest payment on their trust preferred securities.

The portfolio of this CDO is mainly composed of trust preferred
securities issued by small to medium sized U.S. community banks
that are generally not publicly rated by Moody's. To evaluate
their credit quality, Moody's uses RiskCalc model, an econometric
model developed by Moody's KMV, to derive credit scores for these
non-publicly rated bank trust preferred securities. Moody's
evaluation of the credit risk for a majority of bank obligors in
the pool relies on FDIC financial data received as of Q3-2011.
Moody's also evaluates the sensitivity of the rated transactions
to the volatility of the credit estimates, as described in Moody's
Rating Implementation Guidance "Updated Approach to the Usage of
Credit Estimates in Rated Transactions," October 2009.

Moody's performed a number of sensitivity analyses of the results
to some of the key factors driving the ratings. The sensitivity of
the model results to changes in the WARF (representing a slight
improvement and a slight deterioration in the credit quality of
the collateral pool) was examined. If WARF is increased by 202
points from the base case of 1208, the model results in an
expected loss that is one notch worse than the result of the base
case for the Class A-1 Notes. Similarly, if the WARF is decreased
by 258 points, expected losses are one notch better than the base
case results. Moody's also took into consideration, both
quantitatively and qualitatively, the possibility that some of the
deferring banks in the portfolio may resume interest payments on
their trust preferred securities.

In addition to the quantitative factors that are explicitly
modeled, qualitative factors are part of rating committee
considerations. Moody's considers as well the structural
protections in the transaction, the risk of triggering an Event of
Default, the recent deal performance in the current market
conditions, the legal environment, and specific documentation
features. All information available to rating committees,
including macroeconomic forecasts, input from other Moody's
analytical groups, market factors and judgments regarding the
nature and severity of credit stress on the transactions, may
influence the final rating decision.

The principal methodology used in this rating was "Moody's
Approach to Rating TRUP CDOs" published in May 2011.

Due to the impact of revised and updated key assumptions
referenced in these rating methodologies, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, Moody's Asset Correlation, and weighted average recovery
rate, may be different from the trustee's reported numbers. The
transaction's portfolio was modeled, according to Moody's rating
approach, using CDOROM v.2.8 to develop the default distribution
from which the Moody's Asset Correlation parameter was obtained.


ALLIANT TECHSYSTEMS: Fitch Lifts Issuer Default Ratings to 'BB+'
----------------------------------------------------------------
Fitch Ratings has upgraded Alliant Techsystems Inc.'s (ATK) Issuer
Default Ratings to 'BB+' from 'BB'.  The rating Outlook is Stable.
Approximately $1.35 billion of outstanding debt is covered by
Fitch's ratings.

The upgrade is supported by ATK's strong credit metrics and lower
leverage (Debt to EBITDA) which resulted from the retirement of
$300 million of 2.75% convertible senior subordinated notes in
September 2011.  Additionally, the ratings are supported by
consistently positive free cash flow (FCF; cash from operations
less capital expenditures and dividends); steady margins; solid
liquidity; increasing commercial sales; and ATK's role as a sole
source provider for many of its products to the US Government.

Most of ATK's credit metrics are strong for the new rating level.
The company has the financial strength to withstand pressure on
its revenues and profits, but Fitch believes a non-investment
grade rating is still appropriate given concerns about several
specific contracts and the general outlook for U.S. government
spending.

Fitch's concerns include an anticipated decline in small caliber
ammunition demand and the uncertainty surrounding a renewal of the
Lake City Army Ammunition plant (Lake City) operating contract.
Fitch's financial projections incorporate expected sales declines
at ATK's Armament Segment due to lower modernization activities in
Lake City, lower demand for small caliber ammunition due to the
redeployment of troops from Iraq and Afghanistan, and a recently
announced DOD strategic plan to significantly reduce US troop
levels by 2017.  A loss of the Lake City contract would have a
meaningful impact on the company's financial profile because ATK
generated approximately 15% of its revenues from the plant's
operations, however Fitch believes such an event would not result
in a negative rating action due to the solid credit metrics of the
company.

Fitch is also concerned with risks to core defense spending after
fiscal 2012; the funded status of pension plans (75% funded); the
growing competition in the rocket industry and uncertainty about
ATK's role in NASA's future plans, though this concern is somewhat
mitigated by NASA's commitment to developing space exploration
systems which will likely allow ATK to leverage its existing
rocket technologies.  Fitch also notes the company's history of
increasing leverage for acquisitions; commodities exposure; and
declining margins in the Security and Sporting segment driven by a
shift in consumer demand towards lower-end products.

Future Rating Actions:

Fitch is unlikely to consider a positive rating action in the near
future.  A negative rating action may be considered should the
company's leverage (debt to EBITDA) increase due to a debt funded
acquisition or if defense spending cuts have a more significant
impact on the company's earnings and FCF than currently
anticipated.

Leverage:

ATK decreased its leverage by retiring its $300 million 2.75%
convertible senior subordinated notes in September 2011.  ATK's
leverage was approximately 2.1 times (x) at Jan. 1, 2012, down
from 2.5x at the end of fiscal 2011 (March 31, 2011).  Fitch
anticipates leverage to stay relatively stable over the next
several years as ATK will be making mandatory debt repayments of
its term loan.  Notwithstanding the above, Fitch estimates
leverage could increase to the 2.3x - 2.4x range in fiscal 2014,
should the DoD decide not to renew the Lake City contract.

Liquidity:

ATK's liquidity declined significantly in fiscal 2012 from $1.1
billion at the end of fiscal 2011.  The decline was primarily
driven by the aforementioned debt retirement.  At the end of the
third quarter of fiscal 2012, ATK had a good liquidity position of
approximately $781 million, consisting of $356 million in cash and
$425 million in availability under its $600 million credit
revolving facility, after giving effect to $175 million of
outstanding letters of credit.  Fitch expects ATK's liquidity to
remain within a range of $700 million to $900 million over the
next several years.

Cash Generation:

ATK generated approximately $419 million cash flow from operating
activities during the last 12 months ended (LTM) Jan. 1, 2012,
slightly down from $421 million at the end of fiscal 2011.  ATK's
FCF totaled $230 million during the LTM ended Jan. 1, 2012, down
from $284 million in fiscal 2011 due to higher capex and
dividends.  Fitch expects ATK's cash flow from operations to
remain stable; however FCF will decline significantly beginning
with fiscal 2013 due to higher expected pension contributions.

Cash Deployment:

In the past, ATK focused its cash deployment primarily on
acquisitions and capital expenditures; however beginning with
fiscal 2012, ATK's cash deployment has shifted to pension
contributions and share repurchases, along with a continued
commitment to capital expenditures.  Fitch anticipates ATK to
deploy approximately $62 million on pension contributions, $50
million on share repurchases, $130 million on capital expenditures
and $27 million on dividends in fiscal 2012 ending March 31, 2012.
For more information on the pension, please see below.

ATK repurchased a total of $50 million worth of common stock by
the end of the third quarter of fiscal 2012 (Jan. 1, 2012).  On
Jan. 31, 2012, the Board of Directors authorized a share
repurchase program of up to $200 million worth of shares, which
ATK expects to execute over the next two fiscal years.  ATK had
not repurchased any shares in fiscal 2010 and fiscal 2011.

ATK has averaged approximately $121.5 million in capital
expenditures over the past four years and it spent $130 million in
fiscal 2011.  ATK anticipates spending approximately $130 million
in fiscal 2012; however, Fitch expects future capital expenditures
to decline.

In the fourth quarter of fiscal 2011, ATK declared and paid a
$0.20 per share dividend. ATK had never paid dividends on its
common stocks prior to the fiscal 2011 distribution. ATK's board
has kept the quarterly dividend at $0.20 per share in fiscal 2012.
Fitch expects dividend payments to remain stable for the
foreseeable future as ATK will be utilizing stock repurchases to
enhance shareholder returns.

Fitch expects that ATK's acquisition program will focus on bolt-on
targets, and Fitch also expects there is low risk of large
acquisitions which would pressure the company's credit profile.

Pension Analysis:

At the end of fiscal 2011, the fair value of the plan assets was
$2.1 billion, up from $2.0 billion in fiscal 2010.  Also at March
31, 2011, the fair value of ATK's pension plan liabilities was
$2.7 billion, up from $2.6 billion in fiscal 2010.  The plan was
unfunded by $676.4 million (75% funded).  The discount rate
decreased from to 5.6% in fiscal 2011 from 5.9% in fiscal 2010.

ATK contributed $61.6 million and $7.6 million to its pension
plans year-to-date in fiscal 2012 and in fiscal 2011,
respectively.  The company is not planning to make additional
contributions to the plan in fiscal 2012, but it is expected to
contribute a total of approximately $14 million to other post-
employment benefits (OPEB) in fiscal 2012.  Fitch expects pension
contributions to become a large part of ATK's cash deployment
strategy beginning with fiscal 2013 during which ATK plans to
contribute $160 million.

Industry Overview:

More than 50% of ATK's revenues are derived from the defense
industry.  High levels of defense spending currently support ATK's
ratings, but the DoD budget environment is highly uncertain after
fiscal 2012 because of large U.S. government budget deficits and
the potential for large, automatic spending cuts beginning in
fiscal 2013.

The end of the 'Supercommittee' negotiations without an agreement
increases the probability of Fitch's harshest DoD spending
scenario ('sequestration'), but Fitch expects less severe and more
orderly spending scenarios are possible because Congress could act
to avoid or modify sequestration's automatic cuts beginning in
January 2013.  Fitch estimates that DoD spending reductions in the
sequestration scenario would total nearly $1 trillion over 10
years.  In Fitch's view, the most negative element of this
scenario is an estimated 12%-13% decline in spending in fiscal
2013, which Fitch understands would be made across the board
without consideration of program health or national security
priorities.

The fiscal 2013 budget request shows a 1.0% decline in base budget
spending and a 4% decline in modernization spending (procurement
and R&D).  Fitch believes that modest declines in defense spending
would not lead to negative rating actions given solid
diversification of ATK's portfolio and increasing sales from the
Security and Sporting segment.  The exposure to DoD spending is
also mitigated by ATK's good liquidity position.

Fitch took the following rating actions:

  -- Long-term IDR upgraded to 'BB+' from 'BB';
  -- Senior secured bank facility affirmed at 'BBB-';
  -- Convertible senior subordinated notes upgraded to 'BB' from
     'BB-';
  -- Senior subordinated notes upgraded to 'BB' from 'BB-'.


AMBAC FINANCIAL: Plan Voting Extended to Feb. 29 Amid IRS Talks
---------------------------------------------------------------
Ambac Financial Group, Inc. disclosed that, in order to give it
additional time to negotiate a final settlement of its dispute
with the Department of the Treasury -- Internal Revenue Service,
the voting deadline relating to the Second Amended Plan of
Reorganization of Ambac Financial dated Sept. 30, 2011 has been
extended to Feb. 29, 2012 at 5:00 p.m. (prevailing Pacific Time)
and the Plan objection deadline has been extended to Feb. 29, 2012
at 4:00 p.m.

The Bankruptcy Court hearing relating to the confirmation of the
Plan remains scheduled for March 13, 2012.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel.  The Blackstone Group LP is the Debtor's
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.  KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

The confirmation hearing for approval of Ambac's Chapter 11 plan,
originally set for Dec. 8, is now on the calendar for Jan. 19.
Disagreements with the Wisconsin insurance commissioner over the
sharing of tax benefits had held up a plan for the holding
company.

Bankruptcy Creditors' Service, Inc., publishes Ambac Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMBAC FINANCIAL: Panel Says Changes to Plan Docs. Only Technical
----------------------------------------------------------------
Ambac Financial Group, Inc., objects to the request of Wanson F.
Silva to overturn the order approving the disclosure statement
explaining the proposed Chapter 11 plan, insisting that it
complied with F.R.B.P. Rule 2002.

Pro se creditor Wanson F. Silva is asking Judge Shelley Chapman to
overturn the Court's October 5, 2011 order approving the Second
Amended Disclosure Statement for the Second Amended Plan of
Reorganization of Ambac Financial Group, Inc.

Mr. Silva insists that the Second Amended Disclosure Statement
filed on Sept. 30, 2011 is significantly different than the
original Disclosure Statement filed on July 8, 2011.  Despite
that fact, the Court did not give the required 28 days to file
objections to the Second Amended Disclosure Statement, he
complains.  He further contends that the Court did not allow a
minimum of 28 days after the Second Amended Disclosure Statement
was filed to allow for a hearing on those documents.

Although the Debtor's creditors are entitled to 28 days' notice
of the objection deadline and hearing to the Disclosure Statement
pursuant to Rule 2002(b), the statute does not specify a minimum
notice period for holders of equity securities, Allison H. Weiss,
Esq., at Dewey & LeBoeuf LLP, in New York, notes.  In any event,
the Debtor provided adequate notice to its creditors and equity
security holders, including Mr. Silva, she insists.  Although the
Second Amended Disclosure Statement was filed less than a week
before the Disclosure Statement Hearing, Mr. Silva, as well as
other holders of claims against and equity interests in the
Debtor, had a meaningful opportunity to oppose entry of the
Disclosure Statement, she contends.

Contrary to Mr. Silva's assertion, the First Amended Disclosure
Statement provided a detailed description of the Amended Plan
Settlement and the Second Amended Disclosure Statement retained
such settlement and merely included conforming changes made to the
Plan and technical revisions, none of which were significant to
shareholders, Ms. Weiss argues.  She further avers that the time
to appeal the Disclosure Statement Order or file a motion to
vacate it has expired.  Because the Silva Motion was filed three
months after entry of the Disclosure Order, the Silva Motion must
be denied, the Debtor urges the Court.

In a separate filing, the Official Committee of Unsecured
Creditors expressed its support for the Debtor's objection to the
Silva Motion.  Moreover, the Creditors' Committee says it is
concerned that the time and expense of addressing meritless
filings is draining the Debtor's estate of limited resources at a
critical juncture in its Chapter 11 case.  Mr. Silva is a junior,
out-of-the-money party who is prohibited by the Bankruptcy Rules
from challenging the Disclosure Statement Order at this time, and
his motion has imposed unnecessary costs on the Debtor and its
creditors, the Creditors' Committee adds.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel.  The Blackstone Group LP is the Debtor's
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.  KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

The confirmation hearing for approval of Ambac's Chapter 11 plan,
originally set for Dec. 8, is now on the calendar for Jan. 19.
Disagreements with the Wisconsin insurance commissioner over the
sharing of tax benefits had held up a plan for the holding
company.

Bankruptcy Creditors' Service, Inc., publishes Ambac Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMBAC FINANCIAL: AAC Seeks $4.1MM from Hercules City Agency
-----------------------------------------------------------
Ambac Assurance Corp. sued the city of Hercules, California's
redevelopment agency on Tuesday before the Contra Costa County
Superior Court, seeking to force the city to turn over all
$4.1 million in tax increments collected in December or to get
the court to freeze the funds, Tom Lochner of Contra Costa Times
reported.

In the alternative, AAC asked the court to attach other Hercules
assets, including some real estate properties, the report
relayed.

Court Commissioner Judith Sanders, however, declined the
insurer's petition for immediate relief and instead scheduled a
February 21 hearing before the court.

Hercules City Manager Steve Duran told the Contra Costa Times it
was inevitable that there would be a default because there is not
enough tax increment.  The city manager explained that the
redevelopment agency's bond debt obligations have exceeded
revenue from property tax increments in recent years, and as of
this week, the agency's non-housing component was $3.8 million
underwater, the report relayed.

AAC accused Hercules in the complaint of misappropriating pledged
property tax proceeds that were supposed to be transferred to
trustee Bank of New York Mellon Trust Co. five days before the
Feb. 1 due date of the interest payment, the report related.  In
a court declaration, Mr. Duran said Hercules deposited the
$4.1 million into a Pooled Cash Investment account that is drawn
on to pay for various restricted and unrestricted activities, the
report disclosed.  That account was tapped in August 2011 to pay
$5.3 million in bond debt service, Mr. Duran added.

The $2.4 million that Hercules defaulted on Wednesday represents
interest due Feb. 1 on two tax-allocation bond issues dating to
2005 and 2007; a principal and interest payment totaling about
$5 million is due Aug. 1, the report explained.  Mr. Duran stated
that even if the redevelopment agency did not default on the
Feb. 1 interest payment, there would not still be enough for the
August 1 payment, the report noted.

John Killeen, Esq., Hercules' outside counsel, did not dispute
that Hercules was technically in default, the report disclosed.
The lawyer, however, asserted that the real dispute lies on what
is the proper remedy, the report added.  "They (Ambac) don't care
at all if the city shuts down," Mr. Killeen was quoted as saying
by the report.  The lawyer warned that AAC's lawsuit could force
the city into bankruptcy, the report added.

AAC's counsel, Jerrold Abeles, Esq., however, insisted in a brief
that it is AAC who would suffer irreparable harm unless the court
grants relief, the report relayed.  He alleged that Hercules'
"illegal seizure of bond collateral" shifts the burden of the
city's cash flow problems onto bond investors and AAC and
threatens the integrity of the institution of bond financing, the
report continued.

Mr. Duran voiced his disappointment in AAC for suing the
redevelopment agency, adding that the insurer would be better off
negotiating a settlement with Hercules, the report noted.  He
added that he remains hopeful the two sides can come to terms
before the next court hearing.

Mr. Duran wrote in his declaration that in January, Hercules had
proposed to AAC a lease-back deal -- in which a property is sold
and leased back to the seller by the buyer -- involving city-
owned properties that the insurer now seeks to attach; the city
owns several large, vacant commercial tracts, the report
disclosed.

Redevelopment agencies statewide were scheduled to disband
Wednesday pursuant to a state Supreme Court ruling, the report
related.

AAC is the financial arm of Ambac Financial Group, Inc.

On February 2, 2012, Standard & Poor's Ratings Services lowered
its underlying rating (SPUR) on Hercules Redevelopment Agency,
Calif.'s housing tax allocation bonds (TABs) five notches to 'B'
from 'BBB-'. The outlook is stable.  "We also base the downgrade
on our view of the agency's debt management and its failure to
apply any pledged net tax increment revenue to its nonhousing
debt service payment on Feb. 1, 2012. We understand that the
agency has made its Feb. 1, interest payment for the housing
TABs," S&P said.

Contemporaneously, S&P also lowered its underlying rating (SPUR)
two notches to 'CC' from 'CCC' on Hercules Redevelopment Agency,
Calif.'s series 2005 and 2007A tax allocation bonds (TABs). The
outlook is negative.  "The downgrade reflects our assessment of
the agency's use of the Ambac Assurance Corp. surety reserve to
fund a $2.4 million debt service payment on Feb. 1, 2012," said
Standard & Poor's credit analyst Sussan Corson.  "The outlook
remains negative reflecting our expectation that pledged revenue
will remain insufficient to cover nonhousing debt service
obligations and remaining surety reserve funds could be depleted
in the next one-to-two years," Ms. Corson added.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel.  The Blackstone Group LP is the Debtor's
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.  KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

The confirmation hearing for approval of Ambac's Chapter 11 plan,
originally set for Dec. 8, is now on the calendar for Jan. 19.
Disagreements with the Wisconsin insurance commissioner over the
sharing of tax benefits had held up a plan for the holding
company.

Bankruptcy Creditors' Service, Inc., publishes Ambac Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMBAC FINANCIAL: Files Amendment to Benefit Plans Prospectus
------------------------------------------------------------
Ambac Financial Group, Inc. filed with the U.S. Securities and
Exchange Commission on Jan. 30, 2012, a post-effective
amendment no. 1 relating to these registration statements:

  (a) Registration Statement on Form S-8 of the Company filed
      with the SEC on May 12, 1998 to register (i) 100,000
      shares of the Company's common stock, par value $0.01 per
      share, for issuance pursuant to the Ambac Assurance
      Corporation Savings Incentive Plan, formerly known as the
      Ambac Financial Group, Inc. Savings Incentive Plan; and
      (ii) an indeterminate amount of interests to be offered or
      sold pursuant to the Plan; and

  (b) Registration Statement on Form S-8 of the Company filed
      with the SEC on October 31, 2003 to register (i) 500,000
      additional shares of Common Stock for issuance pursuant to
      the Plan, and (ii) an indeterminate amount of Plan
      Interests to be offered or sold pursuant to the Plan.

On Nov. 5, 2010, the Plan's sponsorship was transferred from
AFG to AAC.  Effective as of Nov. 5, 2010, the Plan was
amended to provide that the Ambac Financial Group, Inc. Stock
Fund may no longer be offered to the Plan participants as an
investment option.  All securities which were held by the Stock
Fund have been sold.

Accordingly, the Company deregisters (i) the shares of Common
Stock that have not been and will not be issued pursuant to the
Savings Plan, and (ii) the Plan Interests that have not been
offered or sold pursuant to the Plan.

AFG contemporaneously filed with the SEC a certification and
notice of termination of registration under Section 12(g) of the
Securities Exchange Act with respect to the Plan Interests.

Pursuant to SEC Release 33-6188, plan interests are exempt from
registration and Form 11-K is no longer required to be filed,
explains Plan Administrator Michael Reilly.  This filing, however,
does not terminate or suspend any duties to file reports by AFG,
he clarifies.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel.  The Blackstone Group LP is the Debtor's
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.  KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

The confirmation hearing for approval of Ambac's Chapter 11 plan,
originally set for Dec. 8, is now on the calendar for Jan. 19.
Disagreements with the Wisconsin insurance commissioner over the
sharing of tax benefits had held up a plan for the holding
company.

Bankruptcy Creditors' Service, Inc., publishes Ambac Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMERICAN AIRLINES: U.S. Bank Wants Payment for Use of Planes
------------------------------------------------------------
U.S. Bank Trust National Association, as trustee and security
agent with respect to the 10.5% Senior Secured Notes due 2012 of
American Airlines Inc., asks the Court to condition the use by
the Debtors of U.S. Bank's 143 aircraft and the continued
imposition of the automatic stay upon the grant of adequate
protection.

U.S. Bank made the request after finding that the Debtors are
presently using the Aircraft and such use reduced the value of
the portfolio by more than $23,000,000 per month without the
performance of maintenance on the aircraft.  U.S. Bank also
complained that its interests in the Aircraft eroded prepetition
because of the Debtors' failure to honor their obligation to
maintain maximum loan to value ratio with respect to their
transaction.

U.S. Bank suggests that, to provide adequate protection of its
interest in the Aircraft, the Debtors must, among others, comply
with the requirements of the regulations issued under the Federal
Aviation Act and other laws with respect to the Aircraft and all
provisions of the Aircraft Documents and other related operative
documents, pay postpetition interest and other fees pursuant to
the Note Documents, and provide access to the Aircraft and all
records and pertinent information.

U.S. Bank asks the Court to grant it a "super-priority"
administrative claim pursuant to Section 507(b) of the
Bankruptcy Code to the extent the adequate protection sought
proves to be insufficient protection of the Notes Trustee's
interests in the Aircraft.  Absent adequate protection, U.S. Bank
seeks relief from the automatic stay.

U.S. Bank is represented by:

        Craig M. Price, Esq.
        CHAPMAN AND CUTLER LLP
        Chicago, Illinois
        Tel:             (312) 845-3000
        Fax: (312) 516-1900
        E-mail: cprice@chapman.com

                      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: Wilmington Trust Wants Adeq. Protection
----------------------------------------------------------
Wilmington Trust Company, solely in its capacity as collateral
trustee with respect to 7.5% Senior Secured Notes due 2016 in the
aggregate principal amount of $1 billion issued by American
Airlines, Inc. and guaranteed by AMR Corporation; and U.S. Bank
National Association, solely in its capacity as indenture trustee
with respect to the Senior Secured Notes, jointly ask the Court
to grant adequate protection of the Trustees' interest in
collateral securing the Senior Secured Notes.

According to Tyson M. Lomazow, Esq., at Milbank, Tweed, Hadley &
McCloy LLP, in New York -- tlomazow@milbank.com -- the Collateral
is necessary for American to continue to provide scheduled air
carrier services from any point in the United States to Heathrow
Airport in England, Narita International Airport and Haneda
Airport in Japan, and from Chicago O'Hare International Airport
to Beijing Capital International Airport and Shanghai Pudong
International Airport in China.  These routes are immensely
profitable, Mr. Lomazow tells the Court.

The Trustees point out that there has been a decline in the value
of the Collateral due to the Debtors' continued use of the
Collateral and the imposition of the automatic stay.  A November
28, 2011 appraisal valued the Collateral at $1,526,511,000, a
more than 35% decrease from the March 2011 value of the
Collateral of at least $2.37 billion as reported by Bloomberg
News.

As adequate protection, the Trustees ask the Court to compel the
Debtors to, among others, comply with all laws and requirements
relating to the Scheduled Service, any Route Authority, any Slot,
and any Gate Leasehold, make regular payments of interest and
fees and expenses pursuant to the Note Documents, maintain and
preserve the Collateral, and provide access to all documents
relating to the Collateral.

To the extent the adequate protection proves to be inadequate,
the Trustees seek superpriority administrative claims pursuant to
section 507(b) of the Bankruptcy Code for any postpetition
diminution in the value of the Collateral.

In the alternative, the Trustees ask the Court to lift the
automatic stay to enable them to exercise their rights and
remedies in respect of the Collateral.

                      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: CEO to Weigh Acquisitions After Ch. 11 Exit
--------------------------------------------------------------
AMR Corp.'s Chief Executive Officer Tom Horton said in an
interview with Bloomberg News that the company may try to buy a
rival after exiting bankruptcy as the U.S. airline industry
shrinks, Mary Schlangenstein of Bloomberg News reported on Feb.
6.

Mr. Horton reiterates that AMR hopes to exit Chapter 11 this year
as an independent company and not as part of a merger with
another airline.  The past month, it has been reported that other
airline giants like Delta Air Lines and US Airways Group Inc. and
TPG Capital are in talks regarding potential merger bids with
AMR.  Mr. Horton refused to identify any potential bids and
played down the risk of a takeover by US Airways, noting two
failures in merger talks with UAL Corp.'s United Airlines and in
a hostile approach to Delta when that carrier was in bankruptcy,
Bloomberg related.

American, the third-biggest U.S. airline, must move quickly to
secure $2 billion in cost cuts that include axing pensions and
13,000 jobs to help fend off potential suitors, Mr. Horton told
Bloomberg.  "If we don't get our act together and we don't show
some progress on this plan, that's an opening for others," Mr.
Horton said.

Mr. Horton, however, believes mergers in the airline industry is
a trend that will continue in the future.  He noted that smaller
carriers like Alaska Air Group Inc. and JetBlue Airways Corp.,
and perhaps US Airways, will be consolidated with bigger rivals.

          Creditors Want to Explore Alternative Options

In response to Mr. Horton's statement on AMR exiting from Chapter
11 as an independent company, some of its unsecured creditors
increasingly feel the bankrupt airline should explore a deal with
US Airways Group or another carrier, Soyoung Kim and Kyle
Peterson of Reuters reported, citing people familiar with the
situation.

Bloomberg indeed noted that while American holds exclusive rights
to file a reorganization plan with the bankruptcy court, rivals
can talk with the Official Committee of Unsecured Creditors,
which includes the airline's three biggest unions, the U.S.
Pension Benefit Guaranty Corp., and banks representing
bondholders.

According to Reuters, Committee members are concerned about AMR's
prospect of staying competitive as a stand-alone airline after
sitting out the latest round of mergers.  Unsecured creditors,
Reuters said, are in a consensus that AMR should explore
alternative options that will lead to better recovery of their
claims.

               IAG Not Making a Stake in AMR

International Consolidated Airlines Group SA Chairman Antonio
Vazquez said making a stake in AMR is not on the table for the
time being and pointed out that they are not in a position to
disrupt AMR's reorganization process, according to a Feb. 16
report by Bloomberg.

Mr. Vazquez said that IAG, formed last year from a merger of
British Airways with Spain's Iberia, is "very supportive" of
AMR's turnaround plan and "very optimistic" about the outcome,
Bloomberg related.  He declined to say whether London-based IAG
had been approached by TPG about forming a bid group.

                      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: Hearing on Weil Gotshal Hiring on Feb. 29
------------------------------------------------------------
The Bankruptcy Court approved, on an interim basis, AMR Corp. and
its affiliates' application to employ Weil, Gotshal & Manges LLP
as their counsel, nunc pro tunc to the Petition Date.

Judge Lane ruled that the entry and terms of the interim order
are without prejudice to the rights of the U.S. Trustee for
Region 2, the Official Committee of Unsecured Creditors, and each
member of the Committee in its individual capacity to object or
otherwise comment on the Debtors' Application, which deadline to
object is on February 24, 2012.

If the Court enters an order denying the employment of Weil on a
final basis, the firm nevertheless will be entitled to file an
application under Section 330 of the Bankruptcy Code for an
allowance of compensation and reimbursement of expenses for the
period from the Petition Date through the date of the order,
subject to the rights of any party-in-interest to object thereto.

In the event that the Court does not enter an order approving the
Debtors' Application on a final basis on or before March 31,
2012, the U.S. Trustee, the Committee and its members will be
bound by the provision authorizing the filing of a final
application under Section 330 of the Bankruptcy Code for
allowance of compensation and reimbursement of expenses, but only
for the period from the Petition Date through the earlier of
March 31, 2012 or the date that the Court enters an order denying
the Application on a final basis.

The Court will convene a final hearing on the Debtors'
Application on February 29, 2012.

Before the Final Hearing and pending further order of the Court,
no compensation or expense reimbursement will be paid by the
Debtors to Weil, Judge Lane clarified.

As reported in the Jan. 18, 2012 edition of the TCR, the services
to be provided by the firm include the preparation of court papers
in connection with the Debtors' bankruptcy plans and the
administration of their estates.  Weil Gotshal will also handle
the prosecution and defense of lawsuits, and the negotiation of
disputes involving the Debtors.

Weil Gotshal will be paid for its services on an hourly basis and
will get reimbursed for expenses.  The firm's hourly rates range
from $760 to $1,075 for members and counsel; $430 to $750 for
associates; and $175 to $310 for paraprofessionals.  The firm
agreed to cap its hourly rate at $1,000 for the representation.

Weil Gotshal received approximately $2.2 million retainer,
according to court papers.

Alfredo Perez, Esq., a member of Weil Gotshal & Manges LLP,
disclosed in a declaration that his firm does not hold or
represent interest adverse to the Debtors' estates, and that it is
a "disinterested person" under Section 101(14) of the Bankruptcy
Code.

                      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: Court Approved Groom on Interim
--------------------------------------------------
The bankruptcy court entered an interim order authorizing AMR
Corp. and its affiliates' employment of Groom Law Group, Chartered
as the Debtors' special employee benefits counsel, nunc pro tunc
to the Petition Date.

A final hearing on the Debtors' Application is scheduled for
February 29, 2012.  Objections are due no later than February 24.

Before the Final Hearing and pending further order of the Court,
no compensation or expense reimbursement will be paid by the
Debtors to Groom, Judge Lane ruled.

Randall White, associate general counsel of AMR Corp., said they
selected the firm because of its "invaluable experience in
providing legal services in connection with employee benefit plans
and related issues."

In return for its services, Groom Law will be paid its standard
hourly rates minus a 10% discount and will be reimbursed of its
expenses.  The firm received a $100,000 retainer fee from the
Debtors.

The firm does not hold or represent any interest adverse to the
Debtors or their estates, according to a declaration by Gary M.
Ford, Esq., a principal in Groom Law.

Mr. Ford may be reached at:

        Gary M. Ford, Esq.
        GROOM LAW GROUP, CHARTERED
        1701 Pennsylvania Avenue, N.W.
        Washington, D.C. 20006-5811
        Tel: (202) 861-6627
        Fax: (202) 659-4503
        E-mail: gford@groom.com

                      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: Interim Order on Bain as AEA Consultant Entered
------------------------------------------------------------------
Bankruptcy Judge Sean Lane approved, on an interim basis, the AMR
Corp. and its affiliates' application to employ Bain & Company,
Inc., as strategic consultants to American Eagle Airlines, Inc.,
nunc pro tunc to December 14, 2011.

Parties will have until February 24, 2012 to object to the
Debtors' Application.  The Court will convene a final hearing on
the Debtors' Application on February 29, 2012.

Before the Final Hearing and pending further order of the Court,
no compensation or expense reimbursement will be paid by the
Debtors to Bain, Judge Lane clarified.

The Debtors said in the application that the consulting services
firm, which has previously served as American Eagle's strategic
consultant, will assist the company in labor-cost assessment and
negotiations.  It will also help the company identify and
structure potential labor solutions as part of its restructuring,
and assist in the ongoing development of its business strategy.

Bain will get a monthly fee of $525,000 and reimbursed expenses.
American Eagle will also indemnify the firm for any liability that
may result in connection with its employment, according to court
papers.

"Having worked with [American Eagle's] management and its other
advisors, Bain has developed relevant experience and expertise
regarding [American Eagle] that will assist it in providing
effective and efficient services in these Chapter 11 cases," said
John Hutchinson, the company's chief financial officer.

Bain's services for American Eagle do not overlap with any other
services provided by professionals working for the other
affiliated debtors of AMR Corp., Mr. Hutchinson said, pointing out
that its employees belong to different unions and are covered by
different collective bargaining agreements.

Bain does not hold or represent interest adverse to American Eagle
or its estate, according to court papers filed by William Wade,
vice-president of the firm.

                      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 LASER: Debtor Changes Name to CLA Holdings
---------------------------------------------------
ALC Holdings LLC, et al., notify the U.S. Bankruptcy Court for the
District of Delaware that effective Feb. 3, 2012, the case caption
will reflect CLA Holdings LLC, et al.

The Debtors relate that on Jan. 31, 2012, the Court approved the
asset purchase agreement and authorized the sale of certain
assets.  Pursuant to the sale order, the Debtors are authorized to
change their corporate names and caption of the Chapter 11 cases.

A full-text copy of the changes in the Debtors' names and caption
changes is available for free at:

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

                        About ALC Holdings

Farmington Hills, Michigan-based ALC Holdings LLC dba American
Laser Centers, and American Laser Skincare, was in the business of
providing laser hair removal treatments.

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

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

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

American Laser Centers on Feb. 6, 2012, disclosed that it has
completed a sale of substantially all of its assets to private
equity investment firm Versa Capital Management, LLC.  The company
received Court approval of the sale on Jan. 31.  Private equity
lender Versa Capital is paying $39.5 million.  A planned auction
failed to turn up additional bids.


AMERIGAS PARTNERS: Fitch Affirms 'BB' IDR'; Outlook Negative
------------------------------------------------------------
Fitch Ratings has affirmed the ratings of AmeriGas Parnters, LP
(APU) and its fully guaranteed financing co-borrowers, Amerigas
Finance Corp., and AP Eagle Finance Corp.  The ratings have been
removed from Rating Watch Negative and assigned a Negative Rating
Outlook.

Fitch had placed the ratings of APU and its financing subsidiaries
on Rating Watch Negative on the announcement of the acquisition of
Heritage Propane.  The rating action reflects the continuing
pressure on ratings from the increase in leverage to fund the cash
portion of the deal as well as the execution risk associated with
the operational integration.

The transaction was funded with a combination of limited partner
units issued to Energy Transfer Partners LP (Heritage's owner)
with a fair value of $1.1 billion, $1.46 billion in cash, and the
assumption of Heritage debt.  APU funded the cash portion of the
acquisition and transaction expenses with the issuance in January
of $550 million in 6.75% senior notes due 2020 and $1 billion of
7% senior notes due 2022.  The operating partnership also upsized
its revolver to $525 million to meet the increased liquidity needs
of the combined entity.

Fitch projects that on a pro forma basis Debt to EBITDA will be in
the 4.25 - 4.5 times (x) range for 2012 given the current capital
structure and assuming modest volume losses.  Given Fitch's
assessment of APU's risk profile, longer-term maintenance of the
ratings will be dependent on leverage of less than 4x on an EBITDA
basis and Funds from Operations (FFO) to debt of 17 - 20%.

In Fitch's view, improvement in leverage metrics could be driven
over the next 12 to 18 months by debt reduction and growth in
EBITDA through the maintenance of margins and sales volumes, and
the realization of operating synergies following the integration.
However, a warm start to the 2011-12 heating season and
potentially greater than anticipated customer loss in the
integration or difficulties in achieving the projected synergies
are risk factors reflected in the Negative Outlook.

Operating History and Scale: APU's ratings reflect the underlying
strength of its retail propane distribution network, broad
geographic reach, and proven ability to manage unit margins under
various operating conditions.  Fitch believes that the scale of
the Heritage acquisition enhances APU's position and ability to
maintain volumes and margins.  Additionally, the company's growing
AmeriGas Cylinder Exchange (ACE) propane cylinder exchange
business provides modest positive cash flow during the summer
months when the traditional space heating related propane
distribution business is relatively slow.

Weather Sensitivity and Demand Trends: APU's financial performance
nevertheless remains sensitive to weather and demand destruction
due to customer conservation, fuels switching and general economic
conditions.  The decline in new home construction due to the
recession as well as the relatively high price of propane, which
is more correlated to the price of oil than to natural gas, has
been exacerbating volume sales declines throughout the sector.
These factors continue to pressure profit margins.  Fitch notes
however, that sales volume declines last year were also due to
warmer than normal weather in some of APU's service territories
and this is expected to be the case for fiscal 2012 as well.

Consistent Historical Financial Performance: Despite the headwinds
facing the retail propane distribution sector, APU has managed to
sustain its financial profile by maintaining margins on retail
gallons sold  Prior to this acquisition financial metrics were
strong for the rating category with Debt to Operating EBITDA of
3.04x and EBITDA to Interest coverage of 5.3x at Sept. 30, 2011.
FFO metrics were stronger for the same period at 29.7% of debt and
covering interest 5.8x.  As noted above, however, Fitch
anticipates significant weakening of the financial metrics as a
result of the acquisition and the new debt.  In addition,
significantly warmer than normal weather is having a negative
impact on results for fiscal 2012 and will further pressure
financial metrics.

Structural Subordination: APU's ratings also consider the
structural subordination of its debt obligations to revolver
borrowings at AmeriGas Propane LP, its operating limited
partnership subsidiary and to the assumed secured debt obligations
of Heritage Operating, LP.  Heritage secured debt is limited and
Fitch expects that over time it will be replaced at the APU level.

Liquidity and Capital Structure: In conjunction with the Heritage
acquisition, APU amended its bank revolving credit facility
increasing the commitment amount to $525 million and extending the
maturity to 2016.  Fitch expects that this facility should be
sufficient to meet the liquidity needs of the combined company
given seasonal requirements.

As part of the amendment, the financial covenants were also
revised to provide some additional flexibility. Notably, the
consolidated MLP (AmeriGas Partners, L.P.) total leverage (debt to
EBITDA) ratio was increased to 5.25x through June 30, 2012 and the
EBITDA calculation now allows for the inclusion of projected
synergies and excludes transaction costs.  Despite the expected
pressure on EBITDA due to unfavorable weather in fiscal 2012,
Fitch expects APU should be able to comply with the revised
covenant.

Positively, APU does not have significant debt maturities until
2019.

Rating Triggers: Going forward, a return to a Stable Outlook will
be dependent on improvement in credit metrics and successful
completion of the integration.  Should that not occur, the ratings
could be downgraded, most likely by one notch.  In addition,
significant changes in distribution practices, beyond the increase
announced as part of the Heritage transaction, could also
negatively impact the ratings.

Fitch has affirmed the following ratings:

AmeriGas Partners, L.P./Amerigas Finance Corp.

  -- Issuer Default Rating (IDR) at 'BB+';
  -- Senior unsecured at 'BB+'.

AmeriGas Partners, L.P./AP Eagle Finance Corp.

  -- IDR at 'BB+';
  -- Senior unsecured at 'BB+'.

The Rating Outlook is Negative.


ANTS SOFTWARE: Fletcher Asset Discloses 9.6% Equity Stake
---------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Fletcher Asset Management, Inc., and its
affiliates disclosed that, as of Dec. 31, 2011, they beneficially
own 13,935,877 shares of common stock of Ants Software Inc.
representing 9.6% of the shares outstanding.  A full-text copy of
the regulatory filing is available at http://is.gd/yX5NJS

                        About Ants software

ANTs software inc (OTC BB: ANTS) -- http://www.ants.com/-- has
developed a software solution, ACS, to help customers reduce IT
costs by consolidating hardware and software infrastructure and
eliminating cost inefficiencies.  ACS is an innovative middleware
solution that accelerates database consolidation between database
vendors, enabling application portability.

The Company's balance sheet at March 31, 2011, showed
$27.2 million in total assets, $52.3 million in total liabilities,
and a stockholders' deficit of $25.1 million.

As reported in the TCR on April 8, 2011, WeiserMazars LLP, in New
York, expressed substantial doubt about ANTs software's ability to
continue as a going concern, following the Company's 2010 results.
The independent auditors noted that the Company has incurred
significant recurring operating losses, decreasing liquidity, and
negative cash flows from operations.


ARKANOVA ENERGY: Reports $5.3-Mil. Profit in Fiscal Q4
------------------------------------------------------
Arkanova Energy Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting
net income of $5.30 million on $273,600 of total revenue for the
three months ended Dec. 31, 2011, compared with a net loss of
$1.45 million on $264,799 of total revenue for the same period a
year ago.

The Company reported a net loss of $2.06 million on $1.32 million
of total revenue for the year ended Sept. 30, 2011, compared with
a net loss of $13.87 million on $1.03 million of total revenue
during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $2.88 million
in total assets, $8.21 million in total liabilities and a $5.32
million total stockholders' deficit.

For Fiscal 2011, the Company's independent auditors expressed
substantial doubt about the Company's ability to continue as a
going concern.  MaloneBailey, LLP, in Houston, Texas, said the
Company has incurred losses since inception, which raises
substantial doubt about its ability to continue as a going
concern.

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

                        http://is.gd/h5aczj

                       About Arkanova Energy

The Woodlands, Tex.-based Arkanova Energy Corporation is currently
participating in oil and gas exploration activities in Arkansas,
Colorado and Montana.  All of Arkanova's oil and gas properties
are located in the United States.


ARCADIA RESOURCES: Delays Form 10-Q for Dec. 31 Quarter
-------------------------------------------------------
Arcadia Resources, Inc., said that its quarterly report on Form
10-Q for the quarterly period ended Dec. 31, 2011, could not be
filed within the prescribed time period due to a delay in
obtaining and compiling information required to be included in its
Form 10-Q, which delay could not be eliminated by the Company
without unreasonable effort and expense.  In particular, the
Company needs additional time to obtain and compile information
related to the pending sale of substantially all of the assets of
Company's Pharmacy segment and events related thereto including
appropriate accounting treatment and disclosures for this
transaction and related events.  In accordance with Rule 12b-25 of
the Securities Exchange Act of 1934, the Company will file its
Form 10-Q no later than the fifth calendar day following the
prescribed due date.

                      About Arcadia HealthCare

Arcadia HealthCare is a service mark of Arcadia Resources, Inc.
(nyse amex:KAD), and is a leading provider of home care, medical
staffing and pharmacy services under its proprietary DailyMed
program.  The Company, headquartered in Indianapolis, Indiana, has
65 locations in 18 states.  Arcadia HealthCare's comprehensive
solutions and business strategies support the Company's vision of
"Keeping People at Home and Healthier Longer."

The Company reported a net loss of $14.35 million on
$100.04 million of revenues for the fiscal year ended March 31,
2011, compared with a net loss of $31.09 million on $98.08 million
of revenues for the fiscal year ended March 31, 2010.

The Company also reported a net loss of $5.98 million on $40.86
million of revenue for the six-month period ended Sept. 30, 2011,
compared with a net loss of $6.93 million on $41.29 million of
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$23.69 million in total assets, $49.52 million in total
liabilities, and a $25.82 million total stockholders' deficit.

BDO USA, LLP, in Troy, Michigan, expressed substantial doubt about
Arcadia Resources' ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has a net capital deficiency.

                         Bankruptcy Warning

The Company continues to generate negative cash flows on a
consolidated basis.  As of Sept. 30, 2011, the Company has $42.3
million of outstanding debt, of which $37.8 million is due in or
before April 2012.  As of Sept. 30, 2011, 193 million of the 300
million authorized shares of common stock were outstanding.  The
Company's stock price as of Sept. 30, 2011, was $0.025.  The
Company has received notices of default from its two secured
lenders, Comerica Bank and HD Smith.  The Company intends to sell
or wind down its Pharmacy segment operations and is analyzing the
various alternatives for its Services segment, which includes the
divestiture of the business.  If these sale transactions are
consummated, it is highly unlikely that proceeds from these
transactions will be adequate to pay down all of the secured debt
and a significant portion of the unsecured debt.  Additionally, it
is possible that issues of liquidity or other factors could cause
the Company to file a petition for relief under the United States
Bankruptcy Code or initiate other reorganization proceedings.


ATLANTIC & PACIFIC: Judge Sets Feb. 27 Plan Confirmation Hearing
----------------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Robert D. Drain allowed The Great Atlantic & Pacific Tea Co.
to fast-track its bankruptcy plan Thursday after the company?s
exit financing package had to be reduced to $645 million, leaving
unsecured creditors with the likelihood of lower recoveries.

Law360 relates that Judge Drain agreed to set a Feb. 27 hearing
date for confirmation of A&P?s revised Chapter 11 plan.

As reported in the TCR on Feb. 20, 2012, the Debtor amended its
plan after it 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.

According to Bloomberg News, 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.  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.


ATTACHMATE GROUP: Moody's Retains 'B2' Corporate Family Rating
--------------------------------------------------------------
Moody's says The Attachmate Group, Inc.'s B2 corporate family
rating and negative rating outlook remain unchanged after the
company cancelled their previously proposed dividend and add-on
debt facilities.

The individual debt instrument ratings were assigned using Moody's
Loss Given Default Methodology. The B1 rating on the first lien
debt is driven by its senior most position in the capital
structure.

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

Attachmate is a leading independent provider of software
connectivity products primarily for the legacy, mainframe
computing user base as well as a niche participant in the larger,
more fragmented systems and security management market. Revenues
pro forma for a full year of Novell ownership are approximately
$1.1 billion. The company is headquartered in Seattle, Washington.


AURASOUND INC: Reports $122,000 Net Income in Dec. 31 Quarter
-------------------------------------------------------------
AuraSound, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
of $122,210 on $9.94 million of net revenue for the three months
ended Dec. 31, 2011, compared with net income of $1.01 million on
$27.17 million of net revenue for the same period during the prior
year.

The Company reported net income of $98,461 on $25.07 million of
net revenue for the six months ended Dec. 31, 2011, compared with
net income of $1.05 million on $38.15 million of net revenue for
the same period a year ago.

The Company's balance sheet at Dec. 31, 2011, showed
$40.76 million in total assets, $34.61 million in total
liabilities, all current, and $6.14 million in total stockholders'
equity.

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

                        http://is.gd/ePNUnY

                        About AuraSound, Inc.

Santa Ana, Calif-based AuraSound, Inc. (OTC BB: ARUZE) --
http://www.aurasound.com/-- develops, manufactures, and markets
audio products.  AuraSound's products include TV soundbars, high-
drivers for TVs and laptops, subwoofers, and tactile transducers.

Hein & Associates LLP, in Irvine, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern.
During the year ended June 30, 2011, the Company had negative cash
flow from operating activities amounting to $1,909,846, and an
accumulated deficit of $36,884,905.


AVENUE BAR: Judge Weissbrodt Converts Case to Chapter 7
-------------------------------------------------------
Jondi Gumz at Santa Cruz Sentinel reports that U.S. Bankruptcy
Judge Arthur Weissbrodt converted on Feb. 6, 2012, the Chapter 11
case of The Avenue Bar to a Chapter 7 liquidation proceeding.

The report relates that Judge Weissbrodt ordered Abel and Andrea
Mekkoudi, who own 711 Pacific Ave., in Santa Cruz, Calif., where
the Avenue is located, to file a report on their unpaid debts in
15 days.

According to the report, the Mekkoudis filed a Chapter 13
bankruptcy petition in May 2011 to reorganize their finances.
They were three years behind on property taxes and the Mekkoudis
owed $550,000 on a 2006 loan from Bayside Capital Partners.  That
loan was purchased in December 2010 by Calvin Lee, owner of Surf
City Billiards downtown, who foreclosed a month later in hopes of
acquiring the Avenue, the report says.


AVION POINT: Combined Plan Hearing Scheduled for April 4
--------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida will
convene a combined hearing on April 4, 2012, at 11:00 a.m., to
consider adequacy of the Disclosure Statement and the confirmation
of Avion Point West, LLC's Amended Plan of Reorganization dated
Jan. 30, 2012.

Ballots accepting or rejecting the Plan, and any objections are
due seven days before the confirmation hearing.

Under the Plan, the Debtor will: (i) continue to work with the
City of Apopka for the sale of the Avion property and the
development of the Orlando Apopka Airport for twelve months after
consummation; and (ii) if the sale to the City of Apopka does not
close within twelve months after the Effective Date, the property
of both OCA and Avion will be sold at auction.  Each allowed
secured claim will have the right to credit bid according to their
priority on the relevant property.

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

                      About Avion Point West

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

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


BARNWELL COUNTY: Wants Until March 19 to Propose Chapter 11 Plan
----------------------------------------------------------------
Barnwell County Hospital asks the U.S. Bankruptcy Court for the
District of South Carolina to extend until March 19, 2012, its
time to file its Plan and Disclosure Statement.

The Debtors explain that it needs more time to file a plan as it
is working together with SC Regional Health System, LLC, to reach
an agreement with The Centers for Medicare and Medicaid Services
and the U.S. Department of Health and Human Services to reach an
agreement related to the amounts owing for the overpayments and
obtain a release for any liability associated with the provider
numbers.

The Debtor has entered an asset purchase agreement with RHS for
the purchase of substantially all assets of the hospitals.

                 About Barnwell County Hospital

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.


BATAVIA NURSING: Cyganowski Appointed as New Director
-----------------------------------------------------
Melanie L. Cyganowski, Esq., at Otterbourg, Steindler, Houston &
Rosen, P.C. was appointed on Feb. 15, 2012, by the State
Department of Health as new director and operator of the Batavia
Nursing Home's facility at 257 State St. in New York.

According to the report, Ms. Cyganowski was named the court-
appointed trustee of the nursing home after the facility declared
Chapter 11 bankruptcy last year.  She was able to obtain the
operating certificate for the facility and now has control of all
aspects of the operation.

The report relates that the nursing home has been plagued by
bounced paychecks and other difficulties in recent months due to
the legal troubles of its previous owner, Marc I. Korn of East
Amherst.  A federal grand jury indicted Mr. Korn in December for
allegedly engaging in illegal schemes to obtain money and making
false statements to police.

The report says Ms. Cyganowski also took steps to seize all
records pertaining to the nursing home from Mr. Korn's company,
Senior Associates of Amherst.

Based in Williamsville, New York, Batavia Nursing Home LLC filed
for Chapter 11 protection on Sept. 19, 2011 (Bankr. W.D. N.Y. Lead
Case No. 11-13223).  Judge Michael J. Kaplan presides over the
case.  Arthur G. Baumeister, Jr., Esq., at Amigone, Sanchez, et
al., represents the Debtors.  The Debtor estimated both assets and
debts of between $1 million and $10 million.


BERNARD L. MADOFF: Picard Has Billed $273MM in Fees
---------------------------------------------------
Linda Sandler at Bloomberg News reports that Irving Picard, the
trustee liquidating Bernard L. Madoff's money management firm,
sought court approval of a payment that would bring total fees for
him and his law firm to about $273 million since the con man's
2008 arrest.

According to the report, Mr. Picard and Baker & Hostetler LLP
asked a judge to grant them $48 million in fees and $1.2 million
in expenses for the four months through Sept. 30, making their
eighth fee request in a Feb. 17 filing in U.S. Bankruptcy Court in
Manhattan.  About 10% of the payments are deferred.

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BERNARD L. MADOFF: Judge OKs Rye Portfolio $400MM Settlement
------------------------------------------------------------
Sindhu Sundar at Bankruptcy Law360 reports that a New York federal
judge on Wednesday signed off on a settlement between Rye Select
Broad Market XL Portfolio Ltd. and the Bernard L. Madoff
Investment Securities LLC bankruptcy trustee who had sought to
recover $400 million in lost Ponzi scheme funds from Rye LP and
Rye Portfolio.

According to Law360, Rye Portfolio and Madoff trustee Irving H.
Picard will now seek approval for the settlement from the Grand
Court of the Cayman Islands, where Rye Portfolio is based.

                      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: Judge Approves DIP Financing Plan
--------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that a New York
bankruptcy judge approved a debtor-in-possession package Thursday
for Beyond Oblivion Inc., a digital music startup backed by media
mogul Rupert Murdoch's News Corp. that never got off the ground
and is preparing to sell its assets.

The company, which gathered $34 million in investment capital from
a number of investors, including News Corp., before it became
clear it couldn't raise enough for a launch, is poised to sell
itself for at least $1.5 million, according to court documents
obtained by Law360.

                       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.

Beyond Oblivion will conduct an auction for the assets in March
2012.  Initial bids are due March 15.  A hearing to approve the
sale is set for March 26.  Bids must be at least $1.5 million.


BORDERS GROUP: Reaches Accord With Ex-Worker Class Over Layoffs
---------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Martin Glenn on Thursday gave his blessing to a settlement
with a class of nearly 200 former Borders Group Inc. employees who
claimed the defunct bookseller axed them them without providing
the legally required notice.

Judge Glenn's seal of approval will end the federal Worker
Adjustment and Retraining Notification Act litigation spurred by
the company's decision to liquidate and close its stores, and will
let 198 ex-employees divvy up the $240,000 payout, according to
Law360.

                        About Borders Group

Borders Group operated book, music and movie superstores and mall
based bookstores under the Borders, Waldenbooks, Borders Express
and Borders Outlet names, as well as Borders-branded airport
stores in the United States.  At Jan. 29, 2011, the Company
operated 639 stores in the United States and 3 in Puerto Rico.
The Company also operated a proprietary e-commerce Web site --
http://www.Borders.com/-- launched in May 2008, which included
both in-store and online e-commerce components.  As of Feb. 11,
2011, Borders employed a total of 6,100 full-time employees,
11,400 part-time employees, and roughly 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.  David M. Friedman, Esq., David S.
Rosner, Esq., Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq.,
at Kasowitz, Benson, Torres & Friedman LLP, in New York, served as
counsel to the Debtors.  Jefferies & Company's Inc. served as the
financial advisor.  DJM Property Management is the lease and real
estate services provider.  AP Services LLC served as the interim
management and restructuring services provider.  The Garden City
Group, Inc., acted as the claims and notice agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, served as counsel to the DIP Agents.  Lowenstein Sandler
represented the official unsecured creditors committee for Borders
Group.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010.

Borders selected proposals by Hilco and Gordon Brothers to conduct
going out of business sales for all stores after no going concern
offers of higher value were submitted by the deadline.

The TCR, citing BankruptcyData.com, reported on Jan. 19, 2012,
that Borders Group's First Amended Joint Chapter 11 Plan of
Liquidation became effective, and the Company emerged from Chapter
11 protection.  The Court confirmed the Plan filed by the Debtors
and the Official Committee of Unsecured Creditors at a Dec. 20,
2011 hearing.


BOWLES SUB: Plan Outline Hearing Continued Until April 4
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota has
continued until April 4, 2012, at 10:30 a.m., the hearing to
consider adequacy of the Disclosure Statement explaining Bowles
Sub Parcel D, LLC, and Fenton Sub Parcel D, LLC's proposed Joint
Plan of Reorganization.

As reported in the Troubled Company Reporter on Jan. 31, 2012, the
Plan anticipates that all property of the estate will be vested in
the Reorganized Debtors.  The Debtors will continue to operate
Pool D Properties -- six parcels of real property located in
Anoka, Dakota, and Hennepin Counties, Minnesota; may market the
Pool D Properties for sale either individually or in one or more
groups; and may seek alternative financing.

The secured claim of Wells Fargo Bank N.A. as Lender will be paid
in full over time with the income generated by the operation of
the Pool D Properties, by the proceeds of the sale(s) of one or
more of the Pool D Properties, with the proceeds of new financing,
or with a combination of these options.  The Lender will retain
its liens to secure such payments.  Steven B. Hoyt's lien in the
properties will be released.  Unsecured creditors will receive up
to 100% of their claims, without interest, from distributions from
excess cash generated by postpetition operations and from the
sale(s) or refinancing and operations after the Lender is paid in
full.  The actual amount to be paid depends on the results of
operations and sales or refinancing. The most likely range of
recovery from operations is estimated to be 0% to 21%; the
ultimate sales prices are unknown, but could result in full
payment to unsecured creditors.

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

        About Fenton Sub Parcel D and Bowles Sub Parcel D

Fenton Sub Parcel D LLC and Bowles Sub Parcel D LLC jointly own
industrial multi-tenant properties located in the Twin Cities.
They are controlled by StoneArch II/WCSE Minneapolis Industrial
LLC.  StoneArch is the 100% member of Bowles Subsidiary, LLC and
of Fenton Subsidiary LLC.  Bowles Subsidiary LLC is then the 100%
member of Bowles Sub Parcel D LLC, and Fenton Subsidiary LLC is
the 100% member of Fenton Sub Parcel D, LLC.  In 2007, StoneArch
acquired various LLCs, which in turn owned 27 industrial multi-
tenant properties located in the Twin Cities.  The properties were
divided into four separate pools: A, B, C, and D.  Fenton Sub
Parcel D and Bowles Sub Parcel D jointly own the properties in
pool D.  As tenants in common, Fenton Sub Parcel D has an
undivided 74.5394% interest and Bowles Sub Parcel D has an
undivided 25.4606% interest.  The Pool D Properties consist of six
parcels of real property located in Anoka, Dakota, and Hennepin
Counties, Minnesota.  The Debtors expect the Pool D Properties to
be worth $13,135,656 as of the Petition Date.

Although they are two separate legal entities, Fenton Sub Parcel D
and Bowles Sub Parcel D have consistently been treated as one
enterprise.  Hoyt Properties, Inc., acts as agent in managing the
Pool D Properties.

Fenton Sub Parcel D and Bowles Sub Parcel D filed for Chapter 11
bankruptcy (Bankr. D. Minn. Case Nos. 11-44430 and 11-44434) on
June 29, 2011.  The Debtors' petitions were signed by Steven Bruce
Hoyt, chief manager, who is also a debtor (Bankr. D. Minn. Case
No. 11-43816).  He is separately represented by Michael C. Meyer,
Esq., at Ravich Meyer Kirkman McGrath & Nauman, P.A.  The cases
were originally assigned to Judge Dennis D. O'Brien and reassigned
to Judge Robert J. Kressel as the cases are related to the Hoyt
case, which was filed earlier before Judge Kressel.

Cynthia A. Moyer, Esq., James L. Baillie, Esq., and Sarah M.
Gibbs, Esq., at Fredrikson & Byron, PA, represent the Debtors.


BROOKSIDE INN: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Brookside Inn, Inc.
        aka La Quinta Inns
        aka Brookside Inn & Suites
        1048 Pumpkin Ridge Dr
        Eagle Point, OR 97524

Bankruptcy Case No.: 12-60533

Chapter 11 Petition Date: February 17, 2012

Court: United States Bankruptcy Court
       District of Oregon

Judge: Frank R. Alley III

Debtor's Counsel: Keith Y. Boyd, Esq.
                  THE LAW OFFICES OF KEITH Y. BOYD
                  724 S Central Ave #106
                  Medford, OR 97501
                  Tel: (541) 973-2422
                  E-mail: ecf@boydlegal.net

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

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

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/orb12-60533.pdf

The petition was signed by Timothy Baker, president.


BUFFETS RESTAURANTS: Can Hire Paul Weiss as Attorney
----------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Buffets Restaurants Holdings' motions to retain Paul, Weiss,
Rifkind, Wharton & Garrison as attorney; Moelis & Company as
financial advisor and capital markets advisor; Huntley, Mullaney,
Spargo & Sullivan as special real estate consultant and
PricewaterhouseCoopers as tax consultant.

As reported in the Troubled Company Reporter on Feb. 2, 2012,
Buffets Restaurants Holdings filed with the U.S. Bankruptcy Court
motions to retain:

   * Paul, Weiss, Rifkind, Wharton & Garrison (Contact: Jeffrey
     Safterstein) as attorney at these hourly rates: partner at
     $830 to 1,120, counsel at 760 to 795, associate at 375 to 760
     and legal assistant at 85 to 250;

   * Young Conaway Stargatt & Taylor (Contact: Pauline K. Morgan)
     as attorney at hourly rates ranging from $230 to 700,;

   * Moelis & Company (Contact: Robert J. Flachs) as financial
     advisor and capital markets advisor for a monthly fee of
     $150,000 and a $3 million restructuring fee;

   * Huntley, Mullaney, Spargo & Sullivan (Contact: William
     Sullivan) as special real estate consultant for a monthly fee
     of $10,000; and

   * PricewaterhouseCoopers (Contact: Chad Berge) as tax
     consultant at these hourly rates: partner at $735, director
     at 595, manager at 495, senior associate at 395 and associate
     at 285.

                         About Buffets Inc.

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

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

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

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

In the new Chapter 11 case, Buffets Inc.'s legal advisors are
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young, Conaway,
Stargatt & Taylor, LLP.  The Company's financial advisor is
Moelis, Inc.  Epiq Bankruptcy Solutions LLC serves as claims,
noticing and balloting agent.

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

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


CAESARS ENTERTAINMENT: Debt Trades at 13% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment, formerly known as Harrah's Entertainment Inc., is a
borrower traded in the secondary market at 86.67 cents-on-the-
dollar during the week ended Friday, Feb. 17, 2012, an increase of
0.33 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 425 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Jan. 28, 2018, and
carries Moody's B3 rating and Standard & Poor's B rating.  The
loan is one of the biggest gainers and losers among 164 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                    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.

                           *     *     *

The TCR reported on Feb. 10, 2012, Moody's Investors Service
placed the ratings of Caesars Entertainment Corporation's and
Caesars Entertainment Operating Company's, collectively Caesars,
on review for possible upgrade, including CET's Caa2 Corporate
Family and Caa2 Probability of Default ratings.  Moody's also
assigned a B2 rating to the proposed $1.250 billion first lien
note offering by Caesars Operating Escrow LLC and Caesars Escrow
Corporation both wholly owned subsidiaries of CEOC.  The rating on
the proposed first lien note offering is subject to review of
final terms and conditions.


CALDWELL THEATRE: Faces Chapter 11 Bankruptcy Amid Foreclosure
--------------------------------------------------------------
South Florida Sun-Sentinel reports that Legacy Bank of Florida has
filed a foreclosure lawsuit against the Caldwell Theatre Company,
claiming the Boca Raton-based theater has failed to repay nearly
$6 million in debt on its new playhouse.

According to the report, in a lawsuit filed this month in Palm
Beach County Circuit Court, Legacy Bank alleges the theater is
behind on two notes: One for $2.88 million and the other for about
$3 million.

The report relates that Clive Cholerton, Caldwell's artistic
director, said the theater is weighing a debt reorganization,
possibly through a Chapter 11 bankruptcy reorganization.
Mr. Cholerton stressed that a Chapter 7 liquidation is not in the
cards.

The report adds that bank lawyer Michael Moskowitz, Esq., said
Legacy Bank has been patient with Caldwell, but that the lender
has reached the limit of its patience.

The report notes Mr. Moskowitz said the bank even modified the
loan into two separate loans, in an effort to make it easier for
Caldwell to repay.  The foreclosure action seeks repayment of
the loans and the appointment of a receiver for the property on
Federal Highway known as the Count de Hoernle Theatre.


CALYPTE BIOMEDICAL: Michael Roth Discloses 8.5% Equity Stake
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Michael A. Roth and Brian J. Stark disclosed
that, as of Jan. 1, 2012, they beneficially own 46,733,698 shares
of common stock of Calypte Biomedical Corporation representing
8.5% of the shares outstanding.  A full-text copy of the
regulatory filing is available for free at http://is.gd/otJWBI

                     About Calypte Biomedical

Portland, Oregon-based Calypte Biomedical Corporation develops,
manufactures, and distributes in vitro diagnostic tests, primarily
for the diagnosis of Human Immunodeficiency Virus ("HIV")
infection.

Odenberg, Ullakko, Muranishi & Co. LLP, in San Francisco,
California, expressed substantial doubt about Calypte Biomedical's
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring operating losses and
negative cash flows from operations, and management believes that
the Company's cash resources will not be sufficient to sustain its
operations through 2011 without additional financing.

"At Dec. 31, 2010, and 2009, we had working capital deficits of
$3.5 million and $16.6 million, respectively, the Company said in
the filing.  "As of Dec. 31, 2009, the $11.6 million outstanding
under our Credit Facility and Convertible Notes was under default.
Our cash on hand and existing sources of cash are insufficient to
fund our cash needs over the next twelve months under our current
capital structure."

The Company recorded a gain on transfer of assets of $2.3 million
and a gain on restructuring of notes of $8.5 million in 2010,
absent in 2009.

The Company reported a net loss of $437,000 on $505,000 of product
sales for the nine months ended Sept. 30, 2011, compared with net
income of $9.25 million on $314,000 of product sales for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$2.09 million in total assets, $6.94 million in total liabilities,
and a $4.85 million total stockholders' deficit.

                         Bankruptcy Warning

The Company does not have any long term agreement for capital
infusion at this point in time.  As the Company's cash flows from
its operating and investing activities are currently not adequate
to sustain its operations, if the Company is unable to raise
capital, the Company will likely be unable to continue its
operations.  Failure to obtain additional financing will likely
cause the Company to seek bankruptcy protection under Chapter 7 of
the U.S. Bankruptcy Code.


CATHOLIC CHURCH: 500 Victims File Claims vs. Milwaukee Archdiocese
------------------------------------------------------------------
Cary Docter and Ben Handelman, writing for Fox6 News, report that
the deadline has passed for those wishing to be part of a class
action lawsuit against the Archdiocese of Milwaukee, and roughly
500 alleged victims of sexual abuse have come forward.  Lawyers
believe the number of abused may be hundreds more, but they can
no longer take action against the church.

On July 14, 2011, a bankruptcy court entered an order that
requires sexual abuse survivors to file a claim no later than
February 1, 2012.  This deadline is called a "bar date" because
it means that people who come forward after that date may be
"barred" from ever filing a claim against the Milwaukee
Archdiocese.

By getting a bar date, the Archdiocese is able to limit who can
sue after the bar date.  In most circumstances, abuse survivors
will not be able to sue the Archdiocese if they fail to file a
claim with the bankruptcy court before February 1.

In the final hours before the deadline, claims against the
Archdiocese were still coming in.  Attorney Patrick Cavanaugh
Brennan added a few more to his roughly 40 clients who say they
have been raped or abused by priests, teachers or other members
of the church.  "I think people put this off as long as they
could, and then when they realized this is literally the last
day, we got some calls [Wednes]day," Mr. Brennan said.

Julie Wolf is a spokesperson for the Archdiocese, and says the
number of claims is alarming.  "By the end of the day, we are
expecting that number to near or top 500.  It's a horrible
number, when you think about it.  I mean, any abuse is horrible.
Even one claim is too many.  We are hopeful that we will get
through this, and we will be able to continue the essential
ministries of the church going forward," Ms. Wolf said.

Peter Isley is the Midwest Director of the Survivors Network for
Those Abused by Priests, or SNAP.  His worry is that the church
will now attempt to get the majority of the estimated 500 claims
tossed out by a judge.  "They are going to try and throw
virtually 90-some percent of these legitimate claims that it
didn't happen, out of court on February 9," Mr. Isley said.

The church says they have challenged some of the claims already.
SNAP says the challenges are hypocritical since the church asked
people to come forward with claims, and are now pushing them
away.


               About the Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and was
elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius IX.  The
region served by the Archdiocese consists of 4,758 square miles in
southeast Wisconsin which includes counties Dodge, Fond du Lac,
Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No. 11-
20059) on Jan. 4, 2011, to address claims over sexual abuse by
priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CATHOLIC CHURCH: Milwaukee Opposes Three Abuse Survivors' Claims
----------------------------------------------------------------
In separate filings, the Archdiocese of Milwaukee asks the U.S.
Bankruptcy Court for the Eastern District of Wisconsin to
disallow these abuse survivor proofs of claim:  Claim Nos. A-12;
A-13; and A-49.

On behalf of the Archdiocese, Francis H. LoCoco, Esq., at Whyte
Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, contends that the
Claims must be disallowed because they are "unenforceable" against
the Archdiocese under any agreement or applicable law.  He
explains that the Claims are unenforceable because the Claimants
released the Debtor from any and all claims related to the Claims
and the Claims are barred by applicable statutes of limitations.

Copies of the Archdiocese's Objections were in redacted format
pursuant to a Court order to do so.  The Order was entered on
January 31, 2012.

In other separate filings, the Archdiocese asks the Court for
summary judgment in support of the Objections.

Summary judgment methodology is governed by Rule 56 of the
Federal Rules of Civil Procedure, which is made applicable by
Rule 7056 of the Federal Rules of Bankruptcy Procedure.  Pursuant
to Rule 56, summary judgment is appropriate when there is no
genuine issue as to any material fact and the moving party is
entitled to judgment as a matter of law.  A material fact is a
fact that "might affect the outcome of the suit."

Claim No. A-12 states that its claimant was sexually abused by
Father Franklyn Becker, the Associate Pastor at Holy Family
Parish in Whitefish Bay, Wisconsin.  The claim states that the
abuse took place between approximately 1972 and 1974, when the
claimant was approximately 13 to 16 years old.

Claim No. A-13 states that its claimant was sexually abused by
Robert Schaefer, the Choir Director at St. Catherine Church in
Milwaukee, Wisconsin.  The Claim states that the abuse took place
between approximately 1976 and 1982, when the claimant was
approximately 10 to 16 years old.

Claim No. A-49 states that its claimant was sexually abused by
Father David Hanser, the Associate Pastor at St. John Vianney in
Brookfield, Wisconsin.  There was one occasion of abuse.  The
Claim states that the abuse took place in approximately 1977 to
1978, when the claimant was approximately seven years old.

Claim No. A-49 further states that its claimant participated in
the mediation program established by the Archdiocese for victims
of clergy sexual abuse.  The claimant agreed to settle his abuse-
related claims against the Archdiocese for $100,000.  He executed
a settlement agreement on January 10, 2007.

Mr. LoCoco tells the Court that after executing the agreement,
the claimant of Claim No. A-49's contact with the Archdiocese did
not end; in 2008, he served on the Community Advisory Board.  The
Community Advisory Board was made up of, among others, victims,
victim advocates, mental health professionals, and clergy and
staff from the Archdiocese.  The Board reviews and suggests
improvements to the Archdiocese's response to victims of sexual
abuse.

The Claims all assert negligence and fraud.

Mr. LoCoco contends that the Claims are time-barred and the
statute of limitations for any negligence-based claims is three
years.  He says that Wisconsin courts uniformly recognize the
difficulty in prosecuting old claims because often witnesses and
evidence are no longer available.  He further argues that
Wisconsin has also long recognized a "vested property right
protected by the constitution" to be free of claims for which the
limitations period has run.

"Under well-settled Wisconsin law, Claimant cannot bring a
negligence claim against the Debtor for the abuse described in
the Claim.  Any such claims were not brought within the statute
of limitations applicable to negligence and are therefore time-
barred and should be disallowed," Mr. LoCoco argues.

Similarly, Claimant cannot prevail on any fraud-based claims
against the Debtor because the statute of limitations for claims
related to fraud is six years, Mr. LoCoco adds.

              Claimants Object to Summary Judgment

The Claimants ask the Court to deny the Archdiocese's request for
summary judgment.

On behalf of the Claimants, Jeffrey R. Anderson, Esq., in St.
Paul, Minnesota tells the Court that the Claimants didn't
discover the Archdiocese's fraud until the summer of 2009 and
that there is nothing in the record that put the Claimants on
notice of the Archdiocese's fraud.

The Archdiocese's 2004 list, which the Claimants didn't even see,
did nothing to alert survivors to whether or not the Archdiocese
defrauded them, Mr. Anderson points out.  He adds that the 2004
list didn't contain any information about what the Archdiocese
knew about abusers and when it knew it.

Accordingly, summary judgment is not appropriate for the
Claimants' fraud claims, Mr. Anderson asserts.  He also adds that
discovery of fraud is generally a fact or jury issue which is not
appropriate for summary judgment.

Mr. Anderson notes that after the abuse, there is no evidence
that the Archdiocese ever informed anyone in the public about its
role in covering up and concealing the Abusive Priest's abuse of
children.  He contends that the evidence available now shows that
the Archdiocese wanted to keep their fraud and the abuses secret.

With regard to negligence, Mr. Anderson contends that the statute
of limitations analysis is different than negligent employment
claims.  He reiterates that the Claimants did not discover that
the Archdiocese was a cause of their injuries until much later.

"This raises a fact issue which makes summary judgment on [the
Claims] inappropriate," Mr. Anderson argues.  He further says
that the Claimants should not be charged with discovery of the
Archdiocese's fraud because a person who commits fraud cannot say
that even though the fraud was concealed, it should have been
discovered and not having discovered it, a claimant is barred by
the statute of limitations.

The Claimants' Objections to the Archdiocese's request for
summary judgment is joined by the Official Committee of Unsecured
Creditors.

         Archdiocese Amends Objection to Claim No. A-13

In separate filings, the Archdiocese submitted to the Court an
amended objection and an amended request for summary judgment of
Claim No. A-13.

Mr. LoCoco relates that in the years following the abuse, the
issues of sexual abuse within Roman Catholic institutions became
a frequent source of local and national coverage by the media.
He notes that the Milwaukee Journal and Milwaukee Sentinel alone
published no less than 150 articles on the subject of Wisconsin
clergy sexual abuse and the resulting consequences and lawsuits
between 1990 and 1999.

If for some reason the media coverage in the 90s and early 2000s
was not sufficient to trigger accrual of any fraud claims, the
claims certainly accrued, at the very latest, in July 2004, Mr.
LoCoco tells the Court.  He adds that in 2004, the Archdiocese
undertook a highly publicized and extensive mediation program
aimed at helping victims of clergy sexual abuse receive
compensation and treatment.

In light of the frequent media coverage, Mr. LoCoco argues that
the Claimant has no argument that his fraud claim did not accrue
long ago.  He contends that complete knowledge of fraud is not
required because the time provided by a statute of limitations is
not for recuperation after learning enough to prevail at trial
but for investigation, and fraud may be hard to unravel if the
statutory period is substantial.

       Archdiocese Answer Objections to Summary Judgment

Mr. LoCoco tells the Court that rather than address controlling
and settled Wisconsin Law, the Claimants attempt to focus the
Court on irrelevant factual allegations and legal theories which
have been summarily rejected in Wisconsin.

"The [Claims are] time-barred as a matter of law, and the Court
should disallow the [Claims]," Mr. LoCoco reiterates.

Mr. LoCoco points out the substantial media coverage and the 2004
List, which should have been enough for the Claimants to know
about fraud.

In addition, Mr. LoCoco contends that the Claimants fail to
address the controlling legal standard for determining when fraud
claims accrue.  He explains that a cause of action for fraud
accrues when the facts constituting the fraud can be effectually
discovered upon diligent inquiry and a court must determine when
the plaintiff knew or should have known of the Archdiocese's
alleged knowledge of the priests' past histories of sexual
molestation of children to determine when a fraud claim accrues.

While the test for when a claim for fraud accrues is stated in
the disjunctive, the Claimants focus entirely on the subjective
test arguing what he or she did or did not know and did or did
not read, Mr. LoCoco notes.  He says that the Claimants'
subjective knowledge is legally irrelevant under the objective
test for accrual.

"Simply put, it is patently unreasonable to argue that there was
insufficient information in the public domain, at least as of
July 9, 2004, for the six-year statute of limitations not to have
begun," Mr. LoCoco asserts.  He reiterates that "under the
objective test for accrual of fraud claims, [the Claimants], at
the very least, had a duty to begin [their] investigation in July
2004."

               About the Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CATHOLIC CHURCH: Wilm. Settlement Trustee Says Order Complied
-------------------------------------------------------------
Marla Eskin, as the Settlement Trustee of the Catholic Diocese of
Wilmington, Inc. Qualified Settlement Fund, asks the U.S.
Bankruptcy Court for the District of Delaware, to enter an order
determining that she has complied with the Settlement Trust
Agreement and the Second Amended Settlement Trust Distribution
Procedures that were established pursuant to the Catholic Diocese
of Wilmington, Inc.'s confirmed Chapter 11 Plan of Reorganization.

The Plan became effective on Sept. 26, 2011.  Upon the occurrence
of the Effective Date, (i) the Catholic Diocese of Wilmington,
Inc. Qualified Settlement Fund was created, and (ii) Ms. Eskin was
appointed as the trustee of the Settlement Trust.  The Settlement
Trustee is, among other things, required to disburse the corpus of
the Settlement Trust to Survivor Claimants in accordance with the
Settlement Trust Agreement and the Procedures.

The Settlement Trustee tells the Court that she is informed and
believes that she has received substantially all of the assets due
to the Settlement Trust under the Plan, with the exception of
proceeds of certain pending Religious Order Litigation.  She notes
that she has made an interim distribution to Survivor Claimants
from the funds received on or about the Effective Date of the
Plan.

The Settlement Trustee says that she is prepared to make a
distribution of substantially all of the funds in the Settlement
Trust and seeks the determination in lieu of a substantial
monetary reserve which would provide substance to the Settlement
Trust's provision that it defend, hold harmless and indemnify the
Settlement Trustee and her professionals against any contract,
obligation or liability made or incurred by the Settlement
Trustee in good faith.

The Settlement Trust Agreement provides that the Settlement Trust
is to defend, indemnify and hold harmless the Settlement Trustee
and her professionals against any contract, obligation or
liability made or incurred by the Settlement Trustee in good
faith.  The Settlement Trustee is entitled to reserve for
administrative costs and expenses and such reserve may include
fees and costs related to the indemnity of the Settlement Trustee
and her professionals.

The Settlement Trustee reveals that she has not distributed funds
owed to Conaty & Curran LLC on account of legal fees and costs
related to the representation of certain survivor claimants.
Vincent J. Poppiti is the liquidating trustee of Conaty & Curran
LLC.  A dispute exists between the former members of Conaty &
Curran LLC and Mr. Poppiti regarding entitlement to the legal
fees and costs.

The Settlement Trustee relates that she has been in communication
with Mr. Poppiti and the former members of the firm and they are
aware that the Settlement Trustee is holding the disputed legal
fees and costs.  Mr. Poppiti has told the Settlement Trustee that
he has filed a declaratory relief action to determine his
authority to distribute the disputed legal fees and costs.  The
Settlement Trustee intends to hold the legal fees and costs
related to the representation of Survivor Claimants pending a
final order of a court of competent jurisdiction.
Notwithstanding the foregoing, the Settlement Trustee says that
she will distribute the net amounts owing to the Survivor
Claimants themselves through co-counsel.

The Settlement Trustee tells the Court that she has consulted
with counsel for plaintiffs in the pending Religious Order
Litigation regarding the timing of a trial and the status of
settlement negotiations with the defendants in the pending and
unresolved Religious Order Litigation.  She notes that given the
substantial funds in the Settlement Trustee's possession, the
needs of Survivor Claimants and the appreciable time before the
Settlement Trustee expects to receive any additional proceeds of
the pending and unresolved Religious Order Litigation, the
Settlement Trustee intends to make a second interim distribution
to the Survivor Claimants pursuant to the Plan.

The Settlement Trustee asked the Court to shorten the notice
period for consideration of her request so that it may be heard
on February 3, 2012 and fix February 2, 2012 as the deadline by
which objections must be filed.  The Court, however, denied the
Settlement Trustee's request for a shortened notice period.

                 About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore
of Maryland and serves about 230,000 Catholics.  The Delaware
diocese is the seventh Roman Catholic diocese to file for Chapter
11 protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The Diocese filed for Chapter 11 protection (Bankr. D.
Del. Case No. 09-13560) on Oct. 18, 2009.  Attorneys at Young
Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese.
The Ramaekers Group, LLC, is the financial advisor.  The petition
says assets range $50 million to $100 million while debts are
between $100 million to $500 million.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin Oct. 19, 2009.
There were 131 cases filed against the Diocese, with 30 scheduled
for trial, as of the bankruptcy filing.

Judge Christopher Sontchi confirmed the Second Amended Chapter 11
Plan of Reorganization filed by the Diocese as a settlement plan,
at a hearing held July 28, 2011.  The Plan aims to pay
approximately $77.4 million to people who were sexually abused by
priests.  The Plan was declared effective on September 26, 2011,
according to a notice filed by Patrick A. Jackson, Esq., at Young
Conaway Stargatt & Taylor LLP, in Wilmington, Delaware.

Kenneth Martin and Charles W. Wiggins, two priests accused of
sexual abuse, took separate appeals to the U.S. District Court
for the District of Delaware from Judge Sontchi's July 28, 2011
order confirming the Plan.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CATHOLIC CHURCH: 2 Former Priests in Wilmington Ask for TRO
-----------------------------------------------------------
In separate filings, Harry D. Walker and Francis J. Rogers, former
priests accused of sexually abusing minors, ask the Court for
protective orders and temporary restraining orders to prevent the
Catholic Diocese of Wilmington, Inc., from disclosing all the
documents contained in their personnel files.

Messrs. Walker and Rogers argue that releasing their personnel
file to the public will irreparably harm their reputation in the
community and will shame and embarrass them to family and friends.
They note that they are defendants to unresolved state court
actions and contend that not releasing the personnel files until
the issues in the pending state court actions will not harm the
Diocese or the Official Committee of Unsecured Creditors.

In separate orders, the Court ruled that the production of any
documents related to Messrs. Walker and Rogers will be stayed
until further order.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore
of Maryland and serves about 230,000 Catholics.  The Delaware
diocese is the seventh Roman Catholic diocese to file for Chapter
11 protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The Diocese filed for Chapter 11 protection (Bankr. D.
Del. Case No. 09-13560) on Oct. 18, 2009.  Attorneys at Young
Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese.
The Ramaekers Group, LLC, is the financial advisor.  The petition
says assets range $50 million to $100 million while debts are
between $100 million to $500 million.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin Oct. 19, 2009.
There were 131 cases filed against the Diocese, with 30 scheduled
for trial, as of the bankruptcy filing.

Judge Christopher Sontchi confirmed the Second Amended Chapter 11
Plan of Reorganization filed by the Diocese as a settlement plan,
at a hearing held July 28, 2011.  The Plan aims to pay
approximately $77.4 million to people who were sexually abused by
priests.  The Plan was declared effective on September 26, 2011,
according to a notice filed by Patrick A. Jackson, Esq., at Young
Conaway Stargatt & Taylor LLP, in Wilmington, Delaware.

Kenneth Martin and Charles W. Wiggins, two priests accused of
sexual abuse, took separate appeals to the U.S. District Court
for the District of Delaware from Judge Sontchi's July 28, 2011
order confirming the Plan.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CATHOLIC CHURCH: Wilm. Files Post-Confirmation Report for Dec. 31
-----------------------------------------------------------------
Joseph P. Corsini, chief financial officer of the Catholic
Diocese of Wilmington, Inc., submit to the Court a Post
Confirmation Quarterly Report for the quarter ended December 31,
2011.

Mr. Corsini discloses that the Diocese has ending cash balances
of $2,678,886 at Citizen's Bank and $16,599,085 at BNY Mellon
Bank for the quarter ended December 31, 2011.

The Diocese disbursed $5,668,395 from its Citizen's Bank account
and $2,982,151 from its BNY account for the period.

A copy of the Post Confirmation Quarterly Report is available for
free at http://bankrupt.com/misc/WChrchPCTRepOctDec.pdf


              Catholic Diocese of Wilmington, Inc.
                         Balance Sheet
                    As of December 31, 2011

Assets:
Cash                                                 $2,678,886
Pooled investment program                            16,599,085
Accounts receivable                                   2,322,384
Inventory                                                     -
Notes receivable                                        965,824
Prepaid expenses                                              -
Life insurance - cash surrender                          53,743
                                                    -----------
   Total current assets                             $22,619,922

Property, plant & equipment:
Real property & improvements                            770,339
Machinery & equipment                                         -
Furniture, fixtures & office equipment                        -
Vehicles                                                      -
Leasehold improvements                                        -
Less: accumulated depreciation                                -
Total property, plant & equipment                             -
Due from affiliates & insiders                                -
Other                                                         -
                                                    -----------
Total Assets                                        $23,390,262
                                                    ===========

Liabilities Not Subject to Compromise:
Accounts payable                                      1,564,678
Taxes payable                                                 -
Notes payable                                                 -
Professional fees                                             -
Secured debt                                          6,627,481
Due to affiliates & insiders                                  -
National collections payable                            369,847
Total postpetition liabilities                        8,562,006

Liabilities Subject to Compromise:
Secured debt - per plan
Priority debt - per plan
Unsecured debt - per plan
Other - per plan
Total prepetition liabilities                            91,872
                                                    -----------
Total liabilities                                    $8,653,878

Equity:
Common stock                                                  -
Retained earnings(deficit)                           14,736,384

Total liabilities and Owners' Equity                $23,390,262
                                                    ===========

                 About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore
of Maryland and serves about 230,000 Catholics.  The Delaware
diocese is the seventh Roman Catholic diocese to file for Chapter
11 protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The Diocese filed for Chapter 11 protection (Bankr. D.
Del. Case No. 09-13560) on Oct. 18, 2009.  Attorneys at Young
Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese.
The Ramaekers Group, LLC, is the financial advisor.  The petition
says assets range $50 million to $100 million while debts are
between $100 million to $500 million.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin Oct. 19, 2009.
There were 131 cases filed against the Diocese, with 30 scheduled
for trial, as of the bankruptcy filing.

Judge Christopher Sontchi confirmed the Second Amended Chapter 11
Plan of Reorganization filed by the Diocese as a settlement plan,
at a hearing held July 28, 2011.  The Plan aims to pay
approximately $77.4 million to people who were sexually abused by
priests.  The Plan was declared effective on September 26, 2011,
according to a notice filed by Patrick A. Jackson, Esq., at Young
Conaway Stargatt & Taylor LLP, in Wilmington, Delaware.

Kenneth Martin and Charles W. Wiggins, two priests accused of
sexual abuse, took separate appeals to the U.S. District Court
for the District of Delaware from Judge Sontchi's July 28, 2011
order confirming the Plan.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CDC CORP: Security Holders Object to Unit's Shares Sale
-------------------------------------------------------
BankruptcyData.com reports that CDC's official committee of equity
security holders filed with the U.S. Bankruptcy Court an objection
to the Debtors' motion for an order authorizing and scheduling an
auction for the solicitation of highest and/or best bid for sale
of CDC Software shares. The committee objects to the motion with
respect to the combined amount of the requested break-up fee and
initial minimum overbid increment and the requested minimum
overbid increment.

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

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

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

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

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

                         About CDC Corp

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

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

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


CHEMTURA CORP: S&P Affirms 'BB-' Rating on $455MM Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' rating
on Chemtura Corp.'s $455 million senior unsecured notes and
revised its recovery rating on the notes to '3' from '4'. "The '3'
recovery rating indicates our expectation of meaningful (50% to
70%) recovery in the event of payment default," S&P said.

"Our 'BB-' corporate credit rating and our issue level rating on
the company's existing $295 million term loan remain unchanged,"
S&P said.

"The revision of the recovery rating is primarily driven by the
lower level of secured debt in the capital structure, as the
company did not complete the incremental $100 million term loan as
planned in 2011," said Standard & Poor's credit analyst Liley
Mehta. "This resulted in a lower outstanding term loan of
$295 million versus $395 million used in the prior recovery
analysis."

"The corporate credit rating reflects our view of Middlebury,
Conn.-based Chemtura Corp.'s position as a leading global producer
of industrial and specialty chemicals serving various end markets,
its aggressive financial risk profile, and adequate liquidity
position. We characterize the business risk profile as fair," S&P
said.

Ratings List
Chemtura Corp.
Corporate credit rating            BB-/Stable/--

Recovery Rating Revised; Rating Affirmed
                                    To            From
$455 mil sr unsecd notes           BB-           BB-
  Recovery Rating                   3             4


CHRIST HOSPITAL: CHA Proposes to Acquire Hospital for $104 Million
------------------------------------------------------------------
Beth Fitzgerald at NJSpotlight reports that Community Healthcare
Associates has made a tentative proposal to buy Christ Hospital
for $104 million.

According to the report, CHA's offer for Christ Hospital would
have leased a major portion of Christ to Jersey City Medical
Center, which would maintain Christ as an acute care hospital.
Additional space would be leased to other healthcare provider
tenants.  CHA put its preliminary proposal together without any
input from Christ Hospital, which was negotiating exclusively with
Prime Healthcare.  CHA said it will have to conduct due diligence
before making a firm offer.

The report says Prime Healthcare withdrew its offer to purchase
Christ Hospital.

                      About Christ Hospital

Christ Hospital is the second largest hospital in Hudson County.
It owns and operates a 367 licensed bed acute-care hospital at 176
Palisade Avenue, Jersey City, New Jersey.  In addition to the main
Hospital building, the Debtor owns an additional 16 mostly
adjacent lots comprising, 19 acres of real estate along the
Palisades.

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

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


CHRYSLER GROUP: Pulls $3.5-Bil. Energy Department Loan Request
--------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Chrysler Group LLC
withdrew its application for a $3.5 billion low-interest loan from
the U.S. Department of Energy to be used to fund research and
tooling for more fuel-efficient vehicles.

                       About Chrysler Group

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  Chrysler hired Jones Day, as lead counsel;
Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory
Group LLC, and Greenhill & Co. LLC, for financial advisory
services; and Epiq Bankruptcy Solutions LLC, as its claims agent.
Chrysler has changed its corporate name to Old CarCo following its
sale to a Fiat-owned company.  As of December 31, 2008, Chrysler
had $39,336,000,000 in assets and $55,233,000,000 in debts.
Chrysler had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.

Fiat has a 20% equity interest in Chrysler Group.

The U.S. and Canadian governments provided Chrysler with
$4.5 billion to finance its bankruptcy case.  Those loans are to
be repaid with the proceeds of the bankruptcy estate's
liquidation.

                          *     *     *

As reported in the Troubled Company Reporter on June 6, 2011,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Chrysler Group LLC. The rating outlook is stable.
"At the same time, we assigned our issue-level rating to
Chrysler's $4.3 billion senior bank facilities ('BB') and $3.2
billion second-lien notes ('B'). The recovery ratings are '1' and
'5'. The company recently completed this financing," S&P stated.


CIMA LLC: Hires Alford, Clausen & McDonald as Special Counsel
-------------------------------------------------------------
CIMA LLC asks the U.S. Bankruptcy Court to employ Alford, Clausen
& McDonald LLC as special corporate and transactional counsel.

AC&M has previously provided services to the Debtor.  As reflected
on the Debtor's schedules of assets and liabilities, as amended,
AC&M is listed as an unsecured, non-priority creditor in the
amount of $677,447.24.

The firm attests that it has no connection with (a) the United
States Trustee or any person employed by the Office of the United
States Trustee; or (b) any attorneys, accountants, financial
consultants, or investment bankers who represent or may represent
creditors or other parties in interest in the case.

The firm's rates are:

     Personnel                        Rates
     ---------                        -----
     Partners                         $250-$285
     Paraprofessional                 $125

                      About CIMA L.L.C.

Based in Ft. Lauderdale, Florida, CIMA, L.L.C., is the developer
and current owner of a 200-acre parcel of land located in Mobile,
Alabama, with frontage on Interstate 10, a major thoroughfare.
The parcel has been subdivided into parcels, and some
infrastructure work has been done.  CIMA is finalizing plans with
one or more investor groups for further development of this
parcel.

CIMA filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No.
11-33279) on Aug. 22, 2011, disclosing $18,876,064 in assets and
$10,535,230 in liabilities as of the Chapter 11 filing.

Bankruptcy Judge Raymond B. Ray later approved a request by the
secured creditor to transfer the case to Alabama (Bankr. S.D. Ala.
11-04981).  Chief Bankruptcy Judge Margaret A. Mahoney is
presiding.  Leslie Gern Cloyd, Esq. at Berger Singerman, P.A.
represents the Debtor.  Ronald F. Suber, Attorney at Law, as acts
as local counsel.


CIMA LLC: Court OKs Ronald F. Suber as Local Counsel
----------------------------------------------------
CIMA LLC sought and obtained permission from the U.S. Bankruptcy
Court for the Southern District of Alabama for permission to
employ Ronald F. Suber, Attorney at Law, as local counsel.

Mr. Suber's current hourly rate is $150 per hour.  He is a sole
practitioner.

The firm received $7,500 as post-petition retainer.  The retainer
was paid by Marion Uter, personally, who is the manager of the
Debtor.

Ronald F. Suber, Esq., attests that he is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

                      About CIMA L.L.C.

Based in Ft. Lauderdale, Florida, CIMA, L.L.C., is the developer
and current owner of a 200-acre parcel of land located in Mobile,
Alabama, with frontage on Interstate 10, a major thoroughfare.
The parcel has been subdivided into parcels, and some
infrastructure work has been done.  CIMA is finalizing plans with
one or more investor groups for further development of this
parcel.

CIMA filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No.
11-33279) on Aug. 22, 2011, disclosing $18,876,064 in assets and
$10,535,230 in liabilities as of the Chapter 11 filing.

Bankruptcy Judge Raymond B. Ray later approved a request by the
secured creditor to transfer the case to Alabama (Bankr. S.D. Ala.
11-04981).  Chief Bankruptcy Judge Margaret A. Mahoney is
presiding.  Leslie Gern Cloyd, Esq. at Berger Singerman, P.A.
represents the Debtor.  Alford, Clausen & McDonald, LLC acts as
special corporate and transactional counsel.


CIMA LLC: Files Amended Schedules of Assets and Liabilities
-----------------------------------------------------------
CIMA, L.L.C. filed with the U.S. Bankruptcy Court its amended
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $17,000,000
  B. Personal Property            $1,876,064
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $7,075,214
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $0.00
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $3,460,016
                                 -----------      -----------
        TOTAL                    $18,876,064      $10,535,230

A full-text copy of the amended schedules of assets and
liabilities is available free at:

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

                      About CIMA L.L.C.

Based in Ft. Lauderdale, Florida, CIMA, L.L.C., is the developer
and current owner of a 200-acre parcel of land located in Mobile,
Alabama, with frontage on Interstate 10, a major thoroughfare.
The parcel has been subdivided into parcels, and some
infrastructure work has been done.  CIMA is finalizing plans with
one or more investor groups for further development of this
parcel.

CIMA filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No.
11-33279) on Aug. 22, 2011, disclosing $18,876,064 in assets and
$10,535,230 in liabilities as of the Chapter 11 filing.

Bankruptcy Judge Raymond B. Ray later approved a request by the
secured creditor to transfer the case to Alabama (Bankr. S.D. Ala.
11-04981).  Chief Bankruptcy Judge Margaret A. Mahoney is
presiding.  Leslie Gern Cloyd, Esq. at Berger Singerman, P.A.
represents the Debtor.  Ronald F. Suber, Attorney at Law, as acts
as local counsel.  Alford, Clausen & McDonald, LLC acts as special
corporate and transactional counsel.


CINRAM INTERNATIONAL: Moody's Downgrades CFR to 'Caa3'
------------------------------------------------------
Moody's Investors Service (Moody's) downgraded Cinram
International Inc.'s (Cinram) corporate family rating (CFR) and
probability of default ratings (PDR) to Caa3 from Caa1 and Caa2
respectively. At the same time, Cinram's speculative grade
liquidity rating was downgraded to SGL-4 (poor) from SGL-3
(adequate), and the ratings outlook was revised to negative from
stable.

The rating action was prompted by the combination of continued
technological substitution and resulting ongoing weak results and
poor forward earnings visibility, together with the company's near
total reliance on bank lenders for external capital. With the
market value of the company's equity having declined to just over
$11 million, it appears that Cinram has no access to alternative
sources of capital and with weak free cash flow generation, the
company's ability to reinvent itself is quite limited. This
increases the potential of lenders incurring losses as Cinram, a
replicator and distributor of CD's and DVD's (a business that is
experiencing precipitous declines), looks to reposition its
business activities.

Further, while Moody's normally assumes that a 100% bank debt
structure will see an outsized recovery, given the company's
uncertain business, Moody's now assumes only standard recovery
prospects. Consequently, while the PDR was downgrade by only one
notch, the CFR was downgraded by two notches and is now at the
same rating level as the PDR.

Lastly, with EBITDA generation having fluctuated widely in recent
periods and with financial covenants set to step-down next year,
Moody's expects access to external liquidity to become problematic
and have revised Cinram's speculative grade liquidity rating to
SGL-4. Given the aggregate of these matters, the ratings outlook
is negative.

This summarizes Cinram's ratings and the rating actions:

Downgrades:

   Issuer: Cinram International Inc.

   -- Corporate Family Rating, downgraded to Caa3 from Caa1

   -- Probability of Default Rating, downgraded to Caa3 from Caa2

   -- Outlook, changed to negative from stable

   -- Speculative Grade Rating, downgrade to SGL-4 (poor) from
      SGL-3 (adequate)

   -- Senior Secured First-out Revolving Facility downgraded to B2
      (LGD2, 10%) from B1 (LGD1, 3%)

   -- Senior Secured Second-out Revolving Facility downgraded to
      Caa3 (LGD3, 45%) from B3 (LGD2, 26%)

   -- Senior Secured Bank Credit Facility downgraded to Caa3
      (LGD3, 45%) from B3 (LGD2, 26%)

SUMMARY RATING RATIONALE

Cinram's Caa3 CFR and Caa3 PDR reflect the risks of focusing on a
declining business, DVD/CD replication, and not having the
financial flexibility to revise the business model. Not only is
demand for DVD/CD's declining, the rate of decline is likely
accelerating as technological substitution continues.
Consequently, despite seemingly reasonable leverage, Cinram
generates only moderate free cash flow. The relatively small free
cash pool is not sufficient to fund meaningful business
diversification efforts and it is unclear whether the company can
generate sufficient cash flow to retire its debts prior to their
stated maturity and, if not, whether it will be able to roll-over
the unamortized residual at maturity.

Rating Outlook

With a declining core business and lack of forward cash flow
visibility and with potential near-term liquidity and refinance
issues, the outlook is negative.

What Could Change the Rating - Up

Positive ratings and outlook actions may result from a significant
reduction in the company's debt together with repositioning of the
company's core business activities.

What Could Change the Rating - Down

Liquidity and refinance will lead Cinram's rating. Should
liquidity arrangements materially deteriorate, negative rating
action may be required. As well, as the loan maturity date
approaches and depending upon then prevailing refinance prospects,
adverse rating actions may be required.

The principal methodology used in rating Cinram International Inc.
was the Global Manufacturing Industry Methodology published in
December 2010. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Corporate Profile

With headquarters in Toronto, Ontario, Canada, Cinram
International Inc. is one of the world's largest independent
manufacturers, replicators and distributors of DVDs and audio CDs.


CIRCUS AND ELDORADO: Owner Cancels Public Debt Offering
-------------------------------------------------------
Dow Jones' DBR Small Cap reports that the owner of Reno, Nev.,
hotel and casino Silver Legacy canceled a public debt offering
aimed at repaying its $142.8 million loan this week, leaving the
company with limited options as the loan's March 1 maturity date
draws near.

                   About Circus and Eldorado

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

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

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

                          *     *     *

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

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


CIT GROUP: Moody's Raises Corporate Family Rating to 'B1'
---------------------------------------------------------
Moody's Investors Service upgraded CIT Group Inc.'s Corporate
Family Rating to B1 from B2. The rating outlook is stable.

Upgrades:

- Corporate Family Rating, to B1 from B2, stable outlook

- Senior Secured Second Lien Regular Bond/Debenture, to B1 from
B2, stable outlook

- Senior Unsecured Regular Bond/Debenture, to B1 from B3, stable
outlook

Unchanged:

- Guaranteed Senior Secured Revolving Credit Facility, remains at
Ba3, stable outlook

RATINGS RATIONALE

The upgrade recognizes CIT's achievements in strengthening its
liquidity profile by diversifying funding sources, extending debt
maturities, and reducing the level of encumbered assets. In
February 2012, CIT accelerated plans to redeem all $3.9 billion of
remaining series A second lien notes following its successful
offering of series C second lien notes in the amount of $3.25
billion. Once the series A notes are redeemed in March 2012,
collateral fall-away provisions in CIT's series C notes ($14.0
billion outstanding) and senior line of credit ($2.0 billion
commitment) take effect, resulting in these debts becoming
unsecured. The ratio of secured debt to tangible gross assets will
decline to 23% from 59% on a pro forma basis as a result of the
redemption and collateral release, indicating an enhanced level of
financial flexibility.

During the fourth quarter of 2011, CIT advanced its bank funding
strategy by launching an online deposit platform, though which it
raised $600 million in deposits through January 2012. Total
deposits at CIT Bank grew 44% in 2011, reaching $6.2 billion or
18% of total funding, improving CIT's funding diversification.
Likewise, bank loan origination volumes grew during the year,
accounting for 72% of total U.S. volumes in 2011. Nevertheless,
the ultimate success of CIT's bank-like transformation remains
uncertain, given its reliance on rate-sensitive brokered CD's,
lack of product and channel diversification, and customers'
limited brand awareness. The risks associated with this continued
transition remain a constraint on CIT's ratings.

CIT has further extended its debt maturity profile, materially
reducing near-term liquidity pressures and providing the company
enhanced flexibility to execute its business transformation
strategies. CIT has immaterial long-term debt maturities until
2014. Furthermore, it has extended the commitment for certain
secured funding facilities to two years from one.

Also contributing to the upgrade, CIT's liability management
efforts have led to a steady decline in its cost of funding,
contributing to higher net finance margins. CIT's weighted average
coupon on outstanding indebtedness declined materially to 4.71% in
the fourth quarter of 2011 and to 4.28% on a pro forma basis
including first quarter 2012 liability management actions. Net
finance margin in the fourth quarter of 2011 reached 2.07%,
adjusted for fresh-start accounting and debt prepayment penalties.
Funding efficiency remains a key priority for CIT that could
result in further reductions in funding costs and contribute to
the sustainability of margin improvements. However, Moody's
anticipates that pressure on asset yields and volumes in the
current period of tempered economic activity and heightened
competition from banks will likely have a moderating influence on
the pace and sustainability of CIT's margin improvements.
Additionally, CIT's net finance margins remain below its pre-
crisis range and the company's own target range of 3-4%. The
strength of the firm's performance during 2012 will be a key
consideration in any future rating deliberations.

Trends in CIT's asset quality performance have also been positive,
including in the firm's core corporate finance segment,
contributing to improved profitability. Trends have been aided by
CIT's sale of risky non-core assets, including non-accrual loan
portfolios. However, asset quality performance measures remain
elevated in comparison with pre-crisis levels. Problem loans will
likely continue to moderately decline as legacy portfolios run
off, but Moody's views the firm's mix of new originations and the
still uncertain economic environment as risks to this trend.

CIT's second lien secured debt is rated B1 because this class of
debt represents a preponderance of CIT's rated recourse
obligations. This will continue to be the case when the collateral
securing the debt is released and therefore the rating will remain
at B1 when that occurs.

The Ba3 rating on CIT's guaranteed senior secured revolving credit
remains unchanged at Ba3. Consequently, the debt's notching
relative to CIT's corporate family rating is reduced to one from
two, which reflects the pending release of the first lien
collateral position securing the facility upon the redemption of
CIT's series A notes. The line of credit will continue to include
guarantees from certain CIT subsidiaries. Additionally, CIT will
be required to certify on a quarterly basis that the guarantors
comply with a minimum 2.0x asset coverage covenant. Moody's
believes the guarantees and covenant warrant the one notch uplift
in the rating of the facility.

In its last rating action dated August 26, 2011, Moody's assigned
a Ba3 rating to CIT's $2 billion guaranteed senior secured
revolving line of credit.

The principal methodology used in rating CIT is Analyzing the
Credit Risks of Finance Companies.

CIT Group, Inc. is a bank holding company primarily focused on
serving the small business and middle market sectors with
headquarters in New York City and Livingston, New Jersey.


CLARE OAKS: Final Hearing on DIP Financing Set for March 6
----------------------------------------------------------
The Hon. Pamela S. Hollis the U.S. Bankruptcy Court for the
Northern District of Illinois, in a second interim order,
authorized Clare Oaks to obtain postpetition financing in the form
of a multiple draw term loan made available to the Debtor in a
principal amount of up to $6,000,000, with superpriority claims
and first priority priming liens senior to any prepetition or
postpetition liens from Senior Care Development, LLC or its
designee.

A final hearing on the Debtor's DIP financing motion will be held
on March 6, 2012, at 1:30 p.m. (prevailing Central Time).
Objections are due March 2 at 4:00 p.m.

As reported in the Troubled Company Reporter on Dec. 30, 2011, the
parties' DIP credit agreement provides that up to $5 million of
the funds may be used solely to (i) pay interest, fees and
expenses in connection with the loan; (ii) fund postpetition
operating expenses incurred by the Borrower in the ordinary course
of business; and (iii) pay certain costs and expenses in
connection with the administration of the Chapter 11 case.  Up to
$1 million of the Loan Proceeds may be solely used to make
adequate protection payments to Wells Fargo Bank, National
Association, as master trustee and bond trustee for series 2006
Illinois Finance Authority Revenue Bonds (Clare Oaks Project), for
the benefit of itself and the holders of prepetition debt.

The DIP obligations will be secured by (i) a first-priority
priming lien and security interest on all assets of the Debtor
including, without limitation, a leasehold mortgage on the
Debtor's leasehold interest under ground lease with the Sisters of
St. Joseph of the Third Order of St. Francis, Inc., (ii) first-
priority blanket liens and security interests on all other assets
of the Borrower that are not subject to existing liens, (iii)
second-priority liens on all collateral that is subject to valid,
perfected and non-avoidable liens, and (iv) super-priority
administrative expense claims against the Borrower's bankruptcy
estate.  The liens and super-priority claims granted to the DIP
Lender, however, are subject and subordinate only to (x) the
rights of Clare Oak residents to their deposits pursuant to any
agreement or order authorizing the Borrower to escrow or segregate
any Resident Deposits for the benefit of residents, and (y) the
carve-out for fees payable to the Clerk of Court, the U.S. Trustee
and the bankruptcy professionals employed in the case.

The DIP facility matures on the earliest of (i) July 31, 2012,
which date may be extended for one month; (ii) the effective date
of a plan of reorganization in the Chapter 11 case, (iii) the
closing of the sale, if any, of all or substantially all of the
Borrower's assets or (iv) the acceleration of the loans and the
termination of the commitments in accordance with the terms of the
DIP Loan Agreement.

The DIP Loan will carry interest at the greater of (i) 200 basis
points plus 4.0% per annum or (ii) the then-current LIBOR Rate
plus 4.0% per annum.  The default rate is an additional 200 basis
points per annum.

The Debtor is required to pay the DIP Lender a $300,000 commitment
fee (payable out of the initial advance).  If applicable, an
extension fee of $60,000 is payable on the maturity date.  A
$120,000 exit fee is also payable on the maturity date.

                        About Clare Oaks

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

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

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

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


CLEAR CHANNEL: Bank Debt Trades at 20% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 79.90 cents-on-the-dollar during the week ended Friday, Feb.
17, 2012, a drop of 1.63 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 365 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Jan.
30, 2016, and carries Moody's Caa1 rating and Standard & Poor's
CCC+ rating.  The loan is one of the biggest gainers and losers
among 164 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

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

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

                 About CC Media and Clear Channel

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

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

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

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

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


COMPREHENSIVE CARE: Lloyd Miller Discloses 8.4% Equity Stake
------------------------------------------------------------
Lloyd I. Miller, III, filed with the U.S. Securities and Exchange
Commission an amended Schedule 13G disclosing that, as of Dec. 31,
2011, he beneficially owns 5,399,914 shares of common stock of
Comprehensive Care Corporation representing 8.4% of the shares
outstanding.  A full-text copy of the regulatory filing is
available for free at http://is.gd/JlPHzl

                     About Comprehensive Care

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

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

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

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

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


COMPREHENSIVE CARE: Michael Marcus Discloses 2.4% Equity Stake
--------------------------------------------------------------
Michael J. Marcus filed an amended Schedule 13G with the U.S.
Securities and Exchange Commission disclosing that, as of Dec. 31,
2011, he beneficially owns 1,422,317 shares of common stock of
Comprehensive Care Corporation representing 2.4% of the shares
outstanding.  A full-text copy of the regulatory filing is
available at http://is.gd/feYmdU

                      About Comprehensive Care

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

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

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

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

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


COMPREHENSIVE CARE: Joshua Smith Discloses 7.3% Equity Stake
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Joshua I. Smith disclosed that, as of
Dec. 31, 2011, he beneficially owns 4,515,000 shares of common
stock of Comprehensive Care Corporation representing 7.3% of the
shares outstanding.  A full-text copy of the regulatory filing is
available for free at http://is.gd/eHlW1O

                     About Comprehensive Care

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

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

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

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

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


COMPREHENSIVE CARE: Benjamin West Discloses 6.8% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Benjamin B. West disclosed that, as of
Dec. 31, 2011, he beneficially owns 4,050,000 shares of common
stock of Comprehensive Care Corporation representing 6.8% of the
shares outstanding.  A full-text copy of the regulatory filing is
available for free at http://is.gd/tG1Ogg

                     About Comprehensive Care

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

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

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

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

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


CONVERTED ORGANICS: Bank of America Discloses 9.6% Equity Stake
---------------------------------------------------------------
Bank of America Corporation filed with the U.S. Securities and
Exchange Commission an amended Schedule 13G disclosing that, as of
Dec. 30, 2011, it beneficially owns 10,000,994 shares of common
stock of Converted Organics Inc. representing 9.66% of the shares
outstanding.  A full-text copy of the regulatory filing is
available for free at http://is.gd/qjUHNc

                     About Converted Organics

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

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

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

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


COOPER-STANDARD: S&P Upgrades Corporate Credit Rating to 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Novi, Mich.-based auto supplier Cooper-Standard
Automotive Inc. to 'BB-' from 'B+'. The outlook is stable.

"The rating action is based on our view that the company's
improved credit measures and continued free cash flow generation
will continue," said Standard & Poor's credit analyst Nancy
Messer. "We have re-assessed the financial risk score to
'significant' from 'aggressive'. This change in financial risk
scoring supports a higher corporate credit rating of 'BB-'. Our
assessment of the company's business risk remains 'weak'," S&P
said.

"We are raising our rating on Cooper-Standard because we now view
the company's financial risk profile as significant (formerly
aggressive)," S&P said.

"The assessment reflects our view that the company will continue
to generate consistent free cash flow after capital spending,"
continued Ms. Messer. "We believe Cooper-Standard reached lease-
and pension-adjusted total debt to EBITDA of about 2.5x at year-
end 2011, and could reduce leverage incrementally in 2012 because
of our assumption of EBITDA growth. We estimate that the company
generated free cash flow approaching $40 million in 2011; we also
estimate that this number could increase to about $90 million in
2012 because of lower working capital investment. Funds from
operations (FFO) to total debt is likely to reach about 27% in
2012. For the current rating, we expect Cooper-Standard to operate
with lease- and pension-adjusted total debt to EBITDA of 2.5x or
less and FFO to lease-adjusted total debt of 25% or better."

"The ratings on Cooper-Standard reflect the company's significant
financial risk profile and weak business risk profile. Cooper-
Standard, a tier 1 supplier to the global automotive light-vehicle
market, makes fluid-handling systems, body and chassis sealing
systems, and vibration control components. The significant
financial risk profile is based on our view that Cooper Standard's
improved credit measures, continued free cash flow generation, and
shareholder-driven financial policy track record will continue,"
S&P said.

"Cooper-Standard's sales are rising with increasing auto
production volumes in North America, offset by weakness in Europe.
We believe revenue for the two-year period 2011 to 2013 will rise
at a compound annual rate of 3%--this is likely lower than levels
that might have been achieved but for the missed future business
opportunities while the company was in bankruptcy for 2009?-and
part of 2010. As per our latest estimates, U.S. light-vehicle
sales will increase about 7% in 2012, year over year, to 13.6
million units, and a further 8% to 14.7 million units in 2013. The
company has significant exposure to U.S. light trucks, which we
view as a risk if gasoline prices were to again approach $4 per
gallon and push consumer sentiment toward more fuel-efficient
passenger cars in response, but the company has reduced this
exposure in recent years but gaining new business for passenger
cars. Another factor pressuring 2012 revenues will be production
volumes in Europe, which we believe will be flat at best," S&P
said.

"As with virtually all auto suppliers, the economic downturn
triggered restructuring actions and operational efficiency
initiatives that we believe have better positioned the company for
profitability as vehicle demand and, hence, sustainable rates of
production increase. We expect Cooper-Standard's relatively low
and variable cost structure, its restructuring efforts, and its
focus on lean manufacturing activities will allow it achieve
EBITDA margins, calculated to include our adjustments, in the 11%
to 12% range for 2012 and 2013," S&P said.

"Our rating outlook on Cooper-Standard is stable. We base this
outlook on our assumption that its restructuring activities and
operating efficiency initiatives will allow it achieve adjusted
EBITDA margins, in the 11% to 12% range for 2012 and 2013 on
revenue growth in the low-single-digit area and free cash
generation. We assume vehicle production rises modestly in North
America and that the company can deal adequately with our
expectation of flat to lower auto production in Europe for 2012,"
S&P said.

"We could raise our ratings if we believe Cooper-Standard can
achieve and sustain meaningful free cash generation of at least
$125 million for 12 months. We would also need to conclude that
the company could sustain pension- and lease-adjusted leverage of
2x or less and FFO to total debt of 30% or better. We would also
need to conclude that any use of its large cash balances would be
consistent with our expectations for a higher rating, because we
believe the company's concentrated ownership by financial sponsors
indicates that financial policies will remain aggressive. For an
upgrade, we would likely need to conclude that a more traditional
shareholder ownership structure (less concentration and perhaps a
public listing) would need to be established," S&P said.

"Alternatively, we could lower our ratings if we believe non-
European auto markets will not improve as we assume or if the
economic recovery falters, thereby preventing the company from
achieving and maintaining the financial measures that we expect
for the 'BB-' rating (adjusted leverage of under 2.5x for the next
two years and FFO to total debt of 25% or better). We could also
consider lowering our ratings if we believe the company will have
more than $25 million in negative free cash generation in 2012 or
2013 because of lower revenues, atypically high commodity costs,
unexpected higher capital spending, or impaired margins. We would
also lower our ratings if Cooper-Standard makes a transforming
acquisition with available cash or makes a debt-financed
acquisition, or if the board of directors adopts a radically
different business strategy or financial policies. We assume this
scenario is less likely in the near term," S&P said.


CORD BLOOD: Ironridge, et al., Cease to Hold 5% Equity Stake
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Ironridge Global IV, Ltd., Ironridge Global
Partners, LLC, Brendan T. O'Neil, Richard H. Kreger, and John C.
Kirkland disclosed that, as of Feb. 14, 2012, they ceased to be
the beneficial owner of more than 5% of Cord Blood America, Inc.'s
outstanding common stock.  A full-text copy of the regulatory
filing is available at no charge at http://is.gd/MdXLr6

                     About Cord Blood America

Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily
a holding company whose subsidiaries include Cord Partners, Inc.,
CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc.
D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel
Inc, D/B/A Rainmakers International.  Cord specializes in
providing private cord blood stem cell preservation services to
families.  BodyCells is a developmental stage company and intends
to be in the business of collecting, processing and preserving
peripheral blood and adipose tissue stem cells allowing
individuals to privately preserve their stem cells for potential
future use in stem cell therapy.  Properties was formed to hold
the corporate trademarks and other intellectual property of CBAI.
Rain specializes in creating direct response television and radio
advertising campaigns, including media placement and commercial
production.

As reported by the TCR on April 5, 2011, Rose, Snyder & Jacobs, in
Encino, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern. The independent auditors
noted that the Company has sustained recurring operating losses,
continues to consume cash in operating activities, and has
insufficient working capital and an accumulated deficit at
Dec. 31, 2010.

The Company reported a net loss attributable to Cord Blood America
of $8.09 million on $4.13 million of revenue for the year ended
Dec. 31, 2010, compared with a net loss attributable to Cord Blood
of $9.77 million on $3.24 million of revenue during the prior
year.

The Company reported a net loss of $3.82 million on $4.38 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $6.03 million on $2.74 million of revenue for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $7.58
million in total assets, $7.03 million in total liabilities and
$552,625 in total stockholders' equity.


CROSS BORDER: Lazarus Investment Discloses 7.5% Equity Stake
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Lazarus Investment Partners LLLP and its
affiliates disclosed that, as of Feb. 14, 2012, they beneficially
own 1,205,539 shares of common stock of Cross Border Resources,
Inc., representing 7.5% of the shares outstanding.  A full-text
copy of the regulatory filing is available at http://is.gd/Xy7peo

                    About Cross Border Resources

Cross Border Resources, Inc. f/k/a Doral Energy Corp. (OTC BB:
DRLY) -- http://www.DoralEnergy.com/-- is a licensed oil and gas
operator in the state of New Mexico.  The Company is headquartered
in Midland, Texas.

The Company's balance sheet at Sept. 30, 2011, showed
$25.92 million in total assets, $7.88 million in total liabilities
and $18.04 million in total stockholders' equity.

As reported in the Troubled Company Reporter on Nov. 23, 2010,
MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt
about Doral Energy's ability to continue as a going concern
following the Company's results for the fiscal year ended July 31,
2010.  The independent auditors noted that the Company has
negative working capital and recurring losses from operations.


DEEL LLC: Court Ordered the Closing of Non-Lead Debtors' Cases
--------------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware issued an order and final decree closing the
Chapter 11 cases of the Non-Lead Debtors in the Chapter 11 cases
of Deel, LLC, et al.

The Court also ordered that to the extent not already paid, the
fees required to be paid to the U.S. Trustee will be paid soon as
reasonably practicable after the date of the entry of the order.

                      About Magic Brands

Headquartered in Austin, Texas, Magic Brands, LLC --
http://www.fuddruckers.com/-- operated 62 Fuddruckers locations
in 11 states and 3 Koo Koo Roo restaurants in California.

Magic Brands and its operating units filed for Chapter 11
protection on April 21, 2010 (Bankr. D. Del. Lead Case No.
10-11310).  It estimated assets of up to $10 million and debts at
$10 million to $50 million in its Chapter 11 petition.  Affiliate
Fuddruckers, Inc., also filed, estimating assets and debts at
$50 million to $100 million.

FocalPoint Securities, LLC, serves as investment banker to Magic
Brands, and Goulston & Storrs serves as lead bankruptcy counsel.
Kurtzman Carson Consultants, LLC, is the claims and notice agent.

The Official Committee of Unsecured Creditors has tapped Kelley
Drye & Warren LLP as counsel and Klehr Harrison Harvey Branzburg
LLP as co-counsel.

Magic Brands in July 2010 closed the sale of the Fuddruckers
stores and franchise business to restaurant operator Luby's Inc.
for $63.5 million.  Magic Brands changed its name to Deel LLC
following the Luby's sale.


DEX MEDIA EAST: Bank Debt Trades at 53% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 47.32 cents-on-
the-dollar during the week ended Friday, Feb. 17, 2012, a drop of
0.43 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 250 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 24, 2014.  The
loan is one of the biggest gainers and losers among 164 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                 About R.H. Donnelley & Dex Media East

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

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

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


DEX MEDIA WEST: Bank Debt Trades at 43% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 56.96 cents-on-
the-dollar during the week ended Friday, Feb. 17, 2012, a drop of
0.58 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 450 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 24, 2014, and
carries Standard & Poor's CCC rating.  The loan is one of the
biggest gainers and losers among 164 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

               About R.H. Donnelley & Dex Media East

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

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

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


DIRECT BUY: Moody's Lowers Corporate Family Rating to 'Ca'
----------------------------------------------------------
Moody's Investors Service downgraded to Ca from Caa3 the Corporate
Family and Probability of Default ratings of Direct Buy Holdings,
Inc. The outlook remains negative. Concurrently, all ratings will
be withdrawn because Moody's believes that it will no longer has
sufficient information to effectively assess the creditworthiness
of Direct Buy Holdings, Inc. and is information is unlikely to be
available in the near future.

Ratings downgraded:

Corporate Family Rating to Ca from Caa3

Probability of Default Rating to Ca from Caa3

$335 million Senior Secured Second Lien Notes to Ca (LGD4, 50%)
from Caa3 (LGD 4, 50%).

RATINGS RATIONALE

The downgrades of Direct Buy's ratings to Ca consider that the
company: (1) has yet to make its February 1, 2012 interest payment
on its $335 million second lien notes, and is therefore operating
within the 30-day grace period, which expires March 2, 2012; (2)
is in default of a financial covenant related to its revolving
credit facility (not rated by Moody's); (3) received a going
concern opinion from its auditors, and (4) retained a financial
advisor in connection with a debt restructuring. Moody's believes
that these events increase the likelihood of a distressed exchange
or other recapitalization that would impair creditors.

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

Direct Buy, Inc., headquartered in Merrillville, Indiana, is a
membership buying club that operates under a franchise business
model.


DOT VN: Adam Benowitz Discloses 9.9% Equity Stake
-------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Adam Benowitz and his affiliates disclosed
that, as of Dec. 31, 2011, they beneficially own 6,959,203 shares
of common stock of Dot VN, Inc., representing 9.99% of the shares
outstanding.  A full-text copy of the regulatory filing is
available for free at http://is.gd/w4I1hP

                           About Dot VN

Dot VN, Inc. (OTC BB: DTVI) -- http://www.DotVN.com/-- provides
Internet and telecommunication services for Vietnam and operates
and manages Vietnam's innovative online media web property,
http://www.INFO.VN

The Company is the "exclusive online global domain name registrar
for .VN (Vietnam)."  Dot VN is the sole distributor of Micro-
Modular Data Centers(TM) solutions and E-Link 1000EXR Wireless
Gigabit Radios to Vietnam and Southeast Asia region.  Dot VN is
headquartered in San Diego, California with offices in Hanoi,
Danang and Ho Chi Minh City, Vietnam.

Dot VN was incorporated in the State of Delaware on May 27, 1998,
under the name Trincomali Ltd.

The Company reported a net loss of $2.38 million on $464,886 of
revenue for the six months ended Oct. 31, 2011, compared with a
net loss of $2.95 million on $578,310 of revenue for the same
period a year ago.

The Company reported a net loss of $5 million on $1.01 million of
revenue for the year ended April 30, 2011, compared with a net
loss of $7.32 million on $1.12 million of revenue during the prior
year.

The Company's balance sheet at Oct. 31, 2011, showed $2.58 million
in total assets, $9.24 million in total liabilities and a $6.65
million total shareholders' deficit.

PLS CPA, in San Diego, Calif., noted that the Company's losses
from operations raise substantial doubt about its ability to
continue as a going concern.


DOWNEY REGIONAL: City Council to Consider Financial Deal
--------------------------------------------------------
Phillip Zonkel, staff writer at Press-Telegram, reports that the
City Council of Los Angeles, California, was expected to consider
a financial agreement with Downey Regional Medical Center-Hospital
at a Feb. 14 council meeting.  The report says, as part of its
financial restructuring, the medical center wants to sign a new
lease with the city.

                     About Downey Regional

Downey Regional Medical Center is a 90-year-old, 199-bed, not-for-
profit regional hospital and medical center in Southeast Los
Angeles County, California.  Downey Regional Medical sought
Chapter 11 protection (Bankr. C.D. Calif. Case No. 09-34714) on
Sept. 14, 2009.  Lisa Hill Fenning, Esq., at Arnold & Porter LLP
in Los Angeles, represents the Debtor in its restructuring effort.
In its petition, the Debtor estimated assets and debts between
$10 million and $50 million.

According to the Troubled Company Reporter on Feb. 7, 2012,
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that Downey Regional Medical Center-Hospital Inc. won
approval of the reorganization plan on Jan. 30.  The hospital will
continue operating as a not-for-profit institution.  About
$16.5 million in taxable bonds will be repurchased as part of the
plan.  The hospital received a favorable vote from all creditor
classes except one.

TCR related that the stand-alone plan received a favorable vote
from all creditor classes except one.  The hospital will remain as
a nonprofit institution.  About $16.5 million in taxable bonds
will be repurchased as part of the plan.


DOUGLASS INDUSTRIES: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------------
Paul Grimaldi at Providence Journal reports that Douglass
Industries Inc. filed the Chapter 11 petition in U.S. District
Court in Providence, Rhode Island, along with two related
businesses -- Quality Concrete Corp. and Construction Materials
Corp.

According to the report, in 1996, Douglass Industries announced
ambitious plans to develop about 600 acres off Fish Road into a
resort with a convention center, hotel, golf-and-tennis club and
other amenities.  The project never came to pass.  Neither did
later plans Douglass Industries had to open an asphalt plant in
Tiverton, Rhode Island.

Scott J. Douglass operates all three businesses.


DYNEGY INC: Examiner Okayed to Issue Subpoenas to Third Parties
---------------------------------------------------------------
The bankruptcy judge has authorized, but not directed, Susheel
Kirpalani, Esq., the Chapter 11 examiner for the Debtors, to issue
subpoenas under Rule 2004 of the Federal Rules of Bankruptcy
Procedure against Dynegy Inc. and its non-Debtor affiliates and
any third party that the Examiner reasonably believes, based upon
his investigation, may be in possession of documents or
information relevant to his investigation.

Katherine Scherling, Esq., at Quinn Emanuel Urquhart & Sullivan,
LLP, in New York, informed the Court that subpoenas for the
production of documents were served to Dynegy, Inc., White & Case
LLP, Lazard Ltd., David Kurtz of Lazard Ltd., Goldman Sachs
Lending Partners LLC, Credit Suisse AG Cayman Islands Branch, and
Credit Suisse Securities (USA) LLC.

Subpoenas were also issued to Samuel Merksamer, Vincent Intrieri,
Michael Embler, E. Hunter Harrison, Kent Stephenson, Charles
Cook, David Biegler, Felix Pardo, Lynn Lednicky, Thomas Elward,
Tracy McLaughlin, Barclays Capital, and Houlihan Lokey.

The Chapter 11 Examiner sought authority to issue subpoenas for
the production of documents and the examination of persons and
entities determined to have information relevant to the issues the
Court has directed him to investigate and to establish procedures
governing responses to those subpoenas.

Mr. Kirpalani noted that the Court mandated a defined
investigation and a written report within 60 days of his
appointment, which is, on or before March 12, 2012.  He said he
is cognizant of that deadline and the enormity of the task of
gathering, on an expedited basis, facts relevant to the
investigation.

For these reasons, Mr. Kirpalani asserted, he needs the ability to
issue subpoenas without the need to file separate applications
pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure for each and every respondent that becomes relevant to
his investigation, subject to the rights of all respondents to
contest the scope and burden of any subpoenas at the appropriate
time.

                        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: Wins Final Approval to Pay Critical Vendors
-------------------------------------------------------
The bankruptcy court has authorized Dynegy Holdings LLC and its
affiliates, on a final basis, to pay Critical Vendor Claims,
Shippers Claims and Lien Claimant Claims in an aggregate amount
not to exceed $300,000; provided that, the Office of the United
States Trustee and the counsel to the Official Committee of
Unsecured Creditors will be provided with weekly reports of any
payments made.  Counsel to the Debtors will certify that any
payment made under the Final Order is appropriate under a certain
three prong test.

In addition, the Debtors are authorized, but not required, to pay
the prepetition claims of the Critical Vendors who agree to
continue to supply goods or services to the Debtors postpetition
on terms and conditions acceptable to the Debtors, in their sole
discretion.

Sophia P. Mullen, Esq., at Sidley Austin LLP, in New York, told
the Court that collectively, the Debtors' vendors and service
providers ensure that the Debtors receive all of the fuel, goods,
equipment, and other materials necessary to operate the Roseton
and Danskammer Facilities in accordance with prudent operating
standards and applicable law.  Any significant disruption in the
Debtors' vendor network, like a vendor halting delivery of
certain necessary materials or fuel, or a vendor refusing to
perform duties necessary for the Debtors to comply with the
multi-faceted regulatory regime governing the Debtors'
businesses, could result in one or both of the Facilities
shutting down, potentially causing blackouts in the New York
state area.

                        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: Has No Controlling Interest in Debtors
--------------------------------------------------
Five of Dynegy Inc.'s affiliates filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code.  With the
commencement and progression of the Chapter 11 cases, Dynegy's
management was required to evaluate whether the bankruptcy filing
had any impact on its consolidation analysis.

Dynegy disclosed in a regulatory filing with the U.S. Securities
and Exchange Commission on Feb. 3, 2012, that based on extensive
review and after consulting with Dynegy's accounting and other
advisors, on January 30, 2012, Dynegy's management concluded that
under applicable accounting standards, Dynegy no longer had a
controlling financial interest in DH and its consolidated
subsidiaries as of November 7, 2011, the date of the filing of
the Chapter 11 Cases,

Based on that conclusion, Dynegy's consolidated financial
statements will reflect the deconsolidation of DH and its
consolidated subsidiaries as of November 7, the Company said.
The subsidiaries Dynegy will deconsolidate include entities
comprising its Gas and DNE segments.  Subsequent to the
deconsolidation, Dynegy is accounting for its investment in DH
and its consolidated subsidiaries using the equity method of
accounting commencing with the date of the filing of the Chapter
11 Cases.  Dynegy's management believes that control over DH and
its consolidated subsidiaries will likely revert to Dynegy upon
emergence from bankruptcy with Dynegy assuming the obligations of
DH in connection with the terms of the proposed Amended and
Restated Support Agreement entered into by Dynegy, DH and certain
holders of DH's senior and subordinated notes.

The deconsolidation of DH and its consolidated subsidiaries is
considered a disposition of assets by Dynegy requiring the
presentation of certain pro forma financial information, the
Company stated.

                        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: Has $2.45-Bil. Current Deficit as of Sept. 30
---------------------------------------------------------
Dynegy Inc. had a working capital deficit of US$2.455 billion at
Sept. 30, 2011, as compared to working capital of US$679 million
at Dec. 31, 2010.

In August 2011, the Company completed a reorganization of its
subsidiaries, whereby, (i) substantially all of the Company's
coal-fired power generation facilities are held by Dynegy Midwest
Generation, LLC, (ii) substantially all of the Company's natural
gas-fired power generation facilities are held by Dynegy Power,
LLC, an indirect wholly owned subsidiary of Dynegy Holdings, LLC
and (iii) 100% of the ownership interests of Dynegy Northeast
Generation, Inc., the entity that indirectly holds the equity
interest in the subsidiaries that operate the Roseton and
Danskammer power generation facilities, including the leased
units, are held by DH.

As a result of the Reorganization, the Company's primary sources
of internal liquidity are cash flows from operations and cash on
hand.

The Company's primary sources of external liquidity are proceeds
from capital market transactions to the extent it engages in such
transactions.

Cash flow provided by operations totaled US$50 million for the
nine months ended Sept. 30, 2011.  Cash flow provided by
operations totaled US$670 million for the nine months ended
Sept. 30, 2010.

Cash flow provided by investing activities totaled US$159 million
for the nine months ended Sept. 30, 2011.  Cash flow used in
investing activities totaled US$614 million for the nine months
ended Sept. 30, 2010.

The Company had approximately US$185 million and US$270 million
in capital expenditures during the nine months ended Sept. 30,
2011, and 2010, respectively.

There was a US$142 million cash inflow related to restricted cash
balances during the nine months ended Sept. 30, 2011, primarily
due to (i) the release of US$850 million upon the termination of
the Company's former Fifth Amended and Restated Credit Agreement,
(ii) the release of US$43 million upon the completion of the
Sithe Tender Offer, and (iii) the release of US$50 million
related to the expiration of a security and deposit agreement.
These decreases in restricted cash were partially offset by
increases of US$631 million, US$139 million and US$27 million
associated with the DPC Credit Agreement, the DMG Credit
Agreement, and a DH Letter of Credit Reimbursement and Collateral
Agreement with CS, respectively.

Cash outflow for purchases of short-term investments during the
nine months ended Sept. 30, 2011, totaled US$284 million.  Cash
inflow related to maturities of short-term investments for the
nine months ended Sept. 30, 2011, was US$475 million.  Other
investing activities included US$11 million of property insurance
claim proceeds.

Cash outflow related to purchases of short-term investments
during the nine months ended Sept. 30, 2010, totaled US$428
million.  Cash inflow related to maturities from short-term
investments for the nine months ended Sept. 30, 2010, totaled
US$143 million.  There was a US$53 million cash outflow related
to restricted cash balances during the nine months ended
Sept. 30, 2010, primarily due to an increase in the Sithe
restricted cash balance.  There was a US$15 million cash outflow
related to the Company's PPEA funding commitment.  Other
investing activities included US$9 million related to the
distribution of an investment.

Cash flow provided by financing activities totaled US$381 million
for the nine months ended Sept. 30, 2011.  Cash flow used in
financing activities totaled US$36 million for the nine months
ended Sept. 30, 2010, related to US$31 million of repayments of
borrowings on Sithe senior debt and US$5 million of financing
fees.

      DH Bankruptcy Filing/Restructuring Support Agreement

On Nov. 7, 2011, Dynegy Holdings, LLC still had significant debt
service requirements in connection with its outstanding notes and
debentures, and there were significant payment obligations
related to the leasehold interests in the Danskammer and Roseton
facilities.  On that date, DH and four of its wholly owned
subsidiaries, Dynegy Northeast Generation, Inc., Hudson Power,
L.L.C., Dynegy Danskammer, L.L.C., and Dynegy Roseton, L.L.C.,
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the Southern
District of New York, Poughkeepsie Division.  Dynegy Inc. and its
subsidiaries, other than the five Debtor Entities, did not file
voluntary petitions for relief and are not debtors under Chapter
11 of the Bankruptcy Code.

The Chapter 11 Cases were filed in accordance with a
Restructuring Support Agreement among Dynegy Inc., DH and certain
holders of an aggregate of approximately US$1.4 billion of DH's
Old Notes.  The Debtor Entities' proposed financial
restructuring, as outlined in the Support Agreement and the
restructuring term sheet attached thereto, has the support of the
Consenting Noteholders.

Pursuant to the Support Agreement, the Consenting Noteholders
agree, upon the terms and subject to the conditions contained in
the Support Agreement, to (i) vote their claims under the Old
Notes in favor of the Restructuring and not withdraw or revoke
such vote; except as permitted under the Support Agreement, (ii)
not object to the Restructuring; (iii) not initiate legal
proceedings inconsistent with or that would prevent, frustrate,
delay or impede the Restructuring; (iv) not vote for, consent to,
participate, solicit, support, formulate, entertain, encourage or
engage in discussions or negotiations, or enter into any
agreements relating to, any alternative to the Restructuring; and
(v) not solicit, encourage, or direct any person or entity,
including the indenture trustee under the indenture for the Old
Notes, to undertake any such action.

Additionally, the Consenting Noteholders agree not to transfer or
assign their claims, including any voting rights, until Dec. 7,
2011, and thereafter to only transfer or assign their claims to
parties who also agree to assume and be bound by the Support
Agreement, subject to certain exceptions and procedural
requirements.  Subject to fiduciary duties, Dynegy Inc. and DH
agree to use their reasonable best efforts to (i) support and
complete the Restructuring, (ii) take all necessary and
appropriate actions in furtherance of the Restructuring and the
transactions related thereto, (iii) complete the Restructuring
and all transactions related thereto within the time-frames
outlined in the Support Agreement, (iv) obtain all required
governmental, regulatory and/or third-party approvals for the
Restructuring and (v) take no actions inconsistent with the
Support Agreement or the confirmation and consummation of the
Plan.

The Support Agreement may be terminated if (among other things):
(i) a Chapter 11 Plan and other documents required to implement
the Restructuring are not, with respect to any economic or other
material term of the Restructuring, in form and substance
acceptable to a Majority of the Consenting Noteholders by Dec. 7,
2011; (ii) the Bankruptcy Court has not entered an order
approving the Disclosure Statement related to the Plan by March
15, 2012; (iii) the Bankruptcy Court has not entered an order
confirming the Plan by June 15, 2012; or (iv) the Plan has not
become effective by Aug. 1, 2012.

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

                      http://is.gd/mWkg3N

                        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)


EADS LLC: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------
Debtor: EADS, LLC
        P.O. Box 1470
        Washington, DC 20013

Bankruptcy Case No.: 12-00097

Chapter 11 Petition Date: February 16, 2012

Court: United States Bankruptcy Court
       District of Columbia (Washington, D.C.)

Judge: Judge S. Martin Teel, Jr.

Debtor's Counsel: William C. Johnson, Jr., Esq.
                  LAW OFFICES OF WILLIAM C. JOHNSON, JR.
                  1229 15th St. NW
                  Washington, DC 20005
                  Tel: (202) 525-2958
                  Fax: (202) 525-2961
                  E-mail: wjohnson@dcmdconsumerlaw.com

Scheduled Assets: $3,674,000

Scheduled Liabilities: $2,645,200

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/dcb12-00097.pdf

The petition was signed by Jason Saunders, managing member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
BHI International, Inc.                12-00039   01/24/12


EASTMAN KODAK: Judge Says Tax Impact Slight Under Bankruptcy
------------------------------------------------------------
A retired U.S. Bankruptcy Court judge said Eastman Kodak Company's
bankruptcy is unlikely to have an effect on its property tax
payments to local municipalities, according to a February 11
report by Rochester Democrat and Chronicle.

That means local taxpayers and communities should be shielded from
potentially losing millions of dollars in tax revenue.

"Real estate taxes are secured debt up to the value of the
property, and post-petition taxes -- those taxes paid after filing
the bankruptcy petition -- are paid normally," RDC quoted retired
judge John Ninfo II as saying.

Mr. Ninfo, who retired at the end of 2011 after 19 years as a U.S.
Bankruptcy Court judge for the Western District of New York, said
the municipalities can petition the court to allow foreclosure if
a company in bankruptcy fails to pay real estate taxes.

Noah Lebowitz, Monroe County spokesman, expressed belief that
taxing jurisdictions would be "close to the front of the line to
be paid" since taxes owed are given priority in a bankruptcy
proceeding, RDC reported.

Eastman Kodak has the sixth-largest assessed value of property in
Monroe County with more than $100 million.  The company also pays
substantial property taxes to the county, city of Rochester, town
of Greece and the Greece Central School District.

According to documents provided by Monroe County, Eastman Kodak
has more than 13.4 million square feet of building space spread
among its hundreds of acres of properties.

The company's properties in Greece are valued at $29.4 million,
and those in the city are valued at $76.3 million.  In Greece
alone, its most recent property tax bills -- town, county and
school -- were in excess of $1 million, according to the report.

                       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: Holzer Mulls Potential Securities Fraud Case
-----------------------------------------------------------
Holzer Holzer & Fistel, LLC, said it is investigating potential
violations of the federal securities laws by Eastman Kodak Company
(NYSE: EK).  The investigation, according to a statement posted at
the firm's Web site, focuses on whether a series of statements
made between January 26, 2011 and September 23, 2011, inclusive,
regarding Kodak's business, its prospects and its operations were
materially false and misleading at the time they were made.  On
September 23, 2011, Kodak announced it was borrowing $160 million
dollars against its credit line for general corporate purposes.
Holzer Holzer & Fistel's investigation seeks to determine whether,
in light of the Company's announcement, certain of Kodak's prior
public statements regarding its business model and cash position
were false.  Kodak, the firm pointed out, has reportedly entered
discussions with several hedge funds about providing approximately
$900 million in financing while the Company attempts to sells some
of its patents.

Holzer Holzer & Fistel, LLC is an Atlanta, Georgia law firm that
dedicates its practice to vigorous representation of shareholders
and investors in litigation nationwide, including shareholder
class action and derivative litigation. More information about the
firm is available through its Web site, http://www.holzerlaw.com/
and upon request from the firm.  Holzer Holzer & Fistel, LLC has
paid for the dissemination of this promotional communication, and
Michael I. Fistel, Jr. is the attorney responsible for its
content.

                       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: Proposes James A. Mesterharm as CRO
--------------------------------------------------
Eastman Kodak Company and its debtor affiliates seek the Court's
authority to employ AP Services, LLC, and designate James A.
Mesterharm as chief restructuring officer pursuant to Sections 330
and 331 of the Bankruptcy Code.  The Debtors seek to employ the
firm nunc pro tunc to the Petition Date.

As CRO, Mr. Mesterharm will work collaboratively with the Debtors'
senior management team and board of directors, as well as the
Debtors' other professionals.  He will also assist the Debtors in
evaluating and implementing strategic and tactical options through
the restructuring process.

In addition, APS has agreed to provide certain temporary staff to
assist Mr. Mesterharm and the Debtors in their restructuring
efforts.  APS may provide assistance to the Debtors in relation to
their investments in and the business of their non-debtor
subsidiaries, affiliates and business counterparts, domestic and
international.

The Debtors anticipate Mr. Mesterharm and the Temporary Staff to
perform these services:

  (a) Provide overall leadership of the restructuring process,
      including working with a wide range of stakeholder groups,
      together with the Debtors' senior management.

  (b) Assist management of the Debtors in the design and
      implementation of a restructuring strategy, together with
      the Debtors' other professionals, which is designed to
      maximize enterprise value and take into account the unique
      interests of all constituencies.

  (c) Assist management of the Debtors in overseeing the
      implementation of a business strategy and operational
      restructuring plan that is designed to streamline the
      Debtors' cost base and efficiency of operations and enable
      sustainable, profitable growth while preserving the
      Debtors' customer base.

  (d) Assist the Debtors and their management in managing and
      monitoring a 13-week cash flow forecasting tool, and also
      work closely with the Debtors and their business
      relationships to improve cash management and cash
      preservation.

  (e) Assist in communication and negotiation with outside
      constituents including the debtor-in-possession lenders
      and their advisors, the Second-lien Lenders and their
      advisors, the Creditors Committee and its advisors, as
      well as customers, suppliers and other stakeholders, as
      appropriate.

  (f) Assist with the preparation of the statement of affairs,
      schedules and other regular reports required by the
      bankruptcy court as well as providing assistance in those
      areas as testimony before the bankruptcy court on matters
      that are within APS' areas of expertise and within APS'
      area of testimonial competencies.

  (g) Assist the Debtors and its other professionals in
      developing the Debtors' Plan of Reorganization and
      Disclosure Statement, and with presenting these documents
      to the bankruptcy court and all involved parties, as
      required by the bankruptcy process.

  (h) Assist as requested in analyzing preferences and other
      avoidance actions.

  (i) Manage the claims and claims reconciliation processes.

  (j) Assist the Debtors' investment banker, as required, in
      obtaining and compiling information that is needed to
      present the Debtors or certain assets of the Debtors to
      prospective purchasers or investors.

  (k) Assist with other matters as may be requested that fall
      within APS' expertise and that are mutually agreeable.

The engagement letter dated January 23, 2012, between APS and the
Debtors contains standard indemnification language with respect to
APS' services.

Mr. Mesterharm will be paid an hourly rate of $880 for his
services.  Additional Temporary Staff will be paid an hourly rate
ranging from $305 to $920.  APS will be reimbursed its necessary
out-of-pocket expenses.

APS will also be paid a success fee based on two metrics, a
Completion Fee and a Value Recovery Fee.  The Completion Fee will
be earned based upon (i) confirmation of a Chapter 11 Plan or
Plans of Reorganization, sponsored by Eastman Kodak Company and
certain of its major subsidiaries; or (ii) the closing of one or
more sales of a substantial portion of the assets of the Company
and certain of its major subsidiaries.  The Completion Fee will
equal $3.0 million.

The Value Recovery Fee will be calculated based on the Recovery to
Unsecured Creditors of the Company as estimated in the Disclosure
Statement for the Plan.  The target bonus for the Value Recovery
Fee will be $1.5 million and will be earned based on an estimated
30% Recovery to the Unsecured Creditors of the Company, although
the Value Recovery Fee may be less than or greater than $1.5
million.  If the Recovery Percentage is 10% or less the Value
Recovery Fee will be $0.  For a 10% increase in the Recovery
Percentage above 90%, the multiplier will increase by 1.

The maximum Success Fee, including the Completion Fee and the
Value Recovery Fee, will be $10.5 million.  APS will earn the
maximum Value Recovery Fee if the estimated Recovery Percentage to
all Unsecured Creditors is equal to or in excess of 100%.

James A. Mesterharm, a managing director at AlixPartners, LLP, and
an authorized representative of AP Services, LLC, discloses that
APS has not received a retainer from the Debtors.  During the 90
days prior to the Petition Date, the Debtors paid APS a total of
$752,331, incurred in providing services to the Debtors.

Mr. Mesterharm also assures the Court that APS knows of no fact or
situation that would represent a conflict of interest for APS with
regard to the Debtors.  He, however, discloses that APS has
represented or is representing parties-in-interest in matters
unrelated to the Debtors' bankruptcy proceedings.

                        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: Taps FTI for Transitional Services
-------------------------------------------------
Eastman Kodak Co. and its affiliates have sought the Court's
authority to employ FTI Consulting, Inc., to provide a chief
restructuring officer through and including January 22, 2012, and
additional FTI personnel to provide transitional services.  The
Debtors seek approval of the employment application, nunc pro tunc
to the Petition Date, and pursuant to Section 363 of the
Bankruptcy Code.

On October 2, 2011, FTI was engaged to provide financial advisory
and consulting services to the Debtors.  On January 17, 2012, and
effective as of the Petition Date, the Debtors executed a second
engagement letter retaining FTI to, specifically, appoint Dominic
Di Napoli as the Debtors' chief restructuring officer and provide
for additional personnel to provide to the Debtors the services
necessary for their transition to Chapter 11.

On January 23, 2012, James A. Mesterharm of Alix Partners LLP was
appointed to the position of CRO.  Additional personnel from Alix
were also hired to provide restructuring support services to the
Debtors.

The FTI Personnel have provided services to the Debtors in a
transition capacity until the time all the projects and tasks they
managed and provided are assumed by the Alix Personnel or the
Debtors, Randall S. Eisenberg, a senior managing director of FTI
Consulting, Inc., tells the Court.  Mr. Eisenberg says the
Transition Services are necessary to the orderly transition of
workstreams to the Alix Personnel and are expected to be required
for a period of no longer than approximately two weeks from
January 23.

The FTI Personnel provides these Restructuring Services to the
Debtors:

  (a) Assist the Debtors with information and analyses required
      pursuant to the Debtors' postpetition financing;

  (b) Assist with the identification and implementation of
      short-term cash management procedures;

  (c) Assist the Debtors with respect to identification of core
      business assets and the disposition of assets or
      liquidation of unprofitable operations;

  (d) Assist in the preparation of financial information for
      distribution to creditors and others, including, but not
      limited to, cash receipts and disbursement analysis,
      analysis of various asset and liability accounts, and
      analysis of proposed transactions for which the Court's
      approval is sought;

  (e) Assist with implementing procedures and strategies to
      maintain continuity of supply, maintain an effective
      vendor management process, including responding to and
      tracking calls received from suppliers, determine and
      negotiate essential vendor and foreign supplier
      strategies, and produce various management reports to
      implement and monitor those strategies;

  (f) Advise and provide guidance with global corporate
      communications function and coordinating the day to day
      business communications to internal and external
      stakeholders;

  (g) Assist the Debtors in the identification of executory
      contracts and unexpired leases and perform cost/benefit
      evaluations with respect to the assumption or rejection of
      each during a Chapter 11 proceeding;

  (h) Assist the Debtors in the preparation of financial related
      disclosures required by the Court during a Chapter 11
      proceeding, including the Schedules of Assets and
      Liabilities, the Statement of Financial Affairs, and
      Monthly Operating Reports;

  (i) Assist the Debtors in claims processing, analysis, and
      reporting, including plan classification modeling and
      claim estimation;

  (j) Assist the Debtors in responding to and tracking
      reclamation claims;

  (k) Provide assistance with implementation of court orders;

  (l) Assist in the evaluation and analysis of avoidance
      actions, including fraudulent conveyances and preferential
      transfers;

  (m) Participate in meetings and provide support to the Debtors
      and their other professional advisors in negotiations with
      potential investors, banks and other secured lenders, any
      creditors' committee, the U.S. Trustee, other
      parties-in-interest, and professionals hired by the same,
      as requested;

  (n) Assist in the preparation of information and analysis
      necessary for the confirmation of a plan of reorganization
      in these Chapter 11 cases, including information contained
      in the disclosure statement;

  (o) Assist the Debtors with plan distribution activities;

  (p) Provide assistance with tax planning and compliance issues
      with respect to any proposed plans of reorganization, as
      well as any and all other tax assistance as may be
      requested from time to time;

  (q) Provide financial support and analyses involving various
      litigation matters involving the Debtors; and

  (r) Render other restructuring and general business consulting
      or other assistance for the Debtors or the Debtors'
      subsidiaries and affiliates as the Debtors' management or
      counsel may request, that are not duplicative of services
      provided by other professionals retained in these cases.

The FTI Personnel also provides Transition Services, which include
the transfer of various worksteams and assigned tasks primarily
pertaining to vendor management and related communications,
treasury functions, retiree and pension analyses, cash management
and general corporate communications related to the Debtors'
Chapter 11 bankruptcy cases.

FTI's personnel in the United States are paid these customary
hourly rates:

      CRO/ Senior Managing Directors           $780 to $895
      Directors / Managing Directors           $560 to $745
      Consultants / Senior Consultant          $280 to $530
      Administrative / Paraprofessionals       $115 to $230

FTI's personnel in the United Kingdom are paid these customary
hourly rates:

      Senior Managing Directors                GBP675
      Directors / Managing Directors           GBP500 to GBP560
      Consultants / Senior Consultant          GBP360 to GBP415
      Associates / Administrative              GBP115 to GBP220

FTI will also be reimbursed for any reasonable out-of-pocket
expenses incurred.  The Debtors and FTI have also agreed to
certain indemnification provisions contained in the Engagement
Letter.

Mr. Eisenberg tells the Court that FTI is not aware of any
conflicts of interest or additional relationships that would
preclude it from performing the services to the Debtors.  He,
however, says FTI may represent parties-in-interest in matters
unrelated to the Debtors' bankruptcy cases.

Mr. Eisenberg discloses that FTI has received "on account" cash
and fees in connection with preparing for the filing of the
Chapter 11 cases during the Initial Engagement totaling
$5,769,250.  FTI also received payments totaling $500,000 in "on
account" cash.  As of the Petition Date, the unapplied "on
account" cash will constitute a general retainer for the
Transition Services, will not be segregated by FTI in a separate
account, and will be held until the end of the Transition Services
period and applied to FTI's final fees in the Chapter 11 cases.
FTI will apply the "on account" cash to any fees, charges and
disbursements incurred before the Petition Date that remain
unpaid.

                        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).

                        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).


EMISPHERE TECHNOLOGIES: Bai Feng Discloses 9.8% Equity Stake
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Bai Ye Feng disclosed beneficial ownership of
6,184,389 shares of common stock of Emisphere Technologies, Inc.,
as of Dec. 31, 2011.  The amount of shares represents 9.82% based
on 60,977,210 shares of common stock outstanding as of Jan. 18,
2012, and reported on the Company's Form 10-K/A filed on Jan. 19,
2012.  A full-text copy of the Schedule 13G, as amended, is
available for free at http://is.gd/RfVybM

                   About Emisphere Technologies

Based in Cedar Knolls, New Jersey, Emisphere Technologies, Inc.
(OTC BB: EMIS) -- http://www.emisphere.com/-- is a
biopharmaceutical company that focuses on a unique and improved
delivery of pharmaceutical compounds and nutritional supplements
using its Eligen(R) Technology.  The Eligen(R) Technology can be
applied to the oral route of administration as well other delivery
pathways, such as buccal, rectal, inhalation, intra-vaginal or
transdermal.

Since its inception in 1986, Emisphere has generated significant
losses from operations.  Emisphere anticipates it will continue to
generate significant losses from operations for the foreseeable
future, and that its business will require substantial additional
investment that it has not yet secured.

As reported by the TCR on April 5, 2011, PricewaterhouseCoopers
LLP, in New York, noted that the Company has experienced recurring
operating losses, has limited capital resources and has
significant future commitments that raise substantial doubt about
its ability to continue as a going concern.

The Company reported a net loss of $56.91 million on $100,000 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $16.82 million on $92,000 of revenue during the prior year.

The Company also reported a net loss of $4.76 million on $0 of
revenue for the nine months ended Sept. 30, 2011, compared with a
net loss of $38.75 million on $55,000 of net sales for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $6.47
million in total assets, $90.91 million in total liabilities, and
a $84.43 million total stockholders' deficit.


ENCINO CORPORATE: Access to Cash Collateral Until March 31
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a stipulation authorizing Encino Corporate Plaza, L.P.,
to use the cash collateral until March 31, 2012.

The fourth stipulation was entered between the Debtor and Wells
Fargo Bank, N.A., as trustee for the Certificateholders of the ML-
CFC Commercial Mortgage Trust 2006-3, Commercial Mortgage Pass-
Through Certificates Series 2006-3 through its special servicer,
Torchlight Loan Services, LLC, c/o Torchlight Investors, LLC.

Pursuant to the stipulation, among other things:

   -- the Bank contends that not less than $33,011,594 was owed on
      the Petition Date;

   -- the Bank has agreed to the Debtor's continued use of cash
      collateral continue using the rent revenue generated from
      the lease of space in that certain real property located at
      16661 Ventura Boulevard, Encino, California; and

   -- the Debtor would use the cash collateral to maintain the
      property and pay operating expenses relating to the
      property.

A continued hearing on the Debtor's authority to use cash
collateral beyond March 31, will be held on March 13, at
10:00 a.m.

The Court also ordered that the Debtor will file any supplemental
papers regarding its authority to use cash collateral by March 6.
Any response to the supplemental pleadings will be filed with the
Court by March 13.

                      About Encino Corporate

Encino Corporate Plaza, L.P., owns the real property commonly
known as Encino Corporate Plaza, located at 16661 Ventura
Boulevard, Encino, California.  The Property is a ten-story
building containing approximately 135,000 square feet of rentable
space.  The Company filed a Chapter 11 petition (Bankr. C.D.
Calif. Case No. 11-14917) on April 20, 2011.  David L. Neale,
Esq., Juliet L. Oh, Esq., and Gwendolen D. Long, Esq., at Levene
Neale Bender, Yoo & Brill L.L.P., in Los Angeles, California,
serve as the Debtor's counsel.  The Debtor disclosed $34,268,167
in assets and $33,413,759 in liabilities as of the Chapter 11
filing.


ENRON CORP: ECRC's 28th Post-Confirmation Status Report
-------------------------------------------------------
Enron Creditors Recovery Corp., f/k/a Enron Corp. and its
reorganized Debtor affiliates delivered to the U.S. Bankruptcy
Court for the Southern District of New York, on October 14, 2011,
their 28th Post-Confirmation Status Report.

A. Distributions

John S. Delnero, Esq., at K&L Gates LLP, in Chicago, Illinois,
relates that as of October 14, 2011, approximately
$21,826,000,000 in Cash, PGE Common Stock and PGE Common Stock
equivalents in the form of cash have been distributed to holders
of Allowed Claims, including $267,000,000 of interest, capital
gains and dividends.  All Disputed Claims have been resolved and
all reserves previously held in the Disputed Claims Reserve,
including interest, dividends and gains have been released.  The
Plan Administrator distributed approximately $100 million to
creditors on May 2, 2011.

As of October 14, the General Unsecured Creditors of Enron have
received 52.7% return on allowed claim amounts compared to
original estimates in the Disclosure Statement of 17.4% and the
Creditors of Enron North America Corp have received 52.4%
compared to original estimates in the Disclosure Statement of
20.1%.  The combined rate of return for ENA Creditors who also
hold an Enron Guaranty claim is 94.8%, excluding gains, interest
and dividends.

There are a limited number of pending litigation and collection
matters and contingent liabilities that continue to affect the
timing of the closure of the Enron bankruptcy case.

B. Claims Resolution Process

Over 25,000 proofs of claim were filed against the Debtors.  The
Reorganized Debtors and, prior to the Effective Date, the
Debtors, have worked diligently to review, reconcile, and resolve
these claims (whether through settlement or litigation).  In the
third quarter of 2008, all Disputed Claims were resolved.  Of the
over 25,000 proofs of claim filed, approximately 5,653 have been
ordered allowed and approximately 2,333 have been allowed as
filed.  The remaining filed claims have been expunged, withdrawn,
subordinated, or otherwise resolved.

C. Settlement and Recoveries

The Reorganized Debtors collected approximately $10,000 since the
27th Post-Confirmation Status Report.  These amounts were
primarily attributable to proceeds received from litigation
settlements and the return of other deposits belonging to the
Reorganized Debtors.

D. Other Activities

The Reorganized Debtors continue to oversee additional various
Enron activities including:

  a. Document Administration and Disposal.  The Reorganized
     Debtors have completed their document destruction efforts
     in accordance with numerous orders entered by the
     Bankruptcy Court and an order entered by the District Court
     for the Southern District of Texas.  As of January 1, 2010,
     all of the remaining 43,000 boxes eligible for destruction
     and all electronic storage devices have been destroyed.
     Approximately 2,600 boxes have been sent to long-term
     storage in accordance with regulatory requirements, and the
     Reorganized Debtors have created electronic tape media to
     store the Litigation Document Library.

  b. Dissolution of Corporate Entities.  There are three
     remaining entities, of which one is a Debtor and two are
     Post-Final Distribution Trusts.

  c. Tax Return Compliance. For 2010, all returns have been
     filed.

  d. Resolution of Outstanding Litigation.  Four cases adversary
     proceedings remain pending in the Bankruptcy Court.  Two of
     the remaining matters relate to the Lay litigation where
     the Reorganized Debtors have reached a tentative settlement
     and on June 17, 2011 filed a motion with the Bankruptcy
     Court seeking approval of that settlement. On July 1, 2011,
     however, John Hancock Life Insurance Company (U.S.A.) filed
     an objection to the settlement motion, which objection
     continues to be litigated by the parties.  The parties have
     reached an agreement on a form of order which was entered
     by the Bankruptcy Court permitting the settlement to be
     consummated.

     In addition, the Second Circuit Court of Appeals affirmed a
     prior decision of the United States District Court for the
     Southern District of New York which granted summary
     judgment in favor of the defendants in the commercial paper
     avoidance action in a split 2-1 decision.  The Reorganized
     Debtors have requested en banc review of that Second
     Circuit opinion.

     Also in 2011 the District Court affirmed the Bankruptcy
     Court's denial of a motion filed by National City Bank
     which would have required the payment of certain monies in
     the approximate amount of $8.6 million to creditors holding
     the Allowed ETS Debenture Claim under an agreement which
     NCB purports to provide most favored nations status in
     particular circumstances which the Reorganized Debtors
     opposed.  NCB has appealed to the Second Circuit Court of
     Appeals.

  e. On January 13, 2011, Enron received a letter forwarding a
     Directive and Notice to Insurers from the New Jersey
     Department of Environmental Protection.  In the Directive,
     the NJDEP asserts that Garden State Paper Company LLC and
     Enron North America Corp. are responsible parties for
     certain contamination alleged to exist at a site formerly
     occupied by the predecessor to Garden State.  Enron is
     investigating the matters raised in the Directive and its
     defenses to any potential liability, and Enron's counsel
     responded to the Directive on January 14, 2011, requesting
     the withdrawal of the Directive noting that the NJDEP was
     aware of the potential liabilities identified in the
     Directive prior to the claims bar date and as a result the
     NJDEP should have filed any proofs of claim by the claims
     bar date.  On April 8, 2011, the NJDEP responded to
     correspondence from Enron's counsel regarding Enron's Spill
     Act liability stating "the Department has determined that
     Garden State Paper Company and Enron North America Corp.
     are not considered to be a responsible party for the Spill
     Act Directive... Garden State Paper Company and Enron North
     America Corp. are hereby removed from the Directive without
     prejudice."  Although Enron's alleged Spill Act liability
     was discharged in connection with its bankruptcy filings,
     NJDEP has taken the position that any obligations that
     Enron may have in connection with the site that arise from
     the Industrial Site Recovery Act would have survived the
     bankruptcy as they are non-dischargeable.  Enron has
     investigated this matter further and notwithstanding
     NJDEP's position that ISRA obligations are
     non-dischargeable, Enron's position is that it does not
     have any obligations in the first instance.  When Enron
     purchased the equity in Garden State from Media General
     Inc., Media General agreed to comply with ISRA at its own
     expense and to indemnify and defend Enron from any
     obligations that arise from Media General's failure to do
     so.  Accordingly, any ISRA obligations that may have passed
     when Enron purchased the equity in Garden State are Media
     General's contractual obligations.  Furthermore, Enron's
     position is that when Garden State went bankrupt and ceased
     operations, thereby triggering ISRA, ISRA obligations did
     not result because the State granted Garden State and Enron
     a Remediation in Progress Waiver.

  f. On March 8, 2011, Enron received a letter from the
     Department of the Army Corps of Engineers for the New
     Orleans District which, among other things: (i) purports to
     terminate Enron's right to construct, operate, and maintain
     certain pipe conduits (containing fiber optic cables) on
     premises (a bridge) in St. Martin Parish, Louisiana and
     (ii) demands that Enron vacate and remove all property from
     the premises and restore the premises to its original
     condition.  Enron had previously informed the Corps that
     Enron no longer had any need for the premises.  Enron and
     its counsel have informed the Corps that they believe
     Enron's obligations, if any, were discharged in connection
     with the confirmation order and therefore Enron has no
     further obligations.

     Furthermore, research indicates that the fiber optic cables
     were originally constructed pursuant to a permit granted by
     the Louisiana Department of Transportation and Development.
     This DOTD permit required that the conduits be shared with
     DOTD fiber optic cables to support traffic control devices
     along various Louisiana interstate highways.  Research also
     indicates that DOTD is likely still utilizing said conduits
     and the actions requested by the Corps would negatively
     impact DOTD's use thereof.

  g. In late September 2011, Enron Dissolution Corp., Limbach
     Company and Western Air & Refrigeration, Inc. were served
     with a complaint entitled Randall Wilkins v. Hamilton
     Materials, Inc. et al. pending in the Supreme Court of
     California, County of San Francisco: Case No. CGC-11-
     275746.  The complaint alleges damages for asbestos related
     injuries.  Enron responded in writing on October 6, 2011,
     to plaintiff's counsel advising among other things that the
     plaintiff's complaint is subject to the permanent
     injunction contained in the Plan and the order confirming
     the Plan.  Enron has not received a response from
     plaintiff's counsel.

  h. The Reorganized Debtors continue to be sponsors of pre-
     petition benefit plans certain members of which are
     entitled to receive distributions from the settlement of
     certain class actions securities cases, Tittle, et al. v.
     Enron Corporation, et al. and Newby, et al. v. Enron
     Corporation, et al., related to the Enron estate.  The
     Reorganized Debtors are awaiting final distribution of
     certain class action settlements to the benefit plans,
     which is expected in 2011.  The Reorganized Debtors have an
     obligation to administer the plans and fund certain
     expenses in connection with the plans until a time as all
     settlement distributions have been received.  The timing of
     the distribution of class action settlement monies to the
     benefit plans is uncertain and the Reorganized Debtors lack
     control over the distribution to the plans.

     In 2008, the Reorganized Debtors filed suit against Hewitt
     Associates in the United States District Court for the
     Southern District of Texas, asserting that Hewitt
     incorrectly calculated certain distributions made to
     certain participants from settlement monies generated in
     connection with the above-referenced litigation.  The
     parties reached a settlement covering the Hewitt-related
     claims and sought court approval of the settlement, filing
     the settlement agreement under seal with the Southern
     District of Texas.  By order dated May 11, 2011, the
     District Court approved the settlement agreement and
     further entered an order dismissing the Hewitt-related
     claims.  The settlement has been completed and the matter
     is now closed.

  i. Moreover, the Reorganized Debtors continue to perform the
     necessary accounting, control and reporting work required
     to effect closure of the Case promptly.

The Plan Administrator and engaged professional firms (a) support
litigation, (b) handle accounting, tax, cash management and
reporting for the three remaining entities, (c) calculate and
control creditor distributions, (d) perform claims management,
(e) complete disposition of remaining litigation (f) oversee
wind-up of employee matters and benefit plans, and (g) oversee IT
and corporate services providers and non-litigation matters.

                         About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 01-16033) on Dec. 2, 2001,
following controversy over accounting procedures that caused its
stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP; Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors won confirmation of their Plan in July 2004, and the
Plan was declared effective on Nov. 17, 2004.  After approval of
the Plan, the new board of directors decided to change the name of
Enron Corp. to Enron Creditors Recovery Corp. to reflect the
current corporate purpose.  ECRC's sole mission is to reorganize
and liquidate certain of the operations and assets of the "pre-
bankruptcy" Enron for the benefit of creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.


ENRON CORP: ECRC's 29th Post-Confirmation Status Report
-------------------------------------------------------
Enron Creditors Recovery Corp., f/k/a Enron Corp. and its
reorganized Debtor affiliates delivered to the U.S. Bankruptcy
Court for the Southern District of New York, on January 13, 2012,
their 29th Post-Confirmation Status Report.

A. Distributions

John S. Delnero, Esq., at K&L Gates LLP, in Chicago, Illinois,
relates that as of January 13, 2012, approximately
$21,826,000,000 in Cash, PGE Common Stock and PGE Common Stock
equivalents in the form of cash have been distributed to holders
of Allowed Claims, including $267,000,000 of interest, capital
gains and dividends.  All Disputed Claims have been resolved and
all reserves previously held in the Disputed Claims Reserve,
including interest, dividends and gains have been released.  The
Plan Administrator distributed approximately $100 million to
creditors on May 2, 2011.

To date, the General Unsecured Creditors of Enron have received a
52.7% return on allowed claim amounts compared to original
estimates in the Disclosure Statement of 17.4% and the Creditors
of Enron North America Corp have received 52.4% compared to
original estimates in the Disclosure Statement of 20.1%.  The
combined rate of return for ENA Creditors who also hold an Enron
Guaranty claim is 94.8%, excluding gains, interest and dividends.

There are a limited number of pending litigation and collection
matters and contingent liabilities that continue to affect the
timing of the closure of the Enron bankruptcy case.

B. Claims Resolution Process

Over 25,000 proofs of claim were filed against the Debtors.  The
Reorganized Debtors and, prior to the Effective Date, the
Debtors, have worked diligently to review, reconcile, and resolve
these claims.  In the third quarter of 2008, all Disputed Claims
were resolved.  Of the over 25,000 proofs of claim filed,
approximately 5,653 have been ordered allowed and approximately
2,333 have been allowed as filed.  The remaining filed claims
have been expunged, withdrawn, subordinated, or otherwise
resolved.

C. Settlement and Recoveries

The Reorganized Debtors collected approximately $1.0 million
since the Twenty-Eighth Post-Confirmation Status Report. These
amounts were primarily attributable to proceeds received from
litigation settlements and the return of other deposits belonging
to the Reorganized Debtors.

D. Other Activities

The Reorganized Debtors continue to oversee additional various
Enron activities, including:

  a. Document Administration and Disposal.  The Reorganized
     Debtors have completed their document destruction efforts
     in accordance with numerous orders entered by the
     Bankruptcy Court and an order entered by the District Court
     for the Southern District of Texas.  As of January 1, 2010,
     all of the remaining 43,000 boxes eligible for destruction
     and all electronic storage devices have been destroyed.
     Approximately 2,600 boxes have been sent to long-term
     storage in accordance with regulatory requirements, and the
     Reorganized Debtors have created electronic tape media to
     store the Litigation Document Library.

  b. Dissolution of Corporate Entities.  There are three
     remaining entities, of which one is a Debtor and two are
     Post-Final Distribution Trusts.

  c. Tax Return Compliance.  There will be a federal corporate
     tax filing for 2011 containing one domestic entity and one
     foreign entity.  In addition, one state return will be
     filed in 2012.  Final returns have already been filed in
     all other state jurisdictions.  Information reporting, like
     Forms 1099 and Forms 1042, for the 2011 calendar year
     will be completed in the first quarter of 2012.

  d. Resolution of Outstanding Litigation.  One adversary
     proceeding remains pending in the Bankruptcy Court.  Three
     adversary proceedings were resolved in the last quarter;
     two related to the Lay litigation which is now resolved and
     one related to the commercial paper litigation.  The Second
     Circuit Court of Appeals affirmed a prior decision of the
     United States District Court for the Southern District of
     New York which granted summary judgment in favor of the
     defendants in the commercial paper avoidance action in a
     split 2-1 decision.  The Reorganized Debtors asked en banc
     review of that Second Circuit opinion which was denied and
     the case will be closed.

     Also in 2011, the District Court affirmed the Bankruptcy
     Court's denial of a motion filed by National City Bank
     which would have required the payment of certain monies in
     the approximate amount of $8.6 million to creditors holding
     the Allowed ETS Debenture Claim under an agreement which
     NCB purports to provide most favored nations status in
     particular circumstances which the Reorganized Debtors
     opposed.  NCB has appealed to the Second Circuit Court of
     Appeals.  Oral argument is scheduled for January 24, 2012.

  e. On January 13, 2011, Enron received a letter forwarding a
     Directive and Notice to Insurers from the New Jersey
     Department of Environmental Protection.  In the Directive,
     the NJDEP asserts that Garden State Paper Company LLC and
     Enron North America Corp. are responsible parties for
     certain contamination alleged to exist at a site formerly
     occupied by the predecessor to Garden State.  Enron is
     investigating the matters raised in the Directive and its
     defenses to any potential liability, and Enron's counsel
     responded to the Directive on January 14, 2011, asking for
     the withdrawal of the Directive noting that the NJDEP was
     aware of the potential liabilities identified in the
     Directive prior to the claims bar date and as a result the
     NJDEP should have filed any proofs of claim by the claims
     bar date.  On April 8, 2011, the NJDEP responded to
     correspondence from Enron's counsel regarding Enron's Spill
     Act liability stating "the Department has determined that
     Garden State Paper Company and Enron North America Corp.
     are not considered to be a responsible party for the Spill
     Act Directive... Garden State Paper Company and Enron North
     America Corp. are hereby removed from the Directive without
     prejudice."  Although Enron's alleged Spill Act liability
     was discharged in connection with its bankruptcy filings,
     NJDEP has taken the position that any obligations that
     Enron may have in connection with the site that arise from
     the Industrial Site Recovery Act would have survived the
     bankruptcy as they are nondischargeable.  Enron has
     investigated this matter further and notwithstanding
     NJDEP's position that ISRA obligations are
     nondischargeable, Enron's position is that it does not have
     any obligations in the first instance.  When Enron
     purchased the equity in Garden State from Media General
     Inc., Media General agreed to comply with ISRA at its own
     expense and to indemnify and defend Enron from any
     obligations that arise from Media General's failure to do
     so.  Accordingly, any ISRA obligations that may have passed
     when Enron purchased the equity in Garden State are Media
     General's contractual obligations. Furthermore, Enron's
     position is that when Garden State went bankrupt and ceased
     operations, thereby triggering ISRA, ISRA obligations did
     not result because the State granted Garden State and Enron
     a Remediation in Progress Waiver.

  f. On March 8, 2011, Enron received a letter from the
     Department of the Army Corps of Engineers for the New
     Orleans District which, among other things: (i) purports to
     terminate Enron's right to construct, operate, and maintain
     certain pipe conduits on premises (a bridge) in St. Martin
     Parish, Louisiana and (ii) demands that Enron vacate and
     remove all property from the premises and restore the
     premises to its original condition. Enron had previously
     informed the Corps that Enron no longer had any need for
     the premises.  Enron and its counsel have informed the
     Corps that they believe Enron's obligations, if any, were
     discharged in connection with the confirmation order and
     therefore Enron has no further obligations.

     Furthermore, research indicates that the fiber optic cables
     were originally constructed pursuant to a permit granted by
     the Louisiana Department of Transportation and Development.
     This DOTD permit required that the conduits be shared with
     DOTD fiber optic cables to support traffic control devices
     along various Louisiana interstate highways.  Research also
     indicates that DOTD is likely still utilizing said conduits
     and the actions requested by the Corps would negatively
     impact DOTD's use thereof.

  g. In late September 2011, Enron Dissolution Corp., Limbach
     Company and Western Air & Refrigeration, Inc. were served
     with a complaint entitled Randall Wilkins v. Hamilton
     Materials, Inc., et al., pending in the Supreme Court of
     California, County of San Francisco: Case No. CGC-11-
     275746.  The complaint alleges damages for asbestos-related
     injuries.  Enron responded in writing on October 6, 2011,
     to plaintiff's counsel advising, among other things, that
     the plaintiff's complaint is subject to the permanent
     injunction contained in the Plan and the order confirming
     the Plan.  Enron Dissolution Corp., Limbach Company and
     Western Air & Refrigeration, Inc. were voluntarily
     dismissed from the lawsuit.

  h. On November 14, 2011, EFS VIII, Inc. f/k/a Limbach Company
     was served with a compliant entitled William Kenneth Weaver
     vs. Foseco, Inc., et al., pending in the Court of Common
     Pleas, Cuyahoga County, Ohio: Case No. CV-11-766278.  The
     complaint alleges damages for asbestos-related injuries and
     Enron responded in writing on December 1, 2011 to
     plaintiff's counsel, John D. Mismas, Esquire, of the law
     firm of The Mismas Law Firm LLC, advising plaintiff's
     counsel that the plaintiff's complaint is subject to the
     permanent injunction contained in the Plan and the order
     confirming the Plan. Enron has been advised that the
     plaintiff will dismiss EFS VIII, Inc. without prejudice and
     the parties are currently preparing the appropriate
     dismissal papers.

  i. The Reorganized Debtors continue to be sponsors of pre-
     petition benefit plans, certain members of which are
     entitled to receive distributions from the settlement of
     certain class action securities cases, Tittle, et al. v.
     Enron Corporation, et al. and Newby, et al. v. Enron
     Corporation, et al., related to the Enron estate.  The
     Reorganized Debtors are awaiting final distribution of
     certain class action settlements to the benefit plans,
     which is expected in mid-2012.  The Reorganized Debtors
     have an obligation to administer the plans and fund certain
     expenses in connection with the plans until a time as all
     settlement distributions have been received.  The timing of
     the distribution of class action settlement monies to the
     benefit plans is uncertain and the Reorganized Debtors lack
     control over the distribution to the plans.

  j. The Reorganized Debtors continue to perform the necessary
     accounting, control and reporting work required to effect
     closure of the Case promptly.

The Plan Administrator and engaged professional firms (a) support
litigation, (b) handle accounting, tax, cash management and
reporting for the three remaining entities, (c) calculate and
control creditor distributions, (d) perform claims management,
(e) complete disposition of remaining litigation (f) oversee
wind-up of employee matters and benefit plans, and (g) oversee IT
and corporate services providers and non-litigation matters.

                         About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 01-16033) on Dec. 2, 2001,
following controversy over accounting procedures that caused its
stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP; Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors won confirmation of their Plan in July 2004, and the
Plan was declared effective on Nov. 17, 2004.  After approval of
the Plan, the new board of directors decided to change the name of
Enron Corp. to Enron Creditors Recovery Corp. to reflect the
current corporate purpose.  ECRC's sole mission is to reorganize
and liquidate certain of the operations and assets of the "pre-
bankruptcy" Enron for the benefit of creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.


ENRON CORP: Court Awards $7,000 for John Hancock's Fees
-------------------------------------------------------
Judge Arthur J. Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York awarded $7,000 to John Hancock Life
Insurance Company (U.S.A.) for the fees and costs it incurred in
filing and prosecuting the interpleader motion and complaint it
filed in the adversary proceeding filed by The Official Committee
of Unsecured Creditors of Enron Corp., et al., against Kenneth L.
Lay and his wife, Linda P. Lay.

John Hancock initiated its interpleader claim to resolve multiple
claims of ownership to two variable annuities contracts issued by
Hancock's predecessor.

John Hancock originally sought recovery of about $120,000 in fees
and costs but Judge Gonzalez held that the vast majority of the
fees and expenses sought by John Hancock relate to its attempts
to introduce issues relating to the determination of its
potential obligations under the insurance contract that Mrs. Lay
received under the Settlement Agreement with Enron Creditors
Recovery Corp.

The Court agreed with ECRC that the only interested parties in
the potential dispute relating to the fees are John Hancock and
Mrs. Lay.  Judge Gonzalez said the dispute concerning John
Hancock's obligations under the insurance contract has no bearing
on the estate.  He said John Hancock is not prejudiced in its
right to seek resolution of its claims with Ms. Lay in the future
in any appropriate forum.

Before entry of the order, Mrs. Lay filed her objected to the
request for recovery of fees and costs complaining that John
Hancock has served only as an impediment and distraction to the
resolution of the dispute with the ECRC over the annuity
contracts.  Mrs. Lay asserted that John Hancock is not entitled
to the recovery of any attorneys' fees.

According to Judge Gonzalez, the $7,000 represents those fees and
costs strictly associated with John Hancock's filing and
prosecution of the original Interpleader Motion and Complaint
insofar as they sought a determination as to the rightful owner
of the Annuity Contracts.

The Court has reviewed the listing of time and expenses that John
Hancock submitted with its request, and the Court has determined
that $7,000 is warranted.

                         About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 01-16033) on Dec. 2, 2001,
following controversy over accounting procedures that caused its
stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP; Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors won confirmation of their Plan in July 2004, and the
Plan was declared effective on Nov. 17, 2004.  After approval of
the Plan, the new board of directors decided to change the name of
Enron Corp. to Enron Creditors Recovery Corp. to reflect the
current corporate purpose.  ECRC's sole mission is to reorganize
and liquidate certain of the operations and assets of the "pre-
bankruptcy" Enron for the benefit of creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.


EVERGREEN SOLAR: Sues Chinese Joint Venture Partner
---------------------------------------------------
Liz Hoffman at Bankruptcy Law360 reports that Evergreen Solar Inc.
on Wednesday filed suit in Delaware bankruptcy court against its
Chinese partner in a controversial joint venture launched in 2009
to cut the struggling company's costs by moving some production to
China.

The suit accuses Hubei Science and Technology Investment Co. Ltd.
of improperly trying to keep Evergreen from selling some of its
assets at a bankruptcy auction. The company is seeking an order
voiding certain liens Hubei has asserted, according to Law360.

                     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.


EVERGREEN SOLAR: Ameriprise No Longer A 5% Shareholder
------------------------------------------------------
Ameriprise Financial, Inc., discloses that as of Dec. 31, 2011, it
may be deemed to beneficially own 3 shares of the Common Stock of
Evergreen Solar, Inc.  A copy of the Schedule 13G is available for
free at http://is.gd/ESA854

                      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.


EVERGREEN SOLAR: Aristeia No Longer a Substantial Shareholder
------------------------------------------------------------
Aristeia Capital, L.L.C., discloses that as of Dec. 31, 2011, it
has ceased to own any shares of Common Stock of Evergreen Solar,
Inc.  A copy of the Schedule 13G/A is available for free at:

                       http://is.gd/32Sdz4

                      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.


EXECUTIVE CENTER: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Executive Center Of Simi Valley, LLC
        dba Agoura Hills Corporate Center
        1445 E. Los Angeles Ave. Ste 301
        Simi Valley, CA 93065

Bankruptcy Case No.: 12-11527

Chapter 11 Petition Date: February 16, 2012

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Debtor's Counsel: Janet A. Lawson, Esq.
                  3639 E Harbor Blvd #109
                  Ventura, CA 93001
                  Tel: (805) 985-1147
                  Fax: (805) 658-2302
                  E-mail: jlawsonlawyer@gmail.com

Scheduled Assets: $29,576,254

Scheduled Liabilities: $19,093,382

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb12-11527.pdf

The petition was signed by Arnold A. Klein, managing partner.


F & P LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: F & P, LLC
        48 William Street
        Worcester, MA 01609

Bankruptcy Case No.: 12-40536

Chapter 11 Petition Date: February 16, 2012

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

Judge: Melvin S. Hoffman

Debtor's Counsel: James P. Ehrhard, Esq.
                  EHRHARD & ASSOCIATES, P.C.
                  418 Main Street, 4th Floor
                  Worcester, MA 01608
                  Tel: (508) 791-8411
                  E-mail: ehrhard@ehrhardlaw.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Felicio F. Lana, manager.


FANNIE MAE: Should Embrace Loan Forgiveness, HUD's Donovan Says
---------------------------------------------------------------
American Bankruptcy Institute reports that Shaun Donovan, the
Secretary of the U.S. Department of Housing and Urban Development,
would like the federal regulator for Fannie Mae and Freddie Mac to
begin reducing loan balances for certain troubled borrowers.

                         About Fannie Mae

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

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

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

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


FENTON SUB: Plan Outline Hearing Continued Until April 4
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota has
continued until April 4, 2012, at 10:30 a.m., the hearing to
consider adequacy of the Disclosure Statement explaining Fenton
Sub Parcel D, LLC, and Bowles Sub Parcel D, LLC's Joint Plan of
Reorganization.

As reported in the Troubled Company Reporter on Jan. 31, 2012, the
Plan anticipates that all property of the estate will be vested in
the Reorganized Debtors. The Debtors will continue to operate Pool
D Properties -- six parcels of real property located in Anoka,
Dakota, and Hennepin Counties, Minnesota; may market the Pool D
Properties for sale either individually or in one or more groups;
and may seek alternative financing. The secured claim of Wells
Fargo Bank N.A. as Lender will be paid in full over time with the
income generated by the operation of the Pool D Properties, by the
proceeds of the sale(s) of one or more of the Pool D Properties,
with the proceeds of new financing, or with a combination of these
options.  The Lender will retain its liens to secure such
payments.  Steven B. Hoyt's lien in the properties will be
released.  Unsecured creditors will receive up to 100% of their
claims, without interest, from distributions from excess cash
generated by postpetition operations and from the sale(s) or
refinancing and operations after the Lender is paid in full. The
actual amount to be paid depends on the results of operations and
sales or refinancing. The most likely range of recovery from
operations is estimated to be 0% to 21%; the ultimate sales prices
are unknown, but could result in full payment to unsecured
creditors.

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

        About Fenton Sub Parcel D and Bowles Sub Parcel D

Fenton Sub Parcel D LLC and Bowles Sub Parcel D LLC jointly own
industrial multi-tenant properties located in the Twin Cities.
They are controlled by StoneArch II/WCSE Minneapolis Industrial
LLC.  StoneArch is the 100% member of Bowles Subsidiary, LLC and
of Fenton Subsidiary LLC.  Bowles Subsidiary LLC is then the 100%
member of Bowles Sub Parcel D LLC, and Fenton Subsidiary LLC is
the 100% member of Fenton Sub Parcel D, LLC.  In 2007, StoneArch
acquired various LLCs, which in turn owned 27 industrial multi-
tenant properties located in the Twin Cities.  The properties were
divided into four separate pools: A, B, C, and D.  Fenton Sub
Parcel D and Bowles Sub Parcel D jointly own the properties in
pool D.  As tenants in common, Fenton Sub Parcel D has an
undivided 74.5394% interest and Bowles Sub Parcel D has an
undivided 25.4606% interest.  The Pool D Properties consist of six
parcels of real property located in Anoka, Dakota, and Hennepin
Counties, Minnesota.  The Debtors expect the Pool D Properties to
be worth $13,135,656 as of the Petition Date.

Although they are two separate legal entities, Fenton Sub Parcel D
and Bowles Sub Parcel D have consistently been treated as one
enterprise.  Hoyt Properties, Inc., acts as agent in managing the
Pool D Properties.

Fenton Sub Parcel D and Bowles Sub Parcel D filed for Chapter 11
bankruptcy (Bankr. D. Minn. Case Nos. 11-44430 and 11-44434) on
June 29, 2011.  The Debtors' petitions were signed by Steven Bruce
Hoyt, chief manager, who is also a debtor (Bankr. D. Minn. Case
No. 11-43816).  He is separately represented by Michael C. Meyer,
Esq., at Ravich Meyer Kirkman McGrath & Nauman, P.A.  The cases
were originally assigned to Judge Dennis D. O'Brien and reassigned
to Judge Robert J. Kressel as the cases are related to the Hoyt
case, which was filed earlier before Judge Kressel.

Cynthia A. Moyer, Esq., James L. Baillie, Esq., and Sarah M.
Gibbs, Esq., at Fredrikson & Byron, PA, represent the Debtors.


FIRST AUTOMOTIVE: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: First Automotive Care, Inc.
        Road Pr#177, #2501
        Guaynabo, PR 00969

Bankruptcy Case No.: 12-01132

Chapter 11 Petition Date: February 17, 2012

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Alexis Fuentes Hernandez, Esq.
                  FUENTES LAW OFFICES
                  P.O. Box 9022726
                  San Juan, PR 00902-2726
                  Tel: (787) 722-5216
                  Fax: (787) 722-5206
                  E-mail: alex@fuentes-law.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 12 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/prb12-01132.pdf

The petition was signed by Angel C. Jimenez, president.


FIRST FEDERAL: Dimensional Fund Equity Stake Down to 1.61%
----------------------------------------------------------
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 311,697 shares of common
stock of First Federal Bancshares of Arkansas Inc representing
1.61% of the shares outstanding.  A full-text copy of the filing
is available for free at http://is.gd/6yErJ7

           About First Federal Bancshares of Arkansas

First Federal Bancshares of Arkansas, Inc. (NASDAQ GM:FFBH)
-- http://www.ffbh.com/-- is a unitary savings and loan holding
company for First Federal Bank, a community bank serving consumers
and businesses with a full range of checking, savings, investment
and loan products and services.  The Bank, founded in 1934,
conducts business from 20 full-service branch locations, one
stand-alone loan production office, and 30 ATMs located in
Northcentral and Northwest Arkansas.

The Company's balance sheet at Sept. 30, 2010, showed
$632.34 million in total assets, $592.88 million in total
liabilities, and stockholders' equity of $39.46 million.

At June 30, 2010, the Company was above the regulatory minimums
for tangible, core, total risk-based and tier 1 risk-based
capital.  On April 12, 2010, the Company and the Bank each
consented to the terms of Cease and Desist Orders issued by the
Office of Thrift Supervision.  The Orders impose certain
operations restrictions on the Company and, to a greater extent,
the Bank, including lending and dividend restrictions.  The Orders
also require the Company and the Bank to take certain actions,
including the submission to the OTS of capital plans and business
plans to, among other things, preserve and enhance the capital of
the Company and the Bank and strengthen and improve the
consolidated Company's operations, earnings and profitability.
The Bank Order specifically requires the Bank to achieve and
maintain, by December 31, 2010, a tier 1 (core) capital ratio of
at least 8% and a total risk-based capital ratio of at least 12.0%
and maintain these higher ratios for as long as the Bank Order is
in effect.  At June 30, 2010, the Bank's core and total risk-based
capital ratios were 6.46% and 11.40%.  Had the Bank been required
to meet these capital requirements at June 30, 2010, it would have
needed additional capital of approximately $10.5 million.

As reported in the Troubled Company Reporter on April 21, 2010,
Deloitte & Touche LLP, in Little Rock, Ark., expressed substantial
doubt about the Company's ability to continue as a going concern
after auditing the Company's financial statements for the year
ended December 31, 2009.  The independent auditors noted of the
Company's significant operating losses in 2009, significant levels
of criticized assets, and decline in capital levels.

First Federal reported a net loss of $5.36 million on
$7.01 million of total interest income for the three months ended
Sept. 30, 2010, compared with a net loss of $23.23 million on
$8.69 million of total interest income for the same period the
prior year.


FIRST FEDERAL: First Manhattan No Longer Has Any Shares
-------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on Feb. 13, 2012, First Manhattan Co.
disclosed that it does not beneficially own any shares of common
stock of First Federal Bancshares of Arkansas.  A full-text copy
of the filing is available for free at http://is.gd/MmykKW

          About First Federal Bancshares of Arkansas

First Federal Bancshares of Arkansas, Inc. (NASDAQ GM:FFBH)
-- http://www.ffbh.com/-- is a unitary savings and loan holding
company for First Federal Bank, a community bank serving consumers
and businesses with a full range of checking, savings, investment
and loan products and services.  The Bank, founded in 1934,
conducts business from 20 full-service branch locations, one
stand-alone loan production office, and 30 ATMs located in
Northcentral and Northwest Arkansas.

The Company's balance sheet at Sept. 30, 2010, showed
$632.34 million in total assets, $592.88 million in total
liabilities, and stockholders' equity of $39.46 million.

At June 30, 2010, the Company was above the regulatory minimums
for tangible, core, total risk-based and tier 1 risk-based
capital.  On April 12, 2010, the Company and the Bank each
consented to the terms of Cease and Desist Orders issued by the
Office of Thrift Supervision.  The Orders impose certain
operations restrictions on the Company and, to a greater extent,
the Bank, including lending and dividend restrictions.  The Orders
also require the Company and the Bank to take certain actions,
including the submission to the OTS of capital plans and business
plans to, among other things, preserve and enhance the capital of
the Company and the Bank and strengthen and improve the
consolidated Company's operations, earnings and profitability.
The Bank Order specifically requires the Bank to achieve and
maintain, by December 31, 2010, a tier 1 (core) capital ratio of
at least 8% and a total risk-based capital ratio of at least 12.0%
and maintain these higher ratios for as long as the Bank Order is
in effect.  At June 30, 2010, the Bank's core and total risk-based
capital ratios were 6.46% and 11.40%.  Had the Bank been required
to meet these capital requirements at June 30, 2010, it would have
needed additional capital of approximately $10.5 million.

As reported in the Troubled Company Reporter on April 21, 2010,
Deloitte & Touche LLP, in Little Rock, Ark., expressed substantial
doubt about the Company's ability to continue as a going concern
after auditing the Company's financial statements for the year
ended December 31, 2009.  The independent auditors noted of the
Company's significant operating losses in 2009, significant levels
of criticized assets, and decline in capital levels.

First Federal reported a net loss of $5.36 million on
$7.01 million of total interest income for the three months ended
Sept. 30, 2010, compared with a net loss of $23.23 million on
$8.69 million of total interest income for the same period the
prior year.


FLASH CARRIER: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Flash Carrier LLC
        104-112 Lister Avenue
        Newark, NJ 07105

Bankruptcy Case No.: 12-13980

Chapter 11 Petition Date: February 17, 2012

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Donald H. Steckroth

Debtor's Counsel: Ethan Kemp, Esq.
                  KEMP LAW GROUP, LLC
                  665 Newark Ave Ste 404
                  P.O. Box 8113
                  Jersey City, NJ 07308
                  Tel: (201) 653-9900
                  Fax: (201) 604-6498
                  E-mail: klgbankruptcy@aol.com

Scheduled Assets: $1,555,000

Scheduled Liabilities: $199,911

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/njb12-13980.pdf

The petition was signed by Sam Kawall.


FOOT LOCKER: Moody's Says Share Repurchase No Impact on Ba3 CFR
---------------------------------------------------------------
Moody's Investors Service said that Foot Locker's announcement of
a new $400 million share repurchase authorization has no impact on
the positive outlook or the Ba3 corporate family rating. "We
maintain a positive outlook on Foot Locker and upward rating
pressure could build through margin improvements and continued
same store sales growth", stated Marko Semetko, an Analyst at
Moody's.

Foot Locker, Inc. is a specialty athletic retailer, operating
approximately 3,400 stores in 23 countries including in North
America, Europe, and Australia as well as through its direct-to-
customer websites and catalogs. Store nameplates include Foot
Locker, Footaction, Lady Foot Locker, Kids Foot Locker, Champs
Sports, and CCS. Revenues for the last twelve months ended October
29, 2011 were approximately $5.5 billion.


FORSMAN INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Forsman, Inc.
        dba Horizon Surveys
        fdba Four Core, LLC
        fdba Global Electric, LLC
        fdba Horizon Engineering And Surveys, LLC
        fdba Horizon Consultants Of Arizona
        fdba Cobalt Contractors, LLC
        fdba Aero Tech Mapping Technologies
        9901 Covington Cross Drive
        Suite 120
        Las Vegas, NV 89144

Bankruptcy Case No.: 12-11748

Chapter 11 Petition Date: February 17, 2012

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Zachariah Larson, Esq.
                  MARQUIS AURBACH COFFING
                  10001 Park Run Drive
                  Las Vegas, NV 89145
                  Tel: (702) 382-1170
                  Fax: (702) 382-1169
                  E-mail: cshurtliff@maclaw.com

Scheduled Assets: $241,685

Scheduled Liabilities: $7,884,424

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nvb12-11748.pdf

The petition was signed by John E. Forsman, president.


FREESCALE SEMICONDUCTORS: Moody's Rates New Term Loan at 'B1'
-------------------------------------------------------------
Moody's Investors Service has assigned a B1 (LGD-3, 34%) rating to
Freescale Semiconductor, Inc.'s proposed $500 million senior
secured term loan due 2019. Concurrently, Moody's has lowered the
senior secured debt ratings to B1 from Ba3 in light of the
proposed transaction. Proceeds from the new term loan will be used
to repay $500 million of 10.125% Senior Subordinated Notes due
2016. Moody's has affirmed all other ratings. The outlook remains
stable.

This rating was assigned:

$500 Million Senior Secured Incremental Extended Term Loan due
2019 -- B1 (LGD-3, 34%)

The following ratings were downgraded:

$2.215 Billion (originally $2.265 Billion) Senior Secured Extended
Maturity Term Loan due 2016 to B1 (LGD-3, 34%) from Ba3 (LGD-3,
31%)

$425 Million Senior Secured Revolver due 2016 to B1 (LGD-3, 34%)
from Ba3 (LGD-3, 31%)

$663 Million (originally $750 Million) 10.125% Senior Secured
Notes due 2018 to B1 (LGD-3, 34%) from Ba3 (LGD-3, 31%)

$1.380 Billion 9.25% Senior Secured Notes due 2018 to B1 (LGD-3,
34%) from Ba3 (LGD-3, 31%)

These point estimates were revised:

$473 Million (originally $750 Million) 10.75% Senior Unsecured
Notes due 2020 to Caa1 (LGD-5, 86%) from Caa1 (LGD-5, 81%)

$739 Million (originally $750 Million) 8.05% Senior Unsecured
Notes due 2020 to Caa1 (LGD-5, 86%) from Caa1 (LGD-5, 81%)

$298 Million (originally $2.35 Billion) 8.875% Senior Unsecured
Notes due 2014 to Caa1 (LGD-5, 86%) from Caa1 (LGD-5, 81%)

$57 Million (originally $500 Million) Senior Floating Rate Notes
due 2014 to Caa1 (LGD-5, 86%) from Caa1 (LGD-5, 81%)

These ratings were affirmed:

Corporate Family Rating -- B2

Probability of Default Rating -- B2

Speculative Grade Liquidity Rating -- SGL-1

$264 Million (originally $1.6 Billion) 10.125% Senior Subordinated
Notes due 2016 at Caa2 (LGD-6, 100%)

RATINGS RATIONALE

While total debt of about $6.6 billion will remain unchanged
following the refinancing, the reallocation of debt in the capital
structure will impact the senior secured instrument ratings. The
reduction of senior subordinated notes from $764 million to $264
million results in less unsecured debt loss absorption for the
senior secured creditor class, which will now increase by $500
million (as a result of the new term loan) to over $4.7 billion.
As the senior secured creditor class is now a bigger proportion of
Freescale's total debt and will absorb a higher loss under Moody's
Loss Given Default Methodology, the instrument ratings migrate
closer to the B2 CFR.

The B1 rating (LGD-3, 34%) on the senior secured bank credit
facilities and secured notes is one notch higher than the CFR to
reflect the senior position of the secured debt in Freescale''s
debt capital structure and the protection provided by the
collateral package. The senior secured debt, all of which benefit
from the same collateral package, is secured by a first priority
lien on a majority of domestic tangible and intangible assets,
100% stock of each material wholly-owned domestic subsidiary and
65% stock of each material foreign subsidiary. The secured
obligations benefit from secured guarantees from the borrower's
wholly-owned domestic subsidiaries and parent company.

The assigned rating is subject to review of final documentation
and no material change in the terms and conditions of the
transaction as advised to Moody's.

Moody's subscribers can find additional information in the
Freescale Credit Opinion published on www.moodys.com.

The principal methodologies used in this rating were Global
Semiconductor Industry Methodology published in November 2009.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Austin, TX, Freescale Semiconductor, Inc. designs
and manufactures embedded semiconductors for the transportation,
networking, industrial and wireless markets. In December 2006, the
company was taken private in a leveraged buyout. In June 2011,
Freescale sold approximately 20% of its outstanding shares in an
initial public offering. Revenues for the twelve months ended
December 31, 2011 were $4.6 billion.


FREESCALE SEMICON: Fitch Rates $500-Mil. Sr. Notes at 'B-'
----------------------------------------------------------
Fitch rates Freescale Semiconductor Holdings I, Ltd.'s (Freescale)
$500 million senior secured notes offering 'B-/RR3'.  Fitch
currently rates Freescale as follows:

  -- Issuer Default Rating (IDR) at 'CCC';
  -- Senior secured bank revolving credit facility (RCF) at
     'B-/RR3';
  -- Existing senior secured term loans at 'B-/RR3';
  -- Senior secured notes at 'B-/RR3';
  -- Senior unsecured notes at 'C/RR6'; and
  -- Senior subordinated notes at 'C/RR6'.

The Rating Outlook is Positive.  Fitch's actions affect
approximately $6.6 billion of total debt, including the currently
undrawn RCF and pro forma for the transaction and repayment of
senior subordinated or senior unsecured notes with net proceeds.

Freescale is seeking lender consent to amend the senior secured
credit agreement and enter into $500 million of senior secured
term loans.  The company plans to use net proceeds to repay a
portion of the senior subordinated notes due 2016 or senior
unsecured notes due in 2014.  Fitch anticipates the term loans
will be pari passu with Freescale's existing senior secured debt.

With this latest refinancing transaction, Freescale will reduce
debt due within the next five years.  However, debt maturities
remain formidable with approximately $2.8 billion due over this
time frame, excluding term loan amortization.

Fitch continues to believe Freescale will be challenged to meet
these obligations with free cash flow and will require ongoing
capital markets access within the context of lackluster aggregate
demand and limited visibility.  Fitch acknowledges few 'CCC' or
'B' category companies are capable of organically funding debt
service through the intermediate term.  Nonetheless, Fitch
estimates Freescale's aggregate free cash flow (cash from
operations less capital expenditures) over the past three years
has been approximately $68 million.

Furthermore, Fitch estimates total leverage (total debt to
operating EBITDA) exiting 2011 was approximately 6.1 times (x),
still elevated despite approximately $1 billion of net debt
reduction during 2011 and estimate high single digit growth in
operating EBITDA.  With Fitch's expectations for flat to low
single digit revenue growth in 2012, Fitch anticipates Freescale's
free cash flow could approach $250 million for the year enabling
debt reduction and the company's total leverage to fall below
5.5x.  Fitch believes this milestone could result in positive
rating actions.

Negative rating action could result from the company's inability
to grow revenues and benefit from meaningful operating leverage,
most likely from diminished competitiveness, a downturn in the
semiconductor market, or a double-dip recession.  Fitch believes
any of these scenarios would meaningfully reduce the potential for
debt reduction.

Fitch believes Freescale's liquidity, pro forma for the new term
loan and anticipated debt redemption, was sufficient as of Dec.
31, 2011 and consisted of: i) approximately $772 million of cash
and equivalents and ii) approximately $408 million of remaining
availability under the $425 million senior secured RCF due July 1,
2016.  Fitch's anticipation for annual free cash flow approaching
$250 million over the intermediate-term also supports liquidity.

Total debt, pro forma for the new term loan but before debt
redemption (since the company is seeking the option to repay
senior subordinated notes due 2016 or senior unsecured notes due
2014), was approximately $6.6 billion as of Dec. 31, 2011 and
consisted of:

  -- $500 million of new term loan facilities;
  -- Approximately $2.2 billion of senior secured term loans due
     Dec. 1, 2016;
  -- Approximately $2 billion of senior secured notes due 2018;
  -- Approximately $355 million of senior unsecured notes due
     2014;
  -- Approximately $1.2 billion of senior unsecured notes due
     2020; and
  -- $764 million of senior subordinated notes due 2016.

The Recovery Ratings (RR) for Freescale reflect Fitch's recovery
expectations under a distressed scenario, as well as Fitch's
belief that Freescale's enterprise value, and hence recovery rates
for its creditors, will be maximized as a going concern rather
than liquidation scenario.

In deriving a distressed enterprise value, Fitch applies a 43%
discount to its estimate of Freescale's operating EBITDA for 2011
of approximately $1.1 billion.  Fitch applies a 5x distressed
EBITDA multiple to reach a reorganization enterprise value of
approximately $3.1 billion.

As is standard with Fitch's recovery analysis, the revolver is
assumed to be fully drawn and cash balances fully depleted to
reflect a stress event.  After reducing the amount available in
reorganization for administrative claims by 10%, Fitch estimates
the senior secured debt would recover 51%-70%, equating to 'RR3'
Recovery Ratings.  The senior unsecured and senior subordinated
debt tranches would recover 0%-10%, equating to 'RR6' Recovery
Ratings and reflecting Fitch's belief that minimal if any value
would be available for unsecured noteholders.


G.L. & ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: G.L. & Associates, L.L.C.
        536 Perry Road
        Grand Blanc, MI 48439

Bankruptcy Case No.: 12-30631

Chapter 11 Petition Date: February 16, 2012

Court: United States Bankruptcy Court
       Eastern District of Michigan (Flint)

Judge: Daniel S. Opperman

Debtor's Counsel: Peter T. Mooney, Esq.
                  SIMEN, FIGURA & PARKER
                  5206 Gateway Centre #200
                  Flint, MI 48507
                  Tel: (810) 235-9000
                  E-mail: pmooney@sfplaw.com

Estimated Assets: $0 to $50,000

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

A copy of the list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/mieb12-30631.pdf

The petition was signed by Lisa Stiehl, manager.


GATEHOUSE MEDIA: Bank Debt Trades at 73% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which GateHouse Media,
Inc., is a borrower traded in the secondary market at 26.83 cents-
on-the-dollar during the week ended Friday, Feb. 17, 2012, a drop
of 0.30 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 200 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Feb. 27, 2014, and
carries Moody's Ca rating and Standard & Poor's CCC- rating.  The
loan is one of the biggest gainers and losers among 164 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                       About GateHouse Media

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.

The Company reported a net loss of $28.42 million on $381.35
million of total revenues for the nine months ended Sept. 25,
2011, compared with a net loss of $27.74 million on $415.22
million of total revenues for the nine months ended Sept. 30,
2010.

The Company reported a net loss of $26.64 million on $558.58
million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $530.61 million on $584.79 million of
total revenue for the year ended Dec. 31, 2009.

The Company's balance sheet at Sept. 25, 2011, showed $511.80
million in total assets, $1.32 billion in total liabilities and a
$811.28 million total stockholders' deficit.


GENERAL MARITIME: Plan Outline Hearing Scheduled for Feb. 28
------------------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York will convene a hearing on Feb. 28,
2012, at 11:00 a.m. (Eastern Time), to consider adequacy of the
Disclosure Statement explaining General Maritime Corporation, et
al.'s Plan of Reorganization.  Objections, if any, are due
Feb. 21, at 4:00 p.m.

As reported in the Troubled Company Reporter on Feb. 7, 2012,
among other things, the Plan contemplates a rights offering by the
Company, as described in the Disclosure Statement and the Plan.
In the Rights Offering, eligible holders of general unsecured
claims will have the opportunity to purchase up to 17.5% of the
new equity of the reorganized Company on an undiluted basis for up
to $61.25 million.  The Plan provides for a record date of Feb. 8,
2012 for determining generally the holders of general unsecured
claims that are eligible to participate in the Rights Offering,
although certain additional holders will also be permitted to
participate in the Rights Offering as described in the Plan.  The
Rights Offering will be limited to those holders of general
unsecured claims that are either qualified institutional buyers or
accredited investors as defined by applicable securities laws.

A copy of the Plan dated Jan. 31, 2012, is available for free at
http://is.gd/6MfINZ

A copy of the related Disclosure Statement is available for free
at http://is.gd/suIUVd

                      About General Maritime

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

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

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

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

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

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

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

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


GENERAL MARITIME: Rights Offering Record Date Changed to Feb. 24
----------------------------------------------------------------
General Maritime Corporation disclosed a change in the record date
for its proposed rights offering to Feb. 24, 2012 from Feb. 8,
2012, as previously announced.  The rights offering is
contemplated by the Company's Plan of Reorganization filed with
the United States Bankruptcy Court for the Southern District of
New York.

In the rights offering, eligible holders of general unsecured
claims against debtors who guarantee the Company's obligations
under its secured credit facilities will have the opportunity to
purchase up to 17.5% of the new equity of the reorganized Company
on an undiluted basis for up to $61.25 million.  The record date
will be used to determine generally the holders of general
unsecured claims that are eligible to participate in the rights
offering.  Certain additional claims holders as described in the
Plan and transferees of claims in accordance with the Plan may
also be eligible to participate in the rights offering.  The
rights offering will be limited to those holders of general
unsecured claims that are either qualified institutional buyers or
accredited investors as defined by applicable securities laws.

The Company intends to file an amended Plan and Disclosure
Statement relating to the Plan with the Bankruptcy Court to
reflect the change in the record date and to make certain related
modifications.  The Plan and Disclosure Statement have not been
approved by the Bankruptcy Court.

                       About General Maritime

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

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

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

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

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

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

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

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

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


GHOST TOWN: Alaska Presley Offers $1.5 Million at Auction
---------------------------------------------------------
Clarke Morrison, writing for Citizens-Times.com, reports that
Alaska Presley bid $1.5 million for Ghost Town in the Sky at
auction on Feb. 10, 2012, at Haywood County Courthouse.

According to the report, Ms. Presley would become the owner if no
higher bids are made in the foreclosure auction.  Ms. Presley
earlier bought debts owed on the property and is using the
foreclosure process to gain control of Ghost Town.

Based in Waynesville, North Carolina, Ghost Town Partners, LLC,
operates an amusement park.  The Debtor filed for Chapter 11
protection on March 11, 2009 (Bankr. W.D. N.C. Case No. 09-10271).
David G. Gray, Esq., at Westall, Gray, Connolly & Davis, P.A., and
William E. Cannon, Jr., at Brown, Ward & Haynes P.A., represent
the Debtor in its restructuring efforts.  In its bankruptcy
petition, the Debtor disclosed total assets of $13,035,300 and
total debts of $12,305,672.


GLOBAL AVIATION: Creditors Reveal Individual Stakes in Firm
-----------------------------------------------------------
Kaitlin Ugolik at Bankruptcy Law360 reports that a group of Global
Aviation Holdings Inc.'s creditors, including several hedge funds
and private equity firms, have disclosed their individual stakes
in the leading military transport service provider's debt,
according to court documents filed Monday.

Funds and accounts related to Guggenheim Investment Management LLC
reported the greatest interest, with $39.8 million in senior
secured notes.  An entity called IN-FP2 LLC holds $29.4 million in
Global Aviation's debt, while Beach Point Capital Management LP
holds $23.8 million in notes, Law360 discloses.

                       About Global Aviation

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

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

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

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

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


GOLF RESORT: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Golf Resort Properties, LLC
        dba Golden Hills Golf & Turf Club
        4782 NW 80th Avenue
        Ocala, FL 34482

Bankruptcy Case No.: 12-00928

Chapter 11 Petition Date: February 16, 2012

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

Judge: Jerry A. Funk

Debtor's Counsel: Thomas W. Cartwright, Esq.
                  LAW OFFICE OF THOMAS W CARTWRIGHT
                  108 North Magnolia Avenue
                  Suite 318
                  Ocala, FL 34475-6644
                  Tel: (352) 620-9800
                  Fax: (352) 620-9805
                  E-mail: tcartwright@embarqmail.com

Scheduled Assets: $2,742,721

Scheduled Liabilities: $1,419,277

A list of the Company's 19 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb12-00928.pdf

The petition was signed by Art Skula, managing member.


GOODYEAR TIRE: Fitch Affirms Issuer Default Rating at 'B+'
----------------------------------------------------------
Fitch Ratings has affirmed the 'B+' Issuer Default Rating (IDR)
and the various issue ratings of The Goodyear Tire & Rubber
Company (GT) and its Goodyear Dunlop Tires Europe B.V. (GDTE)
subsidiary.

GT's ratings apply to a $1.5 billion secured revolving credit
facility, a $1.2 billion second lien secured term loan and $2.1
billion of senior unsecured notes.  GDTE's ratings apply to a
Eur400 million secured revolving credit facility and Eur250
million of senior unsecured notes.  The Rating Outlooks for GT and
GDTE are Stable.

GT's ratings reflect the tire manufacturer's strong competitive
position as a leading brand in the global replacement and original
equipment (OE) tire segments and continued market acceptance of
the company's higher margin premium tire offerings, set against a
backdrop of a persistently negative free cash flow performance and
substantially underfunded pension obligations.  Leverage has
declined meaningfully over the past year as positive pricing and
mix changes have overcome rising natural rubber costs to drive
significant growth in EBITDA.  The company's debt level has risen,
however, as negative working capital has pressured free cash flow.
Looking ahead, although GT has outlined a multi-year plan to
increase margins and strengthen its balance sheet, higher capital
spending and heavy cash pension contribution requirements are
likely to keep free cash flow relatively weak or negative over the
intermediate term.

GT's top-line performance in 2011 was strong, with net revenue
rising 21% to $23 billion from $19 billion in 2010.  About 67% of
the $3.9 billion increase in revenue was driven by higher pricing
and positive mix changes, as worldwide tire unit sales actually
declined 0.1% to 180.6 million units.  Gross margin in 2011
declined by 60 basis points to 17.3%, largely due to sharply
higher raw material costs, primarily for natural rubber.  Across
its global operations, GT reported that higher raw material costs
were responsible for $1.8 billion, or a little more than half, of
the $3.4 billion year-over year increase in cost of goods sold in
2011.

In the near term, natural rubber prices remain elevated by
historical standards, but have moderated from the peak levels seen
in late 2010 and early 2011, which should result in some margin
expansion when combined with the company's strong price and mix.
However, following the substantial increase in revenue per tire
seen in 2011, it is likely that unit revenue growth will be softer
over the next 12 months.  This could be particularly true in
Western Europe, where weakening economic conditions may lead to
lower volumes and increased pricing pressure.  Sales in the
company's Europe, Middle East and Africa (EMEA) segment
constituted 41% of GT's tire volume and 35% of its revenue in
2011.

In March 2011, GT announced a series of initiatives intended to
grow its consolidated segment operating income to $1.6 billion in
2013.  The three key strategic elements that form the foundation
for the strategy include: improving the profitability of the North
American tire business; increasing market share in China; and
growing and strengthening the EMEA and Latin American business
segments.  Fitch believes these strategies could increase the
company's profit potential, but the tire industry will continue to
be challenged by capacity-driven competition and highly volatile
prices for key raw materials.

Funding these initiatives will also require heavy capital spending
in the $1.1 billion to $1.3 billion range annually in 2012 and
2013.  The increased capital spending, along with a significant
increase in expected cash pension contributions over the next
several years, will pose meaningful impediments to GT's ability to
generate positive free cash flow over the intermediate term.  This
could be exacerbated by a potential slowdown in tire demand
resulting from global economic weakness and ultimately lead the
company to consider increasing its debt level.

Pension contributions will continue to be a meaningful use of cash
over the intermediate term, although GT's decision to utilize the
provisions of the U.S. Pension Relief Act of 2010 will limit the
level of required contributions over the next three years.
Nonetheless, the company's global pension plans remain deeply
underfunded.  As of Dec. 31, 2011, GT's global plans (including
unfunded plans) were underfunded by $3.1 billion, with a global
funded status of 64%.  The funded status of the company's U.S.
plans was even lower, at only 59%, with an underfunded position of
$2.5 billion.

GT contributed $294 million to its global pension plans in 2011,
while in 2012, the company has announced that it will
significantly increase its cash contributions to a range of $550
million to $600 million.  Cash contributions in 2013 are also
expected to exceed $500 million.  The company has previously noted
that it hopes that cash contributions at this level, combined with
favorable movements in asset values and long-term interest rates,
will reduce its global underfunded position to $1.2 billion by
year-end 2013.  Although the reduced funding requirements provided
by the pension relief legislation will lower GT's required
contributions through 2014, it also will likely drive required
contributions meaningfully higher in 2015 and beyond as the
company makes catch-up payments to offset the relief deferrals.

As of Dec. 31, 2011, GT's liquidity included $2.8 billion of cash
and cash equivalents and a total of $1.6 billion of availability
under the company's primary U.S. and European credit facilities.
By comparison, at year-end 2010, cash and cash equivalents stood
at $2 billion, but the company had $1.7 billion available on its
primary credit facilities.  The slight decline in credit facility
availability reflects a Eur105 million decline in the size of
GDTE's facilities to Eur400 million following the amendment of
those facilities in April 2011.

Although total liquidity at Dec. 31, 2011, was not only up
substantially from the Dec. 31, 2010 level, it also remained well
above the $1 billion threshold that management has historically
considered the level necessary to meet GT's working capital needs
and overseas funding requirements through the operating cycle.
Fitch notes that the $1.5 billion secured revolver is subject to a
borrowing base that could limit its availability, although as of
Dec. 31, 2011, there was no restriction on the availability as a
result of the borrowing base.  As of Dec. 31, 2011, 63% of GT's
consolidated cash and cash equivalents were located outside the
United States, including $534 million in countries such as China,
South Africa and Venezuela that may restrict the transfer of cash
beyond their borders.

As of year end 2011, GT's current debt maturities were relatively
low, with only $156 million coming due in the next 12 months.
However, the company also had $256 million in short-term notes
payable and overdrafts outstanding, for a total short-term debt
position of $412 million.  The next significant long-term debt
maturity is in 2014 when GT's $1.2 billion second-lien term loan
facility comes due.  There are no note maturities coming until
2016, however.  At Dec. 31, 2011, leverage (defined as total
debt/Fitch-calculated EBITDA) stood at 2.8 times (x), down from
3.4x at year-end 2010, although the improvement was driven
entirely by increased EBITDA, as total debt rose to $5.2 billion
from $4.7 billion at the end of 2010.  Fitch's calculation of
EBITDA was $1.8 billion in 2011, up from $1.4 billion in 2010. F
itch projects that leverage could decline further over the course
of 2012, potentially below 2.5x, provided that revenue and margins
increase and the company's liquidity remains sufficient to avoid
increasing its consolidated debt level.

Free cash flow in 2011, was again pressured by significant working
capital usage and increased capital spending. As a result, full-
year free cash flow was negative $285 million, down from negative
$20 million in 2010.  Helping to preserve liquidity, GT issued
$500 million of new mandatory convertible preferred stock in March
2011 and Eur250 million of new notes at GDTE in April 2011.  A
portion of the preferred stock proceeds was also used to redeem
$350 million of the company's 10.5% senior unsecured notes due
2016.

Looking ahead, Fitch expects free cash flow to remain under
pressure, and potentially negative, in 2012 and 2013 as the
company invests in its profitability improvement program.
Furthermore, significant cash pension contributions exceeding $500
million and over $1 billion in annual capital expenditures will
create headwinds that will be challenging to overcome.  If global
market conditions deteriorate from current projections, the
company could consider increasing its debt level or engaging in
another equity offering to bolster its liquidity position in the
intermediate term.  Any drop in tire demand stemming from an
economic slowdown could also lead GT to re-think its profitability
improvement program, given the cash outlays over the next several
years required to accomplish it.

The rating of 'BB+/RR1' on GT's and GDTE's secured credit
facilities reflects their substantial collateral coverage and
outstanding recovery prospects in the 90% to 100% range in a
distressed scenario.  On the other hand, the rating of 'B/RR5' on
GT's unsecured notes reflects Fitch's expectation that recoveries
on those notes would be below average, in the 10% to 30% range, in
a distressed scenario.  The relatively low level of expected
recovery for the unsecured debt is due to the substantial amount
of higher-priority secured debt in the company's capital
structure.  Fitch also notes that in a distressed scenario, GT's
substantial pension obligations could potentially depress recovery
prospects further for the company's unsecured creditors.

Fitch has assigned a rating of 'BB/RR2' to GDTE's Eur250 million
6.75% senior unsecured notes due 2019.  The rating is higher than
the rating on GT's unsecured notes due to the structural seniority
of the GDTE notes. GDTE's notes are guaranteed on an unsecured
basis by GT and GT's subsidiaries that also guarantee the parent
company's secured revolver and second-lien term loan.  GT's senior
unsecured notes also include guarantees from the same parent
company subsidiaries, but they are not guaranteed by GDTE.  In
addition, the lower level of secured debt at GDTE versus that at
GT also strengthens the recovery prospects for the GDTE notes.
Fitch notes that GDTE's credit facility and its senior unsecured
notes are subject to cross-default provisions relating to GT's
material indebtedness.

Fitch could revise GT's Rating Outlook to Positive or the ratings
could be upgraded in the intermediate term if stronger margins
result in positive free cash flow generation on a sustainable
basis and leverage continues to decline.  A meaningful reduction
in debt also could result in a positive rating action, but this is
unlikely in the near term, given the lack of significant debt
maturities.  A substantial improvement in the funded status of
GT's pension plans would also contribute to a positive rating
action. On the other hand, GT's Rating Outlook could be revised to
Negative or the ratings downgraded if a decline in tire demand or
an increase in production costs results in a prolonged period of
negative free cash flow generation and a significant weakening in
the company's credit protection metrics.  Of particular focus
would be any decline in the company's cash balance below $1
billion for an extended period.

Fitch has taken the following rating actions on GT and GDTE:

GT

  -- IDR affirmed at 'B+'
  -- Secured bank credit facility rating affirmed at 'BB+/RR1';
  -- Secured second-lien term loan rating affirmed at 'BB+/RR1';
  -- Senior unsecured rating affirmed at 'B/RR5';
  -- Rating Outlook Stable.

GTDE

  -- IDR affirmed at 'B+';
  -- Secured bank credit facility rating affirmed at 'BB+/RR1';
  -- Senior unsecured rating assigned at 'BB/RR2';
  -- Rating Outlook Stable.


GREAT PLAINS: Seeks to Employ Walthall Drake as Accountants
-----------------------------------------------------------
Great Plains Exploration LLC asks the U.S. Bankruptcy Court for
the Western District of Pennsylvania for authority to employ
James E. Sprague and Walthall, Drake & Wallace, LLP, as its
accountants to assist the Debtor by providing advise on financial
and tax matters, as well as preparing certain tax returns, reports
and calculations.

The Debtor assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                   About Great Plains Exploration,
                      Oz Gas and John D. Oil

Mentor, Ohio-based Great Plains Exploration LLC engaged primarily
in the acquisition, development, production, exploration, and sale
of oil and gas.  Great Plains primarily sells its oil and gas
products to gas marketing companies and refiners.

Oz Gas, LTD. and Great Plains filed voluntary Chapter 11 petitions
(Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10059) on Jan. 11,
2012.  John D. Oil and Gas Company filed a voluntary Chapter 11
petition (Bankr. W.D. Pa. Case No. 12-10063) on Jan. 13, 2012.

Judge Thomas P. Agresti oversees the cases.  Each of Great Plains
and Oz Gas estimated $10 million to $50 million in assets and
debts.  The petitions were signed by Richard M. Osborne, CEO.

John D. Oil, also based in Mentor, Ohio, was in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  It had 58 producing wells.  Its balance
sheet at Sept. 30, 2011, showed $8.12 million in total assets,
$12.92 million in total liabilities and a $4.79 million total
deficit.

On June 18, 2010, Oz Gas and Great Plains, along with other non-
debtor parties including Richard M. Osborne and The Richard M.
Osborne Trust, entered into a Forbearance Agreement with RBS
Citizens, N.A., dba Charter One, which asserts $30 million in
claims, pursuant to which RBS agreed to forbear from enforcing its
rights and remedies under the loan agreements until July 1, 2011.
RBS claims that the Forbearance Agreement expired on July 1, 2011,
and the lines of credit have not been paid off.  Great Plains said
all required payments under the Forbearance Agreement were made as
agreed.

On Nov. 21, 2011, at the request of RBS, a receiver was appointed
for all three corporate Debtors, in the United States District
Court for the Northern District of Ohio at case No. 11-cv-2089-
CAB.  District Judge Christopher A. Boyko issued an order
appointing Mark E. Dottore as receiver.  The Order Appointing
Receiver was appealed to the Sixth Circuit Court of Appeals on
Dec. 19, 2011, and the appeal is currently pending.


GREAT PLAINS: Quinn Buseck Steps Down as Receiver's Counsel
-----------------------------------------------------------
The Hon. Judge Thomas P. Agresti of the U.S. Bankruptcy Court for
the Western District of Pennsylvania has authorized Lawrence C.
Bolla, Esq., of Quinn, Buseck, Leemhuis, Toohey, & Kroto, Inc., to
withdraw as local counsel for Mark E. Dottore, receiver for Great
Plains Exploration, LLC.

Mr. Bolla was retained as local counsel for the Receiver for the
limited purpose of filing a response to the Debtor's Motion for
Turnover of Property.

Pursuant to the agreement between the Receiver and the Debtor and
the Court's Order dated Jan. 19, 2012, the Receiver has turned
over all property of the Debtor in its possession and, other than
a potential motion relating to the Receiver's unpaid costs
and fees, the Receiver's involvement in the matter has ended.

The Receiver continues to be represented by Robert T. Glickman,
Esq., and Robert R. Kracht, Esq., of McCarthy, Lebit, Crystal &
Liffman Co., LPA.

As reported in the Troubled Company Reporter on Jan. 18, 2012,
Great Plains asked the Bankruptcy Court to compel the receiver to
turn over the Debtors' assets.  The Debtors argued that the
receiver is the "custodian" being referred to in 11 U.S.C. Sec.
543 and therefore required to turn over all property and control
to the Debtors.

On June 18, 2010, Oz Gas and Great Plains, along with other non-
debtor parties including Richard M. Osborne and The Richard M.
Osborne Trust, entered into a Forbearance Agreement with RBS
Citizens, N.A., dba Charter One, which asserts $30 million in
claims, pursuant to which RBS agreed to forbear from enforcing its
rights and remedies under the loan agreements until July 1, 2011.
RBS claims that the Forbearance Agreement expired on July 1, 2011,
and the lines of credit have not been paid off.  Great Plains said
all required payments under the Forbearance Agreement were made as
agreed.

On Nov. 21, 2011, at the request of RBS, the receiver was
appointed for all three corporate Debtors, in the United States
District Court for the Northern District of Ohio at case No. 11-
cv-2089-CAB.  The Order Appointing Receiver was appealed to the
Sixth Circuit Court of Appeals on Dec. 19, 2011, and the appeal is
currently pending.

                  About Great Plains Exploration,
                      Oz Gas and John D. Oil

Mentor, Ohio-based Great Plains Exploration LLC engaged primarily
in the acquisition, development, production, exploration, and sale
of oil and gas.  Great Plains primarily sells its oil and gas
products to gas marketing companies and refiners.

Oz Gas, LTD. and Great Plains filed voluntary Chapter 11 petitions
(Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10059) on Jan. 11,
2012.  John D. Oil and Gas Company filed a voluntary Chapter 11
petition (Bankr. W.D. Pa. Case No. 12-10063) on Jan. 13, 2012.

Judge Thomas P. Agresti oversees the cases.  Robert S. Bernstein,
Esq., at Bernstein Law Firm P.C., serves as counsel to the
Debtors.  Each of Great Plains and Oz Gas estimated $10 million to
$50 million in assets and debts.  The petitions were signed by
Richard M. Osborne, CEO.

John D. Oil, also based in Mentor, Ohio, was in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  It had 58 producing wells.  Its balance
sheet at Sept. 30, 2011, showed $8.12 million in total assets,
$12.92 million in total liabilities and a $4.79 million total
deficit.


GREAT PLAINS: Has Until March 26 to File Schedules
--------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
extended until March 26, 2012, the deadline for Great Plains
Exploration LLC to file its schedules of assets and liabilities
and statement of financial affairs.  No further extensions will be
granted.

                  About Great Plains Exploration,
                      Oz Gas and John D. Oil

Mentor, Ohio-based Great Plains Exploration LLC engaged primarily
in the acquisition, development, production, exploration, and sale
of oil and gas.  Great Plains primarily sells its oil and gas
products to gas marketing companies and refiners.

Oz Gas, LTD. and Great Plains filed voluntary Chapter 11 petitions
(Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10059) on Jan. 11,
2012.  John D. Oil and Gas Company filed a voluntary Chapter 11
petition (Bankr. W.D. Pa. Case No. 12-10063) on Jan. 13, 2012.

Judge Thomas P. Agresti oversees the cases.  Robert S. Bernstein,
Esq., at Bernstein Law Firm P.C., serves as counsel to the
Debtors.  Each of Great Plains and Oz Gas estimated $10 million to
$50 million in assets and debts.  The petitions were signed by
Richard M. Osborne, CEO.

John D. Oil, also based in Mentor, Ohio, was in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  It had 58 producing wells.  Its balance
sheet at Sept. 30, 2011, showed $8.12 million in total assets,
$12.92 million in total liabilities and a $4.79 million total
deficit.


HAWKER BEECHCRAFT: Bank Debt Trades at 26% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 74.10 cents-on-
the-dollar during the week ended Friday, Feb. 17, 2012, a drop of
2.71 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 200 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 26, 2014, and
carries Moody's Caa2 rating and Standard & Poor's CCC rating.  The
loan is one of the biggest gainers and losers among 164 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                      About Hawker Beechcraft

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

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

                           *     *     *

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

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

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


HAWKER BEECHCRAFT: Bank Debt Trades at 21% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 78.55 cents-on-
the-dollar during the week ended Friday, Feb. 17, 2012, a drop of
0.33 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 850 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 26, 2014, and
carries Standard & Poor's CCC rating.  The loan is one of the
biggest gainers and losers among 164 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                      About Hawker Beechcraft

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

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

                           *     *     *

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

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

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


HCA HOLDINGS: Bank of America Discloses 62.2% Equity Stake
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Bank of America Corporation, Merrill Lynch &
Co., Inc, et al., disclosed that, as of Dec. 31, 2011, they
beneficially own 271,520,533 shares of common stock of HCA
Holdings, Inc., representing 62.2% of the shares outstanding.  The
calculation of the percentage is based on 436,557,300 shares of
voting common stock outstanding as of Oct. 31, 2011, as reported
in the HCA Holdings, Inc., Quarterly report on Form 10-Q for the
period ended Sept. 30, 2011, as filed with the Securities and
Exchange Commission on Nov. 9, 2011.  A full-text copy of the
amended 13G is available for free at http://is.gd/0jyXam

                           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.


HCA HOLDINGS: KKR Millennium Discloses 62.2% Equity Stake
---------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, KKR Millennium Fund L.P. and its affiliates
disclosed that, as of Dec. 31, 2011, they beneficially own
271,348,910 shares of common stock of HCA Holdings, Inc.,
representing 62.2% of the shares outstanding.

The calculation is based on 436,557,300 shares of common stock
outstanding as of Oct. 31, 2011, as reported in the HCA Holdings,
Inc.  Quarterly Report on Form 10-Q for the period ended Sept. 30,
2011, as filed with the Securities and Exchange Commission on
Nov. 9, 2011.

Hercules Holding II, LLC, held 271,348,910 Shares as of Dec. 31,
2011.  The units of Hercules Holding II, LLC, are held by a
private investor group, including affiliates of each of Bain
Capital Investors, LLC and Kohlberg Kravis Roberts & Co. L.P. and
affiliates of Dr. Thomas F. Frist, Jr. the founder of the Issuer,
all of whom are parties to the limited liability company agreement
of Hercules Holding II, LLC.

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

                        http://is.gd/P5WJYM

                           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.


HYLAND SOFTWARE: S&P Affirms 'B+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Westlake, Ohio-based enterprise content
management (ECM) software company Hyland Software Inc.

"We lowered the bank loan rating on the first-lien term loan to
'B+' from 'BB-' and revised the recovery rating to '3' from '2'.
The '3' recovery rating indicates that lenders can expect
meaningful (50%-70%) recovery in the event of a payment default,"
S&P said.

"The ratings on Hyland reflect its limited operational scale and
relatively modest competitive position, with respect to much
larger competitors with significantly more resources in the
fragmented ECM industry," said Standard & Poor's credit analyst
Jacob Schlanger. "The company's predictable recurring revenue
stream, stemming from high license renewal rates and favorable
business segment growth, provides stability for the rating. Its
limited revenue and EBITDA base and current ownership by a
private-equity sponsor limit a possible upgrade. The lower rating
on the bank loan reflects its increased amount and the reduced
recovery that would be expected in the event of a payment
default."

"Hyland's outlook is stable, reflecting its predictable operating
performance and aggressive leverage that will rise from present
levels due to the contemplated dividend but is likely to decline
over the medium term. The company's second-tier position in the
ECM market, limited scale, and financial ownership limit a
possible upgrade in the near term," S&P said.

"We could lower the rating to 'B' if customer defections/losses or
pricing pressure related to increased competition in the
marketplace or a weak economy result in margin erosion, lower free
cash flow generation, and debt leverage sustained at the 6x area,"
S&P said.


INNER CITY: Asset Sale Used to Dodge $31MM Tax Bill, Feds Allege
----------------------------------------------------------------
Pete Brush at Bankruptcy Law360 reports that Federal prosecutors
took the unusual step Wednesday of ripping Inner City Media Inc.'s
plan to sell itself for $180 million to creditors including
billionaire Ron Burkle, calling the proceeding a bad-faith attempt
to dodge $31 million in taxes.

Lenders including Burkle's Yucaipa Corporate Initiatives II LP,
who are owed $250 million by the insolvent radio broadcaster and
have a $180 million credit bid on the table, are trying use the
bankruptcy asset sale process to avoid taking a major tax hit, the
Federal prosecutors said.

                    About Inner City Media Corp.

On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress
Credit Funding I L.P., and Drawbridge Special Opportunities Fund
Ltd., signed involuntary Chapter 11 petitions for Inner City Media
Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to
11-13979) to collect on a $254 million debt.

The Petitioning Creditors are party to the senior secured credit
Facility pursuant to which they (or their predecessors in
interest) extended $197 million in loans to the Alleged Debtors to
be used for general corporate purposes.  More than two years ago,
the Alleged Debtors defaulted under the Senior Secured Credit
Facility, and in any event the entire amount of principal and
accrued and unpaid interest and fees became immediately due and
payable on Feb. 13, 2010.

Inner City Media's affiliates subject to the involuntary Chapter
11 are ICBC Broadcast Holdings, Inc., Inner-City Broadcasting
Corporation of Berkeley, ICBC Broadcast Holdings-CA, Inc., ICBC-
NY, L.L.C., ICBC Broadcast Holdings-NY, Inc., Urban Radio, L.L.C.,
Urban Radio I, L.L.C., Urban Radio II, L.L.C., Urban Radio III,
L.L.C., Urban Radio IV, L.L.C., Urban Radio of Mississippi,
L.L.C., and Urban Radio of South Carolina, L.L.C.

Judge Shelley C. Chapman granted each of Inner City Media
Corporation and its debtor affiliates relief under Chapter 11 of
the United States Code.  The decision came after considering the
involuntary petitions, and the Debtors' answer to involuntary
petitions and consent to entry of order for relief and reservation
of rights.

Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and
Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J.
Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader,
Wickersham & Taft LLP.  Attorneys for CF ICBC LLC, Fortress Credit
Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are
Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth &
Zabel LLP.

Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel.

Rothschild Inc. serves as the Debtors' financial advisors and
investment bankers.  GCG Inc. serves as the Debtors' claims agent.

The United States Trustee said that an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
Inner City Media because an insufficient number of persons holding
unsecured claims against the Debtor has expressed interest in
serving on a committee.


ISAACSON STRUCTURAL: Hearing on Cash Collateral Use Set Today
-------------------------------------------------------------
The Hon. J. Michael Deasy of the U.S. Bankruptcy Court for the
District of New Hampshire will convene a hearing today, Feb. 21,
to consider granting Isaacson Steel, Inc., and Isaacson Structural
Steel, Inc., further access to cash collateral.

A prior order by the bankruptcy judge authorized the Debtors to
access cash collateral until Feb. 24, 2012.

The Debtors are using the cash collateral to finance their
business operations.  As adequate protection from diminution in
value of the lenders' collateral, the Debtor will:

   1. pay interest due New Hampshire Business Finance Authority
      on account of its loan;

   2. pay Passumpsic Savings Bank $15,000 as adequate protection
      for the month of February 2012;

   3. grant BFA and Passumpsic replacement liens in all
      postpetition property of the estate.

BFA, in its objection, stated that its lien must be adequately
protected.  BFA also did not consent the $30,000 adequate
protection payment to Passumpsic Savings Bank from either the
BFA cash collateral or the proceeds of the BFA loan.

                  About Isaacson Structural Steel

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

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

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

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


JACKSON GREEN: Adequate Protection Deal Extended Until March 14
---------------------------------------------------------------
The Hon. Thomas S. Utschig of the U.S. Bankruptcy Court for the
Western District of Wisconsin approved a stipulation entered
between Jackson Green LLC and Wells Fargo Bank, N.A., extending
the interim stipulation for adequate protection to March 14.

The third stipulation with Wells Fargo, as trustee for the
registered holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage pass-Through Certificates,
Series 2006-C4, provides that:

   1. that the interim stipulation for adequate protection until
      Aug. 17, 2011, that was filed on July 20, 2011, is extended
      until March 14, 2012;

   2. the interim stipulation for adequate protection until
      Aug. 17, 2011, is also in effect and retroactive from
      Aug. 17 to March 14; and

   3. that pursuant to the Court order dated Oct. 11, 2011, the
      tax payment made by Jackson Green LLC remains credited
      towards the monthly adequate protection payment due Nov. 20,
      2011.

                        About Jackson Green

Based in Minocqua, Wisconsin, Jackson Green LLC owns a commercial
office building and parking lot in Chicago.  Jackson Green
originally filed for Chapter 11 bankruptcy (Bankr. W.D. Wis. Case
No. 09-10099) on Jan. 9, 2009.  The Court confirmed the Debtor's
chapter 11 plan on May 18, 2010.

Jackson Green returned to bankruptcy (Bankr. W.D. Wis. Case No.
11-14038) on June 23, 2011.  Judge Thomas S. Utschig presides over
the so-called Chapter 22 case.  The Law Office of Terrence J.
Byrne serves as the Debtor's Chapter 22 counsel.

In its schedules, the Debtor disclosed $25,194,530 in assets and
$22,838,968 in liabilities.  The petition was signed by Paula
Heyes, member.

Secured lender Wells Fargo is represented by lawyers at Foley &
Lardner LLP.

The United States Trustee said that a committee under 11 U.S.C.
Sec. 1102 has not been appointed because an insufficient number of
persons holding unsecured claims against Jackson Green LLC, have
expressed interest in serving on a committee.


JACKSON GREEN: Cash Collateral Hearing Rescheduled to March 14
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Wisconsin
has rescheduled to March 14, 2012, at 11:00 a.m., the hearing to
consider Jackson Green LLC's request for use of the cash
collateral which Wells Fargo Bank, N.A. asserts and interest.

Wells Fargo serves as trustee for the registered Holders of Credit
Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2006-C4.

The evidentiary hearing was previously scheduled for Jan. 18.

                        About Jackson Green

Based in Minocqua, Wisconsin, Jackson Green LLC owns a commercial
office building and parking lot in Chicago.  Jackson Green
originally filed for Chapter 11 bankruptcy (Bankr. W.D. Wis. Case
No. 09-10099) on Jan. 9, 2009.  The Court confirmed the Debtor's
chapter 11 plan on May 18, 2010.

Jackson Green returned to bankruptcy (Bankr. W.D. Wis. Case No.
11-14038) on June 23, 2011.  Judge Thomas S. Utschig presides over
the so-called Chapter 22 case.  The Law Office of Terrence J.
Byrne serves as the Debtor's Chapter 22 counsel.

In its schedules, the Debtor disclosed $25,194,530 in assets and
$22,838,968 in liabilities.  The petition was signed by Paula
Heyes, member.

Secured lender Wells Fargo is represented by lawyers at Foley &
Lardner LLP.

The United States Trustee said that a committee under 11 U.S.C.
Sec. 1102 has not been appointed because an insufficient number of
persons holding unsecured claims against Jackson Green LLC, have
expressed interest in serving on a committee.


JASPERS ENTERPRISES: Wants to Use Red Roof Inn Revenues
-------------------------------------------------------
Jaspers Enterprises, Inc., will appear before the Court Feb. 22 at
10:00 a.m. to request authority to use cash collateral of The Bank
of the Ozarks, and enter into related financing documents.

The Bank of the Ozarks is the Debtor's secured creditor for its
Red Roof Inn location.  As of the Petition Date, the Debtor owed
the Bank $2,060,000 under its agreements plus interest.

The Debtor said it requires the use of cash collateral to continue
its business operations and to pay its regular daily expenses,
including utilities and its other costs of doing business.

The Debtor said the Bank's interest in cash collateral is
adequately protected through payment of the Bank's loan in the
ordinary course of business and granting a replacement lien in new
inventory.

At the Feb. 22 hearing, the Debtor will also seek Court permission
to assume an agreement with A-1 Contract Staffing.

                      About Jaspers Enterprises

Jaspers Enterprises, Inc., filed a bare-bones Chapter 11 petition
(Bankr. E.D. Ms. Case No. 12-41073) in St. Louis, Missouri on
Feb. 13, 2012.  Jaspers Enterprises owns four Missouri hotels --
the Wingate in Maryland Heights plus the Days Inn property, the
Howard Johnson, and the Red Roof Inn, all located in Branson.  The
Wingate hotel in Maryland Heights is under receivership with Midas
Hospitality LLC as the receiver.  Maryland Heights, Missouri-based
Jaspers estimated assets of up to $50 million and debts of up to
$10 million.  It says that debts are primarily business debts.
The largest unsecured creditors are Days Inn Worldwide, which is
owed $361,760, and  Wingate Inns International Inc., owed $252,000
for a trade debt.

Judge Charles E. Rendlen III presides over the case.  Robert E.
Eggmann, Esq., and Thomas H. Riske, Esq., at Desai Eggmann Mason
LLC, serve as the Debtor's counsel.  The petition was signed by
Keith Jaspers, president.

Creditor The Bank of Missouri is represented by:

          Michelle L. Clardy, Esq.
          Matthew S. Layfield, Esq.
          POLSINELLI SHUGHART PC
          100 South Fourth Street, Suite 1000
          St. Louis, MO 63102
          E-mail: mclardy@polsinelli.com



JASPERS ENTERPRISES: Has Interim OK to Hire Desai Eggmann
---------------------------------------------------------
Jasper Enterprises, Inc., won interim Court authority to employ
Desai Eggmann Mason LLC as bankruptcy counsel.

The Court will hold a further hearing on the employment at the
Feb. 22 hearing.

Robert E. Eggmann, Esq., and Thomas H. Riske, Esq. --
reggmann@demlawllc.com and triske@demlawllc.com -- will lead the
engagement.

As of the Petition Date, the firm has been paid $8,829 for
services performed prior to the Petition Date.  The firm is
currently holding $17,171 as a retainer.  The hourly rates of
paralegals and associates of DEM who are to be involved in the
case range from $180 per hour to $320 per hour.

Mr. Eggmann, a principal at the firm, attests that his firm does
not hold or represent any interest adverse to the estate.

                      About Jaspers Enterprises

Jaspers Enterprises, Inc., filed a bare-bones Chapter 11 petition
(Bankr. E.D. Ms. Case No. 12-41073) in St. Louis, Missouri on
Feb. 13, 2012.  Jaspers Enterprises owns four Missouri hotels --
the Wingate in Maryland Heights plus the Days Inn property, the
Howard Johnson, and the Red Roof Inn, all located in Branson.  The
Wingate hotel in Maryland Heights is under receivership with Midas
Hospitality LLC as the receiver.  Maryland Heights, Missouri-based
Jaspers estimated assets of up to $50 million and debts of up to
$10 million.  It says that debts are primarily business debts.
The largest unsecured creditors are Days Inn Worldwide, which is
owed $361,760, and  Wingate Inns International Inc., owed $252,000
for a trade debt.

Judge Charles E. Rendlen III presides over the case.  The petition
was signed by Keith Jaspers, president.

Creditor The Bank of Missouri is represented by Michelle L.
Clardy, Esq., and Matthew S. Layfield, Esq., at Polsinelli
Shughart PC.


JASPERS ENTERPRISES: Sec. 341 Creditors' Meeting Set for March 13
-----------------------------------------------------------------
The Office of the U.S. Trustee in St. Louis, Missouri, will hold a
Meeting of Creditors pursuant to 11 U.S.C. Sec. 341(a) in the
Chapter 11 case of Jaspers Enterprises, on March 13, 2012, at
11:30 a.m. at U.S. Trustee Meeting Room, Suite 6.365A.

Jaspers Enterprises, Inc., filed a bare-bones Chapter 11 petition
(Bankr. E.D. Ms. Case No. 12-41073) in St. Louis, Missouri on
Feb. 13, 2012.  Jaspers Enterprises owns four Missouri hotels --
the Wingate in Maryland Heights plus the Days Inn property, the
Howard Johnson, and the Red Roof Inn, all located in Branson.  The
Wingate hotel in Maryland Heights is under receivership with Midas
Hospitality LLC as the receiver.  Maryland Heights, Missouri-based
Jaspers estimated assets of up to $50 million and debts of up to
$10 million.  It says that debts are primarily business debts.
The largest unsecured creditors are Days Inn Worldwide, which is
owed $361,760, and  Wingate Inns International Inc., owed $252,000
for a trade debt.

Judge Charles E. Rendlen III presides over the case.  Robert E.
Eggmann, Esq., and Thomas H. Riske, Esq., at Desai Eggmann Mason
LLC, serve as the Debtor's counsel.  The petition was signed by
Keith Jaspers, president.

Creditor The Bank of Missouri is represented by Michelle L.
Clardy, Esq., and Matthew S. Layfield, Esq., at Polsinelli
Shughart PC.


JMC STEEL: S&P Raises Corporate Credit Rating to 'B+'
-----------------------------------------------------
Standard & Poor's Rating Services raised its corporate credit
rating on Chicago-based JMC Steel Group Inc. (JMC) to 'B+' from
'B'. JMC is seeking to add an additional $100 million to its
existing $400 million senior secured term loan and an additional
$150 million to its existing $725 million senior unsecured notes.
The company will use the proceeds for general corporate purposes,
which may include its potential acquisition of Lakeside Steel Inc.
The outlook is stable.

"At the same time, we are raising our issue-level rating on the
company's senior secured term loan to 'BB' from 'BB-'. The
recovery rating on the senior secured term loan remains '1',
indicating our expectations for a very high (90% to 100%) recovery
in the event of a payment default. We are also affirming our 'B'
issue-level rating on the company's senior unsecured notes. Due to
the combination of the increased senior secured and senior
unsecured debt in the capital structure following the proposed
transactions, we are revising our recovery rating to '5',
indicating our expectations for a modest (10% to 30%) recovery in
the event of a payment default, from '4'," S&P said.

"The upgrade reflects our view that, over the next couple of
years, JMC's credit measures are likely to be sustained at levels
in line with the 'B+' rating, despite its exposure to steel price
volatility and higher debt levels, due to vigilant cost management
and efficiency measures," said Standard & Poor's credit analyst
Gayle Bowerman. "We expect JMC to maintain adjusted leverage of 4x
to 5x, which incorporates the company's acquisitive growth
strategy and our view of its 'weak' business profile, as our
criteria defines the term. The upgrade also reflects our
assessment that we expect the company's liquidity position to be
'strong,' under our criteria, in the next several quarters, given
JMC's history of positive cash flow generation and generally high
levels of availability under its asset-based revolving credit
facility."

"The rating incorporates our expectation that demand for JMC's
structural tubing, standard pipe, and electrical conduit products
will likely increase slightly as construction markets and the
general economy continue to recover. Furthermore, the company's
recently announced its plans to acquire Lakeside Steel--this would
expand its business mix into specialty oil country tubular goods
(OCTG). Although we have not factored any immediate benefits into
our rating, we expect the acquisition will have a positive effect
on sales and margin over the longer term. Our assumptions also
incorporate a slow ramp-up in production and higher costs in the
initial years for the acquired assets, which include a partially
constructed OCTG tubing and finishing facility in Alabama," S&P
said.

"Overall, we estimate that adjusted EBITDA will exceed $300
million in 2012 and expect adjusted EBITDA growth of around 15% in
2013 as the acquisition contributes to financial performance and
slowly improving end markets result in better volumes and
earnings. Key risks to achieving these results include slower-
than-expected growth in construction and the overall economy,
greater-than-expected steel price volatility, increased
competition from imports, and the inability of the company to
integrate the acquisition or realize benefits in the competitive
OCTG market," S&P said.

"Pro forma for the proposed transaction, we expect JMC's total
adjusted debt of approximately $1.5 billion. We expect 2012
adjusted leverage to be in the 4.5x to 5x range and to improve
closer to 4x in 2013 due to a combination of higher earnings and
debt paydown from excess cash flow as required under the term loan
agreement. We expect funds from operations (FFO) to debt to be in
the 12% to 15% range in both 2012 and 2013--metrics which we view
as appropriate for our assessment of the company's 'aggressive'
financial risk profile," S&P said.

"The rating and outlook reflect our expectation that JMC will
continue to improve its credit metrics over the next 12-18 months
as it integrates the Lakeside Steel acquisition, assuming moderate
steel price volatility. We believe that JMC will maintain leverage
of 4x to 5x, even after considering its acquisition-driven growth
strategy. Our rating and outlook also incorporates the company's
strong liquidity and improving business mix," S&P said.

"A negative rating action could occur if credit measures were to
weaken from current levels such that adjusted leverage was likely
to be maintained above 5x and FFO to debt falls below 12%," Ms.
Bowerman continued. "This could occur if our outlook for a
recovery in construction is delayed further or if JMC is unable to
pass through raw material costs due to a decline in demand. A
negative rating action could also occur if the company were to
pursue a more aggressive financial policy with regard to debt-
financed acquisitions."

"A positive rating action seems less likely in the near term,
given our view of JMC's weak business profile, private ownership
structure, and our expectation that the company will maintain its
aggressive financial risk profile," S&P said.

"However, one could occur if end markets rebound more quickly than
we expect, if JMC reduces its leverage substantially, or if the
company demonstrates sustainable growth prospects over the next
few years," S&P said.


JOY GLOBAL: Moody's Issues Summary Credit Opinion
-------------------------------------------------
This release represents Moody's Investors Service's summary credit
opinion on Joy Global Inc. (Joy) and includes certain regulatory
disclosures regarding its ratings. This release does not
constitute any change in Moody's ratings or rating rationale for
Joy.

Moody's current ratings on Joy Global Inc. are:

Senior Unsecured domestic currency ratings of Baa2

Backed Senior Unsecured Shelf domestic currency ratings of (P)Baa2

Backed Subordinate Shelf domestic currency ratings of (P)Baa3

Backed Preferred Shelf domestic currency ratings of (P)Ba1

Backed Preferred Shelf -- PS2 domestic currency ratings of (P)Ba1

RATINGS RATIONALE

Joy's Baa2 senior unsecured rating is supported by its strong
profitability and cash flow metrics, leading market position in
several mining equipment product segments, large installed base of
equipment, the stability and higher profitability of its
aftermarket revenue stream, and its global presence and
positioning to serve growing emerging markets such as China, India
and Russia. Factors that constrain Joy's rating are dependence on
cyclical mining industry and commodity markets, its underfunded
pension plans, and the large proportion of net sales and assets
represented by the company's foreign subsidiaries, which do not
guarantee the notes, and which introduces foreign exchange risk.

RATING OUTLOOK

Joy has a stable rating outlook. The stable outlook reflects its
strong competitive position, the stability associated with its
aftermarket business, and strong debt protection measures.

WHAT COULD CHANGE THE RATING UP

Factors that could lead to an upgrade include the continuation of
favorable mining industry fundamentals while, at the same time,
demonstrated discipline by the company with respect to financial
policies and acquisitions.

WHAT COULD CHANGE THE RATING DOWN

A rating downgrade is unlikely in the intermediate term. However,
a slippage in Joy's sales and cash flow, a shift in the
competitive landscape or market share, a significant increase in
debt, large equity distributions, or a large debt-financed
acquisition, unless accompanied by a commensurate increase in cash
flow, could trigger negative rating pressure.

The principal methodology used in rating Joy was the Global
Manufacturing Industry Methodology published in December 2010.


KAUFMAN BROS: Files for Bankruptcy to Liquidate
-----------------------------------------------
Kaufman Bros. LP, the minority-owned investment bank that helped
unwind U.S. stakes in bailed-out financial companies, filed a
Chapter 7 petition (Bankr. S.D.N.Y. Case No. 12-10664) in
Manhattan on Feb. 17.

New York-based Kaufman estimated assets and debts of less than
$10 million.

Chapter 7 proceedings let companies liquidate their assets while
being protected from creditors.

Kaufman was founded in 1995 and billed itself as "the country's
largest minority-owned and operated investment banking and
advisory firm" focused on technology, media, telecommunications,
green technology and health care.  The firm said in June that it
helped advisory clients raise more than $50 billion since 1999.

According to Bloomberg News, Kaufman shuttered operations Jan. 30.
Kaufman had assets of $3.26 million and partners' capital of $1.21
million as of Dec. 31, 2010, according to documents filed with
regulators.

Kaufman's Web site, before it was disabled, said the firm
participated in public offerings of Citigroup Inc. and American
International Group Inc. as the U.S. Treasury Department disposed
of stakes accumulated when it bailed out the firms during the
financial crisis, according to Bloomberg.  Kaufman Bros is
represented by:

         Adam L. Rosen, Esq.
         SILVERMAN ACAMPORA LLP
         100 Jericho Quadrangle, Suite 300
         Jericho, NY 11753
         Tel: (516) 479-6300
         Fax: (516) 479-6301
         E-mail: filings@spallp.com


KENTUCKIANA MEDICAL: Granger to Invest $1.5 Million in Hospital
---------------------------------------------------------------
Ben Zion Hershberg of The Courier-Journal reports that Granger
Group, a Michigan-based real estate and development company, has
proposed investing $1.5 million to add 20 private rooms at
Kentuckiana Medical Center.  Kentuckiana has been operating with
only 26 beds, rather than the planned 46.  Granger's company also
would assume about $21 million in debt.

A hearing was slated Feb. 14 to consider approval of the
disclosure statement explaining Kentuckiana's prior bankruptcy
exit plan.  At the hearing, Kentuckiana's lawyers presented to the
Court the new investor as well as a new plan, according to the
report.

Courier-Journal relates U.S. Bankruptcy Court Judge Basil Lorch
III has given Kentuckiana until March 16 to provide details of the
plan.

Courier-Journal recounts that Kentuckiana had been working to
secure a $37 million investment from the Argenta Group LLC, which
had said it could provide the financing at a relatively low
interest rate if a local government would participate.  The
Argenta plan called for either Clark County or Clarksville
government to sign a lease for the hospital, with the hospital to
be subleased to the physicians who work there.  The lease was to
be guaranteed by another financial organization, limiting the risk
to local government.

According to Courier-Journal, Eli Hallal, a doctor and investor in
Kentuckiana, said at the Feb. 14 hearing that the participation of
local government couldn't be secured in time to put together a
plan to refinance the hospital.  So when the Granger Group, a
Michigan-based real estate investment and development company,
expressed interest, hospital officials and lawyers began working
with it, Mr. Hallal said.

Clarksville, Indiana-based Kentuckiana Medical Center LLC filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No.
10-93039) on Sept. 19, 2010.  David M. Cantor, Esq., at Seiller
Waterman LLC, represents the Debtor.  The Debtor scheduled
$9,496,899 in assets, and $25,029,083 in liabilities.

Nancy J. Gargula, the U.S. Trustee for Region 10, appointed three
members to the Official Committee of Unsecured Creditors in
the Debtor's Chapter 11 cases.


KENTUCKIANA MEDICAL: Clarksville Town Balks at Lease Deal
---------------------------------------------------------
David A. Mann at News and Tribune reports that the Clarksville
Town Council in Indiana balked on Feb. 9, 2012, at a lease deal
that would have aided Kentuckiana Medical Center.

The report says, under the deal, the hospital would have been
refinanced by a private third party then leased to Clarksville,
which would sublease it back to its owners.  The town wouldn't
have been responsible for the refinance but the move would have
put its credit rating at risk.  Town attorneys Chris Sturgeon and
Rebecca Lockard advised that doing so could limit the town's
ability to pursue other projects.

The report relates that the council stopped short of taking a vote
to reject the lease proposal, with councilman Bob Popp saying a
rejection sends the wrong message.  Instead the proposal died for
lack of a supporting motion.

According to the report, the proposal, which had also been
rejected by the Clark County Commissioners in January 2012, is
known as a credit-tenant lease.  The town would not be giving the
hospital money, but instead allowing its credit rating to be used
for the refinancing.

Clarksville, Indiana-based Kentuckiana Medical Center LLC filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No.
10-93039) on Sept. 19, 2010.  David M. Cantor, Esq., at Seiller
Waterman LLC, represents the Debtor.  The Debtor scheduled
$9,496,899 in assets and $25,029,083 in liabilities.


KLN STEEL: Sues to Recover $2.3-Mil. from Saltgrass, et al.
-----------------------------------------------------------
KLN Steel Products Company LLC, et al., filed with U.S. Bankruptcy
Court for the Western District of Texas an adversary proceeding
seeking to:

   i) recover amounts invoiced for goods provided to Salt Grass
      Valley LLC, Calculus, Ltd., and Boolean Holdings Corp.;

  ii) avoid any purported setoff of non-mutual obligations,
      setoffs improving position; and

iii) restrain and enjoin any post-petition administrative freeze
      or setoff of amounts due to the Debtors for any accounts
      receivable for which a valid and unavoidable setoff right
      does not exist.

In addition, the Debtors seek attorney's fees, costs and interest
in accordance with applicable law.

The Debtors seek a total of $2,045,154 from Saltgrass and $31,871
from Boolean/Ladensohn.  The Debtors relate that despite demand,
the defendants have failed and refused to pay these liquidated
sums for which they have received or will receive payment from the
governmental entities to whom furniture was supplied.

Saltgrass Valley LLC is a Texas limited liability.  Calculus, Ltd.
is a Texas Limited Partnership that voluntarily dissolved on
Dec. 28, 2011 (the day that Debtors demanded payment of amounts
due), and transferred all of its assets to Boolean Holdings Corp.,
despite not having paid its debt to these bankruptcy estates.
Saltgrass, Boolean and Calculus are owned and controlled by David
A. Ladensohn. Ladensohn is the registered agent of Calculus.

                    About KLN Steel Products

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

KLN Steel filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case
No. 11-12855) on Nov. 22, 2011.  Dehler (Case No. 11-12856) and
Furniture by Thurston (Case No. 11-12858) filed on the same day.
Judge Craig A. Gargotta oversees the case.  Patricia Baron
Tomasco, Esq., at Jackson Walker LLP, serves as the Debtors'
counsel.  Horwood Marcus & Berk Chartered serves as their special
counsel.  Conway MacKenzie, Inc., serves as financial advisor.
Each of the Debtors estimated assets and debts of $10 million to
$50 million.

San Antonio, Texas-based 4200 Pan Am LLC filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Case No. 11-13154) on Dec. 29, 2011.
Judge Gargotta oversees the case, taking over from Judge H.
Christopher Mott.  Patricia Baron Tomasco, Esq., at Jackson Walker
LLP, serves as 4200 Pan Am's counsel.  In its petition, the Debtor
estimated $10 million to $50 million in assets and debts. The
petition was signed by Edward J. Herman, manager.

4200 Pan Am is seeking joint administration of its case with those
of affiliates Dehler, Furniture By Thurston, and KLN.

The Official Committee of Unsecured Creditors in the Chapter 11
cases of KLN Steel Products Company, LLC, et al., is represented
by Hall Attorneys, P.C.  The Committee tapped Navigant Consulting
(PI), LLC as its financial advisor.


LEE COUNTY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Lee County Farmers Cooperative Society
        P.O. Box 120
        Giddings, TX 78942

Bankruptcy Case No.: 12-10312

Chapter 11 Petition Date: February 17, 2012

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Patrick C. Hargadon, Esq.
                  PATRICK C. HARGADON, P.C.
                  P.O. Box 1675
                  Dripping Springs, TX 78620
                  Tel: (512) 264-1033
                  Fax: (512) 264-0947
                  E-mail: pharglaw@aol.com

Scheduled Assets: $5,098,306

Scheduled Liabilities: $2,660,415

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txwb12-10312.pdf

The petition was signed by Larry Teinert, president.


LEHMAN BROTHERS: Sues Citibank for $2.5 Billion
-----------------------------------------------
Lehman Brothers Holdings Inc. sued Citigroup Inc.'s Citibank
demanding the return of $2.5 billion in collateral given the bank
prior to its bankruptcy filing, Bloomberg News reported.

The complaint in part alleges that the transfers to Citibank were
fraudulent and may be recovered under bankruptcy law, the report
said.

Lehman also seeks "hundreds of millions" owed by Citibank and
wants to reduce or deny $2 billion of claims the bank filed
against the company.  It said the bank's $2 billion in claims are
inflated, Bloomberg News reported.

Citibank reportedly said that it is entitled to $2 billion of the
company's cash to secure its claims on the company which would
otherwise be unsecured.  The so-called setoff "is in violation of
the bankruptcy code," Lehman said in the complaint.

Danielle Romero-Apsilos, a spokeswoman for Citigroup, said the
lawsuit is an "unjustified attempt by the Lehman estates to
renege on their obligations to Citi and claw back assets to which
they have no right."  She pointed out that the bank took the cash
to protect itself and its shareholders from loss, Bloomberg News
reported.

Separately, Citigroup is fighting a $1.3 billion demand by
Lehman's brokerage and has settled its differences with the
company's European affiliate, according to the report.

The case is Lehman v. Citibank, Case No. 12-01044, U.S.
Bankruptcy Court, Southern District of New York (Manhattan).

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Disputed Claims Reserve Bid Has Objections
-----------------------------------------------------------
Lehman Brothers Holdings Inc. seeks approval from Judge James
Peck of the U.S. Bankruptcy Court for the Southern District of
New York to use non-cash assets as a reserve to cover disputed
claims.

The move is part of the company's effort to expedite the
distributions to creditors under its $65 billion payout plan, and
to avoid maintaining large cash reserves for disputed claims
which could reduce distributions to creditors.

As of January 27, there are still $112 billion in disputed claims
that need a reserve, according to court papers.

Harvey Miller, Esq., at Weil Gotshal & Manges LLP, in New York,
said creditors with "allowed claims" stand to benefit if Lehman
covers disputed claims in part with non-cash assets.

According to Mr. Miller, Lehman would only be able to distribute
$3.3 billion to its creditors if forced to set aside available
cash.  For its special financing unit, the initial distribution
would only be $4.8 billion, he said.

If Lehman, however, covers disputed claims with non-cash assets,
the first distribution to its creditors would be $4.8 billion, a
$1.5 billion increase.  Meanwhile, creditors of the special
financing unit would see an initial distribution of $5.9 billion,
a $1.1 billion increase.

"Holders of allowed claims will benefit from the time-value of
having larger initial distributions," Mr. Miller said in a motion
filed with the bankruptcy court.

The Lehman lawyer further said it would be unfair to delay the
distributions to creditors who have settled their claims with the
company because of the need to maintain large cash reserves for
disputed claims.

The company, which has already settled as much as $765 billion in
claims, believes the disputed claims will be reduced to $59
billion, according to court papers.

Lehman also asked the bankruptcy court to approve the terms and
conditions governing its use of non-cash assets as a reserve.
One of the terms requires the company or any Lehman unit in
bankruptcy to retain at least 25% in cash as a reserve for
disputed claims.

A full-text copy of the proposed order detailing those terms and
conditions is available without charge at:

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

The motion will be heard on February 22, 2012, before Judge James
Peck.  Objections were due by February 15, 2012.

             U.S. Bank, et al., Oppose Lehman Bid
                    to Use Non-Cash Assets

Lehman Brothers Holdings Inc.'s bid to use non-cash assets as a
reserve to cover disputed claims hit a snag from U.S. Bank N.A.
which sees the move as detrimental to some creditors.

The company previously sought approval from the U.S. Bankruptcy
Court for the Southern District of New York to cover disputed
claims in part with non-cash assets to avoid maintaining large
cash reserves that could reduce distributions to creditors under
its $65 billion payout plan.  Lehman said it has about $18
billion of cash available for distribution.

U.S. Bank's lawyer, Craig Price, Esq., at Chapman and Cutler LLP,
in New York, said they do not agree with the use of non-cash
assets because it strips away the guarantees provided to
creditors with disputed claims that sufficient available cash
would be reserved for them.

Mr. Price also said that Lehman proposes to substitute non-cash
assets that are "illiquid and have uncertain value."

In case Lehman gets court approval, creditors with disputed
claims should be provided protection equivalent to holding cash
reserves regardless of whether a disputed claim is the first or
last to liquidate, Mr. Price said. He added that the floor
percentage of the minimum cash reserve must also be increased and
funded with available cash.

Lehman previously suggested that the company or any of its units
in bankruptcy be required to retain at least 25% in cash as a
reserve.

As of January 27, there are still $112 billion in disputed claims
that need a reserve, according to court papers.  Lehman, which
has already settled as much as $765 billion in claims, believes
the disputed claims will be reduced to $59 billion.

The use of non-cash assets also drew flak from Commerzbank AG,
Golden State Tobacco Securitization Corp. and other creditors.
They complained that its approval would increase distribution to
one group of creditors at the expense of creditors that hold
disputed claims.

Lehman, meanwhile, found an ally in the committee representing
the company's unsecured creditors.

In a court filing, the Official Committee of Unsecured Creditors
said all Lehman creditors stand to benefit from the use of non-
cash assets to cover disputed claims.

"Larger initial distributions will yield comparably larger catch-
up distributions, thereby ensuring that the current holders of
both allowed and disputed claims receive larger distributions on
their allowed claims sooner than later," it said.

The same was echoed by Steven Cohn, managing director at Alvarez
& Marsal North America LLC.

"Because holders of allowed claims will receive greater initial
distributions, the amounts that will be paid as catch-up
distributions to holders of disputed claims that become allowed
will also be greater," Mr. Cohn said in a declaration in support
of Lehman's bid to use non-cash assets.

Mr. Cohn disclosed that if Lehman gets its way, its general
unsecured creditors would have an initial distribution of 2.75%,
a 0.42% increase from the 1.93% they would receive if all cash
must be reserved for disputed claims.  Meanwhile, senior
unsecured creditors would have an initial distribution of 2.93%,
a 0.88% increase.

For Lehman ' special financing unit, its general unsecured
creditors would see an initial distribution of 15.32% if cash
would be set aside to cover disputed claims.  If Lehman, however,
covers disputed claims with non-cash assets, the first
distribution would be 18.59%, a 3.27% increase.

A chart reflecting the amounts of outstanding claims against the
Lehman units and the increased distribution that would be made to
creditors on a percentage basis through a reserve of non-cash
assets in lieu of available cash can be accessed at:

  http://bankrupt.com/misc/LBHI_Chart1stDistribution.pdf

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Insists on $65.6MM Estimate of Swiss Unit Claim
----------------------------------------------------------------
Lehman Brothers Holdings Inc. asked Judge James Peck to overrule
the objection of its Swiss affiliate, Lehman Brothers Finance AG,
to the proposed estimation of its $15.4 billion in claim against
the company.

Lehman previously said nothing needs to be reserved for the Swiss
subsidiary's claim against the company while $65.5 million is
sufficient to cover the maximum that might be allowed against
Lehman Brothers Special Financing Inc., LBHI's special financing
unit.

In court papers, Lehman refuted LB Finance's assertion that the
bankruptcy court lacks authority to enforce a provision of the
plan, which requires the company to establish a reserve for
disputed claims.

"Provisions such as Section 8.4 of the plan are commonplace in
this and other districts, and courts routinely enforce them,"
Alfredo Perez, Esq., at Weil Gotshal & Manges LLP, in New York,
said.

Mr. Perez also said the Swiss subsidiary's demand for an
evidentiary hearing and discovery is "out of proportion."  He
pointed out that a hearing on the merits of the claim is not
required since the company is merely requesting an estimation of
the claim to establish a reserve.

Before Lehman sought approval to estimate the claim, LB Finance
made many failed attempts to reach an agreement with its
subsidiary.  LB Finance, meanwhile, offered to mediate the proper
amount of its claim but it was rejected by the company fearing it
would take "too long" and "unnecessarily complicate the issue,"
according to a declaration by Daniel Ehrmann, managing director
at Alvarez & Marsal North America, LLC.

Lehman also raised similar arguments in responding to objections
from U.S. Bank National Association, Citibank N.A. and Wilmington
Trust Company.

"The trustees are inappropriately seeking an evidentiary hearing,
which is only required for a final determination of the trustees'
claims," the company said in a court filing.

Earlier, Lehman withdrew its request to estimate the claims of
the other trustees, Wells Fargo Bank National Association and
Bank of America N.A.

The Official Committee of Unsecured Creditors expressed support
for approval of the proposed estimation, saying the bankruptcy
court has authority to estimate the claims for establishing a
reserve.  The Creditors' Committee also argued that LBF Finance
did not object to the plan's estimation mechanism or any of the
requirements for establishing reserves.

"Now that the plan has been confirmed, [LB Finance] is precluded
from collaterally attacking its provisions," the Creditors'
Committee said in a court filing.

                           *     *     *

According to a January 26 report by BankruptcyLaw360, Judge James
Peck slashed the amount of money that Lehman will have to set
aside to cover a disputed $15.4 billion claim by its Swiss unit,
finding that Lehman only needed to reserve $3 billion.

Prior to the decision, the bankruptcy judge chastised LB Finance,
saying it is now acting "incredibly unreasonable in every way"
and had filed "grotesquely overstated claims," Law360 reported.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


LEHMAN BROTHERS: Closes $1.325-Bil. Archstone Deal
--------------------------------------------------
Lehman Brothers Holdings Inc. has closed its deal to acquire a
$1.325 billion stake in apartment owner Archstone, according to a
January 23 regulatory filing with the U.S. Securities and
Exchange Commission.

Under the deal, Lehman acquired 50% of equity interests held by
Bank of America N.A., Banc of America Strategic Ventures Inc.,
BIH ASN LLC and Archstone Equity Holdings Inc. in various
entities affiliated with Archstone for $1.325 billion in cash.

Lehman closed the deal on January 20, 2012.  The company now owns
approximately 73.5% of Archstone, according to the filing.

The company entered into the deal pursuant to a right of first
offer that it holds pursuant to its existing agreements with the
sellers.  The right of first offer was triggered when Lehman
received a notice of intent to sell interests from the sellers in
December 2, 2011, that they were obligated to provide to the
company prior to selling any equity interests in Archstone.

A full-text copy of the purchase agreement is available without
charge at http://ResearchArchives.com/t/s?7788

The deal came more than a week after the U.S. Bankruptcy Court in
Manhattan granted Lehman's motion for approval to exercise its
right of first offer.

The motion was filed after Bank of America and Barclays Plc
struck a deal to sell 26.5% of Archstone to Sam Zell's Equity
Residential and granted the latter an option to buy the second
half of their stake in the apartment owner for $1.33 billion.

Last month, Lehman's bid to block Equity Residential from buying
part of Archstone was rejected.  The company, however, said it
can match Equity Residential's offer, which would trigger an
option allowing the latter to then buy the other half of the
banks' stake.  Lehman can match that offer also but would have to
put up enough money to overcome a likely price increase.

Meanwhile, Equity Residential maintains in its SEC filings that
it can "exercise its right to acquire all other interests held"
by Bank of America and Barclays in Archstone for $1.3 billion,
according to a January 24 report by The AmLaw Daily.  If Equity
Residential gains control of that final 26.5% stake in
Archstone, it could force Lehman to sell it back some assets
under a 2010 agreement between all of the real estate investment
trust's stakeholders, the report said.

Lehman's estate wants Archstone as part of a $65 billion payout
plan to exit bankruptcy, which was approved by the bankruptcy
court in December 2011.

Weil, Gotshal & Manges's real estate co-chair W. Michael Bond and
private equity partner Kyle Krpata and Wollmuth Maher & Deutsch's
bankruptcy partner, Paul De Filippo, advised Lehman on its bid to
increase its stake in Archstone, the AmLaw Daily noted.

Equity Residential is advised by Hogan Lovells, which advised
Archstone on its LBO back in 2007.  Simpson Thacher & Bartlett
corporate Patrick Naughton and Peter Pantaleo, head of the firm's
bankruptcy practice, are leading a team from the firm advising
Barclays in connection with the sale of half of its Archstone
stake to Lehman, the report further noted.  Kaye Scholer
corporate partner Mark Kingsley is leading a team from his firm
representing BoA, which also was advised by its assistant general
counsel Ileana Stone.

Mr. Bond may be reached at:

      W. Michael Bond, Esq.
      WEIL GOTSHAL & MANGES LLP
      767 Fifth Avenue
      New York, NY 10153
      Tel:             (212) 310-8035
      Fax: (212) 310-8007
      E-mail: michael.bond@weil.com

Mr. Krpata may be reached at:

      Kyle Krpata, Esq.
      WEIL GOTSHAL & MANGES LLP
      201 Redwood Shores Parkway
      Redwood Shores, CA 94065
      Tel:             (650) 802-3093
      Fax: (650) 802-3100
      E-mail: kyle.krpata@weil.com

Mr. De Filippo may be reached at:

      Paul De Filippo, Esq.
      WOLLMUTH MAHER & DEUTSCH
      500 Fifth Avenue
      New York, NY 10110
      Tel:             (212) 382-3300
      Fax: (212) 382-0050
      E-mail: pdefilippo@wmd-law.com

Simpson Thacher & Bartlett may be reached at:

      Patrick Naughton, Esq.
      Peter Pantaleo, Esq.
      425 Lexington Avenue
      New York, NY 10017-3954
      Tel:             (212) 455-7135
      Fax: (212) 455-2502
      E-mail: pnaughton@stblaw.com
              ppantaleo@stblaw.com

Kaye Scholer may be reached at:

      Mark Kingsley, Esq.
      KAYE SCHOLER
      425 Park Avenue
      New York, NY 10022-3598
      Tel: (212) 836-7092
      E-mail: mkingsley@kayescholer.com

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


LEHMAN BROTHERS: Wins Nod to Settle JPMorgan Funds' Claim
---------------------------------------------------------
Lehman Brothers Holdings Inc. and the Official Committee of
Unsecured Creditors sought and obtained court approval to settle a
$710 million claim filed by about 70 investment funds sponsored or
managed by JPMorgan Chase Bank, N.A.

Under the deal, $699.2 million of the claim will be returned to
Lehman, which the company said, will be available for its first
distribution to creditors.  In return, the investment funds will
get $15 million in cash and will retain some collateral.

The $699.2 million is currently being held as collateral, which
JPMorgan got from Lehman prior to its bankruptcy filing in
September 2008.

The investment funds filed a $710 million claim against Lehman,
arguing that as "affiliates" of JPMorgan Bank, their claim was
guaranteed by Lehman and secured by the collateral posted by the
company.  Lehman, however, objected to the claim and sought a
court ruling that the investment funds were not JPMorgan
affiliates and therefore they can't benefit from the bank's
position as a secured creditor to cover $700 million in claims.

Lehman's lawyer, Joseph Pizzurro, Esq., at Curtis Mallet-Prevost
Colt & Mosle LLP, in New York, called the deal a "reasonable
resolution" of a dispute, adding that the $699.2 million will be
used to repay the company's creditors during its first
distribution.

"Entering into the settlement transaction will also result in
significant benefits to the estate by avoiding the costs, delay
and litigation risks associated with having to prosecute the
issues raised in the claim objection," Mr. Pizzurro said in court
papers.

Bloomberg News noted that Lehman still has a pending lawsuit
accusing JPMorgan, once its main clearing bank, of siphoning $8.6
billion of critical assets in the last few days prior to its
September 15, 2008 bankruptcy.


A copy of the term sheet detailing the terms of the proposed
settlement is available without charge at:

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

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

Lehman lawyer L.P. Harrison III, Esq., at Curtis, Mallet-Prevost,
Colt & Mosle LLP, New York, said that while Lehman believes it
would have prevailed in fighting the claims, it was cognizant of
"avoiding the costs, delays and litigation risks," Fox Business
reported.

The $710 million is actually a rather small chunk of a larger
dispute between Lehman and JPMorgan.  The company is also trying
to slash nearly $30 billion in other claims that JPMorgan filed
in its bankruptcy case.

The two sides are suing each other, with Lehman alleging that
JPMorgan illegally siphoned billions of dollars from the company
just before the bankruptcy.  JPMorgan countered that the company
used "collusion and deception" when it told the bank that an
emergency loan it made was backed by $70 billion in securities.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


LEHMAN BROTHERS: Settles Dispute Over $7.5-Mil. Fee Claim
---------------------------------------------------------
Lehman Brothers Holdings Inc. and its creditors settled a dispute
over Barclays Bank PLC's claim of a $7.5 million termination fee
connected with the company's postpetition financing, Bloomberg
News reported.

When Lehman filed for bankruptcy protection in September 2008, it
arranged a $450 million loan from Barclays.  The bankruptcy court
gave interim approval to borrow $200 million.

Lehman eventually dropped its motion for approval of the loan
after seeing that cash was plentiful.  Prior to this, the
Official Committee of Unsecured Creditors opposed the financing,
saying the loan was expensive and unnecessary.

In response to the Committee's objection, Barclays argued that
the Committee's attempt to renegotiate the terms of the DIP
Facility, including the fees payable thereunder, is not only
procedurally improper, but is impermissible under the Bankruptcy
Code.  Barclays pointed out that the Court has found that it
acted as good faith lenders and the Committee has not challenged
this decision.  This, Barclays asserted, precludes the Court from
now reversing or modifying the DIP Order, the terms of which
Barclays relied upon in extending credit to the Debtors.

Barclays claimed it was entitled to a $7.5 million fee.  Lehman
agreed to settle by paying the bank $6.25 million.

Within five (5) business days of completion of the Barclays
Transfer,

The Committee agreed to withdraw its Motion for Reconsideration
with prejudice and Barclays agreed to withdraw its Objection with
prejudice immediately after the transfer of the settlement
amount.

The settlement is formalized in a 9-page stipulation, which can
be accessed at http://bankrupt.com/misc/LBHI_StipBarclaysFee.pdf

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


LEHMAN BROTHERS: LBI Claims Dispute Pushes Back Payback Estimate
----------------------------------------------------------------
James W. Giddens, the trustee liquidating Lehman Brothers
Holdings Inc.'s brokerage under the Securities Investor
Protection Act, pushed back his estimate as to when he can start
allocating $18.3 billion to a fund that will be used to pay back
customers, Dow Jones Daily Bankruptcy Review reported.

At a hearing on Jan. 25, Hughes Hubbard & Reed LLP's David
Wiltenburg, Esq., a lawyer for the SIPA Trustee, said he hoped
"interim distributions" could start during the first half of 2012
rather than in "early 2012" as was originally hoped, according to
the report.

"This time around there are more issues on the table," the lawyer
said, referring to the first allocation to customers approved
earlier in the case.  This time, there are "more dollars in
question," he said.

A big chunk of those dollars is tied up in a dispute with Lehman
Brothers International Europe, which the trustee intends to pay
$2.2 billion in cash plus about $6.1 billion of account
positions, the report related.  LBIE's claim is related to the
firm's European prime brokerage clients but it thinks it should
be treated as a "customer" and thus paid more, Dow Jones
reported.

The LBIE claim, and how it is determined, will greatly affect the
trustee's payback plan, the report pointed out.  LBIE previously
asked the Bankruptcy Court to overturn the SIPA Trustee's
decision approving $8.3 billion as the amount for one of its
claims rather than the $15.1 billion it is owed, according to the
report.

The claim is in addition to another $8.9 billion the two sides
are haggling over.

Mr. Giddens argued LBIE is asking to be treated similarly to
individual customers who expect to get 100% recovery in the
brokerage's liquidation.   The company, he said, is claiming
"customer status" for $24 billion, "a number that currently
exceeds all the assets under the trustee's control."

The Jan. 25 hearing was scheduled for the SIPA Trustee to seek
approval of the allocation plan but the Jan. 25 hearing
essentially became status conference where the trustee provided
updates on his allocation request.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


LENNAR CORP: Moody's Raises Corporate Family Rating to 'B1'
-----------------------------------------------------------
Moody's Investors Service raised the ratings of Lennar
Corporation, including its corporate family and probability of
default ratings to B1 from B2 and the ratings on its senior
unsecured notes and convertible senior notes to B2 from B3. At the
same time, Moody's affirmed the company's SGL-2 speculative grade
liquidity assessment. The ratings outlook is positive.

RATINGS RATIONALE

These rating actions were taken:

Corporate family rating raised to B1 from B2;

Probability of default rating raised to B1 from B2;

Existing senior unsecured notes raised to B2 (LGD4,60%) from
B3(LGD4,60%);

Existing convertible senior notes raised to B2 (LGD4,60%) from
B3(LGD4, 60%);

Speculative grade liquidity assessment affirmed at SGL-2;

Ratings outlook is positive.

The upgrades reflect Lennar's largely successful mitigation of the
principal risks outlined by Moody's at the time of its downgrades
in 2008 and 2009, despite the downdraft provided by an abysmal
housing market. Lennar's actions include its stretching out a
heavy debt maturity schedule during a time of uncertain market
access through successful, multiple equity and debt issuances; its
near-elimination of its formerly outsized recourse joint venture
debt exposure; and its ability to generate net income even as the
majority of its peers continued to rack up losses.

The B1 corporate family rating is supported by the company's
industry-leading gross margins, its strong earnings performance in
a weak housing environment, the diminished pace of impairment
charges being booked, the slimming down of its joint venture
activities into a relatively few (for Lennar) critical land
ventures, the substantial tangible equity base, and one of the
homebuilding industry's more transparent disclosures of off-
balance sheet activities.

At the same time, the company's ratings incorporate its elevated
debt leverage, the likelihood that cash flow from operations will
continue being negative in fiscal 2012, the long land position,
the still-substantial, albeit greatly reduced, total (as opposed
to recourse) debt at its joint venture operations, and its high
proportion of speculative construction.

Lennar's liquidity is supported by its $1 billion unrestricted
cash position and various letter of credit facilities aggregating
$400 million.

The positive outlook is based on Moody's expectation that industry
volumes will be up modestly this year and that any kind of volume
increase should result in Lennar's improved earnings and credit
metrics. Particularly with regard to earnings, a continued string
of positive earnings should hasten the day when Lennar's auditors
permit it to reverse an estimated $500 million of its deferred tax
reserve, which would result in an immediate boost to net worth and
a drop in adjusted debt leverage of an estimated 350 basis points.
If, on the other hand, the spring selling season is another bust,
and particularly if the economy shows signs of entering into a
double dip, the positive outlook may come off.

The ratings could benefit if the company continues to generate
positive net income, resumes growing its free cash flow, begins
driving its debt leverage below 50%, and continues to strengthen
its liquidity.

The outlook and/or ratings could come under pressure if the
economic backdrop suddenly and significantly takes a turn for the
worse; the company returns to generating more than modestly
negative net income; impairments were again to rise materially;
the company were to experience even sharper-than-expected
reductions in its trailing 12-month free cash flow generation;
and/or adjusted debt leverage were to exceed 60% on a sustained
basis.

The considerable proportion of secured land purchase and recourse
off-balance sheet debt within the capital structure is the reason
for the one notch difference between Lennar's corporate family
rating and the rating on its unsecured notes.

Founded in 1954 and headquartered in Miami, Florida, Lennar is one
of the country's largest homebuilders. The company has a presence
in 14 states and specializes in the sale of single-family homes
for first-time, move-up and active adult buyers. Lennar also
invests in distressed real estate assets and provides mortgage
financing to its customers. Total revenues and consolidated net
income for fiscal year 2011, ending November 30, 2011 were
approximately $3.1 billion and $92 million, respectively.

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


LEXINGTON ROAD: Gets Court Approval to Use Emergency Funds
----------------------------------------------------------
Richard Craver at Winston-Salem Journal notes that on Feb. 9,
2012, Lexington Road Properties Inc. obtained U.S. Bankruptcy
Court permission to receive $50,000 in emergency funds from a
post-petition secured line of credit.  The money was deemed
necessary to keep paying expenses through Feb. 28, 2012.

The report relates that the company is asking for an additional
$200,000 to help pay for operating and legal expenses as well as
for environmental testing on its properties and repairs to the
former battery plant to make it more marketable for sale or lease.

Winston-Salem, North Carolina-based, Lexington Road Properties
Inc., fka Douglas Battery Manufacturing Company, filed for
Chapter 11 protection on Jan. 27, 2012 (Bankr. M.D. N.C. Case No.
12-50121).  William B. Sullivan, Esq., at Womble Carlvle Sandridqe
& Rice, LLP, represents the Debtor.  The Debtor estimated both
assets and debts of between $1 million and $10 million.


LEXINGTON ROAD: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Richard Craver at Winston-Salem Journal, citing court documents,
reports that Lexington Road Properties Inc. has declared $4.9
million in real and personal assets and $1.1 million in
liabilities.

According to the report, the company said in the filing that its
real property was worth $3.94 million, primarily $1.95 million for
its 73,800-square-foot distribution center at 2955 Starlight Drive
and $1.4 million for its 45,700-square-foot headquarters and plant
at 500 Battery Drive.

The report says the company is trying to sell the properties.
Meridian Realty is handling the marketing.  Other assets were
listed as worth $1 million, mostly $856,263 in equipment,
machinery, fixtures and supplies.

Lexington Road listed $279,949 for creditors holding secured
claims and $775,969 for creditors holding unsecured, non-priority
claims.

The report notes that the Forsyth County tax collector is listed
as holding secured claims worth at least $93,400 in statutory
liens.  Thomas Douglas III is listed as having a $100,147 lien on
all equipment, while Premium Assignments of Tallahassee, Fla., has
an $86,232 lien on unearned insurance premiums.

The report adds that the largest unsecured, non-priority claim
holders are Charles Douglas, G. Walker Douglas, Thomas D. Douglas
and Thomas Douglas III.  Each provided $184,397 to the company on
Sept. 22, 2008, in exchange for a promissory note.

Other unsecured, non-priority claim holders include: $16,000 to
G. Walker Douglas for consulting fees covering June through
January; $7,916 to the law firm of Baker & Hostetler LLP of
Washington for general environmental legal fees; and $7,806 to
Duke Energy for utility costs from Dec. 15 through Jan. 26.
Charles Douglas called the Lexington Road bankruptcy a necessary
and bittersweet decision for a five-generation company that just
15 years ago had more than 800 employees, including 600 in
Winston-Salem, according to the report.

Based in Winston-Salem, North Carolina, Lexington Road Properties
Inc., fka Douglas Battery Manufacturing Company, filed for
Chapter 11 protection on Jan. 27, 2012 (Bankr. M.D. N.C. Case No.
12-50121).  William B. Sullivan, Esq., at Womble Carlvle Sandridqe
& Rice, LLP, represents the Debtor.  The Debtor estimated both
assets and debts of between $1 million and $10 million.


LIGHTSQUARED INC: Said to Hire Moelis; Falcone Denies Bankruptcy
----------------------------------------------------------------
Sinead Carew and Svea Herbst-Bayliss at Reuters report that hedge
fund manager Philip Falcone is ruling out a bankruptcy filing for
his telecom startup LightSquared Inc. even as sources familiar
with the matter said the company was seeking restructuring advice.

"It is clearly not on our table," Reuters quotes Mr. Falcone as
stating in an e-mail when asked if LightSquared was considering a
bankruptcy filing after communications regulators said they
planned to revoke its approval for a national wireless network.

According to Reuters, Mr. Falcone said there was a plan for
dealing with the Federal Communications Commission's effort to
withdraw permission for a land-based network.

The report relates two people familiar with the matter said
LightSquared has already hired investment bank Moelis & Co as a
restructuring advisor.  Moelis declined comment and LightSquared
did not respond to a request for comment.

The report notes that the company was due to make a $56 million
payment to its satellite partner Inmarsat by Feb. 18, according to
another person close to the situation and one of the sources who
knew of the Moelis hiring.

The report relates industry analyst Tim Farrar said investors had
told him they were concerned about the $56 million payment due.

According to Reuters, LightSquared said the FCC's action had
harmed it and the public by preventing construction of a network
vital to U.S. competitiveness.  Industry analysts and some
LightSquared investors say the telecom startup is running short of
options with cash draining away and little chance of getting the
FCC to change its mind.  They also say it could be hard to find a
buyer for LightSquared.  Several suggested that a bankruptcy
filing, while perhaps not imminent, is the likely outcome.

According to the report, the company's financial filing last year
indicated that LightSquared could run out of money by the middle
of this year.

The report relates Mr. Farrar said investors would have more
leverage to press for a bankruptcy filing after the FCC makes a
final ruling.  The agency has set a March 1 deadline for public
comment.

LightSquared Inc. -- http://www.lightsquared.com/-- operates an
open wireless broadband network company.


LRB REALTY: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: LRB Realty, LLC
        4600 Military Trail, Suite 110
        Jupiter, FL 33458

Bankruptcy Case No.: 12-13754

Chapter 11 Petition Date: February 16, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman Jr.

Debtor's Counsel: Julianne R. Frank, Esq.
                  FRANK, WHITE-BOYD, P.A.
                  11382 Prosperity Farms Rd #230
                  Palm Beach Gardens, FL 33410
                  Tel: (561) 626-4700
                  Fax: (561) 627-9479
                  E-mail: fwbbnk@fwbpa.com

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

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

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb12-13754.pdf

The petition was signed by Aldo Beltrano, designated agent.


LSP ENERGY: Taps Epiq as Claims and Noticing Agent
--------------------------------------------------
BankruptcyData.com reports that LSP Energy Limited Partnership
filed with the U.S. Bankruptcy Court motions to retain Epiq
Bankruptcy Solutions (Contact: Bradley J. Tuttle) as claims and
noticing agent and, separately, as administrative advisor at
hourly rates ranging from $40 to 275 for clerk through senior
consultant.

The Company also filed a motion to retain Protiviti (Contact:
Charles R. Goldstein) as financial, accounting and administrative
advisor at the following hourly rates: administrative at $80 to
120, consultant/senior consultant at 240 to 270, manager/senior
manager at 280 to 380, director/associate director at 390 to 490
and managing director at 550 to 620.

                       About LSP Energy

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

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


MARKET 52: Files for Bankruptcy, Plans to Hold Section 363 Sale
---------------------------------------------------------------
Market 52 Inc., dba Premier Pacific Trading, filed for Chapter 11
protection with a plan to sell assets.

According to The Packer, company president Jerald Downs said,
"After significant efforts over the last 18 months to recapitalize
its business and better serve the needs of its customers, Market
52 was forced to turn to the protection afforded by the bankruptcy
code by filing a petition under Chapter 11."

The report relates that Market 52 contacted the U.S. Department of
Agriculture early this month to voluntarily surrender its
Perishable Agricultural Commodities Act license and start the USDA
sanctions process.

The report relates that Mr. Downs and attorney Scott Belden, Esq.,
said a Section 363 sale, which in Chapter 11 allows companies to
sell assets as ongoing businesses, is planned.  "(It's) a
competitive bid for both the company's tangible and intangible
assets," Mr. Downs said.  "Our decision to hold a 363 sale was for
the greatest possible recovery to creditors."

According to The Packer, a meeting of creditors is scheduled for
March 1 at the federal courthouse in Fresno, California.

Based in Visalia, California, Market 52 Inc. dba Premier Pacific
Trading filed for Chapter 11 protection on Jan. 27, 2012 (Bank.
E.D. Calif. Case No. 12-10694).  Judge W. Richard Lee presides
over the case.  T. Scott Belden, Esq., at Klein, Denatale,
Goldner, Cooper, Rosenlieb & Kimball, LLP, represents the Debtor.
The Debtor estimated both assets and debts of between $1 million
and $10 million.


MAUI LAND: ValueWorks Discloses 7.1% Equity Stake
-------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, ValueWorks, LLC, and Charles Lemonides
disclosed that, as of Dec. 31, 2011, they beneficially own
1,343,747 shares of common stock of Maui Land & Pineapple Company,
Inc., representing 7.14% of the shares outstanding.  A full-text
copy of the regulatory filing is available at http://is.gd/yAszlP

                About Maui Land & Pineapple Company

Maui Land & Pineapple Company, Inc. (NYSE: MLP) --
http://mauiland.com/-- develops, sells, and manages residential,
resort, commercial, and industrial real estate.  The Company owns
approximately 23,000 acres of land on Maui and operates retail,
utility operations, and a nature preserve at the Kapalua Resort.
The Company's principal subsidiary is Kapalua Land Company, Ltd.,
the operator and developer of Kapalua Resort, a master-planned
community in West Maui.

As reported in the TCR on March 17, 2011, Deloitte & Touche LLP,
in Honolulu, Hawaii, expressed substantial doubt about Maui Land &
Pineapple's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that of
the Company's recurring negative cash flows from operations and
deficiency in stockholders' equity.

The Company's balance sheet at Sept. 30, 2011, showed
$66.41 million in total assets, $82.56 million in total
liabilities and a $16.15 million stockholders' deficiency.


MBIA INC: Bank of America Seeks to Block CEO's Deposition in Suit
-----------------------------------------------------------------
American Bankruptcy Institute reports that a court filing showed
that Bank of America Corp. asked a New York state judge to block
the deposition of Chief Executive Officer Brian T. Moynihan in a
fraud lawsuit brought by MBIA Inc.

The Troubled Company Reporter reported on Feb. 13, 2012, that MBIA
Inc. admitted it made financial errors in its 2009 restructuring
application with the insurance regulators, saying it overstated
the amount of money that would be available to pay policyholders -
- including banks that have accused the insurer of a $5.4 billion
fraud -- in projected worst-case scenarios.

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

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


METHANEX CORP: Moody's Affirms Ba1 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service has moved the outlook on Methanex
Corporation's (Methanex) ratings to positive. The firm's Ba1
Corporate Family Rating (CFR) and existing debt ratings were also
affirmed.

These summarizes the existing ratings:

Methanex Corporation

Ratings affirmed:

Corporate Family Rating -- Ba1

Probability of Default Rating -- Ba1

$150 million senior unsecured notes due 2015 - Ba1 (LGD4, 61%)
from Ba1 (LGD4, 62%)

$200 million senior unsecured notes due 2012 - Ba1 (LGD4, 61%)
from Ba1 (LGD4, 62%)

Outlook -- Positive

RATINGS RATIONALE

The move to a positive outlook reflects Methanex's strong leverage
and financial strength credit metrics supportive of a higher
rating, improved methanol production asset profile, expectations
that investment opportunities currently under consideration by the
company will add to the company's production capacity and
favorable industry conditions.

The company successfully built and started in 2011 its 1.26
million metric ton, 60% owned plant in Egypt, boosting its
methanol production capacity based on low cost natural gas. While
Moody's considers methanol capacity at its three plants in
Trinidad and Egypt to be based on low cost natural gas, declines
in North American natural gas costs and a new ten year natural gas
feedstock contract obtained for the plant in New Zealand mean the
Canadian and New Zealand plants can also generate strong profits.

The company is currently planning to move one of its unused
Chilean plants to the US, which would further boost production
output. It is also evaluating other opportunities for its
remaining unused methanol plants in Chile that would increase
production output. Moody's does recognize that the company is not
expected to generate strong free cash flow as long as it is
spending heavily to relocate a plant from Chile to the US and on
other potential projects. Additionally, there is uncertainty
around the cost and impact on free cash flow of the investments
and which projects will ultimately be executed.

The methanol industry backdrop is attractive, with pricing
supporting attractive profit margins. The limited new capacity
that has been announced is expected to be absorbed by the market
without disrupting methanol pricing.

Methanex's ratings reflect its significant market share as the
world's largest methanol producer, geographic diversity, strong
cash balances and liquidity, and logistics assets and benefits
associated with selling high volumes of methanol. The company's
relatively conservative financial philosophy for a Ba1 issuer and
modest balance sheet debt also benefit the rating. The ratings are
tempered by the single commodity petrochemical product portfolio,
cyclical nature of pricing and demand in the methanol market,
inconsistent supplies of natural gas feedstock. The ratings are
further limited by the exposure to changes of foreign government
policies (e.g., potential political unrest in Egypt) and the high
amount of operating leases which materially increases adjusted
debt.

The rating could be upgraded if the company continues to be
supplied with sufficient attractively priced natural gas to
operate its plants (including the startup of the second train at
Motunui, New Zealand), continues to smoothly operate its Egyptian
plant, makes substantial progress towards relocating a methanol
plant from Chile to the US Gulf Coast and is expected to return to
generating substantial positive free cash flow. Significant
negative free cash flow resulting from lower than expected
operating cash flow or heightened spending on additional
investment opportunities would temper Moody's view of the rating.

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

Methanex, based in Vancouver, British Columbia, is the world's
largest producer of methanol, its only product. Methanex operates
methanol production facilities located in Canada, Chile, Egypt,
New Zealand and Trinidad. The 1.3 million metric ton p.a. plant in
Egypt (owned by a joint venture in which Methanex has a 60%
interest) started production in March 2011 and is the latest
addition to its asset base. The company restarted its Canadian
(Medicine Hat) plant in 2011; it had been closed since 2001. The
company reported revenues of $2.6 billion for 2011.


MOHEGAN TRIBAL: Exchange Offers to Expire Tomorrow
--------------------------------------------------
The Mohegan Tribal Gaming Authority extended the early tender
period in its private exchange offers and consent solicitations
until 5:00 p.m., New York City time, on Feb. 14, 2012.

As previously announced, the Authority is offering to exchange any
and all of its outstanding notes held by eligible holders for new
notes in a private exchange offer which includes a solicitation of
consents to certain amendments to the old notes and the indentures
governing the old notes.  The early tender date was previously
scheduled for 5:00 p.m., New York City time, on Feb. 13, 2012.

As of the previous early tender date, old notes had been tendered
into the exchange offers in amounts sufficient to satisfy the
minimum tender condition with respect to the old second lien notes
and the old 2014 notes and old 2015 notes, in the aggregate, but
not with respect to the old 2012 notes and old 2013 notes, in the
aggregate.  As of the previous early tender date, approximately
97.1% of the old second lien notes, approximately 81.3% of the old
2012 and old 2013 notes, in the aggregate, and approximately 90.3%
of the old 2014 and old 2015 notes, in the aggregate, had been
tendered into the exchange offers.

The exchange offers are conditioned upon, among other things, the
valid tender of old notes representing at least (i) 50.1% of the
outstanding principal amount of the old second lien notes, (ii)
90%, in the aggregate, of the outstanding principal amount of the
old 2012 notes and the old 2013 notes, and (iii) 75%, in the
aggregate, of the outstanding principal amount of the old 2014
notes and the old 2015 notes.  The conditions to the exchange
offers are set forth in the offering memorandum and consent
solicitation statement, dated Jan. 24, 2012, and the related
supplement dated Feb. 3, 2012, for the exchange offers and consent
solicitations.  The conditions to the exchange offers are for the
Authority's benefit and may be asserted or waived by the Authority
at any time and from time to time, in the Authority's sole
discretion.

The exchange offers were launched on Jan. 24, 2012, and all other
terms of the exchange offers remain unchanged from the terms
announced at launch.

The exchange offers will expire at 5:00 p.m., New York City time,
on Feb. 22, 2012.

Withdrawal rights for old notes and the related consents tendered
into the exchange offers expired at 5:00 p.m., New York City time,
on Feb. 6, 2012, as scheduled, and there will be no withdrawal
rights for the remainder of the exchange offers.

Holders of old notes accepted in the exchange offers will also
receive a cash payment equal to the accrued and unpaid interest in
respect of such old notes from the most recent interest payment
date to, but not including, the settlement date of the exchange
offers.

Concurrently with the exchange offers and the consent
solicitations, the Authority is soliciting consents to the
proposed amendments from all holders of old notes that are not
eligible to participate in the exchange offers and the consent
solicitations as of the date the exchange offers and consent
solicitations commenced.  The early consent date for the retail
consent solicitation, which was previously the original early
tender date, has been extended to the revised early tender date.

               About Mohegan Tribal Gaming Authority

Mohegan Tribal Gaming Authority -- http://www.mtga.com/-- is an
instrumentality of the Mohegan Tribe of Indians of Connecticut, or
the Tribe, a federally-recognized Indian tribe with an
approximately 507-acre reservation situated in Southeastern
Connecticut, adjacent to Uncasville, Connecticut.  The Authority
has been granted the exclusive authority to conduct and regulate
gaming activities on the existing reservation of the Tribe,
including the operation of Mohegan Sun, a gaming and entertainment
complex located on a 185-acre site on the Tribe's reservation.
Through its subsidiary, Downs Racing, L.P., the Authority also
owns and operates Mohegan Sun at Pocono Downs, a gaming and
entertainment facility located on a 400-acre site in Plains
Township, Pennsylvania, and several off-track wagering facilities
located elsewhere in Pennsylvania.

The Authority's balance sheet at Sept. 30, 2011, showed
$2.2 billion in total assets, $2.0 billion in total liabilities
and $198.7 million total capital.

PricewaterhouseCoopers LLP, in Hartford, Connecticut, expressed
substantial doubt about the Authority's ability to continue as a
going concern.  The independent auditors noted that of the
Authority's total debt of $1.6 billion as of Sept. 30, 2011,
$811.1 million matures within the next twelve months, including
$535.0 million outstanding under the Authority's Bank Credit
Facility which matures on March 9, 2012, and the Authority's
$250.0 million 2002 8% Senior Subordinated Notes which mature on
April 1, 2012.  In addition, a substantial amount of the
Authority's other outstanding indebtedness matures over the
following three fiscal years.


MOUNTAIN COUNTRY: Involuntary Chapter 11 Case Summary
-----------------------------------------------------
Alleged Debtor: Mountain Country Partners, LLC
                9799 St. Augustin Road
                Jacksonville, FL 32257

Case Number: 12-20094

Involuntary Chapter 11 Petition Date: February 17, 2012

Court: Southern District of West Virginia (Charleston)

Judge: Ronald G. Pearson

Petitioners' Counsel: Joseph W. Caldwell, Esq.
                      CALDWELL & RIFFEE
                      P.O. Box 4427
                      Charleston, WV 25364-4427
                      Tel: (304) 925-2100
                      Fax: (304) 925-2193
                      E-mail: jcaldwell@caldwellandriffee.com

Mountain Country 's petitioners:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
April Baltzell           Note plus Interest     $100,000
21 Terraza del Mar
Dana Point, CA 92629

Robert O. Buck           Note plus Interest     $200,000
1663 Carruthers
Memphis, TN 38112

Kenneth Ervin Young      Note plus Interest     $150,000
43555 Green Hills Way
Fremont, CA 94539

Richard Davis            Note plus Interest     $100,000
P.O. Box 542
Dunedin, FL 34697

J. J. Bradshaw           Note plus Interest     $160,937
26893 Boquet Lyn Road,
Ste. C-248
Santa Clarita, CA 91350

Josette Y. Jones         Note plus Interest     $100,000
354 Blaidell Drive
Claremont, CA 91711-3111

Nan Murphy               Note plus Interest     $100,000
985 Comanche Trail
Anniston, AL 36206


NATIONAL CENTURY: JPM Opposes Ex-CEO's Access to Documents
----------------------------------------------------------
A former top official of National Century Financial Enterprises
Inc. sought approval from a district judge to access documents
related to J.P. Morgan Chase's alleged payment of more than $500
million to settle the claims of bondholders.

The documents were filed under seal in a multi-district
litigation overseen by Judge James Graham of the U.S. District
Court for the Southern District of Ohio.

Lance Poulsen, NCFE's former chief executive officer, wanted to
get copies of the documents to pursue his suit against Bank One
N.A., which merged with J.P. Morgan in 2004, for its role in
NCFE's collapse and its alleged "plot" to implicate him in the
fraud scheme that drove the company to bankruptcy.

"Poulsen cannot defend himself in the criminal case nor pursue
the civil case against Bank One without knowing what the actions
of these parties were during the time of the bankruptcy and the
settlements that were made," the former NCFE officer said in
court papers filed in response to J.P. Morgan's objection for the
turnover of documents.

Mr. Poulsen refuted J.P. Morgan's claim that there are no sealed
settlement agreements in the multi-district litigation.

"That is simply not true.  If so, the need to submit the motion
would be mute," he said, referring to the motion he filed earlier
for the turnover of documents.

Mr. Poulsen further said that the stay on his suit against Bank
One, which was in effect during the trial and his first appeal,
has recently been lifted.  He added that he met all conditions
imposed by the court, which granted him the right to pursue his
claims.

Meanwhile, in response to Metropolitan Life Insurance Company and
Lloyds TSB Bank plc's assertion that the time for discovery has
long since elapsed, Mr. Poulsen said both companies are not aware
that he was barred to conduct discovery during the "direct appeal
process," and that he is now seeking a further appeal based on
the alleged loss amounts.

           Credit Suisse Asks District Court to Deny
                  Arizona Noteholders' Request

Credit Suisse Securities (USA) LLC and Credit Suisse New York
Branch asked Judge Graham to deny the request made by a group of
Arizona noteholders for entry of an order denying their summary
judgment motion.

Earlier, the group, which is represented by Texas-based Gibbs &
Bruns LLP, urged the district judge to deny the motion in light
of the New York Court of Appeals' recent decision in the case
filed by Assured Guaranty (UK) Ltd. against J.P. Morgan
Investment Management Inc. alleging breach of fiduciary duty,
gross negligence and breach of contract.  The appeals court held
that Assured Guaranty's common-law claims are not preempted by
the Martin Act.

The Arizona noteholders said the appeals court's decision in the
Assured Guaranty case has already answered the remaining issue in
its own case against Credit Suisse -- whether the Martin Act
preempted their claims for fraud and negligent misrepresentation.
They argued that their claims neither arise from nor depend upon
the Martin Act.

The noteholders also requested that a status conference be held
to discuss a timetable for sending their case back to Arizona for
trial.

In court papers, Credit Suisse said the noteholders' request is a
"transparent and inappropriate" attempt to rush the district
court to a decision on the summary judgment motion, and to have
the case transferred back to Arizona.

Jeffrey Smith, Esq., at Bingham McCutchen LLP, in New York, said
the New York Court of Appeals' decision does not resolve the
issue raised in Credit Suisse's summary judgment motion.

"The Martin Act ruling has absolutely no impact on various other
grounds identified by Credit Suisse for dismissal of the Arizona
noteholders' negligent misrepresentation claims," Mr. Smith said,
pointing out that the Martin Act preemption was only one ground
identified by Credit Suisse for dismissal of the claims.

The lawyer argued that the claims should be dismissed due to the
noteholders' inability to prove that Credit Suisse owed any duty
or made any material misrepresentations to them, or any of its
actions caused harm to the noteholders.

Mr. Smith also criticized the noteholders' request for a status
conference, describing it as "presumptuous and misguided."

"The law is clear that remand should not happen unless and until
this court determines that the Arizona noteholders' claims can
survive the pending summary judgment motion," Mr. Smith argued.

                      About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets.  The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.

Bankruptcy Creditors' Service, Inc., publishes NATIONAL CENTURY
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by National Century Financial Enterprises Inc. and its
units.  (http://bankrupt.com/newsstand/or 215/945-7000)


NATIONAL CENTURY: CSFB Trustee to Make Distributions March 12
-------------------------------------------------------------
Avidity Partners, LLC, trustee of the CSFB Claims Trust,
announced that it will make a distribution in the sum of $4
million pro rata to beneficiaries of the trust.

The trustee set a record date of February 24, 2012, and a
distribution date of March 12, 2012, pursuant to Section 4.2(b)
of the CSFB Claims Trust Agreement.

Any inquiries should be directed to:

      Steve Platt
      U.S. Bank National Association
      c/o Kurtzman Carson & Consultants
      5202 East Raines Road
      Memphis, Tennessee 38118
      Tel: (904) 699-1707
      Fax: (901) 546-0677
      E-mail: splatt@kccllc.com

                      About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets.  The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.

Bankruptcy Creditors' Service, Inc., publishes NATIONAL CENTURY
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by National Century Financial Enterprises Inc. and its
units.  (http://bankrupt.com/newsstand/or 215/945-7000)


NATIONAL CENTURY: VI/XII Trust's Report for Dec. 31 Quarter
-----------------------------------------------------------

                      Current        Paid to       Balance
                      Quarter        Date          Due
                      -------        -------       -------
A. FEES AND EXPENSES:
1. Trustee Compensation      -              -             -
2. Fees for Attorney for
  Trustee                   -              -             -
3. Fee for Attorney for
  Debtor             $388,378    $10,512,659             -
4. Other professionals 115,559      5,556,590             -
5. All expenses,
  including trustee   104,319     12,488,825             -

B. DISTRIBUTIONS:
6. Secured Creditors         -    494,353,519             -
7. Priority Creditors        -              -             -
8. Unsecured Creditors       -              -             -
9. Equity Security
  Holders                   -              -             -
10. Other Payments or
  Transfers               444     54,282,015             -
                   ----------    -----------    ----------
Total Plan Payments   $608,699   $577,193,608             -
                   ==========    ===========    ==========

                      About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets.  The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.

Bankruptcy Creditors' Service, Inc., publishes NATIONAL CENTURY
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by National Century Financial Enterprises Inc. and its
units.  (http://bankrupt.com/newsstand/or 215/945-7000)


NATIONAL CENTURY: UAT's Report for Dec. 31 Quarter
--------------------------------------------------

                      Current        Paid to       Balance
                      Quarter        Date          Due
                      -------        -------       -------
A. FEES AND EXPENSES:
1. Trustee Compensation      -              -             -
2. Fees for Attorney for
  Trustee                   -              -             -
3. Fee for Attorney for
  Debtor              $77,789    $16,333,013             -
4. Other professionals  32,493     11,917,228             -
5. All expenses,
  including trustee   219,551     24,072,877             -

B. DISTRIBUTIONS:
6. Secured Creditors         -              -             -
7. Priority Creditors        -              -             -
8. Unsecured
  Creditors         2,200,000    208,136,188             -
9. Equity Security
  Holders                   -              -             -
10. Other Payments or
  Transfers                 -              -             -
                   ----------    -----------    ----------
Total Plan Payments $2,529,833   $260,459,306             -
                   ==========    ===========    ==========

                      About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets.  The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.

Bankruptcy Creditors' Service, Inc., publishes NATIONAL CENTURY
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by National Century Financial Enterprises Inc. and its
units.  (http://bankrupt.com/newsstand/or 215/945-7000)


NATIONAL RETAIL: Fitch Assigns 'BB+' Rating to Preferred Stock
--------------------------------------------------------------
Fitch Ratings assigns a credit rating of 'BB+' to the $250 million
6.625% series D cumulative redeemable preferred stock issued by
National Retail Properties, Inc. (NYSE: NNN).  Net proceeds from
the offering are expected to be used to redeem $92 million of
series C preferred stock and for general corporate purposes, which
may include repayment of outstanding balances on the company's
revolving credit facility.

Fitch currently rates the company as follows:

  -- Issuer Default Rating (IDR) at 'BBB';
  -- Unsecured revolving credit facility at 'BBB';
  -- Senior unsecured notes at 'BBB';
  -- Senior unsecured convertible notes at 'BBB';
  -- Preferred stock at 'BB+'.

The Rating Outlook is Stable.

The 'BBB' IDR takes into account NNN's solid credit metrics, which
are appropriate for the rating, as well as the company's diverse
portfolio of net lease retail properties that have generated
stable cash flows throughout cycles.

NNN's fixed-charge coverage ratio (defined as recurring operating
EBITDA less recurring capital expenditures and straight-line
rents, divided by total interest incurred and preferred stock
distributions) was solid at 2.8 times (x) for the year ended Dec.
31, 2011, down slightly from 2.9x for full year 2010.  Fitch
expects fixed charge coverage to remain stable in the high 2x
range through 2013 due to recent acquisitions at attractive
spreads, solid occupancy, and long average remaining lease terms,
partially offset by increased preferred dividends.

NNN's free-standing retail property portfolio is highly granular
and includes 1,422 properties spread throughout 47 states, with
the largest concentrations in Texas, Florida and Illinois.
Moreover, NNN's portfolio is comprised of over 300 tenants, thus
limiting individual tenant credit risk.

NNN's leverage is strong for the 'BBB' rating category.  Net debt
to last 12-months recurring operating EBITDA was 5.9x as of Dec.
31, 2011, up from 5.7x as of Dec. 31, 2010, and 4.8x as of Dec.
31, 2009.  Acquisitions during these years that did not fully
contribute to EBITDA on a full-year basis had a negative impact on
leverage.  Fitch expects leverage to decline and stabilize just
below 5.0x over the next 12-24 months.

The company has a solid liquidity profile. Base-case liquidity
coverage (unrestricted cash, availability under the company's
unsecured revolving credit facility and expected retained cash
flow after dividends divided by debt maturities and expected
recurring capital expenditures) is 1.6x for the period Jan. 1,
2012 through Dec. 31, 2013. pro forma for the preferred stock
offering, liquidity coverage rises to 1.9x.  NNN's $450 million
unsecured revolving line of credit and well-laddered debt maturity
schedule are main drivers of NNN's liquidity surplus.  In
addition, the financial covenants in the company's unsecured debt
agreements do not limit NNN's financial flexibility.

NNN's unencumbered asset coverage of unsecured debt (based on a 9%
cap rate on fourth quarter 2011 annualized unencumbered net
operating income) was 2.4x as of Dec. 31, 2011. Pro forma for
preferred stock issuance, this level would improve to 2.5x. This
level is adequate for the rating category and provides ample
contingent liquidity for NNN.

Fitch's credit concerns include NNN's moderate geographical
concentration.  Texas represents 23% of annualized base rents
(ABR), with the next largest concentration in Florida (9.2% of
ABR), indicating vulnerability to regional demand drivers.

NNN's portfolio also includes non-necessity-based retailers (e.g.
full-service restaurants, movie theatres, sporting goods) that may
be adversely affected through retail demand cycles.  The
convenience store industry represented 24.6% of ABR as of Dec. 31,
2011, although this is mitigated by the stable performance of this
tenant segment.  The next largest industry concentration was full-
service restaurants at 9.4% of ABR, which exposes the company to
industry-specific volatility.

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

The Stable Outlook centers on Fitch's expectation that NNN's
credit metrics will remain consistent with a 'BBB' rating over the
next 12-24 months.  NNN's long-term triple net leases (typically
15-20 years in term) and manageable lease expiration schedule
contribute to the stable cash flows of the portfolio.  The Stable
Outlook also takes into account NNN's strong financial
flexibility.

The following factors may have a positive impact on NNN's ratings
and/or Outlook:

  -- Broader tenant and geographic diversity;
  -- Fixed charge coverage sustaining above 3.0x (fixed charge
     coverage was 2.8x for the 12 months ended Dec. 31, 2011);
  -- Net debt to recurring EBITDA sustaining below 5.0x (leverage
     was 5.9x as of Dec. 31, 2011);
  -- Unencumbered assets to unsecured debt based on a stressed 9%
     capitalization rate, sustaining above 3.0x (this ratio was
     2.4x as of Dec. 31, 2011).

The following factors may have a negative impact on NNN's ratings
and/or Outlook:

  -- Fixed charge coverage sustaining below 2.5x;
  -- Net debt to recurring EBITDA sustaining above 6.0x;
  -- Unencumbered asset to unsecured debt ratio sustaining below
     2.2x;
  -- A liquidity coverage ratio sustaining below 1.0x.


NORTHERN BERKSHIRE: Plan Confirmation Hearing Slated for April 2
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts will
convene a hearing on April 2, 2012, at 10:00 a.m., to consider the
confirmation of Northern Berkshire Healthcare, Inc.'s Final Third
Amended Plan of Reorganization dated as of Jan. 26, 2012.

Objections, if any to confirmation of the Plan, are due March 22,
on or before 4:30 p.m. (prevailing Eastern Time).

Ballots accepting or rejecting the Plan must be submitted to these
addresses:

by regular mail:

         Northern Berkshire Healthcare, Inc.
         c/o GCG, Inc., solicitation agent
         P.O. Box 9669
         Dublin, OH 43017-4969

by hand delivery or overnight courier:

         Northern Berkshire Healthcare, Inc.
         c/o GCG, Inc., solicitation agent
         5151 Blazer Parkway, Suite A
         Dublin, OH 43017

As reported in the Troubled Company Reporter on Feb. 14, 2012,
under the Plan, bondholders owed $43.7 million are to receive new
debt, for a projected 44% recovery.  The Pension Benefit Guaranty
Corp., with a claim of $27.3 million, is slated for a 5% recovery,
just like other unsecured creditors with claims totaling about
$260,000.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/NORTHERN_BERKSHIRE_ds_3rdamendment.pdf

               About Northern Berkshire Healthcare

Northern Berkshire Healthcare, Inc., is a non-profit healthcare
corporation in northern Berkshire County, Massachusetts.  Together
with its affiliates, Northern Berkshire Healthcare operates the
North Adams Regional Hospital and a visiting nurse association and
hospice in North Adams, Massachusetts.

Northern Berkshire Healthcare, Inc., North Adams Regional
Hospital, Inc., Visiting Nurse Association & Hospice of Northern
Berkshire, Inc., Northern Berkshire Healthcare Physicians Group,
Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011,
to address their overleveraged balance sheet and effect a
reorganization of their operations.  On the same day, Northern
Berkshire Community Services, Inc., filed a petition for Chapter 7
relief also in the District of Massachusetts bankruptcy court.

Judge Henry J. Boroff presides over the Debtors' cases.  Steven T.
Hoort, Esq., James A. Wright, III, Esq., Jonathan B. Lackow, Esq.,
and Matthew F. Burrows, Esq., at Ropes & Gray LLP, in Boston,
Mass., serve as the Debtors' bankruptcy counsel.  The Debtors'
Financial Advisors are Carl Marks Advisory Group LLC.  GCG Inc.
serves as claims and noticing agent.

Northern Berkshire disclosed $22,957,933 in assets and $53,379,652
in liabilities as of the Chapter 11 filing.  The petition was
signed by William F. Frado, Jr., president.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official unsecured creditors' committee in the
Debtors' cases.  The Committee tapped Duane Morris LLP as its
counsel.

                         About Rock Pointe

Rock Pointe Holdings Company LLC owns the Rock Pointe Corporate
Center in Spokane, Washington.  The Company filed for Chapter 11
protection (Bankr. E.D. Wash. Case No.11-05811) on Dec. 2, 2011.
Brett L. Wittner, Esq., at Kent & Wittner PS, represents the
Debtor.  The Debtor tapped Southwell & O'Rourke, P.S., as
attorneys.  The Debtor estimated both assets and debts of between
$50 million and $100 million.


OILSANDS QUEST: Wins Alberta Court Nod of C$3.75-Mil. DIP Loan
--------------------------------------------------------------
Oilsands Quest Inc. has received Court approval of its previously-
announced DIP financing and its request to extend creditor
protection.  Court approval of the announced sale of the Company's
Eagles Nest asset has been delayed, because a second party has
come forward with a substantially higher offer for the asset.

The Alberta Court of Queen's Bench approved Oilsands Quest's
debtor-in-possession financing of C$3.75 million, to fund ongoing
operating costs and other expenses while the Company is under
creditor protection.  Advances under the DIP facility are now
available to the Company.

Oilsands Quest also requested and obtained an extension of the
order providing creditor protection under the Companies' Creditors
Arrangement Act (Canada), which was to expire Feb. 17, 2012.
Creditor protection under the CCAA will now expire May 18, 2012,
unless further extended as required and approved by the Court.

Oilsands Quest previously stated that it would request Court
approval for the sale of its Eagles Nest property to an unrelated
third party for CDN$4.4 million.  However, on Feb. 15, 2012, the
Company received an additional offer to purchase the Eagles Nest
property from another third party.  Under this new offer, the
buyer would pay CDN$6 million for the asset, with a non-refundable
deposit of CDN$400,000.  In light of the late offer, the Court
delayed its decision on the asset sale until February 22, 2012, to
allow time for the new offer to be evaluated fully and for any
additional prospective bidders to come forward.

Oilsands Quest continues to operate under the protection of CCAA
with the assistance of a Court-appointed monitor.  The Company's
common shares remain suspended from trading until either a
delisting occurs or until the NYSE permits the resumption of
trading.

                       About Oilsands Quest

Oilsands Quest Inc. -- http://www.oilsandsquest.com/-- is
exploring and developing oil sands permits and licences, located
in Saskatchewan and Alberta, and developing Saskatchewan's first
commercial oil sands discovery.


PEAK BROADCASTING: Rabobank Wants Court to Disallow Plan Votes
--------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports Rabobank International,
a secured lender in Peak Broadcasting LLC's Chapter 11 case that
has been withholding support of Peak's restructuring plan, filed a
motion asking the U.S. Bankruptcy Court in Wilmington, Delaware,
to disallow certain acceptance votes, saying they weren't made in
good faith.

According to the report, Rabobank said, if these votes were
disallowed, Peak's Chapter 11 plan would no longer have the
support necessary to be confirmed.  It's asking the court to hear
its request prior to Peak's confirmation hearing, which is
scheduled for Feb. 23, 2012.

The report relates Rabobank said its has shown that acceptance of
the plan by four claimants -- including first-lien claimants
General Electric Capital Corp. and Oaktree Capital Management --
"were not made in good faith, or were not procured in good faith."
Rabobank, which is owed $14 million, didn't elaborate about what
specific information it has.

The report notes that Rabobank said in previously filed court
documents that the Chapter 11 plan proposes "gifts" to junior
creditors, lacks justification for retaining the same management
employees in the reorganized company, and treats Rabobank
differently than other claimants.

The report further says that the plan gives senior lenders, owed
$58.2 million, equity in the new company and a restructured loan.
Other lenders would receive a payment of either $3.3 million or
$1.025 million and general unsecured creditors would receive full
payment.

                      About PEAK Broadcasting

PEAK Broadcasting LLC, in Fresno, California, filed for Chapter 11
bankruptcy (Bankr. D. Del. Lead Case No. 12-10183) on Jan. 10,
2012.  PEAK Broadcasting, founded in 2006-2007, operates radio
stations in Fresno, California, and Boise, Idaho.

Several affiliates also sought Chapter 11 protection: Peak
Broadcasting of Fresno LLC; Peak Broadcasting of Boise LLC; Peak
Broadcasting of Fresno Licenses LLC; and Peak Broadcasting of
Boise Licenses LLC.  In its petition, Peak Broadcasting estimated
$50 million to $100 million in assets and debts.  The petition was
signed by Todd Lawley, CEO and managing member.

PEAK Broadcasting filed together with the petition a prepackaged
plan of reorganization.  The plan provides for payments to the
Company's employees, vendors and other unsecured creditors, and
for the business to continue in the ordinary course with no
disruption.  Judge Peter Walsh, who oversees the case, set a
hearing to confirm the prepack plan for Feb. 23.

Sheppard, Mullin, Richter & Hampton LLP serves as the Debtors'
Chapter 11 counsel.  Pachulski Stang Ziehl & Jones LLP serves as
their Chapter 11 local counsel.  Edinger Associates serves as
special counsel with matters involving the Debtors' Federal
Communications Commission licenses.


PHOENIX FOOTWEAR: Dimensional Fund No Longer Owns Shares
--------------------------------------------------------
Dimensional Fund Advisors LP filed with the U.S. Securities and
Exchange Commission an amended Schedule 13G disclosing that, as of
Dec. 31, 2011, it does not beneficially own any shares of common
stock of Phoenix Footwear Group Inc.  A full-text copy of the
regulatory filing is available at http://is.gd/WDyVS4

                       About Phoenix Footwear

Based in Carlsbad, California, Phoenix Footwear Group, Inc. (NYSE
Amex: PXG) specializes in quality comfort women's and men's
footwear with a design focus on fitting features.  Phoenix
Footwear designs, develops, markets and sells footwear in a wide
range of sizes and widths under the brands Trotters(R),
SoftWalk(R), and H.S. Trask(R).  The brands are primarily sold
through department stores, leading specialty and independent
retail stores, mail order catalogues and internet retailers and
are carried by approximately 650 customers in more than 900 retail
locations throughout the U.S.  Phoenix Footwear has been engaged
in the manufacture or importation and sale of quality footwear
since 1882.

The Company reported a net loss of $1.70 million on $17.26 million
of net sales for the year ended Jan. 1, 2011, compared with a net
loss of $6.99 million on $18.76 million of net sales during the
prior year.

The Company's balance sheet at Jan. 1, 2011 showed $10.74 million
in total assets, $7.90 million in total liabilities and $2.84
million in total stockholders' equity.

As reported by the TCR on April 18, 2011, Mayer Hoffman McCann
P.C., San Diego, Calif., expressed substantial doubt about the
Company's ability to continue as a going concern, following the
2010 financial results.  The independent auditors noted that the
Company has suffered recurring losses and negative cash flows from
continuing operations.


PIEDMONT CENTER: Trustee Wants to Employ Nelson as Accountant
-------------------------------------------------------------
John A. Northern, as the Chapter 11 Trustee for Piedmont Center
Investments, LLC, seeks approval of the employment of Lehman
Pollard of Nelson & Company, PA, as accountant.

Lehman Pollard will prepare and file all necessary tax returns for
the estate, review financial records, and to perform other
services as may be requested by the Trustee.  Mr. Pollard is a
duly licensed C.P.A. with experience in these matters.

Mr. Pollard submits that Nelson & Company, PA is disinterested as
that term is defined in 11 U.S.C. Section 101(14).

                 About Piedmont Center Investments

Raleigh, North Carolina-based Piedmont Center Investments, LLC,
owns, leases, and manages seven shopping centers located in (i)
Graham, Alamance County, North Carolina; (ii) Mebane, Alamance
County, North Carolina; (iii) Pittsboro, Chatham County, North
Carolina; (iv) Gibsonville, Guilford County, North Carolina; (v)
Murfreesboro, Hertford County, North Carolina; (vi) Nashville,
Nash County, North Carolina; and (vii) Roxboro, Person County,
North Carolina.


PROSPECT STUDIOS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Prospect Studios, L.P.
        7001 North Locust, Suite 101
        Gladstone, MO 64118

Bankruptcy Case No.: 12-40548

Chapter 11 Petition Date: February 16, 2012

Court: United States Bankruptcy Court
       Western District of Missouri (Kansas City)

Judge: Arthur B. Federman

Debtor's Counsel: Jonathan A. Margolies, Esq.
                  MCDOWELL RICE SMITH & BUCHANAN
                  605 W. 47th Street, Suite 350
                  Kansas City, MO 64112
                  Tel: (816) 753-5400
                  Fax: (816) 753-9996
                  E-mail: jmargolies@mcdowellrice.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/mowb12-40548.pdf

The petition was signed by Susan I. Rose, general partner.

PURSELL HOLDINGS: Wins Court Approval of Reorganization Plan
------------------------------------------------------------
The Hon. Jerry W. Venters of the the U.S. Bankruptcy Court for the
Western District of approved Missouri Pursell Holdings LLC's First
Amended Disclosure Statement dated Dec. 6, 2011, and confirmed the
Debtor's Plan of Reorganization.

As reported in the Troubled Company Reporter on Oct. 28, 2011,
under the plan, administrative expenses and other allowed claims
will be treated in a manner consistent with the requirements of
the Bankruptcy Code.  The holders of secured allowed claims, are
classified separately within Classes 1 through 12.  The holders of
unsecured allowed claims with priority are classified separately
within Class 13.  The holders of general unsecured Allowed Claims
are classified as Class 14.  The holders of contingent,
unliquidated secured Claims are classified as Class 15.  The
Claims by the equity owners of the Debtor are classified as Class
16 claims.  These holders will receive the treatment specified for
such Classes in the Plan.

The Debtor will execute the Plan through a continuation of its
operations as contemplated under the Plan.  The operation of the
Debtor's commercial leasing business is expected to generate
sufficient operating revenue to pay all secured Allowed Claims
over an extended period of time in accordance with the Plan, to
pay allowed administrative claims, and to pay the proposed
dividend to unsecured Allowed Claims in accordance with the Plan.

The Debtor's Agreements with Morrill & Janes Bank, Bank Liberty,
and Pony Express Bank provide for the orderly liquidation of its
remaining residential real estate holdings without further
burdening the Debtor's commercial leasing business.  The Debtor's
only remaining real estate will be commercial property.  The
Debtor will continue to retain its membership interest in North
River Holding, LLC, but it has not guaranteed its debt and has no
obligation to make capital contributions under its membership
agreement.  The separation of the residential development business
from the remaining commercial real estate leasing business should
allow the Debtor to ultimately regain its financial footing.

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

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

                      About Pursell Holdings

Liberty, Missouri-based Pursell Holdings, LLC, filed for Chapter
11 bankruptcy protection (Bankr. W.D. Mo. Case No. 11-40999) on
March 10, 2011.  Frank Wendt, Esq., Brown & Ruprecht, P.C., serves
as the Debtor's bankruptcy counsel.  In its schedules, the Debtor
disclosed $12,204,248 in assets and $23,382,741 in debts.
Affiliate Damon Pursell Construction Company filed a separate
Chapter 11 petition (Bankr. W.D. Mo. Case No. 10-44965) on
Sept. 15, 2010.

The U.S. Trustee said that a committee under 11 U.S.C. Sec. 1102
has not been appointed because an insufficient number of persons
holding unsecured claims against Pursell Holdings LLC have
expressed interest in serving on a committee.  The U.S. Trustee
reserves the right to appoint such a committee should interest
develop among the creditors.  The Debtor's proposed Plan of
reorganization was filed on Oct. 3, 2011.


QUALITY DISTRIBUTION: Teton Cuts Equity Stake to 1.9%
-----------------------------------------------------
Teton Capital Partners, L.P., 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 beneficially own
456,280 shares of common stock of Quality Distribution, Inc.,
representing 1.9% of the shares outstanding.  A full-text copy of
the regulatory filing is available at http://is.gd/3uF6bs

                    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 DISTRIBUTION: Wellington 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 1,578,254 shares of common
stock of Quality Distribution, Inc., representing 6.61% of the
shares outstanding.  A full-text copy of the regulatory filing is
available for free at http://is.gd/aVoUHv

                     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."


QUANTUM FUEL: Capital Ventures Ceases to Hold 5% Equity Stake
-------------------------------------------------------------
Capital Ventures International and Heights Capital Management,
Inc., disclosed in an amended Schedule 13G filed with the U.S.
Securities and Exchange Commission that, as of Dec. 31, 2011, they
beneficially own 315,789 shares of common stock of Quantum Fuel
Systems Technologies Worldwide, Inc., representing 1.9% of the
shares outstanding.  A full-text copy of the regulatory filing is
available for free at http://is.gd/8ssyxi

                         About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel and its senior lender, WB QT, LLC, entered into a
Ninth Amendment to Credit Agreement and a Forbearance Agreement on
Jan. 3, 2011.  The Senior Lender agreed to provide the Company
with a $5.0 million non-revolving line of credit, which may be
drawn upon at any time prior to April 30, 2011.  Advances under
the New Line of Credit do not bear interest -- unless an event of
default occurs, in which case the interest rate would be 10% per
annum -- and mature on April 30, 2011.  The Senior Lender also
agreed to forbear from accelerating the maturity date for any
portion of the Senior Debt Amount and from exercising any of its
rights and remedies with respect to the Senior Debt Amount until
April 30, 2011.

The Company reported a net loss attributable to stockholders of
$11.03 million on $20.27 million of total revenue for the year
ended Apri1 30, 2011, compared with a net loss attributable to
stockholders of $46.29 million on $9.60 million of total revenue
during the prior year.

The Company reported a net loss attributable to stockholders of
$16.26 million on $19.77 million of total revenue for the six
months ended Oct. 31, 2011, compared with a net loss attributable
to stockholders of $3.06 million on $7.44 million of total revenue
for the same period a year ago.

The Company's balance sheet at July 31, 2011, showed
$74.15 million in total assets, $31.62 million in total
liabilities, and $42.53 million total stockholders' equity.

Ernst & Young LLP, in Orange County, California, noted that
Quantum Fuel's recurring losses and negative cash flows combined
with the Company's existing sources of liquidity and other
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                       Possible Bankruptcy

The Company anticipates that it will need to raise a significant
amount of debt or equity capital in the near future in order to
repay certain obligations owed to the Company's senior secured
lender when they mature.  As of June 15, 2011, the total amount
owing to the Company's senior secured lender was approximately
$15.5 million, which includes approximately $12.5 million of
principal and interest due under three convertible promissory
notes that are scheduled to mature on Aug. 31, 2011, and a $3.0
million term note that is potentially payable in cash upon demand
beginning on Aug. 1, 2011, if the Company's stock is below $10.00
at the time demand for payment is made.  If the Company is unable
to raise sufficient capital to repay these obligations at maturity
and the Company is otherwise unable to extend the maturity dates
or refinance these obligations, the Company would be in default.
The Company said it cannot provide any assurances that it will be
able to raise the necessary amount of capital to repay these
obligations or that it will be able to extend the maturity dates
or otherwise refinance these obligations.  Upon a default, the
Company's senior secured lender would have the right to exercise
its rights and remedies to collect, which would include
foreclosing on the Company's assets.  Accordingly, a default would
have a material adverse effect on the Company's business and, if
the Company's senior secured lender exercises its rights and
remedies, the Company would likely be forced to seek bankruptcy
protection.


QUANTUM FUEL: Alphabet Partners Discloses 9.7% Equity Stake
-----------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Alphabet Partners, LP, Alphabet Management, LLC, MOG
Capital, LLC, and Jason Adler disclosed that, as of Dec. 31, 2011,
they beneficially own 2,674,209 shares of common stock of Quantum
Fuel Systems Technologies Worldwide, Inc., representing 9.7% of
the shares outstanding.  A full-text copy of the regulatory filing
is available at http://is.gd/VdP8Sj

                         About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel and its senior lender, WB QT, LLC, entered into a
Ninth Amendment to Credit Agreement and a Forbearance Agreement on
Jan. 3, 2011.  The Senior Lender agreed to provide the Company
with a $5.0 million non-revolving line of credit, which may be
drawn upon at any time prior to April 30, 2011.  Advances under
the New Line of Credit do not bear interest -- unless an event of
default occurs, in which case the interest rate would be 10% per
annum -- and mature on April 30, 2011.  The Senior Lender also
agreed to forbear from accelerating the maturity date for any
portion of the Senior Debt Amount and from exercising any of its
rights and remedies with respect to the Senior Debt Amount until
April 30, 2011.

The Company reported a net loss attributable to stockholders of
$11.03 million on $20.27 million of total revenue for the year
ended Apri1 30, 2011, compared with a net loss attributable to
stockholders of $46.29 million on $9.60 million of total revenue
during the prior year.

The Company reported a net loss attributable to stockholders of
$16.26 million on $19.77 million of total revenue for the six
months ended Oct. 31, 2011, compared with a net loss attributable
to stockholders of $3.06 million on $7.44 million of total revenue
for the same period a year ago.

The Company's balance sheet at July 31, 2011, showed
$74.15 million in total assets, $31.62 million in total
liabilities, and $42.53 million total stockholders' equity.

Ernst & Young LLP, in Orange County, California, noted that
Quantum Fuel's recurring losses and negative cash flows combined
with the Company's existing sources of liquidity and other
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                       Possible Bankruptcy

The Company anticipates that it will need to raise a significant
amount of debt or equity capital in the near future in order to
repay certain obligations owed to the Company's senior secured
lender when they mature.  As of June 15, 2011, the total amount
owing to the Company's senior secured lender was approximately
$15.5 million, which includes approximately $12.5 million of
principal and interest due under three convertible promissory
notes that are scheduled to mature on Aug. 31, 2011, and a $3.0
million term note that is potentially payable in cash upon demand
beginning on Aug. 1, 2011, if the Company's stock is below $10.00
at the time demand for payment is made.  If the Company is unable
to raise sufficient capital to repay these obligations at maturity
and the Company is otherwise unable to extend the maturity dates
or refinance these obligations, the Company would be in default.
The Company said it cannot provide any assurances that it will be
able to raise the necessary amount of capital to repay these
obligations or that it will be able to extend the maturity dates
or otherwise refinance these obligations.  Upon a default, the
Company's senior secured lender would have the right to exercise
its rights and remedies to collect, which would include
foreclosing on the Company's assets.  Accordingly, a default would
have a material adverse effect on the Company's business and, if
the Company's senior secured lender exercises its rights and
remedies, the Company would likely be forced to seek bankruptcy
protection.


RCR PLUMBING: Wants Decision on Leases Extended for 90 Days
-----------------------------------------------------------
RCR Plumbing and Mechanical, Inc., asks the U.S. Bankruptcy Court
for the Central District of California to extend, pursuant to
Sections 365(d)(4) of the Bankruptcy Code, the deadline for the
Debtors to assume or reject unexpired leases of two commercial
real properties for 90 days.

Kyra E. Andrassy, Esq., counsel for the Debtor, tells the Court
that the Debtor has five separate commercial real property leases,
although three of them are month to month leases.  The leases for
property in Fremont and Sacramento are longer term leases, and the
Debtor is not yet prepared to make decision about whether to
assume or reject these leases because it is still evaluating its
long-term prospects.

                         About RCR Plumbing

Founded in 1977, Riverside, California-based RCR Plumbing and
Mechanical Inc. is one of the largest plumbing subcontractors in
the West Coast.  In 1999, RCR Plumbing was acquired by American
Plumbing and Mechanical Inc.  On Oct. 13, 2003, AMPAM and its
affiliated entities, including RCR Plumbing, filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Lead Case No. 03-55789) in San
Antonio.  Pursuant to a plan of reorganization, RCR Plumbing
received a discharge of any liability arising from contracts
completed prior to Aug. 2, 2004, the date the plan was confirmed.
The plan disaggregated RCR Plumbing from AMPAM.

RCR Plumbing filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-41853) on Oct. 12, 2011.  RCR Plumbing blamed a weak
construction market and increased insurance costs.  Judge Wayne E.
Johnson oversees the case.  Evan D. Smiley, Esq., and Kyra E.
Andrassy, Esq. at Weiland, Golden, Smiley et al., serve as the
Debtor's counsel.  Sidley Austin LLP as its special labor and
employment counsel BSW & Associates as financial advisor.
Kurtzman Carson Consultants LLC serves as noticing agent.  In its
petition, RCR Plumbing estimated $10 million to $50 million in
assets and debts.  The petition was signed by Robert C. Richey,
president/CEO.

The Official Committee of Unsecured Creditors tapped Venable LLP
as its counsel.


R.E. LOANS: Wells Fargo Paid in Full Through Exit Facility
----------------------------------------------------------
R.E. Loans, LLC, et al., filed on Feb. 1, 2012, a proposed Joint
Chapter 11 Plan of Reorganization and an explanatory disclosure
statement.

The holders of interests in R.E. Loans will not receive or retain
anything on account of their interests, and the equity in the
successor to R.E. Loans, hereinafter referred to as "NewCo" will
be transferred to the Liquidating Trust for the benefit of the
Debtors' creditors.  NewCo will also acquire all of the REO
Property currently owned by Capital Salvage and R.E. Future, each
of which owns some of the REO Property on which R.E. Loans has
previously foreclosed, subject to the Liens provided for in the
Plan.

The Plan that is described in this Disclosure Statement is a
reorganization Plan.  The Plan is intended to maximize the
recoveries of Creditors by (1) transferring all Assets of the
Debtors, other than Causes of Action, to NewCo, (2) issuing the
New Members Interest in NewCo to the Liquidating Trust for the
benefit of Creditors, and (3) transferring the Causes of Action to
the Liquidating Trust, which will investigate and prosecute or
settle the Causes of Action and distribute the proceeds thereof to
the Beneficiaries.  The Liquidating Trustee will be an independent
third party approved by the Court.

Administrative Priority Claims, Priority Taxes, and other Priority
Claims will be paid in full in Cash on the Effective Date or as
soon as each individual Claim is Allowed.  These payments will be
funded through draws under the Exit Facility.

The Plan designates three series of Classes of Claims and
Interests, which includes all Claims against, and Interests in
each of the Debtors.  The Debtors have not attempted to estimate
the percentage recoveries for each Class, because the percentage
recoveries for Noteholders and General Unsecured Creditors will be
impacted by the fundamental question of whether the Noteholders'
Claims are subordinated to General Unsecured Creditors, which has
not yet been resolved.

Claims and Interests against R.E. Loans are classified into these
Classes:

  Class          Description            Status    Entitled to Vote
  -----   ------------------------    --------    ----------------
REL 1   Prepetition Lender Claims    Impaired           Yes
REL 2   Other Secured Claims         Unimpaired         No
REL 3   Secured Tax Claims           Impaired           Yes
REL 4   Noteholders' Secured Claims  Impaired           Yes
REL 5   Priority Non-Tax Claims      Impaired           Yes
REL 6   General Unsecured Claims     Impaired           Yes
REL 7   Intercompany Claims          Impaired           No
REL 8   Subordinated Claims          Impaired           Yes
REL 9   Interests in R.E. Loans      Impaired           No

Claims and Interests against Capital Savage are classified into
these Classes:

  Class          Description            Status    Entitled to Vote
  -----   ------------------------    --------    ----------------
CS 1    Prepetition Lender Claims    Impaired           Yes
CS 2    Other Secured Claims         Unimpaired         No
CS 3    Secured Tax Claims           Impaired           Yes
CS 4    Priority Non-Tax Claims      Impaired           Yes
CS 5    General Unsecured Claims     Impaired           Yes
CS 6    Intercompany Claims          Impaired           No
CS 7    Subordinated Claims          Impaired           No
CS 8    Interests in Capital Salvage Impaired           No

Claims and Interests against R.E. Future are classified into these
Classes:

  Class          Description            Status    Entitled to Vote
  -----   ------------------------    --------    ----------------
REF 1   Prepetition Lender Claims    Impaired           Yes
REF 2   Other Secured Claims         Unimpaired         No
REF 3   Secured Tax Claims           Impaired           Yes
REF 4   Priority Non-Tax Claims      Impaired           Yes
REF 5   General Unsecured Claims     Impaired           Yes
REF 6   Intercompany Claims          Impaired           No
REF 7   Subordinated Claims          Impaired           No
REF 8   Interests in R.E. Future     Impaired           No

The balance owing to Wells Fargo as of the Petition Date was
approximately $68 million.  This balance has been reduced to
approximately $66 million as the result of sales during the
Debtors' Chapter 11 cases.

Wells Fargo, as the Holder of All Class 1 Claims will be
refinanced and deemed to be indefeasibly paid in full in cash on
the Effective Date through the Exit Facility.  At this time, the
Debtors anticipate that Wells Fargo will provide the Exit Facility
on those terms and conditions as are acceptable in writing to
Wells Fargo and NewCo.  The Debtors reserve the right to modify
the Plan to provide for an Exit Facility that is provided by a
third party lender.  The Exit Facility will be indefeasibly paid
in full in cash prior to any Distributions to Holders of Allowed
General Unsecured Claims or Noteholders.

There will be no claims in REL Class 4 if the Noteholders' Claims
are subordinated into REL Class 7.  If the Noteholders' Claims are
subordinated, they will receive the treatment under REL Class 7.

If they are not subordinated, the Allowed REL Class 4 Claim of
each Noteholder will be equal to its pro rata share of the REL
Class 4 Collateral Value.  Allowed REL Class 4 Claims will be paid
through a New Second Lien Note executed by NewCo in favor of the
Liquidating Trustee in the face amount of the REL Class 4
Collateral Value, which will replace the individual existing Notes
held by the Noteholders.  Each Noteholder will also be entitled to
an REL Class 6 Claim for the amount owing to that Noteholder as of
the Petition Date, minus its Pro Rata Share of the New Second Lien
Note.

NewCo will have the absolute right to sell the Collateral free and
clear of the New Second Priority Security Interest securing the
payment of the New Second Lien Note, with the sales proceeds
payable to the Exit Facility Lenders to reduce the amounts owed
under the Exit Facility, together with Secured Tax Claims.  There
will be no distributions to Holders of Allowed REL Class 4 Claims
until the Exit Facility is indefeasibly paid in full in cash.

The New Second Lien Note will accrue interest at the rate of 8%
per annum from the Effective Date until it is paid in full.  As
the REL Class 4 Collateral is liquidated and Secured Tax Claims
are paid, and after the Exit Facility is indefeasibly paid in full
in cash in accordance with the Exit Facility Loan Documents, the
New Second Lien Note will be paid from the disposition proceeds.
The New Second Lien Note will be all due and payable five (5)
years after the Effective Date.

Each holder of an R.E. Loans Allowed General Unsecured Claim will
receive a Beneficial Interest, based on which it will receive from
the Liquidating Trust a Pro Rata Distribution of the net Trust
Proceeds.  The Liquidating Trustee will make Distributions to the
holders of the Beneficial Interests from the net Liquidating Trust
Proceeds in accordance with the provisions of the Liquidating
Trust Agreement, and as provided for under the Plan and the
Confirmation Order.

The Debtors believe that there are no material Allowed Claims in
CS Class 5.  If any CS Class 5 Claims exist, each holder of a CS
Allowed General Unsecured Claim will receive a Beneficial
Interest, based on which it will receive from the Liquidating
Trust a Pro Rata Distribution of the net Liquidating Trust
Proceeds available for distribution to Liquidating Trust Interest
Holders.

The Debtors believe that there are no material Allowed Claims in
REF Class 5.  If any REF Class 5 Claims exist, each holder of a
REF Allowed General Unsecured Claim will receive a Beneficial
Interest, based on which it will receive from the Liquidating
Trust a Pro Rata Distribution of the net Liquidating Trust
Proceeds available for distribution to Beneficial Interest
Holders.

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

           http://bankrupt.com/misc/reloans.doc466.pdf

About R.E. Loans

R.E. Loans, LLC, was, for many years, in the business of providing
financing to home builders and developers of real property.  R.E.
Future LLC and Capital Salvage own the real property obtained
following foreclosure proceedings initiated by R.E. Loans against
its borrowers.  R.E. Loans is the sole shareholder of Capital
Salvage and the sole member of R.E. Future.  B-4 Partners LLC is
the sole member of R.E. Loans.  As a result of the multiple
defaults by R.E. Loans' borrowers, R.E. Loans has transitioned
from being a lender to becoming a property management company.

Lafayette, California-based R.E. Loans, R.E. Future and Capital
Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011.  Judge
Barbara J. Houser presides over the case.  Stutman, Treister &
Glatt Professional Corporation, in Los Angeles, serves as general
bankruptcy counsel.  Gardere, Wynne Sewell LLP, in Dallas, serves
as Texas local counsel.  James A. Weissenborn at Mackinac Partners
serves as R.E. Loans' chief restructuring officer.  The Debtors
have engaged Hines Smith Carder as special litigation counsel and
Latham and Watkins LLP, as special counsel to consult and advise
in connection with litigation relating to Ranch Las Flores, LLC,
one of the properties on which the Debtors currently hold a Note
Receivable.  The Debtors tapped Alixpartners LLP, as noticing
agent.  R.E. Loans disclosed $713,622,015 in assets and
$886,002,786 in liabilities as of the Chapter 11 filing.

Akin Gump Strauss Hauer & Feld, LLP, in Dallas, represents the
Official Committee of Note Holders as general reorganization
counsel.  Diamond McCarthy, LLP, represents the Noteholders'
Committee as special litigation counsel.  FTI Financial Advisors
serves as financial consultants to the Noteholders' Committee.


REAL MEX: Court Approves Imperial Capital as Financial Advisor
--------------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware authorized Real Mex Restaurants Inc. and its
affiliated debtors to employ Imperial Capital LLC as their
financial advisor and investment banker.

As reported in the Troubled Company Reporter on Nov. 23, 2011, as
financial advisor, Imperial Capital will assist the Debtors in
developing a potential restructuring plan, financing or sale
transaction, in preparing solicitation materials, and in
identifying and contacting qualified buyers to participate in the
financing or sale transaction.

The firm will also be tasked to provide an analysis of the
Debtors' business, properties, management and financial condition.

In exchange for its services, Imperial Capital will be paid a
monthly advisory fee of $125,000, and will receive a
restructuring, financing or sale transaction fees.  The firm will
also be reimbursed for its expenses.

The Debtors also agreed to indemnify the firm for any liability
resulting from its employment.

In court papers, Imperial Capital assured the Court that it does
not hold or represent interest adverse to the Debtors or their
estates.

                         About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to 11-
13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at Milbank, Tweed,
Hadley & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq.,
at Reed Smith LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at
Richards Layton & Finger.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern
LLP.


REAL MEX: Johnson Associates Approved as Compensation Advisor
-------------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware authorized Real Mex Restaurants Inc. and its
affiliated debtors to employ Johnson Associates, Inc., as
compensation advisor.

As reported in the Troubled Company Reporter on Dec. 30, 2011, as
compensation advisor, will perform the advisory and other services
that will be necessary during these cases with regards to
testimony and other work in connection with the Debtors' request
for approval of the Incentive Plan pursuant to the Incentive Plan
Motion.

Compensation will be payable to JAI on an hourly basis, plus
reimbursement of actual, necessary expenses and other charges
incurred by JAI.  The current standard hourly rates are:

       Alan Johnson                $640
       Jeff Visithpanich           $380
       Staff and Associates     $200 - $300

The Debtors assure the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                         About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to 11-
13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at Milbank, Tweed,
Hadley & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq.,
at Reed Smith LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at
Richards Layton & Finger.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern
LLP.


REALOGY CORP: Bank Debt Trades at 7% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 92.82 cents-on-the-
dollar during the week ended Friday, Feb. 17, 2012, a drop of 0.68
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 425 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 10, 2016, and
carries Moody's B1 rating and Standard & Poor's B- rating.  The
loan is one of the biggest gainers and losers among 164 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

As reported by the Troubled Company Reporter on Feb. 8, 2012,
Standard & Poor's assigned its 'B-' issue-level rating to real
estate and relocation services company Realogy Corp.'s $593
million 7.625% senior secured first-lien notes due 2020.  "We also
assigned this debt our recovery rating of '1', indicating our
expectation for very high (90% to 100%) recovery for noteholders
in the event of a payment default," S&P said.

"Further, we assigned our issue-level rating of 'CCC-' to
Realogy's $325 million 9% senior secured first-and-a-half-lien
notes due 2020 and assigned the new debt our recovery rating of
'5', indicating our expectation for modest (10% to 30%) recovery
for noteholders in the event of a payment default," S&P said.

"We also raised our issue-level rating on Realogy's existing
first-and-a-half-lien notes to 'CCC-' from 'CC' and removed the
issue from CreditWatch with positive implications, where it was
placed on Jan. 25, 2012.  This action reflects a lower amount of
first-lien debt outstanding under our simulated default scenario
than under our previous analysis, and as a result, we revised our
recovery rating on the existing notes to '5' from '6'," S&P said.

The TCR reported on Jan. 31, 2012, Moody's Investors Service
assigned a B1 rating to $593 million of proposed senior secured
first-lien notes and a Caa1 rating to $325 million of proposed
senior secured (first and half lien) notes of Realogy Corporation
(Realogy).  Concurrently, all other ratings including the Caa2
Corporate Family Rating (CFR), Caa3 Probability of Default Rating
(PDR) and SGL-4 Speculative Grade Liquidity Rating were affirmed.
The rating outlook remains stable.

The proceeds from the note offerings will be used to prepay $629
million of term loan borrowings and repay borrowings under the
revolving credit facility.  Concurrent with the closing of the
note offerings, the $289 million revolving credit facility set to
mature in April 2013 will terminate.  Following completion of the
note offerings, availability under the $363 million revolving
credit facility expiring in 2016 will be approximately
$239 million.

                        About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

Realogy reported a net loss of $285 million on $3.16 billion of
net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $7 million on $3.12 billion of net revenues for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $7.89
billion in total assets, $9.24 billion in total liabilities, and a
$1.34 billion total deficit.

Realogy has 'Caa2' corporate family rating and 'Caa3' probability
of default rating, with positive outlook, from Moody's.  The
rating outlook is positive.  Moody's said in January 2011 that the
'Caa2' CFR and 'Caa3' PDR reflects very high leverage, negative
free cash flow and uncertainty regarding the timing and strength
of a recovery of the residential housing market in the U.S.
Moody's expects Debt to EBITDA of about 14 times for the 2010
calendar year.  Despite the recently completed and proposed
improvements to the debt maturity profile, the Caa2 CFR continues
to reflect Moody's view that current debt levels are unsustainable
and that a substantial reduction in debt levels will be required
to stabilize the capital structure.

In February, Standard & Poor's Ratings Services raised its
corporate credit rating on Realogy Corp. to 'CCC' from 'CC'.  The
rating outlook is positive.


RED EAGLE: Taps Matrix to Sell 17 Gas Stations
----------------------------------------------
Convenience Store News reports that Red Eagle Oil Inc. is looking
to sell its 17 gas stations and convenience stores.  Sixteen of
the locations are in Wyoming, the other is in Hardin, Montana.

According to the report, the Company hired Matrix Capital Markets
Group Inc. to market the properties.  The sale process is being
conducted in accordance with the company's Chapter 11 case in the
U.S. Bankruptcy Court for the District of Wyoming.

The report notes that bids may be submitted for individual stores,
multiple stores or all of the stores.  The stores are being sold
free and clear of all liens, claims and encumbrances.

                        About Red Eagle Oil

Red Eagle Oil, Inc., sells fuel wholesale as a distributor and
hauls condensate, crude oil and other oil field commodities with a
fleet of 26 trucks and 60 trailers.  Red Eagle Oil is owned by
family members Dale, Judy, Bryan, Brad and Scott Hinze.  Based in
Cody, Wyoming, Red Eagle Oil filed for Chapter 11 bankruptcy
protection (Bankr. D. Wyo. Case No. 11-20857) on Aug. 1, 2011.
Judge Peter J. McNiff presides over the case.  Bradley T.
Hunsicker, Esq., at Winship & Winship, P.C., represents the
Debtor.  In its petition, the Debtor did not state assets but
estimated between $1 million and $10 million in debts.


SAN PASQUAL CASINO: S&P Withdraws 'BB-' Issuer Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings,
including its 'BB-' issuer credit rating, on Valley Center,
Calif.-based San Pasqual Casino Development Group (SPCDG) at the
request of the issuer. The San Pasqual Band of Mission Indians
created SPCDG to operate Valley View Casino. SPCDG recently
refinanced its senior notes due 2013 with a new credit facility,
which will not be rated.


SCHOMAC GROUP: Plan Exclusivity Expires March 31
------------------------------------------------
The Hon. Eileen W. Hollowell of the U.S. Bankruptcy Court for the
District of Arizona extended until March 31, 2012, The Schomac
Group, Inc., et al.'s exclusive period to solicit acceptances for
the proposed Plan of Reorganization.

As reported in the Troubled Company Reporter on Feb. 9, 2012, the
Debtors asked the Court to extend the exclusive period until the
conclusion of the plan confirmation hearing, which under the
present circumstances will not be held until at least mid-March
2012.

The Plan and accompanying Disclosure Statement were filed by the
Debtors on Dec. 6, 2011.  Due to the Court's busy docket and
winter holidays, the hearing on the Joint Disclosure Statement is
scheduled for Feb. 7.  The Debtors' exclusive plan solicitation
period, on the other hand, terminates on Feb. 6.

                     About The Schomac Group

Tucson, Arizona-based The Schomac Group, Inc.'s primary business
is to act as a holding company for its various subsidiaries, which
are actively involved in diverse segments of the real estate
industry.  Schomac's sole shareholders are two trusts controlled
by W. Michael Schoff.  Schomac previously managed a portfolio of
approximately 200 self-storage facilities, 72 of which were
sponsored and managed by Schomac with TEDCO, Inc., being a
substantial investor.  Schomac also sponsored and managed a
portfolio of apartment complexes, including the management of
roughly 40 apartment complexes, as many as 16 of which were owned
by Schomac over time.

TEDCO's primary business is to act as a holding company for its
various subsidiaries, which are actively involved in diverse
segments of the real estate industry.  TEDCO's sole shareholder is
W. Michael Schoff.

SRE Investments, LP owns eleven residential lots of roughly
5 acres each in Saguaro Ranch, a subdivision located in the
Tortolita Mountains in Marana, Pima County, Arizona.  SRE is
75.921% owed by Schomac.

NSS RV Central Limited Partnership owns the real estate known as
RV Central, a recreational vehicle and self storage facility
located at 6260 North Travel Center Drive in Marana, Pima County,
Arizona.  NSS RV is 100% owned by Schomac.

Schomac Group and TEDCO filed for Chapter 11 bankruptcy (Bankr. D.
Ariz. Case Nos. 11-22717 and 11-22720) on Aug. 9, 2011.  In its
schedules, Schomac Group disclosed $48,929,897 in total assets and
$34,583,005 in total liabilities.  Judge Eileen W. Hollowell
presides over the cases.


SEARCHMEDIA HOLDINGS: Christian Leone Holds 6.3% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Christian Leone and his affiliates disclosed
that, as of Dec. 31, 2011, they beneficially own 1,306,632 shares
of common stock of SearchMedia Holdings Limited representing 6.3%
of the shares outstanding.  A full-text copy of the regulatory
filing is available for free at http://is.gd/wX50oz

                        About SearchMedia

SearchMedia is a leading nationwide multi-platform media company
and one of the largest operators of integrated outdoor billboard
and in-elevator advertising networks in China.  SearchMedia
operates a network of high-impact billboards and one of China's
largest networks of in-elevator advertisement panels in 50 cities
throughout China.  Additionally, SearchMedia operates a network of
large-format light boxes in concourses of eleven major subway
lines in Shanghai.  SearchMedia's core outdoor billboard and in-
elevator platforms are complemented by its subway advertising
platform, which together enable it to provide a multi-platform,
"one-stop shop" services for its local, national and international
advertising clients.

Marcum Bernstein & Pinchuk LLP, in New York, expressed substantial
doubt about SearchMedia Holdings' ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring net losses from operations and has a working
capital deficiency.

The Company reported a net loss of $46.6 million on $49.0 million
of revenues for 2010, compared with a net loss of $22.6 million on
$37.7 million of revenues for 2009.


SEQUENOM INC: RA Capital Discloses 4.1% Equity Stake
----------------------------------------------------
RA Capital Management, LLC, and its affiliates filed with the U.S.
Securities and Exchange Commission an amended Schedule 13G
disclosing that, as of Jan. 31, 2012, they beneficially own
4,681,026 shares of common stock of Sequenom, Inc., representing
4.10% of the shares outstanding.  A full-text copy of the
regulatory filing is available at http://is.gd/Q5te9Y

                          About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

Sequenom reported a net loss of $120.85 million on $47.45 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $71.01 million on $37.86 million of total revenue
during the prior year.

The Company also reported a net loss of $51.98 million on
$40.42 million of total revenues for the nine months ended Sept.
30, 2011, compared with a net loss of $98.82 million on $33.70
million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$152.99 million in total assets, $42.13 million in total
liabilities and $110.85 million in total stockholders' equity.

Ernst & Young LLP of San Diego, California, in its audit report
attached to the 2010 financial statements, did not include a going
concern qualification for Sequenom.  E&Y, in its report on the
2009 results, expressed substantial doubt against Sequenom's
ability as a going concern, noting that the Company "has incurred
recurring operating losses and does not have sufficient working
capital to fund operations through 2010."


SEQUENOM INC: Samuel Isaly Discloses 6.8% Equity Stake
------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Samuel D. Isaly and his affiliates disclosed that, as
of Dec. 31, 2011, they beneficially own 6,753,000 shares of common
stock of Sequenom, Inc., representing 6.80% of the shares
outstanding.  A full-text copy of the regulatory filing is
available for free at http://is.gd/rHjE4Y

                           About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

Sequenom reported a net loss of $120.85 million on $47.45 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $71.01 million on $37.86 million of total revenue
during the prior year.

The Company also reported a net loss of $51.98 million on
$40.42 million of total revenues for the nine months ended Sept.
30, 2011, compared with a net loss of $98.82 million on $33.70
million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$152.99 million in total assets, $42.13 million in total
liabilities and $110.85 million in total stockholders' equity.

Ernst & Young LLP of San Diego, California, in its audit report
attached to the 2010 financial statements, did not include a going
concern qualification for Sequenom.  E&Y, in its report on the
2009 results, expressed substantial doubt against Sequenom's
ability as a going concern, noting that the Company "has incurred
recurring operating losses and does not have sufficient working
capital to fund operations through 2010."


SNOKIST GROWERS: Keybank et al., Want Trustee Motion Resolved
-------------------------------------------------------------
Creditor KeyBank National Association, on behalf of its co-lender,
Rabo Agrifinance, Inc., notifies the U.S. Bankruptcy Court for the
Eastern District of Washington that the lenders consent to Snokist
Growers' use of cash collateral, pending the Court's ruling on the
lenders' motion seeking the appointment of a trustee, or
conversion of the case to Chapter 7.

According to Keybank, the Debtor has failed to provide, and cannot
under any circumstances provide, adequate protection in any of the
recognized methods.

Keybank notes that the Debtor proposes to spend $6,272,472 of cash
collateral for the period from Feb. 1, 2012, through June 1, or
roughly $1,254,494 per month with adequate protection payments to
lenders in the form of contract interest payments of $146,950
monthly.  During that same period, the Debtor projects revenues
from its existing broker's sales of its inventory to generate
$13,108,100, resulting in marginal costs of sale of approximately
47%.  In other words, the Debtor projects it will consume roughly
half the amount of cash collateral now on hand or generated during
this period by selling inventory through its labeling and canning
operations and its current broker.  These costs are more than
twice the industry average of 25% for labeling, packaging and
shipping the canned inventory to a wholesale buyer as approximated
by the Graffis Declaration.

Keybank states that if the Debtor's current rate of cash
consumption is permitted to continue, secured creditors will not
receive the indubitable equivalent of the present value of their
secured claims.  As of Jan. 26, 2012, the lenders will hold
secured claims totaling approximately $27,110,857, plus attorney
fees, against cash collateral.  In addition, the Debtor owes
approximately $9 million for purchases of pears in 2011.  Some of
those growers may hold processor liens which are prior to the
lenders.

                      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.

Keybank is represented by:

         Bruce W. Leaverton, Esq.
         Tereza Simonyan, Esq.
         LANE POWELL PC
         1420 Fifth Avenue, Suite 4100
         Seattle, Washington 98101-2338
         Tel: (206) 223-7000
         Fax: (206) 223-7107


SOLYNDRA LLC: Slams Ex-Workers' Bid to Nix Lender Protections
-------------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that Solyndra LLC, backed
by the U.S. government, defended itself Wednesday against demands
by a putative class of former employees that it retract legal
protections it granted to secured lenders in Delaware bankruptcy
court.

Law360 relates that the Company said the move by ex-employees, who
are suing the company over mass layoffs, to get certain release
from liability provisions rescinded "contains strong rhetoric, but
no substance."

                         About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.  The Committee has tapped
Blank Rome LLP as counsel.

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

Solyndra did not receive acceptable offers to buy the business as
a going concern.  It is going ahead with plans for piecemeal
auctions of the assets to begin Feb. 22.

Solyndra auctioned non-core assets and obtained $6.2 million.
Solyndra also took in $1.86 million from the sale of miscellaneous
equipment.

Solyndra LLC retained the exclusive right for filing a Chapter 11
plan until April 3.


SOLYNDRA LLC: Taps Jones Lang to Market Fremont, Calif. Property
----------------------------------------------------------------
Solyndra LLC, et al., ask the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Jones Lang LaSalle
Brokerage, Inc., as real estate broker.

JLL will market and sell the Debtors' property located at 47488
Kato Road, Fremont, California.

The Debtors propose to pay JLL as transaction fee of $250,000 if
the sale price of the property is lass than or equal to
$45 million.  If the sale price of the property is greater than
$45 million, the transaction fee will be $250,000 plus 3% of the
incremental amount above $45 million.

The engagement will terminate on the earlier of (i) July 31, 2013,
or (ii) the date of the closing of a sale or disposition of the
property.  In the event JLL is not entitled to a transaction fee,
JLL may apply to the Court for reimbursement of its reasonable
expenses up to $25,000.

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

The Debtors set a Feb. 22, 2012, hearing at 11:30 a.m., on their
request to employ Jones Lang.

                       About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.  The Committee has tapped
Blank Rome LLP as counsel.

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

Solyndra did not receive acceptable offers to buy the business as
a going concern.  It is going ahead with plans for piecemeal
auctions of the assets to begin Feb. 22.


SPANISH BROADCASTING: Caspian Owns 4.1% of Class A Shares
---------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Caspian Capital LP and its affiliates
disclosed that, as of Dec. 31, 2011, they beneficially own
170,257 shares of common stock of Class A common stock of Spanish
Broadcasting System, Inc., representing 4.09% of the shares
outstanding.  A full-text copy of the regulatory filing is
available for free at http://is.gd/A4sN5X

                    About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

The Company's balance sheet at Sept. 30, 2011, showed $495.67
million in total assets, $441.65 million in total liabilities,
$92.34 million in cumulative exchangeable redeemable preferred
stock, and a $38.33 million total stockholders' deficit.

                          *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  The rating outlook is stable.
"The rating action reflects S&P's expectation that, despite very
high leverage, SBS will have adequate liquidity over the
intermediate term to meet debt maturities, potential swap
settlements, and operating needs until its term loan matures on
June 11, 2012," said Standard & Poor's credit analyst Michael
Altberg.


STOCKDALE TOWER: Hires Foley Bezek as Special Counsel
-----------------------------------------------------
Stockdale Tower 1 LLC asks the U.S. Bankruptcy Court for authority
to employ Thomas G. Foley, Jr. and the law firm of Foley, Bezek,
Behle & Curtis LLP as special counsel.

The firm will represent the Debtor regarding disputes with its
lender and affiliates of its lender.

Neither Thomas Foley, Jr. nor FBBC has any interest or represents
any interest adverse to the Debtor or its estate in any of the
matters upon which it is engaged except for its representation of
Terry Moreland.  Mr. Moreland and his wife Preggy are the only
members of Stockdale Tower, and Mr. Moreland has agreed to advance
all costs relates to the representation of the Debtor by FBBC.
The Morelands executed a Guaranty of Payment for the benefit of
the original lender UBS Real Estate Investment Inc.   FBBC has
advised both the Debtor and Mr. Moreland to seek the advice of
separate independent attorneys to advise them regarding any actual
of potential conflicts of interest which may arise.

Thomas G. Foley, Esq., attests that there exists a unity of
interest between the interest of the Debtor and Terry Moreland.

FBBC is not owed money by the Debtor or Mr. and Mrs. Moreland.

Compensation paid by the Debtor to FBBC will strictly on a
contingent fee basis, which contingent fee to be paid to FBBC will
be based upon which of three separate alternatives discusses are
accomplished by the Debtor with the assistance of FBBC.

                    About Stockdale Tower

Bakersfield, California-based Stockdale Tower 1 LLC filed for
Chapter 11 bankruptcy (Bankr. E.D. Calif. Case No. 11-62167) on
Nov. 7, 2011.  Judge W. Richard Lee presides over the case.  Scott
T. Belden, Esq., and Jacob L. Eaton, Esq., at Klein, DeNatale,
Goldner, Cooper, Rosenlieb & Kimball, LLP, serve as the Debtor's
bankruptcy counsel.  The firm disclosed $18,151,072 in assets and
$17,870,212 in liabilities.


SUMMER VIEW: Promises to Pay Creditors in Full, in Installments
---------------------------------------------------------------
Judge Alan M. Ahart of the U.S. Bankruptcy Court for the Central
District of California has approved the disclosure statement
explaining the amended plan dated Jan. 16, 2012 of Summer View
Sherman Oaks, LLC.

The hearing on the confirmation of the Amended Plan is scheduled
on Feb. 22, 2012, at 10:00 a.m.

The critical provisions under the Amended Plan are:

     a. continuing operation of the Property, capital improvements
        of the Property, and continuing income and occupancy rate;

     b. listing the Property for sale immediately after the
        application to employ a real estate broker and enter into
        a listing agreement is granted with the target of closing
        escrow by September 2012.  The sale should be completed
        through the assumption of the existing loan;

     c. contingency plan of operating the Property until the
        Maturity Date of July 11, 2014, in the event that the sale
        does not go through as planned;

     d. contingency plan to sell the Property to conventional sale
        prior to the Maturity Date without incurring yield to
        maintenance pre-paid penalties; and

     e. contingency provision that the Efim Sobol Trust, the
        member of the Debtor, will provide the Debtor with an
        unsecured line of credit to cover any cash shortfall
        during the time of operation of the Property in the amount
        of up to $500,000.

Under the amended plan, general unsecured creditors will receive
$24,339 (100% of their claims) in 8 equal quarterly payments
commencing on the effective date.

The sources of funds earmarked to pay creditors and interest-
holders are:

     a. Proceeds from the sale of the Property;

     b. Debtor's cash on hand as of the Effective Date of
        the Plan;

     c. Payment reserve held by the Lender; and

     d. Post-confirmation income

Administrative claims will be paid in full on the effective date.
Administrative claims include amounts owed to Karasik Law Group
LLP totaling $133,624.37 and to Clyde Holland totaling
$153,151.85.

Priority tax claims totaling $197,364 will also be paid in full
on the effective date.

The classification and treatment of claims under the Plan are:

     a. Class 1 - Allowed Secured Claims of U.S. Bank, owed
        $18,118,041, will receive monthly payments of $78,584
        until the property is sold.  According to loan documents,
        the loan must be paid off on July 11, 2014, with a balloon
        payment.

     b. Class 2 - Allowed Secured Claim of E. Rojas Landscape
        Inc., secured with a mechanic's lien ($12,078), will be
        paid in 12 quarterly installments of $1,007 (without
        interest), or from the proceeds of the sale if the
        property is sold before the creditor is paid in full.

     c. Class 3 - Priority claims tenant security deposits that
        are not currently due ($76,314) will be paid when
        due.  This Class is unimpaired.

     d. Class 4 - Priority claims for tenant security deposits
        that became due prepetition ($590) will be paid in one
        payment before the effective date.  This Class in
        unimpaired.

     e. Class 5 - Allowed Unsecured Claims, excluding Insiders,
        owed $24,340, will be paid in 8 quarterly payments of
        $3,042 (without interest), or from the proceeds of the
        sale, if sale occurred before the creditor is paid in
        full.

     f. Class 6 Interests will receive the balance of the proceeds
        after payments to all creditors.

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

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

                     About Summer View Sherman

The West Hollywood, California-based Summer View Sherman Oaks,
LLC, aka Summer View Sherman Oaks Apartments LLC, a single-asset
real estate company, is the owner of a 169-unit apartment building
locate at 15353 Weddington Street, in Sherman Oaks, California.
The sole member of the Debtor is the Efim Sobol Family Trust Dated
November 18, 1995.  Dr. Efim Sobol's mother, Sonia Sobol, 88 years
old, is the sole trustee and beneficiary of the Efim Sobol Trust.

The Company filed for bankruptcy under Chapter 11 (Bankr. C.D.
Calif. Case No. 11-19800) on Aug. 15, 2011.  Judge Alan M. Ahart
presides over the case.  The Debtor disclosed $23,228,304 in
assets and $16,535,378 in liabilities as of the Chapter 11 filing.
The petition was signed by Sonia Sobol, member.

Terry D. Shaylin, Esq., and Alik Segal, Esq., at Karasik Law
Group, LLP, in Los Angeles, Calif., represent the Debtor as
counsel.


SUNGARD DATA: S&P Affirms 'B+' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Wayne, Pa.-based SunGard Data Systems Inc. The
outlook is stable.

"We also affirmed our 'BB' rating on the company's existing senior
secured notes and 'BB' bank loan rating on its non-extended term
loan B. The recovery rating on the loan remains '1', indicating
that lenders can expect very high (90%-100%) recovery in the event
of a payment default," S&P said.

"In addition, we assigned our preliminary 'BB' bank loan ratings
with a preliminary recovery rating of '1' to the extended term
loan B and the renewed revolving credit facility," S&P said.

"Finally, we affirmed our existing 'B' rating on the outstanding
senior unsecured notes and our existing 'B-' rating on the
outstanding subordinated notes," S&P said.

"The ratings on software and technology services company SunGard
reflect our expectation that the company's 'satisfactory' business
risk profile and significant base of recurring revenues will
continue to support its 'highly leveraged' financial risk
profile," said Standard & Poor's credit analyst Jacob Schlanger.
Ratings also reflect SunGard's healthy cash flow generation and
strong position in the fragmented market for investment-support
processing software.

"Our stable outlook reflects SunGard's strong market position in
diversified market segments and consistent operating performance.
Our view that the company's private-equity ownership structure is
likely to prevent sustained debt reduction currently limits any
potential for an upgrade. The company's defensible market
positions and high recurring revenue base lessen the potential for
credit deterioration. However, sustained leverage in excess of
7x because of acquisitions or shareholder-friendly initiatives
could lead to lower ratings," S&P said.


SUPERIOR PROPERTY: Wellman & Warren OK'd as Litigation Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Superior Property of 10621 Sepulveda, LLC, to employ
Wellman & Warren LLP as its special litigation counsel

As reported in the Troubled Company Reporter on Oct. 6, 2011, the
primary assets of the Debtor's bankruptcy estate consist of
certain real property and the potential proceeds of a lawsuit that
is pending against Home Depot U.S.A., Inc. for breach of contract
relating to a commercial lease agreement.  The potential proceeds
from the pending lawsuit total more than $20,000,000.

At trial in the Home Depot Action, the Debtor prevailed against
Home Depot on the issue of liability, but its damages were limited
to $200,000 by an in limine motion.  The Debtor is currently
appealing the trial court's decision limiting its damages.  The
issue on appeal is a matter of first impression in the state of
California -- whether a termination fee in a lease agreement is,
per se, also a liquidated damages clause.

The firm will render services including:

     * Appear at and argue appellate issues on Oct. 19, 2011;

     * If the appeal is successful, then prepare status reports;

     * If the appeal is successful, then prepare for and attend
       status conferences;

     * If the appeal is successful, then prepare for and attend
       trial;

     * If the appeal is successful, then negotiate with Home
       Depot U.S.A., Inc. regarding potential settlement; and

     * If the appeal is successful, then prepare all pleadings
       necessary to document settlement and obtain Court approval
       of that settlement.

The firm will be paid:

   (i) An hourly fee of $200;

  (ii) 20% of the value of any gross recovery.  In the event
       there is no recovery, the Firm will receive no
       compensation other than reimbursement of expenses, plus
       the hourly fee;

(iii) A contingency fee that will be computed before calculation
       of costs and expenses paid to the Firm;

  (iv) If the recovery for the estate consists of payments to be
       made over a period of time, or other property not entirely
       cash or cash-equivalent, the contingency fee will be based
       on the present cash value of the recovery as determined by
       generally recognized accounting and appraisal standards.
       The contingency fee will be paid out of the first funds or
       property received by the estate to the extent that it is
       sufficient to cover the fees.

The Debtor believes that the firm does not have an interest
adverse to the Debtor or the estate, and that the Firm is a
disinterested person within the meaning of Section 101(14) of the
Bankruptcy Code.  In the event that an actual conflict of interest
may arise, the Debtor will immediately address that conflict
through the termination of the firm.

                      About Superior Property

Based in Mission Hills, California, Superior Property of 10621
Sepulveda, LLC, filed for Chapter 11 protection (Bankr. C.D.
Calif. Case No. 11-20305) on Aug. 29, 2011.  Judge Alan M. Ahart
presides over the case.  Michael S. Kogan, Esq., and Faye Rasch,
Esq., at Ervin, Cohen & Jessup LLP, serves as counsel to the
Debtor.  The Debtor disclosed $8,223,450 in assets and $11,228,914
in liabilities as of the Chapter 11 filing.

The case is jointly administered with Crown Real Estate Services,
LLC.


SUPERIOR PROPERTY: Lender Dispute Resolved, Wants Case Dismissal
----------------------------------------------------------------
Superior Property of 10621 Sepulveda, LLC, and Crown Real Estate
Services, LLC, ask the U.S. Bankruptcy Court for the Central
District of California to dismiss their Chapter 11 cases.

The Debtors relate that they had resolved the primary dispute with
the creditor that precipitated the Debtors' filing of voluntary
petition.  The Debtors had come to an agreement with its largest
creditor, Pacific Mercantile Bank.

Pursuant to the terms of its agreement with PMB, Superior's sole
asset will be relinquished to PMB in satisfaction of its debt in
both bankruptcy cases.  Upon closing of the settlement embodied in
the agreement, the Debtors' creditors will be provided for and the
Debtor will no longer need the Bankruptcy Code's protection.

                      About Superior Property

Based in Mission Hills, California, Superior Property of 10621
Sepulveda, LLC, filed for Chapter 11 protection (Bankr. C.D.
Calif. Case No. 11-20305) on Aug. 29, 2011.  Judge Alan M. Ahart
presides over the case.  Michael S. Kogan, Esq., and Faye Rasch,
Esq., at Ervin, Cohen & Jessup LLP, serves as counsel to the
Debtor.  The Debtor disclosed $8,223,450 in assets and $11,228,914
in liabilities as of the Chapter 11 filing.

The case is jointly administered with Crown Real Estate Services,
LLC.


SUPERIOR PROPERTY: Taps Kogan Law Successor Counsel to Ervin Cohen
------------------------------------------------------------------
Superior Property of 10621 Sepulveda, LLC, and Crown Real Estate
Services, LLC ask the U.S. Bankruptcy Court for the Central
District of California for permission to employ Kogan Law Firm,
APC as successor counsel to Ervin Cohen & Jessup LLP.

The Debtor now desires to employ KLF as his counsel in place of
ECJ effective Jan. 1, 2012, on the same terms as ECJ was
originally employed.  The reason is the Michael S. Kogan, the
attorney primarily responsible for the representation of the
debtor has moved to KLF.

As reported in the Troubled Company Reporter on Sept. 21, 2011,

ECJ is expected to render legal advice to the Debtor with respect
to its powers and duties as debtor-in-possession in the Chapter 11
case.

Mr. Kogan, and Faye Rasch, Esq., will bill $525 and $320 per hour,
respectively.  The firm's paralegal will charge $185 per hour.

Mr. Kogan assured the Court that the law firm of KLF does not
represent any entity having an adverse interest to the Debtors in
connection with the case.

                      About Superior Property

Based in Mission Hills, California, Superior Property of 10621
Sepulveda, LLC, filed for Chapter 11 protection (Bankr. C.D.
Calif. Case No. 11-20305) on Aug. 29, 2011.  Judge Alan M. Ahart
presides over the case.  Michael S. Kogan, Esq., and Faye Rasch,
Esq., at Ervin, Cohen & Jessup LLP, serves as counsel to the
Debtor.  The Debtor disclosed $8,223,450 in assets and $11,228,914
in liabilities as of the Chapter 11 filing.

The case is jointly administered with Crown Real Estate Services,
LLC.


SWIFT TRANSPORTATION: Moody's Affirms 'B2' Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service changed the ratings outlook of Swift
Transportation Co. to positive from stable in consideration of the
company's on-going de-leveraging at a time of improving operating
performance in its trucking business. Moody's has affirmed Swift's
Corporate Family Rating of B2 and Speculative Grade Liquidity
Rating of SGL-3.

RATINGS RATIONALE

Swift's ratings outlook was changed to positive from stable,
reflecting Moody's expectations that increasing freight demand and
a strong pricing environment in the truckload sector will allow
the company to continue to experience solid revenue growth through
2012. As the company continues to streamline operations, Moody's
expects that Swift will be able to sustain operating margins in
the 8-10% range through 2013, and generate robust cash flow from
its operations over the next few years to its fleet investment
plans as well as to repay modest amounts of debt. Moody's believes
that this will result in the improvement of credit metrics to
levels that would likely support upward rating movement in the
near term.

Swift's B2 rating reflects the company's strengthening financial
performance, which can be attributed to improvements in its
trucking operations as well as to a continuing trend in improving
industry freight volumes and yields. The rating also takes into
account the company's commitment to reducing debt while
maintaining fleet investments. Anticipating relatively stable
industry conditions, Swift should be able to sustain operating
margins, while generating cash to support fleet investments and
debt service. However, despite the modest but steady level of debt
reduction since the December 2010 IPO, Swift continues to operate
with sizeable debt in its capital structure. This could lead to
elevated leverage during periods of weakness in the highly
cyclical trucking sector.

The ratings could be raised if the company can continue to
generate enough operating cash flow to amply cover fleet
investment at over 7% of total revenue, with no increases in debt
levels. Debt to EBITDA maintained below 4 times and interest
coverage of over 1.8 times could support a positive rating action.

Anticipating leverage to improve somewhat in 2012, it is unlikely
that the ratings would be lowered over the near term. However,
should Swift encounter an unexpected industry downturn that
involved a contraction of freight demand and weakening pricing,
such that operating margins were to fall below 5%, the ratings
could face downward revision. Debt to EBITDA of over 5.5 times or
EBIT to Interest of less than 1.3 times could also warrant lower
rating consideration.

The principal methodology used in this rating was Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Swift Transportation Co, LLC, headquartered in Phoenix, Arizona,
is one of the largest providers of truckload transportation
services in the United States, with line-haul, dedicated and
inter-modal freight services.


TAS PROPERTIES: Dade County Back Taxes to Be Paid in March
----------------------------------------------------------
Robin Ford Wallace, reporter at the Dade County Sentinel, reports
that Dade County Executive Ted Rumley said counsel for Travis
Shields of TAS Properties promised that delinquent property taxes
owed Dade County on land at the Preserve at Rising Fawn would be
paid in March.

According to the report, Mr. Rumley said David Fulton, attorney
for Travis Shields, told the bankruptcy trustee that the repayment
was contingent on a February sale of the Johnson's Crook
development to a Nevada company.

The report relates that Mr. Rumley attended the creditors' meeting
along with Dade's county attorney, Robin Rogers, and District 3
Commissioner Robert Goff.  Mr. Rumley noted Dade was the only
creditor present.

The report says Mr. Shields was the only representative of the
project developers who was present.  Mr. Shields and his father-
and brother-in-law, respectively, Thomas and Joshua Dobson, are
the partners of Southern Group, the developer of record at the
Preserve.  But on the eve of the county's Jan. 3 auction of
Preserve lots for back taxes, Mr. Shields revealed that much of
Southern Group's holdings had been deeded to his company, TAS
Properties.

According to the report, citing Mr. Shields' e-mail to the Dade
tax commissioner on Dec. 29, 2011, Mr. Shields told the county the
transfer had been to satisfy a bad debt between the two companies,
and he claimed the Preserve lots were now protected from the tax
auction by the TAS bankruptcy.

The report says the tax sale proceeded nonetheless.  County
officials later said a glitch in an electronic reporting system
led them to believe only a few parcels had been transferred to
TAS.  A week later, though, the larger transfer was verified, and
Dade found itself issuing refund checks to land purchasers.
Before the scheduled tax auction, the amount of back taxes on
Preserve land was computed at about $350,000.  Mr. Rumley said
that now, with penalties, interest and costs, the total has gone
up to $548,000.

TAS Properties -- http://www.taspropertiesllc.com/-- operates a
real estate company.  The Company filed for Chapter 11 protection
on Dec. 28, 2011 (Bankr. E.D. Tenn. Case No. 11-17124).  Judge
John C. Cook presides over the case.  David J. Fulton, Esq., at
Scarborough, Fulton & Glass, represents the Debtor.  The Debtor
listed assets of $5,500,000 and liabilities of $7,080,500.


TASTY BAKING: Dimensional Ceases to Own Shares
----------------------------------------------
Dimensional Fund Advisors LP filed with the U.S. Securities and
Exchange Commission an amended Schedule 13G disclosing that, as of
Dec. 31, 2011, it does not beneficially own any shares of common
stock of Tasty Baking Co.  A full-text copy of the regulatory
filing is available for free at http://is.gd/1lY5GE

                     About Tasty Baking Company

Tasty Baking Company (NasdaqGM: TSTY) -- http://www.tastykake.com/
-- founded in 1914 and headquartered in Philadelphia, Pa., is one
of the country's leading bakers of snack cakes, pies, cookies, and
donuts. The company has manufacturing facilities in Philadelphia
and Oxford, Pa. The company offers more than 100 products under
the Tastykake brand name.

The Company reported a net loss of $45.18 million on $171.67
million of net sales for the 52 weeks ended Dec. 25, 2010,
compared with a net loss of $3.39 million on $180.56 million of
net sales for the 52 weeks ended Dec. 26, 2009.

The Company's balance sheet at March 26, 2011, showed $153.32
million in total assets, $172.18 million in total liabilities and
a $18.86 million total shareholders' deficit.

PricewaterhouseCoopers LLP, in Philadelphia, Pennsylvania, noted
that that the Company's cumulative losses, substantial
indebtedness that is due June 30, 2011, in addition to its current
liquidity situation, raise substantial doubt about its ability to
continue as a going concern.

                      Forbearance Agreement,
                       Going Concern Doubt

On Jan. 5, 2011, Tasty Baking obtained initial two-week waiver
agreements from several of its creditors, which waived certain
payments that were due and certain financial covenant
requirements.  The Company said it was experiencing extremely
tight liquidity due to (i) certain production difficulties during
the optimization of its new Philadelphia bakery that caused the
Company to not achieve the expected operational cash savings from
this bakery during the fourth quarter of 2010; (ii) the impact of
the recent bankruptcy filing by The Great Atlantic & Pacific Tea
Company, Inc.; and (iii) a sharp rise in commodity costs.

At the conclusion of the two-week waiver period, on Jan. 14, 2011,
the Company entered into arrangements with certain creditors,
including: (i) a Seventh Amendment to the Company's Bank Credit
Facility; (ii) a Forbearance and Amendment Agreement with the
PIDC Local Development Corporation, which also included a new
$2 million loan from PIDC; (iii) a letter agreement with the
Machinery and Equipment Fund of the Department of Community and
Economic Development of the Commonwealth of Pennsylvania, along
with a new $1 million loan from MELF; and (iv) a letter agreement
with the Company's landlords at the Philadelphia Navy Yard for its
bakery and offices.  Also on Jan. 14, 2011, the Company issued
$3.5 million of unsecured 12% promissory notes due Dec. 31, 2011
to a group of accredited investors.

The Creditor Amendments generally permit the Company to delay
certain payments to PIDC, MELF and Liberty Property until June 30,
2011.  The Creditor Amendments also generally provide that the
creditor will waive certain specified defaults, but not any other
defaults that may occur in the future that are not specifically
waived in the Creditor Amendments.  In addition, the Bank
Amendment, among other things, (i) changed the maturity date of
the Bank Credit Facility to June 30, 2011; (ii) reduced the letter
of credit limit to the aggregate amount of letters of credit
currently outstanding, while not permitting the Company to issue
new letters of credit or extend outstanding letters of credit; and
(iii) set new financial covenants, a breach of which could cause a
default to occur prior to June 30, 2011.  The Bank Amendment also
required that the Company engage in a process -- pursuant to an
agreed upon timeline with milestones -- to consummate a sale of
the Company before June 30, 2011 in an amount sufficient to pay
all obligations of the Company under the Bank Credit Facility and
all transaction costs.

The Company has delayed the filing of its 2010 annual report on
Form 10-K.  The Company anticipates that the Form 10-K for fiscal
year ended Dec. 25, 2010, will include an explanatory paragraph
from the Company's independent registered public accounting firm
expressing substantial doubt about the Company's ability to
continue as a going concern.


TELLICO LANDING: Judge Approves Heritage Solutions DIP Loan
-----------------------------------------------------------
Josh Flory at knoxvillebiz.com reports that U.S. Bankruptcy Judge
Marcia Phillips Parsons has granted Tellico Landing LLC's motion
to obtain credit.

The report notes that, in 2011, Tellico Landing sought approval to
get $2.75 million in financing from a New York entity called
Heritage Solutions LLC.

According to the report, Judge Parsons' order found that Tellico
Landing's total debt on the real property was just over $9 million
and that the property has a value of $15 million.  Her order means
creditor WindRiver Investments LLC -- which owns the debt on the
property -- cannot move forward with foreclosure proceedings.

The report notes that the ruling also means that Heritage
Solutions will take a first position, ahead of WindRiver.

The report further relates that the involuntary bankruptcy against
Michael L. Ross, Tellico's chief manager, has apparently been
resolved.  Michael Fitzpatrick, who represents Mr. Ross in the
involuntary bankruptcy case, said there was not a settlement.

The report notes, in a response filed last month, Mr. Ross had
argued that the involuntary petition was not joined by the
required three or more entities with separate claims, and that he
was "generally paying his debts as such debts become due unless
subject to a bona fide dispute."

The report says the order focused on a failure by Mr. Ross' legal
team -- which, in that case, does not include Lynn Tarpy,
Tellico's counsel, or Mr. Fitzpatrick -- to hand over documents
requested by the plaintiff, Robert Stooksbury, who had partnered
with Mr. Ross on the Rarity Pointe project.  In 2009, Mr.
Stooksbury filed a lawsuit that accused Mr. Ross and others of
engaging in racketeering activity.  Mr. Ross denied the charges.

According to the report, the order said the suit will proceed to a
jury trial on Feb. 21, 2012, for the purpose of determining
damages.

                       About Tellico Landing

Tellico Landing, LLC, based in Maryville, Tennessee, is engaged in
the development and sale of an upscale residential community along
and near Tellico Lake known as "Rarity Pointe".  The Company filed
for Chapter 11 bankruptcy (Bankr. E.D. Tenn. Case No. 11-33018) on
June 27, 2011.  The case has been assigned to Judge Marcia
Phillips Parsons.  Thomas Lynn Tarpy, Esq., of Hagood Tarpy & Cox
PLLC, represents the Debtor.  The Debtor scheduled $40,444,352 in
assets and $8,532,455 in liabilities.  The petition was signed by
Michael L. Ross, its chief manager.

The United States Trustee said that a committee under 11 U.S.C.
Sec. 1102 has not been appointed in the Tellico case because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.


TEMBEC INDUSTRIES: Moody's Affirms 'B3' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed Tembec Industries Inc. (Tembec)
B3 corporate family rating, probability of default rating (PDR)
and senior secured note rating in connection with the company's
proposed $50 million add-on senior secured note offering. The
liquidity rating remains unchanged at SGL-2 and the outlook is
stable.

RATINGS RATIONALE

Tembec's B3 CFR reflects the company's significant exposure to the
volatile market pulp and challenging wood products industry
segments, the company's high leverage and negative free cash flow.
The rating also considers management's ability to extract
operational improvements to enhance the company's below industry
average operating margins and the company's execution on a number
of cost reduction projects. Factors supporting the rating include
the company's leading market position in the specialty dissolving
pulp segment and the diversification provided by operations in
several different sectors. Including Moody's standard adjustments
for operating leases and pensions, financial leverage (total
debt/EBITDA) is expected to be around 5 times over the next 12 to
18 months.

Assignments:

   Issuer: Tembec Industries Inc.

   -- Senior Secured Regular Bond/Debenture, Assigned a range of
      44 - LGD3 to B3

   -- Senior Secured Regular Bond/Debenture, Assigned a range of
      44 - LGD3 to B3

The proposed notes are senior secured obligations of Tembec and
are rated B3, in line with the existing notes and corporate family
rating. The proceeds from the proposed note offering will be used
for general purposes, including funding for the company's expected
cogeneration project. The proposed notes and related guarantees
will be secured on a first priority basis by most of the Canadian
assets of the company and will have a second priority lien on the
current assets that currently secure the company's asset-based
revolving credit facility.

Tembec's SGL-2 rating reflects the company's good liquidity
position. The company's liquidity is supported by approximately
CDN$79 million of unrestricted cash (December 2011) and net
availability of approximately CND$71 million on the company's
committed US$200 million asset-based revolving credit facility
(net of borrowing base eligibility, availability block and
approximately CND$38 million of letter of credit use) that matures
in February 2016. Excluding the pending cogeneration project in
Temiscaming, Moody's estimates that Tembec's cash burn will be
approximately $75 million over the next 12 months. The company has
modest debt maturities of $19 million over the next 12 months and
does not have any significant debt maturities until 2016. The
company does not have any financial covenants. Most of the
company's assets are encumbered. Tembec is expected to receive
proceeds of $67 million from the sale of the its British Columbia
sawmills over the next several months.

The stable rating outlook reflects Moody's expectation that Tembec
will be able to maintain adequate liquidity and sustain acceptable
credit protection metrics through volatile industry conditions. An
upgrade would be considered if normalized RCF/TD and (RCF-
Capex)/TD measures approach 10% and 5%, respectively, on a
sustainable basis, while maintaining good liquidity.

Tembec's ratings could face downward ratings pressure if pulp
market conditions deteriorate, leading to a significant
deterioration in liquidity arrangements and normalized (RCF-
Capex)/TD were to remain negative.

The principal methodology used in rating Tembec was the Global
Paper and Forest Products Industry Methodology published in
September 2009. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Headquartered in Montreal, Quebec, Tembec is an integrated paper
and forest products company with operations primarily in Canada
and a mill in France. The company's main operating segments
include market pulp, wood products and paper.


TERRESTAR NETWORKS: Judge Lane Approves Chapter 11 Plan
-------------------------------------------------------
Patrick Fitzgerald at Dow Jones' Daily Bankruptcy Review reports
that Judge Sean H. Lane approved on Feb. 14, 2012, TerreStar
Networks Inc.'s Chapter 11 plan to divvy up the proceeds from the
sale of its business to Dish Network Corp.

Dish Network purchased TerreStar, which is trying to build the
first satellite smartphone, for $1.38 billion last summer,
resulting in a plan that will pay creditors much more than a prior
reorganization proposal.

According to the report, creditors will have to wait a little
longer, however, to receive the remaining $30 million they're due
under the plan as Dish and TerreStar seek final regulatory
approval of the deal from the Federal Communications Commission

The deals give Charlie Ergen, founder of Dish Network and owner of
EchoStar Corp., control of the companies' wireless spectrum.  Mr.
Ergen wants to employ that spectrum in his plan to build a
satellite mobile broadband network.

The report notes that Dish, while still waiting for approval from
the FCC, has received support from several computer industry
groups to use the spectrum.

                     About TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500 million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.  The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.

Otterbourg Steindler Houston & Rosen P.C. is the counsel to the
Official Committee of Unsecured Creditors formed in TSN's Chapter
11 cases.  FTI Consulting, Inc., is the Committee's financial
advisor.

TerreStar Networks sold its business to Dish Network Corp. for
$1.38 billion.  It canceled a June 2011 auction because there were
no competing bids submitted by the deadline.

TerreStar Networks previously filed a reorganization plan that
called for secured noteholders to swap more than $850 million in
debt for nearly all the equity in reorganized TerreStar.  Junior
creditors, however, would see little recovery under that plan
while existing equity holders would be wiped out.  TerreStar
Networks scrapped that plan in 2011 in favor of the auction.

In November 2011, TerreStar Networks filed a liquidating Chapter
11 plan after striking a settlement with creditors.  The
creditors' committee initiated lawsuits in July to enhance the
recovery by unsecured creditors.


THOMSON WORLEY: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Thomson Worley, Inc.
        P.O. Box 2101
        Asheville, NC 28802-2101

Bankruptcy Case No.: 12-10133

Chapter 11 Petition Date: February 17, 2012

Court: United States Bankruptcy Court
       Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: David G. Gray, Esq.
                  81 Central Avenue
                  Asheville, NC 28801
                  Tel: (828) 254-6315
                  E-mail: judyhj@wgcdlaw.com

Scheduled Assets: $3,650,656

Scheduled Liabilities: $4,155,207

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ncwb12-10133.pdf

The petition was signed by David G. Worley, president.


TIGRENT INC: Lazarus Investment Discloses 7.2% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Lazarus Investment Partners LLLP and its
affiliates disclosed that, as of Feb. 14, 2012, they beneficially
own 937,241 shares of common stock of Tigrent, Inc., representing
7.2% of the shares outstanding.  A full-text copy of the
regulatory filing is available at http://is.gd/m328KH

                         About Tigrent Inc.

Cape Coral, Fla.-based Tigrent Inc. (OTC BB: TIGE)
-- http://www.tigrent.com/-- is a provider of practical, high-
quality and value-based training, conferences, publications,
technology-based tools and mentoring to help customers become
financially literate.  The Company provides customers with
comprehensive instruction and mentoring in the topics of real
estate and financial instruments investing and entrepreneurship in
the United States, the United Kingdom, and Canada.

The Company reported a net loss of $697,000 on $102.63 million of
revenue for the year ended Dec. 31, 2010, compared with net income
of $9.78 million on $170.92 million of revenue during the prior
year.

The Company's balance sheet at Dec. 31, 2010 showed $33.53 million
in total assets, $77.77 million in total liabilities, and a
$44.24 million stockholders' deficit.


TOWN CENTER: Hearing on Adequacy of Plan Outline Set for March 5
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
will convene a hearing on March 5, 2012, at 10:00 a.m., to
consider adequacy of the Disclosure Statement explaining Town
Center at Doral, LLC, et al.'s Chapter 11 Plan.

As reported in the Troubled Company Reporter on Jan. 25, 2012, on
the Effective Date, in full and final satisfaction of the DIP
Financing Claim, and subject to Terra Landmark's simultaneous
payment of the Initial Equity Contribution to the Reorganized
Debtors, the Holder of the DIP Financing Claim will receive, as
soon as reasonably practicable on or after the Effective Date,
100% of the New Membership Units in the Reorganized Debtors.

The Plan contemplates the development of the Debtor's property as
a single project in phases.  The initial phase of the New
Development will focus on the North Parcel, which will consist
primarily of residential units, including townhomes and single-
family homes.  The development of the South Parcel will include
both residential, retail, and commercial office components.  The
Debtors believe that the restructuring proposed in the Plan will
enable the Reorganized Debtors to quickly pursue development of
the North and South Parcels for the benefit of all economic
parties in interest.

A copy of the Disclosure Statement dated Dec. 21, 2011, is
available for free at:

        http://bankrupt.com/misc/towncenter.doc108.pdf

                 Debtor No Longer Has Exclusivity

According to the Debtors' case docket, the Court granted the
request to terminate exclusivity.  Interested party Landmark at
Doral Community Development District sought the termination.  The
District asked that the Court put all parties in the case on an
equal footing by allowing competing plans to be filed within a
reasonable time of the Debtors' filing of their initial plan, so
as to expose the Debtors' property to the market and maximize.

                        About Town Center

Town Center at Doral, LLC, Landmark at Doral East, LLC, Landmark
at Doral South, LLC, Landmark Club at Doral, LLC, and Landmark at
Doral Developers, LLC, companies associated with the aborted
Landmark at Doral development, filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case Nos. 11-35884 to 11-35888) on Sept. 19,
2011, almost three years after AmTrust Bank sought to foreclose on
the project.  Town Center at Doral, LLC, posted assets of
$29,297,300 and liabilities of $166,133,171.  Isaac Kodsi signed
the petitions as vice president.

The Property consists of 16 individual tracts of land that remain
undeveloped with the exception of an unfinished 4-level parking
garage. Prior to the Petition Date, the Debtors had sought and
obtained approvals for the development of residential units
(townhomes and condominiums), retail/office/mixed use, and flex
office at the Property.

Mindy A. Mora, Esq., and Tara V. Trevorrow, Esq., at Bilzin
Sumberg Baena Price & Axelrod, LLP, in Miami, serve as counsel to
the Debtors.

Glenn D. Moses, Esq., at Genovese, Joblove & Battista, P.A., IN
Miami, represents the official committee of unsecured creditors.

Cleveland, Ohio-based AmTrust filed for foreclosure in
October 2008 based on the $124.4 million in mortgages that were
granted the developer in 2005.  Several projects started by EB
Developers fell into foreclosure after owner and CEO Elie Berdugo
died in February 2008.


TOWN CENTER: Renews Motion to Value Collateral at $43.4 Million
---------------------------------------------------------------
Town Center at Doral, LLC, et al., renewed their request with the
U.S. Bankruptcy Court for the Southern District of Florida to
value collateral and appoint a valuation expert.

As reported in the Troubled Company Reporter on Feb. 9, 2012, the
Hon. Robert A. Mark denied approval of the Debtors' motion to
value collateral without prejudice.

In making its decision, the Court considered the testimony of the
two experts, Lee Waronker and Woodward Hanson, and reviewed and
considered their reports which were admitted into evidence without
objection.

The Debtors, in a renewed motion, requested to value the property
at $43.4 million per the Waronker & Rosen, Inc. appraisal.

The Debtors explained that obtaining a valuation of the property
is a critical component of the Debtors' reorganization efforts.
Without a valuation, the Debtors will be hard pressed to properly
classify and determine the treatment of the secured claims
asserted in the cases, including those of the Landmark at Doral
Community Development District.

The Debtors added that the property is the sole source of
collateral in thee cases, the valuation motion was a necessary
first-step in the plan confirmation process.

                        About Town Center

Town Center at Doral, LLC, Landmark at Doral East, LLC, Landmark
at Doral South, LLC, Landmark Club at Doral, LLC, and Landmark at
Doral Developers, LLC, companies associated with the aborted
Landmark at Doral development, filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case Nos. 11-35884 to 11-35888) on Sept. 19,
2011, almost three years after AmTrust Bank sought to foreclose on
the project.  Town Center at Doral, LLC, posted assets of
$29,297,300 and liabilities of $166,133,171.  Isaac Kodsi signed
the petitions as vice president.

The Property consists of 16 individual tracts of land that remain
undeveloped with the exception of an unfinished 4-level parking
garage. Prior to the Petition Date, the Debtors had sought and
obtained approvals for the development of residential units
(townhomes and condominiums), retail/office/mixed use, and flex
office at the Property.

Mindy A. Mora, Esq., and Tara V. Trevorrow, Esq., at Bilzin
Sumberg Baena Price & Axelrod, LLP, in Miami, serve as counsel to
the Debtors.

Glenn D. Moses, Esq., at Genovese, Joblove & Battista, P.A., IN
Miami, represents the official committee of unsecured creditors.

Cleveland, Ohio-based AmTrust filed for foreclosure in
October 2008 based on the $124.4 million in mortgages that were
granted the developer in 2005.  Several projects started by EB
Developers fell into foreclosure after owner and CEO Elie Berdugo
died in February 2008.


TRANSUNION CORP: S&P Affirms 'B+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
our 'B+' long-term corporate credit rating on Chicago-based
TransUnion Corp. The outlook is stable.

"At the same time, we assigned our 'B-' issue-level rating to the
company's proposed $600 million senior unsecured payment-in-kind
(PIK) toggle notes to be issued by TransUnion Holding Co.
('Holdco'), the parent company of TransUnion Corp. We assigned a
'6' recovery rating to the new notes, indicating our expectation
for negligible (0%-10%) recovery in the event of a payment
default," S&P said.

"The ratings reflect our expectation that TransUnion's consistent
profitability and positive free operating cash flow (FOCF) will
support the company's 'highly leveraged' financial risk profile,"
said Standard & Poor's credit analyst Martha Toll-Reed.
"TransUnion provides data and information management tools that
help businesses manage risk and improve decision-making, and
provides credit data directly to consumers. With customers in more
than 20 countries, TransUnion's 'satisfactory' business risk
profile reflects a good market position as one of three global
providers of credit information, significant barriers to entry,
and strong profitability."

"TransUnion reported revenues of $1.024 billion in fiscal 2011, up
7% from the prior year. We expect moderate organic revenue growth
in the near term, supported by our expectation of favorable
international growth prospects and expansion of the company's
presence in certain vertical markets such as insurance and health
care. Ongoing cost-reduction initiatives should enable TransUnion
to preserve Standard & Poor's adjusted EBITDA margins in excess of
30%," S&P said.

"The stable outlook incorporates our expectation that TransUnion
will maintain consistent profitability and positive FOCF. A highly
leveraged financial profile and our view that the company's
ownership structure is likely to preclude sustained de-leveraging,
constrain a possible upgrade. The company's defensible market
position and stable operating performance lessen the potential for
credit deterioration. However, sustained leverage in excess of
6.5x due to a challenging economy and potential earnings
deterioration could lead to lower ratings," S&P said.


TRAVELPORT INC: Bank Debt Trades at 16% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Travelport Inc. is
a borrower traded in the secondary market at 84.04 cents-on-the-
dollar during the week ended Friday, Feb. 17, 2012, a drop of 0.36
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 450 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Aug. 23, 2015, and
carries Moody's 'B1' rating and Standard & Poor's 'B' rating.  The
loan is one of the biggest gainers and losers among 164 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                     About Travelport Holdings

Travelport Holdings is the direct parent of Travelport Limited, is
a broad-based business services company and a leading provider of
critical transaction processing solutions to companies operating
in the global travel industry.  With a presence in 160 countries
and approximately 3,500 employees, Travelport is comprised of the
global distribution system (GDS) business, which includes the
Galileo and Worldspan brands and its Airline IT Solutions
business, which hosts mission critical applications and provides
business and data analysis solutions for major airlines.

Travelport also owns approximately 48% of Orbitz Worldwide (NYSE:
OWW), a leading global online travel company.  Travelport is a
private company owned by The Blackstone Group, One Equity
Partners, Technology Crossover Ventures, and Travelport
management.

Travelport Holdings Limited is a holding company with no direct
operations.  Its principal assets are the direct and indirect
equity interests it holds in its subsidiaries, including
Travelport Limited.

Travelport Limited, a direct subsidiary of Travelport Holdings
Limited, reported net income of $283 million on $1.061 billion of
net revenue for the six months ended June 30, 2011, compared with
net income of $1 million on $1.056 billion of net revenue for the
same period of 2010.  Results for the six months ended June 30,
2011, includes gain of $312 million, net of tax, from the sale of
sale of the Gullivers Travel Associates ("GTA") business to Kuoni
Travel Holdings Limited ("Kuoni").  The sale was completed on May
5, 2011.

Loss from continuing operations was $4 million during the six
months ended June 30, 2011, compared with a loss of $2 million for
the same period of 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$3.43 billion in total assets, $4.21 billion in total liabilities,
and a $780 million total deficit.

                           *     *     *

As reported by the TCR on Oct. 10, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit ratings on travel
services provider Travelport Holdings Limited (Travelport
Holdings) and indirect subsidiary Travelport LLC (Travelport) to
'SD' (selective default) from 'CC'.

The downgrades follow the implementation of a capital
restructuring, which was necessary because of the Travelport
group's high leverage, weak liquidity, and the upcoming maturity
of its $693 million (as of end-June 2011) PIK loan in March 2012.
"According to our criteria, we view this restructuring as a
distressed exchange and tantamount to a default (see 'Rating
Implications Of Exchange Offers And Similar Restructurings,
Update,' published May 12, 2009, on RatingsDirect on the Global
Credit Portal)," S&P related.


TSC GLOBAL: Rosner Law Firm, Outten & Golden Launch Class Suit
--------------------------------------------------------------
TRENA WATSON, on behalf of herself and all others similarly
situated, v. TSC GLOBAL, LLC a/k/a MONOMOY HOLDINGS III, LLC,
BARJAN, LLC, BARJAN INTERNATIONAL LIMITED, and TSC PARTNERS, LLC,
Defendants, Adv. Pro No. 12-_____ (Bankr. D. Del.), was brought on
behalf of 500 or so other similarly-situated former employees who
were terminated in a mass layoff or plant closing from the
Defendants' facilities from about Nov. 15, 2011 to about Jan. 23,
2012, and in the months thereafter.  The lawsuit alleges the
employees were not provided 60 days advance written notice of
their terminations by Defendants, as required by the Worker
Adjustment and Retraining Notification Act, 29 U.S.C. Sec. 2101 et
seq.  The Plaintiff and all similarly situated employees seek to
recover 60 days wages and benefits, pursuant to 29 U.S.C. Sec.
2104, from the Defendants.  The Plaintiff asserts that the WARN
claims are entitled to priority status pursuant to the Sec.
507(a)(4)(5) of the Bankruptcy Code.

Ms. Watson worked at the Defendants' facility in Rock Island,
Illinois, until her termination on Jan. 23, 2012.

Non-debtor Defendant TSC Partners, LLC whose principals include
John Wiesehan, Todd Millard, and Daniel Collin, owns a 81.5%
interest in TSC Global.  TSC Global's five-person Board of
Managers includes John Wiesehan, and Todd Millard, principals of
TSC Partner.

Jay Galletly is a principal of TSC Partners and President of TSC
Global, and with John Wiesehan and Todd Millard, controlled and
operated TSC Global and its subsidiaries, including non-debtor
Barjan LLC.

TSC Global wholly owns non-debtor Barjan LLC which from Nov. 15,
2011 to Jan. 23, 2012, employed the Plaintiff and all similarly-
situated employees, who worked at or reported to one of its
Facilities of TSC Global, in particular, the Illinois and
Charlotte Facilities

Attorneys for the Plaintiff and the putative Class are:

          Frederick B. Rosner, Esq.
          Scott J. Leonhardt, Esq.
          THE ROSNER LAW GROUP LLC
          824 Market Street, Suite 810
          Wilmington, DE 19801
          Telephone: 302-777-1111

               - and -

          Jack A. Raisner, Esq.
          Rene S. Roupinian, Esq.
          OUTTEN & GOLDEN LLP
          3 Park Avenue, 29th Floor
          New York, NY 10016
          Telephone: (212) 245-1000

Charlotte, North Carolina-based TSC Global, LLC, aka Monomoy
Holdings III, LLC, and 10 affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 12-10505) on
Feb. 13, 2012, in order to deleverage their capital structure and
restructure operations.  TSC Global estimated $10 million to $50
million in assets and liabilities as of the Chapter 11 filing.

TSC claims to be a leading distributor of consumer brand products
to America's top retailers, travel centers and convenience stores.

The Debtors have tapped McDonald Hopkins LLC as restructuring
counsel, Polsinelli Shugart PC as Delaware local counsel;
Realization Services, Inc., as financial and restructuring
advisors, and Livingston Partners LLC as investment bankers.


TSC GLOBAL: Court Jointly Administers Bankruptcy Cases
------------------------------------------------------
The U.S. Bankruptcy Court granted the request of TSC Global, LLC,
for procedural consolidation and joint administration of its
chapter 11 case with those of affiliates TSC Holdings, LLC, WAM
Development, LLC, TSC Solutions, Inc., TSC Service Group, LLC,
National Tool Warehouse, LLC, Ascend Biotics, Inc., Wire Shelf
Additions, Inc., Mackinaw, Inc., Fort Worth Associates, LLC, and
TSC Sales & Marketing, LLC.  The lead case no. 12-10505.

Charlotte, North Carolina-based TSC Global, LLC, aka Monomoy
Holdings III, LLC, and 10 affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 12-10505) on
Feb. 13, 2012, in order to deleverage their capital structure and
restructure operations.  TSC Global estimated $10 million to $50
million in assets and liabilities as of the Chapter 11 filing.

TSC claims to be a leading distributor of consumer brand products
to America's top retailers, travel centers and convenience stores.

The Debtors have tapped McDonald Hopkins LLC as restructuring
counsel, Polsinelli Shugart PC as Delaware local counsel;
Realization Services, Inc., as financial and restructuring
advisors, and Livingston Partners LLC as investment bankers.


TXU CORP: Bank Debt Trades at 44% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 56.45 cents-on-the-dollar during the week
ended Friday, Feb. 17, 2012, a drop of 3.01 percentage points from
the previous week according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  The Company pays 450
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Oct. 10, 2017, and carries Moody's B2 rating and
Standard & Poor's CCC rating.  The loan is one of the biggest
gainers and losers among 164 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                           About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

Energy Future Holdings Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $710 million on $2.32 billion of operating revenues
for the three months ended Sept. 30, 2011, compared with a net
loss of $2.90 billion on $2.60 billion of operating revenue for
the same period during the prior year.

The Company also reported a net loss of $1.77 billion on $5.67
billion of operating revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $2.97 million on $6.59 billion
of operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $44.02
billion in total assets, $51.68 billion in total liabilities and a
$7.66 billion total deficit.

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                           *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


UAL CORP: Appeals Court Orders Remand Of Dominguez Suit
-------------------------------------------------------
The U.S. Court of Appeals, District of Columbia Circuit ordered
that the judgment of a district court in an antitrust class
action lawsuit captioned Dominguez v. UAL Corporation be vacated
and the case is remanded with directions that the complaint be
dismissed for lack of jurisdiction.

Richard Dominguez brought an antitrust class action against
United Air Lines, Inc. and its parent company UAL Corporation
before the U.S. District Court for the District of Columbia,
challenging their policy prohibiting ticket resale.
Specifically, Mr. Dominguez alleged that United's No Transfer
Policy kept him from buying his tickets at lower prices in
violation of Sections 1 and 2 of the Sherman Act, as well as the
common law prohibition of unjust enrichment.

The District Court concluded that the policy was lawful and
granted summary judgment for United.  Mr. Dominguez now appeals.
He challenged United's policy only as applied to non-stop air
travel between metropolitan Washington, D.C., and the San
Francisco Bay area, which United concedes is the relevant market
for purposes of summary judgment.  Only Mr. Dominguez's flight to
Oakland was in that market.

Acknowledging that "Dominguez's claims of injury are indeed
speculative," the District Court nevertheless concluded that
there was "no need to address standing" because it "ha[d]
concluded as a matter of law that no antitrust violation ha[d]
occurred."  In taking this approach, the District Court erred,
the Appeals Court determined.  The District Court should have
dismissed Mr. Dominguez's lawsuit for lack of jurisdiction
because his alleged injury is too speculative," the Appeals Court
opined.

Among other things, Mr. Dominguez alleged that United's No
Transfer Policy prevented him from buying a less expensive ticket
for his Dulles-to-Oakland flight by foreclosing the emergence of
a secondary market of ticket resellers.  But, the Appeals Court
concluded that no reasonable juror could find that Mr. Dominguez
was overcharged as a result of the policy.

The gaps in the evidence he presented and the nature of the
ticket he bought make Mr. Dominguez's injury "speculative at
best," the Appeals Court determined.  Given the practices of
other airlines and United's own itinerary-change fees, it would
be unreasonable to infer that United would not have charged such
fees, the Appeals Court held.  Moreover, the amount of that fee
would be completely within United's control, the Appeals Court
added.

Upon consideration of its order to show cause filed
January 17, 2012, and the responses thereto, the Appeals Court
ruled that the order to show cause be discharged.  The Appeals
Court further ordered that this sealed opinion dated January 17,
2012, be unsealed.  The Clerk of Court is directed to unseal the
opinion and release it publicly.

A full-text copy of the Opinion dated Jan. 17, 2012 as reissued
on January 27, 2012 is accessible for free at:

            http://ResearchArchives.com/t/s?7784

                         About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan
on Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.  (United Airlines Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


UAL CORP: Hawaii Court Affirms Denial of Kuehu Disability Claims
----------------------------------------------------------------
The Intermediate Court of Appeals of Hawaii affirmed a
February 26, 2010 decision and order of the State of Hawaii Labor
and Industrial Relations Appeals Board determining that Donna W.
Kuehu is not entitled to temporary total disability or TDD
benefits from United Airlines, Inc.

Ms. Kuehu appealed from the Decision and Order, which reversed a
March 19, 2007 Decision of the Director of Labor and Industrial
Relations.  The Director had found that Ms. Kuehu had sustained a
new work-related injury on January 25, 2006.  The Director
awarded medical care and services "as the nature of the 1/25/2006
injury may require and TTD benefits of $34,288 for the period
from January 29, 2006 to January 30, 2007."  Upon appeal by
United, the LIRAB determined that Ms. Kuehu had not suffered a
work-related injury on January 25, 2006, and was not entitled to
Temporary Total Disability Benefits.

Upon review, the Intermediate Court determined that Ms. Kuehu
does not challenge the Board's Findings of Fact No. 35 that found
she "was not exposed to medically significant amounts of
[hydrogen sulfide], and was not exposed to such gas for an
extended period of time on January 25, 2006."

The Intermediate Court further determined that United presented
reliable, probative, and substantial evidence to support the
LIRAB's determination that Ms. Kuehu had not suffered a
compensable work-related injury.  The LIRAB's finding that
Ms. Kuehu's condition was "an undifferentiated somatoform
disorder" and was "not a personal injury that arose out of and in
the course of employment on January 25, 2006" was not clearly
erroneous, the Intermediate Court held.

"We do not disturb LIRAB's decision as to the weight it gave the
witnesses' testimony and reports; thus, the LIRAB's conclusion
that Ms. Kuehu failed to show she had suffered a work-related
injury on January 25, 2006 was not clearly erroneous," the
Intermediate Court opined.  Likewise, the LIRAB did not err in
concluding that Ms. Kuehu was not entitled to TTD, the
Intermediate Court found.

A full-text copy of the January 13, 2012 memorandum of opinion is
accessible for free at: http://ResearchArchives.com/t/s?7785

                         About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan
on Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.  (United Airlines Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


VALENCE TECHNOLOGY: ClearBridge Discloses 5.8% Equity Stake
-----------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, ClearBridge Advisors, LLC, disclosed that, as of
Dec. 31, 2011, it beneficially owns 9,823,506 shares of common
stock of Valence Technology Inc representing 5.85% of the shares
outstanding.  A full-text copy of the regulatory filing is
available for free at http://is.gd/Dd82S5

                      About Valence Technology

Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) --
http://www.valence.com/-- is a global leader in the development
of safe, long-life lithium iron magnesium phosphate energy storage
solutions and provides the enabling technology behind some of the
world's most innovative and environmentally friendly applications.
Valence Technology has its Research & Development Center in
Nevada, its Europe/Asia Pacific Sales office in Northern Ireland
and global fulfillment centers in North America and Europe.

The Company reported a net loss of $12.68 million on
$45.88 million of revenue for the year ended March 31, 2011,
compared with a net loss of $23.01 million on $16.08 million of
revenue during the prior year.

The Company reported a net loss of $10.07 million on $31.05
million of revenue for the nine months ended Dec. 31, 2011,
compared with a net loss of $10.19 million on $31.97 million of
revenue for the same period a year ago.

The Company's balance sheet at Dec. 31, 2011, showed $35.71
million in total assets, $86.30 million in total liabilities,
$8.61 million in redeemable preferred stock, and a $59.20 million
total stockholders' deficit.

                          Going Concern

As a result of the Company's limited cash resources and history of
operating losses there is substantial doubt about its ability to
continue as a going concern.  The Company presently has no further
commitments for financing by its Chairman Carl Berg and or his
affiliates.  Recently, the Company has depended on sales of its
common stock under the At-Market Issuance Agreement with Wm. Smith
& Co and short term loans and stock sales with Mr. Berg.  If the
Company is unable to obtain additional financing from Mr. Berg,
through its agreement with Wm. Smith & Co, or others on terms
acceptable to the Company, or at all, the Company may be forced to
cease all operations and liquidate its assets.

As reported by the TCR on June 3, 2011, PMB Helin Donovan, LLP, in
Austin, Texas, noted that Company's recurring losses from
operations, negative cash flows from operations and net
stockholders' capital deficiency raise substantial doubt about its
ability to continue as a going concern.


VILLA D'ESTE: Court Disapproves Elaine D. Estingoff as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of California denied
Villa D'Este LP's request to employ Elaine D. Estingoff, Esq., as
restructuring and bankruptcy counsel.

As reported in the Troubled Company Reporter on Dec. 12, 2011, Ms.
Estingoff's firm will bill for her services at $300 per hour
and for any paralegal at $100 per hour.

Dililp K. Ram, operating manager of the general partner, attested
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                        About Villa D'Este

Villa D'Este LP, in Los Angeles, California, filed for Chapter 11
bankruptcy (Bankr. C.D. Calif. Case No. 11-21488) on Sept. 28,
2011.  Judge Victoria S. Kaufman presides over the case. The Law
Office of Elaine D. Etingoff -- elaineetingoff@gmail.com -- serves
as the Debtor's counsel.  In its petition, the Debtor estimated
$10 million to $50 million in assets and debts.  The petition was
signed by Phillip Ram, operating manager of general partner.

Affiliates that previously filed separate Chapter 11 petitions
are: Norman Salter (Bankr. C.D. Calif. Case No. 09-11653) on Feb.
17, 2009; and Phillip Ram, aka Dilip K. Ram (Bankr. C.D. Calif.
Case No. 09-10969) on Jan. 21, 2009.

Secured lender Bank of America is represented by Patricia H. Lyon,
Esq., and Celine Mui, Esq. -- phlyon@frenchandlyon.com and
cmui@frenchandlyon.com -- at French & Lyon PC.


VILLA D'ESTE: Chapter 11 Case Dismissed, to Pay $975 Unpaid Fees
----------------------------------------------------------------
The Hon. Victoria Kaufman of the U.S. Bankruptcy Court for the
District of California dismissed the Chapter 11 case of Villa
D'Este LP.

Peter C. Anderson, the U.S. Trustee has requested that the Court
dismiss or convert the Debtor's case to one under Chapter 7 of the
Bankruptcy Code.

The Court also ordered that the Debtor must pay for unpaid United
States Trustee Quarterly Fees, in the amount of $975 together with
interest thereon.

The U.S. Trustee is represented by:

         Jennifer L. Braun, Esq.
         Assistant United States Trustee
         OFFICE OF THE UNITED STATES TRUSTEE
         21051 Warner Center Lane, Suite 115
         Woodland Hills, CA 91367
         Tel: (818) 716-8800
         Fax: (818) 716-1576
         E-mail: jennifer.l.braun@usdoj.gov

                        About Villa D'Este

Villa D'Este LP, in Los Angeles, California, filed for Chapter 11
bankruptcy (Bankr. C.D. Calif. Case No. 11-21488) on Sept. 28,
2011.  Judge Victoria S. Kaufman presides over the case. The Law
Office of Elaine D. Etingoff -- elaineetingoff@gmail.com -- serves
as the Debtor's counsel.  In its petition, the Debtor estimated
$10 million to $50 million in assets and debts.  The petition was
signed by Phillip Ram, operating manager of general partner.

Affiliates that previously filed separate Chapter 11 petitions
are: Norman Salter (Bankr. C.D. Calif. Case No. 09-11653) on Feb.
17, 2009; and Phillip Ram, aka Dilip K. Ram (Bankr. C.D. Calif.
Case No. 09-10969) on Jan. 21, 2009.

Secured lender Bank of America is represented by Patricia H. Lyon,
Esq., and Celine Mui, Esq. -- phlyon@frenchandlyon.com and
cmui@frenchandlyon.com -- at French & Lyon PC.


VITESSE SEMICONDUCTOR: Aristeia Discloses 5.7% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Aristeia Capital, L.L.C, disclosed that, as
of Dec. 31, 2011, it beneficially owns 1,546,889 shares of common
stock of Vitesse Semiconductor Corporation representing 5.79% of
the shares outstanding.  A full-text copy of the regulatory filing
is available at http://is.gd/nqZTbn

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

Vitesse Semiconductor Corporation filed with the U.S. Securities
and Exchange Commission, its Annual Report on Form 10-K reporting
a net loss of $14.81 million on $140.96 million of net revenues
for the year ended Sept. 30, 2011, compared with a net loss of
$20.05 million on $165.99 million of net revenues during the prior
year.

The Company's balance sheet at Dec. 31, 2011, showed $58.84
million in total assets, $87.25 million in total liabilities and a
$28.41 million total stockholders' deficit.


VITESSE SEMICONDUCTOR: Whitebox Advisors Holds 9.9% Equity Stake
----------------------------------------------------------------
Whitebox Advisors, 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
2,690,690 shares of common stock of Vitesse Semiconductor
Corporation representing 9.9% of the shares outstanding.  A full-
text copy of the regulatory filing is available for free at:

                        http://is.gd/kciomY

                            About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

Vitesse Semiconductor Corporation filed with the U.S. Securities
and Exchange Commission, its Annual Report on Form 10-K reporting
a net loss of $14.81 million on $140.96 million of net revenues
for the year ended Sept. 30, 2011, compared with a net loss of
$20.05 million on $165.99 million of net revenues during the prior
year.

The Company's balance sheet at Dec. 31, 2011, showed $58.84
million in total assets, $87.25 million in total liabilities and a
$28.41 million total stockholders' deficit.


WEIGHT WATCHERS: S&P Affirms 'BB' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'BB' corporate
credit rating on New York City-based Weight Watchers International
Inc. "We are revising our outlook to negative from stable," S&P
said.

"We are affirming our 'BB+' senior secured issue-level rating on
the company's existing secured debt. The recovery rating on the
company's secured debt remains '2', indicating our expectation for
substantial recovery (70% to 90%) of principal in the event of a
payment default; however, we do recognize the lowered recovery
prospects given the incremental debt and believe recovery
prospects are now at the low end of this range," S&P said.

"In accordance with our criteria, we assume that a sponsor-owned
issuer's leverage may increase in the future, it is very unlikely
for one to achieve a rating higher than in the 'B' category. While
we recognize the majority ownership (approximately 52%) by a
private equity sponsor, we believe the 48% public ownership of WWI
mitigates the risk of leverage (as measured by the ratio of
adjusted total debt to EBITDA) increasing above 4.5x," S&P said.

As of Dec. 31, 2011, the company reported about $1 billion of debt
outstanding.

"The outlook revision to negative is reflective of Weight Watchers
International Inc.'s (WWI's) aggressive financial policy and
resulting deterioration in credit protection measures following
the proposed share repurchase transactions. However, the
affirmation of the corporate credit rating reflects our belief
that the company's operating performance will remain strong; that
WWI will apply free cash flow to reduce debt expeditiously, and
strengthen credit measures to levels more indicative of a
'significant' financial risk profile (as our criteria define the
term) over the next year. We believe the aggregate $1.5 billion
debt-financed share repurchases (influenced, in our view, by Artal
Holdings Sp. Z o.o. Succursale de Luxembourg, the majority owner
with controlling interest of the board), signifies an aggressive
financial policy. In addition, in 2007 the company executed a
similar share repurchase that increased leverage to the mid-4x
area (the company subsequently reduced leverage). By our estimate,
at closing, the company's leverage will increase to the 4.5x area,
from under 2x as of the fiscal year ended Dec. 31, 2011. We
forecast 2012 year-end leverage in the high-3x area based on our
projections that assume mid-single-digit revenue growth,
approximately 31% EBITDA margins, over $350 million in free cash
flow generation, and debt repayment of about $250 million," S&P
said.

"We could revise the outlook to stable if the company were to
demonstrate steady repayment of debt and continued EBITDA growth
such that leverage were to decrease toward the 3.5x area," said
Standard & Poor's credit analyst Nalini Saxena. "At current EBITDA
levels (as of Dec. 31, 2011) we estimate the company would need to
repay about $650 million of debt to reach this."

"The corporate credit rating on WWI reflects our assessment that
the company's business risk profile remains 'fair' and its
financial risk profile 'aggressive.' In assessing financial risk,
we take into consideration Artal's majority ownership and board
control--and influence on financial governance--while recognizing
the company's significant and rather predictable cash flow
generation. Our business risk profile assessment incorporates our
view that WWI will maintain its standing as a highly recognizable
brand with a solid market position, international presence in a
growing global market, and favorable demographic trends, as well
as the company's narrow business focus (albeit with recently
broadening service offerings) in the highly competitive weight-
loss industry, and its sensitivity to consumer discretionary
spending," S&P said.


WESTSIDE MEDICAL: Committee Taps Irell & Manella as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Westside Medical Park, LLC, asks the U.S. Bankruptcy Court
for the Central District of California for permission to retain
Irell & Manella LLP as counsel.

Howard J. Steinberg. a partner at I&M, tells the Court that his
hourly rate is $950, however, he agreed  to reduce his hourly rate
to 825.  He adds that the reduced hourly rates of other personnel
are:

                              Standard Rate    Reduced Rate
                              -------------    ------------
   Kimberly Bick, associate        $675            $595
   Lori Gauthier, senior
     legal assistant               $270            $250

Mr. Steinberg assures the Court that the firm has no interest
materially adverse to the interests of the Debtor's estate or of
any class of creditors in the Debtor's case.

The firm can be reached at:

         Howard J. Steinberg, Esq.
         Kimberly L. Bick, Esq.
         IRELL & MANELLA LLP
         1800 Avenue of the Stars, Suite 900
         Los Angeles, CA 90067-4276
         Tel: (310) 277-1010
         Fax: (310) 203-7199
         E-mail: hsteinberg@irell.com
                 kbick@irell.com

                       About Westside Medical

Los Angeles, California-based Westside Medical Park, LLC, filed
for Chapter 11 bankruptcy protection on November 3, 2010 (Bankr.
C.D. Calif. Case No. 10-57457).  John P. Kreis, P.C., is the
Debtor's general bankruptcy counsel.  Garfield & Tepper serves as
special litigation counsel.  Peregrine Realty Partners has been
tapped as appraiser.  The Debtor estimated assets and debts at $50
million to $100 million as of the Chapter 11 filing.

On Dec. 28, 2010, Peter C. Anderson, the U.S. Trustee, appointed
four creditors to serve in the Official Committee of Unsecured
Creditors in the Debtor's case.


WESTSIDE MEDICAL: Plan Outline Hearing Continued Until Feb. 23
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a stipulation continuing until Feb. 23, 2012, at
1:30 p.m., the hearing to consider adequacy of the Disclosure
Statement explaining Westside Medical Park, LLC' Liquidating Plan
Of Reorganization.

The stipulation was entered between the Debtor and the Official
Committee of Unsecured Creditors

As reported in the Troubled Company Reporter on Jan. 18, 2012, the
Plan dated Dec. 21, 2011, lists the sources of money earmarked to
pay creditors.  No payments to interest holders will be made.
Sources of distribution to creditors will be (i) cash on hand,
which totaled $666,770 as of Nov. 30, 2011; and (ii) any recovery
generated from "avoidance power actions" and litigation, all of
which will be pursued by the Official Committee of Unsecured
Creditors.

The Debtor owned real estate properties in California intended to
be developed primarily for health care uses, but defaulted on a
$61 million debt in November 2011.  The Debtor thus sought
bankruptcy protection to try to preserve value for unsecured
creditors.

Most likely, general unsecured creditors can expect payments to
commence within 30 days after entry of a final unappealable order
confirming the Debtor's liquidating plan.

The Debtor calculates the claims of general unsecured creditors
aggregate $1,143,846.  Under the Plan, unsecured creditors will
receive pro rata distributions from the Available Cash and any
recovery from any Avoidance Power Action or litigation.

A copy of the Disclosure Statement dated Dec. 21 is available for
free at http://bankrupt.com/misc/WESTSIDEMEDICAL_DiscStmDec21.PDF

                       About Westside Medical

Los Angeles, California-based Westside Medical Park, LLC, filed
for Chapter 11 bankruptcy protection on November 3, 2010 (Bankr.
C.D. Calif. Case No. 10-57457).  John P. Kreis, P.C., is the
Debtor's general bankruptcy counsel.  Garfield & Tepper serves as
special litigation counsel.  Peregrine Realty Partners has been
tapped as appraiser.  The Debtor estimated assets and debts at $50
million to $100 million as of the Chapter 11 filing.

On Dec. 28, 2010, Peter C. Anderson, the U.S. Trustee, appointed
these entities to serve in the Official Committee of Unsecured
Creditors in the Debtor's case.  Irell & Manella LLP represents
the Committee.


WHITE KNOLL VENTURE: Hires Fredman Knupfer as Bankruptcy Counsel
----------------------------------------------------------------
White Knoll Venture Ltd., seeks Bankruptcy Court permission
to hire Fredman Knupfer Lieberman LLP as its general bankruptcy
and reorganization counsel.

The firm's professionals and their hourly rates are:

     Howard S. Fredman                 $425 per hour
     Nancy Knupfer                     $450 per hour
     Marc. A. Lieberman                $435 per hour
     Mark J. Pearl                     $425 per hour
     Alan W. Forsley                   $365 per hour
     Legal Assistant                   $135 per hour
     Heavy data entry and              $425 per hour
       Secretarial overtime             $45 per hour

Prior to the petition date, the Debtor gave the firm a $8,546
retainer.

Marc A. Lieberman, Esq., a principal at the firm, attests that his
firm has no connection with any insider or creditor of the Debtors
that would disqualify the firm from representing the Company.

White Knoll Venture, Ltd., filed a bare-bones Chapter 11 petition
(Bankr. C.D. Calif. Case No. 12-14737) on Feb. 9, 2012.  White
Knoll, which claims to be a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B), estimated up to $50 million in assets and
up to $10 million in liabilities.  Judge Peter Carroll oversees
the case.  The petition was signed by Manuel Meza, president of
Creative Environments of Hollywood, Inc., general partner.


WHITE KNOLL VENTURE: Sec. 341 Creditors' Meeting Set for March 15
-----------------------------------------------------------------
The United States Trustee in Los Angeles, California, will hold
a Meeting of Creditors pursuant to Sec. 341(a) of the Bankruptcy
Code in the Chapter 11 case of White Knoll Venture, Ltd., on
March 15, 2012, at 1:15 p.m. at RM 2610, 725 S Figueroa St.

The last day to oppose discharge or dischargeability in the case
is May 14, 2012.

White Knoll Venture, Ltd., filed a bare-bones Chapter 11 petition
(Bankr. C.D. Calif. Case No. 12-14737) on Feb. 9, 2012.  White
Knoll, which claims to be a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B), estimated up to $50 million in assets and
up to $10 million in liabilities.  Judge Peter Carroll oversees
the case.  The petition was signed by Manuel Meza, president of
Creative Environments of Hollywood, Inc., general partner.


WHITESTONE HOUSTON: Montgomery County Lot to Be Auctioned
---------------------------------------------------------
Cindy Horswell, writing for The Houston Chronicle, reports that a
U.S. bankruptcy court in Sherman, Texas, will decide March 5,
2012, on the fate of real estate investor John Marlin's 1,564-acre
tract in Montgomery County that he planned to use for the 500-acre
theme park and 1,064-acre residential development.

Ms. Horswell notes Mr. Marlin heads Whitestone Houston Land Ltd.

According to the report, two groups that had been working closely
with Mr. Marlin in pursuit of the theme park -- East Montgomery
County Improvement District and Contour Entertainment -- are
joining forces to try to buy the land and establish a new
developer.

The report says the court has set a minimum purchase price of
$10 million, which is about half what Mr. Marlin originally paid
for the land.  Completion of the project is estimated to cost
about $500 million.

Based in Dallas, Texas, Whitestone Houston Land, Ltd., is a
limited partnership whose general partner is Whitestone Houston
Holdings LLC.  Whitestone Houston Land filed for Chapter 11
protection (Bankr. E.D. Tex. Case No. 11-42400) on Aug. 1, 2011.
Joyce W. Lindauer, Esq., represents the Debtor.  The Debtor listed
assets of between $1 million and $10 million, and debts of
$10 million and $50 million.


WHITTON CORP: Collateral Valuation Hearing Continued Until March 7
------------------------------------------------------------------
The Hon. Bruce A. Markell of the U.S. Bankruptcy Court for the
District of Nevada approved a stipulation continuing until
March 7, 2012, at 9:30 a.m., the status hearing on the valuation
motion for status purposes only.

The stipulation was entered among Whitton Corporation, GSMS 2004-
GG2 Sparks Industrial, LLC, and German American Capital
Corporation.

The hearing was previously set for Feb. 8, a.m.

The Debtor requested for a valuation concerning certain of its
real property assets:

   -- properties located at 155 Glendale Avenue in Sparks, Nevada
   and located at 1220 and 1250 Glendale in Sparks, Nevada,  which
   are subject to liens held by German American Capital
   Corporation; and

   -- properties located at 1215 and 1275 Kleppe Lane and 1455
   Deming Way in Sparks, Nevada, which are subject to liens held
   by GSMS 2004-GG2 Sparks Industrial, LLC.

                    About Whitton Corporation

Henderson, Nevada-based Whitton Corporation filed for Chapter 11
bankruptcy protection (Bankr. D. Nev. Case No. 10-32680) on
Dec. 5, 2010.  Hal L. Baume, Esq., Brett A. Axelrod, Esq., and
Anne M. Loraditch, Esq., at Fox Rothschild LLP, in Las Vegas,
Nev., serve as the Debtor's bankruptcy counsel.  The Debtor
disclosed $19,967,668 in assets and $37,949,426 in liabilities as
of the Chapter 11 filing.

South Tech Simmons 3040C, LLC, filed a separate petition (Bank. D.
Nev. Case No. 10-32857) on Dec. 8, 2010.


WOODRIDGE VILLAS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Woodridge Villas, Inc.
        1591 Chartered Circle
        Las Vegas, NV 89101-1557

Bankruptcy Case No.: 12-11795

Chapter 11 Petition Date: February 17, 2012

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Matthew L. Johnson, Esq.
                  MATTHEW L. JOHNSON & ASSOCIATES, P.C.
                  8831 W. Sahara Ave.
                  Las Vegas, NV 89117
                  Tel: (702) 471-0065
                  Fax: (702) 471-0075
                  E-mail: mjohnson@mjohnsonlaw.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/nvb12-11795.pdf

The petition was signed by Albert K. Lin, director, president,
secretary, treasurer.


W.R. GRACE: Proposes to Settle Otis Pipeline Disputes
------------------------------------------------------
W.R. Grace & Co. and its debtor affiliates seek authority from
Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware to enter into and perform under a consent
decree with the U.S. Government and a private parties settlement.

The parties to the Consent Decree and the Private Parties
Settlement are:

  -- Debtors W.R. Grace & Co., W.R. Grace & Co.-Conn., and Grace
     Energy Corporation;

  -- the U.S. Government, including the U.S. Air Force, the U.S.
     Army and other agencies, branches and department of the
     federal government;

  -- NuStar Pipeline Operating Partnership L.P., f/k/a Kaneb
     Pipeline Operating Partnership, NuStar Energy L.P., NuStar
     Terminals Services, f/k/a Support Terminal Services, Inc.,
     and NuStar Terminals Operations Partnership L.P.; and

  -- Samson Investment Company and SGH Enterprises, Inc., f/k/a
     Samson Hydrocarbons Company.

The Settlement fully and finally resolves longstanding disputes
among the Parties with respect to certain alleged environmental
contamination and response costs in connection with a site on Cape
Cod, Massachusetts, according to the Debtors' counsel, Adam Paul,
Esq., at Kirkland & Ellis LLP, in Chicago, Illinois.

The dispute concerns certain hydrocarbon-related contaminants in
the sole source aquifer for Cape Cod, Massachusetts.  The U.S.
Government alleges that a jet fuel and aviation gasoline pipeline,
known as the Otis Pipeline, running from a terminal at the Cape
Cod Canal to the Otis Air Force Base on the Massachusetts Military
Reservation spilled fuel in at least two locations at the MMR in
the late 1960s or early 1970s and that the fuel contaminated the
groundwater.  The MMR and areas into which contamination has
migrated therefrom have been designated a federally-listed
Superfund site.  The U.S. Government alleges that two of the
plumes of contamination, called FS-12 and FS-13, originated from
the pipeline at the MMR and have impacted and are impacting
groundwater flowing under or off the MMR.

The United States military, under the direction of the National
Guard Bureau and the Air Force Center for Engineering and the
Environment, formerly known as the Air Force Center for
Environmental Excellence, have installed expensive air sparging
and pump-and-treat systems to extract contaminants, like ethylene
dibromide and benzene, from the groundwater, Mr. Paul tells the
Court.

The pipeline and terminal were built in 1965 and operated by
Standard Transmission Corporation, which was acquired by Cleary
Petroleum Corporation in 1971.  Through several corporate
transactions, Cleary became a subsidiary of W. R. Grace & Co.-
Conn., and later became a subsidiary of Debtor Grace Energy
Corporation.  In 1978, Grace allegedly transferred assets relating
to the military pipeline business of the Standard Transmission
Division of Cleary to Standard Transpipe Corp., a newly formed
subsidiary.  Cleary later changed its name to Grace Petroleum
Corporation.

In 1993, Grace Energy sold Standard Transpipe Corp. to Kaneb
Pipeline Operating Partnership, L.P., which transaction involved
the merger of Standard Transpipe into Support Terminal Services,
Inc., and the sale of Support Terminal to Kaneb Pipeline Operating
Partnership, L.P.  Support Terminal is now known as NuStar
Terminals Services, Inc., and Kaneb Pipeline is now known as
NuStar Pipeline Operating Partnership L.P.  Also in 1993, Grace
Energy sold Grace Petroleum to Samson Investment Company.  Grace
Petroleum changed its name to Samson Natural Gas Company.  Samson
Natural Gas changed its name to SNG Production Company.  SNG
Production changed its name to Samson Hydrocarbons Company, which
also changed its name to SGH Enterprises, Inc.

In the 1990s, the federal government began addressing the
contamination allegedly associated with FS-12 and FS-13.  The
Government alleges that the federal government has spent in excess
of $54 million to date investigating and remediating the FS-12
groundwater contamination and that the present value of what it
will continue to spend in the future is approximately $17 million,
for a total of more than $70 million attributable to
FS-12.  The Government also alleges that the federal government
has incurred substantial costs relating to FS-13.  The Government
adds that Standard Transmission "caused" the contamination within
the meaning of the Massachusetts Oil and Hazardous Material
Release Prevention Act.  The Government further alleges that
NuStar TS and Samson Hydrocarbons, as successors of Standard
Transpipe Corp. and Grace Petroleum, are jointly and severally
liable for the entire costs of this remedial effort.

Samson Hydrocarbons argues that Grace Energy's contract for the
sale of Grace Petroleum to Samson Investment, as well as other
agreements, contain indemnity provisions requiring indemnity for
the claims made by the U.S. Government.  Samson Hydrocarbons filed
several proofs of claim against Grace in the Debtors' bankruptcy
cases identified Claim Nos. 13946, 13947, 18518, 18520, 18521,
18526, and 18527, as amended.  In its claims, Samson Hydrocarbons
asserts indemnity claims against the Debtors for, among other
things, the full amount of the U.S. Government's Otis Pipeline
claim, for any other claim arising out of the Otis Pipeline
facilities or operations, and for defense costs.  Samson
Hydrocarbons also asserts claims unrelated to the Otis Pipeline,
which are not the subject of this Motion.

Grace Energy brought a lawsuit against Kaneb Pipe Line Operating
Partnership, L.P. and Support Terminal Services, Inc., claiming
that the liabilities associated with the Otis Pipeline are owned
by and the responsibility of Kaneb and its affiliates, as the
successors of Standard Transmission Corporation and all of its
liabilities.  After a partial summary judgment and a successful
jury trial in 2000, Grace Energy obtained a judgment against
Kaneb, et al., declaring that the Otis Pipeline assets and
liabilities, if any, were conveyed to what is now a NuStar entity.
Kaneb, et al., appealed the judgment, and Grace Energy also
appealed to complain about certain aspects of the judgment.  The
appeal was abated due to the Grace bankruptcy proceeding.

In 2001-2002, the U.S. Department of Justice on behalf of the
Government, sent letters to counsel for Samson Hydrocarbons and
NuStar TS stating that it would file a lawsuit against them in
Boston, Massachusetts, to recover all costs incurred in connection
with the cleanup of FS-12 and FS-13 and indicating that the U.S.
would be willing to engage in settlement negotiations.  The
Massachusetts General Laws require that parties to a cleanup
dispute confer in good faith prior to the plaintiff bringing a
lawsuit.  To comply with the good faith requirements of the
statute, the Parties agreed to mediate.  The Government, Grace,
Samson Hydrocarbons, and NuStar selected a mediator and engaged in
mediation involving multiple meetings and a site visit, spanning
July, August, September, and October 2009.  Ultimately the parties
were successful in negotiating a settlement, which is embodied in
the Consent Decree and the Private Parties Agreement.

                      Proposed Settlement

Among other things, the Consent Decree:

  (a) resolves the U.S. Government's claims and potential claims
      against the Private Parties for the matters addressed in
      the Consent Decree relating to the Otis Pipeline, by
      providing a covenant not to sue by the U.S. Government for
      those matters in exchange for the payment to the U.S.
      Government of $21,000,000, plus interest from November 15,
      2009, through the date of payment;

  (b) resolves Samson Hydrocarbons' claims for indemnification
      by Grace for claims and potential claims of the U.S.
      Government against Samson Hydrocarbons relating to the
      Otis Pipeline by providing that, upon the effective date
      of the Consent Decree, Samson Hydrocarbons will have the
      Samson Hydrocarbons Allowed Otis Claim against Grace for
      $7,440,000, plus interest from November 15, 2009, through
      the date of payment, which Samson Hydrocarbons will assign
      to the U.S. Government; and

  (c) provides for the funding of the settlement payment to the
      U.S. Government as:

      * NuStar will pay $11,700,000, plus applicable interest;

      * Grace will pay $7,440,000, plus applicable interest, in
        fulfillment of the Samson Hydrocarbons Allowed Otis
        Claim; and

      * Samson Hydrocarbons will pay $1,860,000, plus applicable
        interest, all payments as directed by the Consent Decree
        and Private Parties Agreement and liability for each
        payment being several and not joint.

The Private Parties Agreement resolves all differences among the
Debtors, the NuStar Entities and the Samson Entities arising out
of their claims relating to Otis Pipeline liabilities in return
for, among other things, the arrangement by which the monetary
obligations to the federal government will be funded by the
Debtors, Samson Hydrocarbons, and NuStar.  The Private Parties
Agreement also contains agreements concerning potential future
liabilities, if any, related to the Otis Pipeline.

Grace Energy and Kaneb will file a motion with the Texas appellate
court asking that the judgment in the Kaneb lawsuit be vacated and
the case dismissed, ending a 13 year-long litigation.  NuStar will
also withdraw its objection to the Debtors' plan of
reorganization.  Part of the consideration being paid by the
Debtors towards the Consent Decree settlement is specifically for
NuStar's agreement, with respect to the Otis Pipeline and the MMR,
not to pursue any rights under any insurance policies NuStar had
or believed it had as successor of Grace's former subsidiary.
NuStar contends that those policies might provide it defense,
indemnity or other rights relating to Otis Pipeline liabilities.
NuStar has filed a motion to lift stay in the Bankruptcy Court,
which was denied without prejudice, to pursue coverage under some
25 insurance policies, many of which have been settled pursuant to
agreements containing claw-back provisions which, in the event the
insurer pays any claims to NuStar, would entitle the insurer to
seek repayment of the amounts paid from the Debtors.

All disputes among the Debtors, NuStar and Samson Hydrocarbons
pertaining to the claims of the Government against NuStar and
Samson Hydrocarbons that in general terms relate to (i) the
construction, installation, operation of and abandonment of the
Otis Pipeline which is located, in part, on a portion of the MMR;
(ii) alleged releases from the Otis Pipeline; (iii) remediation of
the releases that the U.S. attributes to the Otis Pipeline, and
(iv) all U.S. natural resource damage claims related to the Otis
Pipeline, including the disputes relating to the portion of Samson
Hydrocarbons Otis Pipeline Related Claims pertaining to the U.S.
Claims, and methods for handling future claims, are also settled
and resolved.

Samson Hydrocarbons is granted an allowed claim for $7.44 million
on account of the portion of the Samson Hydrocarbons Proofs of
Claim pertaining to the U.S. Claims bearing interest from November
15, 2009, through the date of payment, compounded annually, which
will be assigned to the U.S. under the terms set forth in the
Consent Decree and the Private Parties Agreement.  Likewise, all
disputes between NuStar and Samson Hydrocarbons relating to the
U.S. Claims are resolved.

According to Doug Karson, a spokesman for the Air Force, FS-13 was
never designated as a plume and only required monitoring, not
treatment, Cape Cod Times reported.  Mr. Karson said monitoring
continues to show that the contamination in FS-13 is localized and
has decreased over time.

The Cape Cod Times also quoted Mr. Karson as saying that it is
unclear how the money from the Otis settlement would be used.  He
added that officials with the Air Force cleanup program at the
Upper Cape base could not comment on the proposed settlement
because it had not yet been approved by a judge.

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

A hearing to consider approval of the Settlement will be held on
March 28, 2012, at 9:00 a.m.  Objections are due March 2.

                    About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Offers $19.5-Mil. Medical Trust for Libby Claimants
---------------------------------------------------------------
W.R. Grace & Co., on Jan. 31, 2012, entered into a proposed
agreement requiring the Company to turn the currently Grace-funded
Libby Medical Program over to a locally administered trust, and to
fund the trust with $19.5 million.

Grace created the Libby Medical Program for people who were
sickened by asbestos exposure from the company's now-shuttered
vermiculite plant in Libby, Mont.  Grace created the program in
2000, after news reports first documented the widespread disease
and deaths among residents of the northwestern Montana town, and
has spent more than $20 million.

Jon Heberling, the attorney representing the Libby claimants, said
on January 31 that the Libby Medical Plan Trust would ensure that
the company doesn't terminate the Libby Medical Program, the
Associated Press reported.

The Libby Medical Program is a voluntary plan that can be
terminated whenever Grace chooses, though it has operated while
bankruptcy proceedings have gone on since 2001.

"The settlement removes that uncertainty," Mr. Heberling told the
Daily Inter Lake (http://bit.ly/ymUAUP). "When final settlement
documents are approved by the bankruptcy court, all objections to
the plan of reorganization from the Libby claimants will be
settled and will be withdrawn."

Claimants also will be eligible to receive distributions from the
separate Asbestos Personal Injury Trust to be established as part
of Grace's reorganization plan, Mr. Heberling said.

The Company said in a statement that the money for the trusts will
come from a variety of sources, including cash, insurance, stock,
payments from third parties, and deferred payment obligations.

Grace said that its reorganization plan had been approved by the
U.S. District Court of Delaware but is subject to appeal.  The
settlements also are subject to the approval of the Libby
claimants.

The bankruptcy agreement comes four months after a Montana judge
approved a $43 million settlement for 1,128 asbestos victims who
said state officials knew that dust from the mine was killing
people but failed to intervene.

That settlement stems from more than 200 lawsuits brought against
Montana agencies for failing to protect victims in Libby.  The
state claimed in its defense that it had no legal obligation to
provide warning of the mine's dangers.

An estimated 400 people have been killed by asbestos released from
the vermiculite mine.  Lethal dust from the mine once blanketed
the small community about 40 miles south of the Canadian border,
and asbestos illnesses were still being diagnosed more than two
decades after the mine was shuttered.

The Center for Asbestos Related Diseases in Libby has a caseload
of more than 2,800 patients with asbestos disease and is adding
more patients.

                    About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Renews Application to Hire PwC as Accountants
---------------------------------------------------------
On Nov. 14, 2011, W.R. Grace & Co. and its affiliates filed their
application asking the U.S. Bankruptcy Court for the District of
Delaware for an order amending its previous order authorizing the
employment and retention of PricewaterhouseCoopers LLP as
independent accountants and auditors to the Debtors by waiving the
requirement that PwC bill activities in tenth of an hour units and
authorizing PwC to record and submit a summary time report kept in
one hour increments in its fee applications, thereby, resulting in
substantial savings to the Debtors' bankruptcy estates.  No party-
in-interest objected to the Application.

A hearing was held on the Application on December 19, 2011.  At
the Hearing, the Bankruptcy Court stated that the Application
could be renewed in its current form in the event the U.S.
District Court for the District of Delaware confirmed the Debtors'
Plan of Reorganization.  Thus, the Bankruptcy Court did not rule
on the Application at the Hearing, but continued the Application
to the January 23, 2012 omnibus hearing, and further continued the
Application to the February 27, 2012 omnibus hearing after the
January 23, 2012 omnibus hearing was cancelled.

On January 31, 2012, the District Court issued a memorandum
opinion and entered an order confirming the Debtors' Plan and
affirming and adopting in all respects this Court's findings of
fact and conclusions of law.  Thus, at this time the Debtors renew
the Application, and ask the Bankruptcy Court to grant the
Application.

As previously reported, the Debtors assert that PwC's continued
compliance with the Six Minute Increments Requirement is an
additional expense for them because it is not the general practice
of PwC to keep detailed time records similar to those customarily
kept by restructuring attorneys so as to comply with the Six
Minute Increments Requirement.  She says that to comply with the
Six Minute Increments Requirement, PwC has had to institute a
special timekeeping record system for all professionals and
paraprofessionals recording time concerning the Debtors' Chapter
11 Cases.

                    About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


YELLOWSTONE MOUNTAIN: Founder Sues Cushman, Credit Suisse for $2BB
------------------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that Yellowstone
Mountain Club LLC's former owner on Tuesday filed a $2 billion
suit accusing Cushman & Wakefield Inc. and Credit Suisse Group AG
of overvaluing the property and extending a $375 million predatory
loan in a racketeering scheme to take over the Montana resort.

In a complaint filed in the District of Colorado, Timothy L.
Blixseth, who co-founded the bankrupt luxury ski and golf resort
with his ex-wife Edra Blixseth, said Cushman & Wakefield used
questionable appraisal techniques, Law360 relates.

                      About Yellowstone Mountain

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy (Bankr. D. Montana, Case No. 08-61570) on Nov. 10,
2008.  The Company's owner affiliate, Edra D. Blixseth, filed for
Chapter 11 relief on March 27, 2009 (Case No. 09-60452).

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners LLC acquired equity ownership in the reorganized
Club for $115 million.

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented the Debtors.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer; and James H. Cossitt, Esq., as counsel.  Credit Suisse,
the prepetition first lien lender, was represented by Skadden,
Arps, Slate, Meagher & Flom.


ZOGENIX INC: FMR LLC Discloses 9.8% 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 6,408,467 shares
of common stock of Zogenix Inc. representing 9.831% of the shares
outstanding.  A full-text copy of the regulatory filing is
available at http://is.gd/zLgARz

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

As reported in the TCR on March 8, 2011, Ernst & Young LLP, in San
Diego, Calif., expressed substantial doubt about Zogenix's ability
to continue as a going concern, following the Company's 2010
results.  The independent auditors noted that of the Company's
recurring losses from operations and lack of sufficient working
capital.

The Company also reported a net loss of $60.19 million on
$29.67 million of total revenue for the nine months ended Sept.
30, 2011, compared with a net loss of $71.42 million on $14.63
million of total revenue for the same period during the prior
year.

The Company's balance sheet at Sept. 30, 2011, showed
$116.88 million in total assets, $86.71 million in total
liabilities and $30.16 million in total stockholders' equity.


* Christine Swanick Joins Sheppard Mullin New York
--------------------------------------------------
Christine L. Swanick has joined Sheppard, Mullin, Richter &
Hampton LLP as a partner in the firm's Finance and Bankruptcy
practice group, and will be based in the firm's New York office.
Swanick joins from Dorsey & Whitney in New York, where she co-
chaired the firm's Indian Law group.

Ms. Swanick concentrates her practice in the area of commercial
financing and other credit transactions, including commercial
loans, syndicated credit facilities, note and bond financings and
debt restructurings, especially in the area of Native American
tribe-related financing projects.  She also represents tribes and
entities doing business with tribes in contractual, gaming,
regulatory and economic development matters.  Prior to joining
Dorsey, Swanick practiced as an in-house attorney for tribes in
Michigan, Arizona and Colorado.  Her clients include leading
financial institutions and Native American tribes.

"Christine is a perfect practice group fit from both a business
and personal perspective.  As a nationally recognized Native
American law expert, she adds depth to our finance practice and
her focus on tribal gaming complements our existing capabilities
in that practice specialty.  Christine is also an excellent
addition to both our growing transactional practice in New York
and to our national finance practice, as she does deals
countrywide and shares existing firm clients," said Guy N.
Halgren, chairman of Sheppard Mullin.

"I am thrilled to be joining Sheppard Mullin.  The firm's
commitment to its Native American practice and to further growing
such practice, together with its breadth of financing expertise
will enhance the legal services I can provide to my clients.
Equally impressive are the dynamic and talented lawyers at
Sheppard Mullin.  Supported by the firm's entrepreneurial culture,
collegial atmosphere and transparent management structure, I look
forward to the superior legal work we will perform for our
clients," Swanick commented.

Ms. Swanick received her J.D. from University of Arizona in 1995
and a B.A., magna cum laude, Phi Beta Kappa, from Boston  College
in 1990.  She has been ranked since 2008 by Chambers USA as a
"Leading Individual" in Native American Law and is currently
recognized among the Best Lawyers in America.

Sheppard Mullin has more than 40 attorneys based in its New York
office.  The firm's Finance and Bankruptcy practice group includes
more than 60 attorneys firmwide.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                              Total
                                             Share-      Total
                                   Total   Holders'    Working
                                  Assets     Equity    Capital
  Company            Ticker        ($MM)      ($MM)      ($MM)

ANOORAQ RESOURCE     ARQ SJ        927.7     (148.7)      29.2
AUTOZONE INC         AZO US      5,932.6   (1,347.1)    (736.3)
LORILLARD INC        LO US       3,008.0   (1,513.0)   1,079.0
DUN & BRADSTREET     DNB US      1,775.6     (558.0)    (478.3)
WEIGHT WATCHERS      WTW US      1,121.6     (409.8)    (279.7)
MEAD JOHNSON         MJN US      2,766.8     (168.0)     689.6
TAUBMAN CENTERS      TCO US      3,336.8     (256.2)       -
CLOROX CO            CLX US      4,290.0     (199.0)    (289.0)
MEDIVATION INC       MDVN US       188.3       (3.9)      89.4
AMC NETWORKS-A       AMCX US     2,121.5   (1,065.5)     519.5
DIRECTV-A            DTV US     18,423.0   (2,842.0)    (502.0)
VERISK ANALYTI-A     VRSK US     1,379.9     (158.9)    (234.2)
SUN COMMUNITIES      SUI US      1,328.6      (72.4)       -
MOODY'S CORP         MCO US      2,876.1     (158.4)     290.4
VERISIGN INC         VRSN US     1,856.2      (88.1)     788.9
CROWN HOLDINGS I     CCK US      6,868.0     (239.0)     318.0
CHOICE HOTELS        CHH US        467.9      (14.4)      28.0
MARRIOTT INTL-A      MAR US      5,910.0     (781.0)  (1,234.0)
DOMINO'S PIZZA       DPZ US        438.2   (1,221.0)     118.2
GRAHAM PACKAGING     GRM US      2,947.5     (520.8)     298.5
RENTECH NITROGEN     RNF US        152.4      (76.1)     (32.3)
HCA HOLDINGS INC     HCA US     26,898.0   (7,014.0)   1,679.0
IPCS INC             IPCS US       559.2      (33.0)      72.1
SALLY BEAUTY HOL     SBH US      1,792.7     (168.5)     482.3
CLOVIS ONCOLOGY      CLVS US        26.4      (18.1)     (19.2)
MAINSTREET EQUIT     MEQ CN        477.7      (11.1)       -
RSC HOLDINGS INC     RRR US      3,141.0      (38.4)      (1.0)
CHENIERE ENERGY      CQP US      1,803.0     (524.1)      67.7
AMERISTAR CASINO     ASCA US     2,039.6     (105.7)     (50.8)
UNISYS CORP          UIS US      2,612.2   (1,311.0)     487.3
CAPMARK FINANCIA     CPMK US    20,085.1     (933.1)       -
MONEYGRAM INTERN     MGI US      5,175.6     (110.2)     (40.4)
THERAVANCE           THRX US       258.8      (87.1)     199.3
VECTOR GROUP LTD     VGR US        931.0      (66.7)     252.6
AMYLIN PHARM INC     AMLN US     1,870.2     (138.7)     125.2
INCYTE CORP          INCY US       371.2     (181.0)     225.5
FREESCALE SEMICO     FSL US      3,415.0   (4,480.0)   1,432.0
RURAL/METRO CORP     RURL US       303.7      (92.1)      72.4
RENAISSANCE LEA      RLRN US        57.0      (28.2)     (31.4)
REVLON INC-A         REV US      1,157.1     (692.9)     183.3
BOSTON PIZZA R-U     BPF-U CN      146.9     (105.3)      (2.0)
PROTECTION ONE       PONE US       562.9      (61.8)      (7.6)
CABLEVISION SY-A     CVC US      6,740.1   (5,525.9)    (886.1)
NATIONAL CINEMED     NCMI US       807.9     (346.2)      56.6
ANGIE'S LIST INC     ANGI US        32.6      (38.9)     (25.9)
FNB UNITED CORP      FNBN US     1,643.9     (129.9)       -
OTELCO INC-IDS       OTT US        316.1      (10.1)      22.9
OTELCO INC-IDS       OTT-U CN      316.1      (10.1)      22.9
CHENIERE ENERGY      LNG US      2,651.4     (446.9)    (282.7)
QUALITY DISTRIBU     QLTY US       304.3     (105.9)      44.1
REGAL ENTERTAI-A     RGC US      2,262.0     (555.7)     (25.8)
MANNING & NAPIER     MN US          66.1     (184.6)       -
AMER AXLE & MFG      AXL US      2,328.7     (419.6)     187.0
JUST ENERGY GROU     JE US       1,644.4     (394.5)    (338.4)
JUST ENERGY GROU     JE CN       1,644.4     (394.5)    (338.4)
HANDY & HARMAN L     HNH US        380.4       (0.9)      39.2
ACCO BRANDS CORP     ABD US      1,116.7      (61.9)     316.8
DEAN FOODS CO        DF US       5,754.4      (98.7)     423.3
IDENIX PHARM         IDIX US        88.8       (2.3)      54.6
SINCLAIR BROAD-A     SBGI US     1,571.4     (111.4)    (111.5)
WESTMORELAND COA     WLB US        769.0     (174.4)      (5.9)
DELTA AIR LI         DAL US     43,499.0   (1,396.0)  (4,972.0)
LIZ CLAIBORNE        LIZ US      1,144.0     (420.0)     (97.3)
SINCLAIR BROAD-A     SBTA GR     1,571.4     (111.4)    (111.5)
CENTENNIAL COMM      CYCL US     1,480.9     (925.9)     (52.1)
NEXSTAR BROADC-A     NXST US       582.7     (187.0)      26.2
ISTA PHARMACEUTI     ISTA US       137.5      (34.8)      (7.5)
NYMOX PHARMACEUT     NYMX US         6.5       (5.5)       3.3
MERITOR INC          MTOR US     2,553.0     (983.0)     180.0
PRIMEDIA INC         PRM US        208.0      (91.7)       3.6
NPS PHARM INC        NPSP US       214.0      (46.1)     156.0
BLUEKNIGHT ENERG     BKEP US       320.8      (12.5)     (69.9)
PDL BIOPHARMA IN     PDLI US       270.5     (243.2)      44.6
PLAYBOY ENTERP-B     PLA US        165.8      (54.4)     (16.9)
PLAYBOY ENTERP-A     PLA/A US      165.8      (54.4)     (16.9)
MORGANS HOTEL GR     MHGC US       480.8      (77.2)      (4.1)
GENCORP INC          GY US         939.5     (207.2)     101.1
ABSOLUTE SOFTWRE     ABT CN        125.3       (7.2)      10.8
DIGITAL DOMAIN M     DDMG US       178.9      (85.7)     (38.3)
PALM INC             PALM US     1,007.2       (6.2)     141.7
VIRGIN MOBILE-A      VM US         307.4     (244.2)    (138.3)
CC MEDIA-A           CCMO US    16,508.9   (7,456.0)   1,531.3
LIN TV CORP-CL A     TVL US        815.8     (115.0)      56.6
GLG PARTNERS INC     GLG US        400.0     (285.6)     156.9
GLG PARTNERS-UTS     GLG/U US      400.0     (285.6)     156.9
SYNERGY PHARMACE     SGYP US         2.1       (8.6)      (6.1)
DENNY'S CORP         DENN US       350.5       (9.7)     (25.9)
CENVEO INC           CVO US      1,407.1     (331.1)     222.9
BLUESKY SYSTEMS      BSKS US         0.1       (0.2)       -
CINCINNATI BELL      CBB US      2,683.8     (626.1)      22.7
HUGHES TELEMATIC     HUTC US        94.0     (111.8)     (39.0)
HUGHES TELEMATIC     HUTCU US       94.0     (111.8)     (39.0)
SMART TECHNOL-A      SMT US        529.8       (7.1)     183.9
SMART TECHNOL-A      SMA CN        529.8       (7.1)     183.9
ODYSSEY MARINE       OMEX US        25.8       (0.7)      (4.1)
GOLD RESERVE INC     GRZ US         85.2      (19.9)      60.2
HOVNANIAN ENT-A      HOV US      1,602.2     (496.6)     896.2
GOLD RESERVE INC     GRZ CN         85.2      (19.9)      60.2
PETROALGAE INC       PALG US         8.3      (76.0)     (77.4)



                           *********

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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